CF

AMENDED AND RESTATED
BYLAWS
OF
CHARTER ONE FINANCIAL, INC.
(A Delaware Corporation)


ARTICLE I

OFFICES

SECTION 1. Registered Office. The registered office of Charter One
Financial, Inc. (hereinafter referred to as the "Corporation") within the State
of Delaware is Corporation Trust Center No. 1209 Orange Street, City of
Wilmington, County of New Castle, and the name of the registered agent at that
address in charge thereof is The Corporation Trust Company.

SECTION 2. Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board of
Directors may from time to time designate or the business of the Corporation may
require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be stated in the
notice of meeting or in a duly executed waiver thereof.

SECTION 2. Annual Meeting. The annual meeting of stockholders,
commencing with fiscal year 1988, shall be held on the first Wednesday of May in
each fiscal year, if not a legal holiday, and if a legal holiday, then on the
next succeeding day not a legal holiday, at 2:00 P.M., or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting or in a duly executed waiver thereof. At such
annual meeting, the stockholders shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting.

SECTION 3. Special Meetings. Special meetings of stockholders may only
be called as provided in Article NINTH of the Certificate of Incorporation.

SECTION 4. Notice of Meetings. Except as otherwise expressly required
by statute, written notice of each annual and special meeting of stockholders
stating the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to each stockholder of record entitled to vote thereat not less than ten (10)
nor more than sixty (60) days before the date of the meeting.


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Notice shall be given personally or by mail and, if by mail, shall be sent in a
postage prepaid envelope, addressed to the stockholder at his address as it
appears on the records of the Corporation. Notice by mail shall be deemed given
at the time when the same shall be deposited in the United States mail, postage
prepaid. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when such person attends the meeting in person or by
proxy for the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or
convened, or who, either before or after the meeting, shall submit a signed
written waiver of notice, in person or by proxy. Neither the business to be
transacted at, nor the purpose of, an annual or special meeting of stockholders
need be specified in any written waiver of notice.

SECTION 5. Stockholders List. The officer who has charge of the stock
transfer books of the Corporation shall prepare and make, in the time and manner
required by applicable law, a list of stockholders entitled to vote and shall
make such list available for such purposes, at such places, at such times and to
such persons as required by applicable law. The stock transfer books shall be
the only evidence as to the identity of the stockholders entitled to examine the
stock transfer books or to vote in person or by proxy at any meeting of
stockholders.

SECTION 6. Quorum, Adjournments. The holders of a majority of the
voting power of the issued and outstanding stock of the Corporation entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of stockholders, except
as otherwise provided by statute or by Article SIXTH of the Certificate of
Incorporation. The stockholders entitled to vote and present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders entitled to
vote to leave less than a quorum then present and represented. Any stockholders'
meeting, annual or special, whether or not a quorum is present or represented,
may be adjourned from time to time by the vote of the holders of a majority of
the stock entitled to vote thereat, the holders of which are either present in
person or represented by proxy, but in the absence of a quorum no other business
may be transacted at such meeting. At any adjourned meeting, at which a quorum
should be present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified, except for such
business as was duly transacted at any earlier meeting. If the adjournment is
for more than thirty (30) days, or if after adjournment a new record date is
set, a notice of the adjourned meeting shall be given as in the case of an
original meeting to each stockholder of record entitled to vote at the meeting.

SECTION 7. Organization. At each meeting of stockholders, the Chairman
of the Board or, in his absence or if one shall not have been elected, the
President or such other person as the Board of Directors may have designated

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shall call to order any meeting of the stockholders and act as chairman of the
meeting. The Secretary or, in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting shall act as
secretary of the meeting and keep the minutes thereof.

SECTION 8. Order of Business. The order of business and the procedure
at all meetings of the stockholders shall be as determined by the chairman of
the meeting, unless otherwise prescribed by law or regulation.

SECTION 9. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in his name on the record of stockholders of
the Corporation:

(a) on the date fixed pursuant to the provisions of Section 7
of Article V of these Bylaws as the record date for the determination
of the stockholders who shall be entitled to notice of and to vote at
such meeting; or

(b) if no such record date shall have been so fixed, then at
the close of business on the day next preceding the day on which notice
thereof shall be given, or, if notice is waived, at the close of
business on the date next preceding the day on which the meeting is
held.

Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy signed by such stockholder
or his attorney-in-fact, but no proxy shall be voted after three years from its
date, unless the proxy provides for a longer period. Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time designated in
the order of business for so delivering such proxies. When a quorum is present
at any meeting, the vote of the holders of a majority of the voting power of the
issued and outstanding stock of the Corporation entitled to vote thereon (after
giving effect, if applicable, to the provisions of Article SIXTH of the
Certificate of Incorporation), present in person or represented by proxy, shall
decide any question brought before such meeting, unless the question is one upon
which by express provision of statute or of the Certificate of Incorporation or
of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question. On a vote by
ballot, each ballot shall be signed by the stockholder voting, or by his proxy,
if there be such proxy, and shall state the number of shares voted.

SECTION 10. New Business. At an annual meeting of stockholders, only
such new business shall be conducted, and only such proposals shall be acted
upon as shall have been brought before the annual meeting (a) by, or at the
direction of, the majority of the Board of Directors, including a majority

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of the Continuing Directors, or (b) by any stockholder of the Corporation who
complies with the notice procedures set forth in this Section 10. For a proposal
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the scheduled
annual meeting, regardless of any postponements, deferrals or adjournments of
that meeting to a later date; provided, however, that if less than seventy (70)
days' notice or prior public disclosure of the date of the scheduled annual
meeting is given or made, notice by the stockholder, to be timely, must be so
delivered or received not later than the close of business on the tenth (10th)
day following the earlier of the day on which such notice of the date of the
scheduled annual meeting was mailed or the day on which such public disclosure
was made. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business and any other stockholder who is the record or Beneficial Owner of
any equity security of the Corporation known by such stockholder to be
supporting such proposal, (c) the class and number of shares of the
Corporation's equity securities which are Beneficially Owned and owned of record
by the stockholder giving the notice on the date of such stockholder notice and
by any other record or Beneficial Owners of the Corporation's equity securities
known by such stockholder to be supporting such proposal on the date of such
stockholder notice, and (d) any financial or other interest of the stockholder
in such proposal.

A majority of the Continuing Directors may reject any stockholder
proposal not timely made in accordance with the terms of this Section 10. If a
majority of the Continuing Directors determines that the information provided in
a stockholder's notice does not satisfy the informational requirements of this
Section 10 in any material respect, the Secretary of the Corporation shall
promptly notify such stockholder of the deficiency in the notice. The
stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of time, not to
exceed five days from the date such deficiency notice is given to the
stockholder, as the majority of the Continuing Directors shall reasonably
determine. If the deficiency is not cured within such period, or if the majority
of the Continuing Directors determines that the additional information provided
by the stockholder, together with information previously provided, does not
satisfy the requirements of this Section 10 in any material respect, then a
majority of the Continuing Directors may reject such stockholder's proposal. The
Secretary of the Corporation shall notify a stockholder in writing whether his
proposal has been made in accordance with the time and information requirements

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of this Section 10. Notwithstanding the procedures set forth in this paragraph,
if the majority of the Continuing Directors does not make a determination as to
the validity of any stockholder proposal, the presiding officer of the annual
meeting shall determine and declare at the annual meeting whether the
stockholder proposal was made in accordance with the terms of this Section 10.
If the presiding officer determines that a stockholder proposal was not made in
accordance with the terms of this Section 10, he shall so declare at the annual
meeting and any such proposal shall not be acted upon at the annual meeting.

This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

SECTION 11. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies, and shall receive votes or ballots, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes or ballots, determine the results, and do
such acts as are proper to conduct the election or vote with fairness to all
stockholders. If more than one inspector has been appointed, the decision, act
or certificate of a majority of the inspectors is effective in all respects as
the decision, act or certificate of all of the inspectors. On request of the
chairman of the meeting, the inspectors shall make a report in writing of any
challenge, request or matter determined by them and shall execute a certificate
of any fact found by them. No director or candidate for the office of director
shall act as an inspector of an election of directors. Inspectors need not be
stockholders.

SECTION 12. Action by Consent. As provided in the Certificate of
Incorporation, the stockholders of the Corporation shall not be entitled to take
action by written consent in lieu of taking such action at an annual or special
meeting of stockholders.

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ARTICLE III

BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors, except as
provided in the Certificate of Incorporation and these Bylaws. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the Continuing
Directors or the stockholders.

SECTION 2. Number, Qualifications, Election and Term of Office. The
number of directors constituting the initial Board of Directors shall be
sixteen. Thereafter, the number of directors may be fixed, from time to time,
pursuant to a resolution adopted by the affirmative vote of a majority of the
Continuing Directors, as that term is defined in Article FIFTH of the
Certificate of Incorporation. The election of directors, the division of
directors into separate classes and the terms of directors, shall be provided in
Article SEVENTH of the Certificate of Incorporation. The majority of the Board
of Directors shall be independent directors. An "independent director" shall
mean a director who:

(i) has not been employed by the Company in an executive capacity
within the last five (5) years;
(ii) is not, and is not affiliated with a company that is, an advisor
or consultant to the Company, or a significant customer or
supplier of the Company;
(iii) has no personal services contract(s) with the Company or the
Company's senior management;
(iv) is not affiliated with a not-for-profit entity that receives
significant contributions from the Company;
(v) within the last five(5) years, has not had any business
relationship with the Company for which the Company has been
required to disclose the amount of fees, or other consideration
paid, under the Securities and Exchange Commission disclosure
regulations;
(vi) is not employed by a public company at which an executive
officer of the Company serves as a director;
(vii) has not had a relationship described in (i) through (vi) above
with any affiliate of the Company;
(viii) is not a member of the immediate family of any person described
in (i) through (vii) above.

SECTION 3. Nominations of Directors. Nominations of candidates for
election as directors at any annual meeting of stockholder may be made (i) by,
or at the direction of, a majority of the Board of Directors, including a
majority of the Continuing Directors or (ii) by any stockholder of record
entitled to vote at such annual meeting. Only persons nominated in accordance
with procedures set forth in this Section 3 shall be eligible for election as
directors at an annual meeting.

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Nominations, other than those made by, or at the direction of, a
majority of the Board of Directors, including a majority of the Continuing
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Section 3. To be timely, a stockholder's
notice shall be delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the date of the date of the scheduled annual meeting,
regardless of postponements, deferrals, or adjournments of that meeting to a
later date; provided, however, that if less than seventy (70) days' notice or
prior public disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder to be timely must be so delivered or received
not later than the close of business on the tenth (10th) day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public disclosure was made. Such
stockholder's notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election as a director (a) the name, age, business
address and residence address of such person, (b) the principal occupation or
employment of such person, (c) the class and number of shares of the
Corporation's equity securities which are Beneficially Owned by such person on
the date of such stockholder notice and (d) any other information relating to
such person that would be required to be disclosed pursuant to Regulation 13D
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in
connection with the acquisition of shares, and pursuant to Regulation 14A under
the Exchange Act, in connection with the solicitation of proxies with respect to
nominees for election as directors, regardless of whether such person is subject
to the provisions of such regulations, including, but not limited to,
information required to be disclosed by Items 4(b) and 6 of Schedule A of
Regulation 14A and information which would be required to be filed on Schedule B
of Regulation 14A with the Securities and Exchange Commission (as such Items and
Schedules are in effect on the date hereof and such additional information
required by those provisions or successor provisions adopted after the date
hereof); and (ii) as to the stockholder giving the notice (a) the name and
address, as they appear on the Corporation's books, of such stockholder and any
other stockholder who is a record or Beneficial Owner of any equity securities
of the Corporation and who is known by such stockholder to be supporting such
nominee(s) and (b) the class and number of shares of the Corporation's equity
securities which are Beneficially Owned and owned of record by such stockholder
on the date of such stockholder notice and the number of shares of the
Corporation's equity securities Beneficially Owned and owned of record by any
Person known by such stockholder to be supporting such nominee(s) on the date of
such stockholder notice. At the request of a majority of the Board of Directors,
including a majority of the Continuing Directors, any person nominated by, or at
the direction of, the Board of Directors for election as a director at an annual
meeting shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. Ballots bearing the names of all the persons who have been

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nominated for election as directors at an annual meeting in accordance with the
procedures set forth in this Section 3 shall be provided for use at the annual
meeting.

A majority of the Continuing Directors may reject any nomination by a
stockholder not timely made in accordance with the requirements of this Section
3. If a majority of the Continuing Directors determines that the information
provided in a stockholder's notice does not satisfy the informational
requirements of this Section 3 in any material respect, the Secretary of the
Corporation shall promptly notify such stockholder of the deficiency in the
notice. The stockholder shall have an opportunity to cure the deficiency by
providing additional information to the Secretary within such period of time,
not to exceed five (5) days, from the date such deficiency notice is given to
the stockholder, as a majority of the Continuing Directors shall reasonably
determine. If the deficiency is not cured within such period, or if a majority
of the Continuing Directors reasonably determines that the additional
information provided by the stockholder, together with the information
previously provided, does not satisfy the requirements of this Section 3 in any
material respect, then a majority of the Continuing Directors may reject such
stockholder's nomination. The Secretary of the Corporation shall notify a
stockholder in writing whether his nomination has been made in accordance with
the time and informational requirements of this Section 3. Notwithstanding the
procedure set forth in this Section 3, if the majority of the Continuing
Directors does not make a determination as to the validity of any nominations by
a stockholder, the presiding officer of the annual meeting shall determine and
declare at the annual meeting whether a nomination was not made in accordance
with the terms of this Section 3. If the presiding officer determines that a
nomination was not made in accordance with the terms of this Section 3, he shall
so declare at the annual meeting and the defective nomination shall be
disregarded.

SECTION 4. Place of Meetings. Meetings of the Board of Directors shall
be held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.

SECTION 5. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of the
other business, as soon as practicable after each annual meeting of
stockholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors may
be held at such other time or place, within or without the State of Delaware, as
shall be specified in a notice thereof given as hereinafter provided in Section
8 of this ARTICLE III.


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SECTION 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these Bylaws.

SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be called by (i) the Chairman of the Board, (ii) the President or (iii) by
the Secretary on the written request of a majority of the members of the Board
of Directors, including a majority of the Continuing Directors.

SECTION 8. Notice of Meetings. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 8, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these Bylaws, such notice need not sate the
purpose or purposes of such meeting. Notice of each such meeting shall be
mailed, postage prepaid, to each director, addressed to him at his residence or
usual place of business, by first class mail, at least four (4) days before the
time of the meeting, or shall be sent addressed to him at such place by
telegraph, cable, telex, telecopier or other similar means, or be delivered to
him personally or be given to him by telephone or other similar means, at least
twelve (12) hours before the time of the meeting. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting, except when
he shall attend for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

SECTION 9. Quorum and Manner of Acting. At all meetings of the Board of
Directors, one-third (1/3) of the total number of directors, including at least
a majority of the Continuing Directors then in office shall be necessary and
sufficient to constitute a quorum for the transaction of business, and, except
as otherwise expressly required by statute or the Certificate of Incorporation
or these Bylaws, the act of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum at any meeting of the Board of Directors, a majority of the
directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to all
of the directors unless such time and place were announced at the meeting at
which the adjournment was taken, in which case such notice shall only be given
to the directors who were not present thereat. At any adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The directors shall act only as

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a Board and the individual directors shall have no power as such.

SECTION 10. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
its tender. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

SECTION 11. Newly Created Directorships and Vacancies. Any vacancies on
the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office, an increase in the number of authorized
directors, or other cause shall be filled as provided in Article SEVENTH of the
Certificate of Incorporation.

SECTION 12. Removal of Directors. A director may be removed only as
provided in Article SEVENTH of the Certificate of Incorporation.

SECTION 13. Compensation. Each director shall receive such fees and
other compensation, along with reimbursement of expenses incurred on behalf of
the Corporation or in connection with attendance at meetings, as the Board of
Directors may from time to time determine. No such payment of fees or other
compensation shall preclude any director from serving the Corporation in any
other capacity and receiving fees and compensation for such services.

SECTION 14. Committees. Unless restricted by the Certificate of
Incorporation, the Board of Directors may, by resolution passed by a majority of
the entire Board of Directors, including a majority of the Continuing Directors,
designate one or more committees, including an executive committee, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. Except to the extent restricted by statute or the Certificate
of Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the
Board of Director and may authorize the seal of the Corporation to be affixed to
all papers which require it. Each such committee shall serve at the pleasure of
the Board of Directors and have such name as may be determined from time to time
by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors.
Members of either standing or special committees shall receive such fees and
other compensation, along with reimbursement of expenses incurred on behalf of
the Corporation or in connection with attendance of meetings, as the Board of
Directors may from time to time determine. No such payment of fees or

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compensation shall preclude any member of a committee from serving the
corporation in any other capacity and receiving fees and compensation for such
services.

SECTION 15. Action by Consent. Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board of Directors or such committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of the Board of Directors or such committee, as
the case may be.

SECTION 16. Telephonic Meeting. Any one or more members of the Board of
Directors or any committee of the Board of Directors may participate in a
meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

SECTION 17. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action is taken shall be
presumed to have assented to the action taken unless his dissent or abstention
shall be entered in the minutes of the meeting or unless he 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 Corporation 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 18. Directors, Executive Officers and Committees. In accordance
with Section 6.4 of the Agreement and Plan of Merger by and between the
Corporation and FirstFed Michigan Corporation, dated May 30, 1995 (the
"Agreement"), the following provisions shall govern directors, executive
officers and committees to the exclusion of any provision in these bylaws to the
contrary. Terms capitalized but not otherwise defined in this Section shall have
the meaning given to them in the Agreement.

(a) At the Company Merger Effective Time, the Board of Directors of
Charter as the Surviving Corporation shall be fixed at either 16 directors, if
the shareholders of Charter at the Charter Stockholders Meeting approve the
amendment to Article Seventh of Charter's Restated Certificate of Incorporation
increasing the maximum number of directors to 16 persons by the requisite vote,
or 14 directors, if such amendment is not approved by the requisite vote, (the
"Initial Directors"), one-half of whom in either case shall be selected by the
Board of Directors of Charter and one-half of whom shall be selected by the
Board of Directors of FirstFed, in each case prior to the Company Merger
Effective Time. As soon as practicable, the Boards of Directors of Charter and
FirstFed shall each select those persons it is to select who are to serve on the

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Board of Directors of Charter as the Surviving Corporation. Thereafter, Charter
and FirstFed shall agree as to the class and term for each of the persons so
selected as a director (it being the intention that to the greatest extent
practicable, the Charter and FirstFed directors shall serve in equal number in
each of the Surviving Corporation's three classes of directors). Charter and its
Board of Directors shall take all necessary corporate action prior to the
Company Merger Effective Time to effectuate this agreement of the parties
including the election of the designated persons as directors of Charter as the
Surviving Corporation, effective at the Company Merger Effective Time, for the
agreed upon classes and terms. For a period of four years following the Company
Merger Effective Time, Charles J. Koch and Jerome L. Schostak shall serve as the
Chairman and Vice Chairman, respectively, of the Board of Directors of Charter
as the Surviving Corporation.

(b) It is the intention of Charter and FirstFed, and their respective
Boards of Directors, that until at least the fourth anniversary of the Company
Merger Effective Time, the Board of Directors of Charter as the Surviving
Corporation (and each of the committees thereof other than the Executive
Committee) shall consist of an equal number of persons serving on or
representing the Boards of Directors of Charter and FirstFed, respectively,
prior to the Company Merger Effective Time. In this regard, if any Initial
Director (or successor thereto) does not continue to serve as a director of the
Surviving Corporation for any reason whatsoever during such four year period (a
"Departing Director"), his/her successor will be the person recommended (i) in
the case of a Departing Director who either was a director of Charter prior to
the Company Merger Effective Time or was a successor to such a director, by the
remaining directors of Charter as the Surviving Corporation who prior to the
Company Merger Effective Time served as directors of Charter and, if applicable,
any successors to those Charter directors or (ii) in the case of a Departing
Director who either was a director of FirstFed prior to the Company Merger
Effective Time or was a successor to such a director, by the remaining directors
of Charter as the Surviving Corporation who prior to the Company Merger
Effective Time served as directors of FirstFed and, if applicable, any
successors to those FirstFed directors. Charter and the Surviving Corporation
shall take all necessary corporate action, whether prior or subsequent to the
Company Merger Effective Time, to effectuate this agreement of the parties and,
after the Company Merger Effective Time, Charter's Board of Directors (or
committee thereof) will nominate, support the solicitation of proxies in favor
of, and otherwise actively use its best efforts to secure the election of
directors on a basis consistent with the foregoing.

(c) For a period of four years following the Company Merger Effective
Time, a vote of two-thirds of the entire Board of Directors of the Surviving
Corporation shall be necessary to approve (i) any amendment to the Restated
Certificate of Incorporation or Bylaws of the Surviving Corporation, (ii) any
merger, acquisition, sale of substantially all of its assets or other

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extraordinary corporate transaction involving the Surviving Corporation,
Charter Bank or any other significant financial institution subsidiary of
Charter as the Surviving Corporation or (iii) the dismissal or replacement of
any of the executive officers of Charter as the Surviving Corporation or Charter
Bank or other significant financial institution subsidiary. Charter and the
Surviving Corporation shall take all necessary corporate action, whether prior
or subsequent to the Company Merger Effective Time, to effectuate this agreement
of the parties. Notwithstanding anything to the contrary herein, amendment to
the Restated Certificate of Incorporation or Bylaws of Charter or the Surviving
Corporation specifically provided for or contemplated in this Agreement shall
require the vote of directors as set forth in Charter's Restated Certificate of
Incorporation or Bylaws.

(d) After the Company Merger Effective Time, those persons who served
as directors of either Charter or FirstFed prior to the Company Merger Effective
Time and who do not become the Initial Directors shall serve (unless such person
determines not to serve) as directors emeriti of Charter as the Surviving
Corporation with benefits at least as favorable as those currently provided to
directors emeriti of Charter.

(e) For a period of four years following the Company Merger Effective
Time, regularly scheduled meetings of the Board of Directors of Charter as the
Surviving Corporation shall be held such that there shall be equal numbers of
meetings during any such year at sites as selected by the Initial Directors who
were previously directors of Charter (including their successors) and at sites
as selected by the Initial Directors who were previously directors of FirstFed
(including their successors). Charter and the Surviving Corporation shall take
all necessary corporate action, whether prior or subsequent to the Company
Merger Effective Time, to effectuate this agreement of the parties.

(f) The fees and benefits to be received by the directors of Charter as
the Surviving Corporation shall be no less favorable than those currently
provided for directors of either Charter or FirstFed, whichever is greater. In
addition, the Initial Vice Chairman of the Board of Charter as the Surviving
Corporation shall receive compensation in an amount equal to one hundred fifteen
percent (115%) of the compensation he is currently receiving as Chairman of
FirstFed's executive committees.

(g) The Executive Officers of the Surviving Corporation following the
Company Merger Effective Time shall beCharles J. Koch - Chairman of the Board,
President and Chief Executive Officer; Richard W. Neu - Senior Vice President
and Treasurer; John D. Koch - Senior Vice President; Mark D. Grossi - Senior
Vice President; and Robert J. Vana - Chief Corporate Counsel and Secretary.

(h) For a period of at least four years following the Company Merger
Effective Time, the Board of Directors of Charter as the Surviving Corporation
shall have a five person Executive Committee and such other committees as the

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Board shall establish in accordance with Section 141 of the DGCL, Charter's
Certificate of Incorporation and the Bylaws. The five members of the Executive
Committee effective at the Company Merger Effective Time shall be Messrs.
Charles J. Koch (who shall be the Chairman of the Executive Committee), Jerome
L. Schostak, John D. Koch, Mark D. Grossi and Richard W. Neu and they shall each
serve for a period of four years from the Company Merger Effective Time. The
Executive Committee shall not have such power or authority as is specifically
excluded to it pursuant to Section 141 of the DGCL. The Executive Committee
shall act by majority vote to carry out the policies, plans, practices and
directions previously approved by the Board of Directors (or those approved by
eighty percent (80%) of the members of the Executive Committee) and to otherwise
enable Charter, as the Surviving Corporation, to conduct its business in the
normal and regular course consistent with Charter's then current policies,
plans, practices and directions. All other determinations by the Executive
Committee shall require the affirmative vote of eighty percent (80%) of its
members. Prior to the Company Merger Effective Time, Charter and FirstFed shall
reasonably agree as to the initial members of each other committee of the Board
of Directors of Charter as the Surviving Corporation. Each of such committees
(other than the Executive Committee) shall have an even number of members, and
at the Company Merger Effective Time and for four years thereafter, one-half of
the members of each such other committee shall consist of directors who served
as directors of Charter prior to the Company Merger Effective Time (or their
successors) and the other half shall consist of directors who served as
directors of FirstFed prior to the Company Merger Effective Time (or their
successors).

(i) Notwithstanding anything to the contrary, none of the persons who
serve as directors of FirstFed shall be subject to an age restriction relating
to service as a director of the Corporation.

(j) This section shall expire on the fourth anniversary of the Company
Merger Effective Time.

ARTICLE IV

OFFICERS

SECTION 1. Number and Qualifications. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board held after each annual meeting of stockholders, or as soon thereafter as
possible, and shall include the President, one or more Vice Presidents, the
Secretary and the Treasurer. If the Board of Directors wishes, it may also elect
as an officer of the Corporation a Chairman of the Board and may elect other
officers (including one or more Assistant Treasurers and one or more Assistant
Secretaries) as may be necessary or desirable for the business of the
Corporation. Any two or more offices may be held by the same person, and no
officer except the Chairman of the Board and the President need be a director.

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Each officer shall hold office until his successor shall have been duly elected
and qualified, or until his death, resignation or removal, as hereinafter
provided in these Bylaws. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, shall be filled only by a majority vote
of the Board of Directors for the unexpired portion of the term.

SECTION 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

SECTION 3. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof, but such removal, other than for cause (as defined in any
contract between the officer and the Corporation), shall be without prejudice to
the contract rights, if any, of the person so removed.

SECTION 4. Chairman of the Board. The Chairman of the Board, if one
shall have been elected, shall be a member of the Board, may be the chief
executive officer of the Corporation and, if present, shall preside at each
meeting of the Board of Directors or the stockholders. He shall advise and
counsel with the President, and in his absence with other executives of the
Corporation, and shall perform such other duties as may from time to time be
assigned to him by the Board of Directors.

SECTION 5. The President. The President may be the chief executive
officer of the Corporation. He shall, in the absence of the Chairman of the
Board or if a Chairman of the Board shall not have been elected, preside at each
meeting of the Board of Directors or the stockholders. He shall perform all
duties incident to the office of President and chief executive officer and such
other duties as may from time to time be assigned to him by the Board of
Directors.

SECTION 6. Vice President. Each Vice President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors or
the President. At the request of the President or in his absence or in the event
of his inability or refusal to act, the Vice President, or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Vice Presidents in the
order of their election), shall perform the duties of the President, and, when
so acting, shall have the powers of and be subject to the restrictions placed
upon the President in respect of the performance of such duties.


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SECTION 7. Treasurer. The Treasurer shall

(a) have charge and custody of, and be responsible for, all
the funds and securities of the Corporation;

(b) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;

(c) deposit all moneys and other valuables to the credit of
the Corporation in such depositaries as may be designated by the Board
of Directors or pursuant to its direction;

(d) receive, and give receipts for, moneys due and payable to
the Corporation from any source whatsoever;

(e) disburse the funds of the Corporation and supervise the
investments of its funds, taking proper vouchers therefor;

(f) render to the Board of Directors, whenever the Board of
Directors may require, an account of the financial condition of the
Corporation; and

(g) in general, perform all duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to
him by the Board of Directors.

SECTION 8. Secretary. The Secretary shall

(a) keep or cause to be kept in one or more books provided for
the purpose, the minutes of all meetings of the Board of Directors, the
committees of the Board of Directors and the stockholders;

(b) see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law;

(c) be custodian of the records and the seal of the
Corporation and affix and attest the seal to all certificates for
shares of the Corporation (unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter provided) and affix
and attest the seal to all other documents to be executed on behalf of
the Corporation under its seal;

(d) see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are
properly kept and filed; and

(e) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to
him by the Board of Directors.

SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined

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by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

SECTION 10. The Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

SECTION 11. Officers' Bonds or Other Security. If required by the Board
of Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
as the Board of Directors may require.

SECTION 12. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.

ARTICLE V

STOCK CERTIFICATES AND THEIR TRANSFER

SECTION 1. Stock Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman of the Board or the President or a Vice President
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation. If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restriction of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the designations, preferences
and relative, participating, optional or other special rights of each class of

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stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

SECTION 2. Facsimile Signatures. Any or all of the signatures on a
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 3. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to indemnify it
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer, including,
without limitation, the restrictions on transfer set forth in Article FIFTH of
the Certificate of Incorporation. Whenever any transfer of stock shall be made
for collateral security, and not absolutely, it shall be so expressed in the
entry of transfer if, when the certificates are presented to the Corporation for
transfer, both the transferor and the transferee request the Corporation to do
so. Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon.

SECTION 5. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.

SECTION 6. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for

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shares of stock of the Corporation.

SECTION 7. Fixing the Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, a majority of the Board of
Directors, including a majority of the Continuing Directors, may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. 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 of Directors may fix a new record
date for the adjourned meeting.

SECTION 8. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its records as the
owner of shares of stock to receive dividends and to vote as such owner, shall
be entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of stock on the
party of any other person, whether or not its shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

SECTION 1. Dividends. Subject to the provisions of statute and the
Certificate of Incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by statute or the Certificate of
Incorporation.

SECTION 2. Seal. The seal of the Corporation shall be in such form as
shall be approved by the Board of Directors.

SECTION 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed, and once fixed, may thereafter be changed, by resolution of the Board of
Directors. The Corporation shall be subject to an annual audit as of the end of
its fiscal year by independent public accountants appointed by and responsible
to the Board of Directors. The appointment of such accountants shall be subject
to annual ratification by the stockholders.


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SECTION 4. Checks, Notes, Drafts, Etc. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.

SECTION 5. Execution of Contracts, Deeds, Etc. The Board of Directors
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.

SECTION 6. Voting of Stock in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board or
the President, from time to time, may (or may appoint one or more attorneys or
agents to) cast the votes which the Corporation may be entitled to cast as a
stockholder or otherwise in any other corporation, any of whose shares or
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation. In the event one or more
attorneys or agents are appointed, the Chairman of the Board or the President
may instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent. The Chairman of the Board or the President may, or
may instruct the attorneys or agents appointed to, execute or cause to be
executed in the name and on behalf of the Corporation and under its seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the circumstances.

ARTICLE VII

DEFINITIONS

Capitalized terms in these Bylaws, not otherwise defined in these
Bylaws, have the meanings assigned to them in the Certificate of Incorporation.

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended or repealed or new bylaws adopted as
provided in Article FIFTEENTH of the Certificate of Incorporation.

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