**Exhibit
        3.3**
 
 **UNITED
        FINANCIAL BANCORP, INC.**
 
 **FEDERAL
        STOCK HOLDING COMPANY BYLAWS**
 
 
 **ARTICLE
        I - Home Office**
  The
        home
        office of United Financial Bancorp, Inc. **** (the
        “subsidiary holding company”) shall be at 95 Elm Street, West Springfield,
        Massachusetts 01089, in the County of Hampden, in the Commonwealth of
        Massachusetts.
 
 **ARTICLE
        II - Shareholders**
 
 **Section
        1.**  **Place
        of Meetings.** All
        annual and special meetings of shareholders shall be held at the home office
        of
        the subsidiary holding company or at such other place in the Commonwealth
        of
        Massachusetts as the board of directors may determine.
 
 **Section
        2.**  **Annual Meeting.** A
        meeting
        of shareholders of the Company for the election of directors and for the
        transaction of any other business of the Company shall be held annually within
        210 days after the end of the Company’s fiscal year, on the third Thursday of
        April of each calendar year, if not a legal holiday, and if a legal holiday,
        then on the next day following which is not a legal holiday, or at such other
        date and time within such 210-day period as the Board of Directors may
        determine.
  **Section
        3.**  **Special
        Meetings.** Special
        meetings of the shareholders for any purpose or purposes, unless otherwise
        prescribed by the Federal Stock Charter of the subsidiary holding company,
        may
        be called at any time by the chairman of the board, the president, or a majority
        of the board of directors, and shall be called by the chairman of the board,
        the
        president, or the secretary upon the written request of the holders of not
        less
        than ten percent (10%) of all of the outstanding capital stock of the subsidiary
        holding company entitled to vote at the meeting. Such written request shall
        state the purpose or purposes of the meeting and shall be delivered to the
        home
        office of the subsidiary holding company addressed to the chairman of the
        board,
        the president or the secretary.
 
 **Section
        4.**  **Conduct
        of Meetings.** Annual
        and special meetings shall be conducted in accordance with the most current
        edition of Robert’s Rules of Order unless otherwise prescribed by regulations of
        the Office of Thrift Supervision (“OTS”) or these bylaws or the board of
        directors adopts another written procedure for the conduct of meetings. The
        board of directors shall designate, when present, either the chairman of
        the
        board or president to preside at such meetings.
 
 **Section
        5.**  **Notice
        of Meetings.** Written
        notice stating the place, day, and hour of the meeting and the purpose(s)
        for
        which the meeting is called shall be delivered not fewer than twenty (20)
        nor
        more than fifty (50) days before the date of the meeting, either personally
        or
        by mail, by or at the direction of the chairman of the board, the president,
        or
        the secretary, directors or other persons calling the meeting, to each
        shareholder of record entitled to vote at such meeting. If mailed, such notice
        shall be deemed to be delivered when deposited in the mail, addressed to
        the
        shareholder at the address as it appears on the stock transfer books or records
        of the subsidiary holding company as of the record date prescribed in Section
        6
        of this Article II with postage thereon prepaid. When any shareholders’ meeting,
        either annual or special, is adjourned for thirty (30) days or more, notice
        of
        the adjourned meeting shall be given as in the case of an original meeting.
        It
        shall not be necessary to give any notice of the time and place of any meeting
        adjourned for less than thirty (30) days or of the business to be transacted
        at
        the meeting, other than an announcement at the meeting at which such adjournment
        is taken.
    25
  **Section
        6.****Fixing
        of Record Date.**For the
        purpose of determining shareholders entitled tonotice of or to vote at
        any meeting of shareholders or any adjournment, or shareholders entitled
        to
        receive payment of any dividend, or in order to make a determination of
        shareholders for any other proper purpose, the board of directors shall fix
        in
        advance a date as the record date for any such determination of shareholders.
        Such date in any case shall be not more than sixty (60) days and, in case
        of a
        meeting of shareholders, not fewer 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, such determination
        shall
        apply to any adjournment thereof.
 
 **Section
        7.**  **Voting
        List.** At least
        twenty (20) days before each meeting of the shareholders, the officer or
        agent
        having charge of the stock transfer books for shares of the subsidiary holding
        company shall make a complete list of the shareholders entitled to vote at
        such
        meeting, or any adjournment thereof, arranged in alphabetical order, with
        the
        address and the number of shares held by each. This list of shareholders
        shall
        be kept on file at the home office of the subsidiary holding company and
        shall
        be subject to inspection by any shareholder or the shareholder’s agent at any
        time during usual business hours for a period of twenty (20) days prior to
        such
        meeting. Such list shall also be produced and kept open at the time and place
        of
        the meeting and shall be subject to inspection by any shareholder during
        the
        entire time of the meeting. The original stock transfer book shall constitute
        prima facie evidence of the shareholders entitled to examine such list or
        transfer books or to vote at any meeting of shareholders.
 
 In
        lieu
        of making the shareholder list available for inspection by shareholders as
        provided in the preceding paragraph, the board of directors may elect to
        follow
        the procedures prescribed in §552.6(d) of the OTS’s regulations as now or
        hereafter in effect.
 
 **Section
        8.**  **Quorum.** A
        majority of the outstanding shares of the subsidiary holding company entitled
        to
        vote, represented in person or by proxy, shall constitute a quorum at a meeting
        of shareholders. If less than a majority of the outstanding shares is
        represented at a meeting, a majority of the shares so represented may adjourn
        the meeting from time to time without further notice. At such adjourned meeting
        at which a quorum shall be present or represented, any business may be
        transacted that might have been transacted at the meeting as originally
        notified. The shareholders present at a duly organized meeting may continue
        to
        transact business until adjournment, notwithstanding the withdrawal of enough
        shareholders to constitute less than a quorum. If a quorum is present, the
        affirmative vote of the majority of the shares represented at the meeting
        and
        entitled to vote on the subject matter shall be the act of the shareholders,
        unless the vote of a greater number of shareholders voting together or voting
        by
        classes is required by law or the charter. Directors, however, are elected
        by a
        plurality of the votes cast at an election of directors.
 
 **Section
        9.**  **Proxies.** At all
        meetings of shareholders, a shareholder may vote by proxy executed in writing
        by
        the shareholder or by his or her duly authorized attorney in fact. Proxies
        may
        be given telephonically or electronically as long as the holder uses a procedure
        for verifying the identity of the shareholder. Proxies solicited on behalf
        of
        the management shall be voted as directed by the shareholder or, in the absence
        of such direction, as determined by a majority of the board of directors.
        No
        proxy shall be valid more than eleven (11) months from the date of its execution
        except for a proxy coupled with an interest.
 
 **Section
        10.**  **Voting
        of Shares in the Name of Two or More Persons.** When
        ownership stands in the name of two (2) or more persons, in the absence of
        written directions to the subsidiary holding company to the contrary, at
        any
        meeting of the shareholders of the subsidiary holding company, any one or
        more
        of such shareholders may cast, in person or by proxy, all votes to which
        such
        ownership is entitled. In the event an attempt is made to cast conflicting
        votes, in person or by proxy, by the several persons in whose names shares
        of
        stock stand, the vote or votes to which those persons are entitled shall
        be cast
        as directed by a majority of those holding such stock and present in person
        or
        by proxy at such meeting, but no votes shall be cast for such stock if a
        majority cannot agree.
 
   26
  **Section
        11.****Voting
        of Shares of Certain Holders.**Shares
        standing in the name of anothercorporation may be voted by any officer,
        agent, or proxy as the bylaws of such corporation may prescribe, or, in the
        absence of such provision, as the board of directors of such corporation
        may
        determine. Shares held by an administrator, executor, guardian, or conservator
        may be voted by him or her, either in person or by proxy, without a transfer
        of
        such shares into his or her name. Shares standing in the name of a trustee
        may
        be voted by him or her, either in person or by proxy, but no trustee shall
        be
        entitled to vote shares held by him or her without a transfer of such shares
        into his or her name. Shares held in trust in an IRA or Keogh Account, however,
        may be voted by the subsidiary holding company if no other instructions are
        received. Shares standing in the name of a receiver may be voted by such
        receiver, and shares held by or under the control of a receiver may be voted
        by
        such receiver without the transfer thereof into his or her name if authority
        to
        do so is contained in an appropriate order of the court or other public
        authority by which such receiver was appointed.
 
 A
        shareholder whose shares are pledged shall be entitled to vote such shares
        until
        the shares have been transferred into the name of the pledgee, and thereafter
        the pledgee shall be entitled to vote the shares so transferred.
 
 Neither
        treasury shares of its own stock held by the subsidiary holding company nor
        shares held by another corporation, if a majority of the shares entitled
        to vote
        for the election of directors of such other corporation are held by the
        subsidiary holding company, shall be voted at any meeting, or counted in
        determining the total number of outstanding shares at any given time for
        purposes of any meeting.
 
 **Section
        12.**  **Inspectors
        of Election.** In
        advance of any meeting of shareholders, the board of directors may appoint
        any
        persons other than nominees for office as inspectors of election to act at
        such
        meeting or any adjournment thereof. The number of inspectors shall be either
        one
        (1) or three (3). Any such appointment shall not be altered at the meeting.
        If
        inspectors of election are not so appointed, the chairman of the board or
        the
        president may, or on the request of not fewer than 10 percent (10%) of the
        votes
        represented at the meeting shall, make such appointment at the meeting. If
        appointed at the meeting, the majority of the votes present shall determine
        whether one or three inspectors are to be appointed. In case any person
        appointed as inspector fails to appear or fails or refuses to act, the vacancy
        may be filled by appointment by the board of directors in advance of the
        meeting
        or at the meeting by the chairman of the board or the president.
 
 Unless
        otherwise prescribed by regulations of the OTS, the duties of such inspectors
        shall include: determining the number of shares of stock and the voting power
        of
        each share, the shares represented at the meeting, the existence of a quorum,
        and the authenticity, validity and effect of proxies; receiving votes, ballots,
        or consents; hearing and determining all challenges and questions in any
        way
        arising in connection with the rights to vote; counting and tabulating all
        votes
        or consents; determining the result; and such acts as may be proper to conduct
        the election or vote with fairness to all shareholders.
 
 **Section
        13.**  **Nominating
        Committee.** The
        board of directors shall act as a nominating committee for selecting the
        management nominees for election as directors. Except in the case of a nominee
        substituted as a result of the death or other incapacity of a management
        nominee, the nominating committee shall deliver written nominations to the
        secretary at the principal executive offices of the subsidiary holding company
        at least twenty (20) days prior to the date of the annual meeting. Upon
        delivery, such nominations shall be posted in a conspicuous place in each
        office
        of the subsidiary holding company. No nominations for director except those
        made
        by the nominating committee shall be voted upon at the annual meeting unless
        other nominations by shareholders are made in writing and delivered to the
        secretary at the principal executive offices of the subsidiary holding company
        at least five (5) days prior to the date of the annual meeting. Upon delivery,
        such nominations shall be posted in a conspicuous place in each office of
        the
        subsidiary holding company. Ballots bearing the names of all the persons
        nominated by the nominating committee and by shareholders shall be provided
        for
        use at the annual meeting. However, if the nominating committee shall fail
        or
        refuse to act at least twenty (20) days prior to the annual meeting, nominations
        for directors may be made at the annual meeting by any shareholder entitled
        to
        vote and shall be voted upon.
    27
  **Section
        14.****New
        Business.**Any new
        business to be taken up at the annual meeting shall be statedin writing
        and filed with the secretary at least five (5) days before the date of the
        annual meeting, and all business so stated, proposed and filed shall be
        considered at the annual meeting; but no other proposal shall be acted upon
        at
        the annual meeting. Any shareholder may make any other proposal at the annual
        meeting and the same may be discussed and considered but unless stated in
        writing and filed with the secretary at least five (5) days before the meeting,
        such proposal shall be laid over for action at an adjourned, special or annual
        meeting of the shareholders taking place 30 days or more thereafter. This
        provision shall not prevent the consideration and approval or disapproval
        at the
        annual meeting of reports of officers, directors, and committees; but in
        connection with such reports, no new business shall be acted upon at such
        annual
        meeting unless stated and filed as herein provided.
 
 **Section
        15.**  **Informal
        Action by Shareholders.** Any
        action required or permitted to be taken by the shareholders at a meeting
        may be
        taken without a meeting if a consent in writing, setting forth the action
        so
        taken, shall be signed by all of the shareholders.
 
 **ARTICLE
        III - Board of Directors**
 
 **Section
        1.**  **General
        Powers.** The
        business and affairs of the subsidiary holding company shall be under the
        direction of its board of directors. The board of directors shall annually
        elect
        from its members a chairman and may elect from its members a vice chairman
        of
        the board. The chairman of the board shall preside, when present, at all
        meetings of the board of directors. The vice chairman of the board shall
        preside, when present, at all meetings of the board of directors if the chairman
        of the board does not attend any such meeting. If both the chairman of the
        board
        and the vice chairman of the board are absent from any meeting of directors,
        a
        majority of the directors present at the meeting shall designate a temporary
        chair for the purpose of presiding at such meeting.
 
 **Section
        2.**  **Number
        and Term.** The
        board of directors shall consist of ten (10) members, and shall be divided
        into
        three classes as nearly equal in number as possible. The members of each
        class
        shall be elected for a term of three years and until their successors are
        elected and qualified. One class shall be elected by ballot annually and
        shall
        serve until their successors are elected and qualified.
 
 **Section
        3.**  **Regular
        Meetings.** A
        regular meeting of the board of directors shall be held without other notice
        than this bylaw immediately after, and at the same place as, the annual meeting
        of shareholders. The board of directors may provide, by resolution, the time
        and
        place for the holding of additional regular meetings without other notice
        than
        such resolution.
 
 Members
        of the board of directors may participate in regular meetings by means of
        conference telephone or similar communications equipment by which all persons
        participating in the meeting can hear each other. Such participation shall
        constitute presence in person for all purposes, including the purpose of
        compensation pursuant to Section 12 of this Article.
 
 **Section
        4.**  **Special
        Meetings.** Special
        meetings of the board of directors may be called by or at the request of
        the
        chairman of the board, the president, or one-third of the directors. The
        persons
        authorized to call special meetings of the board of directors may fix any
        place
        as the place for holding any special meeting of the board of directors called
        by
        such persons.
 
 Directors
        may participate in special meetings by means of a conference telephone or
        similar communications device through which all persons participating can
        hear
        each other. Such participation shall constitute presence in person for all
        purposes, including the purpose of compensation pursuant to Section 12 of
        this
        Article.
 
 **Section
        5.**  **Qualification.** Each
        director shall at all times be the beneficial owner of not less than one
        hundred
        (100) shares of capital stock of the subsidiary holding company unless the
        subsidiary holding company is a wholly owned subsidiary of a holding company.
  28
  
 **Section
        6.**  **Notice.** Written
        notice of any special meeting shall be given to each director at least
        twenty-four (24) hours prior thereto when delivered personally or by telegram
        or
        at least five (5) days prior thereto when delivered by mail at the address
        at
        which the director is most likely to be reached. Such notice shall be deemed
        to
        be delivered when deposited in the mail so addressed, with postage thereon
        prepaid if mailed or when delivered to the telegraph company if sent by
        telegram. Any director may waive notice of any meeting by a writing filed
        with
        the secretary. The attendance of a director at a meeting shall constitute
        a
        waiver of notice of such meeting, except where a director attends a meeting
        for
        the express purpose of objecting to the transaction of any business because
        the
        meeting is not lawfully called or convened. Neither the business to be
        transacted at, nor the purpose of, any meeting of the board of directors
        need be
        specified in the notice or waiver of notice of such meeting.
 
 **Section
        7.**  **Quorum.** A
        majority of the number of directors fixed by Section 2 of this Article III
        shall
        constitute a quorum for the transaction of business at any meeting of the
        board
        of directors; but if less than such majority is present at a meeting, a majority
        of the directors present may adjourn the meeting from time to time. Notice
        of
        any adjourned meeting shall be given in the same manner as prescribed by
        Section
        6 of this Article III.
 
 **Section
        8.**  **Manner
        of Acting.** The act
        of the majority of the directors present at a meeting at which a quorum is
        present shall be the act of the board of directors, unless a greater number
        is
        prescribed by regulation of the OTS or by these bylaws.
 
 **Section
        9.**  **Action
        Without a Meeting.** Any
        action required or permitted to be taken by the board of directors at a meeting
        may be taken without a meeting if a consent in writing, setting forth the
        action
        so taken, shall be signed by all of the directors.
 
 **Section
        10.**  **Resignation.** Any
        director may resign at any time by sending a written notice of such resignation
        to the home office of the subsidiary holding company addressed to the chairman
        of the board or the president. Unless otherwise specified, such resignation
        shall take effect upon receipt thereof by the chairman of the board or the
        president. More than three (3) consecutive absences from regular meetings
        of the
        board of directors, unless excused by resolution of the board of directors,
        shall automatically constitute a resignation, effective when such resignation
        is
        accepted by the board of directors.
 
 **Section
        11.**  **Vacancies.** Any
        vacancy occurring on the board of directors may be filled by the affirmative
        vote of a majority of the remaining directors although less than a quorum
        of the
        board of directors. A director elected to fill a vacancy shall be elected
        to
        serve until the next election of directors by the shareholders. Any directorship
        to be filled by reason of an increase in the number of directors may be filled
        by election by the board of directors for a term of office continuing only
        until
        the next election of directors by the shareholders.
 
 **Section
        12.**  **Compensation.** Directors, as such, may receive a stated salary for their services. By
        resolution of the board of directors, a reasonable fixed sum, and reasonable
        expenses of attendance, if any, may be allowed for actual attendance at each
        regular or special meeting of the board of directors. Members of either standing
        or special committees may be allowed such compensation for actual attendance
        at
        committee meetings as the board of directors may determine.
  29
  **Section
        13.**  **Presumption
        of Assent.** A
        director of the subsidiary holding company who is present at a meeting of
        the
        board of directors at which action on any subsidiary holding company matter
        is
        taken shall be presumed to have assented to the action taken unless his or
        her
        dissent or abstention shall be entered in the minutes of the meeting or unless
        he or she shall file a written dissent to such action with the person acting
        as
        the secretary of the meeting before the adjournment thereof or shall forward
        such dissent by registered mail or certified mail return receipt requested
        to
        the secretary of the subsidiary holding company within five (5) days after
        the
        date a copy of the minutes of the meeting is received. Such right to dissent
        shall not apply to a director who voted in favor of such action.
 
 **Section
        14.**  **Removal
        of Directors.** At a
        meeting of shareholders called expressly for that purpose, any director may
        be
        removed for cause by a vote of the holders of a majority of the shares then
        entitled to vote at an election of directors. Whenever the holders of the
        shares
        of any class are entitled to elect one (1) or more directors by the provisions
        of the charter or supplemental sections thereto, the provisions of this Section
        shall apply, in respect to the removal of a director or directors so elected,
        to
        the vote of the holders of the outstanding shares of that class and not to
        the
        vote of the outstanding shares as a whole.
 
 **Section
        15.**  **Age
        Limitation.** No
        person seventy-two (72) years of age shall be eligible for nomination, election,
        reelection, appointment or reappointment to the board of directors of the
        subsidiary holding company. No director shall serve as such beyond the annual
        meeting of the subsidiary holding company immediately following the director
        becoming seventy-two (72) years of age.
 
 
 **ARTICLE
        IV - Executive And Other Committees**
 
 **Section
        1.**  **Appointments.** The
        board of directors, by resolution adopted by a majority of the full board,
        may
        designate the chief executive officer and two or more of the other directors
        to
        constitute an executive committee. The designation of any committee pursuant
        to
        this Article IV and the delegation of authority shall not operate to relieve
        the
        board of directors, or any director, of any responsibility imposed by law
        or
        regulation.
 
 **Section
        2.**  **Authority.** The
        executive committee, when the board of directors is not in session, shall
        have
        and may exercise all of the authority of the board of directors except to
        the
        extent, if any, that such authority shall be limited by the resolution
        appointing the executive committee; and except also that the executive committee
        shall not have the authority of the board of directors with reference to:
        the
        declaration of dividends; the amendment of the charter or bylaws of the
        subsidiary holding company, or recommending to the shareholders a plan of
        merger, consolidation, or conversion; the sale, lease, or other disposition
        of
        all or substantially all of the property and assets of the subsidiary holding
        company otherwise than in the usual and regular course of its business; a
        voluntary dissolution of the subsidiary holding company; a revocation of
        any of
        the foregoing; or the approval of a transaction in which any member of the
        executive committee, directly or indirectly, has any material beneficial
        interest.
 
 **Section
        3.**  **Tenure.** Subject
        to the provisions of Section 8 of this Article IV, each member of the executive
        committee shall hold office until the next regular annual meeting of the
        board
        of directors following his or her designation and until a successor is
        designated as a member of the executive committee.
 
 **Section
        4.**  **Meetings.** Regular
        meetings of the executive committee may be held without notice at such times
        and
        places as the executive committee may fix from time to time by resolution.
        Special meetings of the executive committee may be called by any member thereof
        upon not less than one day’s notice stating the place, date, and hour of the
        meeting, which notice may be written or oral. Any member of the executive
        committee may waive notice of any meeting and no notice of any meeting need
        be
        given to any member thereof who attends in person. The notice of a meeting
        of
        the executive committee need not state the business proposed to be transacted
        at
        the meeting.
  30
  **Section
        5.**  **Quorum.** A
        majority of the members of the executive committee shall constitute a quorum
        for
        the transaction of business at any meeting thereof, and action of the executive
        committee must be authorized by the affirmative vote of a majority of the
        members present at a meeting at which a quorum is present.
 
 **Section
        6.**  **Action
        Without a Meeting.** Any
        action required or permitted to be taken by the executive committee at a
        meeting
        may be taken without a meeting if a consent in writing, setting forth the
        action
        so taken, shall be signed by all of the members of the executive committee.
 
 **Section
        7.**  **Vacancies.** Any
        vacancy in the executive committee may be filled by a resolution adopted
        by a
        majority of the full board of directors.
 
 **Section
        8.**  **Resignations
        and Removal.** Any
        member of the executive committee may be removed at any time with or without
        cause by resolution adopted by a majority of the full board of directors.
        Any
        member of the executive committee may resign from the executive committee
        at any
        time by giving written notice to the chairman of the board or the president
        of
        the subsidiary holding company. Unless otherwise specified, such resignation
        shall take effect upon its receipt; the acceptance of such resignation shall
        not
        be necessary to make it effective.
 
 **Section
        9.**  **Procedure.** The
        executive committee shall elect a presiding officer from its members and
        may fix
        its own rules of procedure, which shall not be inconsistent with these bylaws.
        It shall keep regular minutes of its proceedings and report the same to the
        board of directors for its information at the meeting held next after the
        proceedings shall have occurred.
 
 **Section
        10.**  **Other
        Committees.** The
        board of directors may by resolution establish an audit, loan, or other
        committee composed of directors which is not designated by these Bylaws as
        it
        may determine to be necessary or appropriate for the conduct of the business
        of
        the subsidiary holding company and may prescribe the duties, constitution
        and
        procedures thereof.
 
 **ARTICLE
        V - Officers**
 
 **Section
        1.**  **Positions.** The
        officers of the subsidiary holding company shall be a president, one or more
        vice presidents, a secretary, and a treasurer, each of whom shall be elected
        by
        the board of directors. The president shall be elected by and from the board
        of
        directors and shall be the chief executive officer of the subsidiary holding
        company. The offices of the secretary and treasurer may be held by the same
        person and a vice president may also be either the secretary or the treasurer.
        The board of directors may designate one or more vice presidents as executive
        vice president or senior vice president. The board of directors or the president
        also may elect or appoint such other officers as the business of the subsidiary
        holding company may require. The officers shall have such authority and perform
        such duties as the board of directors may from time to time authorize or
        determine. In the absence of action by the board of directors, the officers
        shall have such powers and duties as generally pertain to their respective
        offices.
 
 **Section
        2.**  **Election
        and Term of Office.** The
        officers of the subsidiary holding company shall be elected annually at the
        first meeting of the board of directors held after each annual meeting of
        the
        shareholders. If the election of officers is not held at such meeting, such
        election shall be held as soon thereafter as possible. Each officer shall
        hold
        office until a successor has been duly elected and qualified or until the
        officer’s death, resignation, or removal in the manner hereinafter provided.
        Election or appointment of an officer, employee, or agent shall not of itself
        create contractual rights. The board of directors may authorize the subsidiary
        holding company to enter into an employment contract with any officer in
        accordance with regulations of the OTS; but no such contract shall impair
        the
        right of the board of directors or the president to remove any officer at
        any
        time in accordance with Section 3 of this Article V.
 
   31
  **Section
        3.****Removal.**Any
        officer may be removed by the board of directors or the presidentwhenever in their judgment the best interests of the subsidiary holding
        company will be served thereby, but such removal, other than for cause, shall
        be
        without prejudice to the contractual rights, if any, of the person so
        removed.
 
 **Section
        4.**  **Vacancies.** A
        vacancy in any office because of death, resignation, removal, disqualification,
        or otherwise, may be filled by the board of directors or by the president
        for
        the unexpired portion of the term.
 
 **Section
        5.**  **Remuneration.** The
        remuneration of the officers shall be fixed from time to time by the board
        of
        directors.
 
 **ARTICLE
        VI - Contracts, Loans, Checks, and Deposits**
 
 **Section
        1.**  **Contracts.** To the
        extent permitted by regulations of the OTS, and except as otherwise prescribed
        by these bylaws with respect to certificates for shares, the board of directors
        may authorize any officer, employee or agent of the subsidiary holding company
        to enter into any contract or execute and deliver any instrument in the name
        of
        and on behalf of the subsidiary holding company. Such authority may be general
        or confined to specific instances.
 
 **Section
        2.**  **Loans.** No loans
        shall be contracted on behalf of the subsidiary holding company, and no evidence
        of indebtedness shall be issued in its name unless authorized by the board
        of
        directors. Such authority may be general or confined to specific
        instances.
 
 **Section
        3.**  **Checks,
        Drafts, Etc.** All
        checks, drafts, or other orders for the payment of money, notes, or other
        evidences of indebtedness issued in the name of the subsidiary holding company
        shall be signed by one or more officers, employees, or agents of the subsidiary
        holding company in such manner as shall from time to time be determined by
        the
        board of directors.
 
 **Section
        4.**  **Deposits.** All
        funds of the subsidiary holding company not otherwise employed shall be
        deposited from time to time to the credit of the subsidiary holding company
        in
        any duly authorized depositories as the board of directors may
        select.
 
 **ARTICLE
        VII - Certificates for Shares and Their Transfer**
 
 **Section
        1.**  **Certificates
        for Shares.** Certificates representing shares of capital stock of the subsidiary holding
        company shall be in such form as shall be determined by the board of directors
        and approved by the OTS. Such certificates shall be signed by the chief
        executive officer or by any other officer of the subsidiary holding company
        authorized by the board of directors, attested by the secretary or an assistant
        secretary, and sealed with the corporate seal or a facsimile thereof. The
        signatures of such officers upon a certificate may be facsimiles if the
        certificate is manually signed on their behalf by a transfer agent or a
        registrar, other than the subsidiary holding company itself or one of its
        employees. Each certificate for shares of capital stock shall be consecutively
        numbered or otherwise identified. The name and address of the person to whom
        the
        shares are issued, with the number of shares and date of issue, shall be
        entered
        on the stock transfer books of the subsidiary holding company. All certificates
        surrendered to the subsidiary holding company for transfer shall be canceled
        and
        no new certificate shall be issued until the former certificate for a like
        number of shares has been surrendered and canceled, except that in the case
        of a
        lost or destroyed certificate, a new certificate may be issued upon such
        terms
        and indemnity to the subsidiary holding company as the board of directors
        may
        prescribe.
 
 **Section
        2.**  **Transfer
        of Shares.** Transfer
        of shares of capital stock of the subsidiary holding company shall be made
        only
        on its stock transfer books. Authority for such transfer shall be given only
        by
        the holder of record thereof or by his legal representative, who shall furnish
        proper evidence of such authority, or by his attorney thereunto authorized
        by a
        duly executed power of attorney and filed with the subsidiary
        holding
  32
  company.
        Such transfer shall be made only on surrender for cancellation of the
        certificate for such shares. The person in whose name the shares of capital
        stock stand on the books of the subsidiary holding company shall be deemed
        by
        the subsidiary holding company to be the owner for all purposes.
 
 **ARTICLE
        VIII - Fiscal Year**
 
 The
        fiscal year of the subsidiary holding company shall end on the 31st day of
        December of each year. The appointment of such accountants shall be subject
        to
        annual ratification by the shareholders.
 
 **ARTICLE
        IX - Dividends**
 
 Subject
        only to the terms of the subsidiary holding company’s charter and the
        regulations and orders of the OTS, the board of directors may, from time
        to
        time, declare, and the subsidiary holding company may pay, dividends on its
        outstanding shares of capital stock.
 
 **ARTICLE
        X - Corporate Seal**
 
 The
        board
        of directors shall provide a subsidiary holding company seal which shall
        be two
        concentric circles between which shall be the name of the subsidiary holding
        company. The year of incorporation or an emblem may appear in the
        center.
 
 **ARTICLE
        XI - Amendments**
 
 These
        bylaws may be amended in a manner consistent with regulations of the OTS
        and
        shall be effective after: (A) approval of the amendment by a majority vote
        of
        the authorized board of directors, or by a majority vote of the votes cast
        by
        the shareholders of the subsidiary holding company at any legal meeting;
        and (B)
        receipt of any applicable regulatory approval. When the subsidiary holding
        company fails to meet its quorum requirements, solely due to vacancies on
        the
        board, then the affirmative vote of a majority of the sitting board will
        be
        required to amend the bylaws.
 
 **ARTICLE
        XII - Indemnification**
 
 The
        subsidiary holding company shall indemnify its directors, officers and employees
        in accordance with the following requirements:
 
 **Section
        1.**  **Definitions
        and Rules of Construction.** (A) The
        following definitions apply for purposes of this Article XII:
 
 (1)  *Action.* The term
“action” means any judicial or administrative proceeding, or threatened
        proceeding, whether civil, criminal or otherwise, including any appeal or
        other
        proceeding for review.
 
 (ii)  *Court.* The term
“court” includes, without limitation, any court to which or in which any appeal
        or any proceeding for review is brought.
 
 (iii)  *Final
        judgment.* The term
“final judgment” means a judgment, decree or order that is not appealable or as
        to which the period for appeal has expired with no appeal taken.
 
 (iv)  *Settlement.* The term
“settlement” includes entry of a judgment by consent or confession or a plea of
        guilty or *nolo
        contendere* .
 
 (B)  References
        in this Article XII to any individual or other person, including any subsidiary
        holding company, shall include legal representatives, successors and assigns
        thereof.
   33
  **Section
        2.**  **Indemnification.** Subject
        to Sections 3 and 7 of this Article XII, the subsidiary holding company shall
        indemnify any person against whom an action is brought or threatened because
        that person is or was a director, officer or employee of the subsidiary holding
        company for:
 
 (A)  any
        amount for which that person becomes liable under a judgment in such action;
        and
 
 (B)  reasonable
        costs and expenses, including reasonable attorney’s fees, actually paid or
        incurred by that person in defending or settling such action, or in enforcing
        his or her rights under this Article XII if he or she attains a favorable
        judgment in such enforcement action.
 
 **Section
        3.**  **Requirements
        for Indemnification.** Indemnification shall be made to such person under Section 2 of this Article
        XII
        only if:
 
 (A)
              final
                  judgment on the merits is in his or her favor; or
 
 (B)
              in
                  case of:
 
 (i)
        settlement;
 
 (ii)
        final judgment against him or her; or
 
 (iii)
        final judgment in his or her favor, other than on the merits, if a majority
        of
        the disinterested directors of the subsidiary holding company determines
        that he
        or she was acting in good faith within the scope of his or her employment
        or
        authority as he or she could have reasonably perceived it under the
        circumstances and for a purpose he or she could reasonably have believed
        under
        the circumstances was in the best interests of the subsidiary holding company
        or
        its shareholders.
 
 However,
        no indemnification shall be made unless the subsidiary holding company gives
        the
        OTS at least sixty (60) days notice of its intention to make such
        indemnification. Such notice shall state the facts on which the action arose,
        the terms of any settlement and any disposition of the matter by a court.
        Such
        notice, a copy thereof and a certified copy of the resolution containing
        the
        required determination by the Board shall be sent to the Regional Director
        of
        the OTS, who shall promptly acknowledge receipt thereof. The notice period
        shall
        run from the date of such receipt. No such indemnification shall be made
        if the
        OTS advises the subsidiary holding company in writing, within such notice
        period, of his or her objection thereto.
 
 **Section
        4.**  **Insurance.** The
        subsidiary holding company may obtain insurance to protect it and its directors,
        officers and employees from potential losses arising from claims against
        any of
        them for alleged wrongful acts, or wrongful acts committed in their capacity
        as
        directors, officers or employees. However, the subsidiary holding company
        may
        not obtain insurance that provides for payment of losses of any person incurred
        as a consequence of his or her willful or criminal misconduct.
 
 **Section
        5.**  **Payment
        of expenses.** If a
        majority of the directors of the subsidiary holding company conclude that,
        in
        connection with an action, any person ultimately may become entitled to
        indemnification under this Article XII, the directors may authorize payment
        of
        reasonable costs and expenses, including reasonable attorneys’ fees, arising
        from the defense or settlement of such action. Nothing in this Section 5
        shall
        prevent the directors of the subsidiary holding company from imposing such
        conditions on a payment of expenses as they deem warranted and in the interests
        of the subsidiary holding company. Before making advance payment of expenses
        under this Section 5, the subsidiary holding company shall obtain an agreement
        that the subsidiary holding company will be repaid if the person on whose
        behalf
        payment is made is later determined not to be entitled to such
        indemnification.
  34
  **Section
        6.**  **Exclusiveness
        of provisions.** The
        subsidiary holding company shall not indemnify any person referred to in
        Section
        2 of this Article XII or obtain insurance referred to in Section 4 of this
        Article XII other than in accordance with this Article XII.
 
 **Section
        7.**  **Statutory
        Limitation.** The
        indemnification provided for in Section 2 of this Article XII is subject
        to and
        qualified by 12 U.S.C. §1821(k).
         35