Charter Financial Corp.
 
                                    By-Laws
 
                            ARTICLE I - Home Office
 
          The domicile of Charter Financial Corp. (the "Stock Holding Company")
shall be located in City of West Point, County of Troup, in the State of
Georgia.
 
                           ARTICLE II - Shareholders
 
          Section 1.   Place of Meetings. All annual and special meetings of
shareholders shall be held at the domicile of the Stock Holding Company or at
such other place in the State of Georgia as the Board of Directors may
determine.
 
          Section 2.   Annual Meeting. A meeting of the shareholders of the
Stock Holding Company for the election of directors and for the transaction of
any other business of the Stock Holding Company shall be held annually within
150 days after the end of the Stock Holding Company's fiscal year on the third
Wednesday of January, if not a legal holiday, and if a legal holiday, then on
the next day following which is not a legal holiday, or at such other date and
time within the 150-day period as the Board of Directors may determine.
 
          Section 3.   Special Meetings. Special meetings of the shareholders
for any purpose or purposes, unless otherwise prescribed by the Federal Stock
Charter of the Stock Holding Company, may be called at any time by the chairman
of the board, the president, or a majority of the Board of Directors, and shall
be called by the chairman of the board, the president, or the secretary upon the
written request of the holders of not less than 10% of all of the outstanding
capital stock of the Stock Holding Company entitled to vote at the meeting. Such
written request shall state the purpose or purposes of the meeting and shall be
delivered to the home office of the Stock Holding Company addressed to the
chairman of the board, the president or the secretary.
 
          Section 4.   Conduct of Meetings. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the Office or these bylaws or the
board of directors adopts another written procedure for the conduct of meetings.
The board of directors shall designate, when present, either the chairman of the
board or president to preside at such meetings. The chairman of any annual or
special meeting of the members shall, unless prescribed by law or regulation,
determine the order of the business and the procedure at the meeting, including
such regulation of the manner of voting and the conduct of discussion as he or
she shall deem appropriate.
 
          Section 5.   Notice of Meetings. Written notice stating the place,
day, and hour of the meeting and the purpose(s) for which the meeting is called
shall be delivered not fewer than 20 nor more than 50 days before the date of
the meeting, either personally or by mail, by or at the direction of the
chairman of the board, the president, or the secretary, directors or other
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the mail, addressed to the shareholder at
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the address as it appears on the stock transfer books or records of the Stock
Holding Company as of the record date prescribed in Section 6 of this Article II
with postage thereon prepaid. When any shareholders' meeting, either annual or
special, is adjourned for 30 days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. It shall not be necessary to
give any notice of the time and place of any meeting adjourned for less than 30
days or of the business to be transacted at the meeting, other than an
announcement at the meeting at which such adjournment is taken.
 
          Section 6.   Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the Board of Directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof.
 
          Section 7.   Voting List. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Stock Holding Company shall make a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address and the number of shares held
by each. This list of shareholders shall be kept on file at the home office of
the Stock Holding Company and shall be subject to inspection by any shareholder
or the shareholders's agent at any time during usual business hours for a period
of 20 days prior to such meeting. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to inspection by any
shareholder during the entire time of the meeting. The original stock transfer
book shall constitute prima facie evidence of the shareholders entitled to
examine such list or transfer books or to vote at any meeting of shareholders.
 
          In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures prescribed in (S) 552.6(d) of the Office's
regulations as now or hereafter in effect.
 
          Section 8.   Quorum. A majority of the outstanding shares of the Stock
Holding Company entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to constitute less than a quorum. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote
 
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of a greater number of shareholders voting together or voting by classes is
required by law or the charter. Directors, however, are elected by a plurality
of the votes cast at an election of directors.
 
          Section 9.   Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Proxies solicited on behalf of the management shall
be voted as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the Board of Directors. No proxy shall be valid more
than eleven months from the date of its execution except for a proxy coupled
with an interest.
 
          Section 10.  Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Stock Holding Company to the contrary, at any meeting of the
shareholders of the Stock Holding Company, any one or more of such shareholders
may cast, in person or by proxy, all votes to which such ownership is entitled.
In the event an attempt is made to cast conflicting votes, in person or by
proxy, by the several persons in whose names shares of stock stand, the vote or
votes to which those persons are entitled shall be cast as directed by a
majority of those holding such stock and present in person or by proxy at such
meeting, but no votes shall be cast for such stock if a majority cannot agree.
 
          Section 11.  Voting of Shares of Certain Holders. Shares standing in
the name of another corporation may be voted by any officer, agent, or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine. Shares
held by an administrator, executor, guardian, or conservator may be voted by him
or her, either in person or by proxy, without a transfer of such shares into his
or her name. Shares standing in the name of a trustee may be voted by him or
her, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him or her without a transfer of such shares into his or her
name. Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.
 
          A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
 
          Neither treasury shares of its own stock held by the Stock Holding
Company nor shares held by another corporation, if a majority of the shares
entitled to vote for the election of directors of such other corporation are
held by the Stock Holding Company, shall be voted at any meeting, or counted in
determining the total number of outstanding shares at any given time for
purposes of any meeting.
 
          Section 12.  No Cumulative Voting. Shareholders shall not be entitled
to cumulate their votes for election of directors.
 
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          Section 13.   Inspectors of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment
thereof. The number of inspectors shall be either one or three. Any such
appointment shall not be altered at the meeting. If inspectors of election are
not so appointed, the chairman of the board or the president may, or on the
request of not fewer than 10 percent of the votes represented at the meeting
shall, make such appointment at the meeting. If appointed at the meeting, the
majority of the votes present shall determine whether one or three inspectors
are to be appointed. In case any person appointed as inspector fails to appear
or fails or refuses to act, the vacancy may be filled by appointment by the
Board of Directors in advance of the meeting or at the meeting by the chairman
of the board or the president.
 
          Unless otherwise prescribed by regulations of the Office, the duties
of such inspectors shall include: determining the number of shares of stock and
the voting power of each share, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity and effect of proxies;
receiving votes, ballots, or consents; hearing and determining all challenges
and questions in any way arising in connection with the rights to vote; counting
and tabulating all votes or consents; determining the result; and such acts as
may be proper to conduct the election or vote with fairness to all shareholders.
 
          Section 14.   Nominating Committee. The board of directors shall act
as a nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at the principal executive offices
of the Stock Holding Company at least 20 days prior to the date of the annual
meeting. Upon delivery, such nominations shall be posted in a conspicuous place
in each office of the Stock Holding Company. No nominations for director except
those made by the nominating committee shall be voted upon at the annual meeting
unless other nominations by shareholders are made in writing and delivered to
the secretary at the principal executive offices of the Stock Holding Company at
least five (5) days prior to the date of the annual meeting. Such shareholder's
notice shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director, (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, and (iii) such person's written consent to serve as a
director, if elected; and (b) as to the shareholder giving the notice (i) the
name and address of such shareholder and (ii) the class and number of shares of
the Stock Holding Company which are owned of record by such shareholder. At the
request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary that
information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee together with the required written consents. Upon
delivery, such nominations shall be posted in a conspicuous place in each office
of the Stock Holding Company. Ballots bearing the names of all the persons
nominated by the nominating committee and by shareholders shall be provided for
use at the annual meeting. However, if the nominating committee shall fail or
refuse to act at least 20 days prior to the annual meeting, nominations for
directors may be made at the annual meeting by any shareholder entitled to vote
and shall be voted upon.
 
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          Section 15.  New Business. At an annual meeting of shareholders, only
such business shall be conducted, and only such proposals shall be acted upon,
as shall have been properly brought before the meeting. For any business
proposed by management to be properly brought before the annual meeting, such
business shall be approved by the Board of Directors, either directly or through
its approval of proxy solicitation materials related thereto, and shall be
stated in writing and filed with the secretary at least 5 days before the date
of the annual meeting, and all business so stated, proposed and filed shall be
considered at the annual meeting. Any shareholder may make any other proposal at
the annual meeting and the same may be discussed and considered but unless
stated in writing and filed with the secretary at least five (5) days before the
meeting, such proposal shall be laid over for action at an adjourned, special or
annual meeting of the shareholders taking place 30 days or more thereafter. This
provision shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors, and committees; but in
connection with such reports, no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided. A shareholder's notice to
the secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the proposal desired
to be brought before the annual meeting, (b) the business, as well as the name
and address of such shareholder and the class and number of shares of the Stock
Holding Company which are owned of record by such shareholder.
 
          Section 16.  Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting if
consent in writing, setting forth the action so taken, shall be given by all of
the shareholders entitled to vote with respect to the subject matter thereof.
 
                       ARTICLE III - Board of Directors
 
          Section 1.   General Powers. The business and affairs of the Stock
Holding Company shall be under the direction of its Board of Directors. The
Board of Directors shall annually elect a chairman of the board and a president
from among its members and shall designate, when present, either the chairman of
the board or the president to preside at its meetings.
 
          Section 2.   Number and Term. The Board of Directors shall consist of
seven members and shall be divided into three classes as nearly equal in number
as possible. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. One class shall be
elected by ballot annually.
 
          Section 3.   Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
 
          Members of the Board of Directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other.  Such
participation shall constitute presence in person for all purposes, including
the purpose of compensation pursuant to Section 12 of this Article.
 
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          Section 4.   Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the board, the
president, or one-third of the directors. The persons authorized to call special
meetings of the Board of Directors may fix any place as the place for holding
any special meeting of the Board of Directors called by such persons.
 
Directors may participate in special meetings by means of a conference telephone
or similar communications device through which all persons participating can
hear each other. Such participation shall constitute presence in person for all
purposes, including the purpose of compensation pursuant to Section 12 of this
Article.
 
          Section 5.   Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the Stock
Holding Company unless the Stock Holding Company is a wholly owned subsidiary of
a holding company.
 
          Section 6.   Notice. Written notice of any special meeting shall be
given to each director at least twenty-four (24) hours prior thereto when
delivered personally or by telegram or at least five days prior thereto when
delivered by mail at the address at which the director is most likely to be
reached. Such notice shall be deemed to be delivered when deposited in the mail
so addressed, with postage thereon prepaid if mailed or when delivered to the
telegraph company if sent by telegram. Any director may waive notice of any
meeting by a writing filed with the secretary. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
 
          Section 7.   Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.
 
          Section 8.   Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless a greater number is prescribed by regulation of
the Office or by these bylaws
 
          Section 9.   Action Without a Meeting. Any action required or
permitted to be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.
 
          Section 10.  Resignation. Any director may resign at any time by
sending a written notice of such resignation to the home office of the Stock
Holding Company addressed to the chairman of the board or the president. Unless
otherwise specified, such resignation shall take effect upon receipt thereof by
the chairman of the board or the president. More than three consecutive absences
from regular meetings of the Board of Directors, unless excused by resolution
 
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of the Board of Directors, shall automatically constitute a resignation,
effective when such resignation is accepted by the Board of Directors.
 
          Section 11.   Vacancies. Any vacancy occurring on the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors although less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall be elected to serve until the next election of
directors by the shareholders. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the shareholders.
 
          Section 12.   Compensation. Directors, as such, may receive a stated
salary for their services. By resolution of the Board of Directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the Board of Directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the Board of
Directors may determine.
 
          Section 13.   Presumption of Assent. A director of the Stock Holding
Company who is present at a meeting of the Board of Directors at which action on
any Stock Holding Company matter is taken shall be presumed to have assented to
the action taken unless his or her dissent or abstention shall be entered in the
minutes of the meeting or unless he or she shall file a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Stock Holding Company within five days after the date a copy of
the minutes of the meeting is received. Such right to dissent shall not apply to
a director who voted in favor of such action.
 
          Section 14.   Removal of Directors. At a meeting of shareholders
called expressly for that purpose, any director may be removed for cause by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors. Whenever the holders of the shares of any class are
entitled to elect one or more directors by the provisions of the charter or
supplemental sections thereto, the provisions of this Section shall apply, in
respect to the removal of a director or directors so elected, to the vote of the
holders of the outstanding shares of that class and not to the vote of the
outstanding shares as a whole.
 
          For purposes of this section, removal for cause includes, as defined
in 12 C.F.R. (S)563.39, or any successor regulation enacted by the Office,
"personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, or a
willful violation of any law, rule or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order.
 
                  ARTICLE IV - Executive And Other Committees
 
          Section 1.    Appointments. The board of directors, by resolution
adopted by a majority of the full board, may designate the chief executive
officer and two or more of the other directors to constitute an executive
committee. The designation of any committee pursuant to this
 
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Article IV and the delegation of authority shall not operate to relieve the
board of directors, or any director, of any responsibility imposed by law or
regulation.
 
          Section 2.   Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of the
charter or bylaws of the Stock Holding Company, or recommending to the
shareholders a plan of merger, consolidation, or conversion; the sale, lease, or
other disposition of all or substantially all of the property and assets of the
Stock Holding Company otherwise than in the usual and regular course of its
business; a voluntary dissolution of the Stock Holding Company; a revocation of
any of the foregoing; or the approval of a transaction in which any member of
the executive committee, directly or indirectly, has any material beneficial
interest.
 
          Section 3.   Tenure. Subject to the provisions of section 8 of this
article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
 
          Section 4.   Meetings. Regular meetings of the executive committee may
be held without notice at such times and places as the executive committee may
fix from time to time by resolution. Special meetings of the executive committee
may be called by any member thereof upon not less than one day's notice stating
the place, date, and hour of the meeting, which notice may be written or oral.
Any member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in person.
The notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
 
          Section 5.   Quorum. A majority of the members of the executive
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
 
          Section 6.   Action Without a Meeting. Any action required or
permitted to be taken by the executive committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the executive committee.
 
          Section 7.   Vacancies. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.
 
          Section 8.   Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive
 
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committee at any time by giving written notice to the president or secretary of
the Stock Holding Company. Unless otherwise specified, such resignation shall
take effect upon its receipt; the acceptance of such resignation shall not be
necessary to make it effective.
 
          Section 9.     Procedure. The executive committee shall elect a
presiding officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these bylaws. It shall keep regular minutes of
its proceedings and report the same to the board of directors for its
information at the meeting held next after the proceedings shall have occurred.
 
          Section 10.    Other Committees.  The board of directors may by
resolution establish an audit, loan, or other committee composed of directors as
they may determine to be necessary or appropriate for the conduct of the
business of the Stock Holding Company and may prescribe the duties,
constitution, and procedures thereof.
 
                             ARTICLE V - Officers
 
          Section 1.     Positions.  The officers of the Stock Holding Company
shall be a president, one or more vice presidents, a secretary, and a treasurer,
each of whom shall be elected by the Board of Directors.  The Board of Directors
also may designate the chairman of the board as an officer.  The president shall
be the chief executive officer, unless the Board of Directors designates the
chairman of the board as chief executive officer.  The president shall be a
director of the Stock Holding Company.  The offices of the secretary and
treasurer may be held by the same person and a vice president may also be either
the secretary or the treasurer.  The Board of Directors may designate one or
more vice presidents as executive vice president or senior vice president.  The
Board of Directors also may elect or authorize the appointment of such other
officers as the business of the Stock Holding Company may require.  The officers
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.
 
          Section 2.     Election and Term of Office.  The officers of the Stock
Holding Company shall be elected annually at the first meeting of the Board of
Directors held after each annual meeting of the shareholders.  If the election
of officers is not held at such meeting, such election shall be held as soon
thereafter as possible.  Each officer shall hold office until a successor has
been duly elected and qualified or until the officer's death, resignation, or
removal in the manner hereinafter provided.  Election or appointment of an
officer, employee, or agent shall not of itself create contractual rights.  The
Board of Directors may authorize the Stock Holding Company to enter into an
employment contract with any officer in accordance with regulations of the
Office; but no such contract shall impair the right of the Board of Directors to
remove any officer at any time in accordance with Section 3 of this Article V.
 
          Section 3.     Removal.  Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Stock Holding
Company will be served thereby, but such removal, other than for cause, shall be
without prejudice to any contractual rights, if any, of the person so removed.
 
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          Section 4.     Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
 
          Section 5.     Remuneration.  The remuneration of the officers shall
be fixed from time to time by the Board of Directors.
 
              ARTICLE VI - Contracts, Loans, Checks, and Deposits
 
          Section 1.     Contracts.  To the extent permitted by regulations of
the Office, and except as otherwise prescribed by these bylaws with respect to
certificates for shares, the Board of Directors may authorize any officer,
employee or agent of the Stock Holding Company to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the Stock
Holding Company.  Such authority may be general or confined to specific
instances.
 
          Section 2.     Loans.  No loans shall be contracted on behalf of the
Stock Holding Company and no evidence of indebtedness shall be issued in its
name unless authorized by the Board of Directors.  Such authority may be general
or confined to specific instances.
 
          Section 3.     Checks, Drafts, Etc.  All checks, drafts, or other
orders for the payment of money, notes, or other evidences of indebtedness
issued in the name of the Stock Holding Company shall be signed by one or more
officers, employees, or agents of the Stock Holding Company in such manner as
shall from time to time be determined by the Board of Directors.
 
          Section 4.     Deposits.  All funds of the Stock Holding Company not
otherwise employed shall be deposited from time to time to the credit of the
Stock Holding Company in any duly authorized depositories as the Board of
Directors may select.
 
           ARTICLE VII - Certificates for Shares and Their Transfer
 
          Section 1.     Certificates for Shares.  Certificates representing
shares of capital stock of the Stock Holding Company shall be in such form as
shall be determined by the Board of Directors and approved by the Office.  Such
certificates shall be signed by the chief executive officer or by any other
officer of the Stock Holding Company authorized by the Board of Directors,
attested by the secretary or an assistant secretary, and sealed with the
corporate seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the Stock Holding Company itself or
one of its employees.  Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified.  The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the Stock Holding
Company.  All certificates surrendered to the Stock Holding Company for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares has been surrendered and canceled,
except that in the case of a lost or destroyed certificate, a new certificate
 
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may be issued upon such terms and indemnity to the Stock Holding Company as the
Board of Directors may prescribe.
 
          Section 2.   Transfer of Shares. Transfer of shares of capital stock
of the Stock Holding Company shall be made only on its stock transfer books.
Authority for such transfer shall be given only by the holder of record thereof
or by his legal representative, who shall furnish proper evidence of such
authority, or by his attorney thereunto authorized by a duly executed power of
attorney and filed with the Stock Holding Company. Such transfer shall be made
only on surrender for cancellation of the certificate for such shares. The
person in whose name the shares of capital stock stand on the books of the Stock
Holding Company shall be deemed by the Stock Holding Company to be the owner for
all purposes.
 
                   ARTICLE VIII - Fiscal Year; Annual Audit
 
          The fiscal year of the Stock Holding Company shall end on the 30th day
of September.  The Stock Holding 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 shareholders.
 
                            ARTICLE IX - Dividends
 
          Subject only to the terms of the Stock Holding Company's charter and
the regulations and orders of the Office, the Board of Directors may, from time
to time, declare, and the Stock Holding Company may pay, dividends on its
outstanding shares of capital stock.
 
                          ARTICLE X - Corporate Seal
 
          The Board of Directors shall provide a Stock Holding Company seal
which shall be two concentric circles between which shall be the name of the
Stock Holding Company.  The year of incorporation or an emblem may appear in the
center.
 
                            ARTICLE XI - Amendments
 
          These bylaws may be amended in a manner consistent with regulations of
the Office and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the Stock Holding Company at any legal
meeting, and (ii) receipt of any applicable regulatory approval. When the Stock
Holding Company fails to meet its quorum requirements, solely due to vacancies
on the board, then the affirmative vote of a majority of the sitting board will
be required to amend the bylaws.
 
                         ARTICLE XII - Indemnification
 
          The Stock Holding Company shall indemnify its directors, officers and
employees in accordance with the following requirements:
 
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          Section 1.  Definitions and Rules of Construction. (a) The following
definitions apply for purposes of this Article XII:
 
          (i)    Action. The term "action" means any judicial or administrative
     proceeding, or threatened proceeding, whether civil, criminal or otherwise,
     including any appeal or other proceeding for review;
 
          (ii)   Court. The term "court" includes, without limitation, any court
     to which or in which any appeal or any proceeding for review is brought.
 
          (iii)  Final judgment. The term "final judgment" means a judgment,
     decree or order that is not appealable or as to which the period for appeal
     has expired with no appeal taken.
 
          (iv)   Settlement. The term "settlement" includes entry of a judgment
     by consent or confession or a plea of guilty or nolo contendere.
 
          (b)    References in this Article XII to any individual or other
person, including any savings bank, shall include legal representatives,
successors and assigns thereof.
 
          Section 2.  Indemnification. Subject to Sections 3 and 7 of this
Article XII, the Stock Holding Company shall indemnify any person against whom
an action is brought or threatened because that person is or was a director,
officer or employee of the Stock Holding Company for:
 
          (a)    Any amount for which that person becomes liable under a
     judgment in such action; and
 
          (b)    Reasonable costs and expenses, including reasonable attorneys'
     fees, actually paid or incurred by that person in defending or settling
     such action, or in enforcing his or her rights under this Article XII if he
     or she attains a favorable judgment in such enforcement action.
 
          Section 3.  Requirements for Indemnification.  Indemnification
shall be made to such person under Section 2 of this Article XII only if:
 
          (a)    Final judgment on the merits is in his or her favor; or
 
          (b)    In case of:
 
                 (i)    settlement;
 
                 (ii)   final judgment against him or her; or
 
                 (iii)  final judgment in his or her favor, other than on the
                        merits,
 
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          if a majority of the disinterested directors of the Stock Holding
          Company determines that he or she was acting in good faith within the
          scope of his or her employment or authority as he or she could have
          reasonably perceived it under the circumstances and for a purpose he
          or she could reasonably have believed under the circumstances was in
          the best interests of the Stock Holding Company or its shareholders.
 
However, no indemnification shall be made unless the Stock Holding Company gives
the Office at least 60 days notice of its intention to make such
indemnification.  Such notice shall state the facts on which the action arose,
the terms of any settlement and any disposition of the matter by a court. Such
notice, a copy thereof and a certified copy of the resolution containing the
required determination by the Board shall be sent to the Regional Director of
the Office, who shall promptly acknowledge receipt thereof.  The notice period
shall run from the date of such receipt.  No such indemnification shall be made
if the Office advises the Stock Holding Company in writing, within such notice
period, of his or her objection thereto.
 
          Section 4.   Insurance. The Stock Holding Company may obtain insurance
to protect it and its directors, officers and employees from potential losses
arising from claims against any of them for alleged wrongful acts, or wrongful
acts committed in their capacity as directors, officers or employees. However,
the Stock Holding Company may not obtain insurance that provides for payment of
losses of any person incurred as a consequence of his or her willful or criminal
misconduct.
 
          Section 5.   Payment of expenses. If a majority of the directors of
the Stock Holding Company concludes that, in connection with an action, any
person ultimately may become entitled to indemnification under this Article XII,
the directors may authorize payment of reasonable costs and expenses, including
reasonable attorneys' fees, arising from the defense or settlement of such
action. Nothing in this Section 5 shall prevent the directors of the Stock
Holding Company from imposing such conditions on a payment of expenses as they
deem warranted and in the interests of the Stock Holding Company. Before making
advance payment of expenses under this Section 5, the Stock Holding Company
shall obtain an agreement that the Stock Holding Company will be repaid if the
person on whose behalf payment is made is later determined not to be entitled to
such indemnification.
 
          Section 6.   Exclusiveness of provisions. The Stock Holding Company
shall not indemnify any person referred to in Section 2 of this Article XII or
obtain insurance referred to in Section 4 of this Article XII other than in
accordance with this Article XII.
 
          Section 7.   Statutory Limitations.  The indemnification provided
for in Section 2 of this Article XII is subject to and qualified by 12 U.S.C.
section 1821(k).