**Exhibit 3.1**

**AMENDED AND RESTATED**

**ARTICLES OF INCORPORATION**

**OF**

**ESB FINANCIAL CORPORATION**

**Article 1. Name.**The name of the corporation is ESB Financial Corporation (hereinafter referred to as the “Corporation”).

**Article 2. Registered Office.**The address of the registered office of the Corporation in the Commonwealth of Pennsylvania is 600Lawrence Avenue, Ellwood City, Pennsylvania 16117. 

**Article 3. Nature of Business.**The purpose of the Corporation is to engage inany lawful act or activity for which a corporation may be organized under the Business Corporation Law of 1988, as amended, of the Commonwealth of Pennsylvania (the “BCL”). The Corporation is incorporated under the provisions of the BCL.

**Article 4. Duration**. The term of the existence of the Corporation shall be perpetual. 

**Article 5. Capital Stock.**

**A.Authorized Amount.**The total number of shares of capital stock which the Corporation has authority to issue is 35,000,000 of which 5,000,000 shall be serial preferred stock, par value $0.01 per share (hereinafter the “PreferredStock”), and 30,000,000 shall be common stock, par value $0.01 per share (hereinafter the “Common Stock”). Except to the extent required by governing law, rule or regulation, the shares of capital stock may be issued from time to timeby the Board of Directors without further approval of stockholders. The Corporation shall have the authority to purchase its capital stock out of funds lawfully available therefor. 

**B. Common Stock.**Except as provided in this Article 5 (or in any resolution or resolutions adopted by the Board of Directors pursuant hereto), theexclusive voting power shall be vested in the Common Stock, with each holder thereof being entitled to one vote for each share of such Common Stock standing in the holder’s name on the books of the Corporation. Subject to any rights andpreferences of any class of stock having preference over the Common Stock, holders of Common Stock shall be entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon any liquidation,dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Common Stock shall be entitled to receive pro rata the remaining assets of the Corporation after the holders of any class of stock havingpreference over the Common Stock have been paid in full any sums to which they may be entitled. 

**C. Authority of Board to Fix Terms ofPreferred Stock.**The Board of Directors shall have the full authority permitted by law to divide the authorized and unissued shares of Preferred Stock into series and to fix by resolution full, limited, multiple or fractional, or no votingrights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights, and other special or relative rights of the Preferred Stock or any series thereof that may be desired. 

**D. Uncertificated Shares.**Any or all classes and series of shares of the Corporation, or any part thereof, may be represented by uncertificatedshares to the extent determined by the Board of Directors, except as required by applicable law, including that shares represented by a certificate that is issued and outstanding shall continue to be represented thereby until the certificate issurrendered to the Corporation or its transfer agent. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation 

 

1 

shall send to the registered owner thereof a written notice containing the information required by applicable law to be set forth or stated on certificates.Except as otherwise expressly provided by law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

**Article 6. Directors.**The business and affairs of the Corporation shall be managed by or under the direction of a Board ofDirectors. 

**A. Number.**Except as otherwise increased from time to time by the exercise of the rights of the holders of any class orseries of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors, the number of directors of the Corporation shall be determined as stated in the Corporation’s Bylaws, as may be amendedfrom time to time. 

**B. Classification and Term.**The initial directors shall serve until the first annual meeting of stockholdersafter the effective date of the original Articles of Incorporation of the Corporation. At such first annual meeting, a classified Board of Directors will be elected to succeed the initial directors. The Board of Directors, other than those who maybe elected by the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation, shall be divided into three classes as nearly equal in number as possible, with one class to be elected annuallyat each annual meeting subsequent to the first annual meeting of stockholders. The term of office of the directors elected at the first annual meeting of stockholders shall be as follows: 

(1) the term of office of the directors of the first class shall expire at the first annual meeting of stockholders after their election as directors;

(2) the term of office of the directors of the second class shall expire at the second annual meeting of stockholders after their electionas directors; and 

(3) the term of office of the directors of the third class shall expire at the third annual meeting of stockholdersafter their election as directors; and, as to the directors of each class, when their respective successors are elected and qualified. At each annual meeting of stockholders subsequent to the first annual meeting of stockholders, the directorselected to succeed those in the class whose terms are expiring shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders and when their respective successors are elected and qualified. Notwithstanding theforegoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director ordirectors elected by such holders shall expire at the next succeeding annual meeting of stockholders and vacancies created with respect to any directorship of the directors so elected may be filled in the manner specified by the terms of suchPreferred Stock. 

**C. No Cumulative Voting.**Stockholders of the Corporation shall not be permitted to cumulate their votes for theelection of directors. 

**D. Vacancies.**Except as otherwise fixed pursuant to the provisions of Article 5 hereof relating to therights of the holders of any class or series of stock having preference over the Common Stock as to dividends or upon liquidation to elect directors, any vacancy occurring in the Board of Directors, including any vacancy created by reason of anincrease in the number of directors, shall be filled by a majority vote of the directors then in office, whether or not a quorum is present, or by a sole remaining director, and any director so chosen shall serve until the term of the class to whichhe was appointed shall expire and until his successor is elected and qualified. When the number of directors is changed, the Board of Directors shall determine the class or classes to which the increased or decreased number of directors shall beapportioned, provided that no decrease in the number of directors shall shorten the term of any incumbent director. 

 

2 

**E. Removal.**Subject to the rights of any class or series of stock having preference over theCommon Stock as to dividends or upon liquidation to elect directors, any director (including persons elected by directors to fill vacancies in the Board of Directors) may be removed from office without cause by an affirmative vote of not less than75% of the total votes eligible to be cast by stockholders at a duly constituted meeting of stockholders called expressly for such purpose and may be removed from office with cause by an affirmative vote of not less than a majority of the totalvotes eligible to be cast by stockholders. Cause for removal shall exist only if the director whose removal is proposed has been either declared of unsound mind by an order of a court of competent jurisdiction, convicted of a felony or of an offensepunishable by imprisonment for a term of more than one year by a court of competent jurisdiction, or deemed liable by a court of competent jurisdiction for gross negligence or misconduct in the performance of such director’s duties to theCorporation. At least 30 days prior to such meeting of stockholders, written notice shall be sent to the director whose removal will be considered at the meeting. Directors may also be removed from office in the manner provided in Sections 1726(b)and 1726(c) of the BCL, or any successors to such sections. 

**F. Nominations of Directors.**Nominations of candidates for election asdirectors at any annual meeting of stockholders may be made (a) by, or at the direction of, a majority of the Board of Directors or (b) by any stockholder entitled to vote at such annual meeting. Only persons nominated in accordance withthe procedures set forth in this Article 6.F shall be eligible for election as directors at an annual meeting. Ballots bearing the names of all the persons who have been nominated for election as directors at an annual meeting in accordance with theprocedures set forth in this Article 6.F shall be provided for use at the annual meeting. 

Nominations, other than those made by or at thedirection of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Article 6.F. To be timely, a stockholder’s notice shall be delivered to, or mailed and received at,the principal executive offices of the Corporation not less than 60 days prior to the anniversary date of the immediately preceding annual meeting of stockholders of the Corporation; provided, however, that with respect to the first scheduled annualmeeting, notice by the stockholder must be so delivered or received no later than the close of business on the tenth day following the day on which notice of the date of the scheduled annual meeting was mailed, provided further that the notice bythe stockholder must be delivered or received no later than the close of business on the fifth day preceding the date of the meeting. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominatefor election or re-election as a director and as to the stockholder giving the notice (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) theclass and number of shares of Corporation stock which are Beneficially Owned (as defined in Article 10.A(e)) by such person on the date of such stockholder notice, and (iv) any other information relating to such person that is required to bedisclosed in solicitations of proxies with respect to nominees for election as directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, informationrequired to be disclosed by Items 4, 5, 6 and 7 of Schedule 14A and information which would be required to be filed on Schedule 14B with the Securities and Exchange Commission (or any successors of such items or schedules); and (b) as to thestockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder and any other stockholders known by such stockholder to be supporting such nominees and (ii) the class and numberof shares of Corporation stock which are Beneficially Owned by such stockholder on the date of such stockholder notice and, to the extent known, by any other stockholders known by such stockholder to be supporting such nominees on the date of suchstockholder notice. At the request of the Board of Directors, any person nominated by, or at the direction of, the Board for election as a director at an annual meeting shall furnish to the Secretary of the Corporation that information required tobe set forth in a stockholder’s notice of nomination which pertains to the nominee. 

The Board of Directors may reject any nominationby a stockholder not timely made in accordance with the requirements of this Article 6.F. If the Board of Directors, or a designated committee thereof, determines that the information provided in a stockholder’s notice does not satisfy theinformational requirements of this Article 6.F in any material respect, the Secretary of the Corporation shall promptly notify such stockholder of the deficiency in the notice. The stockholder shall have an opportunity to cure the deficiency byproviding additional information to the Secretary within such period of time, not to exceed five days from the date such deficiency 

 

3 

notice is given to the stockholder, as the Board of Directors or such committee shall reasonably determine. If the deficiency is not cured within suchperiod, or if the Board of Directors or such committee reasonably determines that the additional information provided by the stockholder, together with information previously provided, does not satisfy the requirements of this Article 6.F in anymaterial respect, then the Board of Directors may reject such stockholder’s nomination. The Secretary of the Corporation shall notify a stockholder in writing whether his nomination has been made in accordance with the time and informationalrequirements of this Article 6.F. Notwithstanding the procedures set forth in this paragraph, if neither the Board of Directors nor such committee makes a determination as to the validity of any nominations by a stockholder, the presiding officer ofthe annual meeting shall determine and declare at the annual meeting whether the nomination was made in accordance with the terms of this Article 6.F. If the presiding officer determines that a nomination was made in accordance with the terms ofthis Article 6.F, he shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to such nominee. If the presiding officers determines that a nomination was not made in accordance with the terms of thisArticle 6.F, he shall so declare at the annual meeting and the defective nomination shall be disregarded. 

Notwithstanding the foregoing,and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the provisions of this Article 6.Fshall not apply with respect to the director or directors elected by such holders of Preferred Stock. 

**G. Discharge of Duties.**Indischarging the duties of their respective positions, the Board of Directors, committees of the Board of Directors and individual directors shall, in considering the best interests of the Corporation, consider the effects of any action upon theemployees of the Corporation and its subsidiaries, the depositors and borrowers of any insured institution subsidiary, the communities in which offices or other establishments of the Corporation or any subsidiary are located and all other pertinentfactors. 

**Article 7. Preemptive Rights.**No holder of the capital stock of the Corporation shall be entitled as such, as a matter ofright, to subscribe for or purchase any part of any new or additional issue of stock of any class whatsoever of the Corporation, or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized, or whether issuedfor cash or other consideration or by way of a dividend. 

**Article 8. Indemnification, etc. of Officers, Directors, Employees andAgents.**

**A**. **Personal Liability of Directors.**A director of the Corporation shall not be personally liable for monetarydamages for any action taken, or any failure to take any action, as a director except to the extent that by law a director’s liability for monetary damages may not be limited. 

**B. Indemnification.**The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, including actions by or in the right of the Corporation, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee oragent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under Pennsylvania law. 

**C. Advancement of Expenses.**Reasonable expenses incurred by a director, officer, or employee or agent of the Corporation in defending a civil orcriminal action, suit or proceeding described in Article 8.B may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount ifit shall ultimately be determined that the person is not entitled to be indemnified by the Corporation. 

 

4 

**D. Other Rights.**The indemnification and advancement of expenses provided by or pursuant to thisArticle 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any insurance or other agreement, vote of stockholders or directors or otherwise, both as to actionsin their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors andadministrators of such person. 

**E. Insurance.**The Corporation shall have the power to purchase and maintain insurance on behalf ofany person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or otherenterprise, 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 such liability under the provisionsof this Article 8. 

**F. Security Fund; Indemnity Agreements.**By action of the Board of Directors (notwithstanding their interest inthe transaction), the Corporation may create and fund a trust fund or fund of any nature, and may enter into agreements with its officers, directors, employees and agents for the purpose of securing or insuring in any manner its obligation toindemnify or advance expenses provided for in this Article 8. 

**G. Modification.**The duties of the Corporation to indemnify and toadvance expenses to any person as provided in this Article 8 shall be in the nature of a contract between the Corporation and each such person, and no amendment or repeal of any provision of this Article 8, and no amendment or termination of anytrust or other fund created pursuant to Article 8.F hereof, shall alter to the detriment of such person the right of such person to the advancement of expenses or indemnification related to a claim based on an act or failure to act which took placeprior to such amendment, repeal or termination. 

**H. Proceeding. Initiated by Indemnified Persons.**Notwithstanding any otherprovision of this Article 8, the Corporation shall not indemnify a director, officer, employee or agent for any liability incurred in an action, suit or proceeding initiated by (which shall not be deemed to include counter-claims or affirmativedefenses) or participated in as an intervenor or amicus curiae by the person seeking indemnification unless such initiation of or participation in the action, suit or proceeding is authorized, either before or after its commencement, by theaffirmative vote of a majority of the directors then in office. 

**Article 9. Meetings of Stockholders and Stockholder Proposals.**

**A. Definitions**

(a)Acquire. The term “Acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise. 

(b) Acting in Concert. The term “Acting in Concert” means (a) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an expressagreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

(c) Affiliate. An “Affiliate” of, or a Person “affiliated with,” a specified Person, means a Person thatdirectly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. 

(d) Associate. The term “Associate” when used to indicate a relationship with any Person means: 

(i) Any corporation or organization (other than the Corporation or a Subsidiary of the Corporation), or any subsidiary or parent thereof, of which such Person is a director, officer or partner or is, directly or indirectly, the BeneficialOwner of 10% or more of any class of equity securities; 

 

5 

(ii) Any trust or other estate in which such Person has a 10% or greater beneficialinterest or as to which such Person serves as trustee or in a similar fiduciary capacity, provided, however, such term shall not include any employee stock benefit plan of the Corporation or a Subsidiary of the Corporation in which such Person has a10% or greater beneficial interest or serves as a trustee or in a similar fiduciary capacity; 

(iii) Any relative or spouseof 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 a Subsidiary of the Corporation (or any subsidiary or parent thereof); or 

(iv) Any investment company registered under the Investment Company Act of 1940 for which such Person or any Affiliate or Associate ofsuch Person serves as investment advisor. 

(e) Beneficial Owner (including Beneficially Owned). A Person shall be considered the“Beneficial Owner” of any shares of stock (whether or not owned of record): 

(i) With respect to which such Personor any Affiliate or Associate of such Person directly or indirectly has or shares (A) voting power, including the power to vote or to direct the voting of such shares of stock, and/or (B) investment power, including the power to dispose ofor to direct the disposition of such shares of stock; 

(ii) Which such Person or any Affiliate or Associate of such Personhas (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants oroptions, or otherwise, and/or (B) the right to vote pursuant to any agreement, arrangement or understanding (whether such right is exercisable immediately or only after the passage of time); or 

(iii) Which are Beneficially Owned within the meaning of (i) or (ii) of this Article 9.A(e) by any other Person with which suchfirst-mentioned Person or any of its Affiliates or Associates either (A) has any agreement, arrangement or understanding, written or oral, with respect to acquiring, holding, voting or disposing of any shares of stock of the Corporation or anySubsidiary of the Corporation or acquiring, holding or disposing of all or substantially all, or any Substantial Part, of the assets or business of the Corporation or a Subsidiary of the Corporation, or (B) is Acting in Concert. For the purposeonly of determining whether a Person is the Beneficial Owner of a percentage specified in this Article 9 of the outstanding Voting Shares, such shares shall be deemed to include any Voting Shares which may be issuable pursuant to any agreement,arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants, options or otherwise and which are deemed to be Beneficially Owned by such Person pursuant to the foregoing provisions of this Article 9.A(e), butshall not include any other Voting Shares which may be issuable in such manner. 

(f) Offer. The term “Offer” shall meanevery offer to buy or acquire, solicitation of an offer to sell, tender offer or request or invitation for tender of, a security or interest in a security for value; provided that the term “Offer” shall not include (i) inquiriesdirected solely to the management of the Corporation and not intended to be communicated to stockholders which are designed to elicit an indication of management’s receptivity to the basic structure of a potential acquisition with respect tothe amount of cash and or securities, manner of acquisition and formula for determining price, or (ii) non-binding expressions of understanding or letters of intent with the management of the Corporation regarding the basic structure of apotential acquisition with respect to the amount of cash and or securities, manner of acquisition and formula for determining price. 

 

6 

(g) Person. The term “Person” shall mean any individual, partnership, corporation,association, trust, group or other entity. When two or more Persons act as a partnership, limited partnership, syndicate, association or other group for the purpose of acquiring, holding or disposing of shares of stock, such partnership, syndicate,associate or group shall be deemed a “Person.” 

(h) Substantial Part. The term “Substantial Part” as used withreference to the assets of the Corporation or of any Subsidiary means assets having a value of more than 10% of the total consolidated assets of the Corporation and its Subsidiaries as of the end of the Corporation’s most recent fiscal yearending prior to the time the determination is being made. 

(i) Subsidiary. “Subsidiary” means any corporation of which amajority of any class of equity security is owned, directly or indirectly, by the Person in question. 

(j) Voting Shares.“Voting Shares” shall mean shares of the Corporation entitled to vote generally in an election of directors. 

**B. CertainDeterminations With Respect to Article 9.**A majority of the directors shall have the power to determine for the purposes of this Article 9, on the basis of information known to them and acting in good faith: (A) the number of Voting Sharesof which any Person is the Beneficial Owner, (B) whether a Person is an Affiliate or Associate of another, (C) whether a Person has an agreement, arrangement or understanding with another as to the matters referred to in the definition of“Beneficial Owner” as hereinabove defined, and (D) such other matters with respect to which a determination is required under this Article 9. 

**C. Directors, Officers or Employees.**Directors, officers or employees of the Corporation or any Subsidiary thereof shall not be deemed to be a group with respect to their individual acquisitions of any class ofequity securities of the Corporation solely as a result of their capacities as such. 

**D. Special Meetings of Stockholders.**Except asotherwise required by law, special meetings of the stockholders of the Corporation may be called only by (i) the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office,(ii) the Chairman of the Board or (iii) the President. 

**E. Action Without a Meeting.**Any action permitted to be taken bythe stockholders at a meeting may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the stockholders who would be entitled to vote at a meeting for such purpose and filed with the Secretaryof the Corporation as part of the corporate records. 

**F. Stockholder Proposals.**At an annual meeting of stockholders, only such newbusiness shall be conducted, and only such proposals shall be acted upon, as shall have been brought before the annual meeting by, or at the direction of, (a) the Board of Directors or (b) any stockholder of the Corporation who complieswith all the requirements set forth in this Article 9.F. 

Proposals, other than those made by or at the direction of the Board ofDirectors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Article 9.F. For stockholder proposals to be included in the Corporation’s proxy materials, the stockholder must comply withall the timing and informational requirements of Rule 14a-8 of the Exchange Act (or any successor regulation). With respect to stockholder proposals to be considered at the annual meeting of stockholders but not included in the Corporation’sproxy materials, the stockholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 60 days prior to the anniversary date of the immediately preceding annual meeting ofstockholders of the Corporation; provided, however, that with respect to the first scheduled annual meeting, such written notice shall be received by the Corporation not later than the close of business on the tenth day following the day on whichnotice of the meeting was mailed to stockholders, provided further that the written notice must be received by the Corporation no later than the close of business on the fifth day preceding the date of the meeting. Such stockholder’s noticeshall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the proposal desired to 

 

7 

be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on theCorporation’s books, of the stockholder proposing such business and, to the extent known, any other stockholders known by such stockholder to be supporting such proposal, (c) the class and number of shares of the Corporation stock whichare Beneficially Owned by the stockholder on the date of such stockholder notice and, to the extent known, by any other stockholders known by such stockholder to be supporting such proposal on the date of such stockholder notice, and (d) anyfinancial interest of the stockholder in such proposal (other than interests which all stockholders would have). 

The Board of Directorsmay reject any stockholder proposal not timely made in accordance with the terms of this Article 9.F. If the Board of Directors, or a designated committee thereof, determines that the information provided in a stockholder’s notice does notsatisfy the informational requirements of this Article 9.F in any material respect, the Secretary of the Corporation shall promptly notify such stockholder of the deficiency in the notice. The stockholder shall have an opportunity to cure thedeficiency by providing additional information to the Secretary within such period of time not to exceed five days from the date such deficiency notice is given to the stockholder as the Board of Directors or such committee shall reasonablydetermine. If the deficiency is not cured within such period, or if the Board of Directors or such committee determines that the additional information provided by the stockholder, together with information previously provided, does not satisfy therequirements of this Article 9.F in any material respect, then the Board of Directors may reject such stockholder’s proposal. The Secretary of the Corporation shall notify a stockholder in writing whether his proposal has been made inaccordance with the time and informational requirements of this Article 9.F. Notwithstanding the procedures set forth in this paragraph, if neither the Board of Directors nor such committee makes a determination as to the validity of any stockholderproposal, the presiding officer of the annual meeting shall determine and declare at the annual meeting whether the stockholder proposal was made in accordance with the terms of this Article 9.F. If the presiding officer determines that astockholder proposal was made in accordance with the terms of this Article 9.F, he shall so declare at the annual meeting and ballots shall be provided for use at the meeting with respect to any such proposal. If the presiding officer determinesthat a stockholder proposal was not made in accordance with the terms of this Article 9.F, he shall so declare at the annual meeting and any such proposal shall not be acted upon at the annual meeting. 

This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees ofthe Board of Directors, but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated, filed and received as herein provided. 

**Article 10. Amendment of Articles and Bylaws.**

**A. Articles.**The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred uponstockholders herein are granted subject to this reservation. No amendment, addition, alteration, change or repeal of these Articles of Incorporation shall be made unless it is first approved by the Board of Directors of the Corporation pursuant to aresolution adopted by the affirmative vote of a majority of the directors then in office, and thereafter is approved by the holders of a majority (except as provided below) of the shares of the Corporation entitled to vote generally in an electionof directors, voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof. Notwithstanding anything contained in these Articles of Incorporation to thecontrary, the affirmative vote of the holders of at least 75% of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the Preferred Stock as maybe required by the provisions of any series thereof, shall be required to amend, adopt, alter, change or repeal any provision inconsistent with Articles 6, 7, 8, 9 and 10. 

**B. Bylaw.**The Board of Directors or stockholders may adopt, alter, amend or repeal the Bylaws of the Corporation. Such action by the Board ofDirectors shall require the affirmative vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors. Such action by the stockholders shall require the affirmative vote of the holders of a majorityof the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such 

 

8 

additional vote of the Preferred Stock as may be required by the provisions of any series thereof, provided that the affirmative vote of the holders of atleast 75% of the shares of the Corporation entitled to vote generally in an election of directors, voting together as a single class, as well as such additional vote of the Preferred Stock as may be required by the provisions of any series thereof,shall be required to amend, adopt, alter, change or repeal any provision inconsistent with Sections 2.3, 4.1, 4.2, 4.3 and 4.4 of the Bylaws and Articles VIII and XII of the Bylaws. 

**Article 11. Control Share Acquisitions.**Subchapter G, “Control Share Acquisitions,” of Chapter 25 of the 1988 Business Corporation Lawof the Commonwealth of Pennsylvania shall not apply to the Corporation. 

These Articles of Incorporation were amended and restated byaction of the Board of Directors on December 18, 2007 and approved by the stockholders of the Corporation on April 16, 2008. 

 

9