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                                                                     Exhibit 3.2

                                                               November 20, 1998

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                                     BY-LAWS

                                       OF

                     SEACOAST FINANCIAL SERVICES CORPORATION


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                                TABLE OF CONTENTS

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<S>                                                                           <C>
ARTICLE I. ORGANIZATION........................................................1

  1.01. NAME AND POWERS........................................................1
  1.02. INTERESTED STOCKHOLDER AND DISINTERESTED DIRECTORS.....................1

ARTICLE II. STOCKHOLDERS.......................................................1

  2.01. ANNUAL MEETING.........................................................1
  2.02. SPECIAL MEETINGS.......................................................1
  2.03. MATTERS TO BE CONSIDERED AT ANNUAL MEETINGS............................2
  2.04. NOTICE OF MEETINGS.....................................................3
  2.05. QUORUM.................................................................3
  2.06. VOTING AND PROXIES.....................................................4
  2.07. ACTION AT MEETING......................................................4
  2.08. ACTION WITHOUT MEETING.................................................4
  2.09. PRESIDING OFFICER......................................................4
  2.10. VOTING PROCEDURES AND INSPECTORS OF ELECTIONS..........................5
  2.11. RESCHEDULING OF MEETINGS; ADJOURNMENTS.................................5

ARTICLE III. DIRECTORS.........................................................5

  3.01. POWERS.................................................................5
  3.02. COMPOSITION AND TERM...................................................5
  3.03. DIRECTOR NOMINATIONS...................................................6
  3.04. QUALIFICATIONS.........................................................7
  3.05. RESIGNATION............................................................7
  3.06. REMOVAL................................................................7
  3.07. VACANCIES..............................................................7
  3.08. COMPENSATION...........................................................8
  3.09. REGULAR MEETINGS.......................................................8
  3.10. SPECIAL MEETINGS.......................................................8
  3.11. NOTICE OF SPECIAL MEETINGS.............................................8
  3.12. QUORUM.................................................................9
  3.13. ACTION AT MEETING......................................................9
  3.14. ACTION BY CONSENT......................................................9
  3.15. PRESUMPTION OF ASSENT..................................................9
  3.16. COMMITTEES.............................................................9
  3.17. POWERS OF EXECUTIVE COMMITTEE..........................................9
  3.18. MANNER OF PARTICIPATION...............................................10

ARTICLE IV. OFFICERS..........................................................10

  4.01. ENUMERATION...........................................................10
  4.02. ELECTION..............................................................10
  4.03. QUALIFICATION.........................................................10
  4.04. TENURE................................................................10
  4.05. REMOVAL...............................................................11
  4.06. VACANCIES.............................................................11
</Table>

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<S>                                                                           <C>
  4.07. CHAIRMAN OF THE BOARD.................................................11
  4.08. CHIEF EXECUTIVE OFFICER...............................................11
  4.09. PRESIDENT AND VICE PRESIDENTS.........................................11
  4.10. TREASURER AND ASSISTANT TREASURERS....................................11
  4.11. CLERK AND ASSISTANT CLERKS............................................11
  4.12. SECRETARY AND ASSISTANT SECRETARIES...................................12
  4.13. OTHER POWERS AND DUTIES...............................................12

ARTICLE V. CAPITAL STOCK......................................................12

  5.01. CERTIFICATES OF STOCK.................................................12
  5.02. TRANSFERS.............................................................12
  5.03. RECORD HOLDERS........................................................12
  5.04. RECORD DATE...........................................................12
  5.05. REPLACEMENT OF CERTIFICATES...........................................13
  5.06. ISSUANCE OF CAPITAL STOCK.............................................13
  5.07. DIVIDENDS.............................................................13

ARTICLE VI. MISCELLANEOUS PROVISIONS..........................................13

  6.01. FISCAL YEAR...........................................................13
  6.02. SEAL..................................................................13
  6.03. EXECUTION OF INSTRUMENTS..............................................13
  6.04. VOTING OF SECURITIES..................................................13
  6.05. RESIDENT AGENT........................................................14
  6.06. CORPORATION RECORDS...................................................14
  6.07. ARTICLES OF ORGANIZATION..............................................14
  6.08. BY-LAW AMENDMENTS.....................................................14
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                                     BY-LAWS
                                       OF
                     SEACOAST FINANCIAL SERVICES CORPORATION

                                   ARTICLE I.
                                  ORGANIZATION

     1.01. NAME AND POWERS. The name of this Corporation shall be "Seacoast
Financial Services Corporation". The Corporation shall have and may exercise all
the powers, privileges and authority, express, implied and incidental, now or
hereafter conferred by applicable law and the Corporation's Articles of
Organization.

     1.02. INTERESTED STOCKHOLDER AND DISINTERESTED DIRECTORS. As used in these
By-Laws, the terms "Interested Stockholder" and "Disinterested Director" shall
have the same respective meanings assigned to them in the Corporation's Articles
of Organization. Any determination of beneficial ownership of securities under
these By-Laws shall be made in the manner specified in the Articles of
Organization.

                                   ARTICLE II.
                                  STOCKHOLDERS

     2.01. ANNUAL MEETING. The annual meeting of the stockholders for elections
and other purposes shall be held on the third Thursday in May at 10 a.m. (or if
that be a legal holiday in the place where the meeting is to be held, on the
next succeeding full business day), at the main office of the Corporation in
Massachusetts, unless a different hour, date or place within or without the
United States is fixed by the Board of Directors, the Chairman of the Board or
the President. If no annual meeting has been held on the date fixed above, a
special meeting in lieu thereof may be held, and such special meeting shall have
for the purposes of these By-Laws or otherwise all the force and effect of an
annual meeting.

     2.02. SPECIAL MEETINGS. Special meetings of stockholders may be called by a
majority of the Directors then in office (PROVIDED, HOWEVER, that if there is an
Interested Stockholder, any such call by the Board of Directors shall also
require the affirmative vote of a majority of the Disinterested Directors then
in office). Special meetings shall be called by the Clerk or in the case of the
death, absence, incapacity or refusal of the Clerk, by any other officer, upon
written application of one or more stockholders who hold at least 66-2/3% in
interest of the capital stock entitled to vote at such meeting. Application to a
court pursuant to Section 34(b) of Chapter 156B of the General Laws of The
Commonwealth of Massachusetts requesting the call of a special meeting of
stockholders because none of the officers is able and willing to call such a
meeting may be made only by stockholders who hold at least 66-2/3% in interest
of the capital stock entitled to vote at such meeting.

     Any written application for a special meeting by one or more stockholders
shall set forth as to each matter proposed to be brought before the special
meeting (a) a brief description of the proposal desired to be brought before the
special meeting and the reasons for conducting such business at the special
meeting, (b) the name and address, as they appear on the Corporation's

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books, of the stockholder(s) proposing such business and any other stockholders
known by such stockholder(s) to be supporting such proposal, (c) the class and
number of shares of the Corporation's capital stock which are beneficially owned
by the stockholder(s) on the date of such stockholder application and by any
other stockholders known by such stockholder(s) to be supporting such proposal
on the date of such stockholder application, and (d) any financial interest of
the supporting stockholder(s) in such proposal. The Board of Directors or a
designated committee thereof may reject any stockholder proposal not made in
accordance with the terms of this Section 2.02.

     The hour, date and place of any special meeting and the record date for
determining the stockholders having the right to notice of and to vote at such
meeting shall be determined by the Board of Directors or the President. At a
special meeting of stockholders, only such business shall be conducted, and only
such proposals shall be acted upon, as shall have been stated in the written
notice of the special meeting, unless otherwise provided by law.

     2.03. MATTERS TO BE CONSIDERED AT ANNUAL MEETINGS. At an annual meeting of
stockholders, only such new business shall be conducted, and only such proposals
shall be acted upon as shall be proper subjects for stockholder action pursuant
to the Articles of Organization, these By-Laws, or applicable law and shall have
been brought before the annual meeting (a) by, or at the direction of, the Board
of Directors, the Chairman of the Board, or the President or (b) by any holder
of record (both as of the time notice of such proposal is given by the
stockholder as set forth below and as of the record date for the Annual Meeting
in question) of any shares of capital stock of the Corporation entitled to vote
at such Annual Meeting who complies with the requirements set forth in this
Section 2.03.

     For a proposal to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Clerk of the Corporation. To be timely, a stockholder's notice must be
received at the principal executive offices of the Corporation not less than 60
days nor more than 150 days prior to the scheduled annual meeting, regardless of
any postponements, deferrals or adjournments of that meeting to a later date;
PROVIDED, HOWEVER, that if less than 70 days' notice or prior public disclosure
of the date of the scheduled annual meeting is given or made, notice by the
stockholder to be timely must be so delivered or received not later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the day on
which public disclosure was made. A stockholder's notice to the Clerk shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal, (c) the class and number of shares
of the Corporation's capital stock which are beneficially owned by the
stockholder on the date of such stockholder notice and by any other stockholders
known by such stockholder to be supporting such proposal on the date of such
stockholder notice, and (d) any financial interest of the stockholder in such
proposal.

     The Board of Directors, a designated committee thereof or the presiding
officer at the Annual Meeting may reject any stockholder proposal not made in
accordance with the terms of

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this Section 2.03. If there is an Interested Stockholder, any determinations to
be made by the Board of Directors or a designated committee thereof pursuant to
the provisions of this Section 2.03 shall also require the concurrence of a
majority of the Disinterested Directors then in office.

     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 matter shall be acted upon
at such annual meeting unless stated and filed as herein provided.

     Notwithstanding the provisions of this Section 2.03, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the rules and regulations thereunder
with respect to the matters set forth in this Section 2.03.

     Nothing contained in this Section 2.03 shall require proxy materials
distributed by the management of the Corporation to include any information with
respect to stockholder proposals.

     2.04. NOTICE OF MEETINGS. A written notice of all annual and special
meetings of stockholders shall state the place, date, hour, and purposes of such
meetings, and shall be given by the Clerk or an Assistant Clerk (or other person
authorized by these By-Laws or by law) at least seven (7) days (or such longer
period as may be required by law) before the meeting to each stockholder
entitled to vote at such meeting or to each stockholder who, under the Articles
of Organization, or under these By-laws, is entitled to such notice, by leaving
such notice with him or her or at his or her residence or usual place of
business, or by mailing it, postage prepaid, and addressed to such stockholder
at his or her address as it appears on the stock transfer books of the
Corporation. When any stockholders' 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 thereat, other than an
announcement at the meeting at which such adjournment is taken. A written waiver
of notice, executed before or after a meeting by such stockholder or his or her
attorney thereunto authorized and filed with the records of the meeting, shall
be deemed equivalent to notice of the meeting.

     2.05. QUORUM. The holders of a majority in interest of all stock issued,
outstanding, and entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders, but if less than a quorum is
present at a meeting, a majority in interest of the stockholders present or the
presiding officer may adjourn the meeting from time to time and the meeting may
be held as adjourned without further notice, except as provided in Section 2.04.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly constituted meeting may
continue to transact business until adjournment notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

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     2.06. VOTING AND PROXIES. Stockholders shall have one vote for each share
of stock entitled to vote owned by them of record according to the books of the
Corporation, unless otherwise provided by law or by the Articles of
Organization. Stockholders of record may vote either in person or by written
proxy dated not more than six (6) months before the meeting named therein,
unless the proxy is coupled with an interest and provides otherwise. Proxies
shall be filed with the Clerk at the meeting, or any adjournment thereof, before
being voted. Proxies solicited on behalf of the management shall be voted as
directed by the stockholder or, in the absence of such direction, as determined
by a majority of the Board of Directors. Except as otherwise limited therein,
proxies shall entitle the persons authorized thereby to vote at any adjournment
of such meeting, but they shall not be valid after final adjournment of such
meeting. A proxy with respect to stock held in the name of two or more persons
shall be valid if executed by one of them unless at or prior to exercise of the
proxy the Clerk of the Corporation receives a specific written notice to the
contrary from any one of them. Whenever stock is held in the name of two or more
persons, in the absence of specific written notice to the Corporation to the
contrary, at any meeting of the stockholders of the Corporation any one or more
of such stockholders 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 does not agree. A proxy purporting to be executed by or on behalf of a
stockholder shall be deemed valid unless successfully challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the challenger.

     2.07. ACTION AT MEETING. When a quorum is present, any matter before the
meeting shall be decided by vote of the holders of a majority of the shares of
stock voting on such matter, except where a larger vote is required by law, by
the Articles of Organization, or by these By-Laws. Any election by stockholders
shall be determined by a plurality of the votes cast, except where a larger vote
is required by law, by the Articles of Organization, or by these By-Laws. No
ballot shall be required for any election unless requested by a stockholder
entitled to vote in the election. The Corporation shall not directly or
indirectly vote any share of its own stock; PROVIDED HOWEVER, that no provision
of these By-Laws shall be construed to limit the voting rights and powers
relating to shares of stock held pursuant to a plan which is intended to be an
"employee stock ownership plan" as defined in the Internal Revenue Code, as now
or hereafter in effect.

     2.08. ACTION WITHOUT MEETING. Any action to be taken at any annual or
special meeting of stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing and
the written consents are filed with the records of the meetings of stockholders.
Such consents shall be treated for all purposes as a vote at a meeting.

     2.09. PRESIDING OFFICER. The Chairman of the Board, if one is elected, or
if not elected or in his or her absence, the President, shall preside at all
annual or special meetings of stockholders and shall have the power, among other
things, to adjourn such meeting at any time and from time to time, subject to
Sections 2.04 and 2.05. The order of business and all other matters of procedure
at every meeting of the stockholders shall be determined by the presiding
officer.

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     2.10. VOTING PROCEDURES AND INSPECTORS OF ELECTIONS. In advance of any
meeting of stockholders, the presiding officer may appoint one or more
inspectors to act at an annual or special meeting of stockholders and make a
written report thereon. Any inspector may, but need not, be an officer, employee
or agent of the Corporation. The inspector(s) shall (i) ascertain the number of
shares outstanding and the voting power of each, (ii) determine the shares
represented at a meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots. The
inspector(s) may appoint or retain other persons or entities to assist the
inspector(s) in the performance of the duties of the inspector(s). The presiding
officer may review all determinations made by the inspector(s), and in so doing
the presiding officer shall be entitled to exercise his or her sole judgment and
discretion and such officer shall not be bound by any determinations made by the
inspector(s). All determinations by the inspector(s) and, if applicable,
presiding officer shall be subject to further review by any court of competent
jurisdiction.

     2.11. RESCHEDULING OF MEETINGS; ADJOURNMENTS. The Board of Directors or a
designated committee thereof may postpone and reschedule any previously
scheduled annual or special meeting of stockholders, and a record date with
respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting or record date has been sent or made (unless there
is an Interested Stockholder, in which case the affirmative vote of a majority
of the Disinterested Directors shall also be required). In no event shall the
public announcement of an adjournment, postponement or rescheduling of any
previously scheduled Annual Meeting of stockholders commence a new time period
for the giving of a stockholder's notice under Section 2.03 and Section 3.03 of
these By-Laws.

                                  ARTICLE III.
                                    DIRECTORS

     3.01. POWERS. The business and affairs of the Corporation shall be managed
by a Board of Directors who may exercise all the powers of the Corporation
except as otherwise provided by law, by the Articles of Organization or by these
By-Laws. In the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, may exercise the powers of the
full Board until the vacancy is filled.

     3.02. COMPOSITION AND TERM. The initial members of the Board of Directors
shall be those persons who were serving as Directors of Compass Bank for Savings
on the effective date of this Corporation's conversion from mutual to stock form
in accordance with the provisions of Chapter 167H. Subject to the rights of the
holders of any series of Preferred Stock, the number of Directors and their
respective classifications shall be fixed from time to time exclusively by the
Board of Directors; PROVIDED, HOWEVER, that if at the time of such action there
is an Interested Stockholder, such action shall in addition require a majority
vote of the Disinterested Directors then in office.

     The Directors, other than those who may be elected by the holders of any
series of Preferred Stock of the Corporation, shall be classified, with respect
to the term for which they severally hold office, into three classes, as nearly
equal in number as possible, with one class to

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be elected annually. The initial Directors of the Corporation shall hold office
as follows: the first class of Directors shall hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1999, the second
class of Directors shall hold office initially for a term expiring at the annual
meeting of stockholders to be held in 2000, and the third class of Directors
shall hold office initially for a term expiring at the annual meeting of
stockholders to be held in 2001. At each succeeding annual meeting of
stockholders, the successors of the class of Directors whose term expires at
that meeting shall be elected by a plurality vote of all votes cast at such
meeting to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election. Members of each
class shall hold office until their successors are duly elected and qualified or
until their earlier resignation or removal.

     3.03. DIRECTOR NOMINATIONS. Nominations of candidates for election as
Directors at any annual meeting of stockholders may be made (a) by, or at the
direction of, a majority of the Board of Directors or a designated committee
thereof (unless there is an Interested Stockholder, in which case the
affirmative vote of a majority of the Disinterested Directors shall also be
required) or (b) by any holder of record (both as of the time notice of such
nomination is given by the stockholder as set forth below and as of the record
date for the Annual Meeting in question) of any shares of capital stock of the
Corporation entitled to vote at such Annual Meeting who complies with the
requirements set forth in this Section 3.03. Only persons nominated in
accordance with the procedures set forth in this Section 3.03 shall be eligible
for election as Directors at an annual meeting.

     Nominations, other than those made by, or at the direction of, the Board of
Directors (or by the Disinterested Directors, if required), shall be made
pursuant to timely notice in writing to the Clerk of the Corporation as set
forth in this Section 3.03. To be timely, a stockholder's notice shall be
delivered to, or mailed and received, at the principal executive offices of the
Corporation not less than 60 days nor more than 150 days prior to the date of
the scheduled annual meeting, regardless of postponements, deferrals, or
adjournments of that meeting to a later date; PROVIDED, HOWEVER, that if less
than 70 days' notice or prior public disclosure of the date of the scheduled
annual meeting is given or made, notice by the stockholder to be timely must be
so delivered or received not later than the close of business on the tenth day
following the earlier of the day on which such notice of the date of the
scheduled annual meeting was mailed or the day on which such public disclosure
was made. Such stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a Director
and as to the stockholder giving the notice (i) the name, age, business address
and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation's capital stock which are beneficially owned by such person on the
date of such stockholder notice and (iv) any other information relating to such
person that is required to be disclosed in solicitations of proxies with respect
to nominees for election as Directors, pursuant to the Exchange Act and the
Rules and regulations thereunder, including, but not limited to, the written
consent of such person to serve as a Director if elected; and (b) as to the
stockholder giving the notice (x) the name and address as they appear on the
Corporation's books, of such stockholder and any other stockholders known by
such stockholder to be supporting such nominees and (y) the class and number of
shares of the Corporation's capital stock which are beneficially owned by such
stockholder on the date of such stockholder notice and by any other stockholders
known by such stockholder to be supporting such nominees on the date of such
stockholder notice. At the request of the Board of Directors,

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any person nominated by, or at the direction of, the Board for election as a
Director at an annual or special meeting shall furnish to the Clerk of the
Corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee.

     Nothing contained in this Section 3.03 shall require proxy materials
distributed by the management of the Corporation to include any information with
respect to nominations by stockholders.

     No person shall be elected as a Director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 3.03.
Ballots bearing the names of all the persons who have been nominated for
election as Directors at an annual or special meeting in accordance with the
procedures set forth in this Section 3.03 shall be provided for use at such
annual or special meeting.

     The Board of Directors, a designated committee thereof, or the presiding
officer may reject any nomination by a stockholder that is not timely made in
accordance with this Section 3.03 or does not satisfy the requirements of this
Section 3.03 in any material respect. If there is an Interested Stockholder, any
determinations to be made by the Board of Directors or a designated committee
thereof pursuant to the provisions of this paragraph shall also require the
concurrence of a majority of the Disinterested Directors then in office.

     3.04. QUALIFICATIONS. Each Director shall have such qualifications as are
required by applicable law. No Director shall serve as a corporator, trustee,
director or officer of any holding company or bank or thrift institution which
is not a direct or indirect subsidiary of the Corporation. No person shall be
qualified to be elected to serve as a Director if he or she has reached the age
of seventy-two years, PROVIDED, HOWEVER, no person who served prior to May 1,
1988 as a Trustee of Compass Bank for Savings shall be disqualified by reason of
age to be elected to serve as a Director until such person has reached the age
of eighty years.

     3.05. RESIGNATION. Any Director may resign at any time by delivering his or
her written resignation to the main office of the Corporation addressed to the
Chairman of the Board or the President. Such resignation shall be effective upon
receipt thereof by the Chairman of the Board or the President, unless it is
specified to be effective at some other time or upon the happening of some other
event.

     3.06. REMOVAL. Subject to the rights of the holders of any Preferred Stock
then outstanding, any Director (including persons elected by Directors to fill
vacancies in the Board of Directors) may be removed from office, only for cause
and only by an affirmative vote of not less than two-thirds (2/3) of the total
votes eligible to be cast by stockholders, voting together as a single class, at
a duly constituted meeting of stockholders called expressly for such purpose. At
least 30 days prior to such meeting of stockholders, written notice shall be
sent to the Director whose removal will be considered at the meeting and the
Director will be provided an opportunity to be heard before the stockholders.

     3.07. VACANCIES. Subject to the rights of the holders of any series of
Preferred Stock or any other series or class of stock as set forth in the
Articles of Organization, any vacancy occurring on the Board of Directors as a
result of resignation, removal, death or other cause, and

                                       -7-
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newly created directorships resulting from any increase in the authorized number
of Directors, may be filled only by the affirmative vote of the majority of the
remaining Directors then in office, though less than a quorum of the number
constituting the full board as fixed by the Board of Directors; PROVIDED,
HOWEVER, that if at the time of such vacancy there is an Interested Stockholder,
such vacancy may only be filled by vote of a majority of the Disinterested
Directors then in office. A Director elected to fill such a vacancy shall be
elected to serve for the full term of the Class of Directors in which the
vacancy occurred or the new directorship was created and until such Director's
successor has been elected and qualified, or until such Director's earlier
resignation or removal.

     3.08. COMPENSATION. The members of the Board of Directors and the members
of either standing or special committees may be allowed such compensation for
attendance at meetings as the Board of Directors or the Executive Committee may
determine.

     3.09. REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this By-Law on the same date and at the same
place as the annual meeting of stockholders, or the special meeting held in lieu
thereof, following such meeting of stockholders. The Board of Directors may
provide by resolution, the time, date and place for the holding of regular
meetings without other notice than such resolution.

     3.10. 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 a
majority of the Directors. The persons authorized to call special meetings of
the Board of Directors may fix the time, date and place for holding any special
meeting of the Board of Directors called by such persons.

     3.11. NOTICE OF SPECIAL MEETINGS. Notice of the time, date and place of all
special meetings of the Board of Directors shall be given to each Director by
the Secretary, or if there be no Secretary, by the Clerk or Assistant Clerk or
in the case of the death, absence, incapacity or refusal of such persons, by the
officer or one of the Directors calling the meeting. Notice of any special
meeting of the Board of Directors shall be given to each Director in person or
by telephone or sent to his or her business or home address by telecommunication
at least twenty-four (24) hours in advance of the meeting, or by written notice
mailed to his or her business or home address at least forty-eight (48) hours in
advance of such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the mail so addressed, with postage thereon prepaid. When any
Board of Directors' meeting, either regular 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 thereat, other than an announcement at the meeting at
which such adjournment is taken. Any Director may waive notice of any meeting by
a writing executed by him or her either before or after the meeting and filed
with the records of the meeting. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where the Director
protests the lack of notice to him or her prior to the meeting or at its
commencement. 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.

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     3.12. QUORUM. A majority of the number of Directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than a quorum is present at a meeting, a majority of
the Directors present may adjourn the meeting from time to time and the meeting
may be held as adjourned without further notice, except as provided in Section
3.11. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.

     3.13. ACTION AT MEETING. 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 governing law, by the
Articles of Organization or by these By-Laws.

     3.14. ACTION BY CONSENT. Any action required or permitted to be taken by
the Board of Directors at any 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 then in office. Such written consents shall be filed with the
records of the meetings of the Board of Directors and shall be treated for all
purposes as a vote at a meeting of the Board of Directors.

     3.15. PRESUMPTION OF ASSENT. A Director of the Corporation who is present
at a meeting of the Board of Directors at which action on any Corporation matter
is taken shall be presumed to have assented to the action taken unless his or
her dissent or abstention has been entered in the minutes of the meeting or
unless he or she has filed a written dissent to such action with the person
acting as the Clerk of the meeting before the adjournment thereof or has
forwarded such dissent by registered mail to the Clerk of the Corporation within
five (5) days after the date such dissenting Director receives a copy of the
minutes of the meeting. Such right to dissent shall not apply to a Director who
voted in favor of such action.

     3.16. COMMITTEES. The Board of Directors, by vote of a majority of all of
the Directors then in office, shall elect from its number an Audit Committee and
an Executive Committee, and may elect such other committees as it deems
appropriate, and may delegate to such committees some or all of its powers
except those which by law, by the Articles of Organization or by these By-Laws
may not be delegated. The Chief Executive Officer may appoint such other
committees as such officer deems appropriate. Any committees shall consist of
not less than three (3) members of the Board of Directors. Except as the Board
of Directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the Board of Directors
or in such rules, its business shall be conducted so far as possible in the same
manner as is provided by these By-Laws for the Board of Directors. All members
of committees shall hold such offices at the pleasure of the Board of Directors.
The Board of Directors may abolish any committee (other than the Executive
Committee) at any time, subject to applicable law. Any committee to which the
Board of Directors delegates any of its powers or duties shall keep records of
its meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, but no such
rescission shall have retroactive effect.

     3.17. POWERS OF EXECUTIVE COMMITTEE. In addition to the powers and duties
provided by law, the Executive Committee, when the Board of Directors is not in
session, shall exercise general supervision and control in all matters
pertaining to the interests of the Corporation not

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otherwise provided by law or in these By-Laws, subject at all times to the
direction and control of the Board of Directors.

     3.18. MANNER OF PARTICIPATION. Members of the Board of Directors may
participate in meetings of the Board 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.

                                   ARTICLE IV.
                                    OFFICERS

     4.01. ENUMERATION. The officers of the Corporation shall consist of a
President, a Treasurer, a Clerk, and such other officers, including without
limitation a Chairman of the Board, a Secretary, and one or more Vice
Presidents, Assistant Vice Presidents, Assistant Treasurers, Assistant Clerks or
Assistant Secretaries, as the Board of Directors may determine.

     4.02. ELECTION. The Chairman of the Board, the Chief Executive Officer, the
President, the Treasurer, the Clerk, and all officers at the level of Vice
President or above shall be elected by the Board of Directors annually at their
first meeting following the annual meeting of stockholders. All other officers
may be elected by the Board of Directors or appointed by the Chief Executive
Officer.

     4.03. QUALIFICATION. Any two or more offices may be held by any person. The
President shall be a Director. The Clerk shall be a resident of Massachusetts
unless the Corporation has a resident agent appointed for the purpose of service
of process. Any officer may be required by the Board of Directors to give bond
for the faithful performance of his or her duties in such amount and with such
sureties as the Board of Directors may determine. Other than as required by
applicable law or regulation, no officer or Director need be a stockholder. No
officer shall serve as a corporator, trustee, director or officer of any holding
company or bank or thrift institution which is not a direct or indirect
subsidiary of the Corporation.

     4.04. TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Board of Directors following the next
annual meeting of stockholders and until their respective successors are chosen
and qualified. All other officers shall hold office until the first meeting of
the Board of Directors following the next annual meeting of stockholders and
until their successors are chosen and qualified, or for such shorter term as may
have been fixed at the time such officers are chosen. Any officer may resign by
delivering his or her written resignation to the Corporation at its main office
addressed to the President, Clerk or Secretary. Such resignation shall be
effective upon receipt thereof by the President, Clerk or Secretary, unless it
is specified to be effective at some other time or upon the happening of some
other event. Election or appointment of an officer, employee or agent shall not
of itself create contract rights to continued employment or otherwise. The Board
of Directors may authorize the Corporation to enter into an employment contract
with any officer in accordance with governing law or regulation, but no such
contract right shall preclude the Board of Directors from exercising right to
remove any officer at any time in accordance with Section 4.05.

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     4.05. REMOVAL. Any officer elected by the Board of Directors may be removed
at any time with or without cause by vote of a majority of the full Board of
Directors; PROVIDED, HOWEVER, that if at the time of such removal there is an
Interested Stockholder, the affirmative vote of a majority of the Disinterested
Directors then in office shall instead be required. Any officer appointed by the
Chief Executive Officer, and any employee or agent of the Corporation, may be
removed at any time with or without cause by the Chief Executive Officer, or by
the Board of Directors.

     4.06. VACANCIES. Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.

     4.07. CHAIRMAN OF THE BOARD. The Board of Directors may annually elect a
Chairman of the Board. If the Board of Directors so provides, the Chairman of
the Board shall be the Chief Executive Officer of the Corporation and shall
preside, when present, at all meetings of the Board of Directors.

     4.08. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall, subject
to the direction of the Board of Directors, have general supervision and control
of the Corporation's business.

     4.09. PRESIDENT AND VICE PRESIDENTS. The President shall have such powers
and shall perform such duties as the Board of Directors may from time to time
designate and shall serve as the Chief Executive Officer of the Corporation
unless the Board of Directors otherwise provides. Unless otherwise provided by
the Board of Directors, the President shall preside, when present, at all
meetings of stockholders and of the Board of Directors if there is no Chairman
of the Board or if the Chairman of the Board does not attend such meetings.

     Any Vice President or Assistant Vice President shall have such powers and
shall perform such duties as the Board of Directors or the Chief Executive
Officer may from time to time designate.

     4.10. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject to
the direction of the Board of Directors, have general charge of the financial
affairs of the Corporation and shall cause to be kept accurate books of account.
The Treasurer shall have custody of all funds, securities, and valuable
documents of the Corporation, except as the Board of Directors may otherwise
provide. The Treasurer shall also perform such other duties as the Board of
Directors may from time to time designate.

     Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

     4.11. CLERK AND ASSISTANT CLERKS. The Clerk shall keep a record of the
meetings of stockholders. In case a Secretary is not elected or is absent, the
Clerk or an Assistant Clerk shall keep a record of the meetings of the Board of
Directors. In the absence of the Clerk from any meeting of the stockholders, an
Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the
person presiding at the meeting, shall perform the duties of the Clerk.

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     4.12. SECRETARY AND ASSISTANT SECRETARIES. The Secretary, if one be
elected, shall keep a record of the meetings of the Board of Directors. In the
absence of the Secretary, any Assistant Secretary, the Clerk and any Assistant
Clerk, a Temporary Secretary shall be designated by the person presiding at such
meeting to perform the duties of the Secretary.

     4.13. OTHER POWERS AND DUTIES. Subject to these By-Laws, each officer of
the Corporation shall have in addition to the duties and powers specifically set
forth in these By-Laws, such duties and powers as are customarily incident to
his or her office, and such duties and powers as may be designated from time to
time by the Board of Directors.

                                   ARTICLE V.
                                  CAPITAL STOCK

     5.01. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer, and sealed with the corporate seal or a facsimile thereof. Such
signatures may be facsimile if the certificate is signed by a transfer agent, or
by a registrar, other than a Director, officer or employee of the Corporation.
In case any officer who has signed or whose signature has been placed on 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 the
person so signing were such officer at the time of its issue. Each certificate
for shares of capital stock shall be consecutively numbered or otherwise
identified. Every certificate for shares of stock which are subject to any
restriction on transfer and every certificate issued when the Corporation is
authorized to issue more than one class or series of stock shall contain such
legend with respect thereto as is required by law.

     5.02. TRANSFERS. Subject to any restrictions on transfer, shares of stock
may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment and power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the Corporation or its transfer agent may
reasonably require.

     5.03. RECORD HOLDERS. Except as may be otherwise required by law, by the
Articles of Organization or by these By-Laws, the Corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock, until the shares have been transferred on the books of the
Corporation in accordance with the requirements of these By-Laws.

     It shall be the duty of each stockholder to notify the Corporation of his
or her current post office address.

     5.04. RECORD DATE. The Board of Directors may fix in advance a time of not
more than sixty (60) days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the

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consent or dissent of stockholders may be effectively expressed for any purpose,
as the record date for determining the stockholders having the right to notice
of and to vote at such meeting, and any adjournment thereof, or the right to
receive such dividend or distribution or the right to give such consent or
dissent. In such case only stockholders of record on such record date shall have
such right, notwithstanding any transfer of stock on the books of the
Corporation after the record date. Without fixing such record date the Board of
Directors may for any of such purposes close the transfer books for all or any
part of such period.

     If no record date is fixed and the transfer books are not closed, (a) the
record date for determining stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, and (b) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors acts with respect thereto.

     5.05. REPLACEMENT OF CERTIFICATES. In case of the alleged loss, destruction
or mutilation of a certificate of stock, a duplicate certificate may be issued
in place thereof, upon such terms as the Board of Directors may prescribe.

     5.06. ISSUANCE OF CAPITAL STOCK. The Board of Directors shall have the
authority to issue or reserve for issue from time to time the whole or any part
of the capital stock of the Corporation which may be authorized from time to
time, to such persons or organizations, for such consideration, whether cash,
property, services or expenses, and on such terms as the Board of Directors or a
designated committee thereof may determine, including without limitation the
granting of options, warrants, or conversion or other rights to subscribe to
said capital stock.

     5.07. DIVIDENDS. Subject to applicable law, the Articles of Organization
and these By-Laws, the Board of Directors may from time to time declare, and the
Corporation may pay, dividends on outstanding shares of its capital stock.

                                   ARTICLE VI.
                            MISCELLANEOUS PROVISIONS

     6.01. FISCAL YEAR. Except as otherwise determined by the Board of
Directors, the fiscal year of the Corporation shall be the twelve months ending
December 31st.

     6.02. SEAL. The Board of Directors shall have power to adopt and alter the
seal of the Corporation.

     6.03. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts,
bonds, notes and other instruments and obligations to be entered into by the
Corporation in the ordinary course of its business without Board of Directors
action may be executed on behalf of the Corporation by the Chairman of the
Board, President, any Vice President, Treasurer or any other officer, employee
or agent of the Corporation as the Board of Directors may authorize.

     6.04. VOTING OF SECURITIES. Unless otherwise provided by the Board of
Directors, the Chairman of the Board, the President or Treasurer may waive
notice of and act on behalf of the Corporation, or appoint another person or
persons to act as proxy or attorney in fact for the Corporation with or without
discretionary power and/or power of substitution, at any meeting of

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stockholders or shareholders of any other organization, any of whose securities
are held by the Corporation.

     6.05. RESIDENT AGENT. The Board of Directors may appoint a resident agent
upon whom legal process may be served in any action or proceeding against the
Corporation. Said resident agent shall be either an individual who is a resident
of and has a business address in Massachusetts, a corporation organized under
the laws of The Commonwealth of Massachusetts, or a corporation organized under
the laws of any other state of the United States, which has qualified to do
business in, and has an office in, Massachusetts.

     6.06. CORPORATION RECORDS. The original, or attested copies, of the
Articles of Organization, By-Laws and record of all meetings of the Directors or
stockholders, and the stock and transfer records, which shall contain the names
of all stockholders and the record address and the amount of stock held by each,
shall be kept in Massachusetts at the main office of the Corporation, or at an
office of its transfer agent, Clerk or resident agent.

     6.07. ARTICLES OF ORGANIZATION. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as amended and in effect from time to time.

     6.08. BY-LAW AMENDMENTS. These By-Laws may be amended in the manner
provided in the Articles of Organization.

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