Mahwah, New Jersey

                                 REVISED BYLAWS

                        Adopted by the Board of Directors
                                 April 12, 2000


ARTICLE I - SHAREHOLDERS MEETINGS

1.          Annual Meeting - The annual meeting of shareholders for the election
            of directors and such other business as may properly come before the
            meeting shall be held on such date, time and at such place each year
            as may be set by vote of the Board.  The meeting  shall be held upon
            not less than ten nor more than 60 days written  notice of the date,
            time, place and purposes of the meeting.

2.          Special  Meetings - A special meeting of shareholders  may be called
            for any purpose by the Chairman of the Board,  the  President or the
            Board of  Directors.  A special  meeting shall be held upon not less
            than ten nor more than sixty days written notice of the time,  place
            and purposes of the meeting.

3.          Action Without Meeting - The  shareholders may act without a meeting
            by written  consent or  consents  pursuant to N.J.S.  14A:5-6.  Such
            written consent or consents shall be filed in the minute book.

4.          Quorum - A majority of the outstanding  common stock  represented in
            person  or by proxy  shall  constitute  a quorum at any  meeting  of
            shareholders.  Less than a quorum may adjourn any  meeting,  and the
            meeting may be held, as adjourned, without further notice.

5.          Shareholder Action - A majority of the votes cash shall decide every
            question or matter  submitted  to the  shareholders  at any meeting,
            unless   otherwise   provided  by  law  or  by  the  certificate  of
            incorporation.

6.          Record  Date - The Board of  Directors  shall fix a record  date for
            each  meeting of  shareholders  and for other  corporate  action for
            purposes of determining the  shareholders of the Corporation who are
            entitled   to:  (i)  notice  of  or  to  vote  at  any   meeting  of
            shareholders;  (ii) give a written  consent to any action  without a
            meeting; or (iii) receive payment of any dividend,  distribution, or
            allotment of any right. The record date shall not be more than sixty
            days nor less than ten days prior to the  shareholders  meeting,  or
            other corporate action or event to which it relates.

7.          Mailing or Delivering Notice - Shareholders shall be under a duty to
            notify  the  Secretary  of the  Corporation  of any  change in their
            address.  All  notices,   dividends  or  distributions  to  which  a
            shareholder  is entitled  shall be mailed to the most recent address
            listed for each shareholder on the books of the Corporation.

8.          Inspectors  of  Election  - Every  election  of  directors  shall be
            managed  by an  inspector,  who shall be  appointed  by the Board of
            Directors.  The inspector of election shall tabulate the proxies and
            ballots for the election of directors and, after the election, shall
            file with the secretary of the meeting a certificate under his hand,
            certifying  the  result  thereof  and  the  names  of the  directors
            elected.  The inspector of election,  at the request of the Board of
            Directors  or  Chairman of the  meeting,  shall act as teller of any
            other vote by ballot taken at such  meeting,  and shall  certify the
            result thereof.

9.          Proxies - Shareholders  may vote at any meeting of the  shareholders
            by proxies duly authorized in writing.


ARTICLE II - DIRECTORS

1.          Board of Directors - The Board of  Directors  (the  "Board"),  shall
            have power to manage and  administer the business and affairs of the
            Corporation.  Except as expressly  limited by law, all powers of the
            Corporation shall be vested and may be exercised by the Board.

2.          Number  and Term of Office - The  number of  directors  shall be not
            less than five and not more than twenty-five. The exact number shall
            be  determined by the Board.  Directors  shall be divided into three
            classes, as nearly equal in number as possible.  Directors of one of
            the  classes  shall be elected by the  shareholders  at each  annual
            meeting,  and the  directors so elected  shall hold office until the
            third  succeeding  annual  meeting of  shareholders  and until their
            successors  shall  have been  elected  and  qualified.  If the Board
            changes the number of directors  constituting a full Board,  the new
            number shall be  apportioned as nearly equally as possible among the
            three  classes,  provided that no  director's  term of office may be
            shortened  by his or her being  reassigned  to  another  class,  and
            provided  further that new directors may be elected to terms shorter
            than  three  years if  necessary,  to keep the  classes  of equal or
            nearly  equal size.  The Board shall have the right to increase  the
            number of directors between annual meetings and to fill vacancies so
            created and other vacancies occurring for any reason,  provided that
            vacancies  caused by  increasing  the number of  directors  shall be
            apportioned as nearly equally as possible among the three classes of
            directors,  and  provided  further that  directors  appointed by the
            Board to fill  vacancies  occurring  for any reason shall serve only
            until the next  annual  meeting of  shareholders  (and  until  their
            successors  shall have been elected and qualified) at which time the
            balance of their terms, if any, shall be filled by directors elected
            by the shareholders.

3.          Regular  Meetings  - A regular  meeting  of the Board  shall be held
            without  notice  immediately  following and at the same place as the
            annual  shareholders'  meeting for the purpose of electing  officers
            and  conducting  any other  business as may come before the meeting.
            The Board  shall hold a regular  meeting  each  month.  Any  regular
            meeting may be omitted  entirely.  All regular  meetings may be held
            without  notice to any director,  except that a director not present
            at the time of the adoption of the meeting  schedule  setting  forth
            different or additional  regular  meeting dates shall be entitled to
            notice of those meetings,  which notice may be in the form of a copy
            of the meeting schedule as adopted.

4.          Special  Meetings - A special meeting of the Board may be called for
            any  purpose  at any  time  by the  Chairman  of the  Board,  by the
            President or by five directors.  The meeting shall be held upon such
            notice as is reasonable under the circumstances,  but if the meeting
            is not called by the  Chairman or the  President  then upon not less
            than one day's  notice if given  orally  (either by  telephone or in
            person),  or upon  not  less  than  two  days'  notice  if  given by
            telegraph or by mail to the  business or  residence  address of each
            director.  The  notice  shall  specify  the  time  and  place of the
            meeting.

5.          Action  Without  Meeting - The Board may act  without a meeting  if,
            prior or  subsequent  to the action,  each member of the board shall
            consent in writing to the action.  The written consent or consent or
            consents shall be filed in the minute book.

6.          Quorum - A majority of the  directors  shall  constitute a quorum at
            any meeting,  except when otherwise provided by law or these bylaws.
            However,  a smaller  number may  adjourn any meeting and the meeting
            may be held, as adjourned,  without further  notice.  The act of the
            majority  present at a meeting at which a quorum is present shall be
            the act of the  Board,  unless  otherwise  provided  by law or these
            bylaws.

7.          Vacancies  in  Board  of  Directors  - Any  vacancy  in  the  Board,
            including  a  vacancy  caused  by  an  increase  in  the  number  of
            directors,  may be filled by the  affirmative  vote of a majority of
            the remaining directors.


ARTICLE III - COMMITTEES OF THE BOARD

1.          Executive Committee - The Bank's Amended and Restated Certificate of
            Incorporation provides that:

                        "An Executive Committee of the Board of Directors may be
                        appointed  from time to time by the  Board of  Directors
                        from among the Directors."

            There  shall be an  Executive  Committee  of the Board of  Directors
            composed of seven  members to be appointed  from time to time by the
            Board of  Directors,  all of whom shall hold office from the time of
            their  appointment until the first meeting of the Board of Directors
            following the next annual  meeting of  stockholders  and until their
            successors are appointed.  Two of such members shall be the Chairman
            and the President.

            The  Executive  Committee  may make  rules and  regulations  for the
transaction of its business subject to the approval of the Board of Directors.

            The Executive  Committee shall have all of the powers and be subject
            to all of the  duties  provided  by  law  subject,  however,  to the
            limitation  that the  executive  Committee  shall  act only  between
            meetings  of the Board and only on matters  which in the  opinion of
            the Committee should not be deferred for Board action.

            The  minutes of each  meeting of the  Executive  Committee  shall be
            presented to the Board of  Directors  at its next meeting  following
            such  meeting  of  the  Executive  Committee,  except  as  otherwise
            provided by law.

2.          Other  Committees - The Board may appoint,  from time to time, other
            committees  for such  purposes and with such powers as the Board may
            determine.


ARTICLE IV - WAIVERS OF NOTICE

            Any  notice  required  by  these  bylaws,   by  the  certificate  of
            incorporation,  or by the New Jersey Business Corporation Act may be
            waived in writing by any person entitled to notice.  The waiver,  or
            waivers,  may be  executed  either  before or after  the event  with
            respect to which the notice is waived.  Each director or shareholder
            attending a meeting without protesting, prior to its conclusion, the
            lack of proper  notice shall be deemed  conclusively  to have waived
            notice of the meeting.

ARTICLE V -- OFFICERS

1.          Election - At its regular  meeting  following the annual  meeting of
            shareholders,  the Board  shall  elect a Chairman,  a  President,  a
            Treasurer,  a Secretary,  and it may elect such other officers as it
            shall deem necessary. One person may hold two or more offices.

2.          Chairman of the Board - The Board  shall  appoint one of its members
            to be Chairman  of the Board to serve at the  pleasure of the Board.
            Such person  shall  preside at all  meetings of the Board and of the
            shareholders. The Chairman of the Board shall supervise the carrying
            out of the overall  policies and objectives of the  Corporation  and
            may exercise such specific additional powers and duties as from time
            to time may be assigned by the Board.  In the absence or  disability
            of the President, the Chairman shall perform his duties.

3.          President  - The  Board  shall  appoint  one  of its  members  to be
            President of the  Corporation.  In the absence or  disability of the
            Chairman,  the  President  shall preside at any meeting of the Board
            unless  the Board  appoints  a  temporary  Chairman.  Subject to the
            authority of the Board,  and on matters of overall policy subject to
            consultation  with the Chairman,  the  President  shall have general
            executive  powers and shall have and may  exercise any and all other
            powers and duties  pertaining  by law or  practice  to the office of
            President.  The  President  shall  also have and may  exercise  such
            further  powers and duties as from time to time may be  conferred or
            assigned by the Board.  The President shall be an ex-officio  member
            of all Board Committees to which he is not appointed.

4.          Vice  President - The Board may appoint one or more Vice  Presidents
            who shall  perform the duties and have the authority as from time to
            time may be delegated to him by the  Chairman,  the  President or by
            the Board.

5.          Secretary - The Board shall  appoint a Secretary of the  Corporation
            who shall be custodian of the corporate seal, records, documents and
            papers.  The Secretary shall have and may exercise any and all other
            powers and duties  pertaining  by law or  practice  to the office of
            Secretary  and  shall  also  perform  such  other  duties  as may be
            assigned from time to time by the Board.

6.          Secretary to the Board - The Board shall  appoint a Secretary to the
            Board who shall be  Secretary  for  meetings  of the Board and shall
            keep accurate minutes of those meetings.

7.          Treasurer - The Board shall  appoint a Treasurer  who shall have the
            custody of the funds and  securities  of the  Corporation  and shall
            keep  or  cause  to  be  kept  regular  books  of  account  for  the
            corporation.  The  Treasurer  shall  perform  such other  duties and
            possess  such other powers as are incident to his office or as shall
            be assigned to him by the President or the Board.

8.          Other  Officers - The Board may appoint one or more  Assistant  Vice
            Presidents, one or more Assistant Secretaries, one or more Assistant
            Treasurers,  and such other officers as from time to time may appear
            to the Board to be required or desirable to transact the business of
            the  Corporation.  Such officers  shall  respectively  exercise such
            powers and perform such duties as pertain to their several  offices,
            or as may be conferred  upon, or assigned to them by the Board,  the
            Chairman of the Board, or the President.

9.          Tenure  of  Office  - The  Chairman,  the  President  and all  other
            officers  shall hold  office at the will of the Board.  Any  vacancy
            occurring  in  the  office  of  Chairman,  President,  Secretary  or
            Treasurer shall be filled by the Board.


ARTICLE VI - SHARE CERTIFICATES

            The shares of the  Corporation  shall be represented by certificates
            signed by or in the name of the Corporation,  by the Chairman of the
            Board, or the President or a Vice  President,  and by the Secretary,
            Treasurer,   Assistant  Secretary  or  Assistant  Treasurer  of  the
            Corporation, and may be sealed with the seal of the Corporation. Any
            signature and the seal may be  reproduced by facsimile.  In case any
            officer who has signed or whose facsimile  signature has been placed
            upon such  certificate  shall have ceased to be such officer  before
            such certificate is issued, it may be issued by the Corporation with
            the same effect as if he were such officer at the date of its issue.


ARTICLE VII - AMENDMENTS TO AND EFFECT OF BYLAWS:  FISCAL YEAR

1.          Force  and  Effect  of  Bylaws - These  bylaws  are  subject  to the
            provisions  of the  New  Jersey  Business  Corporation  Act  and the
            Corporation's  Certificate  of  Incorporation,  as it may be amended
            from time to time. If any provision in these bylaws is  inconsistent
            with a provision of the Act or the Certificate of Incorporation, the
            provisions  of the Act or the  Certificate  of  Incorporation  shall
            govern.

2.          Amendments  to Bylaws - These  bylaws may be  altered,  amended,  or
            repealed  by the  shareholders  or the  Board.  Any  bylaw  adopted,
            amended,  or repealed by the shareholders may be amended or repealed
            by the Board,  unless the  resolution of the  shareholders  adopting
            such bylaw expressly reserves to the shareholders the right to amend
            or repeal it.

3.          Fiscal-Year - The fiscal year of the Corporation  shall begin on the
            first day of January each year.

4.          Records - The  Certificate  of  Incorporation,  the bylaws,  and the
            proceedings  of all  meetings of the  shareholders,  the Board,  and
            standing  committees of the Board,  shall be recorded in appropriate
            minute books  provided for the purpose.  The minutes of each meeting
            shall be signed by the Secretary or other  officer  appointed to act
            as secretary of the meeting.

5.          Inspection  - A copy of the  bylaws,  with all  amendments  thereto,
            shall at all times be kept in a  convenient  place at the  principal
            place of business of the Corporation, and for a proper purpose shall
            be open for inspection to any shareholder during business hours.