NORTHWEST BANCORP, INC.
                                     BYLAWS
 
                             ARTICLE I - Home Office
 
     The home office of Northwest  Bancorp,  Inc. (the  "Company")  shall be 301
Second Avenue, Warren, Pennsylvania 16365.
 
                            ARTICLE II - Shareholders
 
     Section  1.  Place  of  Meetings.   All  annual  and  special  meetings  of
shareholders  shall be held at the home  office of the  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 Company for
the election of directors and for the  transaction  of any other business of the
Company  shall be held  annually  within 150 days after the end of the Company's
fiscal year on the third Wednesday in November, if not a legal holiday, and if a
legal holiday,  then on the next day following which is not a legal holiday,  at
11:00 a.m.,  or at such other date and time within  such  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  regulations  of the
Office of Thrift  Supervision  (the "Office"),  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 one-tenth of
all of the  outstanding  capital  stock of the  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  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.
 
     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, the secretary 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  address as it appears on the stock  transfer  books or
records of the  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
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
 
 
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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  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 Company shall make a complete list of the  shareholders  of record
entitled to vote at such meeting,  or any adjournment,  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 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 also shall 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
the  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  described  in ss.  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 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 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 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
ownership  stands in the name of two or more persons,  in the absence of written
directions to the Company to the contrary, at any meeting of the shareholders of
the  Company  any one ore 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 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 name.  Shares held
in trust in an IRA or Keogh Account,  however, may be voted by the 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
 
 
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the control of a receiver  may be voted by such  receiver  without the  transfer
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  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 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.  Cumulative  Voting.  Stockholders may not cumulate their votes
for election of directors.
 
     Section  13.  Inspectors  of  Election.   In  advance  of  any  meeting  of
shareholders,  the Board of Directors may appoint any person 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 or the president may, or on the request of
not fewer than 10% 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 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 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 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 Company at least five 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 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.
 
     Section  15. New  Business.  Any new  business to be taken up at the annual
meeting  shall be stated in writing and filed with the  secretary of the Company
at least five days prior to the date of the annual meeting,  and all business so
stated,  proposed,  and filed shall be considered at the annual meeting;  but no
other proposal shall be acted upon 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 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.
 
 
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     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  shareholders,  may be taken  without a meeting  if  consent in
writing,  setting  forth the  action  to be taken,  shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
 
                        ARTICLE III - Board of Directors
 
     Section 1. General Powers. The business and affairs of the 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 ten
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  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 notice other than
such resolution. Directors may participate in a meeting by means of a conference
telephone  or  similar   communications   device   through   which  all  persons
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
beneficial  owner of not less than 100  shares of capital  stock of the  Company
unless the company is a wholly-owned subsidiary of a holding company.
 
     Section 5. 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,  within the Company's  normal  lending
territory,  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 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
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 sent by mail,  when  delivered  to the  telegraph  company if sent by
telegram or when the  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 of 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 5 of this Article III.
 
 
 
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     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 Company  addressed
to the chairman of the board or the president.  Unless otherwise specified, such
resignation  shall take effect upon  receipt 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  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 Company who is present
at a meeting of the Board of Directors at which action on any 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 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.
 
                   ARTICLE IV - Executive And Other Committees
 
     Section 1. Appointment.  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 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
 
 
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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 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 Company  otherwise  than in the usual and regular
course of its business; a voluntary  dissolution of the 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 days 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  committee at any time by giving written notice to
the  president or secretary of the 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
Company and may prescribe the duties, constitution, and procedures thereof.
 
                              ARTICLE V - Officers
 
     Section 1. Positions. The officers of the 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 Company.  The
offices of the secretary and treasurer may be held by the same person and a vice
president  also may be  either  the  secretary  or the  treasurer.  The Board of
Directors may designate one or more vice presidents as
 
 
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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 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 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  officers  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 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  Company  will be served
thereby,  but such removal,  other than for cause, shall be without prejudice to
any contractual rights of the person so removed.
 
     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 Company to enter into any contract or execute and deliver any  instrument
in the name of and on behalf of the Company.  Such  authority  may be general or
confined to specific instances.
 
     Section 2. Loans. No loans shall be contracted on behalf of the 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 Company shall be signed by one or more officers,  employees, or agents of
the Company in such manner as shall from time to time be determined by the Board
of Directors.
 
     Section 4. Deposits.  All funds of the Company not otherwise employed shall
be  deposited  from time to time to the  credit of the  association  in any duly
authorized depositors 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 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 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 signature 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  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
 
 
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the shares  are  issued,  with the number of shares and date of issue,  shall be
entered on the stock transfer books of the Company. All certificates surrendered
to the 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  may be issued upon such terms and indemnity to
the Company as the Board of Directors may prescribe.
 
     Section 2.  Transfer of Shares.  Transfer of shares of capital stock of the
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 Company.  Such transfer shall be made only on surrender for  cancellation of
the  certificate  for such  shares.  The person in whose name  shares of capital
stock stand on the books of the Company shall be deemed by the Company to be the
owner for all purposes.
 
                    ARTICLE VIII - Fiscal Year; Annual Audit
 
     The fiscal  year of the  Company  shall end on the 30th day of June of each
year.  The  Company  shall be  subject  to an annual  audit as of the end of its
fiscal year by independent  public  accountants  appointed by and responsible to
the Board of  Directors.  The  appointment  of  accountants  shall be subject to
annual ratification by the shareholders.
 
                             ARTICLE IX - Dividends
 
     Subject only to the terms of the Company's  charter and the regulations and
orders of the Office,  the Board of Directors  may, from time to time,  declare,
and the Company may pay, dividends on its outstanding shares of capital stock.
 
                           ARTICLE X - Corporate Seal
 
     The Board of  Directors  shall  provide a Company  seal which  shall be two
concentric  circles between which shall be the name of the 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 Company at any legal meeting;  and (ii) receipt
of any applicable  regulatory approval.  When a 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.
 
 
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