SOUND FEDERAL BANCORP
 
                                     BYLAWS
 
 
                            ARTICLE I - HOME OFFICE
 
         The home office of Sound Federal Bancorp (the "Company") shall be 300
Mamaroneck Avenue, Mamaroneck, New York.
 
                           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 _____ ________ in ___ if not a legal holiday,
and if a legal holiday, then on the next day following which is not a legal
holiday, at __________, 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, or 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.
 
 
 
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         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.
 
         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 Section 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,
 
 
 
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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 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 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 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
 
 
 
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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.
 
         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
8 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
 
 
 
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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.
 
         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.
 
 
 
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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.
 
         SECTION 15.  AGE LIMITATIONS ON DIRECTORS.  No member shall be
eligible to serve as a director who shall have attained the age of 75 years;
provided, however, that a director shall be permitted to complete the terms of
office to which such director was elected prior to attaining such age of 75
years.
 
                  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
 
 
 
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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 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
 
 
 
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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 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.
 
 
 
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         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 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 cancelled and no new certificate shall be issued until the
former certificate for a like number of shares has been surrendered and
cancelled, 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 last day of March 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.
 
 
 
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                             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.