<PAGE>

                      SECOND AMENDED AND RESTATED BYLAWS
                                      OF
                         INDIAN VILLAGE BANCORP, INC.

                              ARTICLE I. OFFICES

     1.1  Registered Office and Registered Agent.
     --------------------------------------------

     The registered office of Indian Village Bancorp, Inc. ("Corporation") shall
be located in the Commonwealth of Pennsylvania at such place as may be fixed
from time to time by the Board of Directors upon filing of such notices as may
be required by law, and the registered agent shall have a business office
identified with such registered office.

     1.2  Other Offices.
     -------------------

     The Corporation may have other offices within or outside the Commonwealth
of Pennsylvania at such place or places as the Board of Directors may from time
to time determine.

                      ARTICLE II. STOCKHOLDERS' MEETINGS

     2.1  Meeting Place.
     -------------------

     All meetings of stockholders shall be held at the principal place of
business of the Corporation, or at such other place within or without the
Commonwealth of Pennsylvania as shall be determined from time to time by the
Board of Directors, and the place at which any such meeting shall beheld shall
be stated in the notice of the meeting.

     2.2  Annual Meeting Time.
     -------------------------

     The annual meeting of the stockholders for the election of directors and
for the transaction of such other business as may properly come before the
meeting shall be held each year at such date and time as may be determined by
the Board of Directors and stated in the notice of such meeting.

     2.3  Organization and Conduct.
     ------------------------------

     Each meeting of the stockholders shall be presided over the by the
Chairperson of the Board or President, or if the Chairperson of the Board or
President is not present, by any Executive or Senior Vice President or such
other person as the directors may determine. The Secretary, or in his or her
absence a temporary Secretary, shall act as secretary of each meeting of the
stockholders. In the absence of the Secretary and any temporary Secretary, the
chairperson of the meeting may appoint any person present to act as secretary of
the meeting. The chairperson of any meeting of the stockholders, unless
prescribed by law or regulation or unless the Board of Directors has otherwise
determined, shall determine the order of the business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussions as shall be deemed appropriate by him or her in his or her sole
discretion.

     2.4  Notice.
     ------------

          (a)   Notice of the time and place of the annual meeting of
stockholders shall be given by delivering personally or by mailing a written or
printed notice of the same, at least 10 days and not more than
<PAGE>

60 days prior to the meeting, to each stockholder of record entitled to vote at
such meeting. When any stockholders' meeting, either annual or special, is
adjourned for 30 days or more, or if a new record date is fixed for an adjourned
meeting of stockholders, notice of the adjourned meeting shall be given as in
the case of an original meeting. It shall not be necessary to give any notice of
the time and place of any meeting adjourned for less than 30 days or of the
business to be transacted thereat (unless a new record date is fixed therefor),
other than an announcement at the meeting at which such adjournment is taken.

          (b)   At least 10 days and not more than 60 days prior to the meeting,
a written or printed notice of each special meeting of stockholders, stating the
place, day and hour of such meeting, and the purpose or purposes for which the
meeting is called, shall be either delivered personally or mailed to each
stockholder of record entitled to vote at such meeting.

     2.5  Voting Record.
     -------------------

     At each meeting of stockholders, a complete record of the stockholders
entitled to vote at such meeting, or any adjournment thereof, shall be made,
arranged in alphabetical order, with the address of and number of shares held by
each, which record shall be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any stockholder during the whole
time of the meeting.

     2.6  Quorum.
     ------------

     Except as otherwise required by law:

          (a)   A quorum at any annual or special meeting of stockholders shall
consist of stockholders representing, either in person or by proxy, a majority
of the outstanding capital stock of the Corporation entitled to vote at such
meeting.

          (b)   The votes of a majority in interest of those present at any
properly called meeting or adjourned meeting of stockholders, at which a quorum
as defined above is present, shall be sufficient to transact business.

     2.7  Notice for Stockholder Nominations and Proposals
     -----------------------------------------------------

          (a) Notice Requirements.  Nominations for the election of directors
              -------------------
and proposals for any new business to be taken up at any annual meeting of
stockholders may be made by the board of directors of the Corporation or by any
stockholder of the Corporation entitled to vote generally in the election of
directors.  In order for a stockholder of the Corporation to make any such
nominations and/or proposals, he or she shall give notice thereof in writing,
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary of the Corporation not less than sixty days nor more than ninety days
prior to the date of any such meeting; provided, however, that if less than
seventy-one days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Corporation not later than the
close of business on the tenth day following the day on which notice of the date
of the meeting was mailed to stockholders or such prior public disclosure was
made.

          (b) Contents of Notice of Nominations.  Each notice given by a
              ---------------------------------
stockholder with respect to nominations for election of directors shall set
forth (i) the name, age, business address and, if known,

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residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominees, (iii) the number of shares of
stock of the Corporation which are beneficially owned by each such nominee, (iv)
such other information as would be required to be included in a proxy statement
soliciting proxies for the election of the proposed nominee pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, including,
without limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as a director, if elected, and (v) as to
the stockholder giving such notice (a) his name and address as they appear on
the Corporation's books and (b) the class and number of shares of the
Corporation which are beneficially owned by such stockholder. In addition, the
stockholder making such nomination shall promptly provide any other information
reasonably requested by the Corporation.

          (c) Contents of Notice of Business Proposals.  Each notice given by a
             -----------------------------------------
stockholder with respect to business proposals to bring before an annual meeting
of stockholders shall set forth in writing as to each matter: (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business.  Notwithstanding anything in these Articles to the
contrary, no business shall be conducted at the meeting except in accordance
with the procedures set forth in this Article.

          (d) Determination of Compliance.  The Chairperson of the meeting of
              ---------------------------
stockholders may, if the facts warrant, determine and declare to the meeting
that a nomination or proposal was not made in accordance with the foregoing
procedure, and, if the Chairperson should so determine, the Chairperson shall so
declare to the meeting and the defective nomination or proposal shall be
disregarded and laid over for action at the next succeeding adjourned, special
or annual meeting of the stockholders taking place thirty days or more
thereafter.  This provision shall not require the holding of any adjourned or
special meeting of stockholders for the purpose of considering such defective
nomination or proposal.

     2.8  Voting of Shares.
     ----------------------

          (a)   Except as otherwise provided in these Bylaws or to the extent
that voting rights of the shares of any class or classes are limited or denied
by the Articles of Incorporation, each stockholder, on each matter submitted to
a vote at a meeting of stockholders, shall have one vote for each share of stock
registered in his name on the books of the Corporation.

          (b)   Directors are to be elected by a plurality of votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.  Stockholders shall not be permitted to cumulate their votes for the
election of directors.  If, at any meeting of the  stockholders, due to a
vacancy or vacancies or otherwise, directors of more than one class of the Board
of Directors are to be elected, each class of directors to be elected at the
meeting shall be elected in a separate election by a plurality vote.

     2.9  Fixing Record Date.
     ------------------------

     The Board of Directors may fix a time, not more than ninety (90) days,
prior to the date of any meeting of or action by the stockholders or the date
fixed for 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
stockholders entitled to notice of and to

                                       3
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vote at any such meeting or to express consent or dissent to action in writing
without a 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 stockholders as shall be stockholders of record on the date so
fixed shall be entitled to notice of and to vote at such meeting or to express
consent or dissent to action in writing without a meeting or to receive payment
of such dividend or to receive such allotment 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 so fixed.

     2.10  Proxies.
     --------------

     A stockholder may vote either in person or by proxy executed in writing by
the stockholder, or his duly authorized attorney-in-fact.  No proxy shall be
valid after 11 months from the date of its execution, unless coupled with an
interest or otherwise provided in the proxy.

     2.11  Voting of Shares in the Name of Two or More Persons.
     ----------------------------------------------------------

     Where shares are held jointly or as tenants in common by two or more
persons as fiduciaries or otherwise, if only one or more of such persons is
present in person or by proxy, all of the shares standing in the names of such
persons shall be deemed to be represented for the purpose of determining a
quorum and the Corporation shall accept as the vote of all such shares the votes
cast by him or her or a majority of them and if in any case such persons are
equally divided upon the manner of voting the shares held by them, the vote of
such shares shall be divided equally among such persons, without prejudice to
the rights of such joint owners or the beneficial owners thereof among
themselves, except that, if there shall have been filed with the Secretary of
the Corporation a copy, certified by an attorney-at-law to be correct, of the
relevant portions of the agreements under which such shares are held or the
instrument by which the trustor estate was created or the decree of court
appointing them, or of a decree of court directing the voting of such shares,
the persons specified as having such voting power in the latest such document so
filed, and only such persons, shall be entitled to vote such shares but only in
accordance therewith.

     2.12  Voting of Shares by Certain Holders.
     ------------------------------------------

     Shares standing in the name of  another corporation may be voted by an
officer, agent or proxy as the bylaws of such corporation may prescribe, or, in
the absence of such provision, as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy. Shares standing in the name of a receiver may
be voted by such receiver, and shares held by or under the control of a received
may be voted by such receiver without the transfer thereof into his name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.  A stockholder whose
shares are pledge shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee or nominee, and thereafter the
pledgee or nominee shall be entitled to vote the shares so transferred.

     2.13  Inspectors.
     -----------------

     For each meeting of stockholders, the Board of Directors may appoint one or
more inspectors of election. If for any meeting the inspector(s) appointed by
the Board of Directors shall be unable to act or the

                                       4
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Board of Directors shall fail to appoint any inspector, one or more inspectors
may be appointed at the meeting by the chairperson thereof. Such inspectors
shall conduct the voting in each election of directors and, as directed by the
Board of Directors or the chairperson of the meeting, the voting on each matter
voted on at such meeting, and after the voting shall make a certificate of the
vote taken. Inspectors need not be stockholders.

                           ARTICLE III. CAPITAL STOCK

     3.1  Certificates.
     ------------------

     Certificates of stock shall be issued in numerical order, and each
stockholder shall be entitled to a certificate signed by the Chairperson of the
Board or the President, and the Secretary or the Treasurer, and may be sealed
with the seal of the Corporation or a facsimile thereof. The signatures of such
officers may be facsimiles if the certificate is manually signed on behalf of a
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. If an officer who has signed or whose
facsimile signature has been placed upon such certificate ceases to be an
officer before the certificate is issued, it may be issued by the Corporation
with the same effect as if the person were an officer on the date of issue. Each
certificate of stock shall state: (a)  that the Corporation is incorporated
under the laws of the Commonwealth of Pennsylvania; (b)  the name of the person
to whom issued; (c) the number and class of shares and the designation of the
series, if any, which such certificates represents; and (d) the par value of
each share represented by such certificate, or a statement that such shares are
without par value.

     3.2   Transfers.
     ----------------

          (a)   Transfers of stock shall be made only upon the stock transfer
books of the Corporation, kept at the registered office of the Corporation or at
its principal place of business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old certificate shall be
surrendered for cancellation. The Board of Directors may, by resolution, open a
share register in any state of the United States, and may employ an agent or
agents to keep such register, and to record transfers of shares therein.

          (b)   Shares of stock shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from the certificate, or by a
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate. No shares of stock shall be transferred on the books
of the Corporation until the outstanding certificates therefor have been
surrendered to the Corporation.

     3.3   Registered Owner.
     -----------------------

     Registered stockholders shall be treated by the Corporation as the holders
in fact of the stock standing in their respective names and the Corporation
shall not be bound to recognize any equitable or other claim to or interest in
any share on the part of any other person, whether or not it shall have express
or other notice thereof, except as expressly provided below or by the laws of
the Commonwealth of Pennsylvania. The Board of Directors may adopt by resolution
a procedure whereby a stockholder of the Corporation may certify in writing to
the Corporation that all or a portion of the shares registered in the name of
such stockholder are held for the account of as specified person or persons. The
resolution shall set forth: (a) the classification of shareholder who may
certify; (b) the purpose or purposes for which the certification may

                                       5
<PAGE>

be made; (c) the form of certification and information to be contained therein;
(d) if the certification is with respect to a record date or closing of the
stock transfer books, the date within which the certification must be received
by the Corporation; and (e) such other provisions with respect to the procedure
as are deemed necessary or desirable. Upon receipt by the Corporation of a
certification complying with the above requirements, the persons specified in
the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the holders of record of the number of shares specified in
place of the stockholder making the certification.

     3.4   Mutilated, Lost or Destroyed Certificates.
     ------------------------------------------------

     In case of any mutilation, loss or destruction of any certificate of stock,
another may be issued in its place upon receipt of proof of such mutilation,
loss or destruction. The Board of Directors may impose conditions on such
issuance and may require the giving of a satisfactory bond or indemnity to the
Corporation in such sum as they might determine, or establish such other
procedures as they deem necessary.

     3.5   Fractional Shares or Scrip.
     ---------------------------------

     The Corporation may (a) issue fractions of a share which shall entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the Corporation in the event of liquidation;
(b) arrange for the disposition of fractional interest by those entitled
thereto; (c) pay in cash the fair value of fractions of a share as of the time
when those entitled to receive such shares are determined; or (d) issue scrip in
registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip aggregating a full
share.

     3.6   Shares of Another Corporation.
     ------------------------------------

     Shares owned by the Corporation in another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Board of Directors
may determine or, in the absence of such determination, by the President of the
Corporation.

                         ARTICLE IV. BOARD OF DIRECTORS

     4.1   Number and Powers.
     ------------------------

     The management of all the affairs, property and interest of the Corporation
shall be vested in a Board of Directors. The Board of Directors shall be divided
into three classes as nearly equal in number as possible. The initial Board of
Directors shall consist of 7 persons. The classification and term of the
directors shall be as set forth in the Corporation's Articles of Incorporation,
which provisions are incorporated herein with the same effect as if they were
set forth herein. Directors' need not be stockholders or residents of the
Commonwealth of Pennsylvania. In addition to the powers and authorities
expressly conferred upon it by these Bylaws and the Articles of Incorporation,
the Board of Directors 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 Bylaws directed or required to be exercised or done by
the stockholders.

                                       6
<PAGE>

     4.2   Change of Number.
     -----------------------

     The number of directors may at any time be increased or decreased by
resolution adopted by a vote of a majority of the Board of Directors, provided
that no decrease shall have the effect of shortening the term of any incumbent
director except as provided in Sections 4.3 and 4.4 hereunder.  Notwithstanding
anything to the contrary contained within these Bylaws, the number of directors
may not be less than 5 nor more than 15.

     4.3   Vacancies.
     ----------------

     All vacancies in the Board of Directors shall be filled in the manner
provided in the Corporation's Articles of Incorporation, which provisions are
incorporated herein with the same effect as if they were set forth herein.

     4.4   Removal of Directors.
     ---------------------------

     Directors may be removed in the manner provided in the Corporation's
Articles of Incorporation, which provisions are incorporated herein with the
same effect as if they were set forth herein.

     4.5   Regular Meeting.
     ----------------------

     Regular meetings of the Board of Directors or any committee may be held
without notice at the principal place of business of the Corporation or at such
other place or places, either within or without the Commonwealth of
Pennsylvania, as the Board of Directors or such committee, as the case may be,
may from time to time designate. The annual meeting of the Board of Directors
shall be held without notice immediately after the adjournment of the annual
meeting of stockholders.

     4.6   Special Meetings.
     -----------------------

          (a)   Special meetings of the Board of Directors may be called at
anytime by the Chief Executive Officer or the President or by a majority of the
authorized number of directors, to be held at the principal place of business of
the Corporation or at such other place or places as the Board of Directors or
the person or persons calling such meeting may from time to time designate.
Notice of all special meetings of the Board of Directors shall be given to each
director by five days' service of the same by telegram, by letter, or
personally. Such notice need not specify the business to be transacted at, nor
the purpose of, the meeting.

          (b)   Special meetings of any committee may be called at any time by
such person or persons and with such notice as shall be specified for such
committee by the Board of Directors, or in the absence of such specification, in
the manner and with the notice required for special meetings of the Board of
Directors.

     4.7   Quorum.
     -------------

     A majority of the Board of Directors shall be necessary at all meetings to
constitute a quorum for the transaction of business.

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     4.8   Waiver of Notice.
     -----------------------

     Attendance of a director at a meeting shall constitute a waiver of notice
of such meeting, except where a director attends for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. A waiver of notice signed by the director or directors,
whether before or after the time stated for the meeting shall be equivalent to
the giving of notice.

     4.9   Registering Dissent.
     --------------------------

     A director who is present at a meeting of the Board of Directors at which
action on a corporate matter is taken shall be presumed to have assented to such
action unless his dissent is entered in the minutes of the meeting, or unless he
files his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof, or unless he delivers his dissent
in writing to the Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

     4.10  Executive, Audit and Other Committees.
     --------------------------------------------

     Standing or special committees may be appointed from its own number by the
Board of Directors from time to time, and the Board of Directors may from time
to time invest such committees with such powers as it may see fit, subject to
such conditions as may be prescribed by the Board. An Executive Committee may be
appointed by resolution passed by a majority of the full Board of Directors. It
shall have and exercise all of the authority of the Board of Directors, except
in reference to amending the Articles of Incorporation, adopting a plan of
merger or consolidation, recommending the sale,  lease or exchange or other
dispositions of all or substantially all the property and assets of the
Corporation otherwise than in the usual and regular course of business,
recommending a voluntary dissolution or a revocation thereof, or amending these
Bylaws. An Audit Committee shall be appointed by resolution passed by a majority
of the full Board of Directors, and at least a majority of the members of the
Audit Committee shall be directors who are not also officers of the Corporation.
The Audit Committee shall recommend independent auditors to the Board of
Directors annually and shall review the Corporation's budget, the scope and
results of the audit performed by the Corporation's independent auditors and the
Corporation's system of internal control and audit with management and such
independent auditors, and such other duties as may be assigned to it by the
Board of Directors. All committees appointed by the Board of Directors shall
keep regular minutes of the transactions of their meetings and shall cause them
to be recorded in books kept for that purpose in the office of the Corporation.
The designation of any such committee, and the delegation of authority thereto,
shall not relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.

     4.11  Remuneration.
     -------------------

     Directors may be compensated for their services to the Board of Directors
and each committee thereof in any manner deemed appropriate by the Board of
Directors, by resolution of the Board of Directors, and expenses of attendance,
if any, may be allowed for attendance at each regular or special meeting of the
Board of Directors or committee thereof; provided, that nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

                                       8
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     4.12  Action by Directors Without a Meeting.
     --------------------------------------------

     Any action which may be taken at a meeting of the directors, or of a
committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so taken or to betaken, shall be signed by all of the
directors, or all of the members of the committee, as the case may be. Such
consent shall have the same effect as unanimous vote.

     4.13  Action of Directors by Communications Equipment.
     ------------------------------------------------------

     Any action which may be taken at a meeting of directors, or of a committee
thereof, may be taken by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can here each other at the same time.

     4.14  Chairperson of the Board of Directors.
     --------------------------------------------

     The Board of Directors may elect from among its members a Chairperson of
the Board and a Vice-Chairperson of the Board of Directors. The Chairperson of
the Board of Directors (or, in his or her absence, the Vice-Chairperson of the
Board, if one has been elected) shall preside at all meetings of the Board of
Directors. The Chairperson of the Board (and the Vice-Chairperson of the Board,
if one has been elected) shall perform such other duties as may be assigned from
time to time by the Board of Directors.

                              ARTICLE V. OFFICERS

     5.1   Designations.
     -------------------

     The officers of the Corporation shall be the Chairperson of the Board, a
Chief Executive Officer, a President, a Secretary and a Chief Financial Officer
and/or Treasurer, as well as such Vice Presidents (including Executive and
Senior Vice Presidents), Assistant Secretaries and Assistant Treasurers as the
Board may designate, who shall be elected for one year by the directors at their
first meeting after the annual meeting of stockholders, and who shall hold
office until their successors are elected and qualify. Any two or more offices
may beheld by the same person, except that the offices of President and
Secretary may not be held by the same person.

     5.2   Powers and Duties.
     ------------------------

     The officers of the Corporation shall have such authority and perform such
duties as the Board of Directors may from time to time authorize or determine.
In the absence of action by the Board of Directors, the officers shall have such
powers and duties as generally pertain to their respective offices.

     5.3   Delegation.
     -----------------

     In the case of absence or inability to act of any officer of the
Corporation and of any person herein authorized to act in his place, The Board
of Directors may from time to time delegate the powers or duties of such officer
to any other officer or any director or other person whom it may select.

                                       9
<PAGE>

     5.4   Vacancies.
     ----------------

     Vacancies in any office arising from any cause may be filled by the Board
of Directors at any regular or special meeting of the Board.

     5.5   Other Officers.
     ---------------------

     Directors may appoint such other officers and agents as it shall deem
necessary or expedient, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

     5.6   Term - Removal.
     ---------------------

     The officers of the Corporation shall hold office until their successors
are chosen and qualify.  Any officer or agent elected or appointed by the Board
of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of the whole Board of Directors, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     5.7   Boards.
     -------------

     The Board of Directors may, by resolution, require any and all of the
officers to give bonds to the Corporation, which sufficient surety or sureties,
conditioned for the faithful performance of the duties of the irrespective
offices, and to comply with such other conditions as may from time to time be
required by the Board of Directors.

                      ARTICLE VI. FISCAL YEAR ANNUAL AUDIT

     The fiscal year of the Corporation shall end on the 30th day of June of
each year. The Corporation may be subject to an annual audit as of the end of
its fiscal year by independent public accountants appointed by and responsible
to the Board of Directors, unless required by any provision of law or any
agreement with any regulatory agency or national securities exchange.

                       ARTICLE VII. DIVIDENDS AND FINANCE

     7.1   Dividends.
     ----------------

     Dividends may be declared by the Board of Directors and paid by the
Corporation, subject to the conditions and limitations imposed by the laws of
the Commonwealth of Pennsylvania.

     7.2   Reserves.
     ---------------

     Before making any distribution of earned surplus, there may be set aside
out of the earned surplus of the Corporation such sum or sums as the directors
from time to time in their absolute discretion deem expedient as a reserve fund
to meet contingencies, or for equalizing dividends, or for maintaining any
property of the Corporation, or for any other purpose. Any earned surplus of any
year not distributed as dividends shall be deemed to have thus been set apart
until otherwise disposed of by the Board of Directors.

                                       10
<PAGE>

     7.3   Depositories.
     -------------------

     The monies of the Corporation shall be deposited in the name of the
Corporation in such bank or banks or trust company or trust companies as the
Board of Directors shall designate and shall be drawn out only by check or other
order for payment of money signed by such persons and in such manner as may be
determined by resolution of the Board of Directors.

                 ARTICLE VIII. PERSONAL LIABILITY OF DIRECTORS

     A director of the Corporation shall not be personally liable for monetary
damages for any action taken, or any failure to take any action, as a director
to the extent set forth in the Corporation's Articles of Incorporation, which
provisions are incorporated herein with the same effect as if they were set
forth herein.

                              ARTICLE IX. NOTICES

     Except as may otherwise be required by law, any notice to any stockholder
or director may be delivered personally or by mail. If mailed, the notice shall
be deemed to have been delivered when deposited in the United States mail,
addressed to the addressee at his last known address in the records of the
Corporation, with postage thereon prepaid.

                                ARTICLE X. SEAL

     The corporate seal of the Corporation shall be in such form and bear such
inscription as may be adopted by resolution of the Board of Directors, or by
usage of the officers on behalf of the Corporation.

                         ARTICLE XI. BOOKS AND RECORDS

     The Corporation shall keep correct and complete books and records of
account and shall keep minutes and proceedings of meetings of its stockholders
and Board of Directors; and it shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its stockholders, giving the names and addresses of all stockholders and the
number and class of the shares held by each. Any books, records and minutes
maybe in written form or any other form capable of being converted into written
form within a reasonable time.

                            ARTICLE XII. AMENDMENTS

     These Bylaws may be altered, amended or repealed only as set forth in the
Corporation's Articles of Incorporation, which provisions are incorporated
herein with the same effect as if they were set forth herein.

                                *      *      *

Amended and restated effective May 18, 2000.

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