AMENDED AND RESTATED BYLAWS OF
                           OMEGA FINANCIAL CORPORATION
 
These Bylaws are supplemental to the Pennsylvania Business Corporation Law and
other applicable provisions of law, as the same shall from time to time be in
effect.
 
                       ARTICLE I. MEETINGS OF SHAREHOLDERS
 
Section 101. Place of Meeting. All meetings of the shareholders shall be held at
such place or places, within or without the Commonwealth of Pennsylvania, as
shall be determined by the Board of Directors from time to time.
 
Section 102. Annual Meeting. The annual meeting of the shareholders for the
election of Directors and the transaction of such other business as may properly
come before the meeting shall be held at such time as the Board of Directors
shall fix. Any business which is a proper subject for shareholder action may be
transacted at the annual meeting, irrespective of whether the notice of said
meeting contains any reference thereto, except as otherwise provided by
applicable law.
 
Section 103. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, the Chairman of the Board, the
President or by the shareholders entitled to cast at least one-third (1/3) of
the vote which all shareholders are entitled to cast at the particular meeting.
 
Section 104. Conduct of Shareholders' Meetings. The Chairman of the Board shall
preside at all shareholders' meetings. In the absence of the Chairman of the
Board, the Vice Chairman of the Board shall preside or, in his/her absence, the
President or, in his/her absence, any Officer designated by the Board of
Directors. The Officer presiding over the shareholders' meeting may establish
such rules and regulations for the conduct of the meeting as he/she may deem to
be reasonably necessary or desirable for the orderly and expeditious conduct of
the meeting. Unless the Officer presiding over the shareholders' meeting
otherwise requires, shareholders need not vote by ballot on any question.
 
ARTICLE II.  DIRECTORS AND BOARD MEETINGS
 
Section 201. Management by Board of Directors. The business and affairs of the
Corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute, regulation, the Articles of Incorporation or these
Bylaws directed or required to be exercised or done by the shareholders.
 
Section 202. Nomination of Directors and Submission of Proposals. Nominations
for directors to be elected, or proposals to be considered, at a meeting of
shareholders may be made by the Board of Directors or by any shareholder of any
outstanding class of capital stock of the Corporation. Nominations and proposals
by the Board of Directors shall be made pursuant to such procedures as they may
determine. Nominations by shareholders for directors to be elected,
 
 
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or proposals by shareholders to be considered, at a meeting of shareholders and
which have not been previously approved by the Board of Directors must be
submitted to the Secretary of the Corporation in writing, either by personal
delivery, nationally-recognized express mail or United States mail, postage
prepaid, not later than (i) with respect to an election to be held, or a
proposal to be considered, at an annual meeting of shareholders, the latest date
upon which shareholder proposals must be submitted to the Corporation for
inclusion in the Corporation's proxy statement relating to such meeting pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any
successor rule or regulation promulgated by the SEC or, if no such rules apply,
at least ninety (90) days prior to the date one year from the date of the
immediately preceding annual meeting of shareholders, and (ii) with respect to
an election to be held, or a proposal to be considered, at a special meeting of
shareholders, the earlier of (a) thirty (30) days prior to the printing of the
Corporation's proxy materials or information statement with respect to such
meeting or (b) if no proxy materials or information statement are being
distributed to shareholders, at least the close of business on the fifth day
following the date on which notice of such meeting is first given to
shareholders. Each such nomination or proposal shall set forth: (i) the name and
address of the shareholder making the nomination of proposal and the person or
persons nominated, or the subject matter of the proposal submitted; (ii) a
representation that the shareholder is a holder of record of capital stock of
the Corporation entitled to vote at such meetings and intends to appear in
person or by proxy at the meeting to vote for the person or persons nominated,
or the proposal submitted; (iii) a description of all arrangements and
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination was
made, or the proposal was submitted, by the shareholder, (iv) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated by the
Board of Directors; and (v) the consent of each nominee to serve as a director
of the Corporation if so elected. The officer presiding over the meeting, in his
or her sole and absolute discretion, may reject any nomination or proposal not
made in accordance with the foregoing.
 
Section 203. Directors Must be Shareholders. Every Director must be a
shareholder of the Corporation and shall own in his/her own right the number of
shares (if any) required by law in order to qualify as such Director. Any
Director shall forthwith cease to be a Director when he/she no longer holds such
shares, which fact shall be reported to the Board of Directors by the Secretary,
whereupon the Board of Directors shall declare the seat of such Director
vacated.
 
Section 204. Eligibility and Mandatory Retirement. Effective as of April 25,
1995, no person shall be eligible to be newly elected or appointed as a Director
if he/she will attain the age of seventy (70) years on or prior to December 31
of the calendar year in which he/she attains the age of seventy (70) years. Any
Director of the Corporation who attains the age of seventy (70) years shall
cease to be a Director (without any action on his/her part) on December 31 of
the calendar year in which he/she attains the age of 70 years.
 
Section 205. Number of Directors. The Board of Directors shall consist of not
less than five (5) nor more than twenty-five (25) directors. The number of
directors to be elected subject to the foregoing limits shall be determined from
time to time by the Board of Directors.
 
Section 206. Classification of Directors. The Directors shall be divided into
three (3) classes, as nearly equal in number as possible, known as Class 1,
consisting of not more than eight (8)
 
 
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Directors; Class 2, consisting of not more than eight (8) Directors; and Class
3, consisting of not more than nine (9) Directors. The initial Directors of
Class 1 shall serve until the third (3rd) annual meeting of shareholders. At the
third (3rd) annual meeting of the shareholders, the Directors of Class 1 shall
be elected for a term of three (3) years and, after expiration of such term,
shall thereafter be elected every three (3) years for three (3) year terms. The
initial Directors of Class 2 shall serve until the second (2nd) annual meeting
of the shareholders. At the second (2nd ) annual meeting of the shareholders,
the Directors of Class 2 shall be elected for a term of three (3) years and,
after the expiration of such term, shall thereafter be elected every three (3)
years for three (3) year terms. The initial Directors of Class 3 shall serve
until the first (1st) annual meeting of the shareholders. At the first (1st)
annual meeting of the shareholders, the Directors of Class 3 shall be elected
every three (3) years for three (3) year terms. Each Director shall serve until
his/her successor shall have been elected and shall qualify, even though his/her
term of office as herein provided has otherwise expired, except in the event of
his/her earlier resignation, removal or disqualification.
 
Section 207. Vacancies. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of Directors, may be filled by the
remaining members of the Board even though less than a quorum. Any Director
elected to fill a vacancy in the Board of Directors shall become a member of the
same Class of Directors in which the vacancy existed; but if the vacancy is due
to an increase in the number of Directors, a majority of the members of the
Board of Directors shall designate such directorship as belonging to Class 1,
Class 2 or Class 3 so as to maintain the three (3) classes of Directors as
nearly equal in number as possible. Each Director so elected shall hold office
for the unexpired term of the class to which he or she has been elected, and
thereafter until his or her successor shall have been duly elected and
qualified, except in the event of his or her earlier resignation, removal or
disqualification.
 
Section 208. Resignations. Any Director may resign at any time. Such resignation
shall be in writing, but the acceptance thereof shall not be necessary to make
it effective.
 
Section 209. Compensation of Directors. No Director shall be entitled to any
salary as such; but the Board of Directors may fix, from time to time, a
reasonable annual fee for acting as a Director and a reasonable fee to be paid
to each Director for his/her services in attending meetings of the Board and
meetings of committees appointed by the Board. The Corporation may reimburse
Directors for expenses related to their duties as a member of the Board.
 
Section 210. Regular Meetings. Regular meetings of the Board of Directors shall
be held on such day, at such hour, and at such place, consistent with applicable
law, as the Board shall from time to time designate or as may be designated in
any notice from the Secretary calling the meeting. The Board of Directors shall
meet for reorganization at the first regular meeting following the annual
meeting of shareholders at which the Directors are elected. Notice need not be
given of regular meetings of the Board of Directors which are held at the time
and place designated by the Board of Directors. If a regular meeting is not to
be held at the time and place designated by the Board of Directors, notice of
such meeting, which need not specify the business to be transacted thereat and
which may be either verbal or in writing, shall be given by the Secretary to
each member of the Board at least twenty-four (24) hours before the time of the
meeting.
 
 
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Directors shall attend a minimum of sixty-five (65%) percent of the regular
meetings held in any calendar year unless such absences shall be excused by the
Board of Directors in a manner prescribed by them from time to time. Failure to
attend a minimum of sixty-five (65%) percent of the regular meetings of the
Directors in any calendar year, without sufficient excuse, shall subject the
Director to removal from the Board of Directors in such manner as the Board of
Directors shall prescribe from time to time.
 
Section 211. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or whenever three (3) or more
members of the Board so request in writing. A special meeting of the Board of
Directors shall be deemed to be any meeting other than the regular meeting of
the Board of Directors. Notice of the time and place of every special meeting,
which need not specify the business to be transacted thereat and which may be
either verbal or in writing, shall be given by the Secretary to each member of
the Board at least twenty-four (24) hours before the time of such meeting.
 
Section 212. Reports and Records. The reports of Officers and Committees and the
records of the proceedings of all Committees shall be filed with the Secretary
of the Corporation and presented to the Board of Directors, if practicable, at
its next regular meeting. The Board of Directors shall keep complete records of
its proceedings in a minute book kept for that purpose. When a Director shall
request it, the vote of each Director upon a particular question shall be
recorded in the minutes.
 
                            ARTICLE III. COMMITTEES.
 
Section 301. Committees. The following two (2) Committees of the Board of
Directors shall be established by the Board of Directors in addition to any
other Committee the Board of Directors may in its discretion establish:
Executive Committee and Audit Committee.
 
Section 302. Executive Committee. The Executive Committee shall consist of any
five (5) or more Directors. A majority of the members of the Executive Committee
shall constitute a quorum, and actions of a majority of those present at a
meeting at which a quorum is present shall be the actions of the Committee.
Meetings of the Committee may be called at any time by the Chairman or Secretary
of the Committee, and shall be called whenever two (2) or more members of the
Committee so request in writing. The Executive Committee shall have and exercise
the authority of the Board of Directors in the management of the business of the
Corporation between the dates of regular meetings of the Board.
 
Section 303. Audit Committee. The Audit Committee shall consist of at least five
(5) Directors, none of whom shall be Officers of the Corporation. Meetings of
the Committee may be called at any time by the Chairman or Secretary of the
Committee, and shall be called whenever two (2) or more members of the Committee
so request in writing. A majority of the members at which a quorum is present
shall be the actions of the Committee. The Committee shall supervise the audit
of the books of the Corporation and recommend for approval by the Board the
services of a reputable certified public accounting firm to examine the affairs
of the Corporation.
 
Section 304. Appointment of Committee Members. The Board of Directors shall
appoint the members of the Executive and Audit Committees and the Chairman and
Vice Chairman of each such Committee to serve until the next annual meeting of
shareholders.
 
 
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Section 305. Organization and Proceedings. Each Committee of the Board of
Directors shall effect its own organization by the appointment of a Secretary
and such other Officers, except the Chairman and Vice Chairman as it may deem
necessary. A record of proceedings of all Committees shall be kept by the
Secretary of such Committee and filed and presented as provided in Section 214
of these Bylaws.
 
                              ARTICLE IV. OFFICERS.
 
Section 401. Officers. The Officers of the Corporation shall be a Chairman,
President, one (1) or more Vice Presidents, a Secretary, Chief Financial
Officer, and such other Officers and Assistant Officers as the Board of
Directors may from time to time deem advisable. Except for the Chairman,
President and Secretary, the Board may refrain from filling any of the said
offices at any time and from time to time. The same individual may hold any two
(2) or more offices except both the offices of President and Chief Financial
Officer. The following Officers shall be elected by the Board of Directors at
the time, in the manner and for such terms as the Board of Directors from time
to time shall determine: Chairman, President, Executive Vice President, Senior
Vice Presidents, Administrative Vice Presidents, Secretary and Chief Financial
Officer. The Chairman may, subject to change by the Board of Directors, appoint
such Officers and Assistant Officers as he/she may deem advisable provided such
Officers or Assistant Officers have a title not higher than Vice President, who
shall hold office for such periods as the Chairman shall determine. Any Officer
may be removed at any time, with or without cause, and regardless of the term
for which such Officer was elected, but without prejudice to any contract right
of such Officer.
 
Section 402. Chairman of the Board. The Board of Directors shall elect a
Chairman of the Board at its first regular meeting of the Board following each
annual meeting of shareholders at which Directors are present. The Chairman of
the Board shall be a member of the Board of Directors and shall preside at the
meetings of the Board and perform such other duties as may be prescribed by the
Board of Directors. The Chairman and Chief Executive Officer shall have general
supervision of all the departments and business of the Corporation and shall
prescribe the duties of the other officers and employees, and see to the proper
performance thereof. The Chairman and Chief Executive Officer shall be
responsible for having all orders and resolutions of the Board of Directors
carried into effect. The Chairman and Chief Executive Officer shall execute on
behalf of the Corporation and affix or cause to be affixed a seal to all
authorized documents and execution thereof shall be delegated to some other
Officer or Agent of the Corporation by the Board of Directors. The Chairman, in
the event of the absence or disability of the President or his/her refusal to
act, shall perform the duties and have the powers and authority of the
President, unless otherwise directed by the Board of Directors, except to the
effect inconsistent with applicable law.
 
Section 403. Vice Chairman of the Board. The Board of Directors may elect one
(1) or more Vice Chairmen of the Board as the Board of Directors may from time
to time deem advisable. The Vice Chairmen of the Board shall have such duties as
are predescribed by the Board of Directors or the Chairman of the Board.
 
Section 404. President. The Board of Directors shall elect a President at the
first regular meeting of the Board following each annual meeting of the
shareholders at which Directors are present.
 
 
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The President shall perform such duties, do such acts and be subject to such
supervision as may be prescribed by the Board of Directors or the Chairman. In
the event of absence or disability of the Chairman or the Vice Chairman (if
named) or their refusal to act, the President shall preside at all meetings of
the Board. In general, the President shall perform all the duties prescribed by
the Board of Directors or the Chairman.
 
Section 405. Vice President. The Board of Directors shall elect Vice Presidents
at the first regular meeting of the Board following each annual meeting of the
shareholders at which Directors are present. The Vice Presidents shall perform
such duties, do such acts and be subject to such supervision as may be
prescribed by the Board of Directors or the President. In the event of the
absence or disability of the President or his/her refusal to act, the Vice
Presidents in order of their rank, and within the same rank in the order of
their authority, shall perform the duties and have the powers and authorities of
the President, except to the extent inconsistent with applicable law.
 
Section 406. Secretary. The Board of Directors shall elect a Secretary at the
first regular meeting of the Board following each annual meeting of the
shareholders at which Directors are present. The Secretary shall act under the
supervision of the Chairman and C.E.O. or such other Officers as the President
may designate. Unless a designation to the contrary is made at a meeting, the
Secretary shall attend all meetings of the Board of Directors and all meetings
of the shareholders and record all of the proceedings of such meetings in book
to be kept for that purpose, and shall perform like duties for the Standing
Committees when required by these Bylaws or otherwise. The Secretary shall give,
or cause to be given, notice of all meetings of the shareholders and of the
Board of Directors. The Secretary shall keep a seal of the Corporation, and,
when authorized by the Board of Directors or the Chairman or President, cause it
to be affixed to any documents and instruments requiring it. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors,
Chairman or such other supervising Officer as the Chairman may designate.
 
Section 407. Chief Financial Officer. The Board of Directors shall elect a Chief
Financial Officer at the first regular meeting of the Board following each
annual meeting of the shareholders at which Directors are present. The Chief
Financial Officer shall act under the supervision of the Chairman and Chief
Executive Officer or such other Officer as the Chairman and Chief Executive
Officer may designate. The Chief Financial Officer shall have custody of the
Corporation's funds and such other duties as may be prescribed by the Board of
Directors, Chairman or such other supervising Officer as the Chairman may
designate.
 
Section 408. Assistant Officers. Unless otherwise provided by the Board of
Directors, each Assistant Officer shall perform such duties as shall be
prescribed by the Board of Directors, the Chairman, President or the Officers to
whom he/she is an Assistant. In the event of the absence or disability of an
Officer or his/her refusal to act, his/her Assistant Officer shall, in the order
of their seniority, have the powers and authorities of such Officer.
 
Section 409. Compensation. Unless otherwise provided by the Board of Directors,
the salaries and compensation of all Officers and Assistant Officers, except the
Chairman and President shall be fixed by or in the manner designated by the
Chairman.
 
 
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Section 410. General Powers. The Officers are authorized to do and perform such
corporate acts as are necessary in the carrying on of the business of the
Corporation, subject always to the direction of the Board of Directors.
 
ARTICLE V. INDEMNIFICATION
 
Section 501. Personal Liabilities of Directors.
 
      (a)   A director of this corporation shall not be personally liable for
            monetary damages as such for any action taken, or any failure to
            take any action, unless
 
            (1)   the director has breached or failed to perform the duties of
                  his office under Section 8363 of the Pennsylvania Directors'
                  Liability Act (which, as amended from time to time, is
                  hereafter called the "Directors' Liability Act"); and
 
            (2)   the breach of failure to perform constitutes self-dealing,
                  willful misconduct or recklessness.
 
      (b)   This Section 501 shall not limit a director's liability for monetary
            damages to the extent prohibited by Section 8364(b) of the
            Director's Liability Act.
 
Section 502. Mandatory Indemnification of Directors and Officers. The
Corporation shall, to the fullest extent permitted by applicable law, indemnify
its directors and officers who were or are a party or are threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (whether or not such
action, suit or proceeding arises or arose by or in the right of the Corporation
or other entity) by reason of the fact that such director or officer is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, general partner, agent or
fiduciary of another corporation, partnership, partner, agent or fiduciary of
another corporation, partnership, joint venture, trust or other enterprise
(including service with respect to employee benefit plans), against expenses
(including, but not limited to, attorneys' fees and costs), judgments, fines
(including excise taxes assessed on a person with respect to any employee
benefit plan) and amounts paid in settlement actually and reasonably incurred by
such director or officer in connection with such action, suit or proceeding.
Persons who were directors or officers of the Corporation prior to the date this
Section is approved by shareholders of the corporation, but who do not hold such
office on or after such date, shall not be covered under this Section 502.
 
Section 503. Optional Indemnification. The Corporation may to the fullest extent
permitted by applicable law, indemnify and advance or reimburse expenses for all
persons in all situations other than that covered by this Article.
 
Section 504. Prior Bylaws. Any Bylaw provisions which are amended, replaced or
repealed by this Article shall continue to apply to any breach of performance of
duty or any failure or performance of duty by any director or officer to which
this Article does not apply by reason of Section 8367 of the Directors'
Liability Act.
 
ARTICLE VI. SHARES OF CAPITAL STOCK
 
Section 601. Authority to Sign Share Certificates. Every share certificate of
the Corporation shall be signed by the Chairman or President and by the
Secretary or one of the Assistant
 
 
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Secretaries. Certificates may be signed by a facsimile signature of the
President and the Secretary or one of the Assistant Secretaries of the
Corporation.
 
Section 602. Lost or Destroyed Certificates. Any person claiming a share
certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if such person shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares have
been acquired by a bona fide purchaser; (b) provided the Corporation with an
indemnity agreement satisfactory in form and substance to the Board of
Directors, or the President or the Secretary; and (c) satisfied any other
reasonable requirements (including providing an affidavit and a surety bond)
fixed by the Board of Directors, or the President or the Secretary.
 
                              ARTICLE VII. GENERAL.
 
Section 701. Fiscal Year. The fiscal year of the Corporation shall begin on the
first (1st) day of January in each year and end on the thirty-first (31st) day
of December in each year.
 
Section 702. Record Date. The Board of Directors may fix any time whatsoever
(whether or not the same is more than fifty (50) days prior to the date of any
meeting of shareholders, or the date 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 will go into effect),
as a record date for the determination of the shareholders entitled to notice
of, or to vote at, any such meetings, 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.
 
Section 703. Absentee Participation in Meetings. One (1) or more Directors may
participate in a meeting of the Board of Directors, or of a Committee of the
Board, by means of a conference telephone or similar communications equipment,
by means of which all persons participating in the meeting can hear each other.
 
Section 704. Emergency Bylaws. In the event of any emergency resulting from a
nuclear attack or similar disaster, and during the continuance of such
emergency, the following Bylaws provisions shall be in effect, notwithstanding
any other provisions by these Bylaws:
 
      (a)   A meeting of the Board of Directors or of any Committee thereof may
            be called by any Officer or Director upon one (1) hour's notice to
            all persons entitled to notice whom, in the sole judgment of the
            notifier, it is feasible to notify;
 
      (b)   The Director or Directors in attendance at the meeting of the Board
            of Directors or of any Committee thereof shall constitute a quorum;
            and
 
      (c)   These Bylaws may be amended or repealed, in whole or in part, by a
            majority vote of the Directors attending any meeting of the Board of
            Directors, provided such amendment or repeal shall only be effective
            for the duration of such emergency.
 
Section 705. Severability. If any provision of these Bylaws is illegal or
unforceable as such, such illegality or unenforceability shall not affect any
other provision of these Bylaws and such other provisions shall continue in full
force and effect.
 
Section 706. Subchapter E (Control Transactions)
 
 
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Subchapter E (Control Transactions) 15 P.S. 2541-2548 shall not be applicable to
the Corporation or to its securities, whether previously issued or hereafter
issued and whether the same have voting rights at the time of issuance or
acquire voting rights at any time thereafter.
 
ARTICLE VIII. AMENDMENT OR REPEAL
 
Section 801. Amendment or Repeal by the Board of Directors. These Bylaws may be
amended or repealed, in whole or in part, by a majority vote of members of the
Board of Directors at any regular or special meeting of the Board duly convened.
Except as otherwise provided by applicable law, notice need not be given of the
purpose of the meeting of the Board of Directors at which the amendment or
repeal is to be considered.
 
Section 802. Recording Amendments and Repeals. The text of all amendments and
repeals to these Bylaws shall be attached to the Bylaws with a notation of the
date and vote of each such amendment or repeal.
 
ARTICLE IX. APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS AND REPEAL.
 
Section 901. Approval and Effective Date. These Amended and Restated Bylaws have
been approved as the Bylaws of the Corporation this 28th day of June, 1994, and
shall be effective as of said date.
 
                                    David N. Thiel, Secretary
 
Section 902. Amendments or Repeals.
 
Section Involved         Date Amended or Repealed             Approved By
----------------         ------------------------             -----------
 
       204                     April 25, 1995             Board of Directors
 
       202                     June 25, 2001              Board of Directors
 
       402                     April 25, 2005             Board of Directors
 
       404                     April 25, 2005             Board of Directors
 
ARTICLE X.  PENNSYLVANIA ACT NO. 1990-36
 
Subchapters G, H, I, and J of Pennsylvania Act No. 1990-36 shall not be
applicable to this Corporation.