EXHIBIT 3(ii)
 
   Section 1.1
    
    The Corporation shall have and continuously maintain in
Pennsylvania a registered office which may, but need not, be
the same as its place of business, at an address to be
designated from time to time by the Board of Directors.Section 1.2
    
    The Corporation may also have offices at such other places as
the Board of Directors from time to time may designate or the
business of the Corporation may require.
   Section 2.1
    
    All meetings of the shareholders shall be held at such time
and place as may be fixed from time to time by the Board of
Directors.Section 2.2
    
    The annual meeting of the shareholders shall be held on the
third Wednesday in May of each year, or on such other day
within forty-five (45) days before or after said date as the
Board of Directors shall determine by resolution, when the
shareholders shall elect members to the Board of Directors and
transact such other business as may properly be brought before
the meeting.Section 2.3
    
    Special meetings of the shareholders may be called at any time
by the President or a majority of the Board of Directors or of
its Executive Committee. At any time, upon written request of
any person who has called a special meeting, it shall be the
duty of the Secretary to fix the time of the meeting which, if
the meeting is called pursuant to a statutory right, shall be
held not more than sixty (60) days after the receipt of the
request. If the Secretary neglects or refuses to fix the time
of the meeting, the person or persons calling the meeting may
do so.Section 2.4
    
    Written notice of all shareholder meetings (other than
adjourned meetings of shareholders), shall state the place,
date, hour and the general nature of the business to be
transacted at such meeting.
 (a)
    
    Such notice shall be delivered personally, by courier
service, charges prepaid, by first class, express or bulk mail, postage
prepaid, facsimile transmission, e-mail or other electronic communication,
addressed to the shareholder at his or her postal address, facsimile
number, e-mail address or other electronic communication location as it
appears on the transfer
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books for shares of the Corporation or as supplied
by such shareholder to the Corporation for the purpose of notice.(b)
    
    Notice of any meeting of shareholders shall be
delivered not less than ten (10) days, or in the case of bulk mail not
less than twenty (20) days, before the date of the meeting. If the notice
is sent by mail or courier, such notice shall be deemed to be delivered
when deposited in the United States mail or with a courier service for
delivery to the shareholder. If the notice is sent by facsimile, e-mail
or other electronic communication, such notice shall be deemed to be
delivered when sent to the shareholder.
 Section 2.5
    
    When a meeting of shareholders is adjourned, it shall not be
necessary to give any notice of the adjourned meeting or of
the business to be transacted at an adjourned meeting, other
than by announcement at the meeting at which the adjournment
is taken, unless the Board of Directors fixes a new record
date for the adjourned meeting.Section 2.6
    
    Matters to be placed on the agenda for consideration at annual
meetings of Shareholders may be proposed by the Board of
Directors or by any shareholder entitled to vote for the
election of Directors. Matters proposed for the agenda by
shareholders entitled to vote for the election of Directors
shall be made in accordance with applicable rules of the
Securities and Exchange Commission and the provisions of this
Section 2.6. A proposal for action at an annual meeting must
be a proper matter for shareholder action. (a) Matters
proposed for the agenda by shareholders entitled to vote for
the election of Directors shall be made by notifying the
Secretary of the Corporation in writing at the times and in
the manner specified in Section 10.1 of these Bylaws with
respect to shareholder nominations of directors. (b) Each
such notice from a shareholder shall set forth a brief
description of the business desired to be brought before the
annual meeting. The presiding officer of the meeting of
shareholders may determine that a matter proposed for the
agenda was not made in accordance with the foregoing
procedure, and if he or she should so determine, he or she
shall so declare to the meeting and the matter shall be
disregarded.Section 2.7
    
    At every meeting of the shareholders, the Chairperson of the
Corporation, if there be one, or, in the case of vacancy in
office or absence of the Chairperson, one of the following
officers present in the order stated shall act as the
presiding officer of the meeting: the President, the Chief
Operating Officer, the Vice Presidents in their order of rank
and seniority; or a person chosen by vote of the shareholders
present. The Secretary or, in the absence of the Secretary,
an assistant secretary, or in the absence of both the
Secretary and Assistant Secretaries, a person appointed by the
presiding officer of the meeting, shall act as secretary.
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Section 3.1
    
    The presence, in person or by proxy, of shareholders entitled
to cast at least a majority of the votes which all
shareholders are entitled to cast on the particular matter
shall constitute a quorum for purposes of considering such
matter, and unless otherwise provided by statute or by the
Articles of Incorporation, the acts of such shareholders at a
duly organized meeting shall be the acts of the shareholders.
If, however, any meeting of shareholders cannot be organized
because of a lack of quorum, those present, in person or by
proxy, shall have the power, except as otherwise provided by
statute, to adjourn the meeting to such time and place as they
may determine, without notice other than an announcement at
the meeting, until the requisite number of shareholders for a
quorum shall be present, in person or by proxy, except that in
the case of any meeting called for the election of directors
such meeting may be adjourned only for periods not exceeding
fifteen (15) days as the holders of shares representing a
majority of the votes entitled to be cast, whether present in
person or by proxy, shall direct, and those who attend the
second of such adjourned meetings, although less than a
quorum, shall nevertheless constitute a quorum for the purpose
of electing directors. At any adjourned meeting at which a
quorum shall be present or so represented, any business may be
transacted which might have been transacted at the original
meeting if a quorum had been present. The shareholders
present, in person or by proxy, at a duly organized meeting
can continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a
quorum.
   Section 4.1
    
    Except as may be otherwise provided by statute or by the
Articles of Incorporation or in Section 4.2 below, at every
meeting of shareholders, every shareholder entitled to vote
thereat shall have the right to one (1) vote for each share of
Class A Common Stock and ten (10) votes for each share of
Class B Common Stock standing in his or her name on the
transfer books for shares of the Corporation on the record
date fixed for the meeting. No share shall be voted at any
meeting if an installment is due and unpaid thereon.Section 4.2
    
    In all elections for directors, every shareholder entitled to
vote shall have the right, in person or by proxy, to multiply
the number of votes to which he or she is entitled by the
number of directors to be elected, and a Shareholder may cast
the whole number of such votes for one candidate or may
distribute them among any two or more candidates. The
candidates receiving the highest number of votes up to the
number of directors to be chosen shall be elected.
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Section 5.1
    
    Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another
person or persons to act for him or her by proxy. Every proxy
shall be executed in writing by the shareholder or his or her
duly authorized attorney in fact and filed with the Secretary
of the Corporation. A proxy, unless coupled with an interest,
shall be revocable at will, notwithstanding any other
agreement or any provision in the proxy to the contrary, but
the revocation of a proxy shall not be effective until notice
thereof has been given to the Secretary of the Corporation.
An e-mail, Internet communication or other means of electronic
transmission from a shareholder or attorney-in-fact, or a
photographic, facsimile or similar reproduction of a writing
executed by a shareholder or attorney-in-fact:
 (a)
    
    may, at the discretion of the Secretary, be treated
as properly executed or authenticated for purposes of this subsection; and(b)
    
    shall be so treated if it sets forth or utilizes a
confidential and unique identification number or other mark furnished by
the Corporation to the shareholder for the purposes of a particular
meeting or transaction.No unrevoked proxy shall be valid after eleven (11) months from the date of its
execution, unless a longer time is expressly provided therein, but in no event
shall a proxy, unless coupled with an interest, be voted after three (3) years
from the date of its execution. A proxy shall not be revoked by the death or
incapacity of the maker, unless before the vote is counted or the authority is
exercised, written notice of such death or incapacity is given to the Secretary of
the Corporation.
   Section 6.1
    
    The Board of Directors may fix a time, not more than
ninety (90) days prior to the date of any meeting of
shareholders, or the date fixed for the payment of
any dividend or distribution, or the date for the
allotment of rights, or the date when any change or
conversion or exchange of shares will be made or go
into effect, as a record date for the determination
of the shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive
payment of any such dividend or distribution, or to
receive any such allotment of rights, or to exercise
the rights in respect to any such change, conversion
or exchange of shares. In such case, only such
shareholders as shall be shareholders of record on
the date so fixed shall be entitled to notice of, or
to vote at, such meeting or to receive payment of
such dividend or distribution or to receive such
allotment of rights or to exercise such rights, as
the case may be, notwithstanding any transfer of any
shares on the transfer books for shares of the
Corporation after any record date fixed as
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aforesaid. The Board of Directors may close the
transfer books for shares of the Corporation against
transfers of shares during the whole or any part of
such period, and in such case written or printed
notice thereof shall be mailed or otherwise
delivered in accordance with Section 2.4 at least
twenty (20) days before closing thereof to each
shareholder of record at the address appearing on
the records of the Corporation or supplied by the
shareholder to the Corporation for the purpose of
notice. While the transfer books for shares of the
Corporation are closed, no transfer of shares shall
be made thereon. If no record date is fixed by the
Board of Directors for the determination of
shareholders entitled to receive notice of, and vote
at, a meeting of shareholders, transferees of shares
which are transferred on the books of the
Corporation within twenty (20) days next preceding
the date of such meeting shall not be entitled to
notice of or to vote at such meeting.
   Section 7.1
    
    The officer or agent having charge of the transfer
books for shares of the Corporation shall make a
complete list of the shareholders entitled to vote
at any meeting of shareholders, arranged in
alphabetical order, with the address of and the
number of shares held by each. The list shall be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of
any shareholders during the whole time of the
meeting for the purposes thereof except that, if the
Corporation has 5,000 or more shareholders, in lieu
of the making of the list the Corporation may make
the information therein available at the meeting by
any other means.Section 7.2
    
    Failure to comply with the requirements of Section
7.1 shall not affect the validity of any action
taken at a meeting prior to a demand at the meeting
by any shareholder entitled to vote thereat to
examine the list. The original share register(s) or
transfer book(s), or a duplicate thereof kept in the
Commonwealth of Pennsylvania shall be prima facie
evidence as to who are the shareholders entitled to
examine the list or share register(s) or transfer
book(s) or to vote at any meeting of shareholders.
   Section 8.1
    
    In advance of any meeting of shareholders, the Board
of Directors may appoint judge(s) of election, who
need not be shareholders, to act at the meeting or
any adjournment thereof. If judge(s) of election
is/are not so appointed, the presiding officer of
the meeting may, and on the request of any
shareholders shall, appoint judge(s) of election at
the meeting. The number of judges shall be one or
three. A person who is a candidate for office to be
filled at the meeting shall not act as a judge.
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Section 8.2
    
    In case any person appointed as a judge fails to
appear or fails or refuses to act, the vacancy may
be filled by appointment made by the Board of
Directors in advance of the convening of the meeting
or at the meeting by the presiding officer thereof.Section 8.3
    
    The judge(s) of election shall determine the number
of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence
of a quorum, the authenticity, validity and effect
of proxies, receive votes or ballots, hear and
determine all challenges and questions in any manner
arising in connection with the right to vote, count
and tabulate all votes, determine the result and do
such acts as may be proper to conduct the election
or vote with fairness to all shareholders. The
judge(s) of election shall perform his, her or their
duties impartially, in good faith, to the best of
his, her or their ability and as expeditiously as is
practical. If there are three judges of election,
the decision, act or certificate of a majority shall
be effective in all respects as the decision, act or
certificate of all.Section 8.4
    
    On request of the presiding officer of the meeting,
or of any shareholder, the judge(s) of election
shall make a report in writing of any challenge or
question or matter determined by him, her or them,
and execute a certificate of any fact found by him,
her or them. Any report or certificate made by him,
her or them shall be prima facie evidence of the
facts stated therein.
   Section 9.1
    
    Any action required or permitted to be taken at a
meeting of the shareholders, or of a class of
shareholders, may be taken without a meeting, prior
or subsequent to the action, if a consent or
consents in writing setting forth the action so
taken shall be signed by all of the shareholders who
would be entitled to vote at a meeting for such
purpose and shall be filed with the Secretary of the
Corporation.Section 9.2
    
    The consent or consents in writing required by this
Article 9 may be given by proxy in accordance with
Section 5.1 hereof.
   Section 10.1
    
    Any shareholder who intends to nominate or to cause
to have nominated any candidate for election to the
Board of Directors (other than any candidate
proposed by the Corporations then existing Board of
Directors) shall so notify the Secretary of the
Corporation in writing, not later than:
 (a)
    
    90 days prior to the regular date fixed for the
annual meeting of Shareholders pursuant to Section 2.2; or
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(b)
    
    If the annual meeting of Shareholders is to be held
on a date other than the third Wednesday in May, the close of business on
the tenth day following the first public disclosure of the date of such
meeting. The first public disclosure of the date of any annual meeting of
Shareholders shall be when public disclosure of such meeting date is first
made in a filing by the Corporation with the Securities and Exchange
Commission, in any notice given to The Nasdaq Stock Market or in a news
release reported by any national news service; or(c)
    
    not later than seven (7) days after the date on which
notice was given for any other meeting of shareholders called for the
election of one or more directors.Such notification shall contain the following information:(a)
    
    the name and address of each proposed nominee;(b)
    
    the age of each proposed nominee;(c)
    
    the principal occupation of each proposed nominee;(d)
    
    the number and class of shares of the Corporation
owned by each proposed nominee;(e)
    
    the total number of votes that to the knowledge of
the notifying shareholder will be cast for each proposed nominee;(f)
    
    the name and residence address of the notifying
shareholder;(g)
    
    the number and class of shares of the Corporation
owned by the notifying shareholder;(h)
    
    a representation that the shareholder is a beneficial
owner of stock of the Corporation entitled to vote at such meeting and
intends to be present at the meeting in person or by proxy to make such
nomination;(i)
    
    a description of all arrangements or understandings
between the shareholder and the nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination is to be
made by the shareholder;(j)
    
    such other information regarding the nominee as would
be required to be included in proxy materials filed under applicable rules
of the Securities and Exchange Commission had the nominee been nominated
by the Board of Directors; and(k)
    
    The written consent of the nominee to serve as a
Director if so elected.
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Any nomination for director not made in accordance with this Section shall
be disregarded by the presiding officer of the meeting, and votes cast for
each such nominee shall be disregarded by the judges of election. In the
event that the same person is nominated by more than one shareholder, if at
least one nomination for such person complies with this Section, the
nomination shall be honored and all votes cast for such nominee shall be
counted.
 Section 10.2
    
    Each director of the corporation shall be a natural
person of full age who need not be a resident of
Pennsylvania. The number of directors that shall
constitute the whole Board of Directors shall be not less
than five (5) nor more than twenty-five (25). The Board
of Directors shall be classified into three classes, as
nearly equal in number of directors as practicable, each
class to be elected for a term of three (3) years. The
terms of the respective classes shall expire in
successive years as provided in Section 10.3 hereof.
Within the foregoing limits, the Board of Directors may
from time to time fix the number of directors and their
respective classifications.Section 10.3
    
    There shall be six Class I directors who shall serve from
the date of adoption of these amended Bylaws until the
annual meeting of the shareholders of the Corporation in
2009, six Class II directors to serve from the date of
adoption of these amended Bylaws until the 2007 annual
meeting, and five Class III directors to serve from the
date of adoption of these amended Bylaws until the 2008
annual meeting. At each annual meeting of shareholders,
successors to the class of directors whose term shall
then expire shall be elected to hold office for a term of
three (3) years, so that the term of office of one class
of directors shall expire in each year.Section 10.4
    
    The Board of Directors may declare vacant the office of a
director who has been judicially declared of unsound mind
or who has been convicted of an offense punishable by
imprisonment or for any other proper cause which these
Bylaws may specify or if, within sixty (60) days after
notice of his or her selection, the director does not
accept the office either in writing or by attending a
meeting of the Board of Directors and fulfill such other
requirements of qualification as these Bylaws may
specify.Section 10.5
    
    Upon application of any shareholder or director, the
court may remove from office any director in case of
fraudulent or dishonest acts, or gross abuse of authority
or discretion with reference to the Corporation, or for
any other proper cause, and may bar from office any
director so removed for a period prescribed by the court.
The Corporation shall be made a party to the action and,
as a prerequisite to the maintenance of an action under
this Section 10.5, a shareholder shall comply with
Section 1782 of the Business Corporation Law of 1988 and
any amendments or supplements thereto.Section 10.6
    
    An act of the Board of Directors done during the period
when a director has been suspended or removed for cause
shall not be impugned or invalidated if the
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suspension or removal is thereafter rescinded by the shareholders or by
the Board of Directors or by the final judgment of a
court.Section 10.7
    
    The Board of Directors may appoint a person who
previously held the position of director to be a director
emeritus. A director emeritus may attend meetings of the
Board of Directors upon invitation by the Chairperson of
the Board or the President. A director emeritus may
advise the Board of Directors on any proposed corporate
action but shall not have voting rights. The
compensation of a director emeritus shall be determined
from time to time by resolution of the Board of
Directors.Section 10.8
    
    A director of the Corporation shall no longer be eligible
to serve as a director of the Corporation and shall
therefore resign effective as of the last day of the
calendar year in which the director attains age
seventy-five (75); provided, however, that any director
of the Corporation on December 17, 2008 who will attain
age seventy-five (75) as of December 31, 2008 shall be
eligible to continue to serve in such capacity and shall
not be required to resign until December 31, 2009.
   Section 11.1
    
    Vacancies on the Board of Directors, including vacancies
resulting from an increase in the number of directors,
shall be filled by the decision of a majority of the
remaining members of the Board of Directors, though less
than a quorum, and each person so appointed shall be a
director until the expiration of the term of office of
the class of directors to which he or she was appointed.
   Section 12.1
    
    The business and affairs of the Corporation shall be
managed by its Board of Directors, which 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 and done by the shareholders.Section 12.2
    
    A director shall stand in a fiduciary relation to the
Corporation and shall perform his or her duties as a
director, including his or her duties as a member of any
committee of the Board of Directors upon which he or she
may serve, in good faith, in a manner he or she
reasonably believes to be in the best interests of the
Corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In
performing his or her duties, a director shall be
entitled to rely in good faith on
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information, opinions,
reports or statements, including financial statements and
other financial data, in each case prepared or presented
by any of the following:
 (a)
    
    one or more officers or employees of the Corporation
whom the director reasonably believes to be reliable and competent in the
matters presented;(b)
    
    counsel, public accountants or other persons as to
matters which the director reasonably believes to be within the
professional or expert competence of such persons; and(c)
    
    a committee of the Board of Directors upon which he
or she does not serve, duly designated in accordance with law, as to
matters within its designated authority, which committee the director
reasonably believes to merit confidence.A director shall not be considered to be acting in good faith if he or she
has knowledge concerning the matter in question that would cause his or her
reliance to be unwarranted.
 Section 12.3
    
    In discharging the duties of their respective positions, the
Board of Directors, committees of the Board of Directors and
individual directors may, in considering the best interests
of the Corporation, consider the effects of any action upon
employees, suppliers and customers of the Corporation and
upon communities in which offices or other establishments of
the Corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a
violation of Section 12.2.Section 12.4
    
    Absent a breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to
take any action shall be presumed to be in the best interests
of the Corporation.Section 12.5
    
    To the fullest extent permitted by the Directors Liability
Act (42 Pa. C.S. ss.8361, et seq.), and the Pennsylvania
Business Corporation Law of 1988, as amended, a director
(including a member of any advisory board) shall not be
personally liable, as such, for monetary damages for any
action taken, or any failure to take any action, unless:
 (a)
    
    the director has breached or failed to perform the
duties of his or her office under this Article 12, as set forth in the
Directors Liability Act; and
 (b)
    
    the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
 Section 12.6
    
    The provisions of Section 12.5 shall not apply to:
 (a)
    
    the responsibility or liability of a director
(including a member of any advisory board) pursuant to any criminal
statute; or
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(b)
    
    the liability of a director (including a member of
any advisory board) for the payment of any corporate taxes pursuant to
local, state or federal law to the extent that local, state or federal law
places specific personal liability on a director (including a member of
any advisory board).
 Section 12.7
    
    A director of the Corporation who is present at a
meeting of the Board of Directors, or of a committee of
the Board of Directors, at which action on any
corporate matter is taken shall be presumed to have
assented to the action taken unless his or her dissent
is entered in the minutes of the meeting or unless he
or she files his or her written dissent to the action
with the Secretary of the Corporation before the
adjournment thereof or transmits the dissent in writing
to the Secretary of the Corporation immediately after
the adjournment of the meeting. The right to dissent
shall not apply to a director who voted in favor of the
action. Nothing in this Section 12.7 shall bar a
director from asserting that minutes of any meeting
incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, he or she
notifies the Secretary of the Corporation, in writing,
of the asserted omission or inaccuracy.
   Section 13.1
    
    The Board of Directors may, by resolution adopted by a
majority of the directors in office, establish one or
more committees to consist of one or more directors of
the Corporation. Any committee, to the extent provided
in the resolution of the Board of Directors or in these
Bylaws, shall have and may exercise all of the powers
and authority of the Board of Directors, except that a
committee shall not have any power or authority as to
the following:
 (a)
    
    the submission to shareholders of any action
requiring approval of shareholders under applicable law, the Articles of
Incorporation or these Bylaws;(b)
    
    the creation or filling of vacancies in the Board of
Directors;(c)
    
    the adoption, amendment or repeal of these Bylaws;(d)
    
    the amendment or repeal of any resolution of the
Board of Directors that by its terms is amendable or repealable only by
the Board of Directors and(e)
    
    action on matters committed by these Bylaws or
resolution of the Board of Directors to another committee of the Board of
Directors.
 Section 13.2
    
    The Board of Directors may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of the committee or
for the purposes of any written action by the committee. In the absence or disqualification
of a member of a committee, the member or members and alternate member or members thereof
present at any
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meeting and not disqualified from voting, whether or not he, she or they constitute a
quorum, may unanimously appoint another director to act at the meeting in the
place of the absent or disqualified member.Section 13.3
    
    Each committee of the Board of Directors shall serve at the
pleasure of the Board of Directors. The term Board of
Directors, when used in any provision of this Article 13
relating to the organization or procedures of, or the manner
of taking action by, the Board of Directors, shall be
construed to include and refer to any executive or other
committee of the Board of Directors. Any provision of this
Article 13 relating to or referring to action to be taken by
the Board of Directors or the procedure required therefor
shall be satisfied by the taking of corresponding action by a
committee of the Board of Directors to the extent authority
to take the action has been delegated to the committee
pursuant to this Article 13.Section 13.4
    
    There shall be an Audit Committee consisting entirely of such
outside independent Directors as shall from time to time be
appointed by the Board of Directors. The Audit Committee
shall be responsible for, among other things, assisting the
Board in monitoring (1) the integrity of the financial
statements of the Corporation, (2) the independent auditors
qualification and independence, (3) the performance of the
Corporations internal audit function and independent
auditors, and (4) the compliance by the Corporation with
legal and regulatory.Section 13.5
    
    There shall be a Compensation Committee consisting entirely
of such outside independent Directors as shall from time to
time be appointed by the Board of Directors. The
Compensation Committee shall be responsible for, among other
things, reviewing and determining compensation for all
officers and employees of the Corporation and for
administering the Corporations stock-based compensation
plans.Section 13.6
    
    There shall be a Nominating Committee consisting entirely of
such outside independent Directors as shall from time to time
be appointed by the Board of Directors. The Nominating
Committee shall be responsible for, among other things,
developing and recommending to the Board criteria for
selecting qualified director candidates, identifying
individuals qualified to become Board members, evaluating and
selecting, or recommending to the Board, director nominees
for each election of directors, considering committee member
qualifications, appointment and removal, recommending codes
of conduct and codes of ethics applicable to the Corporation
and providing oversight in the evaluation of the Board of
each committee.
   Section 14.1
    
    An organization meeting may be held immediately following the annual shareholders
meeting without the necessity of notice to the directors to constitute a legally convened
meeting, or the directors may meet at such time and place as
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may be fixed by either a notice or waiver of notice or consent signed by all of such directors.Section 14.2
    
    Regular meetings of the Board of Directors shall be held monthly at a time and
place determined by the Board of Directors at the preceding meeting.Section 14.3
    
    Special meetings of the Board of Directors may be called by the President on
one days notice to each director, either personally or in the manner set
forth under Article 31 hereof; special meetings shall be called by the
Chairperson of the Board or the President in like manner and on like notice
upon the written request of three directors.Section 14.4
    
    At all meetings of the Board of Directors, a majority of the directors shall
constitute a quorum for the transaction of business, and the acts of a
majority of the directors present at a meeting in person at which a quorum is
present in person shall be the acts of the Board of Directors, except as may
be otherwise specifically provided by statute or by the Articles of
Incorporation or by these Bylaws. If a quorum shall not be present in person
at any meeting of the directors, the directors present may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present or as permitted herein.
   Section 15.1
    
    Any action required or permitted to be taken at a meeting of the directors may be
taken without a meeting if, prior or subsequent to the action, a written consent or consents
thereto signed by all of the directors in office are filed with the Secretary of the
Corporation.
   Section 16.1
    
    Directors, as such, may receive a stated salary for their services or a fixed sum and
expenses for attendance at regular and special meetings, or any combination of the foregoing
as may be determined from time to time by resolution of the Board of Directors, and nothing
contained herein shall be construed to preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.
   Section 17.1
    
    The officers of the Corporation shall be elected by the Board of Directors at its
organization meeting and shall be a President, a Secretary and a Treasurer. At its
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option, the Board of Directors may elect a Chairperson of the Board. The Board
of Directors may also elect a Chief Operating Officer, one or more Vice
Presidents and such other officers and appoint such agents as it shall deem
necessary, who shall hold their offices for such terms, have such authority and
perform such duties as may from time to time be prescribed by the Board of
Directors. Any number of offices may be held by the same person.Section 17.2
    
    The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.Section 17.3
    
    Each officer shall hold office for a term of one year
and until his or her successor has been selected and
qualified or until his or her earlier death,
resignation or removal. Any officer may resign at
any time upon written notice to the Corporation. The
resignation shall be effective upon receipt thereof
by the Corporation or at such subsequent time as may
be specified in the notice of resignation. The
Corporation may secure the fidelity of any or all of
the officers by bond or otherwise.Section 17.4
    
    Any officer or agent of the Corporation may be
removed by the Board of Directors with or without
cause. The removal shall be without prejudice to the
contract rights, if any, of any person so removed.
Election or appointment of an officer or agent shall
not of itself create contract rights.Section 17.5
    
    An officer shall perform his or her duties as an
officer in good faith, in a manner he or she
reasonably believes to be in the best interests of
the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person
of ordinary prudence would use under similar
circumstances. A person who so performs his or her
duties shall not be liable by reason of having been
an officer of the Corporation.
   Section 18.1
    
    The Chairperson of the Board shall preside at all meetings of the shareholders and
directors. The Chairperson shall supervise the carrying out of the policies adopted or
approved by the Board of Directors. The Chairperson shall also have and may exercise such
further powers and duties as from time to time may be conferred upon or assigned to the
Chairperson by the Board of Directors.
   Section 19.1
    
    The President shall be the chief executive officer of the Corporation; shall have
general and active management of the business of the Corporation; shall see that all orders
and resolutions of the Board of Directors are put into effect, subject,
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however, to the right of the Board of Directors to delegate any specific powers,
except such as may be by statute exclusively conferred on the President or to any
other officer or officers of the Corporation. The President shall execute bonds,
mortgages and other contracts requiring a seal under the seal of the Corporation,
except where required or permitted by law to be otherwise signed and executed and
except where the signing or execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the Corporation. In the
absence or incapacity of the Chairperson of the Board, the President shall have and
exercise all powers conferred by these Bylaws or otherwise on the Chairperson of the
Board.
   Section 20.1
    
    The Chief Operating Officer shall, in the absence or incapacity of the President,
exercise all powers and perform all duties of the President. The Chief Operating Officer
shall also have such other authority and perform such other duties as may be provided in these
Bylaws or as shall be determined by the Board of Directors or the President.
   Section 21.1
    
    The Vice President or, if more than one, the Vice Presidents in the order established
by the Board of Directors shall, in the absence or incapacity of the President and/or the
Chief Operating Officer, exercise all powers and perform the duties of the President and/or
the Chief Operating Officer. The Vice Presidents, respectively, shall also have such other
authority and perform such other duties as may be provided in these Bylaws or as shall be
determined by the Board of Directors, the President or the Chief Operating Officer. Any Vice
President may, in the discretion of the Board of Directors, be designated as executive,
senior, or by departmental or functional classification.
   Section 22.1
    
    The Secretary shall attend all meetings of the Board of Directors and of the
shareholders and keep accurate records thereof in one or more minute books kept for that
purpose and shall perform the duties customarily performed by the secretary of a corporation
and such other duties as may be assigned to the Secretary by the Board of Directors or the
President.
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Section 23.1
    
    The Treasurer shall have the custody of the corporate funds and securities; shall keep
full and accurate accounts of receipts and disbursements in books belonging to the Corporation
and shall perform such other duties as may be assigned to the Treasurer by the Board of
Directors or the President. The Treasurer shall give bond in such sum and with such surety as
the Board of Directors may from time to time direct.
   Section 24.1
    
    Each assistant officer shall assist in the performance of the duties of the officer to
whom he or she is assistant and shall perform such duties in the absence of the officer. The
assistant officer shall perform such additional duties as the Board of Directors, the
President or the officer to whom he or she is assistant may from time to time assign the
assistant. Such assistant officers may be given such functional titles as the Board of
Directors shall from time to time determine.
   Section 25.1
    
    The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of
the fact that he is or was a director (including a member of
any advisory board), officer, employee or agent of the
Corporation, Royal Bank America, or any other direct or
indirect subsidiary of the Corporation or Royal Bank America
designated by the Board of Directors or is or was serving at
the request of the Corporation as a director (including a
member of any advisory board), officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection
with such action, suit or proceeding, to the fullest extent
authorized or permitted by the laws of the Commonwealth of
Pennsylvania.Section 25.2
    
    Expenses (including attorneys fees) incurred in defending a
civil or criminal action, suit, or proceeding shall be paid
by the Corporation in advance of the final disposition of
such action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director (including a
member of any advisory board), officer, employee, or agent to
repay such amount if it is ultimately determined that he or
she is not entitled to be indemnified by the Corporation as
authorized in this Article 25 or otherwise.
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Section 25.3
    
    The indemnification and advancement of expenses provided by
this Article 25 shall not be deemed exclusive of any other
right to which persons seeking indemnification or advancement
of expenses may be entitled under any Bylaw, agreement, vote
of shareholders or disinterested directors or otherwise, both
as to actions in his or her official capacity and as to their
actions in another capacity while holding office, and shall
continue as to a person who has ceased to be a director
(including a member of any advisory board), officer,
employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such person.Section 25.4
    
    The Corporation may purchase and maintain insurance on behalf
of any person, may enter into contracts of indemnification
with any person, and may create a fund of any nature (which
may, but need not, be under the control of a trustee) for the
benefit of any person and may otherwise secure in any manner
its obligations with respect to indemnification and
advancement of expenses, whether arising under this Article
Eight or otherwise, whether or not the Corporation would have
the power to indemnify such person against that liability
under the provisions of this Article 25.Section 25.5
    
    The duties of the Corporation under this Article 25 shall be
deemed a contract between the Corporation and the indemnified
party pursuant to which the Corporation and each indemnified
party intend to be legally bound. Notwithstanding anything
herein contained to the contrary, this Article 25 may not be
amended or repealed, and a provision inconsistent herewith
may not be adopted, except by the affirmative vote of 66-2/3%
of the members of the entire Board of Directors or by the
affirmative vote of shareholders of the Corporation entitled
to cast at least 80% of the votes which all shareholders of
the Corporation are then entitled to cast, except that, if
the Pennsylvania Business Corporation Law or Directors
Liability Act is amended or any other statute is enacted so
as to decrease the exposure of directors (including a member
of any advisory board) to liability or increase the
indemnification rights available to directors (including a
member of any advisory board), officers or by others, then
this Article 25 and any other provisions of these Bylaws
inconsistent with such decreased exposure or increased
indemnification rights shall be amended, automatically and
without any further action on the part of the shareholders or
directors, to reflect such reduced exposure or increased
indemnification rights, unless such legislation expressly
requires otherwise. Any repeal or modification of this
Article 25 by the shareholders of the Corporation shall be
prospective only, and shall not adversely affect any
limitation on the personal liability of a director (including
a member of any advisory board) of the Corporation or any
right to indemnification from the Corporation with respect to
any action or failure to take any action occurring prior to
the time of such repeal or modification.Section 25.6
    
    If, for any reason, any provision of this Article 25 shall be
held invalid, such invalidity shall not affect any other
provision not held so invalid, and each such other provision
shall, to the full extent consistent with law, continue in
full force and effect. If any provision of this Article 25
shall be held invalid in part, such
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invalidity shall in no way affect the remainder of such provision, and the remainder
of such provision, together with all other provisions of this Article 25 shall, to
the full extent consistent with law, continue in full force and effect.
   Section 26.1
    
    Certificates for shares of capital stock of the Corporation shall be numbered and
registered in a share register as they are issued; shall bear the name of the registered
holder, the number and class of shares represented thereby, the par value of each share or a
statement that such shares are without par value, as the case may be; shall be signed by the
President, the Chief Operating Officer or a Vice President and the Secretary or the Treasurer
or any other person properly authorized by the Board of Directors, and shall bear the
corporate seal, which seal may be a facsimile engraved or printed. Where the certificate is
signed by a transfer agent or a registrar, the signature of any corporate officer on such
certificate may be a facsimile engraved or printed. In case any officer who has signed, or
whose facsimile signature has been placed upon, any share certificate shall have ceased to be
such officer because of death, resignation or otherwise before the certificate is issued, it
may be issued by the Corporation with the same effect as if the officer had not ceased to be
such at the date of its issue.
   Section 27.1
    
    Upon surrender to the Corporation of a share certificate duly endorsed by the person
named in the certificate or by attorney duly appointed in writing and accompanied where
necessary by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto and the old certificate canceled
and the transfer recorded upon the transfer books for shares of the Corporation. No transfer
shall be made if it would be inconsistent with the provisions of Article 8 of the Pennsylvania
Uniform Commercial Code and any amendment or supplements thereto.
   Section 28.1
    
    Where a shareholder of the Corporation alleges the loss, theft or destruction of one
or more certificates for shares of capital stock of the Corporation and requests the issuance
of a substitute certificate therefor, the Board of Directors may direct a new certificate of
the same tenor and for the same number and class of shares to be issued to such person upon
such persons making of an affidavit in form satisfactory to the Board of Directors setting
forth the facts in connection therewith, provided that prior to the receipt of such request
the Corporation shall
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not have either registered a transfer of such certificate or received notice
that such certificate has been acquired by a bona fide purchaser. When
authorizing such issue of a new certificate the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his or her heirs or
legal representatives, as the case may be, to advertise the same in such manner
as it shall require or give the Corporation a bond in such form and with such
surety or sureties, and with fixed or open penalty, as shall be satisfactory to
the Board of Directors, as indemnity for any liability or expense which the
Corporation or the Board of Directors may incur by reason of the original
certificate remaining outstanding.Section 28.2
    
    The Corporation may, if and whenever the Board of
Directors so determines, designate one or more
transfer agents by which the shares of the
Corporation shall be transferable, and also designate
one or more registrars by which the shares shall be
registered; and no certificates for shares of the
Corporation in respect of which a registrar shall
have been designated shall be valid unless
countersigned and registered by such registrar. The
Board of Directors may also make such additional
rules and regulations as it may deem expedient
concerning the issue, transfer and registration of
share certificates.
   Section 29.1
    
    The fiscal year of the Corporation shall be the calendar year.
   Section 30.1
    
    The corporate seal shall have inscribed thereon the name of the Corporation, the year
of its organization and the words Corporate Seal, Pennsylvania. Such seal may be used by
causing it or a facsimile thereof to be impressed or affixed in any manner reproduced.
   Section 31.1
    
    Whenever written notice is required to be given to any person under the provisions of
the Pennsylvania Business Corporation Law of 1988, as amended, or by the Articles of
Incorporation or these Bylaws, it may be given to the person either personally or by sending a
copy thereof (1) by first class or express mail, postage prepaid, or (2) by courier service,
charges prepaid, to the persons postal address appearing on the books of the Corporation or,
in the case of directors, supplied by the directors to the Corporation for the purpose of
notice. Any such notice shall be deemed to have been given to the person entitled thereto
when
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deposited in the United States mail or with a courier service for delivery to
that person. In addition to the foregoing, notice may also be given by
facsimile transmission, e-mail or other electronic communication to such
persons facsimile number or address for e-mail or other electronic
communications supplied by such person to the corporation for the purpose of
notice. Any such notice shall be deemed to have been given to the person
entitled thereto when sent. A notice of meeting shall specify the place, day
and hour of the meeting and any other information required by any other
provision of the Pennsylvania Business Corporation Law of 1988, as amended, the
Articles of Incorporation or these Bylaws.Section 31.2
    
    Whenever any written notice is required to be given
under the provisions of applicable law, the Articles
of Incorporation or these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to
the notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of
the notice. Except as otherwise required by these
Bylaws, neither the business to be transacted at, nor
the purpose of, a meeting need be specified in the
waiver of notice of the meeting. In the case of a
special meeting of shareholders, the waiver of notice
shall specify the general nature of the business to
be transacted.Section 31.3
    
    Attendance of a person at any meeting shall
constitute a waiver of notice of the meeting except
where a person attends a meeting for the express
purpose of objecting, at the beginning of the
meeting, to the transaction of any business because
the meeting was not lawfully called or convened.Section 31.4
    
    Whenever any notice or communication is required to
be given to any person under the provisions of
applicable law, the Articles of Incorporation, these
Bylaws, the terms of any agreement or any other
instrument or as a condition precedent to taking any
corporate action, and communication with that person
is then unlawful, the giving of the notice or
communication to that person shall not be required
and there shall be no duty to apply for a license or
other permission to do so. Any action or meeting
that is taken or held without notice or communication
to that person shall have the same validity as if the
notice or communication had been duly given. If the
action taken is such as to require the filing of any
document with respect thereto under any provision of
law or any agreement or other instrument, it shall be
sufficient, if such is the fact and if notice or
communication is required, to state therein that
notice or communication was given to all persons
entitled to receive notice or communication except
persons with whom communication was unlawful.Section 31.5
    
    Section 31.4 shall also be applicable to any
shareholder with whom the Corporation has been unable
to communicate for more than twenty-four (24)
consecutive months because communications to the
shareholder are returned unclaimed or the shareholder
has otherwise failed to provide the Corporation with
a current address. Whenever the shareholder provides
the Corporation with a current address, Section 31.4
shall cease to be applicable to the shareholder under
this Section 31.5.
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Section 31.6
    
    Any material delivered to a shareholder in a manner
consistent with the delivery requirements contained
in Regulation 14A or 14C under the Securities
Exchange Act of 1934 shall be deemed to be delivered
to the shareholder entitled to such delivery.
   Section 32.1
    
    The Board of Directors may adopt emergency Bylaws, subject to
repeal or change by action of the shareholders, which shall,
notwithstanding any different provisions of law, of the
Articles of Incorporation or of these Bylaws, be effective
during any emergency resulting from an attack on the United
States, a nuclear disaster or another catastrophe as a result
of which a quorum of the Board of Directors cannot readily be
assembled. The emergency Bylaws may make any provision that
may be appropriate for the circumstances of the emergency
including procedures for calling meetings of the Board of
Directors, quorum requirements for meetings and procedures
for designating additional or substitute directors.Section 32.2
    
    The Board of Directors, either before or during any
emergency, may provide, and from time to time modify, lines
of succession in the event that during the emergency any or
all officers or agents of the Corporation shall for any
reason be rendered incapable of discharging their duties and
may, effective in the emergency, change the head offices or
designate several alternative head offices or regional
offices of the Corporation or authorize the officers to do
so.Section 32.3
    
    A representative of the Corporation acting in accordance with
any emergency Bylaws shall not be liable except for willful
misconduct and shall not be liable for any action taken by
him or her in good faith in an emergency in furtherance of
the ordinary business affairs of the Corporation even though
not authorized by the emergency or other Bylaws then in
effect.Section 32.4
    
    To the extent not inconsistent with any emergency Bylaws so
adopted, the Bylaws of the Corporation shall remain in effect
during any emergency and, upon its termination, the emergency
Bylaws shall cease to be effective.Section 32.5
    
    Unless otherwise provided in emergency Bylaws, notice of any
meeting of the Board of Directors during any emergency shall
be given only to those directors whom it is feasible to reach
at the time and by such means as are feasible at the time,
including publication, radio or television. To the extent
required to constitute a quorum at any meeting of the Board
of Directors during any emergency, the officers of the
Corporation who are present shall, unless otherwise provided
in emergency Bylaws, be deemed, in order of rank and within
the same rank in order of seniority, directors for the
meeting.
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Section 33.1
    
    These Bylaws may be altered, amended or repealed by the affirmative vote of a majority
of the total votes entitled to be cast by the holders of all the outstanding shares of Common
Stock of the Corporation at any regular or special meeting duly convened after notice to the
shareholders of that purpose, or by a majority vote of the members of the Board of Directors
at any regular or special meeting thereof duly convened after notice to the directors of that
purpose, subject always to the power of the shareholders to change such action of the Board of
Directors by the affirmative vote of a majority of the total votes entitled to be cast by the
holders of all the outstanding shares of Common Stock of the Corporation.
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