Exhibit 3(ii)
                                   BY-LAWS OF
                                    QNB CORP.
                              AMENDED AND RESTATED
                               AS OF MAY 17, 2005


ARTICLE I. OFFICES
                  Section 1.1 Registered Office. The registered office of the
         Corporation shall be located within the Commonwealth of Pennsylvania,
         at such place as the Board of Directors shall, from time to time,
         determine.

                  Section 1.2 Other Offices. The Corporation may also have
         offices at such other places within or without the Commonwealth of
         Pennsylvania, as the Board of Directors may, from time to time,
         determine.

ARTICLE II. SHAREHOLDERS
                  Section 2.1 Place of Shareholders' Meetings. Meetings of
         shareholders shall be held at such places within or without the
         Commonwealth of Pennsylvania as may be fixed by the Board of Directors,
         from time to time. If no such place is fixed by the Board of Directors,
         meetings of the shareholders shall be held at the registered office of
         the Corporation.

                  Section 2.2 Annual Meeting. A meeting of the shareholders of
         the Corporation shall be held in each calendar year, on such date and
         at such time as the Board of Directors may determine, but in any event
         on or before March 31 of each year.

                  At such annual meeting, there shall be held an election of
         Directors.

                  Unless the Board of Directors shall deem it advisable,
         financial reports of the Corporation's business need not be sent to the
         shareholders and need not be presented at the annual meeting except as
         otherwise may be required by applicable law. If any report is deemed
         advisable by the Board of Directors, such report may contain such
         information as the Board of Directors shall determine and need not be
         certified by a Certified Public Accountant unless the Board of
         Directors shall so direct.

                  Section 2.3       Special  Meetings.  Special  meetings of the
         shareholders may be called at any time:

               a.   By the President of the Corporation; or

               b.   By a majority of the Board of Directors.

         Upon the written request of any person or persons entitled to call a
         special meeting, which request shall set forth the purpose for which
         the meeting is desired, it shall be the duty of the Secretary to fix
         the date of such meeting to be held at such time, not less than five
         nor more than sixty days after the receipt of such request, as the
         Secretary may determine, and to give due notice thereof. If the
         Secretary shall neglect or refuse to fix the date of such meeting and
         to give notice thereof within five days after receipt of such request,
         the person or persons calling the meeting may do so.

                  Section 2.4 Notices of Shareholders' Meetings. Written notice
         stating the date, place and hour and, if required by law or these
         By-laws, the purpose, of any meeting of the shareholders, shall be
         given to each shareholder of record entitled to vote at the meeting at
         least ten days prior to the day named for the meeting, unless otherwise

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         required by law. Such notices may be given at the discretion of, or in
         the name of, the Board of Directors, President, Vice President,
         Secretary or Assistant Secretary. When a meeting is adjourned, it shall
         not be necessary to give any notice of the adjourned meeting or of the
         business to be transacted at an adjourned meeting, other than by
         announcement at the meeting at which such adjournment is taken.

                  Section 2.5 Quorum of and Action by Shareholders. Unless
         otherwise provided in the Articles of Incorporation, 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 the purposes of
         considering such matter, and, unless otherwise specifically provided by
         law, a majority of the votes cast by shareholders at a duly organized
         meeting shall be the acts of the shareholders. The shareholders present
         at a duly organized meeting can continue to do business until
         adjournment, notwithstanding the withdrawal of enough shareholders to
         leave less than a quorum. If a meeting cannot be organized because a
         quorum has not attended, those present may, except as otherwise
         provided by law, adjourn the meeting to such time and place as they may
         determine, but in the case of any meeting called for the election of
         Directors, those shareholders who attend the second of such adjourned
         meetings, although less than a quorum as fixed in this Section, or in
         the Articles of Incorporation, shall nevertheless constitute a quorum
         for the purpose of electing Directors.

                  Section 2.6 Voting. At least five days but not more than
         thirty days before any meeting of shareholders, the officer or agent
         having charge of the transfer books of the Corporation shall make a
         complete list of the shareholders entitled to vote at such meeting,
         arranged in alphabetical order with the address of and the number of
         shares held by each, which list shall be kept on file at the registered
         office of the Corporation and shall be subject to inspection by any
         shareholder at any time during usual business hours. Such list shall
         also be produced and kept open at the time and place of the meeting and
         shall be subject to the inspection of any shareholder during the whole
         time of the meeting.

                  At all shareholders' meetings, shareholders entitled to vote
         may attend and vote either in person or by proxy. All proxies shall be
         in writing, executed by the shareholder or by his duly authorized
         attorney in fact, and shall be 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 the notice thereof has been given to the Secretary
         of the Corporation. No unrevoked proxy shall be valid after eleven
         months from the date of execution, unless a longer time is expressly
         provided therein; but in no event shall a proxy, unless coupled with an
         interest, be voted on after three years from the date of its execution.

                  Except as otherwise specifically provided by law, all matters
         coming before the meeting shall be determined by a vote of shares. Such
         vote shall be taken by written ballot, and the Judge or Judges of
         Election or, if none, the Secretary of the Meeting, shall tabulate and
         certify the results of such vote.

                  Section 2.7 Action by Unanimous Consent of Shareholders. The
         Corporation's shareholders may not act by unanimous written consent.

ARTICLE III. BOARD OF DIRECTORS
                  Section 3.1 Number and Qualification. The number of Directors
         of the Corporation shall be no less than seven and no more than
         fifteen, as fixed from time to time by the affirmative vote of a
         majority of the Directors then in office. Each Director of the
         Corporation during the full term of his directorship must own a minimum
         of 800 shares of the authorized common stock of the Corporation.

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                  Section 3.2 Classes of Directors. The Board of Directors shall
         be and is divided into three classes, Class I, Class II and Class III,
         which shall be as nearly equal in number as possible. Each Director
         shall serve for a term ending on the date of the third annual meeting
         following the annual meeting at which such Director was elected. If, at
         any meeting of shareholders, due to a vacancy or vacancies, or
         otherwise, Directors of more than one class are to be elected, each
         class of Directors to be elected at the meeting shall be elected in a
         separate election. In the event of any increase or decrease in the
         authorized number of directors, (i) each Director then serving as such
         shall nevertheless continue as a Director of the class of which he is a
         member until the expiration of his current term, or his prior death,
         retirement, resignation, or removal, and (ii) the newly created or
         eliminated directorship resulting from such increase or decrease shall
         be apportioned by the Board of Directors among the three classes of
         Directors so as to maintain such classes as nearly equal as possible

                  Section 3.3 Nominations for election to the Board of Directors
         may be made by the Board of Directors or by any shareholder of any
         outstanding class of capital stock of the Corporation entitled to vote
         for election of directors. Nominations other than those made by or on
         behalf of the existing management of the Corporation, shall be made in
         writing and shall be delivered or mailed to the President of the
         Corporation, not less than 45 days nor more than 60 days prior to any
         meeting of shareholders called for the election of Directors, provided
         however, that if less than 21 days' notice of the meeting is given to
         shareholders, such nomination shall be mailed or delivered to the
         President of the Corporation not later than the close of business on
         the seventh day following the day on which the notice of meeting was
         mailed. All nominations shall contain the following information to the
         extent known to the notifying shareholder: (a) the name and address of
         each proposed nominee; (b) the principal occupation of each proposed
         nominee; (c) the total number of shares of capital stock of the
         Corporation that will be voted for each proposed nominee; (d) the name
         and residence address of the notifying shareholder; and (e) the number
         of shares of capital stock of the Corporation owned by the notifying
         shareholder. Nominations not made in accordance herewith may, in his
         discretion, be disregarded by the chairman of the meeting, and upon his
         instructions, the vote tellers may disregard all votes cast for each
         such nominee.

                  Section 3.4 Place of Meeting. Meetings of the Board of
         Directors may be held at such place within the Commonwealth of
         Pennsylvania or elsewhere as a majority of the Directors may from time
         to time appoint or as may be designated in the notice calling the
         meeting.

                  Section 3.5 Regular Meetings. A regular meeting of the Board
         of Directors shall be held annually, immediately following the annual
         meeting of shareholders at the place where such meeting of the
         shareholders is held or at such other place, date and hour as a
         majority of the newly elected Directors may designate. At such meeting
         the Board of Directors shall elect officers of the Corporation. In
         addition to such regular meeting, the Board of Directors shall have the
         power to fix by resolution the place, date and hour of other regular
         meetings of the Board.

                  Section 3.6 Participation in Meetings by Conference Telephone.
         Any Director may participate in any meeting of the Board of Directors
         or of any committee (provided he is otherwise entitled to participate),
         be counted for the purpose of determining a quorum thereof and exercise
         all rights and privileges to which he might be entitled were he
         personally in attendance, including the right to vote, by means of
         conference telephone or other similar communications equipment by means
         of which all persons on the meeting can hear each other.

                  Section 3.7       Notices of Meeting of Board of Directors.

                          a. Regular Meetings. No notice shall be required to be
                  given of any regular meeting, unless the same is held at other
                  than the time or place for holding such meetings as fixed in
                  accordance with Section 3.4 of these By-Laws, in which event
                  one days' notice shall be given of the time and place of such
                  meeting.

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                  b. Special Meetings. Written notice stating the date, place
                  and hour of any special meeting of the Board of Directors
                  shall be given at least one day prior to the date named for
                  the meeting.

                  Section 3.8 Quorum. A majority of the Directors in office
         shall be necessary to constitute a quorum for the transaction of
         business, and unless otherwise provided in the Articles of
         Incorporation or in these By-Laws, the acts of a majority of the
         Directors present at a meeting at which a quorum is present shall be
         considered as the acts of the Board of Directors. If there is not a
         quorum present at a duly convened meeting of the Board of Directors,
         the majority of these present may adjourn the meeting from time to time
         and place to place.

                  Section 3.9 Informal Action by the Board of Directors. Any
         action which may be taken at a meeting of the Directors, or of the
         members of any committee of the Board of Directors, 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 Directors, or
         members of the committee, as the case may be, and shall be filed with
         the Secretary of the Corporation. Insertion in the minute book of the
         Corporation shall be deemed filing with the Secretary regardless of
         whether the Secretary or some other authorized person has actual
         possession of the minute book. Written consents by all of the Directors
         or the members of any committee of the Board of Directors executed
         pursuant to this Section 3.9 may be executed in any number of
         counterparts and shall be deemed effective as of the date set forth
         therein.

                  Section 3.10      Powers.

                          a. General Powers. The Board of Directors shall have
                  all the power and authority granted by law to the Board,
                  including all powers necessary or appropriate to the
                  management of the business and affairs of the Corporation.

                          b. Specific Powers. Without limiting the general
                  powers conferred by the last preceding clause and the powers
                  conferred by the Articles and these By-laws of the
                  Corporation, it is hereby expressly declared that the Board of
                  Directors shall have the following powers:

                                    1. To confer upon any officer or officers of
                           the Corporation the power to choose, remove or
                           suspend assistant officers, agents or servants.

                                    2. To appoint any person, firm or
                           corporation to accept and hold in trust for the
                           Corporation any property belonging to the Corporation
                           or in which it is interested, and to authorize any
                           such person, firm or corporation to execute any
                           documents and perform any duties that may be
                           requisite in relation to any such trust.

                                    3. To appoint a person or persons to vote
                           shares of another corporation held and owned by the
                           Corporation.

                                    4. By resolution adopted by a majority of
                           the whole Board of Directors, to designate one or
                           more committees, each committee to consist of two or
                           more of the Directors of the Corporation. To the
                           extent provided in any such resolution, and to the
                           extent permitted by law, a committee so designated
                           shall have and may exercise the authority of the
                           Board of Directors in the management of the business
                           and affairs of the Corporation. The Board of
                           Directors may designate one or more Directors as
                           alternate members of any committee, who may replace
                           any absent or disqualified member at any meeting of
                           the committee. If specifically granted this power by
                           the Board in its resolution establishing the
                           committee, in the absence or disqualification of any
                           member and all designated alternates of such
                           committee or committees or if the whole Board of
                           Directors has failed to designate alternate members,
                           the member or members thereof present at any meeting

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                           and not disqualified from voting, whether or not he
                           or they constitute a quorum, may unanimously appoint
                           another Director to act at the meeting in the place
                           of any such absent or disqualified member.

                                    5. To fix the place, time and purpose of
                           meetings of shareholders.

                                    6. To fix the compensation of Directors and
                           officers for their services.

                  Section 3.11 Vacancies. Vacancies in the Board of Directors,
         including vacancies resulting from an increase in the number of
         Directors, may be filled by a majority of the remaining members of the
         Board of Directors though less than a quorum, and each person so
         elected shall be a Director until his successor is duly elected by the
         shareholders, who may make such election at the next annual meeting of
         the shareholders or at any special meeting duly called for that purpose
         and held prior thereto, or until his earlier resignation or removal.

ARTICLE IV.  OFFICERS
                  Section 4.1 Election and Office. The Corporation shall have a
         President, a Secretary and a Treasurer who shall be elected by the
         Board of Directors. The Board of Directors may elect as additional
         officers a Chairman of the Board of Directors, one or more
         Vice-Presidents, and one or more other officers or assistant officers.
         Any number of offices may be held by the same person.

                  Section 4.2 Term. The officers and assistant officers shall
         each serve at the pleasure of the Board of Directors and until the
         annual meeting of the Board of Directors following the next annual
         meeting of shareholders unless removed from office by the Board of
         Directors during their respective tenures.

                  Section 4.3 Powers and Duties of the President. Unless
         otherwise determined by the Board of Directors, the President shall
         have the usual duties of an executive officer with general supervision
         over and direction of the affairs of the Corporation. In the exercise
         of these duties and subject to the limitations of the laws of the
         Commonwealth of Pennsylvania, these By-laws, and the actions of the
         Board of Directors, he may appoint, suspend, and discharge employees,
         agents and assistant officers, fix the compensation of all officers and
         assistant officers, shall preside at all meetings of the shareholders
         at which he shall be present, and, unless there is a Chairman of the
         Board of Directors, shall preside at all meetings of the Board of
         Directors. He shall also do and perform such other duties as from time
         to time may be assigned to him by the Board of Directors.

                  Unless otherwise determined by the Board of Directors, the
         President shall have full power and authority on behalf of the
         Corporation to attend and to act and to vote at any meeting of the
         shareholders of any corporation in which the Corporation may hold
         stock, and, at any such meeting, shall possess and may exercise any and
         all the rights and powers incident to the ownership of such stock and
         which, as the owner thereof, the Corporation might have possessed and
         exercised.

                  Section 4.4 Powers and Duties of the Secretary. Unless
         otherwise determined by the Board of Directors, the Secretary shall be
         responsible for the keeping of the minutes of all meetings of the Board
         of Directors, shareholders and all committees, in books provided for
         that purpose, and for the giving and serving of all notices for the
         Corporation. He shall have charge of the corporate seal, the

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         certificate books, transfer books and stock ledgers, and such other
         books and papers as the Board of Directors may direct. He shall perform
         all other duties ordinarily incident to the office of Secretary and
         shall have such other powers and perform such other duties as may be
         assigned to him by the Board of Directors.

                  Section 4.5 Powers and Duties of the Treasurer. Unless
         otherwise determined by the Board of Directors, the Treasurer shall
         have charge of all the funds and securities of the Corporation which
         may come into his hands. When necessary or proper, unless otherwise
         determined by the Board of Directors, he shall endorse for collection
         on behalf of the Corporation checks, notes, and other obligations, and
         shall deposit the same to the credit of the Corporation in such banks
         or depositories as the Board of Directors may designate and shall sign
         all receipts and vouchers for payments made to the Corporation. He
         shall sign all checks made by the Corporation, except when the Board of
         Directors shall otherwise direct. He shall be responsible for the
         regular entry in books of the Corporation to be kept for such purpose,
         full and accurate account of all funds and securities received and paid
         by him on account of the Corporation.

                  Whenever required by the Board of Directors, he shall render a
         statement of the financial condition of the Corporation. He shall have
         such other powers and shall perform such other duties as may be
         assigned to him from time to time by the Board of Directors. He shall
         give such bond, if any, for the faithful performance of his duties as
         shall be required by the Board of Directors and any such bond shall
         remain in the custody of the President.

                  Section 4.6 Powers and Duties of the Chairman of the Board of
         Directors. Unless otherwise determined by the Board of Directors, the
         Chairman of the Board of Directors, if any, shall preside at all
         meetings of Directors. He shall have such other powers and perform such
         further duties as may be assigned to him by the Board of Directors.

                  Section 4.7 Powers and Duties of Vice-Presidents and Assistant
         Officers. Unless otherwise determined by the Board of Directors, each
         Vice-President and each assistant officer shall have the powers and
         perform the duties of his respective superior officer. Vice-Presidents
         and assistant officers shall have such rank as may be designated by the
         Board of Directors. Vice Presidents may be designated as having
         responsibility for a specific area of the Corporation's affairs, in
         which event such Vice-President shall be superior to the other
         Vice-Presidents in relation to matters within his area. The President
         shall be the superior officer of the Vice-Presidents. The Treasurer and
         Secretary shall be the superior officers of the Assistant Treasurers
         and Assistant Secretaries, respectively.

                  Section 4.8 Delegation of Office. The Board of Directors may
         delegate the powers or duties of any office of the Corporation to any
         other person from time to time.

                  Section 4.9  Vacancies. The Board of Directors shall have
         the power to fill any vacancies in any office occurring from whatever
         reason.

ARTICLE V. CAPITAL STOCK

                  Section 5.1 Share Certificates. Every share certificate shall
         be signed by the Chairman of the Board or the President or
         Vice-President and by the Treasurer, Assistant Treasurer, Secretary or
         Assistant Secretary and sealed with the corporate seal, which may be a
         facsimile, engraved or printed, but where such certificate is signed by
         a transfer agent or a register, the signature of any corporate officer
         upon such certificate may be a facsimile, engraved or printed.

                  Section 5.2 Transfer of Shares. Transfer of shares shall be
         made on the books of the Corporation only upon surrender of the share

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         certificate, duly endorsed or with duly executed stock powers attached
         and otherwise in proper form for transfer, which certificate shall be
         cancelled at the time of the transfer.

                  Section 5.3 Determination of Shareholders of Record and
         Closing Transfer Books. The Board of Directors may fix a time, not more
         than fifty 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 or 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 or otherwise. 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 on 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 day before the 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. Unless a record
         date is fixed by the Board of Directors for the determination of
         shareholders entitled to receive notice of, or vote at, a shareholders'
         meeting, transferees of shares which are transferred on the books of
         the Corporation within ten days preceding the date of such meet shall
         not be entitled to notice of or to vote at such meeting. The
         Corporation may treat the registered owner of each share of stock as
         the person exclusively entitled to vote, to receive notifications and
         otherwise to exercise all the rights and powers of the owner thereof.

                  Section 5.4 Lost Share Certificates. Unless waived in whole or
         in part by the Board of Directors, any person requesting the issuance
         of a new certificate in lieu of an alleged lost, destroyed, mislaid or
         wrongfully taken certificate, shall (1) give to the Corporation his
         bond or indemnity with an acceptable surety; and (2) satisfy such other
         reasonable requirements as may be imposed by the Corporation. Thereupon
         a new share certificate shall be issued to the registered owner or his
         assigns in lieu of the alleged lost, destroyed, mislaid or wrongfully
         taken certificate, provided that the request therefore and issuance
         thereof have been made before the Corporation has notice that such
         shares have been acquired by a bona fide purchaser.

ARTICLE VI. NOTICES; COMPUTING TIME PERIODS

                  Section 6.1 Contents of Notice. Whenever any notice of a
         meeting is required to be given pursuant to these By-laws or the
         Articles of Incorporation or otherwise, the notice shall specify the
         place, day and hour of the meeting and, in the case of a special
         meeting of shareholders or where otherwise required by law, the general
         nature of the business to be transacted at such meeting.

                  Section 6.2 Method of Notice. All notices shall be given to
         each person entitled thereto, either personally or by sending a copy
         thereof through the mail or by telegraph, charges prepaid, to his
         address appearing on the books of the Corporation, or supplied by him
         to the Corporation for the purpose of notice in the case of a notice to
         shareholders. If 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 the telegraph office for
         transmission; if notice is published in a newspaper, it shall be deemed
         to have been given to all the persons addressed therein on the day that
         such notice is published.


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                  Section 6.3 Computing Time Periods. In computing the number of
         days for purposes of these By-laws, all days shall be counted,
         including Saturdays, Sundays or holidays; provided, however, that if
         the final day of any time period falls on a Saturday, Sunday or
         holiday, then the final day shall be deemed to be the next day which is
         not a Saturday, Sunday or holiday. In computing the number of days for
         the purpose of giving notice of any meeting, the date upon which the
         notice is given shall be counted but the day set for the meeting shall
         not be counted. Notice given twenty-four hours before the time set for
         a meeting shall be deemed one day's notice.

ARTICLE VII.  INDEMNIFICATION

                  Section 7.1 Mandatory Indemnification of Directors and
         Officers. The Corporation shall indemnify, to the fullest extent now or
         hereafter permitted by law, each director or officer (including each
         former director or officer) of the Corporation who was or is made a
         party to or a witness in or is threatened to be made a party to or a
         witness in any threatened, pending or completed action, suit or
         proceeding, whether civil, criminal, administrative or investigative,
         by reason of the fact that he is or was an authorized representative of
         the Corporation, against all expenses (including attorneys' fees and
         disbursements), judgments, fines (including excise taxes and penalties)
         and amounts paid in settlement actually and reasonably incurred by him
         in connection with such action, suit or proceeding.

                  Section 7.2 Mandatory Advancement of Expenses to Directors and
         Officers. The Corporation shall pay expenses (including attorneys' fees
         and disbursements) incurred by a director or officer of the Corporation
         referred to in Section 7.1 hereof in defending or appearing as a
         witness in any civil or criminal action, suit or proceeding described
         in Section 7.1 hereof in advance of the final disposition of such
         action, suit or proceeding. The expenses incurred by such director or
         officer shall be paid by the Corporation in advance of the final
         disposition of such action, suit or proceeding only upon receipt of an
         undertaking by or on behalf of such director or officer to repay all
         amounts advanced if it shall ultimately be determined that he is not
         entitled to be indemnified by the Corporation.

                  Section 7.3 Permissive Indemnification and Advancement of
         Expenses. The Corporation may, as determined by the Board of Directors
         from time to time, indemnify to the fullest extent now or hereafter
         permitted by law, any person who was or is a party to or a witness in
         or is threatened to be made a party to or a witness in, or is otherwise
         involved in, any threatened, pending or completed action, suit or
         proceedings, whether civil, criminal, administrative or investigative,
         by reason of the fact that he is or was an authorized representative of
         the Corporation, both as to action in his official capacity and as to
         action in another capacity while holding such office or position,
         against all expenses (including attorneys' fees and disbursements),
         judgments, fines (including excise taxes and penalties), and amounts
         paid in settlement actually and reasonably incurred by him in
         connection with such action, suit or proceedings. The Corporation may,
         as determined by the Board of Directors from time to time, pay expenses
         incurred by any such person by reason of his participation in an
         action, suit or proceeding referred to in this Section 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
         if it shall ultimately be determined that he is not entitled to be
         indemnified by the Corporation.

                  Section 7.4 Scope of Indemnification. Indemnification under
         this Article is provided pursuant to Section 8365 of the Pennsylvania
         Directors' Liability Act (or any successor provision or statute), and
         this Article is intended to provide indemnification in accordance with
         its terms whether the Corporation would have the power to so indemnify
         under any other provisions of law except such Act and whether or not
         the indemnified liability arises or arose from any threatened, pending
         or completed action by or in the right of the Corporation;
         indemnification under this Article shall not be made by the Corporation
         in any case where the alleged act or failure to act giving rise to the

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         claim for indemnification is expressly prohibited by the Pennsylvania
         Directors' Liability Act or any successor statute as in effect at the
         time of such alleged action or failure to take action.

                  Section 7.5 Insurance; Funding to Meet Indemnification
         Obligations. The Corporation shall have the power to purchase and
         maintain insurance on behalf of any authorized representative of the
         Corporation 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. The Board of Directors, without further approval of the
         shareholders, shall have the power to borrow money on behalf of the
         Corporation, including the power to pledge the assets of the
         Corporation, from time to time to discharge the Corporation's
         obligations with respect to indemnification and the advancement and
         reimbursement of expenses, and the purchase and maintenance of
         insurance on behalf of each director and officer against any liability
         asserted against or incurred by such director or officer in any
         capacity.

                  Section 7.6 Miscellaneous. Each director and officer of the
         Corporation shall be deemed to act in such capacity in reliance upon
         such rights of indemnification and advancement of expenses as are
         provided in this Article. The rights of indemnification and advancement
         of expenses provided by this Article shall not be deemed exclusive of
         any other rights to which any person seeking indemnification or
         advancement of expenses may be entitled under any agreement, vote of
         shareholders or disinterested directors, statute or otherwise, both as
         to action in such person's official capacity and as to action in
         another capacity while holding such office or position, and shall
         continue as to a person who has ceased to be an authorized
         representative of the Corporation and shall inure to the benefit of the
         heirs, executors and administrators of such person. Any repeal or
         modification of this Article by the shareholders or the Board of
         Directors of the Corporation shall not adversely affect any right or
         protection existing at the time of such repeal or modification to which
         any person may be entitled under this Article.

                  Section 7.7 Definition of Corporation. For purposes of this
         Article, references to "the Corporation" shall include, in addition to
         the resulting corporation, any constituent corporation (including any
         constituent of the constituent) absorbed in a consolidation or merger
         which, if its separate existence had continued, would have had power
         and authority to indemnify its authorized representatives so that any
         person who is or was an authorized representative of such constituent
         corporation shall stand in the same position under this Article with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent corporation if its separate existence had
         continued.

                  Section 7.8 Definition of Authorized Representative. For the
         purposes of this Article, the term "authorized representative" shall
         mean a director, officer, employee or agent of the Corporation or of
         any subsidiary of the Corporation, or a trustee, custodian,
         administrator, committeeman or fiduciary of any employee benefit plan
         established and maintained by the Corporation or by any subsidiary of
         the Corporation, or a person serving another corporation, partnership,
         joint venture, trust or other enterprise in any of the foregoing
         capacities at the request of the Corporation.

ARTICLE VIII. FISCAL YEAR

                  Section 8.1 The Board of Directors shall have the power by
         resolution to fix the fiscal year of the Corporation. If the Board of
         Directors shall fail to do so, the President shall fix the fiscal year.

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ARTICLE IX. AMENDMENTS

                  Section 9.1 The shareholders entitled to vote thereon shall
         have the power to alter, amend, or repeal these By-laws, by the vote of
         shareholders entitled to cast at least a majority of the votes which
         all shareholders are entitled to cast thereon, at any regular or
         special meeting, duly convened after notice to the shareholders of such
         purpose, provided however that Sections 3.1 and 3.2 of Article III and
         this Section 9.1 of these By-laws may be amended or repealed only by a
         vote of shareholders entitled to cast at least two-thirds of the votes
         which all shareholders are entitled to cast at a special meeting called
         for that purpose. The Board of Directors, by a majority vote of those
         voting, shall have the power to alter, amend, and repeal these By-laws,
         at any regular or special meeting duly convened after notice of such
         purpose, subject always to the power of the shareholders to further
         alter, amend or repeal these By-laws.

ARTICLE X. INTERPRETATION OF BY-LAWS

                  Section 10.1 All words, terms and provisions of these By-laws
         shall be interpreted and defined by and in accordance with the
         Pennsylvania Business Corporation Law, as amended, and as amended from
         time to time hereafter.