AMENDED BYLAWS

                                       OF

                              SFSB HOLDING COMPANY



                               ARTICLE I. OFFICES

         1.1 Registered  Office and Registered  Agent. The registered  office of
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SFSB Holding  Company (the  "Company")  shall be located in the  Commonwealth of
Pennsylvania  at such  place as may be fixed  from  time to time by the board of
directors of the Company (the  "Board" or "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 Company may have other offices within or outside
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the  Commonwealth  of  Pennsylvania  at such  place or  places  as the  Board of
Directors may from time to time determine.

                        ARTICLE II. STOCKHOLDERS' MEETING

         2.1 Meeting Place.  All meetings of the  stockholders  shall be held at
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the principal place of business of the Company, or at such other place within or
without the  Commonwealth of Pennsylvania as shall be determined by the Board of
Directors and stated in the notice of such meeting.

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

         2.3 Organization and Conduct. Each meeting of the stockholders shall be
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presided over by the Chairman of the Board, or in the Chairman's  absence by the
President,  or if neither the Chairman nor the President is present, by any Vice
President.  The Secretary,  or in the Secretary's 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 such chairman in the chairman's sole discretion.

         2.4  Notice.  Notice of the date,  time,  and place of, and the general
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business to be conducted at, an annual or special meeting of stockholders  shall
be given by delivering personally,  by facsimile  transmission,  or by mailing a
written  or  printed  notice  of the same,  at least ten (10) days  prior to the
meeting,  to each  stockholder of record entitled to vote at such meeting.  When
any  stockholders'  meeting,  either  annual or special,  is adjourned and 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 unless new business

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is to be transacted  thereat or a new record date is fixed therefor,  other than
an announcement at the meeting at which such adjournment is taken.

         2.5 Voting  Lists.  The officer or agent having  charge of the transfer
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books for shares of the Company 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  inspection of any  shareholder  during the whole time of the meeting for the
purposes thereof.

         2.6  Quorum.  Except as otherwise required by law:
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                  (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 Company  entitled to vote at
such  meeting  without  regard to any shares for which a broker  indicates  on a
proxy that it does not have discretionary authority as to such shares to vote on
such matter ("Broker Non- votes").

                  (b) The votes of a majority of those  present,  without regard
to Broker  Non-votes or votes of abstention,  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,  unless such greater vote is
required by these  Bylaws,  the  Articles of  Incorporation,  or the laws of the
Commonwealth of Pennsylvania.

         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 such  person's  name on the books of the
Company.

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

         2.8 Fixing Record Date.  The Board of Directors may fix a time prior to
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the date of any meeting of shareholders  as a record date for the  determination
of the  shareholders  entitled to notice of, or to vote at, the  meeting,  which
time, except in the case of an adjourned meeting, shall be not more than 90 days
prior to the date of the meeting of shareholders. Only shareholders of record on
the date fixed shall be so entitled  notwithstanding  any  transfer of shares on
the books of the  Company  after  any  record  date  fixed as  provided  in this
subsection.  The Board of  Directors  may  similarly  fix a record  date for the
determination  of  shareholders  of  record  for  any  other  purpose.   When  a
determination  of  shareholders  of  record  has been made as  provided  in this
section  for  purposes  of a  meeting,  the  determination  shall  apply  to any
adjournment  thereof  unless the Board fixes a new record date for the adjourned
meeting.

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         2.9  Proxies.  A  stockholder  may vote  either  in  person or by proxy
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executed  in  writing  by the  stockholder,  or such  person's  duly  authorized
attorney-in-fact.   A  telegram,   telex,   cablegram,   datagram,   or  similar
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  may be treated  as  properly  executed  for  purposes  of this
section  and shall be so  treated  if it sets  forth a  confidential  and unique
identification  number or other mark furnished by the Company to the shareholder
for the purposes of a particular meeting or transaction. No proxy shall be valid
after three years from the date of its execution,  unless otherwise  provided in
the proxy.

         2.10 Voting of Shares in the Name of Two or More Persons.  Where shares
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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 Company shall
accept  as the  vote of all such  shares  the  votes  cast by such  person  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 Company 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
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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 such person,
either in  person or by proxy,  without  a  transfer  of such  shares  into such
person's  name.  Shares  standing  in the name of a trustee  may be voted by the
trustee, either in person or by proxy. Shares standing in the name of a receiver
may be voted by such receiver  without the transfer  thereof into the receiver's
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 Judges of Election. For each meeting of stockholders, the Board of
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Directors  may  appoint  the  judges  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.  The  number  of
inspectors shall be one or three. Except for such duties as may be designated in
the Articles of Incorporation to another person,  such inspectors  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 way 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.  If
there are three inspectors, the decision, act, or

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certificate  of a majority  shall be effective in all respects as the  decision,
act, or certificate of all. Inspectors need not be stockholders.

         2.13 Action By  Shareholders  Without a Meeting.  Action required to be
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taken or which may be taken at any annual or special  meeting of stockholders of
the  Company  may be taken  without a meeting  as set forth in the  Articles  of
Incorporation,  which provisions are incorporated herein with the same effect as
if they were set forth herein.

         2.14.  Notice for Nominations and Proposals.  Nominations for directors
                ------------------------------------
to be elected at an annual  meeting of  shareholders,  except  those made by the
board  of  directors  of the  Company,  must  be  made in  accordance  with  the
provisions  set  forth  in the  Articles  of  Incorporation  and  must  also  be
accompanied  by a  certification,  under oath  before a notary  public,  by each
nominee that he or she meets the  eligibility  requirements  to be a director as
set forth in Article IV, Section 4.17 of these Bylaws.

                           ARTICLE III. CAPITAL STOCK

         3.1  Certificates.  Certificates  of stock shall be issued in numerical
              ------------
order,  and each  stockholder  shall be entitled to a certificate  signed by the
President or a Vice  President,  and the Secretary or the Treasurer,  and may be
sealed with the seal of the Company 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 Company itself
or an employee of the Company.  If an officer who has signed or whose  facsimile
signature has been placed upon such  certificate  ceases to be an officer of the
Company before the  certificate is issued,  it may be issued by the Company 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  Company  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;

                  (d)  the  par  value  of   each   share  represented  by  such
certificate, or a statement that such shares are without par value; and

                  (e) that the  Company  will  furnish to any  shareholder  upon
request and without charge, a full statement of the  designations,  preferences,
limitations, and relative rights of each class authorized to be issued.

         3.2  Transfers.
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                  (a)  Transfers  of stock  shall be made  only  upon the  stock
transfer books of the Company,  kept at the registered  office of the Company 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

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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 Company until the outstanding certificates therefor have been surrendered
to the Company.

         3.3 Registered Owner.  Registered  stockholders shall be treated by the
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Company as the holders in fact of the stock standing in their  respective  names
and the Company  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 Company may certify
in writing to the Company 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 stockholders 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 Company; and

                  (e)  Such  other  provisions  with respect to the procedure as
are deemed necessary or desirable.

         Upon  receipt  by  the  Company  of a  certification  complying  with a
resolution  meeting  the  above  requirements,  the  persons  specified  in  the
certification  shall be deemed,  for the  purpose or  purposes  set forth in the
certification,  to be the holders of record of the number of shares specified in
place of the stockholder making the certification.

         3.4  Mutilated,  Lost,  or  Destroyed  Certificates.  In  case  of  any
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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 Company in
such sum as the Board might  determine,  or the Board may  establish  such other
procedures as it deems necessary.

         3.5 Fractional  Shares or Scrip. The Company may (a) issue fractions of
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a share  which  shall  entitle  the holder a  proportional  interest to exercise
voting rights,  to receive dividends  thereon,  and to participate in any of the
assets  of the  Company  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

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form which  shall  entitle to holder to receive a  certificate  for a full share
upon the surrender of such scrip aggregating a full share.

         3.6 Shares of Another  Company.  Shares owned by the Company 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 Company.

                         ARTICLE IV. BOARD OF DIRECTORS

         4.1 Number and Powers. The management of all the affairs, property, and
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interest of the Company  shall be vested in a Board of  Directors.  The Board of
Directors  shall be  divided  into four  classes  as  nearly  equal in number as
possible.  The initial Board of Directors shall consist of five (5) persons. The
classification  and term of the directors  shall be as set forth in the Articles
of Incorporation,  which provisions are incorporated herein with the same effect
as if they were set forth herein.  In addition to the powers,  authorities,  and
duties  expressly  conferred  upon  it by  these  Bylaws  and  the  Articles  of
Incorporation,  the  Board of  Directors  may  exercise  all such  powers of the
Company  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.

         In discharging the powers and 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 Company, consider to the
extent they deem  appropriate  the effects of any action upon any and all groups
affected  by  such  action,   including  stockholders,   employees,   suppliers,
customers,  and  creditor  of the  Company,  and upon the  communities  in which
offices or other  establishments of the Company are located;  the short-term and
long-term  interests of the Company;  the resources,  intent, and conduct (past,
stated,  and potential) of any person seeking to acquire control of the Company;
and any and all  other  factors,  provided  however,  the  Board  of  Directors,
committees of the Board of Directors,  or any  individual  director shall not be
required, in considering the best interests of the Company or the effects of any
action,  to regard any interest or interests of any particular group affected by
the action as a dominant or controlling interest or factor.

         Each director of the Company  must,  at all times,  reside in a county,
city or town within the  Commonwealth of  Pennsylvania  which is no more than 25
miles in distance from the main branch or nearest branch office  location of the
Company's wholly-owned subsidiary, Stanton Federal Savings Bank.

         4.2  Change  of  Number.  The  number of  directors  may at any time be
              ------------------
increased  or  decreased  by a vote of  two-thirds  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 four nor more than 15.

         4.3.  Resignation.  Any  director  may  resign at any time by sending a
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written notice of such  resignation to the home office of the Company  addressed
to the Chairman or the  President.  Unless  otherwise  specified  therein,  such
resignation  shall take  effect  upon  receipt  thereof by the  Chairman  or the
President.  An involuntary resignation from the board will occur if any director
has more than three

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consecutive  absences from regular  meetings of the board of  directors,  unless
excused by  resolution  of the board of  directors.  Such  resignation  shall be
effective when 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 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 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
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committee  thereof may be held without notice at the principal place of business
of the  Company 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.
              ----------------

                  (a) Special  meetings of the Board of Directors  may be called
at any time by the  Chairman,  President,  or by a  majority  of the  authorized
number  of  directors,  to be held at the  principal  place of  business  of the
Company 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  five (5) days  prior  to such  meeting  by  telegram,  telex,  cablegram,
courier,  facsimile,  or other similar communication,  by letter, or personally.
Such  notice need  neither  specify the  business to be  transacted  at, nor the
purpose of, the meeting.

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

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

         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, during, or after the time stated for the
meeting, shall be equivalent to the giving of notice.

         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  such  director's  dissent is
entered in the minutes of the meeting,  or unless the  director  files a written
dissent to such action with the person  acting as the  secretary  of the meeting
before the  adjournment  thereof,  or unless the director  delivers a dissent in
writing to the Secretary of the Company immediately after the

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

         4.11  Executive,  Audit,  and Other  Committees.  Standing  or  special
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committees  may be appointed by the Board of Directors  from its own number from
time to time,  and the  Board of  Directors  may from time to time  invest  such
committees with such powers as it may see fit, subject to such conditions as may
be  prescribed  by  the  Board.  An  Executive  Committee  may be  appointed  by
resolution  passed by a majority of the full Board of  Directors.  It shall have
and exercise all of the authority of the Board of Directors, except in reference
to the  submission  of any action  requiring the approval of  stockholders,  the
creation  or filling  of  vacancies  on the Board of  Directors,  the  adoption,
amendment,  or repeal of these Bylaws, the amendment or repeal of any resolution
of the Board which,  by its terms, is only amendable or repealable by the entire
Board,  or any action on matters  committed by these Bylaws or resolution of the
Board to another  committee of the Board.  An Audit Committee shall be appointed
by resolution passed by a majority of the full Board of Directors,  and at least
a majority of the members of the Audit  Committee shall be directors who are not
also officers of the Company.  The Audit  Committee shall review the records and
affairs of the Company to determine  its financial  condition,  shall review the
Company's  systems  of  internal  control  with  management  and  the  Company's
independent  auditors,  and shall monitor the Company's  adherence in accounting
and financial reporting to generally accepted accounting principles,  as well as
such  other  duties  as may be  assigned  to it by the Board of  Directors.  All
committees appointed by the Board of Directors shall keep regular minutes of the
transactions of their meetings and shall cause them to be recorded in books kept
for that  purpose  in the office of the  Company.  The  designation  of any such
committee,  and the delegation of authority thereto, shall not relieve the Board
of Directors, or any member thereof, of any responsibility imposed by law.

         4.12 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
fee for all  directors for services to the Company 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 Company in any other capacity and receiving  compensation  therefor.
Members of standing or special  committees may be allowed like  compensation for
attending committee meetings.

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

         4.14 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  persons  participating  in the meeting can hear each other at the same
time.  Participation  in a meeting  pursuant to this  section  shall  constitute
presence in person at the meeting.

         4.15.  Minimum Share Requirement.  Each director of the Company must be
                -------------------------
a shareholder  of the Company and own at least five thousand  shares  (5,000) of
the Company's Common Stock. The minimum

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share  requirement  of this  Section  4.15  shall not apply to any member of the
Company's board of directors as of April 17, 2001.

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

         4.17.  Eligibility  Requirement.  A person is not  eligible to serve as
                ------------------------
director if he: (1) is under  indictment  for, or has ever been  convicted of, a
criminal  offense,  involving  dishonesty or breach of trust and the penalty for
such  offense  could be  imprisonment  for more than one  year;  (2) is a person
against whom a federal or state bank regulatory  agency has, within the past ten
years,  issued a cease and desist  order for  conduct  involving  dishonesty  or
breach of trust and that order is final and not  subject to appeal;  3) has been
found either by any federal or state  regulatory  agency whose decision is final
and not  subject  to  appeal,  or by a court  to have  (a)  committed  a  wilful
violation  of  any  law,  rule  or  regulation  governing  banking,  securities,
commodities  or  insurance,  or any final  cease and  desist  order  issued by a
banking, securities, commodities or insurance regulatory agency; or (b) breached
a fiduciary  duty  involving  personal  profit;  or (4) has been  nominated by a
person who would be  disqualified  from  serving as a director  of this  Company
under Section 4.17 (1), (2) or (3).

                               ARTICLE V. OFFICERS

         5.1 Designations.  The officers of the Company may include 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,
except that the offices of President  and  Secretary and President and Treasurer
may not be held by the same  person.  The  President  and  Chairman of the Board
shall be members of the Board.

         5.2 Powers and Duties.  The  officers  of the  Company  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  Company  and of any  person  herein  authorized  to act in such
officer's  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.

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<PAGE>

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

         5.6 Term - Removal. The officers of the Company shall hold office until
             --------------
their  successors  are chosen and  qualified.  Any  officer or agent  elected or
appointed by the Board of Directors may be removed at any time,  with or without
cause,  by the  affirmative  vote of a majority of the whole Board of Directors,
but such removal shall be without  prejudice to the contractual  rights, if any,
of the person so removed.  The  election or  appointment  of an officer or agent
shall not in itself create contractual rights.

                      ARTICLE VI. FISCAL YEAR; ANNUAL AUDIT

         The fiscal year of the Company shall end on the 31th day of December of
each year.  The Company 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  Company out of  retained  earnings  of the  Company  subject to the
conditions  and  limitations   imposed  by  the  laws  of  the  Commonwealth  of
Pennsylvania.

         7.2. Reserves.  Before making any distribution of earned surplus, there
              --------
may be set aside out of the earned  surplus of the  Company  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 Company,  or for any other purpose.  Any earned
surplus of any year not  distributed  as dividends  shall be deemed to have thus
been set apart until otherwise disposed of by the Board of Directors.

         7.3  Depositories.  The monies of the Company shall be deposited in the
              ------------
name of the Company 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. NOTICES

         Except  as  may  otherwise  be  required  by  law,  any  notice  to any
stockholder  or director  may be  delivered  personally,  by mail,  by telegram,
telex,  or TWX (with  answerback  received),  or by courier service or facsimile
transmission.  If sent by mail, telegraph,  or courier service, the notice shall
be deemed to have been given to the person when  deposited in the United  States
mail or with a telegraph  or courier  service for delivery to that person or, in
the case of telex or TWX,  when  dispatched  to the address of the  addressee at
such persons last known  address (or to such  persons  telex,  TWX, or facsimile
number) in the records of the Company,  with postage or courier or other charges
thereon prepaid.

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<PAGE>

                                ARTICLE IX. SEAL

         The  corporate  seal of the Company 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 Company.

                          ARTICLE X. BOOKS AND RECORDS

         The  Company  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.

                             ARTICLE XI. AMENDMENTS

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


Amended on April 17, 2001


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