BYLAWS OF

                          CLIFTON SAVINGS BANCORP, INC.

 

                             ARTICLE I. HOME OFFICE

 

      The home  office of  Clifton  Savings  Bancorp,  Inc.  (the  "Subsidiary

Holding  Company")  is 1433 Van Houten  Avenue,  in the City of Clifton in the

State of New Jersey.

 

                            ARTICLE II. SHAREHOLDERS

 

      Section l. Place of Meetings. All annual and special meetings of

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shareholders shall be held at the home office of the Subsidiary Holding Company

or at such other convenient place as the board of directors may determine.

 

      Section 2. Annual Meeting. A meeting of the shareholders of the Subsidiary

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Holding Company for the election of directors and for the transaction of any

other business of the Subsidiary Holding Company shall be held annually within

150 days after the end of the Subsidiary Holding Company's fiscal year on such

date as the board of directors may determine; provided, however, that the annual

meeting of shareholders for the fiscal year ended March 31, 2004 shall be held

within 160 days after the end of the Subsidiary Holding Company's fiscal year on

such date as the board of directors may determine.

 

      Section 3. Special Meetings. Special meetings of the shareholders for any

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purpose or purposes, unless otherwise prescribed by the regulations of the

Office of Thrift Supervision ("OTS") or the Federal Stock Charter of the

Subsidiary Holding Company, may be called at any time by the chairman of the

board or a majority of the board of directors, and shall be called by the

chairman of the board or the secretary upon the written request of the holders

of not less than one-tenth of all of the outstanding capital stock of the

Subsidiary 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 Subsidiary Holding Company addressed to the chairman of the

board or the secretary.

 

      Section 4. Conduct of Meetings. Annual and special meetings shall be

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conducted by the person designated by the board of directors to preside at such

meetings in accordance with the written procedures agreed to by the board of

directors. The board of directors shall designate, when present, either the

chairman of the board or such other person as designated by the board of

directors to preside at such meetings.

 

      Section 5. Notice of Meetings. Written notice stating the place, day and

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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 or the directors 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 the

 

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address as it appears on the stock transfer books or records of the Subsidiary

Holding Company as of the record date prescribed in Section 6 of this Article

II, with postage 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

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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.

 

      Section 7. Voting Lists. At least 20 days before each meeting of the

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shareholders, the officer or agent having charge of the stock transfer books for

shares of the Subsidiary 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 Subsidiary Holding Company and shall be subject to inspection by any

shareholder of record or the shareholder'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 of record or any shareholder's agent

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 ss. 552.6(d) of the OTS's

Regulations as now or hereafter in effect.

 

      Section 8. Quorum. A majority of the outstanding shares of the Subsidiary

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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

 

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and entitled to vote on the subject matter shall be the act of the shareholders,

unless the vote 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

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vote by proxy executed in writing by the shareholder or by his duly authorized

attorney in fact. Proxies may be given telephonically or electronically as long

as the holder uses a procedure for verifying the identity of the shareholder.

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

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ownership stands in the name of two or more persons, in the absence of written

directions to the Subsidiary Holding Company to the contrary, at any meeting of

the shareholders of the Subsidiary 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 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 by Certain Holders. Shares standing in the

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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 held in trust in an IRA or Keogh Account, however, may be voted by the

Subsidiary Holding Company if no other instructions are received. 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 or her 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 Subsidiary 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 Subsidiary Holding Company, shall be voted at any meeting or counted

 

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in determining the total number of outstanding shares at any given time for

purposes of any meeting.

 

      Section 12. No Cumulative Voting. Each holder of shares of common stock

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shall be entitled to one vote for each share held by such holder. No holder of

such shares shall be entitled to cumulative voting for any purpose.

 

      Section 13. Inspectors of Election. In advance of any meeting of

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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.

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 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.

 

      Unless otherwise prescribed by regulations of the OTS, 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. Except in the case of a nominee

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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 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 Subsidiary Holding Company. No nominations for directors 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 of the Subsidiary Holding Company at least 30 days prior to the

date of the annual meeting; provided, however, that in the event that less than

40 days notice or prior public disclosure of the date of the meeting is given or

made to shareholders, notice by the shareholder must be received not later than

the close of business on the 10th day following the day on which notice of the

date of the annual meeting was mailed or such public disclosure was made. Upon

delivery, such nominations shall be posted in a conspicuous place in each office

of the Subsidiary Holding Company. Ballots bearing the names of all 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. Any new business to be taken up at the annual

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meeting shall be stated in writing and filed with the secretary at least 30 days

before the date of the annual meeting; provided, however, that in the event that

less than 40 days notice or prior public disclosure of the date of the meeting

is given or made to shareholders, notice by the shareholder must be received not

later than the close of business on the 10th day following the day on which

notice of the date of the annual meeting was mailed or such public disclosure

was made, and all business so stated, proposed and filed shall be considered at

the annual meeting so long as such business relates to a proper subject matter

for shareholder action. 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 30 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. A

shareholder's notice to the secretary shall set forth as to each matter the

shareholder proposed to bring before the annual meeting (a) a brief description

of the proposal desired to be brought before the annual meeting and (b) the name

and address of such shareholder and the class and number of shares of the

Subsidiary Holding Company which are owned of record or beneficially by such

shareholder. 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.

 

      Section 16. Informal Action by Shareholders. Any action required to be

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taken at a meeting of 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 l. General Powers. The business and affairs of the Subsidiary

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Holding Company shall be under the direction of its board of directors. The

board of directors shall annually elect a chairman of the board from among its

members and, when present, the chairman of the board shall preside at its

meetings. If the chairman of the board is not present, the vice chairman shall

preside at its meeting.

 

      Section 2. Number and Term. The board of directors shall consist of seven

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(7) 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

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shall be held without other notice than this bylaw following 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. Directors may participate in a meeting by means of a conference

telephone or similar communications device through which all persons

 

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participating can hear each other at the same time. Participation by such means

shall constitute presence in person for all purposes.

 

      Section 4. Qualification. Each director shall at all times be the

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beneficial owner of not less than 100 shares of capital stock of the Subsidiary

Holding Company unless the Subsidiary Holding Company is a wholly owned

subsidiary of a holding company.

 

      Section 5. Special Meetings. Special meetings of the board of directors

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may be called by or at the request of the chairman of the board or by 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.

 

      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 and speak to each other. Such

participation shall constitute presence in person for all purposes.

 

      Section 6. Notice. Written notice of any special meeting shall be given to

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each director at least 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

prepaid if mailed, when delivered to the telegraph company if sent by telegram

or when the Subsidiary Holding Company receives notice of delivery if

electronically transmitted. 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

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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

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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 OTS 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.

 

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      Section 10. 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 Subsidiary Holding

Company addressed to the chairman of the board. Unless otherwise specified, such

resignation shall take effect upon receipt by the chairman of the board. More

than three consecutive absences from regular meetings of the board of directors,

unless excused by resolution 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 in 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 fee 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 Subsidiary Holding

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Company who is present at a meeting of the board of directors at which action on

any Subsidiary Holding Company matter is taken shall be presumed to have

assented to the action taken unless his 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 Subsidiary 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 only 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.

 

      Section 15. Integrity of Directors. A person is not qualified to serve as

      ----------------------------------

a director if he or she: (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, or (2) is a

person against who a banking agency has, within the past ten years, issued a

cease and desist order for conduct involving dishonesty or breach of trust and

 

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that order is final and not subject to appeal, or (3) has been found either by a

regulatory agency whose decision is final and not subject to appeal or by a

court to have (i) breached a fiduciary duty involving personal profit or (ii)

committed a willful 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.

 

                   ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES

 

      Section l. Appointment. The board of directors, by resolution adopted by a

      ----------------------

majority of the full board, may designate the chairman of the board and two or

more of the other directors to constitute an executive committee. The

designation of any committee pursuant to this 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 Subsidiary 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

Subsidiary Holding Company otherwise than in the usual and regular course of its

business; a voluntary dissolution of the Subsidiary 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

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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

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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.

 

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      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 committee at any time by giving written notice to

the chairman of the board or secretary of the Subsidiary 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

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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 committees composed of directors as they may

determine to be necessary or appropriate for the conduct of the business of the

Subsidiary Holding Company and may prescribe the duties, constitution and

procedures thereof.

 

                               ARTICLE V. OFFICERS

 

      Section l. Positions. The officers of the Subsidiary Holding Company shall

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be a chief executive officer, a president, one or more vice presidents, a

secretary and a treasurer or comptroller, each of whom shall be elected by the

board of directors. The board of directors may also designate the chairman of

the board as an officer. The offices of the secretary and treasurer or

comptroller may be held by the same person and a vice president may also be

either the secretary or the treasurer or comptroller. The board of directors may

designate one or more vice presidents as executive vice president or senior vice

president. The board of directors may also elect or authorize the appointment of

such other officers as the business of the Subsidiary 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 Subsidiary

      --------------------------------------

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

 

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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 Subsidiary Holding Company to enter into an

employment contract with any officer in accordance with regulations of the OTS;

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 Subsidiary Holding Company

will be served thereby, but such removal, other than for cause, shall be without

prejudice to the contractual rights, if any, of the person so removed.

 

      Section 4. Vacancies. A vacancy in any office because of death,

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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 l. Contracts. To the extent permitted by regulations of the OTS,

      --------------------

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 Subsidiary Holding Company to enter into any contract or execute and

deliver any instrument in the name of and on behalf of the Subsidiary Holding

Company. Such authority may be general or confined to specific instances.

 

      Section 2. Loans. No loans shall be contracted on behalf of the Subsidiary

      ----------------

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

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payment of money, notes or other evidences of indebtedness issued in the name of

the Subsidiary Holding Company shall be signed by one or more officers,

employees or agents of the Subsidiary 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 Subsidiary Holding Company not

      -------------------

otherwise employed shall be deposited from time to time to the credit of the

Subsidiary Holding Company in any duly authorized depositories as the board of

directors may select.

 

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                      ARTICLE VII. CERTIFICATES FOR SHARES

                               AND THEIR TRANSFER

 

      Section l. Certificates for Shares. Certificates representing shares of

      ----------------------------------

capital stock of the Subsidiary Holding Company shall be in such form as shall

be determined by the board of directors and approved by the OTS. Such

certificates shall be signed by the chief executive officer or by any

other officer of the Subsidiary 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 Subsidiary 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 Subsidiary Holding

Company.

 

      Notwithstanding anything to the contrary herein, the Board of Directors

may provide by resolution that some or all of any or all classes or series of

the Subsidiary Holding Company's capital stock may be uncertificated shares. Any

such resolution shall not apply to shares represented by a certificate until

such certificate is surrendered to the Subsidiary Holding Company.

 

      In the case of certificated shares, all certificates surrendered to the

Subsidiary Holding Company for transfer shall be cancelled and no new

certificate or evidence of the issuance of uncertificated shares shall be issued

until the former certificate for a like number of shares has been surrendered

and cancelled. In the case of uncertificated shares, proper transfer

instructions for the number of shares involved shall be received before a new

certificate or evidence of the issuance of uncertificated shares is issued

therefor. In the case of a lost or destroyed certificate, a new certificate may

be issued upon such terms and indemnity to the Subsidiary Holding Company as the

board of directors may prescribe.

 

      Section 2. Transfer of Shares. Transfer of shares of capital stock of the

      -----------------------------

Subsidiary Holding Company shall be made only on its stock transfer books.

Authority for such transfer shall be given only by the holder of record or by

his or her legal representative, who shall furnish proper evidence of such

authority, or by his or her attorney authorized by a duly executed power of

attorney and filed with the Subsidiary Holding Company. Such transfer shall be

made only, in the case of certificated shares, on surrender for cancellation of

the certificate for such shares or, in the case of uncertificated shares, on

delivery of proper transfer instructions for the number of shares involved. The

person in whose name shares of capital stock stand on the books of the

Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to

be the owner for all purposes.

 

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                            ARTICLE VIII. FISCAL YEAR

 

      The fiscal year of the Subsidiary Holding Company shall end on March 31 of

each year. The appointment of accountants shall be subject to annual

ratification by the shareholders.

 

                              ARTICLE IX. DIVIDENDS

 

      Subject to the terms of the Subsidiary Holding Company's Charter and the

regulations and orders of the OTS, the board of directors may, from time to

time, declare, and the Subsidiary Holding Company may pay, dividends on its

outstanding shares of capital stock.

 

                            ARTICLE X. CORPORATE SEAL

 

      The board of directors shall provide a Subsidiary Holding Company seal,

which shall be two concentric circles between which shall be the name of the

Subsidiary Holding Company. The year of incorporation or an emblem may appear in

the center.

 

                           ARTICLE XI. INDEMNIFICATION

 

      The Subsidiary Holding Company shall indemnify all officers, directors and

employees of the Subsidiary Holding Company, and their heirs, executors and

administrators, to the fullest extent permitted under federal law against all

expenses and liabilities reasonably incurred by them in connection with or

arising out of any action, suit or proceeding in which they may be involved by

reason of their having been a director or officer of the Subsidiary Holding

Company, whether or not they continue to be a director or officer at the time of

incurring such expenses or liabilities, such expenses and liabilities to

include, but not be limited to, judgments, court costs and attorneys' fees and

the cost of reasonable settlements.

 

                             ARTICLE XII. AMENDMENTS

 

      These bylaws may be amended in a manner consistent with regulations of the

OTS 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 Subsidiary Holding Company at any legal meeting,

and (ii) receipt of any applicable regulatory approval. When the Subsidiary

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.

 

[As Filed: 10-26-2007]