EXHIBIT 3.2
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                              SKIBO FINANCIAL CORP.

                                     BYLAWS


                             ARTICLE I - HOME OFFICE

         The home office of Skibo Financial  Corp. (the "MHC subsidiary  holding
company")  shall be at 242 East Main Street,  in the  Borough  of Carnegie,  the
County of Allegheny, and the Commonwealth of Pennsylvania.

                            ARTICLE II - SHAREHOLDERS

         Section  1. Place of  Meetings.  All annual  and  special  meetings  of
shareholders  shall be held at the home  office  of the MHC  subsidiary  holding
company  or at such  other  convenient  place  as the  board  of  directors  may
determine.

         Section 2. Annual  Meeting.  A meeting of the  shareholders  of the MHC
subsidiary holding company for the election of directors and for the transaction
of any  other  business  of the MHC  subsidiary  holding  company  shall be held
annually within 150 days after the end of the MHC subsidiary  holding  company's
fiscal  year at such 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 regulations of the
Office  of  Thrift  Supervision  ("Office"),  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  one-tenth  of all the
outstanding capital stock of the MHC 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 at the home office of the MHC 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 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 20 nor more than 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,  the secretary,  or the directors 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 MHC subsidiary  holding  company as of the record date prescribed
in section 6 of this article II with  postage  prepaid.  When any  shareholders'
meeting,  either annual or special,  is adjourned for 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 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
60 days and, in case of a meeting of shareholders,  not fewer than 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.

         Section 7. Voting  Lists.  At least 20 days before each  meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the MHC subsidiary  holding  company shall make a complete list of the
shareholders  of record  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 MHC subsidiary  holding company and shall be subject to inspection
by any shareholder of record or the shareholder's agent at any time during usual
business  hours for a period of 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 the  inspection  by any  shareholder  of record or the  shareholder's
agent 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 ss.552.6(d) of the Office's  Regulations as now or
hereafter in effect.

         Section 8.  Quorum.  A majority  of the  outstanding  shares of the MHC
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  which 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 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 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 or more persons,  in the absence of written
directions to the MHC subsidiary holding company to the contrary, at any meeting
of the shareholders of the MHC subsidiary holding company

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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 and present in
person or by proxy at such meeting, but no votes shall be cast for such stock if
a majority cannot agree.

         Section 11. Voting of Shares by 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
MHC 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  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 MHC  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 MHC 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. Cumulative  Voting.  Shareholders  shall not be entitled to
cumulate their votes for election of directors.

         Section  13.  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.
The  number of  inspectors  shall be either one or three.  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 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 Office, the duties of
such inspectors  shall include:  determining the number of shares 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

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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 14. 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 least 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 MHC  subsidiary  holding  company.  No
nominations for directors 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 of the MHC  subsidiary  holding
company  at  least  five  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 MHC subsidiary holding company.  Ballots bearing the names of all 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 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.

         Section 15. New Business. Any new business to be taken up at the annual
meeting  shall be stated in  writing  and filed  with the  secretary  of the MHC
subsidiary  holding  company  at  least 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 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 16. Informal Action by Shareholders.  Any action required to be
taken at a meeting of shareholders,  or any other action which may be taken at a
meeting  of the  shareholders,  may be taken  without a meeting  if  consent  in
writing,  setting  forth  the  action  so  taken,  shall  be given by all of the
shareholders entitled to vote with respect to the subject matter.

                        ARTICLE III - BOARD OF DIRECTORS

         Section  1.  General  Powers.  The  business  and  affairs  of the  MHC
subsidiary  holding  company  shall  be  under  the  direction  of its  board of
directors.  The board of directors  shall annually elect a chairman of the board
and a president from among its members and shall designate, when present, either
the chairman of the board or the president to preside at its meetings.

         Section 2. Number and Term.  The board of  directors  shall  consist of
five 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.


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         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.  Directors  may  participate  in a
meeting by means of a  conference  telephone  or similar  communications  device
through  which all persons  participating  can hear each other at the same time.
Participation  by  such  means  shall  constitute  presence  in  person  for all
purposes.

         Section  4.  Qualification.  Each  director  shall at all  times be the
beneficial  owner  of not less  than  100  shares  of  capital  stock of the MHC
subsidiary holding company unless the MHC subsidiary holding company is a wholly
owned subsidiary of a holding company.

         Section 5. 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,  within the MHC subsidiary  holding
company's normal lending territory, as the place for holding any special meeting
of the board of directors called by such persons.

         Members of the board of directors may  participate in special  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.

         Section 6. Notice. Written notice of any special meeting shall be given
to each director at least 24 hours prior thereto when delivered personally or by
telegram  or at least  five 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
prepaid if mailed,  when delivered to the telegraph  company if sent by telegram
or when the MHC  subsidiary  holding  company  receives  notice of  delivery  if
electronically  transmitted.  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 Office
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.


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         Section 10. Resignation. Any director may resign at any time by sending
a written  notice of such  resignation  to the home office of the MHC subsidiary
holding company addressed to the chairman of the board or the president.  Unless
otherwise  specified,  such  resignation  shall take effect upon  receipt by the
chairman of the board or the  president.  More than three  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 in 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 attendance at committee  meetings as the board of directors may
determine.

         Section 13.  Presumption  of Assent.  A director of the MHC  subsidiary
holding  company who is present at a meeting of the board of  directors at which
action on any MHC 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 to the secretary of the MHC subsidiary  holding  company within
five 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 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.

                   ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

         Section 1. Appointment.  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

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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  MHC  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
MHC subsidiary holding company otherwise than in the usual and regular course of
its business;  a voluntary  dissolution of the MHC 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.

         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  president  or secretary of the MHC  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 committees  composed of directors as they may
determine to be necessary or appropriate for the

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conduct of the business of the MHC subsidiary  holding company and may prescribe
the duties, constitution and procedures thereof.

                              ARTICLE V - OFFICERS

         Section  1.  Positions.  The  officers  of the MHC  subsidiary  holding
company  shall be a president,  one or more vice  presidents,  a secretary and a
treasurer  or  comptroller,  each of whom  shall  be  elected  by the  board  of
directors.  The board of directors may also  designate the chairman of the board
as an officer.  The offices of the secretary and treasurer or comptroller may be
held by the same person and a vice president may also be either the secretary or
the treasurer or  comptroller.  The board of directors may designate one or more
vice presidents as executive vice president or senior vice president.  The board
of directors may also elect or authorize the  appointment of such other officers
as the business of the MHC 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 MHC
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 MHC  subsidiary  holding  company to enter
into an employment  contract with any officer in accordance with  regulations of
the  Office;  but no such  contract  shall  impair  the  right  of the  board of
directors 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  whenever in its  judgment the best  interests  of the MHC  subsidiary
holding company will be served thereby, but such removal,  other than for cause,
shall be without  prejudice to the contractual  rights, if any, of the person so
removed.

         Section  4.  Vacancies.  A  vacancy  in any  office  because  of death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors 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
Office,  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 MHC  subsidiary  holding  company  to enter  into any
contract or execute and deliver any  instrument  in the name of and on behalf of
the MHC subsidiary holding company. Such authority may be general or confined to
specific instances.


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         Section 2.  Loans.  No loans shall be  contracted  on behalf of the MHC
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 MHC  subsidiary  holding  company  shall  be  signed  by one or more
officers,  employees  or agents of the MHC  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 MHC subsidiary  holding  company
not otherwise employed shall be deposited from time to time to the credit of the
MHC 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 MHC  subsidiary  holding  company shall be in such form as
shall be determined  by the board of directors and approved by the Office.  Such
certificates  shall be  signed by the chief  executive  officer  or by any other
officer  of the MHC  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 behalf
of a transfer agent or a registrar other than the MHC 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 MHC  subsidiary
holding  company.  All  certificates  surrendered to the MHC 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 MHC  subsidiary
holding company as the board of directors may prescribe.

         Section 2.  Transfer of Shares.  Transfer of shares of capital stock of
the MHC  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
or by his or her legal representative, who shall furnish proper evidence of such
authority,  or by his or her attorney  authorized  by a duly  executed  power of
attorney and filed with the MHC subsidiary holding company.  Such transfer shall
be made only on surrender for  cancellation  of the certificate for such shares.
The person in whose name  shares of capital  stock stand on the books of the MHC
subsidiary holding company shall be deemed by the MHC subsidiary holding company
to be the owner for all purposes.

                           ARTICLE VIII - FISCAL YEAR

         The fiscal year of the MHC subsidiary  holding company shall end on the
31st day of March of each year. The  appointment of auditors shall be subject to
annual ratification by the shareholders.



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<PAGE>


                             ARTICLE IX - DIVIDENDS

         Subject to the terms of the MHC subsidiary  holding  company's  charter
and the regulations  and orders of the Office,  the board of directors may, from
time to time, declare, and the MHC subsidiary holding company may pay, dividends
on its outstanding shares of capital stock.

                           ARTICLE X - CORPORATE SEAL

         The board of directors  shall provide a MHC subsidiary  holding company
seal which shall be two  concentric  circles  between which shall be the name of
the MHC 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 Office and shall be  effective  after:  (i)  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 MHC  subsidiary  holding  company at any
legal meeting, and (ii) receipt of any applicable regulatory approval.  When the
MHC 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.



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