FRANKLIN FINANCIAL SERVICES CORP /PA/

Directors. The directors shall be divided into three (3) classes, as nearly equal in number as possible, known as Class A, consisting of not more than eight (8) directors, Class B, consisting of not more than eight (8) directors, and Class C, consisting of not more than nine (9) directors. The initial directors of Class A shall serve until the third annual meeting of shareholders. At the third annual meeting of the shareholders, the directors of Class A 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 B shall serve until the second annual meeting of shareholders. At the second annual meeting of the shareholders, the directors of Class B 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 C shall serve until the first annual meeting of shareholders. At the first annual meeting of the shareholders, the directors of Class C 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. Each director shall serve until his successor shall have been elected and shall qualify, even though his term of office as herein provided has otherwise expired, except in the event of his earlier resignation, removal or disqualification.



Section 3.4 Vacancie