**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.

 

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

 

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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.

 

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

 

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

 

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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, 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.

 

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(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.

 

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

 

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

 

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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            theCorporationor 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            suchspecification, 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 thetransactionof 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 byresolutionpassed 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 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

 

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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 forththeaction 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 theBoardof Directors of the Corporation who            is, at the time of such action, more than seventy-five (75) 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 theSecretaryof 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 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.

 

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4.16     Member            Emeritus. The Board of Directors may appoint an individual as            a memberemeritusof 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. § 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.            §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

 

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books of the Corporation, may declare dividends payable only to the            holders of record at the 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 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 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 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.

 

**ARTICLE XIII.  EFFECTIVE DATE**

 

These Bylaws shall become effective 19th day of June, 2007            and all Bylaws adopted prior thereto are repealed as of said effective date.

 

 

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