AMENDED
& RESTATED


BY-LAWS


of


EMCLAIRE
FINANCIAL CORP.





Article
1





CORPORATION
OFFICE





Section
1.1        The Corporation shall have
and continuously maintain in Pennsylvania a registered office which may, but
need not, be the same as its place of business and at an address to be
designated from time to time by the Board of Directors.





Section
1.2        The Corporation may also have
offices at such other places as the Board of Directors may from time to time
designate or the business of the Corporation may require.





Article
2





SHAREHOLDERS
MEETINGS





Section
2.1        All meetings of the
shareholders shall be held at such time and place as may be fixed from time to
time by the Board of Directors.





Section
2.2        The annual meeting of the
shareholders shall be held no later than the thirty-first day of May in each
year, when the shareholders shall elect members to the Board of Directors and
transact such other business as may properly be brought before the
meeting.





Section
2.3        Special meetings of the
shareholders may be called at any time by the President or a majority of the
Board of Directors or of its Executive Committee. At any time, upon written
request of any person who has called a special meeting, it shall be the duty of
the Secretary to fix the time of the meeting which, if the meeting is called
pursuant to a statutory right, shall be held not more than sixty (60) days after
the receipt of the request. If the Secretary neglects or refuses to fix the time
of the meeting, the person or persons calling the meeting may do
so.





Section
2.4        Written notice of all
shareholder meetings (other than adjourned meetings of shareholders), shall
state the place, date, hour, the purpose thereof and shall be served upon, or
mailed, postage prepaid, or telegraphed, charges prepaid, at least ten days
before such meeting, unless a greater period of notice is required by statute or
by these By-laws, to each shareholder entitled to vote thereat at such address
as appears on the transfer books for shares of the Corporation.





Section
2.5        When a meeting of
shareholders is adjourned, it shall not be necessary to give any notice of the
adjourned meeting or of the business to be transacted at an adjourned meeting,
other than by announcement at the meeting at which the adjournment is taken,
unless the Board of Directors fixes a new record date for the adjourned
meeting.


1




Article
3





QUORUM OF
SHAREHOLDERS





Section
3.1        The presence, in person or by
proxy, of shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on the particular matter shall constitute
a quorum for purposes of considering such matter, and unless otherwise provided
by statute the acts of such shareholders at a duly organized meeting shall be
the acts of the shareholders. If, however, any meeting of shareholders cannot be
organized because of lack of a quorum, those present, in person or by proxy,
shall have the power, except as otherwise provided by statute, to adjourn the
meeting to such time and place as they may determine, without notice other than
an announcement at the meeting, until the requisite number of shareholders for a
quorum shall be present, in person or by proxy, except that in the case of any
meeting called for the election of directors such meeting may be adjourned only
for periods not exceeding fifteen (15) days as the holders of a majority of the
shares present, in person or by proxy, shall direct, and those who attend the
second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At any
adjourned meeting at which a quorum shall be present or so represented, any
business may be transacted which might have been transacted at the original
meeting if a quorum had been present. The shareholders present, in person or by
proxy, at a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.




Article
4





VOTING
RIGHTS





Section
4.1        Except as may be otherwise
provided by statute or by the Articles of Incorporation, at every shareholders
meeting, every shareholder entitled to vote thereat shall have the right to one
vote for every share having voting power standing in his name on the transfer
books for shares of the Corporation on the record date fixed for the meeting. No
share shall be voted at any meeting if an installment is due and unpaid
thereon.





Section
4.2        When a quorum is present at
any meeting the voice vote of the holders of a majority of the stock having
voting power, present, in person or by proxy, shall decide any question brought
before such meeting except as provided differently by statute or by the Articles
of Incorporation.





Section
4.3         Upon demand made by a
shareholder entitled to vote at any election for directors before the voting
begins, the election shall be by ballot.





2




Article
5




PROXIES





Section
5.1        Every shareholder entitled to
vote at a meeting of shareholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to
act for him by proxy. Every proxy shall be executed in writing by the
shareholder or his duly authorized attorney in fact and filed with the Secretary
of the Corporation. A proxy, unless coupled with an interest, shall be revocable
at will, notwithstanding any other agreement or any provision in the proxy to
the contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the Secretary of the Corporation. No unrevoked proxy
shall be valid after eleven (11) months from the date of its execution, unless a
longer time is expressly provided therein, but in no event shall a proxy, unless
coupled with an interest, be voted after three years from the date of its
execution. A proxy shall not be revoked by the death or incapacity of the maker,
unless before the vote is counted or the authority is exercised, written notice
of such death or incapacity is given to the Secretary of the
Corporation.





Article
6





RECORD
DATE





Section
6.1        The Board of Directors may
fix a time, not more than ninety (90) days prior to the date of any meeting of
shareholders, or the date fixed for the payment of any dividend or distribution,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of shares will be made or go into effect, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend
or distribution, or to receive any such allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of shares. In such
case, only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to notice of, or to vote at, such meeting or to receive
payment of such dividend or distribution or to receive such allotment of rights
or to exercise such rights, as the case may be, notwithstanding any transfer of
any shares on the transfer books for shares of the Corporation after any record
date fixed as aforesaid.  The Board of Directors may close the
transfer books for shares of the Corporation against transfers of shares during
the whole or any part of such period, and in such case written or printed notice
thereof shall be mailed at least ten (10) days before closing thereof to each
shareholder of record at the address appearing on the records of the Corporation
or supplied by him to the Corporation for the purpose of notice. While the
transfer books for shares of the Corporation are closed, no transfer of shares
shall be made thereon. If no record date is fixed by the Board of Directors for
the determination of shareholders entitled to receive notice of, and vote at, a
shareholders meeting, transferees of shares which are transferred on the books
of the Corporation within ten (10) days next preceding the date of such meeting
shall not be entitled to notice of or to vote at such meeting.





3




Article
7





VOTING
LISTS




Section
7.1        The officer or agent having
charge of the transfer books for shares of the Corporation shall make a complete
list of the shareholders entitled to vote at any meeting of shareholders,
arranged in alphabetical order, with the address of and the number of shares
held by each. The list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof except that, if the
Corporation has 5,000 or more shareholders, in lieu of the making of the list
the Corporation may make the information therein available at the meeting by any
other means.





Section
7.2        Failure to comply with the
requirements of Section 7.1 shall not affect the validity of any action taken at
a meeting prior to a demand at the meeting by any shareholder entitled to vote
thereat to examine the list. The original share register or transfer book, or a
duplicate thereof kept in the Commonwealth of Pennsylvania shall be prima facie
evidence as to who are the shareholders entitled to examine the list or share
register or transfer book or to vote an any meeting of
shareholders.





Article
8





JUDGES OF
ELECTION





Section
8.1        In advance of any meeting of
shareholders, the Board of Directors may appoint judges of election, who need
not be shareholders, to act at the meeting or any adjournment thereof. If judges
of election are not so appointed, the presiding officer of the meeting may, and
on the request of any shareholder shall, appoint judges of election at the
meeting. The number of judges shall be one or three. A person who is a candidate
for office to be filled at the meeting shall not act as a judge.





Section
8.2        In case any person appointed
as a judge fails to appear or fails or refuses to act, the vacancy may be filled
by appointment made by the Board of Directors in advance of the convening of the
meeting or at the meeting by the presiding officer thereof.





Section
8.3        The judges of election shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes, determine the result and do such acts as may
be proper to conduct the election or vote with fairness to all shareholders. The
judges of election shall perform their duties impartially, in good faith, to the
best of their ability and as expeditiously as is practical. If there are three
judges of election, the decision, act or certificate of a majority shall be
effective in all respects as the decision, act or certificate of
all.





Section
8.4        On request of the presiding
officer of the meeting, or of any shareholder, the judges of election shall make
a report in writing of any challenge or question or matter determined by them,
and execute a certificate of any fact found by them. Any report or certificate
made by them shall be prima facie evidence of the facts stated
therein.


4




Article
9





CONSENT
OF SHAREHOLDERS IN LIEU OF MEETING





Section
9.1        Any action required or
permitted to be taken at a meeting of the shareholders, or of a class of
shareholders, may be taken without a meeting, prior or subsequent to the action,
if a consent or consents in writing setting forth the action so taken shall be
signed by all of the shareholders who would be entitled to vote at a meeting for
such purpose and shall be filed with the Secretary of the
Corporation.





Section
9.2         The consent or consents
in writing required by this Article 9 may be given by proxy in accordance with
Section 5.1 hereof.





Article
10





DIRECTORS





Section
10.1      Any shareholder who intends to nominate
or to cause to have nominated any candidate for election to the Board of
Directors (other than any candidate proposed by the Corporation's then existing
Board of Directors) shall so notify the Secretary of the Corporation in writing
not less than sixty (60) days prior to the date of any meeting of shareholders
called for the election of directors. Such notification shall contain the
following information to the extent known by the notifying
shareholder.





(a)
            the
      name and address of each proposed
nominee;


(b)
            the
      age of each proposed nominee;


(c)
            the
      principal occupation of each proposed
nominee;


(d)
            the
      number of shares of the Corporation owned by each proposed
      nominee;


(e)
            the
      total number of shares that to the knowledge of the notifying shareholder
      will be voted for each proposed
nominee;


(f)
            the
      name and residence address of the notifying shareholder;
    and


(g)
            the
      number of shares of the Corporation owned by the notifying
      shareholder.





Any
nomination for director not made in accordance with this Section shall be
disregarded by the presiding officer of the meeting, and votes cast for each
such nominee shall be disregarded by the judges of election. In the event that
the same person is nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the nomination shall be
honored and all votes cast for such nominee shall be counted.





Section
10.2      The number of directors that shall
constitute the whole Board of Directors shall be not less than three. The Board
of Directors shall be classified into three classes, each class to be elected
for a term of three years. The terms of the respective classes shall expire in
successive years as provided in Section 10.3 hereof. Within the foregoing
limits, the Board of Directors may from time to time fix the number of directors
and their respective classifications.


5




Section
10.3      At the 1991 annual meeting of
shareholders of the Corporation, the shareholders shall elect ten (10) directors
as follows: two Class A directors to serve until the 1992 annual meeting of
shareholders, three Class B directors to serve until the 1993 annual meeting of
shareholders, and three Class C directors to serve until the 1994 annual meeting
of shareholders. Each class shall be elected in a separate election. At each
annual meeting of shareholders thereafter, successors to the class of directors
whose term shall then expire shall be elected to hold office for a term of three
years, so that the term of office of one class of directors shall expire in each
year. for the election of directors. Such notification shall contain the
following information to the extent known by the notifying
shareholder.





(a)
            the
      name and address of each proposed
nominee;


(b)
            the
      age of each proposed nominee;


(c)
            the
      principal occupation of each proposed
nominee;


(d)
            the
      number of shares of the Corporation owned by each proposed
      nominee;


(e)
            the
      total number of shares that to the knowledge of the notifying shareholder
      will be voted for each proposed
nominee;


(f)
            the
      name and residence address of the notifying shareholder;
    and


(g)
            the
      number of shares of the Corporation owned by the notifying
      shareholder.





Any
nomination for director not made in accordance with this Section shall be
disregarded by the presiding officer of the meeting, and votes cast for each
such nominee shall be disregarded by the judges of election. In the event that
the same person is nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the nomination shall be
honored and all votes cast for such nominee shall be counted.





Section
10.4      The Board of Directors may declare
vacant the office of a director who has been judicially declared of unsound mind
or who has been convicted of an offense punishable by imprisonment for a term of
more than one year or for any other proper cause which these By-laws may specify
or if, within sixty (60) days or such other time as these By-laws may specify
after notice of his selection, he does not accept the office either in writing
or by attending a meeting of the Board of Directors and fulfill such other
requirements of qualification as these By-laws may specify.





Section
10.5     Upon application of any shareholder or
director, the court may remove from office any director in case of fraudulent or
dishonest acts, or gross abuse of authority or discretion with reference to the
Corporation, or for any other proper cause, and may bar from office any director
so removed for a period prescribed by the court. The Corporation shall be made a
party to the action and, as a prerequisite to the maintenance of an action under
this Section 10.5, a shareholder shall comply with Section 1782 of the Business
Corporation Law of 1988, and any amendments or supplements
thereto.


6





Section
10.6      An act of the Board of Directors done
during the period when a director has been suspended or removed for cause shall
not be impugned or invalidated if the suspension or removal is thereafter
rescinded by the shareholders or by the Board of Directors or by the final
judgment of a court.





Section
10.7      The Board of Directors may appoint a
person who previously held the position of director to be a director emeritus. A
director emeritus may attend meetings of the Board of Directors. A director
emeritus may advise the Board of Directors on any proposed corporate action but
shall not have voting rights. The compensation of a director emeritus shall be
determined from time to time by resolution of the Board of
Directors.





Article
11





VACANCIES
ON BOARD OF DIRECTORS





Article
11.1       Vacancies on the Board of
Directors, including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members of the Board
of Directors, though less than a quorum, and each person so appointed shall be a
director until the expiration of the term of office of the class of directors to
which he was appointed.





Article
12





POWERS OF
BOARD OF DIRECTORS





Section
12.1      The business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Articles of Incorporation or by these By-laws directed or
required to be exercised and done by the shareholders.





Section
12.2      A director shall stand in a fiduciary
relation to the Corporation and shall perform his duties as a director,
including his duties as a member of any committee of the Board of Directors upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:





(a)
            One
      or more officers or employees of the Corporation whom the director
      reasonably believes to be reliable and competent in the matters
      presented.


(b)
            Counsel,
      public accountants or other persons as to matters which the director
      reasonable believes to be within the professional or expert competence of
      such persons.


7





(c)
            A
      committee of the Board of Directors upon which he does not serve, duly
      designated in accordance with law, as to matters within its designated
      authority, which committee the director reasonably believes to merit
      confidence.





A
director shall not be considered to be acting in good faith if he has knowledge
concerning the matter in question that would cause his reliance to be
unwarranted.





Section
12.3      In discharging the duties of their
respective positions, the Board of Directors, committees of the Board of
Directors and individual directors may, in considering the best interests of the
Corporation, consider the effects of any action upon employees, upon suppliers
and customers of the Corporation and upon communities in which offices or other
establishments of the Corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a violation of Section
12.2.





Section
12.4      Absent breach of fiduciary duty, lack of
good faith or self-dealing, actions taken as a director or any failure to take
any action shall be presumed to be in the best interests of the
Corporation.





Section
12.5      A director shall. not be personally
liable, as such, for monetary damages for any action taken, or any failure to
take any action, unless:


(a)
            the
      director has breach or failed to perform the duties of his office under
      this Article 12; and


(b)
            the
      breach or failure to perform constitutes self-dealing, willful misconduct
      or recklessness.





Section
12.6      The provisions of Section 12.5 shall not
apply to:


(a)
            the
      responsibility or liability of a director pursuant to any criminal
      statute; or


(b)
            the
      liability of a director for the payment of taxes pursuant to local, State
      or Federal law.





Section
12.7      A director of that Corporation who is
present at a meeting of the Board of Directors, or of a committee of the Board
of Directors, at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent is entered in the
minutes of the meeting or unless he files his written dissent to the action with
the Secretary of the Corporation before the adjournment thereof or transmits the
dissent in writing to the Secretary of the Corporation immediately after the
adjournment of the meeting. The right to dissent shall not apply to a director
who voted in favor of the action. Nothing in this Section 12.7 shall bar a
director from asserting that minutes of any meeting incorrectly omitted his
dissent if, promptly upon receipt of a copy of such minutes, he notifies the
Secretary of the Corporation, in writing, of the asserted omission or
inaccuracy.





8




Article
13





COMMITTEES
OF THE BOARD OF DIRECTORS





Section
13.1      The Board of Directors may, by
resolution adopted by a majority of the directors in office, establish one or
more committees to consist of one or more directors of the Corporation. Any
committee, to the extent provided in the resolution of the Board of Directors or
in these By-laws, shall have and may exercise all of the powers and authority of
the Board of Directors, except that a committee shall not have any power or
authority as to the following:


(a)
            The
      submission to shareholders of any action requiring approval of
      shareholders under applicable law, the Articles of Incorporation or these
      By-laws.


(b)
            The
      creation or filing of vacancies in the Board of
  Directors.


(c)
            The
      adoption, amendment or repeal of these
By-laws.


(d)
            The
      amendment or repeal of any resolution of the Board of Directors that by
      its terms is amendable or repealable only by the Board of
      Directors.


(e)
            Action
      on matters committed by these By-laws or resolution of the Board of
      Directors to another committee of the Board of
  Directors.





Section
13.2      The Board of Directors may designate one
or more directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee or for the
purposes of any written action by the committee. In the absence or
disqualification of a member and alternate member or members of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of the absent or
disqualified member.





Section
13.3      Each committee of the Board of Directors
shall serve at the pleasure of the Board of Directors. The term "Board of
Directors", when used in any provision of this Article13 relating to the
organization or procedures of or the manner of taking action by the Board of
Directors, shall be construed to include and refer to any executive or other
committee of the Board of Directors. Any provision of this Article 13 relating
or referring to action to be taken by the Board of Directors or the procedure
required therefor shall be satisfied by the taking of corresponding action by a
committee of the Board of Directors to the extent authority to take the action
has been delegated to the committee pursuant to this Article 13.





Article
14





MEETINGS
OF THE BOARD OF DIRECTORS





Section
14.1      An organization meeting may be held
immediately following the annual shareholders meeting without the necessity of
notice to the directors to constitute a legally convened meeting, or the
directors may meet at such time and place as may be fixed by either a notice or
waiver of notice or consent signed by all of such directors.





Section
14.2      Regular meetings of the Board of
Directors shall be held not less often than semi-annually at a time and place
determined by the Board of Directors at the preceding meeting. One or more
directors may participate in any meeting of the Board of Directors, or of any
committee thereof, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
one another.


9




Section
14.3      Special meetings of the Board of
Directors may be called by the President on one day's notice to each director,
either personally or in the manner set forth under Article 33 hereof; special
meetings shall be called by the Chairperson of the Board or the President in
like manner and on like notice upon the written request of three
directors.





Section
14.4      At all meetings of the Board of
Directors, a majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the directors present at
a meeting in person or by conference telephone or similar communications
equipment at which a quorum is present in person or by such communications
equipment shall be the acts of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these By-laws. If a quorum shall not be present in person or by
communications equipment at any meeting of the directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or as permitted
herein.





Article
15





INFORMAL
ACTION BY THE BOARD OF DIRECTORS





Section
15.1      Any action required or permitted to be
taken at a meeting of the directors may be taken without a meeting if, prior or
subsequent to the action, a consent or consents thereto by all of the directors
in office is filed with the Secretary of the Corporation.





Article
16





COMPENSATION
OF DIRECTORS





Section
16.1      Directors, as such, may receive a stated
salary for their services or a fixed sum and expenses for attendance at regular
and special meetings, or any combination of the foregoing as may be determined
from time to time by resolution of the Board of Directors, and nothing contained
herein shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.





Article
17





OFFICERS





Section
17.1      The officers of the Corporation shall be
elected by the Board of Directors at its organization meeting and shall be a
President, a Secretary and a Treasurer. At its option, the Board of Directors
may elect a Chairperson of the Board. The Board of Directors may also elect one
or more Vice Presidents and such other officers and appoint such agents as it
shall deem necessary, who shall hold their offices for such terms, have such
authority and perform such duties as may from time to time be prescribed by the
Board of Directors. Any number of offices may be held by the same
person.


10




Section
17.2      The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.





Section
17.3      Each officer shall hold office for a
term of one year and until his successor has been selected and qualified or
until his earlier death, resignation or removal. Any officer may resign at any
time upon written notice to the Corporation. The resignation shall be effective
upon receipt thereof by the Corporation or at such subsequent time as may be
specified in the notice of resignation. The Corporation may secure the fidelity
of any or all of the officers by bond or otherwise.





Section
17.4      Any officer or agent of the Corporation
may be removed by the Board of Directors with or without cause. The removal
shall be without prejudice to the contract rights, if any, of any person so
removed. Election or appointment' of an officer or agent shall not of itself
create contract rights.





Section
17.5      An officer shall perform his duties as
an officer in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his duties shall not be liable by reason
of having been an officer of the Corporation.





Article
18





THE
CHAIRPERSON OF THE BOARD





Section
18.1      The Chairperson of the Board shall
preside at all meetings of the shareholders and directors. He shall supervise
the carrying out of the policies adopted or approved by the Board of Directors.
He shall also have and may exercise such further powers and duties as from time
to time may be conferred upon or assigned to him by the Board of
Directors.





Article
19





THE
PRESIDENT





Section
19.1      The President shall be the chief
executive officer of the Corporation; shall have general and active management
of the business of the Corporation; shall see that all orders and resolutions of
the Board of Directors are put into effect, subject, however, to the right of
the Board of Directors to delegate any specific powers, except such as may be by
statute exclusively conferred on the President, or to any other officer or
officers of the Corporation. The President shall execute bonds, mortgages and
other contracts requiring a seal under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation. In the
absence or incapacity of the Chairperson of the Board, the President shall
preside at meetings of the shareholders and the directors. If there is no
Chairperson of the Board, the President shall have and exercise all powers
conferred by these By-laws or otherwise on the Chairperson of the
Board.


11




Article
20





THE VICE
PRESIDENT





Section
20.1      The Vice President or, if more than one,
the Vice Presidents in the order established by the Board of Directors shall, in
the absence or incapacity of the President, exercise all powers and perform the
duties of the President. The Vice Presidents, respectively, shall also have such
other authority and perform such other duties as may be provided in these
By-laws or as shall be determined by the Board of Directors or the President.
Any Vice President may, in the discretion of the Board of Directors, be
designated as "executive" "senior", or by departmental or functional
classification.





Article
21





THE
SECRETARY





Section
21.1 The Secretary shall attend all meetings of the Board of Directors and of
the shareholders and keep accurate records thereof in one or more minute books
kept for that purpose and shall perform the duties customarily performed by the
secretary of a corporation and such other duties as may be assigned to him by
the Board of Directors or the President.





Article
22





THE
TREASURER





Section
22.1      The Treasurer shall have the custody of
the corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
perform such other duties as may be assigned to him by the Board of Directors or
the President. He shall give bond in such sum and with such surety as the Board
of Directors may from time to time direct.





Article
23





ASSISTANT
OFFICERS





Section
23.1      Each assistant officer shall assist in
the performance of the duties of the officer to whom he is assistant and shall
perform such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the President or the officer to
whom he is assistant may from time to time assign him. Such officers may be
given such functional titles as the Board of Directors shall from time to time
determine.


12





Article
24





INDEMNIFICATION





Section
24.1 (Third Party Actions) The Corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation), by reason of the fact that he is or was a representative of the
Corporation, or is or was serving at the request of the Corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the action
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner that he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.





Section
24.2 (Derivative Actions) The Corporation shall have power to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
representative of the Corporation or is or was serving at the request of the
Corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of the action if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation. Indemnification shall not be made under
this section in respect of any claim, issue or matter as to which the person has
been adjudged to be liable to the Corporation unless and only to the extent that
the court of common pleas of the judicial district embracing the county in which
the registered office of the Corporation is located or the court in which the
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses that the court of common
pleas or other court deems proper.





Section
24.3 (Mandatory Indemnification) To the extent that a representative of the
Corporation has been successful on the merits or otherwise in defense of any
action or proceeding referred to in Sections 24.1 (relating to third party
actions) or 24.2 (relating to derivative actions) or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.


13





Section
24.4      (Procedure for Effecting
Indemnification) Unless ordered by a court, any indemnification under Sections
24.1 (relating to third party actions) or 24.2 (relating to derivative actions)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the person is proper in the circumstances
because he has met the applicable standard of conduct set forth in those
sections. The determination shall be made:


(a)
            by
      the Board of Directors by a majority vote of a quorum consisting of
      directors who were not parties to the action or
  proceeding;


(b)
            if
      such a quorum is not obtainable or if obtainable and a majority vote of a
      quorum of disinterested directors so directs, by independent legal counsel
      in a written opinion; or


(c)
            by
      the shareholders.





Section
24.5      (Advancing Expenses) Expenses (including
attorneys' fees) incurred in defending any action or proceeding referred to in
this Article 24 may be paid by the Corporation in advance of the final
disposition of the action or proceeding upon receipt of an undertaking by or on
behalf of the person to repay the amount if it is ultimately determined that he
is not entitled to be indemnified by the Corporation as authorized in this
Article 24 or otherwise.





Section
24.6      (Supplementary Coverage)


(a)
            The
      indemnification and advancement of expenses provided by, or granted
      pursuant to, the other sections of this Article 24 shall not be deemed
      exclusive of any other rights to which a person seeking indemnification or
      advancement of expenses may be entitled under any By-law, agreement, vote
      of shareholders or disinterested directors or otherwise, both as to action
      in his official capacity and as to action in another capacity while
      holding that office. The Corporation may create a fund of any nature,
      which may, but need not be, under the control of a trustee, or otherwise
      secure or insure in any manner its indemnification obligations, whether
      arising under or pursuant to this Section 24.6 or
    otherwise.


(b)
            Indemnification
      pursuant to subsection (a) of this Section 24.6 shall not be made in any
      case where the act or failure to act giving rise to the claim for
      indemnification is determined by a court to have constituted willful
      misconduct or recklessness.


(c)
            Indemnification
      pursuant to subsection (a) of this Section 24.6 under any By-law,
      agreement, vote of shareholders or directors or otherwise, may be granted
      for any action taken or any failure to take any action and may be made
      whether or not the Corporation would have the power to indemnify the
      person under any other provision of law except as provided in this Section
      24.6 and whether or not the indemnified liability arises or arose from any
      threatened, pending or completed action by or in the right of the
      Corporation.





Section
24.7      (Power to Purchase Insurance) The Corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the Corporation or is or was serving at the
request of the Corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against that liability under
the provisions of this Article 24.


14




Section
24.8      (Application to Surviving or New
Corporations) For the purpose of this Article 24, references to "the
Corporation" include all constituent corporations absorbed in a consolidation,
merger or division, as well as the surviving or new corporations surviving or
resulting therefrom, so that any person who is or was a representative of the
constituent, surviving or new corporation, or is or was serving at the request
of the constituent, surviving or new corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this Article 24 with respect to the surviving or new corporation
as he would if he had served the surviving or new corporation in the same
capacity.





Section
24.9      (Application to Employee Benefit Plans)
For purposes of this Article 24:


(a)
            References
      to "other enterprises" shall include employee benefit plans and references
      to "serving at the request of the Corporation" shall include any service
      as a representative of the Corporation that imposes duties on, or involves
      services by, the representative with respect to an employee benefit plan,
      its participants or beneficiaries.


(b)
            Excise
      taxes assessed on a person with respect to an employee benefit plan
      pursuant to applicable law shall be deemed
  "fines."


(c)
            Action
      with respect to an employee benefit plan taken or omitted in good faith by
      a representative of the Corporation in a manner he reasonable believed to
      be in the interest of the participants and beneficiaries of the plan shall
      be deemed to be action in a manner that is not opposed to the best
      interests of the Corporation.





Section
24.10    (Duration and Extent of Coverage) The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article 24
shall, unless otherwise provide when authorized or ratified, continue as to a
person who has ceased to be a representative of the Corporation and shall inure
to the benefit of the heirs and personal representative of that
person.





Article
25





SHARE
CERTIFICATES





Section
25.1      The shares of the Corporation may be
represented by certificates or may be issued in uncertificated or book entry
form.  Upon request to the Corporation, each stockholder shall be
entitled to a certificate in such form as required by law and as determined by
the Board of Directors.  Each certificate shall be numbered and
registered in a share register as they are issued; shall bear the name of the
registered holder, the number and class of shares represented thereby, the par
value of each share or a statement that such shares are without par value, as
the case may be; shall be signed by the President or a Vice President and the
Secretary or the Treasurer or any other person properly authorized by the Board
of Directors, and shall bear the corporate seal, which seal may be a facsimile
engraved or printed.  Where the certificate is signed by a transfer
agent or a registrar, the signature of any corporate officer on such certificate
may be a facsimile signature has been placed upon, any share certificate shall
have ceased to be such officer because of death, resignation or otherwise before
the certificate is issued, it may be issued by the Corporation with the same
effect as if the officer had not ceased to be such at the date of its
item.


15




Article
26





TRANSFER
OF SHARES





Section
26.1      Upon surrender to the Corporation of a
share certificate duly endorsed by the person named in the certificate or by
attorney duly appointed in writing and accompanied where necessary by proper
evidence of succession, assignment or authority to transfer, a new certificate
shall be issued to the person entitled thereto and the old certificate canceled
and the transfer recorded upon the transfer books for shares of the
Corporation.  No transfer shall be made if it would be inconsistent
with the provisions of Article 8 of the Pennsylvania Uniform Commercial Code. In
the case of uncertificated or book entry shares, transfer shall be made upon
receipt of proper transfer instructions from the registered owner of such
shares, or from a duly authorized attorney or from an individual or entity
presenting proper evidence of succession, assignment, or authorization to
transfer the stock.





Article
27





LOST
CERTIFICATES





Section
27.1      Where a shareholder of the Corporation
alleges the loss, theft or destruction of one or more certificates for shares of
the Corporation and requests the issuance of a substitute certificate therefor,
the Board of Directors may direct a new certificate of the same tenor and for
the same number of shares to be issued to such person upon such person's making
of an affidavit in form satisfactory to the Board of Directors setting forth the
facts in connection therewith, provided that prior to the receipt of such
request the Corporation shall not have either registered a transfer of such
certificate or received notice that such certificate has been acquired by a bona
fide purchaser. When authorizing such issue of a new certificate the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
heirs or legal representatives, as the case may be, to advertise the same in
such manner as it shall require and/or give the Corporation a bond in such form
and with surety or sureties, with fixed or open penalty, as shall be
satisfactory to the Board of Directors, as indemnity for any liability or
expense which it may incur by reason of the original certificate remaining
outstanding.





16




Article
28





DIVIDENDS





Section
28.1      The Board of Directors may, from time to
time, at any duly convened regular or special meeting or by unanimous consent in
writing, declare and pay dividends upon the outstanding shares of capital stock
of the Corporation in cash, property or shares of the Corporation, so long as
any dividend shall not be in violation of law and the Articles of
Incorporation.





Section
28.2      Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purposes as the Board of Directors shall believe
to be for the best interests of the Corporation, and the Board of Directors may
reduce or abolish any such reserve in the manner in which it was
created.





Article
29





FINANCIAL
REPORT TO SHAREHOLDERS





Section
29.1      The President and the Board of Directors
shall present prior to each annual meeting of the shareholders a full and
complete statement of the business and affairs of the Corporation for the
preceding year.





Article
30





INSTRUMENTS





Section
30.1      Any note, mortgage, evidence of indebtedness,
contract or other document, or any assignment or endorsement thereof, executed
or entered into between the Corporation and any other person, when signed by one
or more officers or agents having actual or apparent authority to sign it, or by
the President or a Vice President and Secretary or Assistant Secretary or
Treasurer or Assistant Treasurer of the Corporation, shall be held to have been
properly executed for and in behalf of the Corporation.





Section
30.2      The affixation of the corporate seal
shall not be necessary to the valid execution, assignment or endorsement by the
Corporation of any instrument or other document.





Article
31





FISCAL
YEAR





Section
31.1      The fiscal year of the Corporation shall
be the calendar year.





17




Article
32





SEAL




Section
32.1      The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Pennsylvania." Such seal may be used by causing it or a
facsimile thereof to be impressed or affixed in any manner
reproduced.





Article
33





NOTICES
AND WAIVERS THEREOF





Section
33.1      Whenever written notice is required to
be given to any person under the provisions of applicable law, by the Articles
of Incorporation or of these By-laws, it may be given to the person either
personally or by sending a copy thereof by first class or express mail, postage
prepaid, or by telegram (with messenger service specified), telex or TWX (with
answer back received) or courier service, charges prepaid, or by telecopier, to
his address (or to his telex, TWX, telecopier or telephone number) appearing on
the books of the Corporation or, in the case of directors, supplied by him to
the Corporation for the purpose of notice. If the notice if sent by mail,
telegraph or courier service, it shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail or with 'a
telegraph office or courier service for delivery to that person or, in the case
of telex or TWX, when dispatched. A notice of meeting shall specify the place,
day and hour of the meeting and any other information required by any other
provision of these By-laws.





Section
33.2      Whenever any written notice is required
to be given under the provisions of applicable law, the Articles of
Incorporation or of these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of the notice. Except
as otherwise required by these By-laws, neither the business to be transacted
at, nor the purpose of, a meeting need be specified in the waiver of notice of
the meeting. In the case of a special meeting of shareholders, the waiver of
notice shall specify the general nature of the business to be
transacted.





Section
33.3      Attendance of a person at any meeting
shall constitute a waiver of notice of the meeting except where a person attends
a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting was not lawfully called
or convened.





Section
33.4      Whenever any notice or communication is
required to be given to any person under the provisions of applicable law, the
Articles of Incorporation, these By-laws, the terms of any agreement and any
other instrument or as a condition precedent to taking any corporate action, and
communication with that person is then unlawful, the giving of the notice or
communication to that person shall not be required and there shall be no duty to
apply for a license or other permission to do so. Any action or meeting that is
taken or held without notice or communication to that person shall have the same
validity as if the notice or communication had been duly given. If the action
taken is such as to require the filing of any document with respect thereto
under any provision of law or any agreement or other instrument, it shall be
sufficient, if such is the fact and if notice or communication in required, to
state therein that notice or communication was given to all persons entitled to
receive notice or communication except persons with whom communication was
unlawful.


18




Section
33.5      Section 33.4 shall also be applicable to
any shareholder with whom the Corporation has been unable to communicate for
more than twenty-four (24) consecutive months because communications to the
shareholder are returned unclaimed or the shareholder has otherwise failed to
provide the Corporation with a current address. Whenever the shareholder
provides the Corporation with a current address, Section 33.4 shall cease to be
applicable to the shareholder under this Section 33.5.





Article
34





EMERGENCIES





Section
34.1      The Board of Directors may adopt emergency
By-laws, subject to repeal or change by action of the shareholders, which shall,
notwithstanding any different provisions of law, of the Articles of
Incorporation or of these By-laws, be effective during any emergency resulting
from an attack on the United States, a nuclear disaster or another catastrophe
as a result of which a quorum of the Board of Directors cannot readily be
assembled. The emergency By-laws may make any provision that may be appropriate
for the circumstances of the emergency including, procedures for calling
meetings of the Board of Directors, quorum requirements for meetings and
procedures for designating additional or substitute directors.





Section
34.2      The Board of Directors, either before or
during any emergency, may provide, and from time to time modify, lines of
succession in the event that during the emergency any or all officers or agents
of the Corporation shall for any reason be rendered incapable of discharging
their duties and may, effective in the emergency, change the head offices or
designate several alternative head offices or regional offices of the
Corporation or authorize the officers to do so.





Section
34.3      A representative of the Corporation
acting in accordance with any emergency By-laws shall not be liable except for
willful misconduct and shall not be liable for any action taken by him in good
faith in an emergency in furtherance of the ordinary business affairs of the
Corporation even though not authorized by the emergency or other By-laws then in
effect.





Section
34.4      To the extent not inconsistent with any
emergency By-laws so adopted, the By-laws of the, Corporation shall remain in
effect during any emergency and, upon its termination, the emergency By-laws
shall cease to be effective.





Section
34.5      Unless otherwise provided in emergency
By-laws, notice of any meeting of the Board of Directors during an emergency
shall be given only to those directors to whom it is feasible to reach at the
time and by such means as are feasible at the time, including publication, radio
or television. To the extent required to constitute a quorum at any meeting of
the Board of Directors during any emergency, the officers of the Corporation who
are present shall, unless otherwise provided in emergency By-laws, be deemed, in
order of rank and within the same rank in order of seniority, directors for the
meeting.


19




Article
35





AMENDMENTS





Section
35.1      These By-laws may be altered, amended or
repealed by the affirmative vote of the holders of two-thirds of the outstanding
shares of Common Stock at any regular or special meeting duly convened after
notice to the shareholders of that purpose, or by a majority vote of the members
of the Board of Directors at any regular or special meeting thereof duly
convened after notice to the directors of that purpose, subject always to the
power of the shareholders to change such action of the Board of Directors by the
affirmative vote of the holders of two-thirds of the outstanding shares of
Common Stock.


20