<PAGE>
 
                                                                    Exhibit 3(b)
March 1, 1996

                                    BY-LAWS
                                    -------
                                    OF THE
                                    ------
                          DAUPHIN DEPOSIT CORPORATION
                          ---------------------------

                                   ARTICLE 1
                                   ---------

                                     SEAL
                                     ----
                                        
     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania".


                                   ARTICLE 2
                                   ---------
                           MEETINGS OF SHAREHOLDERS
                           ------------------------

     Section 1.  The annual meeting of the shareholders of the Corporation shall
be held on such date and at such place and time as may be fixed by resolution of
the Board of Directors. The election of Directors shall be held at each such
meeting.
     If for any reason no election of Directors is held on that day, the meeting
may be adjourned as provided in the Pennsylvania Business Corporation law.

     Section 2.  Special meetings of the shareholders may be called at any time
by the Chairman of the Board, the President or the Board of Directors.

     Section 3.  A written or printed notice of the time and place of every
regular meeting shall be mailed, charges prepaid, to every shareholder of record
entitled to vote at the meeting, at his address appearing on the books of the
Corporation, at least five days before the date of the meeting. Notification of
special meetings shall, in addition to the foregoing requirements, contain the
purpose of the meeting and be mailed to shareholders of record at least ten days
before the date of such meeting. Only such business shall be conducted at a

                                       1
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special meeting of shareholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting.  Any previously scheduled
meeting of the shareholders may be postponed, and any special meeting of the
shareholders may be canceled, by resolution of the Board upon public notice
given prior to the time previously scheduled for such meeting of shareholders.

     Section 4.  The Board of Directors may fix a date for the determination of
the shareholders entitled to receive notice of and to vote at any meeting or to
receive any dividend, distribution or allotment of rights or a date for any
change, conversion or exchange of shares by fixing a record date not more than
fifty (50) days prior thereto.

     Section 5.  The presence, in person or by proxy, of the holders of a
majority of the outstanding shares entitled to vote shall constitute a quorum.
Less than a quorum may adjourn any meeting from time to time and at such place
as they may determine, and the meeting may be held as adjourned without further
notice.  A majority of the votes cast shall decide every question or matter
submitted to the shareholders at any meeting unless otherwise provided by law.

     A shareholder may vote in person or by proxy duly authorized in writing in
accordance with the law, and be entitled to one vote for each share standing in
his name on the books of the Corporation.

     The vote on all questions shall be taken in such a manner as the Chairman
prescribes.

     Section 6.  The Board of Directors shall appoint three judges, not
candidates for office and who need not be shareholders, to conduct the election
or vote at any meeting. After a meeting, the judges shall certify a report in
writing of any question or matter determined by them which certificate the
Secretary shall cause to be recorded in the minutes of the meeting. If any judge

                                       2
<PAGE>
 
of election shall not be present at a meeting, the vacancy shall be filled by
the chairman of the meeting.

     Section 7.  All actions taken by shareholders must be so taken at a duly
called annual or special meeting of shareholders and may not be effected by a
consent in writing.

     Section 8.  Notice of Shareholder Business and Nominations.
                 -----------------------------------------------
           (A)   Annual Meetings of Shareholders.
                 --------------------------------

                 (1) Notice. Nominations of persons for election to the Board
                     -------
and the proposal of business to be considered by the shareholders may be made at
an annual meeting of shareholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board, or (c) by any shareholder of
the Corporation who was a shareholder of record at the time of giving of notice
provided for in this By-Law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law.

                 (2) (a) Notice by Shareholder - Timeliness. For nominations or
                         ----------------------------------
other business to be properly brought before an annual meeting by a shareholder
pursuant to clause (c) of paragraph (A) (1) of this By-Law, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and such other business must otherwise be a proper matter for shareholder
action. To be timely, a shareholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not less than 120 calendar
days in advance of the date of the Corporation's proxy statement released to
security holders in connection with the previous year's annual meeting of
shareholders; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such anniversary
date, notice by the shareholder to be timely must be so delivered not

                                       3
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earlier than the close of business on the 90th day prior to such annual meeting
and not later than the close of business on the later of the 60th day prior to
such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Corporation.  In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a shareholder's notice as described
above.

                     (b) Notice by Shareholder - Contents. Such shareholder's
                         ---------------------------------
notice shall set forth

                       (i) as to each person whom the shareholder proposes to
nominate for election or re-election as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected);

                       (ii) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; and

                       (iii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (x)
the name and address of such shareholder, as they appear on the Corporation's
books, and of such beneficial owner and (y) the class and number of shares of
the

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Corporation which are owned beneficially and of record by such shareholder and
such beneficial owner.

                 (3) Notice of Shareholder - Increased Number of Directors.
                     ------------------------------------------------------
Notwithstanding anything in the second sentence of paragraph (A) (2) of this By-
Law to the contrary, in the event that the numbr of directors to be elected to
the Board of the Corporation is increased and there is no public announcement by
the Corporation naming all of the nominees for director or specifying the size
of the increased Board at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this By-Law
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

           (B) Special Meetings of Shareholders.  Only such business shall be
               ---------------------------------                             
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.  Nominations of
persons for election to the Board may be made at a special meeting of
shareholders at which directors are to be elected pursuant to the Corproation's
notice of meeting (a) by or at the direction of the Board or (b) provided that
the Board has determined that directors shall be elected at such meeting, by any
shareholder of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this By-Law, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this By-
Law.

     In the event the Corporation calls a special meeting of shareholders for
the purpose of electing one or more directors to the Board, any such shareholder

                                       5
<PAGE>
 
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
shareholder's notice required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to such special
meeting and not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such meeting.  In no event shall
the public announcement of an adjournment of a special meeting commence a new
time period of the giving of a shareholder's notice as described above.

           (C) General.
               ------- 

                 (1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as directors.
Only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-Law. Except as otherwise provided by law, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this By-Law and, if any
proposed nomination or business is not in compliance with this By-Law, to
declare that such defective proposal or nomination shall be disregarded.

                 (2) For purposes of this By-Law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to

                                       6
<PAGE>
 
Section 13, 14 or 15 (d) of the Exchange Act.

                 (3) Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-Law. Nothing in this By-Law shall be deemed to affect any
rights of shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.


                                   ARTICLE 3
                                   ---------
                              BOARD OF DIRECTORS
                              ------------------

     Section 1.  (a)  The business and affairs of the Corporation shall be
managed by a Board of Directors of not less than five nor more than thirty
Directors, all of whom shall be stockholders of the Corporation.  The number of
Directors within the above limits shall be determined by the Directors each year
prior to the annual meeting of the stockholders, held for the election of
Directors.  Between annual meetings of the stockholders, a majority of all of
the Directors may, at any regular meeting of the Board of Directors, increase
the number of Directors by not more than six in any one year until the next
meeting of the stockholders at which Directors are elected, provided that the
total of the Directors shall not exceed 30.  A majority of the remaining members
of the Board may elect Directors to fill any vacancies created by an increase in
the number of Directors, as above provided in this section; any such increase in
the number of Directors made as above provided in this section shall remain in
effect only until the next meeting of the stockholders at which Directors are
elected; each Director so elected shall be a Director until his successor is
elected by the stockholders who shall make such election at the next annual
meeting of

                                       7
<PAGE>
 
stockholders or at any special meeting called for that purpose prior thereto.
The term of office for all Directors elected at an annual stockholders' meeting
shall be one year from said annual meeting at which they are elected, or until
their successors are duly elected and qualified.

     (b) The compulsary retirement age for Directors shall be 70; provided that
the compulsary retirement age for Directors serving as of February 20, 1996
shall be 72.  Effective with the election of Directors at the 1997 Annual
Meeting of Shareholders, a Director shall retire at the annual shareholders'
meeting immediately prior to the Director attaining the age of 70 or 72, as the
case may be.  Whenever any person who is a member of the Board of Directors
becomes ineligible as a Director, he/she shall be eligible for election as a
Director Emeritus, provided that he/she has then been, for a period of 10 years
or more, a member of this Board and/or of a Board of a Corporation the stock of
which is owned by this Corporation and/or of a Board of a Corporation which is a
predecessor of a Corporation, the stock of which is owned by this Corporation.
Whenever a person who is a member of the Board of Directors shall retire from
the Board, he/she shall be eligible for election as a Director Emeritus,
provided he/she has then attained the age of 65 and has then been, for a period
of 20 years or more, a member of this Board and/or of a Board of a Corporation
the stock of which is owned by this Corporation and/or of a Board of a
Corporation which is a predecessor of a Corporation, the stock of which is owned
by this Corporation.

     Section 2.  The Board shall have full power to do all acts and adopt all
measures which it shall deem best for the interest of the stockholders.

     Section 3.  The Board shall, at its first meeting after the annual
election, organize and elect from its number a Chairman of the Board, a

                                       8
<PAGE>
 
President, a Chairman of the Executive Committee, and such other officers as are
listed in Article 5 herein.  The Board shall, from time to time, designate one
of the officers as the Chief Executive Officer.  One person may simultaneously
hold more than one office, to the extent permitted by law.

     Section 4.  The Board shall prescribe the powers and duties not
inconsistent with the law or these By-Laws, and fix the compensation of all
officers, and the amount of the fidelity bond to be given by each; the cost of
premium on such bonds shall be paid by the Corporation.

     Section 5.  Regular meetings of the Board of Directors shall be held,
without notice, at 11:00 o'clock a.m. on the third Monday of February, April,
June, August, October and December at the registered office of the Corporation
or at such other time and place as shall be determined by the Board.  When such
meeting falls upon a holiday, the meeting shall be held on the next succeeding
business day.

     Special meetings may be called by the Chairman of the Board or the
President or the Chief Executive Officer, and shall be called at the request of
any three Directors.  Notice of the special meeting shall be given each member
of the Board by the Secretary at least one day before the date of such meeting.

     Section 6.  A majority of the Directors shall constitute a quorum .  When a
quorum is present, a majority of those present may decide any question on
request, the yeas and nays shall be noted on the minutes.

     If less than a majority is present at a meeting, they may adjourn the
meeting from time to time, and the meeting may be held as adjourned without
further notice.

     Section 7.  At the annual meeting of the stockholders, the Chairman of the
Board or the President shall render a report showing the condition of the

                                       9
<PAGE>
 
property and affairs of the Corporation for the previous year.

     Section 8.  The Board shall designate the financial institutions which
shall be used as depositories for the funds of the Corporation.

     Section 9.  In case of a vacancy occurring on the Board, it shall have the
power to fill such vacancy until the next stockholders' annual election.

     Section 10. The Board of Directors and each committee hereinafter provided
for shall each keep minutes of its meetings.  Minutes of the committees shall be
submitted at the next regular meeting of the Board of Directors, and any action
taken by the Board of Directors with respect thereto shall be entered in the
minutes of the Board of Directors.

     Section 11. Each Director and Director Emeritus, not a salaried officer,
may receive a fee for attendance at each meeting of the Board of Directors, or
any committee, in such amount as the Board of Directors may from time to time
determine.

     Section 12. Any action which may be taken at a meeting of the directors or
the members of the executive or other committee 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 the members of the Committee, as the case may
be, and shall be filed with the Secretary of the Corporation.


                                   ARTICLE 4
                                   ---------
                                  COMMITTEES
                                  ----------

     Section 1.  There shall be five standing committees named in this Article
     ----------                                                               
which shall be appointed by the Chief Executive Officer with approval by the
Board of Directors at its annual meeting for reorganization, or as soon
thereafter as may be convenient; the Chairman of the Board, the President, the

                                       10
<PAGE>
 
Chief Executive Officer and the Chairman of the Executive Committee shall, ex-
officio, be members of all standing committees.

     Section 2. a) The Executive Committee shall consist of the Chairman of the
Board, the Chief Executive Officer, the President, the Chairman of the Executive
Committee and not less than 4 nor more than 9 other Directors, the number of
such other Directors to be determined from time to time by the Board. The
Executive Committee shall meet at least once a month and report its proceedings
to the Board.

                   b) The Executive Committee shall have general supervision of
and responsibility for the finances of the Corporation and its investments, and
the maintenance of asset quality and balance sheet integrity. It shall also have
responsibility for strategic and profit planning. The Committee shall have and
exercise the authority of the Board of Directors in the intervals between the
meetings of the Board so far as may be permitted by law.

     Section 3.  a) The Auditing Committee shall consist of no less than 3
Directors in addition to the ex-officio members, the number of such Directors to
be determined from time to time by the Board.  The Audit Committee shall meet at
least four times each year.

                   b) The Audit Committee shall have responsibility to assure an
adequate system of internal controls and overall audit coverage and to monitor
regulatory compliance.

     Section 4.  The Corporate Governance Committee shall consist of no less
than three (3) directors in addition to the ex officio members, the number of
such directors to be determined from time to time by the Board.  The Corporate
Governance Committee shall act as the nominating committee of the Board.  It
shall also monitor the integrity and effectiveness of the corporate governance

                                       11
<PAGE>
 
of the Corporation.  The Corporate Governance Committee shall meet no less than
four (4) times each year.

     Section 5.  The Management Development and Compensation Committee shall
consist of no less than (3) directors in addition to the ex officio members, the
number of such directors to be determined from time to time by the Board.  The
Management Development and Compensation Committee shall assure that the
compensation available to corporate officers and other senior management enables
the Corporation to attract and retain high quality leadership and that the
Corporation's compensation methodologies align management's interests with
shareholders' interests.  The Committee shall also have responsibility for human
resource matters including management development, succession and changes;
executive and employee compensation; and employee benefits.

     Section 6.  The Risk Management Committee shall consist of no less than (3)
directors in addition to the ex officio members, the number of such directors to
be determined from time to time by the Board.  The Risk Management Committee's
responsibility shall be to assure that the Corporation's assets are adequately
protected against loss (other than interest rate, credit and financially related
risks) and to review the Corporation's risk management and loss control
programs.


                                   ARTICLE 5
                                   ---------
                                   OFFICERS
                                   --------

     Section 1.  The Officers of the Company shall be a Chairman of the Board,
     ----------                                                               
a Chief Executive Officer, the President, the Chairman of the Executive
Committee, one or more Vice Chairmen and Vice Presidents, a Treasurer, one or
more Assistant Treasurers, a Secretary, one or more Assistant Secretaries, an
Auditor, and such other officers as in the judgment of the Board shall be

                                       12
<PAGE>
 
necessary.  Where this section authorizes one or more officers with the same
title, the number and identity of such officers, other than the Chairman of the
Board, Chief Executive Officer, President, Chairman of the Executive Committee,
Secretary, Treasurer and Auditor, may be determined by the Chief Executive
Officer and shall be ratified at the annual reorganization meeting of the Board.

     Section 2.  The officers of the Corporation shall hold office until their
successors are elected unless sooner relieved by the Board.

     Section 3.  The Chief Executive Officer shall, subject to the powers of the
Board and the Executive Committee, conduct its business and exercise direct
supervision over its affairs, and all officers and employees of the Company
shall be subject to his direction.

     Section 4.  In case of a vacancy in the office of the Chairman of the Board
or the sickness, absence or disability of the Chairman of the Board, the
President shall, unless the Board of Directors shall provide otherwise, have all
the powers and duties of the Chairman of the Board until his recovery or return
or until such vacancy shall be filled.

     In case of a vacancy in the office of the President, or the sickness,
absence or disability of the President, the Chairman of the Board shall, unless
the Board of Directors shall provide otherwise, have all the powers and duties
of the President until his recovery or return or until such vacancy shall be
filled.

     The President shall preside at all meetings of the shareholders, and shall
perform such further duties as shall be assigned to him by the Board of
Directors or by the Chief Executive Officer.

     Section 5.  The Chairman of the Board shall preside at all meetings of the
Board, and shall possess and exercise such powers as are granted to him in these

                                       13
<PAGE>
 
By-Laws and by action of the Board of Directors.

     Section 6.  The Chairman of the Executive Committee shall preside at all
meetings of the Executive Committee, and shall possess and exercise such powers
as are granted to him in these By-Laws and by action of the Board of Directors.

     Section 7.  Such officers as the Board may designate shall have power to
enter satisfaction upon, or assign, release or postpone the lien of, the whole
or any part of all mortgages or judgments held by the Corporation and shall
report such action to the Board.

     Section 8.  The Treasurer shall be responsible for all money, funds,
securities and other valuables belonging to the Corporation; shall cause to be
kept proper records of the transactions of the Corporation; and shall perform
such other duties as may be assigned to him from time to time by the Board of
Directors or the Chief Executive Officer.

     Section 9.  Unless otherwise directed by the Board, the Treasurer shall see
that all registered securities owned by the Corporation are registered in the
name of the Corporation.

     Section 10. The Secretary shall give notice of all meetings of the Board
to the members, and either himself, or under his direction, keep a record of
their proceedings, and, if requested, attend the meetings of the standing or
special committees, and keep a record of their proceedings as above.

     Section 11. The Secretary shall see that proper notice is given of all
meetings of the stockholders.

     Section 12. The Secretary shall have charge of the record of stock of the
Corporation, of their transfers and the books showing the ownership thereof.

     Section 13. The Secretary shall have charge of the seal of the Company and
either he or an Assistant Secretary, or such other officers as the Board may

                                       14
<PAGE>
 
determine, shall cause it to be affixed to all papers requiring it and attest
the same.

     Section 14. The Secretary shall have the custody of bonds given for the
faithful performance of duty by the officers and employees and report to the
Board when received.

     Section 15. The Senior Executive Vice Presidents, Executive Vice
Presidents, Senior Vice Presidents and Vice Presidents shall have such duties
and powers as may from time to time be assigned to them by the Board of
Directors or by the Chief Executive Officer in the absence of any assignment by
the Board of Directors.

     Section 16. The Auditor shall have charge of auditing the books, records
and accounts.  He shall report directly to the Board of Directors or the Audit
Committee.

     Section 17. 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 Chief Executive Officer or the Officer to whom he is assistant
may from time to time assign to him.


                                   ARTICLE 6
                                   ---------
                         AUTHORITY OF CERTAIN OFFICERS
                         -----------------------------

     Section 1.  The Chairman of the Board, President, Senior Executive Vice
President, or any Executive Vice President, Senior Vice President, or Vice
President, acting in conjunction with the Secretary or Treasurer or Assistant
Secretary or Assistant Treasurer, is authorized to perform such corporate and
official acts as are necessary to carry on the business of the Corporation,

                                       15
<PAGE>
 
subject to the directions of the Board of Directors and the Executive Committee.
They are fully empowered:

     a.  To sell, assign and transfer any and all shares of stock, bonds or
other personal property standing in the name of the Corporation;

     b.  To assign and transfer any and all registered bonds and to execute
requests for payment or reissue of any such bonds that may be issued now or
hereinafter and held by the Corporation;

     c.  To sell at public or private sale, lease, mortgage or otherwise dispose
of any real estate or interest therein held or acquired by the Corporation,
except the real estate and buildings occupied by the Corporation in the
transaction of its business, and to execute and deliver any instrument necessary
to completion of the transaction;

     d.  To receive and receipt for any sums of money or property due or owing
to this Corporation, and to execute any instrument of satisfaction therefor or
any lien of record;

     e.  To execute and deliver any deeds, contracts, agreements, leases,
conveyances, bills of sale, petitions, writings, instruments, releases,
acquittances and obligations necessary in the exercise of the corporate powers
of the Corporation.

     Section 2.  Such of the officers and other employees as may from time to
time be designated by the Board of Directors or Executive Committee shall have
the authority to sign checks, drafts, letters of credit, orders, receipts, and
to endorse checks, bills of exchange, orders, drafts and vouchers made payable
or endorsed to the Corporation.

     Section 3.  The Chairman of the Board, President, any Senior Executive Vice
President, any Executive Vice President, Senior Vice President or Vice
President,

                                       16
<PAGE>
 
the Secretary or the Treasurer, acting in conjunction with any other of these
designated officers, may effect loans on behalf of this Corporation from any
institution, executing notes or obligations and pledging assets of this
Corporation therefor.


                                   ARTICLE 7
                                   ---------
                                    STOCKS
                                    ------
     Section 1.  Transfers of stock shall be made only on the books of the
Corporation maintained by the Corporation or its transfer agent.  Evidence of
authority to make such transfers shall be produced and, if required, shall be
left with the Corporation or its transfer agent.

     Section 2.  No transfers shall be made until the certificate granted to the
transferor is given to the Corporation (except as provided in Section 6 of this
Article as to lost certificates).

     Section 3.  The mere possession of a stock certificate shall not vest any
ownership.

     Section 4.  Upon the transfer and surrender of any stock certificate, it
shall be canceled and the original or a copy thereof shall be retained in the
permanent records of the Corporation, and the cancellation shall be recorded
with the date on the Corporation's records at the proper number.

     Section 5.  A record of each certificate issued, the number thereof, the
number of shares, and the owner shall be kept by the Secretary or the transfer
agent.

     Section 6.  If the owner of any stock has lost the certificate and shall
present to the Corporation his affidavit of the fact and the circumstances, and
a bond of indemnity from a corporation surety in an amount satisfactory to the

                                       17
<PAGE>
 
Corporation, a duplicate certificate may be issued to him.

     Section 7.  Stock certificates of this Corporation shall bear the original
or facsimile signature of one of the following officers (Chairman of the Board,
President, Vice President or Treasurer) and of the Secretary or an Assistant
Secretary and shall be signed by the transfer agent.


                                   ARTICLE 8
                                   ---------
                           MISCELLANEOUS PROVISIONS
                           ------------------------

     Section 1.  Whenever written notice is required to be given to any person
under the provisions of the Business Corporation Law, the Articles or By-Laws,
it may be given to such person in any manner authorized by the Pennsylvania
Business Corporation Law.  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 2.  Whenever any written notice is required to be given under the
provisions of the Business Corporation Law, the Articles or By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.  Except in the case of a special meeting of
shareholders, neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting.

     Attendance of a person, either in person or by proxy, at any meeting shall
constitute a waiver of notice of such meeting, except where a 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.

                                       18
<PAGE>
 
     Section 3.  One or more Directors or shareholders may participate in a
meeting of the Board, of a Committee of the Board or of the shareholders by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.

     Section 4.  All references herein to the masculine gender shall be deemed
to include the feminine gender as applicable.


                                   ARTICLE 9
                                   ---------
                                  AMENDMENTS
                                  ----------

     These By-Laws may be altered, amended or repealed by a vote of the majority
of the Board of Directors of this institution present at any regular or special
meeting regularly called.  Provided, however, that such powers of the Board of
Directors shall be subject to the power of the shareholders to change or repeal
such By-Laws.


                                  ARTICLE 10
                                  ----------
                                   OFFICES
                                   -------
     The offices of the Corporation at which its business shall be conducted
shall be the registered office thereof located at 213 Market Street, Harrisburg,
Pennsylvania, and all other legally authorized locations which may be leased or
acquired by the Corporation to carry on its business. During an emergency
declared by the President of the United States or the person performing his
function resulting in any authorized place of business of this Corporation being
unable to function, the business ordinarily conducted at such location shall be
relocated elsewhere in suitable quarters, in addition to or in lieu of the
location heretofore mentioned, as may be designated by the Board of Directors or

                                       19
<PAGE>
 
by the Executive Committee or by such persons as are then, in accordance with
resolutions adopted from time to time by the Board of Directors dealing with the
exercise of authority in the time of such emergency, conducting the affairs of
this Corporation.  Any temporarily relocated place of business of this
Corporation shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.


                                  ARTICLE 11
                                  ----------
                                  EMERGENCIES
                                  -----------

     Section 1.  In the event of an emergency declared by the President of the
United States or the person performing his functions, of sufficient severity to
prevent the conduct and management of the affairs and business of this
Corporation by its Directors and officers as contemplated by these By-Laws, the
officers and employees of this Corporation shall continue to conduct the affairs
of the Corporation under such guidance from the Directors as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any governmental directives during the
emergency.

     Section 2.  The Board of Directors shall have the power to delegate the
powers and duties of an officer who becomes unavailable or disabled or who
refuses to act, to any other officer or to any Directors, for the time being.

     Section 3.  In the event of such an emergency of sufficient severity to
prevent the conduct and management of the affairs and business of this
Corporation by its Directors and officers as contemplated by these By-Laws any
three or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the

                                       20
<PAGE>
 
affairs and business of the Company in accordance with the provisions of Article
4 of these By-Laws. In the event of the unavailability at such time of a minimum
of three members of the then incumbent Executive Committee, any three available
Directors shall constitute the Executive Committee for the full conduct and
management of the affairs and business of the Corporation in accordance with the
foregoing provisions of this section so far as may be permitted by law. This By-
Law shall be subject to implementation by resolutions of the Board of Directors
passed from time to time for that purpose, and any provisions of these By-Laws
(other than this section) and any resolutions which are contrary to the
provisions of this section or to the provisions of any such implementary
resolution shall be suspended until it shall be determined by any interim
Executive Committee acting under this section that it shall be to the advantage
of this Corporation to resume the conduct and management of its affairs and
business under all of the provisions of these By-Laws.


                                  ARTICLE 12
                                  ----------
                                INDEMNIFICATION
                                ---------------

     Subject to the limitations hereinafter set forth, the Corporation
shall indemnify each director, officer or employee of the Corporation or of any
organization that he is serving as a director, officer or employee at the
request of the Corporation, and his heirs, executors or administrators, to the
full extent permitted by law, against all judgments, fines and liabilities,
and/or reimburse him for all reasonable expense (including, but not limited to,
court costs, attorneys' fees and any amount paid in any settlement), which
judgments, fines and liabilities and expense were incurred or expended in
connection with any claim, suit, action or proceeding, whether civil, criminal,
administrative

                                       21
<PAGE>
 
or investigative, and whether or not the indemnified liability arises or arose
from any action by or in the right of the Corporation, in which he was involved
because of anything he may have done or omitted to do as a director, officer or
employee of the Corporation or of any organization that he may have served as a
director, officer or employee at the request of the Corporation, --but such
indemnification and/or reimbursement can be made only if a Determination is made
made. Such indemnification and/or reimbursement shall not impair any other right
any such person may have. Said indemnification and/or reimbursement can be made
only if a Determination has been made, with the advice of Counsel for the
Corporation, by members of the Board of Directors not involved in the claim or
proceeding, or by a disinterested person or persons named by said members of the
Board of Directors not involved in the claim or proceeding, or by independent
legal counsel in a written opinion: (1) that the director, officer or employee
acted or failed to act 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, and (2) that the amount of the proposed
indemnification and/or reimbursement is reasonable, and (3) that the proposed
indemnification and/or reimbursement is just and proper and can be legally made
by the Corporation under then existing law, and (4) that the indemnification
and/or reimbursement shall be made by the Corporation in an amount stated in the
Determination. The indemnification provided for herein shall be available so
long as the act or failure to act giving rise to the claim for indemnification
is not determined by a court to have constituted willful misconduct or
recklessness. The Corporation shall have the power to buy and maintain insurance

                                       22
<PAGE>
 
and to establish and fund a self-insurance indemnification reserve fund on
behalf of the directors, officers and employees of the Corporation and a person
serving at the request of the Corporation as a director, officer or employee of
another organization, against liability incurred in any such capacity, or
arising out of his status as such.  The invalidity of any portion of this
Article 12 shall not affect the validity of the remainder hereof.


                                  ARTICLE 13
                                  ----------
                        PERSONAL LIABILITY OF DIRECTORS
                        -------------------------------

     A Director of this Corporation shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, unless:
(1) the Director has breached or failed to perform the duties of his office 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; and (2) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.


                                  ARTICLE 14
                                  ----------
                   CONTROL SHARE ACQUISITION NOT APPLICABLE
                   ----------------------------------------

     The provisions contained in Subchapter G to Chapter 25 of Article C of the
Pennsylvania Business Corporation Law of 1988, as amended by the Act of April
27, 1990, Act 36, 15 Pa. C.S.A. (S)(S)2561-2567, regarding control share
acquisitions, shall not be applicable to the Corporation.

                                       23