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                                                                     Exhibit 3.2


                                     BYLAWS

                                       OF

                           LAUREL CAPITAL GROUP, INC.

                               ARTICLE I. OFFICES


         1.1 REGISTERED OFFICE AND REGISTERED AGENT. The registered office of
Laurel Capital Group, 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 on the fourth Thursday in October
of each year, if not a legal holiday, or if a legal holiday, then on the next
succeeding day not a legal holiday at the same time, or at such other 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 by the Chairman of the Board, or in his absence by the President,
or if neither the Chairman nor the President is present, by any Vice President.
The Secretary, or in his 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 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 in
his sole discretion.
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         2.4 SPECIAL MEETINGS. Special meetings of stockholders may be called 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.

         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 and not more than 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 any time, upon the written request of a person or persons
who are entitled to call a special meeting, which request shall state the
purpose of the meeting and shall be delivered at the principal office of the
Corporation addressed to the President, the Secretary shall call a special
meeting at such date as the Secretary shall fix, not less than thirty (30) days
nor more than sixty (60) days after receipt of the request and shall give notice
thereof. Written notice of each special meeting of stockholders shall be given
to each stockholder of record entitled to vote at the meeting at least ten (10)
days prior to the date thereof. The notice shall specify the place, day and hour
of the meeting and the general nature of the business to be transacted.

         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 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
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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.

         2.8 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 60 days, and in such case, written
or printed notice thereof shall be mailed at least 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 not more than 60 days, prior to the date on which
the particular action requiring such determination of stockholders is to be
taken.

         If no record date is fixed by the Board of Directors for the
determination of stockholders entitled to receive notice of, or vote at, a
stockholders' meeting, transferees of shares which are transferred on the books
of the Corporation within ten (10) days next preceding the date of such meeting
shall not be entitled to notice of or to vote at such meeting.

         2.9 PROXIES. A stockholder may vote either in person or by proxy
executed in writing by the stockholder, or his duly authorized attorney-in-fact.
All proxies shall be in writing and filed with the Secretary of the Corporation.

         2.10 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.

         2.11 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
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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.

         2.12 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
Board of Directors shall fail to appoint any inspector, one or more inspectors
may be appointed at the meeting by the chairman thereof. Such inspectors 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. 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
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.
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         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 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 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.
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         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 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 9 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.

         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 except as provided in Sections 4.4 and 4.5 hereunder.
Notwithstanding anything to the contrary contained within these Bylaws, the
number of directors may neither be less than five nor more than 15.

         4.3 RESIGNATION. Any director may resign at any time by sending a
written notice of such resignation to the home office of the Corporation
addressed to the Secretary. Unless otherwise specified therein, such resignation
shall take effect upon
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receipt thereof 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 when
such resignation is accepted by the Board of Directors.

         4.4 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.

         4.5 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.

         4.6 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.

         4.7 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the Secretary at the written request of the Chairman or
any three (3) directors, specifying the general purpose of the meeting, 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 at least twenty-four (24)
hours prior thereto if delivered personally or by telegram, or at least three
(3) days prior thereto if delivered by mail at the address at which the director
is most likely to be reached. Such notice need neither specify the business to
be transacted at, nor the purpose of, the meeting. Such notice shall be deemed
to be delivered when deposited in the U.S. mail so addressed, with postage
thereon prepaid if mailed or when delivered to the telegraph company if sent by
telegram.

         4.8 QUORUM. A majority of the Board of Directors shall be necessary at
all meetings to constitute a quorum for the transaction of business and actions
of a majority meeting at which a quorum is present shall be actions of the
Board.

         4.9 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.
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         4.10 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.

         4.11 AGE LIMIT OF DIRECTORS. No person shall be eligible for election,
re-election, appointment or re-appointment to the Board of Directors of the
Corporation who is, at the time of such action, more than seventy-two (72) years
of age, provided, however, that this limitation shall not apply to those persons
among the Corporation's directors who were formerly directors of Peoples Savings
Association or Allison Park Savings and Loan Association.

         4.12 OTHER POWERS. In addition to the powers expressly granted by these
Bylaws, the Board of Directors may exercise all 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.

         4.13 DIRECTORS EMERITUS. The Board of Directors may appoint any number
of individuals as directors emeritus. Any individual so appointed may be
compensated but may not vote at any meeting of the Board of Directors, or be
counted in determining a quorum. He shall not have any official responsibility.

         4.14 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. He shall not have any
official responsibility.

         4.15 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 therefor. Members of standing or special committees may
be allowed like compensation for attending committee meetings.

         4.16 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.
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         4.17 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.

         4.18 COMMITTEES. Subject to the provisions of Sections 4.19 through
4.23 hereof, inclusive, the Board of Directors may by resolution adopted by a
majority of the whole Board delegate three (3) or more of its number to
constitute a committee or committees which, to the extent provided in the
resolution, shall have and exercise the authority of the Board of Directors in
the management of the business of the Corporation.

         4.19 COMMITTEES ESTABLISHED. Until further action of the Board of
Directors by resolution, the following Committees shall constitute committees of
the Board of Directors which shall have and exercise the authority of the Board
of Directors in the management of the business of the Corporation to the extent
provided in this Article: Executive Committee, Audit Committee, Nominating
Committee and Personnel Committee. The members of these Committees and their
Chairman shall be appointed by the Chairman of the Board with the approval of
the Board of Directors.

         4.20 EXECUTIVE COMMITTEE. The Executive Committee shall consist of not
less than three (3) nor more than five (5) director members, one of whom shall
be the Chairman of the Board. Unless otherwise provided by resolution of the
Board, the Executive Committee shall have and may exercise the powers of the
Board in the management of the business and affairs of the Corporation except
that, unless otherwise provided by resolution of a majority of the whole Board
of Directors, the Executive Committee shall not be authorized to declare any
dividends to stockholders, elect officers of the Corporation, fill vacancies in
the Board, the Executive Committee or any other committee of the Board, amend
these Bylaws, or take any other action which under these Bylaws, applicable law
and regulation, or the Articles of Incorporation is to be taken only by a
majority vote of the whole Board of Directors or of the number of directors at
the time in office. All actions taken by the Executive Committee shall be
reported to the Board at the meeting next following the action.

         4.21 AUDIT COMMITTEE. The Audit Committee shall consist of not less
than three (3) nor more than five (5) director members, none of whom shall be
full-time employees of the Corporation. The Committee, which shall meet as often
as deemed necessary by its Chairman but not less frequently than annually with
the Corporation's independent auditors, shall review the Corporation's financial
controls, accounting policies and operations and executive management's
performance within the framework of these controls and policies. It shall meet
with executive and other management of the Corporation and with others as it
deems appropriate and shall report to the Board of Directors not less frequently
than annually.
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         4.22 NOMINATING COMMITTEE. The whole Board of Directors shall service
as the Nominating Committee. The Board may periodically designate certain
members of the Board to serve as a subcommittee to review director compensation
and to recommend to the whole Board fair and equitable levels of director
compensation and the basis of performance to qualify therefor. In doing so, it
will attempt to establish director compensation, within the ability of the
Corporation to pay, which will attract and retain qualified and competent
persons of mature judgment as members of the Board of Directors.

         4.23 PERSONNEL COMMITTEE. This Committee shall consist of not less than
three (3) nor more than five (5) director members, none of whom shall be
full-time employees of the Corporation. It shall establish and monitor policies,
practices and procedures relating to the compensation of, and incentive programs
for, the Corporation's executive management and other employees. It will also
review the job performance of the Corporation's officers. It shall report to the
Board of Directors not less frequently than annually. The Committee will also
consult with management on general personnel policies and practices.


                              ARTICLE V. OFFICERS

         5.1 DESIGNATIONS. The officers of the Corporation shall be the Chairman
of the Board, a 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. The
responsibilities of the persons holding executive management positions may be
clarified, if the Board of Directors directs, by adding descriptive words to the
offices they hold such as "Chief Executive Officer," "Chief Administrative
Officer," "Chief Operating Officer" and "Chief Financial Officer."

         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
for the unexpired portion of the term of such office.
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                                       11


         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 President or Board of Directors.

         5.6 TERM - REMOVAL. The officers of the Corporation shall hold office
for one (1) year or 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.

         5.7 AGE LIMITATION ON OFFICERS. No person shall be eligible for
election, re-election, appointment or re-appointment as an officer who, at the
time of such action, is more than seventy-two (72) years of age; provided,
however, that this limitation shall not apply to those persons among the
Corporation's officers who were formerly officers of Peoples Savings Association
or Allison Park Savings and Loan Association, and provided, further, that the
foregoing shall not restrict the Board of Directors from establishing a
compulsory retirement requirement for those officers attaining age 65 but not 72
who fall within the definition of persons covered by Section 3(c)(1) of the Age
Discrimination in Employment Act Amendments of 1978, 29 USCA Section 631(c)(1).


                     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 shall 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. The appointment of such accountants shall be subject
to annual ratification by the stockholders.


                       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 as set forth in Section 2.8 of Article
II of these Bylaws. The Board of Directors, however, without closing the books
of the Corporation, may declare dividends payable only to the holders of record
at the close of business on any business day as set forth in Section 2.8 of
Article II of these Bylaws.

         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
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                                       12


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 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 may
be in written form or any other form capable of being converted into written
form within a reasonable time.
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                                       13


                            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.