EXHIBIT 3.2



                                   BY-LAWS OF

                         WARWICK COMMUNITY BANCORP, INC.



                      AS AMENDED BY THE BOARD OF DIRECTORS
                                  MARCH 7, 2001

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                     OFFICES

Section 1.     Registered Office...............................................1
Section 2.     Additional Offices..............................................1

                                   ARTICLE II

                                  SHAREHOLDERS

Section 1.     Place of Meetings...............................................1
Section 2.     Annual Meetings.................................................1
Section 3.     Special Meetings................................................1
Section 4.     Notice of Meetings..............................................1
Section 5.     Waiver of Notice................................................2
Section 6.     Fixing of Record Date...........................................2
Section 7.     Quorum..........................................................2
Section 8.     Conduct of Meetings.............................................2
Section 9.     Voting; Voting of Shares in the Name of Two or More Persons.....3
Section 10.    Proxies.........................................................3
Section 11.    Inspectors of Election..........................................3
Section 12.    Procedure for Nominations.......................................4
Section 13.    Substitution of Nominees........................................5
Section 14.    New Business....................................................5

                                   ARTICLE III

                                  CAPITAL STOCK

Section 1.     Certificates of Stock...........................................6
Section 2.     Transfer Agent and Registrar....................................6
Section 3.     Registration and Transfer of Shares.............................6
Section 4.     Lost, Destroyed and Mutilated Certificates......................7
Section 5.     Holder of Record................................................7

                                   ARTICLE IV

                               BOARD OF DIRECTORS

Section 1.     Responsibilities; Number of Directors...........................7
Section 2.     Qualifications..................................................7


                               Company By-Laws - i
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Section 3.     Age Limitation of Directors.....................................7
Section 4.     Regular and Annual Meetings.....................................7
Section 5.     Special Meetings................................................7
Section 6.     Notice of Meetings; Waiver of Notice............................8
Section 7.     Conduct of Meetings.............................................8
Section 8.     Quorum and Voting Requirements..................................8
Section 9.     Informal Action by Directors....................................8
Section 10.    Registration....................................................9
Section 11.    Vacancies.......................................................9
Section 12.    Compensation....................................................9
Section 13.    Amendments Concerning the Board.................................9

                                    ARTICLE V

                                   COMMITTEES

Section 1.     Standing Committees.............................................9
Section 2.     Executive Committee.............................................9
Section 3.     Audit Committee................................................10
Section 4.     Compensation Committee.........................................10
Section 5.     Other Committees...............................................11

                                   ARTICLE VI

                                    OFFICERS

Section 1.     Designation of Executive Officers..............................11
Section 2.     Term of Office and Removal.....................................11
Section 3.     Chairman of the Board..........................................11
Section 4.     Chief Executive Officer........................................12
Section 5.     President......................................................12
Section 6.     Chief Operating Officer........................................12
Section 7.     Vice Presidents................................................12
Section 8.     Secretary......................................................12
Section 9.     Treasurer......................................................13
Section 10.    Other Officers.................................................13
Section 11.    Compensation of Officers.......................................13

                                   ARTICLE VII

                                    DIVIDENDS.................................13

                                  ARTICLE VIII

                                   AMENDMENTS.................................13


                              Company By-Laws - ii
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                                     BY-LAWS

                                       OF

                         WARWICK COMMUNITY BANCORP, INC.



                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office of Warwick
Community Bancorp, Inc. (the "Corporation") in the State of Delaware shall be in
the City of Wilmington, County of New Castle.

         SECTION 2. ADDITIONAL OFFICES. The Corporation may also have offices
and places of business at such other places, within or without the State of
Delaware, as the Board of Directors (the "Board") may from time to time
designate or the business of the Corporation may require.

                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 1. PLACE OF MEETINGS. Meetings of shareholders of the
Corporation shall be held at such place, within or without the State of
Delaware, as may be fixed by the Board and designated in the notice of meeting.
If no place is so fixed, such meetings shall be held at the principal
administrative office of the Corporation.

         SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders of the
Corporation for the election of directors and the transaction of any other
business which may properly come before such meeting shall be held each year on
a date and at a time to be designed by the Board.

         SECTION 3. SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, may be called at any time only by the Chairman, if one has
been elected by the Board, the Chief Executive Officer or by resolution of at
least three-fourths of the Directors then in office. Special meetings shall be
held on the date and at the time and place as may be designated by the Board. At
a special meeting, no business shall be transacted and no corporate action shall
be taken other than that stated in the notice of meeting.

         SECTION 4. NOTICE OF MEETINGS. Except as otherwise required by law,
written notice stating the place and hour of any meeting of shareholders and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered to each shareholder of record entitled to vote at
such meeting, either personally or by mail not less than ten (10) nor more than
sixty (60) days before the


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date of such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the U.S. mail, with postage thereon prepaid, addressed to the
shareholder at his or her address as it appears on the stock transfer books or
records of the Corporation as of the record date prescribed in Section 6 of this
Article II, or at such other address as the shareholder shall have furnished in
writing to the Secretary. Notice of any special meeting shall indicate that the
notice is being issued by or at the direction of the person or persons calling
such meeting. When any meeting of shareholders, either annual or special, is
adjourned to another time or place, no notice of the adjourned meeting need be
given, other than an announcement at the meeting at which such adjournment is
taken giving the time and place to which the meeting is adjourned; PROVIDED,
however, that if the adjournment is for more than thirty (30) days, or, if after
adjournment, the Board fixes a new record date for the adjournment meeting,
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.

         SECTION 5. WAIVER OF NOTICE. Notice of any annual or special meeting
need not be given to any shareholder who submits a signed waiver of notice of
any meeting, in person or by proxy or by his or her duly authorized
attorney-in-fact, whether before or after the meeting. The attendance of any
shareholder at a meeting, in person or by proxy, shall constitute a waiver of
notice by such shareholder, except where a shareholder attends a meeting 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 6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or in order to
make a determination of shareholders for any other proper purpose, the Board
shall fix a date as the record date for any such determination of shareholders,
which date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board. Such date in any case shall be not more
than sixty (60) days and, in the case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 6, such determination shall, unless otherwise provided
by the Board, also apply to any adjournment thereof. If no record date is fixed,
(a) the record date for determining shareholders entitled to notice of or vote
at a meeting of shareholders shall be at the close of business on the day next
preceding the day on which the notice is given, or, if notice is waived, at the
close of the business on the day next preceding the date on which the 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 (b) the record date for
determining shareholders for any other purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.

         SECTION 7. QUORUM. The holders of record of a majority of the total
number of votes eligible to be cast in the election of directors, represented in
person or by proxy, shall constitute a quorum for the transaction of business at
a meeting of shareholders, except as otherwise provided by law, these By-Laws or
the Certificate of Incorporation. If less than a majority of such total number
of votes is presented at a meeting, a majority of the number of votes so
represented may adjourn the meeting from time to time without further notice,
PROVIDED, that if such adjournment is for more than thirty (30) days, a notice
of the adjourned meeting shall be given to each shareholder of record entitled
to vote at the meeting. At such


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adjourned meeting at which a quorum is present, any business may be transacted
that might have been transacted at the meeting as originally called. When a
quorum is once present to organize a meeting of shareholders, such quorum is not
broken by the subsequent withdrawal of any shareholders.

         SECTION 8. CONDUCT OF MEETINGS. The Chairman shall serve as chairman at
all meetings of the shareholders or, if a Chairman has not been elected by the
Board or the Chairman is absent or otherwise unable to so serve, the President
shall serve as chairman. If the President is absent or otherwise unable to so
serve, such other person as shall be appointed by a majority of the entire Board
shall serve as chairman at any meeting of shareholders held in such absence. The
Secretary or, in his or her absence, such other person as the chairman of the
meeting shall appoint, shall serve as secretary of the meeting. The chairman of
the meeting shall conduct all meetings of the shareholders in accordance with
the best interests of the Corporation and shall have the authority and
discretion to establish reasonable procedural rules for the conduct of such
meetings, including such regulation of the manner of voting and the conduct of
discussion as he or she shall deem appropriate. The chairman of the meeting
shall also have the authority to adjourn the meeting from time to time and from
place to place as he or she may deem necessary and in the best interests of the
Corporation.

         SECTION 9. VOTING; VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS.
Except for the election of directors or as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, at all meetings of shareholders,
all matters shall be determined by a vote of the holders of a majority of the
number of votes eligible to be cast by the holders of the outstanding shares of
capital stock of the Corporation present and entitled to vote thereat. Directors
shall, except as otherwise required by law, these By-Laws or the Certificate of
Incorporation, be elected by a plurality of the votes cast by each class of
shares entitled to vote at a meeting of shareholders, present and entitled to
vote in the election.

         If ownership of a share of voting stock of the Corporation stands in
the name of two or more persons, in the absence of written directions to the
Corporation to the contrary, any one or more of such shareholders may cast, in
person or by proxy, all votes to which such ownership is entitled. If an attempt
is made to cast conflicting votes 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. If such conflicting votes are evenly split
on any particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery of Delaware or such other court as may have
jurisdiction to appoint an additional person to act with the persons so voting
the shares, which shall then be voted as determined by a majority of such
persons and the person appointed by the Court.

         SECTION 10. PROXIES. Each shareholder entitled to vote at any meeting
may vote either in person or by proxy. Unless otherwise specified in the
Certificate of Incorporation or in a resolution, or resolutions, of the Board
providing for the issuance of preferred stock, each shareholder entitled to vote
shall be entitled to one vote for each share of capital stock registered in his
or her name on the transfer books or records of the Corporation. Each
shareholder entitled to vote may authorize another person or persons to act for
him or her by proxy. All proxies shall be in writing, signed by the shareholder
or by his or her duly authorized attorney-in-fact, and shall be filed with the
Secretary before being voted. No proxy


                               Company By-Laws - 3
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shall be valid after three (3) years from the date of its execution unless
otherwise provided in the proxy. The attendance at any meeting by a shareholder
who shall have previously given a proxy applicable thereto shall not, as such,
have the effect of revoking the proxy. The Corporation may treat any duly
executed proxy as not revoked and in full force and effect until it receives a
duly executed instrument revoking it, or a duly executed proxy bearing a later
date.

         SECTION 11. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the Board shall, to the extent required by applicable law, appoint
one or more persons, other than officers, directors or nominees for office, as
inspectors of election to act at such meeting or any adjournment thereof. Such
appointment shall not be altered at the meeting. If inspectors of election are
not so appointed, the chairman of the meeting shall make such appointment at the
meeting. If any person appointed as inspector fails to appear or fails or
refuses to act at the meeting, the vacancy so created may be filled by
appointment by the Board in advance of the meeting or at the meeting by the
chairman of the meeting. The duties of the inspectors of election shall include
determining the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, receiving votes, ballots or consents, hearing and deciding
all challenges and questions arising in connection with the right to vote,
counting and tabulating all votes, ballots or consents, determining the results
and doing such acts as are proper to the conduct of the election or the vote
with fairness to all shareholders. Any report or certificate made by them shall
be PRIMA FACIE evidence of the facts stated and of the vote as certified by
them. Each inspector shall be entitled to a reasonable compensation for his or
her services, to be paid by the Corporation.

         SECTION 12. PROCEDURE FOR NOMINATIONS. Subject to the provisions
hereof, the Board, or a committee thereof, shall select nominees for election as
directors. Except in the case of a nominee substituted as a result of the death,
incapacity, withdrawal or other inability to serve of a nominee, the Board, or a
committee thereof, shall deliver written nominations to the Secretary at least
sixty (60) days prior to the date of the annual meeting. Provided the Board, or
committee thereof, makes such nominations, no nominations for directors except
those made by the Board or such committee shall be voted upon at the annual
meeting of shareholders unless other nominations by shareholders are made in
accordance with the provisions of this Section 12. Nominations of individuals
for election to the Board at an annual meeting of shareholders may be made by
any shareholder of record of the Corporation entitled to vote for the election
of directors at such meeting who provides timely notice in writing to the
Secretary as set forth in this Section 12. To be timely, a shareholder's notice
must be delivered to or received by the Secretary not later than the following
dates: (i) with respect to an election of directors to be held at an annual
meeting of shareholders, sixty (60) days in advance of the anniversary of the
previous year's annual meeting if the current year's meeting is to be held
within 30 days prior to, on the anniversary date of, or after the anniversary of
the previous year's annual meeting; and (ii) with respect to an election to be
held at an annual meeting of shareholders held at a time other than within the
time periods set forth in the immediately preceding clause (i), or at a special
meeting of shareholders for the election of directors, the close of business on
the tenth (10th) day following the date on which notice of such meeting is first
given to shareholders. For purposes of this Section 12, notice shall be deemed
to first be given to shareholders when disclosure of such date of the meeting of
shareholders is first made in a press release reported to Dow Jones New
Services, Associated press or comparable national news service, or in a document
publicly filed


                               Company By-Laws - 4
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by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director, (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) such persons' written consent to
serve as a director, if elected, and (iv) all such other information regarding
each nominee proposed by such shareholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission (whether or not the Corporation is then subject to such
rules); and (b) as to the shareholder giving the notice (i) the name, business
address and residence address of such shareholder, (ii) the class and number of
shares of the Corporation which are owned of record by such shareholder and the
dates upon which he or she acquired such shares, (iii) a description of all
arrangements or understandings between the shareholder and nominee and any other
person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the shareholder and (iv) the identification of any
person employed, retained or to be compensated by the shareholder submitting the
nomination or by the person nominated, or any person acting on his or her behalf
to make solicitations or recommendations to shareholders for the purpose of
assisting in the election of such director, and a brief description of the terms
of such employment, retainer or arrangement for compensation. At the request of
the Board, any person nominated by the Board for election as a director shall
furnish to the Secretary that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee together with
the required written consent. No person shall be elected as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 12.

         The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not properly brought before the
meeting in accordance with the provisions hereof, and, if he should so
determine, he shall declare to the meeting that such nomination was not properly
brought before the meeting and shall not be considered.

         SECTION 13. SUBSTITUTION OF NOMINEES. In the event that a person is
validly designated as a nominee in accordance with Section 12 of this Article II
and shall thereafter become unwilling or unable to stand for election to the
Board, the Board or a committee thereof may designate a substitute nominee upon
delivery, not fewer than five (5) days prior to the date of the meeting for the
election of such nominee, of a written notice to the Secretary setting forth
such information regarding such substitute nominee as would have been required
to be delivered to the Secretary pursuant to Section 12 of this Article II had
such substitute nominee been initially proposed as a nominee. Such notice shall
include a signed consent to serve as a director of the Corporation, if elected,
of each such substituted nominee.

         SECTION 14. NEW BUSINESS. Any new business to be taken up at the annual
meeting at the request of the Chairman or the President or by resolution of at
least three-fourths of the directors then in office shall be stated in writing
and filed with the Secretary at least fifteen (15) days before the date of the
annual meeting, and all business so stated, proposed and filed shall be
considered at the annual meeting, but, except as provided in this Section 14, no
other proposal shall be acted upon at the annual meeting. Any proposal offered
by any shareholder, may be made at the annual meeting and the same may be
discussed and considered, but unless properly brought before the meeting such
proposal shall not be acted


                               Company By-Laws - 5
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upon at the meeting. For a proposal to be properly brought before an annual
meeting by a shareholder, the shareholder must be a shareholder of record and
have given timely notice thereof in writing to the Secretary. To be timely, a
shareholder's notice must be delivered to or received by the Secretary not later
than the following dates: with respect to an annual meeting of shareholders,
sixty (60) days in advance of the anniversary of the previous year's annual
meeting if current year's meeting is to be held within 30 days prior to, on the
anniversary date of, or after the anniversary of the pervious year's annual
meeting; and (ii) with respect to an annual meeting of shareholders held at a
time other than within the time periods set forth in the immediately preceding
clause (i), the close of business on the tenth (10th) day following the date on
which notice of such meeting is first given to shareholders. For purposes of
this Section 13, notice shall be deemed to first be given to shareholders when
disclosure of such date of the meeting of shareholders is first made in a press
release reported to Dow Jones New Services, Associated Press or 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 Securities Exchange Act of 1934, as amended. A shareholder's notice to the
Secretary shall set forth as to the matter the shareholder proposes to bring
before the annual meeting (a) a brief description of the proposal desired to be
brought before the annual meeting, the reasons for conducting such business at
the meeting and any material interest in such business of such shareholder and
the beneficial owner, if any, on whose behalf the proposal is made; (b) the name
and address of the shareholder proposing such business; (c) the class and number
of shares of the Corporation which are owned of record by the shareholder and
the dates upon which he or she acquired such shares; (d) the identification of
any person employed, retained, or to be compensated by the shareholder
submitting the proposal, or any person acting on his or her behalf, to make
solicitations or recommendations to shareholders for the purpose of assisting in
the passage of such proposal, and a brief description of the terms of such
employment, retainer or arrangement for compensation; and (e) all such other
information regarding such proposal as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission or required to be delivered to the Corporation pursuant to the proxy
rules of the Securities and Exchange Commission (whether or not the Corporation
is then subject to such rules). This provision shall not prevent the
consideration and approval or disapproval at an annual meeting of reports of
officers, directors and committees of the Board or the management of the
Corporation, but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided. This
provision shall not constitute a waiver of any right of the Corporation under
the proxy rules of the Securities and Exchange Commission or any other rule or
regulation to omit a shareholder's proposal from the Corporation's proxy
materials.

         The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that any new business was not properly brought before the
meeting in accordance with the provisions hereof, and, if the chairman should so
determine, the chairman shall declare to the meeting that such new business was
not properly brought before the meeting and shall not be considered.

                                   ARTICLE III

                                  CAPITAL STOCK

         SECTION 1. CERTIFICATES OF STOCK. Certificates representing shares of
stock shall be in such


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form as shall be determined by the Board. Each certificate shall state that the
Corporation will furnish to any shareholder upon request and without charge a
statement of powers, designations, preferences and relative, participating,
optional or other special rights of the shares of each class or series of stock
and the qualifications or restrictions of such preferences and/or rights, or
shall set forth such statement on the certificate itself. The certificates shall
be numbered in the order of their issue and entered in the books of the
Corporation or its transfer agent or agents as they are issued. Each certificate
shall state the registered holder's name and the number and class of shares and
shall be signed by the Chairman or the President and the Secretary or any
Assistant Secretary, and may, but need not, bear the seal of the Corporation or
a facsimile thereof. Any or all of the signatures on the certificates may be
facsimiles. In case any officer or officers who shall have signed any such
certificate shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate
shall have been delivered by the Corporation, such certificate may nevertheless
be adopted by the Corporation and be issued and delivered as though the person
or persons who signed such certificate or certificates had not ceased to be such
officer or officers of the Corporation.

         SECTION. 2. TRANSFER AGENT AND REGISTRAR. The Board shall have the
power to appoint one or more Transfer Agents and Registrars for the transfer and
registration of certificates of stock of any class and may require that stock
certificates be countersigned and registered by one or more of such Transfer
Agents and Registrars.

         SECTION 3. REGISTRATION AND TRANSFER OF SHARES. Subject to the
provisions of the Certificate of Incorporation of the Corporation, the name of
each person owning a share of the capital stock of the Corporation shall be
entered on the books of the Corporation together with the number of shares held
by him or her, the numbers of the certificates covering such shares and the
dates of issue of such certificates. Subject to the provisions of the
Certificate of Incorporation of the Corporation, the shares of stock of the
Corporation shall be transferable on the books of the Corporation by the holders
thereof in person, or by their duly authorized attorneys or legal
representatives, on surrender and cancellation of certificates for a like number
of shares, accompanied by an assignment or power of transfer endorsed thereon or
attached thereto, duly executed, with such guarantee or proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require and with proper evidence of payment of any applicable transfer taxes.
Subject to the provisions of the Certificate of Incorporation of the
Corporation, a record shall be made of each transfer.

         SECTION 4. LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any shares of stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of the certificates therefor. The
corporation may issue, or cause to be issued, a new certificate of stock in the
place of any certificate theretofore issued by it alleged to have been lost,
stolen or destroyed upon evidence satisfactory to the Corporation of the loss,
theft or destruction of the certificate and, in the case of mutilation, the
surrender of the mutilated certificate. The Corporation may, in its discretion,
require the owner of the lost, stolen or destroyed certificate, or his or her
legal representatives, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft destruction or mutilation of any such certificate and the issuance of such
new certificate, or may refer such owner to such remedy or remedies as he or she
may have under the laws of the State of Delaware.


                               Company By-Laws - 7
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         SECTION 5. HOLDER OF RECORD. Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder thereof in fact and shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         SECTION 1. RESPONSIBILITIES; NUMBER OF DIRECTORS. The business and
affairs of the Corporation shall be under the direction of the Board. The Board
shall consist of not less than seven (7) nor more than twenty (20) directors
(other than directors elected by the holders of shares of any series of
preferred stock). Within the foregoing limits, the number of directors shall be
determined only by resolution of the Board. A minimum of two (2) directors shall
be persons other than officers or employees of the Corporation or its
subsidiaries and shall not have a relationship which, in the opinion of the
Board (exclusive of such persons), would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director.

         SECTION 2. QUALIFICATIONS. Each director shall be at least eighteen
(18) years of age.

         SECTION 3. AGE LIMITATION OF DIRECTORS. No director shall be qualified
to serve as such beyond the last day of the year in which he or she reaches his
or seventy-fifth (75th) birthday. However, a director on attaining age 75, shall
be eligible for election as Director Emeritus.

         SECTION 4. REGULAR AND ANNUAL MEETINGS. An annual meeting of the Board
for the election of officers shall be held, without notice other than these
By-Laws, immediately after, and at the same place as, the annual meeting of the
shareholders, or at such other time or place as the Board may fix by resolution.
The Board may provide, by resolution, the time and place, within or without the
State of Delaware, for the holding of regular meetings of the Board without
notice other than such resolution.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the Board may be
called for any purpose at any time by or at the request of the Chairman, if a
Chairman has been elected by the Board, or the President. Special meetings of
the Board shall also be called by the Secretary upon the written request,
stating the purpose or purposes of the meeting, of at least sixty (60%) percent
of the directors then in office, but in any event not less than five (5)
directors. The persons authorized to call special meetings of the Board shall
give notice of such meetings in the manner prescribed by these By-Laws and may
fix any place, within or without the Corporation's regular business area, as the
place for holding any special meeting of the Board called by such persons. No
business shall be conducted at a special meeting other than that specified in
the notice of meeting.

         SECTION 6. NOTICE OF MEETINGS; WAIVER OF NOTICE. Except as otherwise
provided in Section 4 of this Article IV, notice of each meeting shall be mailed
or otherwise given to each director at


                               Company By-Laws - 8
<PAGE>


least two (2) business days before the day of the meeting to his or her address
shown in the records of the Corporation, except in an emergency, in the
discretion of the Chairman, if a Chairman has been elected by the Board, or the
President, shorter oral notice may be given. The purpose of any special meeting
shall be stated in the notice. Such notice shall be deemed given when sent or
given to any mail or courier service or company providing electronic
transmission service. Any director may waive notice of any meeting by submitting
a signed waiver of notice with the Secretary, whether before or after the
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.

         SECTION 7. CONDUCT OF MEETINGS. Meetings of the Board shall be presided
over by the Chairman, if a Chairman has been elected by the Board. If a Chairman
has not been elected by the Board or the Chairman is absent or otherwise unable
to preside over the meeting, the presiding officer shall be the most senior Vice
Chairman, if one or more Vice Chairmen have been elected by the Board. If one or
more Vice Chairmen have not been elected by the Board or if there is no Vice
Chairman able to preside over the meeting, the presiding officer shall be the
President. If the President is absent or otherwise unable to preside over the
meeting, the presiding officer shall be the senior member of the Board in terms
of length of service on the Board (which length of service shall include length
of service on the Board of Trustees of The Warwick Savings Bank and any
predecessors thereto). The Secretary or, in his absence, a person appointed by
the Chairman (or other presiding person), shall act as secretary of the meeting.
The Chairman (or other person presiding) shall conduct all meetings of the Board
in accordance with the best interest of the Corporation and shall have the
authority and discretion to establish reasonable procedural rules for the
conduct of Board meetings. Any one or more directors may participate in a
meeting of the Board or a committee of the Board by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participants by such means
shall constitute presence in person at any such meeting.

         SECTION 8. QUORUM AND VOTING REQUIREMENTS. A quorum at any meeting of
the Board shall consist of not less than a majority of the directors then in
office or such greater number as shall be required by law, these By-Laws or the
Certificate of Incorporation, but not less than one-third (1/3) of the total
number. If less than a required quorum is present, the majority of those
directors present shall adjourn the meeting another time and place without
further notice. At such adjourned meeting at which a quorum shall be
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, a majority vote of the directors
present at a meeting, if a quorum is present, shall constitute an act of the
Board.

         SECTION 9. INFORMATION ACTION BY DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board, or of any committee thereof,
may be taken without a meeting if all members of the Board or such committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or such committee.


                               Company By-Laws - 9
<PAGE>


         SECTION 10. RESIGNATION. Any director may resign at any time by sending
a written notice of such resignation to the principal office of the Corporation
addressed to the Chairman or the President. Unless otherwise specified therein,
such resignation shall take effect upon receipt thereof.

         SECTION 11. VACANCIES. To the extent not inconsistent with the
Certificate of Incorporation and subject to the limitations prescribed by law
and the rights of holders of Preferred Stock, vacancies in the office of
director, including vacancies created by newly created directorships resulting
from an increase in the number of directors, shall be filled only by a vote of a
majority of the directors then holding office, whether or not a quorum, at any
regular or special meeting of the Board called for that purpose. Subject to the
rights of holders of Preferred Stock, no person shall be so elected a director
unless nominated by the Nominating Committee. Subject to the rights of holders
of Preferred Stock, any director so elected shall serve for the remainder of the
full term of the class of directors in which the new directorship was created or
the vacancy occurred and until his or her successor shall be elected and
qualified.

         SECTION 12. COMPENSATION. From time to time, as the Board deems
necessary, the Board shall fix the compensation of directors, and officers of
the Corporation in such one or more forms as the Board may determine.

         SECTION 13. AMENDMENTS CONCERNING THE BOARD. The number and other
restrictions and qualifications for directors of the Corporation as set forth in
these By-Laws may be altered only by a vote, in addition any vote required by
law, of two-thirds of the entire Board or by the affirmative vote of the holders
of record of not less than eighty percent (80%) of the total votes eligible to
be cast by holders of all outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors at a meeting of the
shareholders called for that purpose.

                                    ARTICLE V

                                   COMMITTEES

         SECTION 1. STANDING COMMITTEES. At each annual meeting of the Board,
the directors shall designate from their own number, by resolution, the
following committee:

         (a)      Executive Committee

         (b)      Audit Committee

         (c)      Compensation Committee

which shall be standing committees of the Board. The Chairman, if one has been
elected by the Board, and the President shall be ex-officio members of, with
power to vote on all matters, the Executive Committee. The Board shall appoint a
director to fill any vacancy on any committee of the Board. The members of the
committees shall serve at the pleasure of the Board. In the absence of the
chairman of any


                              Company By-Laws - 10
<PAGE>


committee except the Audit Committee and Compensation Committee, the next most
senior officer available shall preside at any meeting held in such absence
unless the members of the committee determine otherwise.

         SECTION 2. EXECUTIVE COMMITTEE. There shall be six members of the
Executive Committee, consisting of the Chairman, if one has been elected, the
President, the General Counsel, if the General Counsel is a Board member, and
such other members of the Board who shall be appointed by Board resolution or
these By-Laws. Except for the Chairman, if one has been elected and the
President, none of the members of the Executive Committee shall be officers or
salaried employees of the Bank or its subsidiaries. There shall also be elected
by the Board of Directors a first, second and third alternate member of the
Executive Committee, who shall act in the absence of members of the Executive
Committee upon the call of the Chairman, or, if no Chairman has been elected,
the President.

         The Chairman, if one has been elected by the Board, the President or
such other director or officer as the Chairman shall designate shall serve as
chairman of the Executive Committee. If the office of the Chairman is vacant,
the President shall serve as chairman of the Executive Committee. The Executive
Committee shall designate, from its membership or otherwise, a secretary who
shall report to the Board at its next regular meeting all proceedings and
actions taken by the Executive Committee. The Executive Committee shall meet as
necessary at the call of the Chairman or at the call of a majority of the
members of the Executive Committee.

         The Executive Committee shall, to the extent not inconsistent with law,
these By-Laws, the Certificate of Incorporation or resolutions adopted by the
Board, exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation in the intervals between the
meetings of the Board.

         SECTION 3. AUDIT COMMITTEE. The Audit Committee shall consist of at
least four (4) members whose background and experience are financial and/or
business management related, none of whom shall be an officer or salaried
employee of the Corporation or its subsidiaries, an attorney who receives a fee
or other compensation for legal services rendered to the Corporation or any
other individual having a relationship which, in the opinion of the Board, who
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. At any regular meeting of the Board, any
director who is otherwise eligible to serve on the Audit Committee may be
elected to fill a vacancy that has occurred on the Audit Committee. The Board
shall designate one member of the committee to serve as chairman of the
committee. The Audit Committee shall meet annually, at the call of the chairman
of the committee and may hold such additional meetings as the chairman of the
committee may deem necessary, to examine, or cause to be examined, the records
and affairs of the Corporation to determine its true financial condition, and
shall present a report of examination to the Board at the Board's next regular
meeting following the meeting of the Audit Committee. The committee shall
appoint, from its membership or otherwise, a secretary who shall cause to be
kept written minutes of all meetings of the committee. The Audit Committee shall
make, or cause to be made, such other examinations as it may deem advisable or
whenever so directed by the Board and shall report thereon in writing at a
regular meeting of the Board. The Audit Committee shall make recommendations to
the Board in relation to the employment of


                              Company By-Laws - 11
<PAGE>


accountants and independent auditors
and arrange for such other assistance as it may deem necessary or desirable. The
Audit Committee shall review and evaluate the procedures and performance of the
Corporation's internal auditing staff. A quorum shall consist of at least
one-third of the members of the committee, and in no event less than two (2)
members of the committee.

         SECTION 4. COMPENSATION COMMITTEE. The Compensation Committee shall
consist of at least three (3) members, none of whom shall be an officer or
salaried employee of the Corporation or its subsidiaries, as shall be appointed
by Board resolution or these By-Laws. The Board shall designate one member of
the committee to serve as chairman of the Compensation Committee, who shall have
the authority to adopt and establish procedural rules for the conduct of all
meetings of the committee.

         The Compensation Committee shall meet annually at the call of the
chairman of the committee, and may hold such additional meetings as the chairman
may deem necessary. A quorum shall consist of at least one-third of the voting
members of the Compensation Committee, and in no event less than two (2) voting
members of the committee. The vote of a majority of the voting members present
at any meeting, including the chairman of the committee who shall be eligible to
vote, shall constitute the action of the Compensation Committee. The committee
shall appoint, from its membership or otherwise, a secretary who shall cause to
be kept written minutes of all meetings of the committee.

         The Compensation Committee shall be responsible for recommending to the
Board the compensation, employment arrangements and benefit programs for
officers of the Corporation and its subsidiaries.

         SECTION 5. OTHER COMMITTEES. The Board may by resolution authorize such
other committees as from time to time it may deem necessary or appropriate for
the conduct of the business of the Corporation. The members of each committee so
authorized shall be appointed by the Board from members of the Board. In
addition, the Chairman, if one has been elected by the Board, the President, the
Chief Executive Officer and the Secretary shall be ex-officio members of each
such committee. Each such committee shall exercise such powers as may be
assigned by the Board to the extent not inconsistent with law, these By-Laws,
the Certificate of Incorporation or resolutions adopted by the Board.

                                   ARTICLE VI

                                    OFFICERS

         SECTION 1. DESIGNATION OF EXECUTIVE OFFICERS. The Board shall, at each
annual meeting, elect a President and a Secretary, and may elect a Chairman, one
or more Vice Chairmen and such other officers as the Board from time to time may
deem necessary or the business of the Corporation may require. The Board shall
designate either the Chairman or the President as the Chief Executive Officer,
and may designate the President or an Executive Vice President to be the Chief
Operating Officer. Any number of offices may be held by the same person except
that no person may simultaneously hold the offices of President and Secretary.


                              Company By-Laws - 12
<PAGE>


         The election of all officers shall be made only by a vote of a majority
of the entire Board. If such election is not held at the meeting held annually
for the election of officers, such officers may be so elected at any subsequent
regular meeting or at a special meeting called for that purpose, in the same
manner above provided. Each person elected shall have such authority, bear such
title and perform such duties as provided in these By-Laws and as the Board may
prescribe from time to time. All officers elected or appointed by the Board
shall assume their duties immediately upon their election and shall hold office
at the pleasure of the Board. Whenever a vacancy occurs among the officers, it
may be filled at any regular or special meeting called for that purpose, in the
same manner as above provided.

         SECTION 2. TERM OF OFFICE AND REMOVAL. Each officer shall serve until
his or her successor is elected and duly qualified, the office is abolished or
he or she is removed. Any officer may be removed at any regular or special
meeting of the Board called for that purpose, with or without cause, by an
affirmative vote of a majority of the entire Board.

         SECTION 3. CHAIRMAN OF THE BOARD. The Chairman, if one has been elected
by the Board, may be the Chief Executive Officer of the Corporation and shall,
subject to the direction of the Board, oversee all of the major activities of
the Corporation and its subsidiaries. The Chairman shall preside at all meetings
of the shareholders; preside at all meetings of the Board and Executive
Committee; make recommendations to the Board regarding appointments to all
committees; and sign instruments in the name of the Corporation.

         SECTION 4. CHIEF EXECUTIVE OFFICER. "The Chief Executive Officer of the
Corporation, subject to the direction of the Board, shall be responsible for
assuring that the policy decisions of the Board are implemented and carried out
as formulated and shall have general management and control of the business and
affairs of the Corporation and its subsidiaries. The Chief Executive Officer
shall be responsible, in consultation with such officers and members of the
Board as he deems appropriate, for planning the growth of the Corporation and
its subsidiaries. The Chief Executive Officer shall be responsible for
shareholder relations, relations with investment bankers, other similar
financial institutions and financial advisors, and shall be empowered to
designate officers of the Corporation and its subsidiaries to assist in such
activities. The Chief Executive Officer shall be principally responsible for
exploring opportunities for mergers, acquisitions and new business. The Chief
Executive Officer shall have the general supervision and direction of all of the
Corporation's officers, subject to and consistent with policies enunciated by
the Board. The Chief Executive Officer shall under authority given to him, sign
instruments in the name of the Corporation. The Chief Executive Officer shall
have such other powers as may be assigned to him by the Board, its committees
or, if a Chairman other than the Chief Executive Officer is elected by the
Board, the Chairman. The Chief Executive Officer shall be a member ex-officio,
with power to vote on all matters, of all committees of the Board, except the
Audit Committee and the Compensation Committee.

         SECTION 5. VICE CHAIRMAN. One or more Vice Chairmen may be appointed by
the Board and shall have such authority and shall perform such duties as may be
assigned to them, from time to time,


                              Company By-Laws - 13
<PAGE>


by the Board, the Chairman or the Chief Executive Officer. In the absence of or
disability of the Chairman, or if the office of the Chairman is vacant by reason
of death, resignation, failure of the Board to elect a Chairman or otherwise,
the most senior Vice Chairman, if one has been elected by the Board, or such
other person who the Board shall designate, shall exercise the powers and
perform the duties which otherwise would fall upon the Chairman. In the Chief
Executive Officer's absence, the most senior Vice Chairman, if one has been
elected by the Board, or such other person who the Board shall designate subject
to the direction of the Board, shall exercise the powers and perform the duties
which otherwise would fall upon the Chief Executive Officer.

         SECTION 6. THE PRESIDENT. The President shall be the Chief Executive
Officer or the Chief Operating Officer of the Corporation, as determined by the
Board, and shall be subject to the direction of the Board. The President shall
perform such duties as from time to time may be assigned to him by these
By-Laws, the Board, the Chief Executive Officer or, if elected by the Board, the
Chairman or the most senior Vice Chairman. The President shall be a member
ex-officio, with power to vote on all matters of all committees of the Board,
except the Audit Committee and the Compensation Committee.

         SECTION 7. CHIEF OPERATING OFFICER. The Chief Operating Officer shall
have the general supervision and direction of all of the Corporation's
operations and personnel, subject to and consistent with policies enunciated by
the Board and the direction of the Chief Executive Officer. The Chief Operating
Officer shall, under authority given to him, sign instruments in the name of the
Corporation. The Chief Operating Officer shall have such other powers and duties
as may be assigned to him by the Board, its committees or the chief Executive
Officer.

         SECTION 8. VICE PRESIDENTS. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents may be appointed by the Board to perform such
duties as may be prescribed by these By- Laws, the Board or the Chief Executive
Officer and the Chief Operating Officer as permitted by the Board.

         SECTION 9. SECRETARY. The Secretary shall attend all meetings of the
Board and of the shareholders and shall record, or cause to be recorded, all
votes and minutes of all proceedings of the Board and of the shareholders in a
book or books to be kept for that purpose. The Secretary shall perform such
executive and administrative duties as may be assigned by the Board or the
President. The Secretary shall have charge of the seal of the Corporation, shall
submit such reports and statements as may be required by law or by the Board,
shall conduct all correspondence relating to the Board and its proceedings and
shall have other such powers and duties as are generally incident to the office
of Secretary and as may be assigned to him or her by the Board or the Chief
Executive Officer.

         SECTION 10. TREASURER. The Treasurer shall be the chief accounting
officer of the Corporation and shall be responsible for the maintenance of
adequate systems and records. The Treasurer shall also be the chief financial
officer of the Corporation and shall keep a record of all assets, liabilities,
receipts, disbursements and other financial transactions and shall see that all
expenditures are made in accordance with procedures duly established from time
to time by the Board. The Treasurer shall make such reports as may be required
by the Board or as are required by law.


                              Company By-Laws - 14
<PAGE>


         SECTION 11. OTHER OFFICERS. Other officers appointed by the Board shall
have such authority and shall perform such duties as may be assigned to them,
from time to time, by the Board or the Chief Executive Officer.

         SECTION 12. COMPENSATION OF OFFICERS. The compensation of all officers
shall be fixed from time to time by the Board, upon the recommendation of the
Compensation Committee.

                                   ARTICLE VII

                                    DIVIDENDS

         The Board shall have the power, subject to the provisions of law and
the requirements of the Certificate of Incorporation, to declare and pay
dividends out of surplus (or, if no surplus exists, out of net profits of the
Corporation, for the fiscal year in which the dividend is declared and/or the
preceding fiscal year, except where there is an impairment of capital stock), to
pay such dividends to the shareholders in cash, in property or in shares of the
capital stock of the Corporation and to fix the date or dates for the payment of
such dividends.

                                  ARTICLE VIII

                                   AMENDMENTS

         These By-Laws, except as provided by applicable law or the Certificate
of Incorporation, or as otherwise set forth in these By-Laws, may be amended or
repealed at any regular meeting of the entire Board by the vote of two-thirds of
the members of the entire Board; PROVIDED, however, that (a) a notice specifying
the change or amendment shall have been given at a previous regular meeting and
entered in the minutes of the board; (b) a written statement describing the
change or amendment shall be made in the notice delivered to the directors of
the meeting at which the change or amendment shall be acted upon; and (c) any
By-Law made by the Board may be altered, amended, rescinded or repealed by the
holders of shares of capital stock entitled to vote thereon at any annual
meeting or at any special meeting called for that purpose in accordance with the
percentage requirement set forth in the Certificate of Incorporation and/or
these By-Laws. Notwithstanding the foregoing, any provision of these By-Laws
that contains a supermajority voting requirement shall only be altered, amended,
rescinded or repealed by a vote of the Board or holders of capital stock
entitled to vote thereon that is not less than the supermajority specified in
such provision.


                              Company By-Laws - 15