<PAGE>
                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           D & E COMMUNICATIONS, INC.

         1. Name. The name of the corporation is D & E Communications, Inc.
(herein called the "Corporation").

         2. Registered Office. The location and post office address of the
Corporation's registered office in the Commonwealth of Pennsylvania is 124 East
Main Street, Brossman Business Complex, Ephrata, Lancaster County, Pennsylvania
17522.

         3. Purpose and Powers. The Corporation is incorporated under the
Business Corporation Law of 1988, as amended, and shall have unlimited power to
engage in and to do any lawful act concerning any or all lawful business for
which corporations may be incorporated under said Business Corporation Law.

         4. Term of Existence. The term for which the Corporation shall exist is
perpetual.

         5. Capital Stock.

            5.1 Authorized Shares. The aggregate number of shares which the
Corporation shall have authority to issue is:

                5.1.1 20,000,000 shares of Preferred Stock, without par value;
                and

                5.1.2 30,000,000 shares of Common Stock, par value of $0.16
         per share.

            5.2 Preferred Stock. The Preferred Stock may be divided into one or
more classes or series as determined by the Board of Directors as hereinafter
provided. Each class or series of Preferred Stock may have full, limited,
multiple or fractional, or no voting rights, and such designations, preferences,
limitations, qualifications, privileges, options, restrictions and special
rights as determined by the Board of Directors as hereinafter provided. The
division of the Preferred Stock into classes or series, the determination of the
designation and the number of shares of any such class or series and the
determination of the voting rights, preferences, limitations, qualifications,
privileges, options, restrictions and special rights of the shares of any such
class or series may be accomplished by an amendment to this Section 5.2, which
amendment may be made solely by action of the Board of Directors, which shall
have the full authority permitted by law to make such division and
determinations. Unless otherwise provided in a resolution or resolutions
establishing any particular class or series of Preferred Stock, the aggregate
number of authorized shares of Preferred Stock may be increased by an amendment
to the Articles approved solely by the holders of the Common Stock and of any
Preferred Stock which is entitled pursuant to its voting rights designated by
the Board to vote thereon, if at all, voting together as a class.


<PAGE>

            5.3 Common Stock. Except for and subject to those rights expressly
granted to holders of the Preferred Stock or any series thereof by one or more
amendments to these Articles adopted by the Board of Directors and except as may
be provided by the laws of the Commonwealth of Pennsylvania, holders of the
Common Stock shall have exclusively all other rights of shareholders. The
holders of shares of the Common Stock shall have one vote per share. All shares
of Common Stock issued or to be issued shall be alike in every particular.

         6. Shareholder Meetings.

            6.1 Business to be Transacted. At any annual meeting or special
meeting of shareholders, only such business as is properly brought before the
meeting in accordance with this Article 6 may be transacted, and there will be
no opportunity to cure any deficiencies in any notice given pursuant to this
Article 6.

            6.2 Proposed Business. To be properly brought before any shareholder
meeting, any proposed business must be either:

                6.2.1 Specified in the notice of the meeting of the shareholders
            (or any supplement thereto) given by or at the direction of the
            Board of Directors;

                6.2.2 Otherwise properly brought before the meeting of the
            shareholders by or at the direction of the Board of Directors; or

                6.2.3 If brought before an annual meeting of the shareholders by
            a shareholder, then:

                      A. The shareholder must have been a shareholder of record
                on the record date for the determination of shareholders
                entitled to vote at the annual meeting of the shareholders;

                      B. Written notice of such proposed business must have been
                received by the Secretary of the Corporation not later than 120
                days in advance of the annual meeting of the shareholders at
                which the business is proposed to be transacted; provided,
                however, that in the event that less than 120 days notice or
                prior public disclosure of the date of the annual meeting of the
                shareholders is given, notice from the shareholder to be timely
                must be received not later than the tenth day following the date
                on which such notice of the date of the annual meeting of the
                shareholders was mailed or such public disclosure was made,
                whichever first occurs;

                      C. Such written notice must set forth the following:

                         (a) The name and address of the shareholder proposing
                      such business;

                         (b) A brief description of such business;


                                      -2-
<PAGE>

                         (c) The class, series and number of shares of the
                      Corporation's capital stock owned by such shareholder;

                         (d) A description of all arrangements or understandings
                      between such shareholder and any other person or persons
                      in connection with such business or any special interest
                      such shareholder may have in connection with such
                      business;

                         (e) All other information as would be required to be
                      included in a proxy statement filed pursuant to the proxy
                      rules of the Securities and Exchange Commission had
                      proxies been submitted with respect to such business by
                      the Board of Directors; and

                        (f) A representation that the shareholder is a holder
                      of record of stock of the Corporation entitled to vote at
                      such meeting and intends to appear in person or by proxy
                      at such meeting to bring such business before such
                      meeting.

         7. Board of Directors.

            7.1 Powers. The property, business and affairs of the Corporation
shall be managed and controlled by or under the direction of a Board of
Directors. The Board of Directors may exercise all the powers of the Corporation
and do all things for and in the name of the Corporation except such as are by
statute, these Articles or the By-Laws conferred upon or reserved to the
shareholders.

            7.2 Number. The Board of Directors shall consist of not less than
five (5) nor more than twelve (12) directors, the exact such number of persons
to be fixed from time to time by a majority vote of the Board of Directors, plus
such number of additional directors as the holders of any class or series of
stock having a preference over the Common Stock as to dividends or assets,
voting separately as a class or series, shall have the right from time to time
to elect.

            7.3 Classes, Election and Terms. The directors elected by the
holders of Voting Stock shall be classified in respect of the time for which
they shall severally hold office by dividing them into three classes, as nearly
equal in number as possible. If such classes of directors are not equal, the
Board of Directors by a majority vote shall determine which class shall contain
an unequal number of directors. The initial Board of Directors shall serve as
directors of the Corporation for the respective terms for which the class of
which they are members has been elected by the shareholders at the first called
meeting of the shareholders, and at each annual meeting of the shareholders
thereafter, the shareholders shall elect directors of the class whose term then
expires, to hold office until the third succeeding annual meeting. Except as
otherwise expressly provided in these Articles, each director shall hold office
for the term for which he or she is elected and until his or her successor shall
have been elected and qualified, or



                                      -3-
<PAGE>

until such director's earlier death, resignation or removal in the manner
provided in Section 7.4 hereof.

         7.4 Removal of Directors.

                  7.4.1 Any director, any class of directors or the entire Board
         of Directors may be removed from office by shareholder vote at any time
         only for cause and only if, in addition to any vote required by any
         other provision of law, these Articles or the By-Laws of the
         Corporation, such removal is approved by the affirmative vote of:


                           A. The holders of at least 80% of the voting power of
                  all the then outstanding shares of Voting Stock, voting
                  together as a single class; and

                           B. The holders of at least a majority of the voting
                  power of the outstanding shares of Voting Stock of the
                  Corporation which are not beneficially owned by an Interested
                  Shareholder, voting together as a single class.

                  7.4.2 If shareholders are entitled to vote cumulatively in the
         election of directors, no individual director shall be removed, unless
         the entire Board of Directors or a class of the Board of Directors is
         removed, in case the votes of a sufficient number of shares are cast
         against the resolution for his removal, which, if cumulatively voted at
         a meeting of the shareholders for the election of directors, would be
         sufficient to elect one or more directors to the Board of Directors or
         to the class.

                  7.4.3 In case the Board of Directors or a class of the Board
         of Directors or any one or more directors are so removed, new directors
         may be elected at the same meeting.

         7.5 Vacancies. Vacancies in the members of the Board of Directors
elected by the holders of Voting Stock, including vacancies resulting from an
increase in the number of directors, shall be filled only by a majority vote of
the Disinterested Directors then in office, though less than a quorum, or by a
sole remaining director, except as otherwise required by law. All such directors
elected to fill vacancies shall hold office for a term expiring at the annual
meeting of shareholders at which the term of the class to which they have been
elected expires and until the election and qualification of his successor. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

         7.6 Nominations of Director Candidates.

                  7.6.1 Nominations for the election of directors may be made
         only by the Board of Directors or a committee appointed by the Board of
         Directors or by any holder of record of stock entitled to vote in the
         election of the directors to be elected at a meeting of the
         shareholders; provided, however, that a nomination



                                      -4-
<PAGE>

         may be made by a shareholder if written notice of such nomination has
         been received by the Secretary of the Corporation not later than 120
         days in advance of the meeting of the shareholders at which the
         election is to be held; provided further, however, that in the event
         that less than 120 days notice or prior public disclosure of the date
         of the meeting of the shareholders is given, notice from the
         shareholder, in order to be timely, must be received not later than the
         tenth day following the date on which such notice of the date of the
         meeting of the shareholders was mailed or such public disclosure was
         made, whichever first occurs.

                  7.6.2 Each such notice shall set forth the following:

                           A. The name and address of the shareholder who
                  intends to make the nomination and of the person or persons to
                  be nominated;

                           B. A representation that the shareholder is a holder
                  of record of stock of the Corporation entitled to vote at such
                  meeting and intends to appear in person or by proxy at the
                  meeting to nominate the person or persons specified in the
                  notice;

                           C. A description of all arrangements or
                  understandings between the shareholder and each nominee and
                  any other person or persons (naming such person or persons)
                  pursuant to which the nomination or nominations are to be made
                  by the shareholder;

                           D. Such other information regarding each nominee
                  proposed by such shareholder as would be required to be
                  included in a proxy statement filed pursuant to the proxy
                  rules of the Securities and Exchange Commission, had the
                  nominee been nominated by the Board of Directors; and

                           E. The consent of each nominee to serve as a director
                  of the Corporation if so elected.

                  7.6.3 If the Corporation receives notice from a shareholder
         pursuant to Section 7.6.2 hereof and such notice, in the judgment of
         the Board of Directors, fails to comply, in any respect, with the
         requirements set forth in Section 7.6.2 hereof, then the Corporation
         shall notify the shareholder of the deficiencies with such notice
         within ten days of the Corporation's receipt of such notice. Commencing
         on the day of receipt of the deficiency notification from the
         Corporation, the shareholder shall have ten days to cure all
         deficiencies and provide the Corporation with notice which conforms to
         the requirements of Section 7.6.2 hereof. A shareholder shall be
         entitled to re-submit a notice as provided in Section 7.6.2 hereof only
         once for each annual meeting of the shareholders. Only candidates who
         have been nominated in accordance with



                                      -5-
<PAGE>

         Section 7.6.2 hereof shall be eligible for election by the shareholders
         as directors of the Corporation.

         7.7 Exception for Preferred Stock. Whenever the holders of any class or
series of stock having a preference over the Common Stock of the Corporation as
to dividends or assets shall have the right, voting separately as a class or
series, to elect one or more directors of the Corporation or to take any other
action, none of the provisions of Sections 7.2, 7.3, 7.4, 7.5 and 7.6 hereof
shall apply with respect to the director or directors elected or the action
taken by the holders of such class or series.

         7.8 Authority to Amend By-Laws.

                  7.8.1 The Board of Directors, by vote including a majority of
         the Disinterested Directors then in office, may adopt, amend, alter,
         modify, add to or repeal the By-Laws with respect to those matters
         which are not, by statute, reserved exclusively to the shareholders. No
         By-Law may be adopted, amended, altered, modified, added to or repealed
         by the shareholders unless, in addition to any other affirmative vote
         required by law, these Articles or otherwise, such action is approved
         by the affirmative votes of:

                           A. The holders of at least 80% of the voting power of
                  all then outstanding shares of Voting Stock, voting together
                  as a single class; and

                           B. The holders of at least a majority of the voting
                  power of the then outstanding shares of Voting Stock which are
                  not beneficially owned by any Interested Shareholder, voting
                  together as a single class.

                  7.8.2 The additional affirmative votes required by Section
         7.8.1 shall not apply to any shareholder adoption, amendment or repeal
         of any By-Law provision if:

                           A. Such action is recommended and submitted to the
                  shareholders for their consideration by the affirmative vote
                  of a majority of the Disinterested Directors; and

                           B. At the time of such recommendation the
                  Disinterested Directors constitute at least a majority of the
                  full Board of Directors, excluding any directors elected by
                  the holders of any class or series of stock having a
                  preference over the Common Stock as to dividends or assets.

         8. Votes Required for Certain Business Combinations.

             8.1 Business Combinations.

                  8.1.1 Special Votes for Certain Business Combinations. In
         addition to any affirmative vote required by law, these Articles or
         otherwise, and except as



                                      -6-
<PAGE>

         otherwise expressly provided in Section 8.2 hereof, approval of the
         following actions shall require the votes as required in Section 8.1.2
         hereof:

                           A. Any merger, consolidation or share exchange of the
                  Corporation or any Subsidiary with any Interested Shareholder
                  or with any other person (whether or not itself an Interested
                  Shareholder) which is, or after such merger, consolidation or
                  share exchange would be, an Affiliate or Associate of an
                  Interested Shareholder or which does not include in its
                  articles of incorporation the substance of the terms of this
                  Article 8, in each case without regard to which person is the
                  surviving person;

                           B. Any sale, lease, exchange, mortgage, pledge,
                  transfer or other disposition or security arrangement,
                  investment, loan, advance, guarantee, agreement to purchase,
                  agreement to pay, extension of credit, joint venture
                  participation or other arrangement (in one transaction or a
                  series of transactions) to, with or for the benefit of any
                  Interested Shareholder or any Affiliate or Associate of any
                  Interested Shareholder involving any assets, securities or
                  commitments of the Corporation or any Subsidiary having an
                  aggregate Fair Market Value, or involving aggregate
                  commitments equal to, 5% or more of Total Assets;

                           C. The issuance or transfer by the Corporation or any
                  Subsidiary (in one transaction or a series of transactions) of
                  any securities of the Corporation or any Subsidiary to any
                  Interested Shareholder or any Affiliate or Associate of any
                  Interested Shareholder in exchange for cash, securities or
                  other consideration (or a combination thereof) having an
                  aggregate Fair Market Value equal to 5% or more of Total
                  Assets;

                           D. The adoption of any plan or proposal for the
                  liquidation, dissolution or division of the Corporation
                  proposed by or on behalf of any Interested Shareholder or any
                  Affiliate or Associate of any Interested Shareholder;

                           E. Any reclassification of securities (including any
                  reverse stock split), or recapitalization of the Corporation,
                  or any merger or consolidation of the Corporation with any of
                  its Subsidiaries or any other transaction (whether or not with
                  or into or otherwise involving an Interested Shareholder)
                  which has the effect, directly or indirectly, of increasing
                  the proportionate share of the outstanding shares of any class
                  of equity securities or securities convertible into equity
                  securities of the Corporation or any Subsidiary which is
                  directly or indirectly beneficially owned by any Interested
                  Shareholder or any Affiliate or Associate of any Interested
                  Shareholder; or

                           F. Any other transaction or series of transactions
                  similar in purpose or effect to, or any agreement, contract or
                  other arrangement



                                      -7-
<PAGE>

                  providing for, any one or more of the transactions specified
                  in this Section 8.1.1.

                  8.1.2 Required Votes. Approval of the actions specified in
         Section 8.1.1 hereof shall require the affirmative votes of, and such
         affirmative votes shall be required notwithstanding the fact that no
         vote may be required, or that a lesser percentage may be specified, by
         law or in any agreement with any national securities exchange or
         otherwise, the following:

                           A. The holders of at least 80% of the voting power of
                  all then outstanding shares of Voting Stock, voting together
                  as a single class; and

                           B. The holders of at least a majority of the voting
                  power of the then outstanding shares of Voting Stock which are
                  not beneficially owned by such Interested Shareholder, voting
                  together as a single class

         8.2 Exceptions to Special Vote Requirements. The provisions of Section
8.1 shall not be applicable to any Business Combination, and such Business
Combination shall require only such affirmative vote (if any) as is required by
law, any other provision of these Articles, any agreement with any national
securities exchange or otherwise, if all of the following conditions are met:

                  8.2.1 Approval by Disinterested Directors. The Business
         Combination shall have been approved by a majority of the Disinterested
         Directors; or

                  8.2.2 Price and Procedural Requirements. All of the following
         six conditions shall have been met:

                           A. The aggregate amount of the cash and the Fair
                  Market Value as of the date of the consummation of the
                  Business Combination of consideration other than cash to be
                  received per share by holders of Common Stock in such Business
                  Combination shall be at least equal to the highest of the
                  following:

                                    (a) If applicable, the highest per share
                           price (including any brokerage commissions, transfer
                           taxes and soliciting dealers' fees) paid in order to
                           acquire any shares of Common Stock at any time
                           beneficially owned by the Interested Shareholder
                           which were acquired (i) within the two-year period
                           immediately prior to the first public announcement of
                           the proposed Business Combination or (ii) in the
                           transaction in which it became an Interested
                           Shareholder;

                                    (b) The Fair Market Value per share of
                           Common Stock, whichever is higher, (i) on the
                           Announcement Date or (ii) on the date on which the
                           Interested Shareholder became an Interested
                           Shareholder; or

                                      -8-
<PAGE>

                                    (c) If applicable, the price per share equal
                           to the Fair Market Value per share of Common Stock
                           determined pursuant to Section 8.2.2(A)(b)
                           immediately preceding, multiplied by the ratio of (i)
                           the highest per share price (including any brokerage
                           commissions, transfer taxes and soliciting dealers'
                           fees) paid in order to acquire any shares of Common
                           Stock at any time beneficially owned by the
                           Interested Shareholder which were acquired within the
                           two-year period immediately prior to the Announcement
                           Date or (ii) the Fair Market Value per share of
                           Common Stock on the first day in such two-year period
                           on which the Interested Shareholder beneficially
                           owned any shares of Common Stock;

                           B. The aggregate amount of the cash and the Fair
                  Market Value as of the date of the consummation of the
                  Business Combination of consideration other than cash to be
                  received per share by holders of shares of any other class or
                  series of Voting Stock shall be at least equal to the highest
                  of the following (it being intended that the requirements of
                  this Section 8.2.2(B) shall be required to be met with respect
                  to every class or series of outstanding Voting Stock, whether
                  or not the Interested Shareholder beneficially owns any shares
                  of a particular class or series of Voting Stock):

                                    (a) If applicable, the highest per share
                           price (including any brokerage commissions, transfer
                           taxes and soliciting dealers' fees) paid in order to
                           acquire any shares of such class or series of Voting
                           Stock at any time beneficially owned by the
                           Interested Shareholder which were acquired (i) within
                           the two-year period immediately prior to the
                           Announcement Date or (ii) in the transaction in which
                           it became an Interested Shareholder;

                                    (b) If applicable, the highest preferential
                           amount per share to which the holders of shares of
                           such class or series of Voting Stock are entitled in
                           the event of any voluntary or involuntary
                           liquidation, dissolution or winding up of the
                           Corporation;

                                    (c) The Fair Market Value per share of such
                           class or series of Voting Stock on the Announcement
                           Date or on the Determination Date, whichever is
                           higher; and

                                    (d) If applicable, the price per share equal
                           to the Fair Market Value per share of such class or
                           series of Voting Stock determined pursuant to Section
                           8.2.2(B)(c) hereof immediately preceding, multiplied
                           by the ratio of (i) the highest per share price
                           (including any brokerage commissions, transfer taxes
                           and soliciting



                                      -9-
<PAGE>

                           dealers' fees) paid in order to acquire any shares of
                           such class or series of Voting Stock at any time
                           beneficially owned by the Interested Shareholder
                           which were acquired within the two-year period
                           immediately prior to the Announcement Date to (ii)
                           the Fair Market Value per share of such class of
                           Voting Stock on the first day in such two-year period
                           on which the Interested Shareholder beneficially
                           owned any shares of such class or series of Voting
                           Stock.

                           C. The consideration to be received by holders of
                  each class or series of outstanding Voting Stock (including
                  Common Stock) shall be in cash or in the same form as was
                  previously paid in order to acquire shares of Voting Stock
                  which are beneficially owned by the Interested Shareholder. If
                  the Interested Shareholder beneficially owns shares of Voting
                  Stock which were acquired with varying forms of consideration,
                  the form of consideration to be received by holders of each
                  class or series of Voting Stock shall be either cash or the
                  form used to acquire the largest number of shares of Voting
                  Stock (regardless of class or series) beneficially owned by
                  the Interested Shareholder. All per share prices referred to
                  in Sections 8.2.2(A) and (B) hereof shall be appropriately
                  adjusted to reflect any intervening stock dividend, stock
                  split, combination of shares or similar event.

                           D. After the Determination Date and prior to the
                  consummation of such Business Combination:

                                    (a) Except as approved by a majority of the
                           Disinterested Directors, there shall have been no
                           failure to declare and pay at the regular date
                           therefor any full quarterly dividends (whether or not
                           cumulative) on any outstanding capital stock of the
                           Corporation having preference over the Common Stock
                           as to dividends or upon liquidation;

                                    (b) There shall have been (i) no reduction
                           in the annual rate of dividends paid on the Common
                           Stock (except as necessary to reflect any subdivision
                           of the Common Stock), except as approved by a
                           majority of the Disinterested Directors, and (ii) in
                           the event of any reclassification (including any
                           reverse stock split), recapitalization,
                           reorganization or any similar transaction which has
                           the effect of reducing the number of outstanding
                           shares of the Common Stock, an increase in such
                           annual rate of dividends (as necessary to prevent any
                           such reduction), unless the failure so to increase
                           such annual rate is approved by a majority of the
                           Disinterested Directors; and



                                      -10-
<PAGE>

                                    (c) Such Interested Shareholder shall not
                           have become the beneficial owner of any additional
                           shares of Voting Stock except as part of the
                           transaction in which it became an Interested
                           Shareholder.

                           E. After the Determination Date, such Interested
                  Shareholder shall not have received the benefit, directly or
                  indirectly (except proportionately as a shareholder), of any
                  loans, advances, guarantees, pledges or other financial
                  assistance or any tax credits or other tax advantages provided
                  by the Corporation, whether in anticipation of or in
                  connection with such Business Combination or otherwise.

                           F. If the proposed Business Combination otherwise
                  requires a shareholder vote, such Business Combination shall
                  be submitted to the holders of capital stock of the
                  Corporation entitled to vote thereon, and their proxies for
                  approval of such transaction shall be solicited in accordance
                  with the requirements of the Act, and the rules and
                  regulations promulgated thereunder, and in any event (whether
                  or not a shareholder vote is required), a proxy or information
                  statement describing the proposed Business Combination and
                  complying with such requirements shall be mailed to all
                  holders of Voting Stock and the holders of any other class or
                  series of stock entitled to vote thereon at least 30 days
                  prior to the earlier of the date of the shareholder meeting to
                  vote on such Business Combination or the consummation of such
                  Business Combination (whether or not such proxy or information
                  statement is required to be mailed pursuant to the Act or the
                  rules and regulations promulgated thereunder). The first page
                  of such proxy or information statement shall prominently
                  display any statement regarding the advisability (or
                  inadvisability) of the proposed Business Combination which a
                  majority of the Disinterested Directors then in office may
                  choose to make. Such proxy or information statement shall also
                  contain, if a majority of the Disinterested Directors then in
                  office so requests, an opinion of a reputable investment
                  banking firm (which firm shall be selected by a majority of
                  the Disinterested Directors then in office, furnished with all
                  information it reasonably requests, and paid a reasonable fee
                  for its services by the Corporation upon the Corporation's
                  receipt of such opinion) as to the fairness (or lack of
                  fairness) from a financial point of view of the terms of the
                  proposed Business Combination to the holders of Voting Stock
                  other than the Interested Shareholder and its Affiliates or
                  Associates.

         8.3 No Effect on Fiduciary Obligations of Interested Shareholder.
Nothing contained in this Article 8 shall be construed to relieve any Interested
Shareholder from any fiduciary obligation imposed by law or equity.

         8.4 Board Not Limited by Compliance. The fact that any Business
Combination complies with the conditions set forth in Section 8.2.2 hereof shall
not be construed



                                      -11-
<PAGE>

to impose any fiduciary duty, obligation or responsibility on the Board of
Directors, or any member thereof, to approve such Business Combination or
recommend its adoption or approval to the shareholders of the Corporation, nor
shall such compliance limit, prohibit or otherwise restrict in any manner the
business judgment of the Board of Directors, or any member thereof, with respect
to evaluations of or actions and responses taken with respect to such Business
Combination.

         9. Definitions; Interpretations; Amendments.

                  9.1 Definitions. For the purposes of these Articles:

                  9.1.1 The "Act" shall mean the Securities Exchange Act of
         1934, as amended.

                  9.1.2 An "Affiliate" of a specified person shall mean any
         person which, directly or indirectly through one or more
         intermediaries, controls, is controlled by or is under common control
         with the person specified.

                  9.1.3 "Announcement Date" shall have the meaning set forth in
         Section 8.2.2(A)(a)(i) hereof.

                  9.1.4 An "Associate" of a specified person shall mean:

                           A. Any director, officer or partner of, or any
         beneficial owner, directly or indirectly, of 5% or more of any class of
         equity securities of, such person or any of its Affiliates;

                           B. Any corporation or organization (other than the
         Corporation or a Subsidiary) of which such person is a director,
         officer or partner or is, directly or indirectly, the beneficial owner
         of 10% or more of any class of equity securities;

                           C. Any trust or other estate (other than an employee
         benefit plan of the Corporation or a Subsidiary) in which such person
         has a substantial beneficial interest or as to which such person serves
         as trustee or in a similar fiduciary capacity;

                           D. Any relative or spouse of such person, or any
         relative of such spouse, who has the same home as such person or who is
         a director or officer of the Corporation or any of its parents or
         Subsidiaries; and

                           E. Any investment company registered under the
         Investment Company Act of 1940 for which such person or any Affiliate
         or Associate of such person serves as investment advisor.



                                       -12-
<PAGE>

                  9.1.5 A person shall be a "beneficial owner" of any shares of
         Voting Stock:

                           A. Which such person or any of its Affiliates or
                  Associates owns, directly or indirectly;

                           B. Which such person or any of its Affiliates or
                  Associates has:

                                    (a) The right to acquire (whether or not
                           such right is exercisable immediately) pursuant to
                           any agreement, arrangement or understanding or upon
                           the exercise of conversion rights, exchange rights,
                           warrants or options, revocation of a trust, or
                           otherwise; or

                                    (b) The right to vote, or to direct the
                           voting of, pursuant to any agreement, arrangement or
                           understanding; or

                           C. Which are owned, directly or indirectly, by any
                  other person with which such person or any of its Affiliates
                  or Associates has any agreement, arrangement or understanding
                  for the purpose of acquiring, holding, voting or disposing of
                  any shares of Voting Stock.

                  9.1.6 "Business Combination" shall mean any transaction which
         is referred to in Section 8.1.1 hereof. In the event of any Business
         Combination in which the Corporation survives, the phrase
         "consideration other than cash to be received" as used in Section 8.2.2
         hereof shall include the shares of Common Stock and/or the shares of
         any other class or series of outstanding Voting Stock retained by the
         holders of such shares.

                  9.1.7 "Determination Date" shall have the meaning set forth in
         Section 8.2.2(A)(b)(ii) hereof.

                  9.1.8 With respect to the term "Disinterested Director":

                           A. The term shall mean a director of the Corporation
                  who is not an Interested Shareholder or an Affiliate,
                  Associate or representative of an Interested Shareholder and
                  either:

                                    (a) Was a director of the Corporation
                           immediately prior to the time the Interested
                           Shareholder became an Interested Shareholder; or

                                    (b) Is a successor to a Disinterested
                           Director and is recommended or elected to succeed a
                           Disinterested Director by a majority of the then
                           Disinterested Directors.

                                      -13-
<PAGE>

                           B. Whenever the holders of any class or series of
                  stock having a preference over the Common Stock as to
                  dividends or assets shall have the right, voting separately as
                  a class or series, to elect one or more directors of the
                  Corporation, the term "Disinterested Director" shall not
                  include any director elected by the holders of such class or
                  series.

                           C. As used with respect to any particular transaction
                  in Article 8 hereof or with respect to a determination or
                  interpretation as to such transaction under Sections 9.1.9 or
                  9.2 hereof, the term "Disinterested Director" shall include
                  all directors who are Disinterested Directors with respect to
                  the Interested Shareholder involved in such transaction.

                           D. In all other cases, unless the context otherwise
                  clearly requires, the term "Disinterested Director" shall mean
                  only those directors who are Disinterested Directors with
                  respect to all persons who are then Interested Shareholders.

                  9.1.9 "Fair Market Value" shall mean:

                           A. In the case of stock, the highest closing sale
                  price during the 30-day period immediately preceding the date
                  in question of a share of such stock on a national securities
                  exchange registered under the Act on which such stock is
                  listed, or if such stock is not listed, the highest closing
                  sale price, or if none, the highest closing bid quotation,
                  with respect to a share of such stock during the 30-day period
                  preceding the date in question on the National Association of
                  Securities Dealers, Inc. Automated Quotation System, or any
                  such similar system then in use, or if there are no such
                  quotations available, the highest closing bid quotation as
                  reported in the "pink sheets" of the National Association of
                  Securities Dealers, or if not so reported, the fair market
                  value on the date in question of a share of such stock as
                  determined in good faith by a majority vote of the
                  Disinterested Directors; and

                           B. In the case of property other than stock or cash,
                  the fair market value of such property on the date in question
                  as determined in good faith by a majority vote of the
                  Disinterested Directors or by a qualified appraiser retained
                  by them for such purpose.

                  9.1.10 With respect to the term "Interested Shareholder":

                           A. The term at any particular time shall mean any
                  person (other than the Corporation or a Subsidiary, an
                  employee benefit plan of the Corporation or a Subsidiary, the
                  Voting Trust of the Denver and Ephrata Telephone and Telegraph
                  Company (the "Voting Trust"), the William and Jemima Brossman
                  Charitable Foundation (the "Charitable Foundation"), a
                  successor trust to the Voting Trust, a successor foundation



                                      -14-
<PAGE>

                  to the Charitable Foundation, Anne B. Sweigart, Emily B.
                  Sprecher, W. Garth Sprecher, any heir of W. Garth Sprecher, a
                  trustee or fiduciary of the Voting Trust, the Charitable
                  Foundation or any such plan when acting in such capacity and
                  any other person deemed by a majority of the Disinterested
                  Directors not to be an Interested Shareholder) which:

                                    (a) Is at such time the beneficial owner,
                           directly or indirectly, of more than 10% of the
                           voting power of the outstanding Voting Stock;

                                    (b) Is at such time an Affiliate of the
                           Corporation and at any time within the two-year
                           period immediately prior to such time was the
                           beneficial owner, directly or indirectly, of more
                           than 10% of the voting power of the then outstanding
                           Voting Stock;

                                    (c) Is at such time an assignee of or has
                           otherwise succeeded to the beneficial ownership of
                           any shares of Voting Stock which were at any time
                           within the two-year period immediately prior to such
                           time beneficially owned by any Interested
                           Shareholder, if such assignment or succession shall
                           have occurred in the course of a transaction or
                           series of transactions not involving a public
                           offering within the meaning of the Securities Act of
                           1933, as amended; or

                                    (d) With respect to any particular
                           transaction, any of the foregoing involved in such
                           transaction, any Affiliate or Associate of such
                           Interested Shareholder and any other member of a
                           group acting in concert with such Interested
                           Shareholder.

                           B. For the purposes of determining whether a person
                  is an Interested Shareholder pursuant to this Section 9.1.10,
                  the number of shares of Voting Stock deemed to be outstanding
                  shall include shares deemed owned by an Interested Shareholder
                  through application of Section 9.1.5 hereof but shall not
                  include any other shares of Voting Stock which may be issuable
                  pursuant to any agreement, arrangement or understanding, or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise.

                  9.1.11 A "person" shall mean any individual, firm,
         corporation, partnership, joint venture, trust or other entity and
         shall include any group comprised of any person and any other person
         with whom such person or any Affiliate or Associate of such person has
         any agreement, arrangement or understanding, directly or indirectly,
         for the purpose of acquiring, holding, voting or disposing of Voting
         Stock. As used herein, the pronouns "which", "that" and "it" in
         relation to persons that are individuals shall be construed to mean
         "who" or "whom", "he" or "she" and "him" or "her", as appropriate.



                                      -15-
<PAGE>

                  9.1.12 "Subsidiary" shall mean any corporation of which a
         majority of any class of equity security is owned, directly or
         indirectly, by the Corporation, as well as any Affiliate of the
         corporation which is controlled by the Corporation.

                  9.1.13 "Total Assets" shall mean the consolidated total assets
         of the Corporation and its consolidated subsidiaries as of the close of
         the most recent fiscal quarter ended on or prior to the Announcement
         Date of the Business Combination in question, as shown on the
         consolidated balance sheet published by the Corporation for such
         quarter.

                  9.1.14 "Voting Stock" shall mean capital stock of the
         Corporation entitled to vote generally in an annual election of
         directors of the Corporation.

         9.2 Powers of the Disinterested Directors. The Disinterested Directors,
by a majority vote, are authorized to interpret all the terms and provisions of
these Articles and to determine, on the basis of information known to them after
reasonable inquiry, any fact necessary to determine compliance with any term or
provision of these Articles, including, without limitation, the following, and
any such interpretation or determination made in good faith shall be binding and
conclusive for all purposes of these Articles:

                  A. Whether a person is an Interested Shareholder;

                  B. The number of shares of Voting Stock beneficially owned by
         any person;

                  C. Whether a person is an Affiliate or Associate of another
         person;

                  D. Whether any articles of incorporation provision required by
         Section 8.1.1(A) hereof complies with such section and is valid and
         enforceable;

                  E. Whether the requirements of Section 8.2.2 hereof have been
         met with respect to any Business Combination; and

                  F. Whether the assets which are the subject of any Business
         Combination have, or the consideration to be received for the issuance
         or transfer of securities by the Corporation or any Subsidiary in any
         Business Combination has, an aggregate Fair Market Value equal to 5% or
         more of Total Assets.

         9.3 Amendment, Repeal, Etc.

                  9.3.1 The Corporation reserves the right to amend, alter,
         change or repeal any provision contained in these Articles in the
         manner now or hereafter prescribed by law, and all rights conferred
         upon shareholders herein are granted subject to this reservation.



                                      -16-
<PAGE>

                  9.3.2 In addition to any affirmative vote required by law,
         these Articles or otherwise, any amendment, alteration, change or
         repeal of any provision of Article 7, Article 8, Article 9, Article 10
         or Article 11 hereof, or the adoption of any provision inconsistent
         therewith, shall require the affirmative votes of:

                           A. The holders of at least 90% of the voting power of
                  all then outstanding shares of Voting Stock, voting together
                  as a single class; and

                           B. The holders of at least a majority of the voting
                  power of the then outstanding shares of Voting Stock which are
                  not beneficially owned by any Interested Shareholder, voting
                  together as a single class.

                  9.3.3 The additional affirmative votes required by Section
         9.3.2z hereof shall not apply to any amendment, alteration, change or
         repeal of any provision of Article 7, Article 8, Article 9, Article 10
         or Article 11 of these Articles if:

                           A. It is recommended and submitted to the
                  shareholders for their consideration by the affirmative vote
                  of a majority of the Disinterested Directors; and

                           B. At the time of such recommendation the
                  Disinterested Directors constitute at least a majority of the
                  full Board of Directors, excluding any directors elected by
                  the holders of any class or series of stock having a
                  preference over the Common Stock as to dividends or assets.

         10. Statutory Antitakeover Provisions.

         Subchapters E and G of Chapter 25 of the Pennsylvania Business
Corporation Law of 1988, as amended, shall not be applicable to the Corporation.

         11. Indemnification and Personal Liability.

                  11.1 Indemnification. The Corporation shall indemnify and hold
         harmless to the full extent not prohibited by law, as the same exists
         or may hereinafter be amended, interpreted or implemented (but, in the
         case of any amendment, only to the extent that such amendment permits
         the Corporation to provide broader indemnification rights than are
         permitted the Corporation to provide prior to such amendment), each
         person who was or is made a party or is threatened to be made a party
         to or is otherwise involved in (as a witness or otherwise) any
         threatened, pending or completed claim, action, suit, or proceeding,
         whether civil, criminal, administrative, investigative or other and
         whether or not by or in the right of the Corporation or otherwise
         (hereinafter, a "proceeding"), by reason of the fact that he or she, or
         a person of whom he or she is the heir, executor, or administrator, is
         or was a director or officer of the Corporation or is or was serving at
         the request of the Corporation as a director, officer, employee,
         fiduciary, trustee or other representative of another corporation or of
         a partnership, joint venture, trust or other enterprise (including
         without limitation service with respect to employee benefit plans), or
         where the basis of such proceeding is any alleged action or failure to
         take any action by any such



                                      -17-
<PAGE>

         of the foregoing persons while acting in an official capacity as a
         director or officer of the Corporation or in any other capacity on
         behalf of the Corporation while such person is or was serving as a
         director or officer of the Corporation, against all expenses, liability
         and loss, including but not limited to attorneys' fees, judgments,
         fines, ERISA excise taxes or penalties and amounts paid or to be paid
         in settlement whether with or without court approval, actually incurred
         or paid by such person in connection therewith. Other persons who are
         not directors or officers of the Corporation, or their heirs,
         executors, or administrators, may be similarly indemnified in respect
         of service to the Corporation or to another such entity at the request
         of the Corporation to the extent the Board of Directors at any time
         designates such person as entitled to the benefits of this Article 11.

                  11.2 Initiation of Proceedings. Notwithstanding the foregoing,
         and except as provided in Section 11.5 hereof, the Corporation shall
         indemnify any such person seeking indemnification in connection with a
         proceeding (or part thereof) initiated by such person only if such
         proceeding (or part thereof) was authorized by the Board of Directors
         of the Corporation.

                  11.3 Contract Right; Advancement of Expenses. Subject to the
         limitation set forth above concerning proceedings initiated by the
         person seeking indemnification, the right to indemnification conferred
         in this Article 11 shall be a contract right and shall include the
         right to be paid by the Corporation the expenses incurred in defending
         any such proceeding (or part thereof) or in enforcing his or her rights
         under this Article 11 in advance of the final disposition thereof
         promptly after receipt by the Corporation of a request therefor stating
         in reasonable detail the expenses incurred; provided, however, that to
         the extent required by law, the payment of such expenses incurred by a
         director or officer of the Corporation in advance of the final
         disposition of a proceeding shall be made only upon receipt of an
         undertaking, by or on behalf of such person, to repay all amounts so
         advanced if and to the extent it shall ultimately be determined by a
         court that he or she is not entitled to be indemnified by the
         Corporation under this Article 11, or in the case of a criminal action,
         the majority of the Board of Directors so determines that he or she is
         not entitled to be indemnified by the Corporation or otherwise.

                  11.4 Former Officials. The right to indemnification and
         advancement of expenses provided herein shall continue as to a person
         who has ceased to be a director or officer of the Corporation or to
         serve in any of the other capacities described herein and shall inure
         to the benefit of the heirs, executors and administrators of such
         person.

                  11.5 Authority to File Suit. If a claim for indemnification
         under this Article 11 hereof is not paid in full by the Corporation
         within thirty days after a written claim therefor has been received by
         the Corporation, the claimant may, at any time thereafter, bring suit
         against the Corporation to recover the unpaid amount of the claim, and
         if successful in whole or in part on the merits or otherwise in
         establishing his or her right to indemnification or to the advancement
         of expenses, the claimant shall be entitled to be paid also the expense
         of prosecuting such claim.

                  11.6 Exclusivity. The right to indemnification and the payment
         of expenses incurred in defending a proceeding in advance of a final
         disposition conferred in this Article 11 and the right to payment of
         expenses conferred in Section 11.5 hereof shall not be deemed exclusive
         of any other rights to which those seeking indemnification or
         advancement of expenses



                                      -18-
<PAGE>

         hereunder may be entitled under any By-Law, agreement, vote of
         shareholders, vote of directors or otherwise, both as to actions in his
         or her official capacity and as to actions in any other capacity while
         holding that office, the Corporation having the express authority to
         enter into such agreements or arrangements as the board of directors
         deems appropriate for the indemnification of and advancement of
         expenses to present or future directors and officers as well as
         employees, representatives or agents of the Corporation in connection
         with their status with or services to or on behalf of the Corporation
         or any other corporation, partnership, joint venture, trust or other
         enterprise, including any employee benefit plan, for which such person
         is serving at the request of the Corporation.

                  11.7 Reserves. 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, including its obligation to advance expenses, whether
         arising under or pursuant to this Article 11 or otherwise.

                  11.8 Insurance. The Corporation may purchase and maintain
         insurance on behalf of any person who is or was a director or officer
         or representative of the Corporation, or is or was serving at the
         request of the Corporation as a representative of another corporation,
         partnership, joint venture, trust or other enterprise, against any
         liability asserted against such person and incurred by such person in
         any such capacity, or arising out of his or her status as such, whether
         or not the Corporation has the power to indemnify such person against
         such liability under the laws of this or any other state.

                  11.9 Amendment. Neither the modification, amendment,
         alteration or repeal of this Article 11 or any of its provisions nor
         the adoption of any provision inconsistent with this Article 11 or any
         of its provisions shall adversely affect the rights of any person to
         indemnification and advancement of expenses existing at the time of
         such modification, amendment, alteration or repeal or the adoption of
         such inconsistent provision.

                  11.10 Liability Limitation. To the fullest extent that the
         laws of the Commonwealth of Pennsylvania, as now in effect or as
         hereafter amended, permit elimination or limitation of the liability of
         directors, no Director of the Company shall be personally liable for
         monetary damages as such for any action taken, or any failure to take
         any action, as a Director. Any amendment or repeal of this Section
         11.10 which has the effect of increasing Director liability shall
         operate prospectively only, and shall not affect any action taken, or
         any failure to act, prior to its adoption.



                                      -19-