EXHIBIT (3)(ii)
                       ---------------

                     Registrant's Bylaws,
                         as amended



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                           BY-LAWS
                             of
                    CARDINAL BANCORP, INC.

                          Article 1

                      CORPORATION OFFICE

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

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

                          Article 2

                     SHAREHOLDERS MEETINGS

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

     Section 2.2 The annual meeting of the shareholders shall be held on
the second Tuesday in April in each year if not a legal holiday, and if a
legal holiday, then on the next full business day, when they shall elect
a Board of Directors and transact such other business as may properly be
brought before the meeting.

     Section 2.3 Special meetings of the shareholders may be called at
any time by the Chairman of the Board, the President, a majority of the
Board of Directors or of its Executive Committee or by shareholders
entitled to cast at least twenty-five percent (25%) of the votes which all
shareholders are entitled to cast at the particular meeting. If such
request is addressed to the Secretary, it shall be signed by the persons
making the same and shall state the purpose or purposes of the proposed
meeting. Upon receipt of any such request, the person or persons making
the request may issue the call.

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

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                          Article 3

                    QUORUM OF SHAREHOLDERS

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

                          Article 4

                        VOTING RIGHTS

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

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

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

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                          Article 5

                           PROXIES

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

                          Article 6

                         RECORD DATE

     Section 6.1 The Board of Directors may fix a time, not more than 45
days prior to the date of any meeting of shareholders, or the date fixed
for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange
of shares will be made or go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at,
any such meeting, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to exercise
the rights in respect to any such change, conversion or exchange of
shares. In such case, only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to notice of, or to vote
at, such meeting or to receive payment of such dividend or to receive
such allotment of rights or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares of the books of the Corporation
after any record date fixed as aforesaid. The Board of Directors may close
the books of the corporation against transfers of shares during the whole
or any part of such period, and in such case written or printed notice
thereof shall be mailed at least ten days before closing thereof to each
shareholder of record at the address appearing on the records of the
Corporation or supplied by him to the Corporation for the purpose of
notice. While the stock transfer books of the Corporation are closed, no
transfer of shares shall be made thereon. If no record date is fixed by
the Board of Directors for the determination of shareholders entitled to
receive notice of, and vote at, a shareholders meeting, transferees of
shares which are transferred on the books of the Corporation within ten
days next preceding the date of such meeting shall not be entitled to
notice of or to vote at such meeting.

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                          Article 7

                        VOTING LISTS

     Section 7.1 The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least five days before
each meeting of shareholders, a complete alphabetical list of the
shareholders entitled to vote at the meeting, with their addresses and the
number of shares held by each, which list shall be kept on file at the
registered office or principal place of business of the Corporation and
shall be subject to inspection by any shareholder during the entire
meeting. The original transfer books for shares of the Corporation, or a
duplicate thereof kept in this Commonwealth, shall be prima facie evidence
as to who are the shareholders entitled to exercise the rights of a
shareholder.

                         Article 8

                     JUDGES OF ELECTION

     Section 8.1 In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be shareholders, to
act at such meeting or any adjournment thereof. If judges of election are
not so appointed, the Chairman of any such meeting may, and on the
request of any shareholder or his proxy shall, make such appointment at
the meeting. The number of judges shall be one or three. If appointed at
a meeting on the request of one or more shareholders or proxies, the
majority of shares present and entitled to vote shall determine whether
one or three judges are to be appointed. No person who is a candidate for
office shall act as a judge. The judges of election shall do all such
acts as may be proper to conduct the election or vote, and such other
duties as may be prescribed by statute, with fairness to all shareholders,
and if requested by the Chairman of the meeting or any shareholder or his
proxy, shall make a written report of any matter determined by them and
execute a certificate of any fact found by them. If there are three
judges of election, the decision, act or certificate of a majority shall
be the decision, act or certificate of all.

                         Article 9

          CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

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

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                         Article 10

                          DIRECTORS

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

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

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(b) the age of each proposed nominee;

(c) the principal occupation of each proposed nominee;

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

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

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

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

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

     Section 10.2 The number of directors that shall constitute the whole
Board of Directors shall be not less than five nor more than twenty-five.
The Board of Directors shall be classified into three classes, each class
to be elected for a term of three years. The terms of the respective
classes shall expire in successive years as provided in Section 10.3
hereof. Within the foregoing limits, the Board of Directors may from time
to time fix the number of directors and their respective classifications.
No person who has attained the age of seventy-two years shall be and
remain a director except for Messrs. Winter, Over, King, Morris and
Koontz. No person shall be a director who is not a resident of the
Commonwealth of Pennsylvania.

     Section 10.3 At the 1988 annual meeting of shareholders of the
Corporation, the shareholders shall elect eight directors as follows: two
Class A directors to serve until the 1989 annual meeting of shareholders,
three Class B directors to serve until

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the 1990 annual meeting of shareholders, and three Class C directors to
serve until the 1991 annual meeting of shareholders. Each class shall be
elected in a separate election. At each annual meeting of shareholders
thereafter, successors to the class of directors whose term shall then
expire shall be elected to hold office for a term of three years, so that
the term of office of one class of directors shall expire in each year.

     Section 10.4 The Board of Directors may declare vacant the office
of a director if he is declared of unsound mind by an order of court or
convicted of felony or for any other proper cause or if, within thirty
days after notice of election, he does not accept such office either in
writing or by attending a meeting of the Board of Directors.

                         Article 11

                VACANCIES ON BOARD OF DIRECTORS

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

                         Article 12

               POWERS OF BOARD OF DIRECTORS

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

     Section 12.2 The Board of Directors shall have the power and
authority to appoint an Executive Committee and such other committees as
may be deemed necessary by the Board of Directors for the efficient
operation of the Corporation. The Executive Committee shall consist of the
President and not less than two nor more than three other directors (which
other directors shall not be employees of the Corporation or any of its
subsidiaries). The Executive Committee shall meet at such time as may be
fixed by the Board of Directors, or upon call of the Chairman of the
Board or the President. A majority of members of the Executive Committee
shall constitute a quorum. The Executive Committee shall have and exercise
the authority of the Board of Directors in the intervals between the
meetings of the Board of Directors as far as may be permitted by law.

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                         Article 13

              MEETINGS OF THE BOARD OF Directors

     Section 13.1 An organization meeting may be held immediately
following the annual shareholders meeting without the necessity of notice
to the directors to constitute a legally convened meeting, or the
directors may meet at such time and place as may be fixed by either a
notice or waiver of notice or consent signed by all of such directors.

     Section 13.2 Regular meetings of the Board of Directors shall be
held not less often than semi-annually at a time and place determined by
the Board of Directors at the presiding meeting. One or more directors may
participate in any meeting of the Board of Directors, or of any committee
thereof, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear one another.

     Section 13.3 Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on one day's notice
to each director, either personally or by mail, telegram or telephone;
special meetings shall be called by the Chairman of the Board or the
President in like manner and on like notice upon the written request of
three directors.

     Section 13.4 At all meetings of the Board of Directors, a majority
of the directors shall constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a
meeting in person or by conference telephone or similar communications
equipment at which a quorum is present in person or by such communications
equipment shall be the acts of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of
Incorporation or by these By-laws. If a quorum shall not be present in
person or by communications equipment at any meeting of the directors, the
directors present may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or as permitted herein.

                         Article 14

           INFORMAL ACTION BY THE BOARD OF DIRECTORS

     Section 14.1 If all the directors shall severally or collectively
consent in writing, including but not limited to telegrams and radiograms,
to any action to be taken by the Corporation, such action shall be as
valid a corporation action as though it had been authorized at a meeting
of the Board of Directors.

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                         Article 15

                 COMPENSATION OF DIRECTORS

     Section 15.1 Directors, as such, may receive a stated salary for
their services or a fixed sum and expenses for attendance at regular and
special meetings, or any combination of the foregoing as may be determined
from time to time by resolution of the Board of Directors, and nothing
contained herein shall be construed to preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.

                         Article 16

                          OFFICERS

     Section 16.1 The officers of the Corporation shall be elected by
the Board of Directors at its organization meeting and shall be a
President, a Secretary and a Treasurer. At its option, the Board of
Directors may elect a Chairman of the Board. The Board of Directors may
also elect one or more Vice Chairmans and/or one or more Vice Presidents
and such other officers and appoint such agents as it shall deem
necessary, who shall hold their offices for such terms, have such
authority and perform such duties as may from time to time be prescribed
by the Board of Directors. Any two or more offices may be held by the
same person.

     Section 16.2 The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.

     Section 16.3 The Board of Directors may remove any officer or agent
elected or appointed, at any time and within the period, if any, for
which such person was elected or employed whenever in the Board of
Directors' judgment it is in the best interests of the Corporation, and
all persons shall be elected and employed subject to the provisions
thereof. If the office of any officer becomes vacant for any reason, the
vacancy may be filled by the Board of Directors.

                         Article 17

          THE CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD

     Section 17.1 The Chairman of the Board shall preside at all
meetings of the shareholders and directors. He shall supervise the
carrying out of the policies adopted or approved by the Board of
Directors. He shall also have and may exercise such further powers and
duties as from time to time may be conferred upon or assigned to him by
the Board of Directors.

     Section 17.2 The Vice-Chairman of the Board shall preside, in the
absence of the Chairman of the Board, at all meetings of the shareholders
and directors. He shall also have and may exercise such further powers and
duties as from time to time may be conferred upon or assigned to him by
the Board of Directors.

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                         Article 18

                        THE PRESIDENT

     Section 18.1 The President shall be the chief executive officer of
the Corporation; shall have general and active management of the business
of the Corporation; shall see that all orders and resolutions of the Board
of Directors are put into effect, subject, however, to the right of the
Board of Directors to delegate any specific powers, except such as may be
by the statute exclusively conferred on the President, to any other
officer or officers of the Corporation. The President shall execute Bonds,
mortgages and other contracts requiring a seal under the seal of the
Corporation, except where required or permitted by Law to be otherwise
signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. In the absence or incapacity of the
Chairman and Vice Chairman of the Board, the President shall preside at
meetings of the shareholders and the directors. If there is no Chairman or
Vice Chairman of the Board, the President shall have and exercise all
powers conferred by these By-laws or otherwise on the Chairman of the
Board.

                         Article 19

                    THE VICE PRESIDENT

      Section 19.1 The Vice President or, if more than one, the Vice
Presidents in the order established by the Board of Directors shall, in
the absence or incapacity of the President, exercise all powers and
perform the duties of the President. The Vice Presidents, respectively,
shall also have such other authority and perform such other duties as may
be provided in these By-laws or as shall be determined by the Board of
Directors or the President. Any Vice President may, in the discretion of
the Board of Directors, be designated as "executive", "senior", or by
departmental or functional classification.


                         Article 20

                        THE SECRETARY

     Section 20.1 The Secretary shall attend all meetings of the Board
of Directors and of the shareholders and keep accurate records thereof in
one or more minute books kept for that purpose and shall perform the
duties customarily performed by the secretary of a corporation and such
other duties as may be assigned to him by the Board of Directors or the
President.

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                         Article 21

                        THE TREASURER

     Section 21.1 The Treasurer shall have the custody of the corporate
funds and securities; shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall perform
such other duties as may be assigned to him by the Board of Directors or
the President. He shall give bond in such sum and with such surety as the
Board of Directors may from time to time direct.


                         Article 22

                     ASSISTANT OFFICERS

     Section 22.1 Each assistant officer shall assist in the performance
of the duties of the officer to whom he is assistant and shall perform
such duties in the absence of the officer. He shall perform such
additional duties as the Board of Directors, the President or the officer
to whom he is assistant may from time to time assign him. Such officers
may be given such functional titles as the Board of Directors shall from
time to time determine.


                         Article 23

           INDEMNIFICATION OF OFFICERS AND EMPLOYEES

     Section 23.1 The Corporation shall indemnify any officer and/or
employee, or any former officer and/or employee, who was or is a party
to, or is threatened to be made a party to, or who is called to be a
witness in connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was an officer and/or
employee of the Corporation, or is or was serving at the request of
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 and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or preceding, had no reasonable cause to
believe that his conduct was unlawful.

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     Section 23.2 The Corporation shall indemnify any officer and/or
employee, who was or is a party to, or is threatened to be made a party
to, or who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that such person
is or was a director, officer, and/or employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
amounts paid in settlement and expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if he
acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any such claim, issue or
matter as to which such person shall have been adjudged to be liable for
misconduct in the performance of his duty to the Corporation.

     Section 23.3 Except as may be otherwise ordered by a court, there
shall be a presumption that any officer and/or employee is entitled to
indemnification as provided in Sections 23.1 and 23.2 of this Article
unless either a majority of the directors who are not involved in such
proceedings ("disinterested directors") or, if there are less than three
disinterested directors, then the holders of one-third of the outstanding
shares of the Corporation determine that the person is not entitled to
such presumption by certifying such determination in writing to the
Secretary of the Corporation. In such event the disinterested Director(s)
or, in the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to whether or not
the parties involved are entitled to indemnification under Sections 23.1
and 23.2 of this Article.

     Section 23.4 Expenses incurred by an officer and/or employee in
defending a civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized in the manner provided under Section 23.3 of
this Article upon receipt of an undertaking by or on behalf of the
officer and/or employee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation.

     Section 23.5 The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his
official capacity while serving as an officer and/or employee and as to
action in another capacity while holding such office, and shall continue
as to a person who has ceased to be an officer and/or employee and shall
inure to the benefit of the heirs,executors and administrators of such a
person.

     Section 23.6 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 arising under this
Article.

     Section 23.7 The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was an officer
and/or employee of the

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Corporation, or is or was serving at the request of the Corporation as an
officer and/or employee of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.

     Section 23.8 Indemnification under this Article shall not be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.

                         Article 24

                 INDEMNIFICATION OF Directors

     Section 24.1 A director of this Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board
upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation, and with such
care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances. In performing his
duties, a director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by any of the
following:

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

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

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

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

     Section 24.2 In discharging the duties of their respective
positions, the board of directors, committees of the board, and individual
directors may, in considering the best interests of the Corporation,
consider the effects of any action upon employees, upon suppliers and
customers of the Corporation and upon communities in which offices or
other establishments of the Corporation are located, and all other
pertinent factors. m e consideration of those factors shall not constitute
a violation of Section 24.1.

<PAGE>

     Section 24.3 Absent a breach of fiduciary duty, lack of good faith
or self-dealing, actions taken as a director or any failure to take any
action shall be presumed to be in the best interests of the Corporation.

     Section 24.4 A director of this Corporation shall not be personally
liable for monetary damages as such for any action taken or for any
failure to take any action, unless:

     (a) the director has breached or failed to perform the duties of
his office under the provisions of Sections 24.1 and 24.2, and

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

Section 24.5 The provisions of Section 24.4 shall not apply to:

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

     (b) the liability of a Director for the payment of taxes pursuant
to local, state or federal law.

     Section 24.6 The Corporation shall indemnify any director, or any
former director who was or is a party to, or is threatened to be made a
party to, or who is called to be a witness in connection with, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is
or was a director 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 and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.

     Section 24.7 The Corporation shall indemnify any director who was or
is a party to, or is threatened to be made a party to, or who is called
as a witness in connection with, any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer and/or employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against amounts paid
in settlement and expenses (including attorneys' fees) actually and
reasonably incurred

<PAGE>


by him in connection with the defense or settlement of, or serving as a
witness in, such action or suit if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of
the Corporation and except that no indemnification shall be made in
respect of any such claim, issue or matter as to which such person shall
have been adjudged to be liable for misconduct in the performance of his
duty to the Corporation.

     Section 24.8 Except as may be otherwise ordered by a court, there
shall be a presumption that any director is entitled to indemnification as
provided in Sections 24.6 and 24.7 of this Article unless either a
majority of the directors who are not involved in such proceedings
("disinterested directors n) or, if there are less than three
disinterested directors, then the holders of one-third of the outstanding
shares of the Corporation determine that the person is not entitled to
such presumption by certifying such determination in writing to the
Secretary of the Corporation. In such event the disinterested director(s)
or, in the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to whether or not
the parties involved are entitled to indemnification under Sections 24.6
and 24.7 of this Article.

     Section 24.9 Expenses incurred by a director in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided under Section 24.8 of this Article upon
receipt of an undertaking by or on behalf of the director, officer and/or
employee to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Corporation as authorized in this
Article.

     Section 24.10 The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his
official capacity while serving as a director and as to action in another
capacity while holding such office, and shall continue as to a person who
has ceased to be a director and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 24.11 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 arising
under this Article.

     Section 24.12 The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director 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 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 provisions of this Article.

<PAGE>


     Section 24.13 Indemnification under this Article shall not be made
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.

                         Article 25

            INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 25.1 The Corporation shall indemnify any director, officer
and/or employee, or any former director, officer and/or employee, who was
or is a party to, or is threatened to be made a party to, or who is
called to be a witness in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the Corporation) by reason of the fact that such person is or was a
director, officer and/or employee 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
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.

     Section 25.2 The Corporation shall indemnify any director, officer
and/or employee, who was or is a party to, or is threatened to be made a
party to, or who is called as a witness in connection with, any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director, officer and/or employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against amounts paid in settlement and expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if he
acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any such claim, issue or
matter as to which such person shall have been adjudged to be liable for
misconduct in the performance of his duty to the Corporation.

     Section 25.3 Except as may be otherwise ordered by a court, there
shall be a presumption that any director, officer and/or employee is
entitled to indemnification as provided in Sections 25.1 and 25.2 of this
Article unless either a majority of the directors who are not involved in
such proceedings ("disinterested directors") or, if there are less than
three disinterested directors, then the holders of one-third of the
outstanding shares of the Corporation determine that the person is not
entitled to

<PAGE>


such presumption by certifying such determination in writing to the
Secretary of the Corporation. In such event the disinterested director(s)
or, in the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to whether or not
the parties involved are entitled to indemnification under Sections 25.1
and 25.2 of this Article.

     Section 25.4 Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized in
a manner provided under Section 25.3 of this Article upon receipt of an
undertaking by or on behalf of the director, officer and/or employee to
repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this
Article.

     Section 25.5 The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his
official capacity while serving as a director, officer and/or employee and
as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer and/or
employee and shall inure to the benefit of the heirs and personal
representatives of such a person.

                         Article 26

                     SHARE CERTIFICATES

     Section 26.1 The share certificates of the Corporation shall be
numbered and registered in a share register as they are issued; shall bear
the name of the registered holder, the number and class of shares
represented thereby, the par value of each share or a statement that such
shares are without par value, as the case may be; shall be signed by the
President or a Vice President and the Secretary or the Treasurer or any
other person properly authorized by the Board of Directors, and shall bear
the corporate seal, which seal may be a facsimile engraved or printed.
Where the certificate is signed by a transfer agent or a registrar, the
signature of any corporate officer on such certificate may be a facsimile
engraved or printed. In case any officer who has signed, or whose
facsimile signature has been placed upon, any share certificate shall have
ceased to be such officer because of death, resignation or otherwise
before the certificate is issued, it may be issued by the Corporation with
the same effect as if the officer had not ceased to be such at the date
of its issue.

                         Article 27

                     TRANSFER OF SHARES

     Section 27.1 Upon surrender to the Corporation of a share
certificate duly endorsed by the person named in the certificate or by
attorney duly appointed in

<PAGE>


writing and accompanied where necessary by proper evidence of succession,
assignment or authority to transfer, a new certificate shall be issued to
the person entitled thereto and the old certificate cancelled and the
transfer recorded upon the share register of the Corporation. No transfer
shall be made if it would be inconsistent with the provisions of Article
8 of the Pennsylvania Uniform Commercial Code.


                         Article 28

                      LOST CERTIFICATES

     Section 28.1 Where a shareholder of the Corporation alleges the
loss, theft or destruction of one or more certificates for shares of the
Corporation and requests the issuance of a substitute certificate therefor,
the Board of Directors may direct a new certificate of the same tenor and
for the same number of shares to be issued to such person upon such
person's making of an affidavit in form satisfactory to the Board of
Directors setting forth the facts in connection therewith, provided that
prior to the receipt of such request the Corporation shall not have either
registered a transfer of such certificate or received notice that such
certificate has been acquired by a bona fide purchaser. When authorizing
such issue of a new certificate the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate, or his heirs or
legal representatives, as the case may be, to advertise the same in such
manner as it shall require and/or give the Corporation a bond in such
form and with surety or sureties, with fixed or open penalty, as shall be
satisfactory to the Board of Directors, as indemnity for any liability or
expense which it may incur by reason of the original certificate remaining
outstanding.

                         Article 29

                         DIVIDENDS

     Section 29.1 The Board of Directors may, from time to time, at any
duly convened regular or special meeting or by unanimous consent in
writing, declare and pay dividends upon the outstanding shares of capital
stock of the Corporation in cash, property or shares of the Corporation,
as long as any dividend shall not be in violation of law of the Articles
of Incorporation.

     Section 29.2 Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purposes as the Board of Directors shall
believe to be for the best interests of the Corporation, and the Board of
Directors may reduce or abolish any such reserve in the manner in which
it was created.

<PAGE>

                         Article 30

               FINANCIAL REPORT TO SHAREHOLDERS

     Section 30.1 The President and the Board of Directors shall present
at each annual meeting of the shareholders a full and complete statement
of the business and affairs of the corporation for the preceding year.

                         Article 31

                         INSTRUMENTS

     Section 31.1 All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other
persons as the President or the Board of Directors may from, time to time
designate.

     Section 31.2 All agreements, indentures, mortgages, deeds,
conveyances, transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments and
documents may be signed, executed, acknowledged, verified, delivered or
accepted, including those in connection with the fiduciary powers of the
Corporation, on behalf of the Corporation by the President or other
persons as may be designated by him.

                         Article 32

                         FISCAL YEAR

     Section 32.1 The fiscal year of the Corporation shall be the
calendar year.

                         Article 33

                            SEAL

     Section 33.1 The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words
"Corporate Seal, Pennsylvania". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed in any manner reproduced.

                         Article 34

                 NOTICES AND WAIVERS THEREOF

     Section 34.1 Whenever, under the provisions of applicable law or of
the Articles of Incorporation or of these By-laws, written notice is
required to be given to any person, it may be given to such person either
personally or by sending a copy thereof through the mail or by telegram,
charges prepaid, to his address appearing on the books of the Corporation
or supplied by him to the Corporation for the

<PAGE>

purpose of notice. If the notice is sent by mail or telegraph, it shall
be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph office for transmission to
such person. Such notice shall specify the place, day and hour of the
meeting and, in the case of a special meeting of shareholders, the general
nature of the business to be transacted.

     Section 34.2 Any written notice required to be given to any person
may be waived in writing signed by the person entitled to such notice
whether before or after the time stated therein. Attendance of any person
entitled to notice whether in person or by proxy, at any meeting shall
constitute a waiver of notice of such meeting, except where any person
attends a meeting for the express purpose of objecting to the transaction
of any business because the meeting was not lawfully called or convened.
Where written notice is required of any meeting, the waiver thereof must
specify the purpose only if it is for a special meeting of shareholders.

                         Article 35

                         AMENDMENTS

     Section 35.1 These By-laws may be altered, amended or repealed by
the affirmative vote of the holders of seventy-five percent (75%) of the
outstanding shares of Common Stock at any regular or special meeting duly
convened after notice to the shareholders of that purpose, or by a
majority vote of the members of the Board of Directors at any regular or
special meeting thereof duly convened after notice to the directors of
that purpose, subject always to the power of the shareholders to change
such action of the Board of Directors by the affirmative vote of the
holders of seventy-five percent (75%) of the outstanding shares of Common
Stock.

<PAGE>

                      CARDINAL BANCORP, INC.
              SHAREHOLDERS' CONSENT TO CORPORATE ACTION

     The undersigned, being all the Shareholders of the above-named
corporation, entitled to vote at a meeting thereof, do hereby consent to
the adoption of the following resolution and to the taking of the
corporate action hereinafter specified as though same had been adopted at
a meeting of the Shareholders duly called and convened, this consent being
given pursuant to Section 513 of the Pennsylvania Business Corporation
Law, as amended:
     -----------

     RESOLVED, that present Article 23 of the By-laws of this corporation
is hereby declared null and void and that the Shareholders of this
corporation hereby adopt, ratify and approve the following new Articles 23
and 24 to the By-laws (relating to indemnification of directors, officers
and employees under the recently-enacted Directors' Liability Act) and
hereby also adopt, ratify and approve the renumbering of present Articles
24 through 33 of the By-laws to Articles 25 through 34 respectively:

                         Article 23

            INDEMNIFICATION OF OFFICERS AND EMPLOYEES

     Section 23.1 The Corporation shall indemnify any officer and/or
employee, or any former officer and/or employee, who was or is a party
to, or is threatened to be made a party to, or who is called to be a
witness in connection with, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was an officer and/or
employee of the Corporation, or is or was serving at the request of
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 and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.

     Section 23.2 The Corporation shall indemnify any officer and/or
employee, who was or is a party to, or is threatened to be made a party
to, or who is called as a witness in connection with, any threatened,
pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that such person
is or was a director, officer, and/or employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against

<PAGE>


amounts paid in settlement and expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of, or serving as a witness in, such action or suit if he
acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any such claim, issue or
matter as to which such person shall have been adjudged to be liable for
misconduct in the performance of his duty to the Corporation.

     Section 23.3 Except as may be otherwise ordered by a court, there
shall be a presumption that any officer and/or employee is entitled to
indemnification as provided in Sections 23.1 and 23.2 of this Article
unless either a majority of the directors who are not involved in such
proceedings ("disinterested directors") or, if there are less than three
disinterested directors, then the holders of one-third of the outstanding
shares of the Corporation determine that the person is not entitled to
such presumption by certifying such determination in writing to the
Secretary of the Corporation. In such event the disinterested director(s)
or, in the event of certification by shareholders, the Secretary of the
Corporation shall request of independent counsel, who may be the outside
general counsel of the Corporation, a written opinion as to whether or not
the parties involved are entitled to indemnification under Sections 23.1
and 23.2 of this Article.

     Section 23.4 Expenses incurred by an officer and/or employee in
defending a civil or criminal action, suit or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized in the manner provided under Section 23.3 of
this Article upon receipt of an undertaking by or on behalf of the
officer and/or employee to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation.

     Section 23.5 The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his
official capacity while serving as an officer and/or employee and as to
action in another capacity while holding such office, and shall continue
as to a person who has ceased to be an officer and/or employee and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     Section 23.6 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 arising under this
Article.

     Section 23.7 The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was an officer
and/or employee of the Corporation, or is or was serving at the request
of the Corporation as an officer and/or employee of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article.


<PAGE>

     Section 23.8 Indemnification under this Article shall not be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.

                         Article 24

                 INDEMNIFICATION OF DIRECTORS

     Section 24.1 A director of this Corporation shall stand in a
fiduciary relation to the Corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board
upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation, and with such
care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances. In performing his
duties, a director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by any of the
following:

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

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

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

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

     Section 24.2 In discharging the duties of their respective
positions, the board of directors, committees of the board, and individual
directors may, in considering the best interests of the Corporation,
consider the effects of any action upon employees, upon suppliers and
customers of the Corporation and upon communities in which offices or
other establishments of the Corporation are located, and all other
pertinent factors. The consideration of those factors shall not constitute
a violation of Section 24.1.

     Section 24.3 Absent a breach of fiduciary duty, lack of good faith
or self-dealing, actions taken as a director or any failure to take any
action shall be presumed to be in the best interests of the Corporation.

     Section 24.4 A director of this Corporation shall not be personally
liable for monetary damages as such for any action taken or for any
failure to take any action, unless:

<PAGE>


     (a) the director has breached or failed to perform the duties of
his office under the provisions of Sections 24.1 and 24.2, and

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

     Section 24.5 The provisions of Section 24.4 shall not apply to:

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

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

     Section 24.6 The Corporation shall indemnify any director, or any
former director who was or is a party to, or is threatened to be made a
party to, or who is called to be a witness in connection with, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is
or was a director 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 and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.

     Section 24.7 The Corporation shall indemnify any director who was or
is a party to, or is threatened to be made a party to, or who is called
as a witness in connection with, any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer and/or employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against amounts paid
in settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of, or serving as a witness in, such action or suit if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and except that no indemnification
shall be made in respect of any such claim, issue or matter as to which
such person shall have been adjudged to be liable for misconduct in the
performance of his duty to the Corporation.

<PAGE>

     Section 24.8 Except as may be otherwise ordered by a court, there
shall be a presumption that any director is entitled to indemnification as
provided in Sections 24.6 and 24.7 of this Article unless either a
majority of the directors who are not involved in such proceedings
("disinterested directors") or, if there are less than three disinterested
directors, then the holders of one-third of the outstanding shares of the
Corporation determine that the person is not entitled to such presumption
by certifying such determination in writing to the Secretary of the
Corporation. In such event the disinterested director(s) or, in the event
of certification by shareholders, the Secretary of the Corporation shall
request of independent counsel, who may be the outside general counsel of
the Corporation, a written opinion as to whether or not the parties
involved are entitled to indemnification under Sections 24.6 and 24.7 of
this Article.

     Section 24.9 Expenses incurred by a director in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in the manner provided under Section 24.8 of this Article upon
receipt of an undertaking by or on behalf of the director, officer and/or
employee to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Corporation as authorized in this
Article.

     Section 24.10 The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his
official capacity while serving as a director and as to action in another
capacity while holding such office, and shall continue as to a person who
has ceased to be a director and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 24.11 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 arising
under this Article.

     Section 24.12 The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director 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 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 provisions of this Article.

     Section 24.13 Indemnification under this Article shall not be made
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness.

Dated: January 29, 1987

<PAGE>


Ray E. Koontz /s/                       Jackson E. Bussard /s/
-----------------------                 ------------------------------
Ray E. Koontz                           Jackson E. Bussard



C. Clair Winter /s/                     Ralph C. Over /s/
-----------------------                 ------------------------------
C. Clair Winter                         Ralph C. Over