**Exhibit  3.3**








**UNITED
      FINANCIAL BANCORP, INC.**





**AMENDED
      AND RESTATED**


**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 150 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 150-day period
      as the Board of Directors may determine.




**Section
      3.**                      **Special
      Meetings.**  Special meetings of the shareholders for any
      purpose or purposes, unless otherwise prescribed by the 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.


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**Section
      6.**                      **Fixing
      of Record Date.**  For the purpose of determining shareholders
      entitled to notice of or to vote at any meeting of shareholders or any
      adjournment, or shareholders entitled to receive payment of any dividend, or
      in
      order to make a determination of shareholders for any other proper purpose,
      the
      board of directors shall fix in advance a date as the record date for any such
      determination of shareholders.  Such date in any case shall be not
      more than 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.


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**Section
      11.**                    **Voting
      of Shares of Certain Holders.**  Shares standing in the name of
      another corporation may be voted by any officer, agent, or proxy as the bylaws
      of such corporation may prescribe, or, in the absence of such provision, as
      the
      board of directors of such corporation may determine.  Shares held by
      an administrator, executor, guardian, or conservator may be voted by him or
      her,
      either in person or by proxy, without a transfer of such shares into his or
      her
      name. Shares standing in the name of a trustee may be voted by him or her,
      either in person or by proxy, but no trustee shall be entitled to vote shares
      held by him or her without a transfer of such shares into his 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.





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**Section
      14.**                   **New
      Business.**  Any new business to be taken up at the annual
      meeting shall be stated in 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 nine (9)
      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 following 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.


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**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.


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**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.





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**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.





**Section
      3.**                      **Removal.**  Any
      officer may be removed by the board of directors or the president whenever
      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.


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**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
      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.


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**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.





**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:


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(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.





**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).





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