AMENDED AND RESTATED BYLAWS
                                       OF
                             FIDELITY BANCORP, INC.


                               ARTICLE I. OFFICES

         1.1 Registered  Office and Registered  Agent. The registered  office of
Fidelity 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  identical 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 the  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 be held 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 on the second  Tuesday
of February,  if not a legal holiday,  and if a legal  holiday,  then on the day
following,  or at such other date 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 by the President,  or if the President is not present, by any Vice
President. The Secretary, or in 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 chairman of the meeting may appoint any person
present to act as secretary  of the meeting.  The chairman 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 procedure at the meeting,  including such regulation of the manner of voting
and the conduct of discussions as shall be deemed appropriate by him in his sole
discretion.

         2.4  Special  Meetings.  Special  meetings of the  stockholders  of the
Corporation   for  any  purpose  may  be  called  only  as   prescribed  in  the
Corporation's Articles of Incorporation.


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         2.5  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 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 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.

         2.6 Voting Record.  The Corporation shall make a complete record of the
stockholders  entitled  to vote  at  each  meeting  of the  stockholders  of the
Corporation,  or any adjournment  thereof,  arranged in alphabetical order, with
the address of and number of shares held by each.  The record shall be kept open
at the time and place of such meeting for the inspection by any stockholder.

         2.7  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.

         2.8  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 capital
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.

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         2.9 Closing of Transfer  Books and Fixing Record Date.  For the purpose
of determining  stockholders  entitled to notice of or to vote at any meeting of
stockholders,  or any adjournment thereof, or entitled to receive payment of any
dividend, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period not to exceed the maximum period prescribed at the
time by the laws of the Commonwealth of  Pennsylvania,  nor be less than 10 days
preceding  such meeting or payment  date,  and in such case,  written or printed
notice  thereof  shall be mailed at lease 10 days before the closing  thereof to
each  stockholder  of record at the  address  appearing  on the  records  of the
Corporation or supplied by such  stockholder to the  Corporation for the purpose
of notice.  In lieu of closing the stock transfer books,  the Board of Directors
may fix in advance a record  date for any such  determination  of  stockholders,
such date to be within the maximum period  prescribed at the time by the laws of
the Commonwealth of Pennsylvania, and, in case of a meeting of stockholders, not
less than 10 days  prior to the date on which the  particular  action  requiring
such determination of stockholders is to be taken.

         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 one year from the date of its  execution,  unless
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 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 trust or 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,  provided that a copy of
such provisions or appointing  resolution  certified to be correct by an officer
of such  corporation is filed with the Secretary of the Corporation if requested
by the Secretary of the Corporation. 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  receiver  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 pledged shall be entitled to vote
such shares until the shares have been  transferred into the name of the pledgee

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or nominee,  and thereafter the pledgee or nominee shall be entitled to vote the
shares so transferred.

         2.13 Judges of Election. For each meeting of stockholders, the Board of
Directors  may appoint one or three judges of  election.  If for any meeting the
judge(s) appointed by the Board of Directors shall be unable to act or the Board
of  Directors  shall  fail to  appoint  any  judge,  one or three  judges may be
appointed at the meeting by the chairman  thereof.  Such judge(s)  shall conduct
the voting in each  election  of  directors  and,  as  directed  by the Board of
Directors or the chairman 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.
Judges need not be stockholders.

         2.14.  Notice for Nominations and Proposals.  Nominations for directors
to be elected at an annual  meeting of  shareholders,  except  those made by the
board of  directors  of the  Corporation,  must be made in  accordance  with the
provisions  set  forth  in the  Articles  of  Incorporation  and  must  also  be
accompanied  by a  certification,  under oath  before a notary  public,  by each
nominee that he meets the eligibility requirements to be a director as set forth
in Article IV, Section 4.19 of these Bylaws.


                           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
President or a Vice  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 certificate 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,

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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  therefore  have been
surrendered to the Corporation.

         3.3 Registered Owners.  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 a
specified person or persons. The resolution shall set forth:

          (a)  The classification of stockholder who may certify;

          (b)  The purpose or purposes for which the certification may 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 person 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.

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         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
interests 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 seven  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. 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.

         Each  director  of the  Corporation  must,  at all  times,  reside in a
county,  city or town within the  Commonwealth of Pennsylvania  which is no more
than 20 miles in distance from the main branch or nearest branch office location
of the Corporation's wholly-owned subsidiary, Fidelity Savings Bank.

       4.2  Change  of  Number.  The  number  of  directors  may at any  time be
increased  or  decreased  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.  Notwithstanding  anything to the contrary contained within
these  Bylaws,  the number of  directors  may be neither less than five 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 Regular  Meetings.  Regular  meetings of the Board  of  Directors  or
any  committee  thereof 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

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meeting of the Board of Directors shall be held without notice immediately after
the adjournment of the annual meeting of stockholders.

         4.5 Special Meetings.

         (a)  Special  meetings of the Board of  Directors  may be called at any
time by 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 specify neither 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.

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

         4.7  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.

         4.8 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 such meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

         4.9  Executive,  Audit  and  Other  Committees.   Standing  or  special
committees  may be appointed by the Board of Directors  from its own number 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 an
exercise all of the authority of the Board of Directors,  except in reference to
amending  the  Articles  of   Incorporation,   adopting  a  plan  or  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

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majority of the members of the Audit  Committee  shall be directors  who are not
also officers of the  Corporation.  The Audit Committee shall review the records
and affairs of the  Corporation  to determine  its  financial  condition,  shall
review the  Corporation's  systems of internal  control with  management and the
Corporation's independent auditors and shall monitor the Corporation's adherence
in  accounting  and  financial   reporting  to  generally  accepted   accounting
principles,  as well as such other  duties as may be added 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.

         4.10 Remuneration. The Board of Directors, by the affirmative vote of a
majority of the  directors  then in office,  and  irrespective  of any  personal
interest of any of its members, shall have the authority to establish reasonable
compensation  of all  directors  for services to the  Corporation  as directors,
officers  or  otherwise,  or to  delegate  such  authority  to  any  appropriate
committee;  provided,  that  nothing  herein  contained  shall be  construed  to
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation therefore.  Members of standing or special committees may
be allowed like compensation for attending committee meetings.

         4.11 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 be taken,  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 a
unanimous vote.

         4.12 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 hear each other at the
same time.

         4.13  Age  Limitation.  No  person  shall  be  eligible  for  election,
re-election,  appointment  or  re-appointment  to the Board of  Directors of the
Corporation  who has, at the time of such action,  reached seventy (70) years of
age.  This age  limitation  does not apply to a member  emeritus of the Board of
Directors or of an Advisory Board.

         4.14  Resignation  of  Directors.  A director may resign at any time by
written  resignation  delivered  to the  Secretary  of the  Corporation.  Unless
otherwise specified in the resignation, it shall take effect upon receipt by the
Secretary.  More than three  consecutive  absences from regular  meetings of the
Board of  Directors,  unless  excused by  resolution  of the Board of Directors,
shall automatically  constitute a resignation,  effective upon acceptance by the
Board of Directors.

         4.15 Advisory  Boards.  The Board of Directors may establish any number
of Advisory Boards and may appoint any number of individuals to such Boards. Any
individual so appointed

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may be  compensated  but may not attend any  meeting of the Board of  Directors,
except pursuant to an invitation by the Board of Directors.  They shall not have
any official responsibility or be subject to any liability.

         4.16 Member Emeritus.  The Board of Directors may appoint an individual
as a member  emeritus  of the Board of  Directors  or of an Advisory  Board.  An
individual so appointed  shall serve as a member  emeritus for a term determined
by the Board of Directors unless he is removed by the Board or resigns. A member
emeritus  may be  compensated  but may not vote at any  meeting  of the Board of
Directors  or Advisory  Board or be counted in  determining  a quorum.  A member
emeritus also shall not have any responsibility or be subject to any liability.

         4.17 Minimum Share  Requirement.  Each director of the Corporation must
be a shareholder of the Corporation and  beneficially  own at least 5,000 shares
of the Corporation's Common Stock. "Beneficial" ownership shall be determined in
accordance with the regulations of the Securities Exchange Act of 1934.

         4.18 Affiliations With Other Depository  Institutions.  A person is not
eligible  to  serve  as  director  of  the  Corporation  if he is a  "management
official" of another "depository institution" or "depository holding company" as
those terms are defined in 12 C.F.R. ss. 563f.2 of the Regulations of the Office
of Thrift Supervision.  If elected director of the Corporation, a person may not
thereafter  serve or agree to serve as a  management  official  of a  depository
institution or depository  holding company unless and until his term as director
of the Corporation has expired.

         4.19  Eligibility  Requirement.  A person is not  eligible  to serve as
director if he: (1) is under  indictment  for, or has ever been  convicted of, a
criminal  offense,  involving  dishonesty or breach of trust and the penalty for
such  offense  could be  imprisonment  for more than one  year;  (2) is a person
against whom a federal or state bank regulatory  agency has, within the past ten
years,  issued a cease and desist  order for  conduct  involving  dishonesty  or
breach of trust and that order is final and not subject to appeal;  (3) has been
found either by any federal or state  regulatory  agency whose decision is final
and not  subject  to  appeal,  or by a court to have  (a)  committed  a  willful
violation  of  any  law,  rule  or  regulation  governing  banking,  securities,
commodities  or  insurance,  or any final  cease and  desist  order  issued by a
banking, securities, commodities or insurance regulatory agency; or (b) breached
a fiduciary  duty  involving  personal  profit;  or (4) has been  nominated by a
person who would be disqualified  from serving as a director of this Corporation
under Section 4.19 (1), (2) or (3).


                              ARTICLE V. OFFICERS

         5.1  Designations.  The  officers  of  the  Corporation  shall  be  the
President,  a  Secretary  and a  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 be held by the same person, except that the
offices of President and Secretary may not be held by the same person.

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         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.

         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 contractual  rights, if any,
of the person so removed.

         5.7 Age  Limitation  on  Officers.  No  person  shall be  eligible  for
election, re-election,  appointment or re-appointment to an executive management
position who, at the time of such action, has reached seventy (70) years of age;
provided,  however, that the foregoing shall not restrict the Board of Directors
from  establishing  a  compulsory  retirement  requirement  for  those  officers
attaining  age 65 but not age 70 who  fall  within  the  definition  of  persons
covered  by  Section  3(c)(1)  of  the  Age  Discrimination  in  Employment  Act
Amendments of 1978, 29 U.S.C. ss.631(c)(1).

                            ARTICLE VI. FISCAL YEAR

The fiscal year of the  Corporation  shall end on the 30th of  September of each
year.

                       ARTICLE VII. DIVIDENDS AND FINANCE

      7.1  Dividends.  Dividends  may be declared by the Board of Directors  and
paid by the Corporation out of the unreserved and unrestricted earned surplus of
the Corporation,  or out of the unrestricted capital surplus of the Corporation,
subject  to  the  conditions  and  limitations   imposed  by  the  laws  of  the
Commonwealth  of  Pennsylvania.  The stock  transfer books may be closed for the
payment of dividends  during such periods,  not in excess of the maximum  period
prescribed at the time by the laws of the Commonwealth of Pennsylvania,  as from
time to time may be fixed by the Board of  Directors.  The  Board of  Directors,
however,  without closing the books of the  Corporation,  may declare  dividends
payable  only to the holders of record at the

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close of business on any business day within the maximum  period  prescribed  at
the time by the laws of the  Commonwealth of  Pennsylvania  prior to the date on
which the dividend is paid.

         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.

         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 such  form  and  bear  such
inscription as may be adopted by resolution of the Board of Directors.

                         ARTICLE X1. 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 the 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 may be in
written  form or any other form  capable of being  converted  into  written form
within a reasonable time.

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                            ARTICLE X11. 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.

                          ARTICLE XIII. EFFECTIVE DATE

These Bylaws shall become  effective  May 21, 2002 and all Bylaws  adopted prior
thereto are repealed as of said effective date.












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