September 2007
 
                             INVESTORS BANCORP, INC.
 
                                     BYLAWS
 
                             ARTICLE I. HOME OFFICE
 
     The Home Office of Investors Bancorp,  Inc. (the "Corporation") shall be in
Short Hills, Milburn Township, New Jersey.
 
                            ARTICLE II. STOCKHOLDERS
 
     Section  1. An annual  meeting  of the  stockholders  for the  election  of
Directors to succeed  those whose terms expire and for the  transaction  of such
other  business as may properly  come before the meeting,  shall be held at such
place,  on such date, and at such time as the Board of Directors shall each year
fix, which date shall be within thirteen (13) months  subsequent to the later of
the date of incorporation or the last annual meeting of stockholders.
 
     Section 2. Special  meetings of the  stockholders  may be called by or upon
the direction of the Chairman of the Board, Chief Executive  Officer,  President
or a majority of the authorized  directorship  of the Board of the  Corporation.
Only such business shall be conducted at a special  meeting of  stockholders  as
shall have been brought before the meeting pursuant to the Corporation's  notice
of meeting.
 
     Section 3.
 
     A. Written  notice  stating the place,  day and hour of the meeting and the
purpose or purposes for which the meeting is called shall be delivered  not less
than ten (10) nor more than  sixty  (60) 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 stockholder of record entitled to vote at such meeting, except as otherwise
provided  herein or required by law (meaning,  here and  hereafter,  as required
from time to time by the Delaware General  Corporation Law or the Certificate of
Incorporation of the Corporation).  If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, addressed to the stockholder
at his/her  address as it appears on the stock  transfer books or records of the
Corporation  as of the record date  prescribed  in Section 4 of this Article II,
with postage thereon prepaid. When any stockholders'  meeting,  either annual or
special,  is  adjourned  for thirty (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 thirty (30) days or of the business to be  transacted  thereat,  other
than an announcement at the meeting at which such  adjournment is taken.  Notice
may be waived by the unanimous action of the stockholders.
 
     B. At any time upon the written  request of any person or persons  entitled
to  call a  special  meeting  the  Secretary  of the  Corporation  shall  notify
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stockholders  of the call of the  special  meeting,  to be held at such time and
place as the notice shall  specify,  but in no event shall such notice specify a
time more than sixty (60) days after the receipt of the request.
 
     Section 4. For the purpose of determining  stockholders  entitled to notice
of or to vote at any meeting of  stockholders  or any  adjournment  thereof,  or
stockholders  entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose,  the Board shall fix
in advance a date as the record date for any such determination of stockholders.
Such date in any case shall be not more than  sixty (60) days and,  in case of a
meeting of stockholders,  not less than ten (10) days prior to the date on which
the particular action,  requiring such  determination of stockholders,  is to be
taken.  When a determination of stockholders  entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
 
     Section 5. The Officer or Agent having charge of the stock  transfer  books
for shares of the  Corporation  shall  make,  at least ten (10) days before each
meeting of the  stockholders,  a complete list of the  stockholders  entitled to
vote at such  meeting,  or any  adjournment  thereof,  arranged in  alphabetical
order,  with the  address of and the number of shares  held by each,  which list
shall be kept on file at the Corporate Headquarters of the Corporation and shall
be subject to inspection by any  stockholder  at any time during usual  business
hours, for a period of ten (10) 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 the  inspection  of any  stockholder  during  the whole  time of the
meeting.  The original  stock  transfer book shall be prima facie evidence as to
who are the  stockholders  entitled to examine such list or transfer books or to
vote at any meeting of stockholders.
 
     Section 6. A majority of the outstanding shares of the Corporation entitled
to  vote,   subject  to  the   limitations   contained  in  the  Certificate  of
Incorporation, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders.  If less than a majority of the outstanding  shares are
represented  at a meeting,  the  chairman  of the  meeting  or the  holders of 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 is present
or represented,  any business may be transacted which might have been transacted
at the  meeting  as  originally  notified.  The  stockholders  present at a duly
organized  meeting  may  continue  to  transact   business  until   adjournment,
notwithstanding  the  withdrawal  of enough  stockholders  to leave  less than a
quorum.  If a notice of any adjourned special meeting of stockholders is sent to
all  stockholders  entitled to vote  thereat,  stating that it will be held with
those  present  in person or by proxy  constituting  a  quorum,  then  except as
otherwise required by law, those present in person or by proxy at such adjourned
meeting  shall  constitute a quorum,  and all matters  shall be  determined by a
majority of the votes cast at such meeting.
 
     Section 7. At any meeting of the stockholders,  every stockholder  entitled
to vote may vote in person or by proxy  authorized  by an  instrument in writing
filed with the Corporation and in accordance with any procedures established for
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the meeting. Any facsimile  telecommunication or other reliable  reproduction of
the  writing  or  transmission  created  pursuant  to  this  paragraph,  may  be
substituted or used in lieu of the original  writing or transmission for any and
all  purposes  for which the  original  writing or  transmission  could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete  reproduction of the entire original writing or  transmission.  No
proxy  shall be valid after  eleven  (11) months from the date of its  execution
except for a proxy coupled with an interest.
 
     Section 8. When ownership stands in the name of two or more persons, in the
absence of written directions to the Corporation to the contrary, at any meeting
of the stockholders any one or more of such  stockholders may cast, in person or
by proxy, all votes to which such ownership is entitled. In the event an attempt
is made to cast conflicting votes, in person or by proxy, by the several persons
in whose names shares of stock stand,  the vote or votes to which those  persons
are entitled shall be cast as directed by a majority of those holding such stock
and  present in person or by proxy at such  meeting,  but no votes shall be cast
for such stock if a majority cannot agree.
 
     Section 9. Shares standing in the name of another  corporation may be voted
by an officer,  agent or proxy as the Bylaws of such  corporation may prescribe,
or, in the  absence  of such  provision,  as the Board of such  corporation  may
determine.  Shares held by an administrator,  executor,  guardian or conservator
may be voted by  him/her,  either in person or by proxy,  without a transfer  of
such shares into his/her name. Shares standing in the name of a person holding a
power under a trust  instrument may be voted by him/her,  either in person or by
proxy,  but no such person  shall be  entitled  to votes  shares held by him/her
without a transfer of such shares into his/her name. Shares standing in the name
of a receiver  may be voted by such  receiver,  and shares  held by or under the
control of a receiver may be voted by such receiver without the transfer thereof
into his/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  stockholder  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  Corporation,  nor
shares held by another corporation,  where a majority of shares entitled to vote
the election of directors of such other corporation are held by the Corporation,
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  10. In advance of any  meeting of  stockholders,  the Board  shall
appoint any persons  other than nominees for office as inspectors of election to
act at such meeting or any adjournment  thereof.  The number of inspectors shall
be  either  one or three.  If the Board so  appoints  either  one or three  such
inspectors,  that appointment  shall not be altered at the meeting.  In case any
person appointed as inspector fails to appear or refuses to act, the vacancy may
be filled  by  appointment  by the Board in  advance  of the  meeting  or at the
meeting by the Chairman of the Board or the President.
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     Unless otherwise prescribed by applicable law or regulation,  the duties of
such inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  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 right 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 stockholders.
 
     All elections of Directors  shall be determined by a plurality of the votes
cast,  and except as  otherwise  required  by law,  all other  matters  shall be
determined by a majority of the votes cast affirmatively or negatively.
 
     Section  11.  Any action  required  to be taken or that may be taken at any
annual or  special  meeting  of  stockholders  of the  Corporation  may be taken
without a meeting, if all stockholders consent thereto in writing.
 
     Section 12.
 
     A. The chairman of any meeting of stockholders shall determine the order of
business and the  procedure at the meeting,  including  such  regulation  of the
manner of voting and the conduct of  discussion  as seem to him or her in order.
The date and time of the  opening  and closing of the polls for each matter upon
which  the  stockholders  will vote at the  meeting  shall be  announced  at the
meeting.
 
     B.  Nominations  of persons for election to the Board of Directors  and the
proposal of business to be transacted by the  stockholders  at an annual meeting
of  stockholders  may be made (a)  pursuant  to the  Corporation's  notice  with
respect to such meeting, (b) by or at the direction of the Board of Directors or
(c) by any  stockholder  of record of the  Corporation  who was a stockholder of
record at the time of the giving of the  notice  provided  for in the  following
paragraph,  who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this section.
 
     C. For  nominations  or other  business  to be properly  brought  before an
annual  meeting  by a  stockholder  pursuant  to  clause  (c) of  the  foregoing
paragraph,  (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the  Corporation,  (2) such business must be a proper matter
for stockholder  action under the Delaware  General  Corporation Law, (3) if the
stockholder,  or the  beneficial  owner on whose  behalf  any such  proposal  or
nomination is made, has provided the Corporation with a Solicitation  Notice, as
that term is defined in subclause  (c)(iii) of this paragraph,  such stockholder
or  beneficial  owner must,  in the case of a proposal,  have  delivered a proxy
statement  and form of proxy  to  holders  of at  least  the  percentage  of the
Corporation's  voting shares  required  under  applicable  law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement  and form of proxy to holders  of a  percentage  of the  Corporation's
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voting shares reasonably believed by such stockholder or beneficial holder to be
sufficient  to elect the nominee or nominees  proposed to be  nominated  by such
stockholder,  and must,  in either case,  have  included in such  materials  the
Solicitation  Notice and (4) if no Solicitation Notice relating thereto has been
timely provided  pursuant to this section,  the stockholder or beneficial  owner
proposing  such  business  or  nomination  must not have  solicited  a number of
proxies  sufficient to have required the delivery of such a Solicitation  Notice
under this section.  To be timely, a stockholder's  notice shall be delivered to
the Secretary at the principal  executive  offices of the  Corporation  not less
than 90 days  prior to the date of the  Corporation's  proxy  materials  for the
preceding  year's  annual  meeting of  stockholders  ("Proxy  Statement  Date");
provided,  however, that if the date of the annual meeting is advanced more than
30 days prior to or delayed  by more than 30 days after the  anniversary  of the
preceding year's annual meeting,  notice by the stockholder to be timely must be
so delivered  not later than the close of business on the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
stockholder's  notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or  reelection  as a director all  information
relating to such person as would be required to be disclosed in solicitations of
proxies for the elections of such  nominees as directors  pursuant to Regulation
14A under the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
and such person's  written consent to serve as a director if elected;  (b) as to
any other business that the stockholder  proposes to bring before the meeting, a
brief description of such business,  the reasons for conducting such business at
the meeting and any material  interest in such business of such  stockholder and
the  beneficial  owner,  if any, on whose behalf the proposal is made; (c) as to
the  stockholder  giving the notice and the beneficial  owner,  if any, on whose
behalf  the  nomination  or  proposal  is made (i) the name and  address of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner,  (ii) the class and  number of shares of the  Corporation  that are owned
beneficially  and of record by such  stockholder and such  beneficial  owner and
(iii) whether either such  stockholder or beneficial  owner intends to deliver a
proxy  statement and form of proxy to holders of, in the case of a proposal,  at
least  the  percentage  of  the  Corporation's   voting  shares  required  under
applicable  law to  carry  the  proposal  or,  in the  case of a  nomination  or
nominations,  a sufficient number of holders of the Corporation's  voting shares
to elect such nominee or nominees (an  affirmative  statement of such intent,  a
"Solicitation Notice").
 
     D.  Notwithstanding  anything in the second sentence of the third paragraph
of this Section 12 to the contrary, in the event that the number of directors to
be  elected  to the  Board of  Directors  is  increased  and  there is no public
announcement  naming all of the nominees for director or specifying  the size of
the increased  Board of Directors made by the Corporation at least 85 days prior
to the Proxy Statement Date, a stockholder's notice required by this Bylaw shall
also be  considered  timely,  but only  with  respect  to  nominees  for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal  executive  offices of the Corporation not later than the close of
business on the 10th day following the day on which such public  announcement is
first made by the Corporation.
 
     E. Only persons  nominated in accordance  with the  procedures set forth in
this Section 12 shall be eligible to serve as directors  and only such  business
shall be  conducted  at an annual  meeting  of  stockholders  as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
section.  The  chairman  of the  meeting  shall  have the  power and the duty to
determine whether a nomination or any business proposed to be brought before the
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meeting  has been  made in  accordance  with the  procedures  set forth in these
Bylaws and, if any proposed  nomination  or business is not in  compliance  with
these Bylaws,  to declare that such defectively  proposed business or nomination
shall  not be  presented  for  stockholder  action at the  meeting  and shall be
disregarded.
 
     F.  For  purposes  of  these  Bylaws,   "public  announcement"  shall  mean
disclosure in a press release reported by the Dow Jones New Service,  Associated
Press or a comparable  national news service or in a document  publicly filed by
the Corporation with the Securities and Exchange  Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.
 
     G.   Notwithstanding  the  foregoing  provisions  of  this  Section  12,  a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder with respect to matters set forth
in this  Section  12.  Nothing in this  Section 12 shall be deemed to affect any
rights of  stockholders to request  inclusion of proposals in the  Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
 
                         ARTICLE III. BOARD OF DIRECTORS
 
     Section 1. The business and affairs of the  Corporation  shall be under the
direction  of its Board.  The Board shall  consist of not less than five and not
more than  twenty-one  directors as the Board may fix by resolution from time to
time.  The Board  shall  annually  elect a Chairman  of the Board from among its
members who shall, when present, preside at its meetings.
 
     The  Directors,  other than those who may be elected by the  holders of any
class or series of Preferred Stock,  shall be divided,  with respect to the time
for which they  severally  hold  office,  into three  classes,  with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of  office of the  second  class to expire  at the  annual  meeting  of
stockholders  one year  thereafter  and the term of office of the third class to
expire at the annual meeting of  stockholders  two years  thereafter,  with each
Director to hold office until his or her successor  shall have been duly elected
and qualified. At each annual meeting of stockholders, commencing with the first
annual  meeting,  Directors  elected to succeed those Directors whose terms then
expire  shall be elected for a term of office to expire at the third  succeeding
annual meeting of stockholders after their election,  with each Director to hold
office until his or her successor shall have been duly elected and qualified.
 
     Section 2.  Subject to the rights of the  holders of any class or series of
preferred  stock,  and  unless the Board  otherwise  determines,  newly  created
Directorships  resulting from any increase in the authorized number of Directors
or any vacancies in the Board  resulting  from death,  resignation,  retirement,
disqualification,  removal  from  office or other  cause may be filled only by a
majority vote of the Directors  then in office,  though less than a quorum,  and
Directors so chosen shall hold office for a term expiring at the annual  meeting
of stockholders at which the term of office of the class to which they have been
elected expires and until such Director's successor shall have been duly elected
and qualified.  No decrease in the number of authorized  Directors  constituting
the Board shall shorten the term of any incumbent Director.
<PAGE>
     Section 3. Regular meetings of the Board of Directors shall be held at such
place or places,  on such date or dates, and at such time or times as shall have
been  established by the Board and publicized  among all Directors.  A notice of
each regular meeting shall not be required.
 
     Section 4. Special  meetings of the Board of Directors may be called at any
time by the Chairman,  the Vice Chairman (if elected),  and the  President,  and
shall be called by the  Secretary  upon the  written  request of not less than a
majority of the authorized  directorship of the Board.  Any such written request
shall cite the purpose of such special meeting.
 
     Section 5. Notice of the place, date, and time of each such special meeting
shall be given each Director by whom it is not waived by mailing  written notice
not less than five (5) days  before the  meeting or by  facsimile  transmission,
overnight  courier,  personal service,  or other electronic  transmission of the
same not less than forty-eight  (48) hours before the meeting.  Unless otherwise
indicated in the notice  thereof,  any and all business may be  transacted  at a
special meeting.
 
     Section 6. A majority of the members of the Board shall constitute a quorum
for the transaction of business at any meeting.
 
     Section 7. At any  meeting  of the Board of  Directors,  business  shall be
transacted  in  such  order  and  manner  as the  Board  may  from  time to time
determine,  and all matters shall be determined by the vote of a majority of the
Directors  present,  except as otherwise provided herein or required by law. Any
action  required or permitted to be taken pursuant to  authorization  voted at a
meeting of the Board or any  committee  thereof,  may be taken without a meeting
if,  prior or  subsequent  to that  action,  all  members of the Board or of the
committee,  as the case may be,  consent  thereto in writing  and those  written
consents  are  filed  with  the  minutes  of the  proceedings  of the  Board  or
committee.  The consent  shall have the same  effect as a unanimous  vote of the
Board or committee  for all purposes,  and may be stated as a unanimous  vote of
the Board or  committee  in any  certificate  or other  document  filed with the
Commissioner.
 
     Section 8. Any or all Directors may  participate  in a meeting of the Board
or a committee of the Board by means of a  conference  telephone or any means of
communication by which all persons participating in the meeting are able to hear
each other, unless otherwise provided in the certificate of incorporation or the
By-laws.  Any Director so  participating in such a meeting shall be deemed to be
present at such meeting.
 
     Section 9. A Director of the Corporation who is present at a meeting of the
Board at which  action on any  Corporation  matter is taken shall be presumed to
have  assented  to the  action  taken  unless his  dissent is sent by  facsimile
transmission,  overnight courier, personal service, other electronic means or by
registered mail to the Secretary of the  Corporation  within five days after the
date he  receives a copy of the  Minutes of the  meeting.  Such right to dissent
shall not apply to a Director who voted in favor of such action.
<PAGE>
     Section 10. The Board of Directors  may,  except as  otherwise  required by
law,  exercise  all such  powers  and do all  such  acts  and  things  as may be
exercised or done by the Corporation, including, without limiting the generality
of the foregoing, the unqualified power:
 
     (1) To declare dividends from time to time in accordance with law;
 
     (2) To purchase or otherwise acquire any property,  rights or privileges on
such terms as it shall determine;
 
     (3) To authorize the creation,  making and issuance, in such form as it may
determine,  of written obligations of every kind,  negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;
 
     (4) To remove any Officer of the  Corporation  with or without  cause,  and
from time to time to devolve the powers and duties of any Officer upon any other
person for the time being;
 
     (5) To confer  upon any  Officer of the  Corporation  the power to appoint,
remove and suspend subordinate Officers, employees and agents;
 
     (6) To adopt from time to time such stock, option, stock purchase, bonus or
other  compensation plans for Directors,  Officers,  employees and agents of the
Corporation and its subsidiaries as it may determine;
 
     (7) To adopt  from  time to time  such  insurance,  retirement,  and  other
benefit plans for Directors,  Officers,  employees and agents of the Corporation
and its subsidiaries as it may determine; and
 
     (8) To adopt from time to time  regulations,  not  inconsistent  with these
Bylaws, for the management of the Corporation's business and affairs.
 
     Section 11. Directors, as such, may receive,  pursuant to resolution of the
Board,  fixed  fees and other  compensation  for their  services  as  Directors,
including,  without  limitation,  their services as members of committees of the
Board.
 
     Section 12. A Director shall retire from the Board at the Annual Meeting of
the Board  immediately  following  the year in which the  Director  attains  age
seventy-five (75).
 
                             ARTICLE IV. COMMITTEES
 
     Section 1. The Board of Directors,  by a vote of a majority of the Board of
Directors,  may from time to time designate  committees of the Board,  with such
lawfully  delegable powers and duties as it thereby confers (and as set forth in
the committee  charter  approved by the Board),  to serve at the pleasure of the
Board and shall, for these committees and any others provided for herein,  elect
a Director or  Directors to serve as the member or members,  designating,  if it
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desires,  other  Directors  as  alternate  members who may replace any absent or
disqualified  member  at  any  meeting  of the  committee.  In  the  absence  or
disqualification  of any member of any committee and any alternate member in his
or her place, the member or members of the committee  present at the meeting and
not  disqualified  from  voting,  whether or not he or she or they  constitute a
quorum,  may by unanimous vote appoint  another member of the Board of Directors
to act at the  meeting in the place of the absent or  disqualified  member.  The
Board may  designate a member of a committee as the  Chairman of the  Committee,
who shall preside at committee meetings.  In the absence of a designation by the
Board, the committee may elect a Chairman among its members.
 
     Section 2. Each  committee (or the Chairman of the committee) may determine
the  procedural  rules for meeting and conducting its business and the committee
shall act in  accordance  therewith,  except  as  otherwise  provided  herein or
required by law.  Adequate  provision shall be made for notice to members of all
meetings.  A  majority  of the  members  shall  constitute  a quorum  unless the
committee  shall  consist of one (1) or two (2) members,  in which event one (1)
member shall constitute a quorum.  All matters shall be determined by a majority
vote of the  members  present.  Action may be taken by any  committee  without a
meeting if all  members  thereof  consent  thereto  in writing or by  electronic
transmission,  and  the  writing  or  writings  or  electronic  transmission  or
transmissions  are filed with the minutes of the  proceedings of such committee.
Such filing shall be in paper form if the minutes are  maintained  in paper form
and shall be in  electronic  from if the minutes are  maintained  in  electronic
form.
 
     Section  3.  Unless  otherwise  determined  by  the  Board,  the  following
committees shall be established:  Nominating and Corporate Governance Committee,
Audit Committee and  Compensation  Committee.  The Board shall approve a charter
for each committee.  The Nominating Committee shall have authority (a) to review
any  nominations  for  election  to  the  Board  made  by a  stockholder  of the
Corporation  pursuant to Section  12C(ii) of Article II of these Bylaws in order
to determine  compliance  with such Bylaw  provision and (b) to recommend to the
Board nominees for election to the Board to replace those  Directors whose terms
expire at the annual meeting of stockholders next ensuing.
 
                               ARTICLE V. OFFICERS
 
     Section 1. At each annual  meeting of the Board,  the Board shall elect one
of its members as Chairman of the Board, who shall preside at its meetings.  The
Board may also elect one of its  members  as a Vice  Chairman  of the Board.  It
shall  elect a  President,  who  shall be the  Chief  Executive  Officer  unless
determined  otherwise,  one or more Vice Presidents,  a Chief Financial Officer,
and a Secretary. The Board may appoint a Chief Operating Officer, and such other
officers as they deem  necessary  for the proper  conduct of the business of the
Corporation.  Unless  prohibited by law, more than one office may be held by the
same person.  The term of office of all Officers  shall be until the next annual
election of Officers and until their respective  successors are chosen,  but any
Officer  may be removed  from  office at any time by the  affirmative  vote of a
majority of the authorized  number of Directors then  constituting  the Board of
Directors (without  prejudice to contract rights under any employment  agreement
that may have been entered into).  All Officers chosen by the Board of Directors
shall  have such  powers  and duties as  generally  pertain to their  respective
Offices,  subject to the specific  provisions  of this ARTICLE V. Such  officers
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shall also have such powers and duties as from time to time may be  conferred by
the Board of Directors or by any committee thereof.
 
     Section 2. The  Chairman  of the Board  shall  preside at  meetings  of the
Board.  He/she  shall be entitled to attend all Board  committee  meetings,  and
he/she  shall  perform  such  duties as usually  appertain  to the office of the
Chairman,  as the Board shall direct or as provided by law.  Either the Chairman
of the Board or the  President,  as  determined  by the Board,  shall preside at
stockholder  meetings.  In the absence of the  Chairman  of the Board,  the Vice
Chairman  of the  Board (if  elected),  or if there is no Vice  Chairman  of the
Board, the President, shall preside at Board meetings.
 
     Section  3. The  President  shall be the  Chief  Executive  Officer  of the
Corporation,  unless  otherwise  determined  by the Board,  and he/she  shall be
entitled to attend all Board committee  meetings.  Either the President,  or the
Chairman,  or the Vice Chairman (if elected),  as determined by the Board, shall
preside at all meetings of the  stockholders.  In the absence of the Chairman of
the Board,  and if elected,  a Vice Chairman of the Board,  the President  shall
preside at  meetings of the Board.  He/she  shall be  directly  responsible  for
engaging or dismissing any and all employees of the Corporation,  except such as
are engaged by action of the Board.  He/she shall have full  authority to direct
the operation and conduct of the  Corporation  under the direction of the Board.
He/she shall  perform  such other  duties as usually  appertain to the office of
President,  or as the Board or the Chairman  shall order and as provided by law.
Subject to the  direction of the Board of Directors,  the  President  shall have
power to sign all stock  certificates,  contracts and other  instruments  of the
Corporation  which are authorized  and shall have general  supervision of all of
the other Officers (other than the Chairman of the Board),  employees and agents
of the Corporation.
 
     Section 4. The Chief  Operating  Officer  shall work closely with the Chief
Executive Officer to develop the Corporation's strategic plan and to enhance the
efficiency,  profitability  and  day-to-day  operations  of all areas.  He shall
perform such other duties and exercise  such powers as may be properly  assigned
to him by the Board of Directors, the Chairman of the Board or the President and
Chief Executive  Officer.  The Chief Operating  Officer shall report directly to
the President and Chief  Executive  Officer.  He shall oversee all staff through
various direct reports.
 
         Section 5. The Vice Presidents shall perform the duties and exercise
the powers usually incident to their respective offices and/or such other duties
and powers as may be properly assigned to them by the Board of Directors, the
Chairman of the Board or the President and Chief Executive Officer. A Vice
President or Vice Presidents may be designated as Executive Vice President or
Senior Vice President.
 
     Section 6. The Chief Financial  Officer shall have the  responsibility  for
maintaining the financial records of the Corporation.  He or she shall make such
disbursements of the funds of the Corporation as are authorized and shall render
from  time to time an  account  of all such  transactions  and of the  financial
condition of the  Corporation.  The Chief  Financial  Officer shall also perform
such duties as generally  pertain to that office and such other duties as shall,
from time to time, be assigned by the Board,  the Chairman or the President.  In
<PAGE>
the absence of the Chief Financial  Officer,  his/her duties may be performed by
the  Treasurer  or  Controller,  or such other  officer  selected  by the Board.
Subject to the direction of the Board of Directors,  the Chief Financial Officer
shall have the power to sign all stock  certificates.  Section 7. The  Secretary
shall be the custodian of the seal of the Corporation.  He/she shall give notice
of all meetings of the  Corporation and of the Board, to the Directors as herein
and by law  provided.  He/she  shall  keep a record  of the  proceedings  of the
meetings of the Corporation  and of the Board.  He/she shall perform such duties
as may, from time to time, be assigned to him/her by the Board,  the Chairman or
the President. In the absence of the Secretary,  his/her duties may be performed
by any Assistant Secretary  appointed by the Board.  Subject to the direction of
the Board of  Directors,  the  Secretary  shall have the power to sign all stock
certificates.
 
     Section 8. All other  officers  shall have such  authority and perform such
duties as may be assigned to them by the Board, the Chairman or the President.
 
     Section  9.  In the  absence  or  disability  of the  President  and  Chief
Executive Officer,  the duties and  responsibilities  of his/her office shall be
performed  by those  persons,  and in the order,  set forth in the annual  Board
determination of executive succession.
 
     Section  10.  Unless  otherwise  directed  by the Board of  Directors,  the
President or any Officer of the  Corporation  authorized by the President  shall
have power to vote and otherwise act on behalf of the Corporation,  in person or
by proxy,  at any meeting of  stockholders  of or with respect to, any action of
stockholders  of any  other  corporation  in  which  this  Corporation  may hold
securities  and  otherwise  to exercise any and all rights and powers which this
Corporation  may possess by reason of its  ownership of securities in such other
corporation.
 
                               ARTICLE VI. POWERS
 
     This  Corporation  shall have all powers now or hereafter  conferred by the
laws of the State of Delaware,  both express and implied,  and such other powers
as are incidental  thereto,  and incidental or necessary to the operation of its
business and the attainment of its purpose.
 
                          ARTICLE VII. EMERGENCY POWERS
 
     Section  1.  In the  event  that  there  shall  occur  and be  declared  by
appropriate  governmental  authority a state of disaster  which shall be of such
severity as to prevent the conduct and management of the affairs and business of
the  Corporation  by its Directors  and officers as otherwise  provided in these
Bylaws,  the  officers  and  employees of this  Corporation  shall  continue the
affairs  of the  Corporation  under  such  guidance  from  the  Board  as may be
available  except  as to  matters  which  shall at that  time  require  specific
approval  of  the  Board  and  subject  to  confirmation   with  any  applicable
supervisory directives during this emergency.
 
     Section 2. In the event that such emergency as set forth in Section 1 above
is of  sufficient  severity  as to prevent the  conduct  and  management  of the
affairs of this Corporation by the full Board, then such members of the Board as
are available shall constitute the governing  authority of the Corporation until
such time as normal conditions are restored.
<PAGE>
     Section 3. In the event of such  emergency  as set forth in Section 1 above
and if the President of the  Corporation  is not available to perform his duties
as President of the Corporation,  then the authority and duties of the President
shall,  without further action of the Board, be  automatically  assumed by those
persons,  and in the  order,  set forth in the  annual  Board  determination  of
executive succession.
 
     Section  4.  Any one of the  above  persons  who,  in  accordance  with the
foregoing,  assumes the authority and duties of the President, shall continue to
serve until normal  conditions are restored,  or until the available  members of
the Board shall determine otherwise.
 
     Section 5. Any person, firm or corporation dealing with the Corporation may
accept a  certification  by any two officers  and/or  Directors that a specified
individual is acting as President or such other officer in accordance  with this
Article.  Any person,  firm or  corporation  accepting  such  certification  may
continue to consider it in full force and effect until  notified to the contrary
by  instrument  in writing  signed by any two officers  and/or  Directors of the
Corporation.
 
                          ARTICLE VIII. INDEMNIFICATION
 
     As set  forth  in the  Certificate  of  Incorporation  and  subject  to the
conditions contained therein, the Directors,  Officers,  employees and agents of
this Corporation, present or former, shall be entitled to indemnification to the
fullest  extent  permitted  by law, now or  hereinafter  enacted with respect to
expenses and liabilities  incurred in connection with any proceedings  involving
such  Director,  officer,  employee or agent by reason of his/her  activities in
connection with the Corporation.
 
                              ARTICLE IX. IMMUNITY
 
     As set  forth  in the  Certificate  of  Incorporation  and  subject  to the
conditions  contained therein,  no officer or Director of this Corporation shall
be  personally  liable to this  Corporation  for  breach of any duty owed to the
Corporation or the depositors of its savings bank subsidiary.
 
                                ARTICLE X. STOCK
 
     Section 1. Subject to the next sentence, each stockholder shall be entitled
to a certificate  signed by, or in the name of the  Corporation by, the Chairman
of the Board or the President,  and by the Secretary or any Assistant Secretary,
or the Chief Financial Officer,  certifying the number of shares owned by him or
her. Any or all of the signatures on the  certificate  may be by facsimile.  The
Board of Directors may provide by resolution or resolutions  that some or all of
any or all classes or series of its stock shall be  uncertificated  shares.  Any
such  resolution  shall not apply to shares  represented by a certificate  until
such certificate is surrendered to the Corporation.
<PAGE>
     Section 2. Transfers of stock shall be made only upon the transfer books of
the  Corporation  kept at an office of the  Corporation  or by  transfer  agents
designated  to  transfer  ownership  of  shares  of  the  Corporation   (whether
certificated  or  uncertificated).  Except  where a  certificate  is  issued  in
accordance  with Section 4 of this Article XI of these  Bylaws,  an  outstanding
certificate  for  the  number  of  shares  involved  shall  be  surrendered  for
cancellation before a new certificate is issued therefor.
 
     Section 3. In order that the  Corporation  may determine  the  stockholders
entitled to notice of or to vote at any meeting of  stockholders,  or to receive
payment of any dividend or other  distribution  or allotment of any rights or to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other  lawful  action,  the Board may fix a record  date,
which record date shall not precede the date on which the resolution  fixing the
record date is adopted  and which  record date shall not be more than sixty (60)
nor less than ten (10) days before the date of any meeting of stockholders,  nor
more  than  sixty  (60)  days  prior  to the  time  for  such  other  action  as
hereinbefore  described;  provided,  however, that if no record date is fixed by
the Board, the record date for determining stockholders entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of  business on the
day next preceding the day on which notice is given or, if notice is waived,  at
the close of business on the day next  preceding the day on which the meeting is
held,  and,  for  determining  stockholders  entitled to receive  payment of any
dividend or other  distribution or allotment of rights or to exercise any rights
of change,  conversion or exchange of stock or for any other purpose, the record
date shall be at the close of  business  on the day on which the Board  adopts a
resolution relating thereto.
 
     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided,  however,  that the Board may fix a new record date for the  adjourned
meeting.
 
     Section  4.  In  the  event  of  the  loss,  theft  or  destruction  of any
certificate  of stock,  another  may be issued  in its  place  pursuant  to such
regulations as the Board may establish  concerning  proof of such loss, theft or
destruction  and  concerning  the  giving  of a  satisfactory  bond or  bonds of
indemnity.
 
     Section  5. The  issue,  transfer,  conversion  and  registration  of share
ownership  shall  be  governed  by  such  other  regulations  as the  Board  may
establish.
 
                            ARTICLE XI. MISCELLANEOUS
 
     Section 1. In addition to the  provisions  for use of facsimile  signatures
elsewhere specifically  authorized in these Bylaws,  facsimile signatures of any
Officer or Officers of the Corporation may be used whenever and as authorized by
the Board.
 
     Section 2. The Board shall have the power to adopt or alter the Seal of the
Corporation.
<PAGE>
     Section 3. Each  Director,  each member of any committee  designated by the
Board,  and each Officer of the Corporation  shall, in the performance of his or
her  duties,  be fully  protected  in  relying  in good  faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or  statements  presented to the  Corporation  by any of its Officers or
employees,  or committees of the Board so designated,  or by any other person as
to matters  which such  Director or  committee  member  reasonably  believes are
within such other person's  professional  or expert  competence and who has been
selected with reasonable care by or on behalf of the Corporation.
 
     Section 4. In applying any provision of these Bylaws which requires that an
act be done or not be done a specified  number of days prior to an event or that
an act be done during a period of a specified  number of days prior to an event,
calendar days shall be used,  the day of the doing of the act shall be excluded,
and the day of the event shall be included.
 
 
                             ARTICLE XII. AMENDMENT
 
     Any amendment or revision of these Bylaws must be presented in writing at a
regular or special meeting of the Board of this  Corporation  provided notice of
the intention to amend or revise these Bylaws is given in writing to each member
of the Board at least  five (5) days  prior to the date set for the  meeting  at
which the revision or amendment is to be acted upon.
 
     To amend or revise  these  Bylaws,  the vote of at least a majority  of the
authorized  directorship of the Board is required or a vote of the  stockholders
as is provided in the Certificate of Incorporation.
 
 

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