EXHIBIT 3.2

                                     BYLAWS

                                       OF

                           TROY FINANCIAL CORPORATION

1.       OFFICES.

         1.1.     REGISTERED OFFICE.

         The initial registered office of the Corporation shall be in
Wilmington, Delaware, and the initial registered agent in charge thereof shall
be Corporation Service Company.

         1.2.     OTHER OFFICES.

         The Corporation may also have offices at such other places, both within
and without the State of Delaware, as the Board of Directors may from time to
time determine or as may be necessary or useful in connection with the business
of the Corporation.

2.       MEETINGS OF STOCKHOLDERS.

         2.1.     PLACE OF MEETINGS.

         All meetings of the stockholders shall be held at such place as may be
fixed from time to time by the Board of Directors, the Chairman of the Board, or
the President and stated in the notice of meeting or in a duly executed waiver
of notice thereof.

         2.2.     ANNUAL MEETINGS.

         The Corporation shall hold annual meetings of stockholders on the third
Thursday in January, at 11 a.m., if not a legal holiday, and if a legal holiday,
then on the next day following which is not a legal holiday, or at such other
date and time as shall be designated from time to time by the Board of
Directors, the Chairman of the Board or the President, but in no event later
than the end of February of any year, at which stockholders shall elect
directors and transact such other business as may properly be brought before the
meeting.

         2.3.     SPECIAL MEETINGS.

         Special meetings of the stockholders for any purpose, unless otherwise
prescribed by statute, may be called only as provided in the Corporation's
Certificate of Incorporation, as amended from time to time (the "Certificate of
Incorporation"). Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         2.4.     NOTICE OF MEETINGS.

         Notice of any meeting of stockholders, stating the place, date and hour
of the meeting and the purpose or purposes for which the meeting is called,
shall be given to each stockholder entitled to vote at such meeting not less
than 10 days nor more than 60 days before the date of the meeting (except to the
extent that such notice is waived or is not required as provided in the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law")). Such notice shall be given in accordance with, and shall be deemed
effective as set forth in, Section 222 (or any successor section) of the
Delaware General Corporation Law.

         2.5.     WAIVERS OF NOTICE.

         Whenever the giving of any notice is required by statute, the
Certificate of Incorporation or these Bylaws, a waiver thereof, in writing and
delivered to the Corporation, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance of a stockholder at a meeting
shall constitute a waiver of notice (a) of such meeting, except when the
stockholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) of consideration of a particular
matter at the meeting that is not within



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the purpose or purposes described in the meeting notice, unless the stockholder
objects to considering the matter at the beginning of the meeting.

         2.6.     BUSINESS AT ANNUAL MEETING.

         At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (c) otherwise properly brought before the
meeting by a stockholder.

         For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary. To be timely, a stockholder's notice must be received at the
principal executive offices of the Corporation no later than the date designated
for receipt of stockholders' proposals in a prior public disclosure made by the
Corporation. If there has been no such prior public disclosure, then to be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the annual meeting; provided, however, that in the
event that less than 70 days' notice of the date of the annual meeting is given
to stockholders or prior public disclosure of the date of the meeting is made,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business 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, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, (d) any material interest of the
stockholder in such business and (e) the same information required by clauses
(b), (c) and (d) above with respect to any other stockholder that, to the
knowledge of the stockholder proposing such business, supports such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2.6. The Chairman of the Board shall, if the facts
warrant, determine and declare to the annual meeting that a matter of business
was not properly brought before the meeting in accordance with the provisions of
this Section 2.6, and if the Chairman of the Board should so determine, the
Chairman of the Board shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

         2.7.     LIST OF STOCKHOLDERS.

         After the record date for a meeting of stockholders has been fixed, at
least 10 days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all stockholders entitled to vote
at the meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place in the city where the meeting is
to be held, which place is to be specified in the notice of the meeting, or at
the place where the meeting is to be held. Such list also shall, for the
duration of the meeting, be produced and kept open to the examination of any
stockholder who is present at the time and place of the meeting.

         2.8.     STOCK LEDGER.

         The stock ledger of the Corporation shall be the only evidence as to
who are the stockholders entitled to examine the list required by Section 2.7
above or to vote in person or by proxy at any meeting of stockholders.

         2.9.     QUORUM AT MEETINGS.

         Stockholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by statute or
by the Certificate of Incorporation, the holders of a majority of the stock
issued and outstanding and entitled to vote at the meeting, and who are present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business. Once a share is represented
for any purpose at a meeting (other than solely to object (a) to holding the
meeting or transacting business at the meeting or (b) to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice), it is deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of that meeting unless a
new record date is or must be set for the adjourned meeting. The holders of a
majority of the voting shares represented at a meeting, whether or not a quorum
is present, may adjourn such meeting from time to time. 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. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given



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to each stockholder entitled to vote at the meeting.

         2.10.    VOTING AND PROXIES.

         Unless otherwise provided in the Delaware General Corporation Law or in
the Certificate of Incorporation, and subject to the other provisions of these
Bylaws, each stockholder shall be entitled to one vote on each matter, in person
or by proxy, for each share of the Corporation's capital stock that has voting
power and that is held by such stockholder and such number of votes, including
multiple or fractional votes, as may be provided by resolution of the Board of
Directors for each share of serial preferred stock entitled to vote thereat held
by such stockholder. Proxies solicited on behalf of the Board of Directors 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. No proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period. A duly executed appointment of proxy shall be irrevocable if the
appointment form states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.

         2.11.    REQUIRED VOTE.

         If a quorum exists, any matter brought before any meeting of
stockholders (other than the election of directors) shall be decided by the
affirmative vote of the majority of the votes cast on the matter, unless the
Certificate of Incorporation or the Delaware General Corporation Law or these
Bylaws requires a greater number of affirmative votes (in which case such
different requirement shall apply). Directors shall be elected by a plurality of
the votes cast by the shares entitled to vote in the election (provided a quorum
exists), and the election of directors need not be by written ballot. The Board
of Directors, in its discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

         2.12.    ACTION WITHOUT A MEETING.

         Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders, and may not be effected by any consent in writing by such
stockholders, unless such written consent is unanimous, and the writing or
writings are delivered to the Corporation for inclusion in the Minute Book of
the Corporation.

         2.13.    VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS.

         If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the secretary of the Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect: (a) if only one votes, his or her act
binds all; (b) if more than one vote, the act of the majority so voting binds
all; (c) if more than one vote, but the vote is evenly split on any particular
matter, each fraction may vote the securities in question proportionally, or any
person voting the shares, or a beneficiary, if any, may apply to the Court of
Chancery of the State of Delaware or such other court as may have jurisdiction
to appoint an additional person to act with the persons so voting the shares,
which shall then be voted as determined by a majority of such persons and the
person appointed by the Court. If the instrument so filed shows that any such
tenancy is held in unequal interests, a majority or even-split for the purposes
of this Section 2.13 shall be a majority or even-split in interest.

         2.14.    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, but no trustee shall be entitled to vote shares held
by such trustee without a transfer of such shares into his or her name. 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 so to do is contained in an
appropriate order of the court or other public authority by which such receiver
was appointed.

         A stockholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the books of the Corporation
such stockholder has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his or her proxy, may represent such stock and vote
thereon.

         Neither treasury shares of its own stock held by the Corporation, 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
Corporation, shall be voted at any



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meeting or counted in determining the total number of outstanding shares at any
given time for purposes of any meeting.

         2.15.    INSPECTORS OF ELECTION.

         In advance of any meeting of stockholders, the Chairman of the Board or
the President shall appoint one or more inspectors of election and any
substitute inspectors to act at the meeting or any adjournment thereof. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his or her ability. The
inspectors shall determine the number of shares of stock outstanding and the
voting power of each, the shares of stock represented at the meeting, the
existence of a quorum, the validity and effect of proxies and ballots, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, certify their determination of the number of
shares represented at the meeting, and their count of all votes and ballots, and
do such acts as are proper to conduct the election or vote with fairness to all
stockholders. The inspectors may appoint and retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors. On
request of the person presiding at the meeting, the inspectors shall make a
report in writing of any challenge, question or matter determined by them and
execute a certificate of any fact found by them.

3.       DIRECTORS.

         3.1.     POWERS.

         The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, which may exercise all such
powers of the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Certificate of Incorporation, these Bylaws or
agreements among stockholders which are otherwise lawful.

         3.2.     NUMBER AND ELECTION.

         The Board of Directors shall consist of not less than five directors
nor more than fifteen directors. Within the limits above specified, the number
of directors shall be determined by resolution of the Board of Directors.
Directors shall be elected only by stockholders at annual meetings of
stockholders, other than the initial board of directors and except as provided
in Section 3.3 hereof in the case of vacancies and newly created directorships.
Each director elected shall hold office for the term for which such director is
elected and until such director's successor is elected and qualified or until
such director's earlier resignation or removal.

         3.3.     VACANCIES.

         Vacancies and newly created directorships resulting from any increase
in the authorized number of directors shall be filled, for the unexpired term,
by the concurring vote of a majority of the directors then in office, whether or
not a quorum, and any director so chosen shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified or until such director's earlier death, resignation
or removal.

         3.4.     CLASSES; TERMS OF OFFICE.

         Unless otherwise provided in the Certificate of Incorporation, the
Board of Directors shall divide the directors into three classes; and, when the
number of directors is changed, shall determine the class or classes to which
the increased or decreased number of directors shall be apportioned; provided,
however, that no decrease in the number of directors shall affect the term of
any director then in office. At each annual meeting of stockholders, directors
elected to succeed those whose terms are expiring shall be elected for a term of
office expiring at the annual meeting of stockholders held in the third year
following their election and until their respective successors are elected and
qualified, or until such director's earlier death, resignation or removal.

         3.5.     NOMINATION OF DIRECTORS.

         Nominations of persons for election to the Board of Directors may be
made by the Board of Directors, or by any stockholder of the Corporation
entitled to vote for the election of directors at the annual meeting who
complies with the notice procedures set forth in this Section 3.5. Nominations
by stockholders shall be made pursuant to timely notice in writing to the
Secretary. To be timely, a stockholder's notice shall be received at the
principal executive offices of the Corporation no later than the date designated
for receipt of stockholders' proposals in a prior public disclosure made by the
Corporation. If there has been



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no such prior public disclosure, then to be timely, a stockholder's nomination
must be delivered to or mailed and received at the principal executive offices
of the Corporation not less than 60 days nor more than 90 days prior to the
annual meeting; provided, however, that in the event that less than 70 days'
notice of the date of the meeting is given to stockholders or prior public
disclosure of the date of the meeting is made, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or 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, (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 which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving notice (i) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such nomination, and (ii) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder. At the request of the Board of Directors, any person nominated
by the Board of Directors for election as a director shall furnish to the
Secretary that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 3.5. The Chairman of the Board shall,
if the facts warrant, determine and declare to the annual meeting that a
nomination was not made in accordance with the provisions of this Section 3.5,
and if the Chairman of the Board should so determine, the Chairman of the Board
shall so declare to the meeting and the defective nomination shall be
disregarded.

         3.6.     MEETINGS.

                  (A)      REGULAR MEETINGS.

         Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board of Directors.

                  (B)      SPECIAL MEETINGS.

         Special meetings of the Board of Directors may be called by the
Chairman of the Board, President or any two directors on one day's notice to
each director, either personally or by telephone, express delivery service (so
that the scheduled delivery date of the notice is at least one day in advance of
the meeting), telegram or facsimile transmission, and on five days' notice by
mail (effective upon deposit of such notice in the mail). The notice need not
describe the purpose of a special meeting.

                  (C)      TELEPHONE MEETINGS.

         Members of the Board of Directors may participate in a meeting of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all participating directors can simultaneously hear
each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.

                  (D)      ACTION WITHOUT MEETING.

         Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if all members of the Board of
Directors consent thereto in writing, and the writing or writings are delivered
to the Corporation for inclusion in the Minute Book of the Corporation.

                  (E)      WAIVER OF NOTICE OF MEETING; PRESUMPTION OF ASSENT.

         A director may waive any notice required by statute, the Certificate of
Incorporation or these Bylaws before or after the date and time stated in the
notice. Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the Minute Book of the Corporation. Notwithstanding the foregoing, a
director's attendance at or participation in a meeting waives any required
notice to the director of the meeting unless the director at the beginning of
the meeting objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. A director who is present at a meeting is presumed to have assented to
any action taken unless such director enters a dissent or abstention in the
minutes of the meeting or files a written dissent to such action no later than
five days after such director receives a copy of the minutes of the meeting,
provided that the right to dissent shall not apply to a director who votes in
favor of such action.



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                  (F)      QUORUM AND VOTE AT MEETINGS.

         At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of a majority of the total number of directors prescribed
pursuant to Section 3.2 hereof (or, if no number is prescribed, the number in
office immediately before the meeting begins). The vote of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation or by these Bylaws. In the
absence of a quorum for any meeting of the Board of Directors, a majority of the
directors present thereat may adjourn such meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         3.7.     COMPENSATION OF DIRECTORS.

         The Board of Directors shall have the authority to fix the compensation
of directors. The directors may be paid their reasonable expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a
reasonable fixed sum for actual attendance at each meeting of the Board of
Directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

         3.8.     INTERESTED DIRECTORS.

         No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction, or
solely because his or her or their votes are counted for such purpose if: (a)
the material facts as to his or her or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested directors be less
than a quorum; or (b) the material facts as to his or her or their relationship
or interest and as to the contract or transaction are disclosed to or are known
by the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (c) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified by the board of directors, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

         3.9.     RESIGNATION.

         Any director may resign at any time by sending a written notice of such
resignation to the Chairman of the Board or the President of the Corporation.
Unless otherwise specified therein such resignation shall take effect upon
receipt thereof 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.

4.       COMMITTEES.

         4.1.     CREATION OF COMMITTEES.

         The Board of Directors may by resolution create one or more committees
and appoint members of the Board of Directors to serve on them. Each committee
may have one or more members, who serve at the pleasure of the Board of
Directors. The Board of Directors shall establish an Audit Committee and a Stock
Option Committee, composed in each case only of directors who are not employees
of the Corporation or any subsidiary thereof. The creation of a committee and
appointment of members to it shall be approved by a majority of all the
directors in office when the action is taken, whether or not a quorum. The
designation of any committee pursuant to this Article 4 and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
director, of any responsibility imposed by law or regulation. The same rules
that govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements of the Board of Directors apply to committees and
their members as well.

         4.2.     EXECUTIVE COMMITTEE.

         The Board of Directors may by resolution designate the chief executive
officer and two or more other directors to constitute an Executive Committee.
The chairman of the Executive Committee shall be designated by the Board of
Directors. The



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Executive Committee 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 full Board of Directors for its information at the
meeting thereof held next after the proceedings shall have taken place. Subject
to Section 4.4 below, each member of the Executive Committee shall hold office
until the next annual regular meeting of the Board of Directors following his or
her designation and until his or her successor is designated as a member of the
Executive Committee.

         4.3.     EXECUTIVE COMMITTEE AUTHORITY.

         The Executive Committee, when the Board of Directors is not in session,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it, except to the extent, if any, that such powers and authority shall
be limited by the resolution appointing the Executive Committee; and except also
that the Executive Committee shall not have the power or authority of the Board
of Directors with reference to amending the Certificate of Incorporation;
adopting an agreement of merger or consolidation; recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets; recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution; amending the
Bylaws of the Corporation; filling a vacancy or creating a new directorship; or
approving a transaction in which any member of the such committee, directly or
indirectly, has any material beneficial interest; and unless the resolution or
Bylaws expressly so provide, the Executive Committee shall not have the power or
authority to declare a dividend or to authorize the issuance of stock or
securities convertible into or exercisable for stock.

         4.4.     RESIGNATION AND REMOVAL.

         Any member of the Executive Committee may be removed at any time with
or without cause by resolution adopted by a majority of the full Board of
Directors. Any member of the Executive Committee may resign from the Executive
Committee at any time by giving written notice to the Chairman of the Board or
the President of the Corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt. The acceptance of such resignation
shall not be necessary to make it effective.

5.       OFFICERS.

         5.1.     POSITIONS.

         The officers of the Corporation shall be a Chairman of the Board, a
President, and a Secretary, and such other officers as the Board of Directors
(or an officer authorized by the Board of Directors) from time to time may
appoint, including one or more Vice Chairmen, Executive Vice Presidents, Vice
Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer
shall exercise such powers and perform such duties as shall be set forth below
and such other powers and duties as from time to time may be specified by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the duties of such other officers. Any number of offices may be held
by the same person.

         5.2.     POWERS.

         (a) Each officer shall have, in addition to the duties and powers set
forth herein, such duties and powers as are commonly incident to such officer's
office and such additional duties and powers as the Board of Directors may from
time to time authorize.

         (b) Powers of attorney, proxies, waivers of notice of meetings,
consents and other instruments relating to securities or partnership interests
owned by the Corporation may be executed in the name of and on behalf of the
Corporation by the Chairman of the Board, the President or any Vice President,
and any such officer may, in the name of and on behalf of the Corporation, take
all such action as any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the
Corporation may own securities, or at any meeting of any partnership in which
the Corporation owns an interest at any such meeting, shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities or partnership interest and which, as the owner thereof, the
Corporation might have possessed and exercised, if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

         5.3.     CHAIRMAN OF THE BOARD.

         The Chairman of the Board shall (when present) preside at all meetings
of the Board of Directors and stockholders, and shall ensure that all orders and
resolutions of the Board of Directors and stockholders are carried into effect.
The Chairman of the Board may execute bonds, mortgages and other contracts,
under the seal of the Corporation, if required, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly



                                       7
<PAGE>

delegated by the Board of Directors to some other officer or agent of the
Corporation.

         5.4.     PRESIDENT.

         The President of the Corporation shall be the chief executive officer,
unless the Board of Directors designates the Chairman of the Board as the chief
executive officer. The President shall have overall responsibility and authority
for management of the operations of the Corporation, subject to the authority of
the Board of Directors and the Chairman of the Board. The President may execute
bonds, mortgages and other contracts, under the seal of the Corporation, if
required, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.

         5.5.     VICE PRESIDENT.

         Any Vice President shall have such duties and powers as shall be set
forth in these Bylaws or as shall be designated from time to time by the Board
of Directors or by the Chairman of the Board or President. In the absence of the
President or in the event of the President's inability or refusal to act, the
Vice President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated, or in the absence of any designation, then
in the order of their election) shall perform the duties of the President, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the President. Any Vice President may execute bonds,
mortgages and other documents under the seal of the Corporation, except where
required or permitted by law to be otherwise executed and except where the
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

         5.6.     SECRETARY.

         The Secretary shall have responsibility for preparation of minutes of
meetings of the Board of Directors and of the stockholders and for
authenticating records of the Corporation. The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors. The Secretary or an Assistant Secretary also may attest all
instruments signed by any other officer of the Corporation.

         5.7.     ASSISTANT SECRETARY.

         The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act, perform the duties and exercise the powers of the Secretary.

         5.8.     TREASURER.

         The Treasurer shall have responsibility for the custody of the
corporate funds and securities and shall see to it that full and accurate
accounts of receipts and disbursements are kept in books belonging to the
Corporation. The Treasurer shall render to the Chairman of the Board, the
President, the Vice President, and the Board of Directors, upon request, an
account of all financial transactions and of the financial condition of the
Corporation.

         5.9.     ASSISTANT TREASURER.

         The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there shall have been no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer.

         5.10.    TERM OF OFFICE.

         The officers of the Corporation shall hold office until their
successors are chosen and qualified or until their death, earlier resignation or
removal. Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the Board of Directors. Any officer may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal, other than for cause,
shall be without prejudice to the contract rights, if any, of the person so
removed.



                                       8
<PAGE>

6.       CAPITAL STOCK.

         6.1.     CERTIFICATES OF STOCK; UNCERTIFICATED SHARES.

         The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates, and upon request every holder
of uncertificated shares, shall be entitled to have a certificate (representing
the number of shares registered in certificate form) signed in the name of the
Corporation by the Chairman of the Board, the President, or any Vice President,
and by the Treasurer, Secretary or any Assistant Treasurer or Assistant
Secretary. Any or all the signatures on the certificate may be facsimile. In
case any officer, transfer agent or registrar whose signature or facsimile
signature appears on a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue.

         6.2.     LOST CERTIFICATES.

         The Chairman of the Board, the President, or any Vice President may
direct a new certificate of stock to be issued in place of any certificate
theretofore issued by the Corporation and alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
that the certificate of stock has been lost, stolen or destroyed. When
authorizing such issuance of a new certificate, such officer may, as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or such owner's legal representative, to
advertise the same in such manner as such officer shall require and/or to give
the Corporation a bond, in such sum as such officer may direct as indemnity
against any claim that may be made against the Corporation on account of the
certificate alleged to have been lost, stolen or destroyed or on account of the
issuance of such new certificate or uncertificated shares.

         6.3.     RECORD DATE.

                  (A)      ACTIONS BY STOCKHOLDERS.

         In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders (or to take any other
action), the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors and shall not be less than 10 nor more than 60 days
before the meeting or action requiring a determination of stockholders.

         In order that the Corporation may determine the stockholders entitled
to consent to corporate action without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors and shall
not be more than 10 days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting,
unless the Board of Directors fixes a new record date.

         If no record date is fixed by the Board of Directors, the record date
shall be at the close of business on the day next preceding the day on which
notice is given, or if notice is not required or is waived, at the close of
business on the day next preceding the day on which the meeting is held or such
other action is taken, except that (if no record date is established by the
Board of Directors) the record date for determining stockholders entitled to
consent to corporate action without a meeting is the first date on which a
stockholder delivers a signed written consent to the Corporation for inclusion
in the Minute Book of the Corporation.

                  (B)      PAYMENTS.

         In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.



                                       9
<PAGE>

                  (C)      STOCKHOLDERS OF RECORD.

         The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be provided by law.

7.       INSURANCE.

         The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
(or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise) against liability
asserted against or incurred by such person in such capacity or arising from
such person's status as such (whether or not the Corporation would have the
power to indemnify such person against the same liability).

8.       INDEMNIFICATION.

         8.1.     INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN
                  THOSE BY OR IN RIGHT OF THE CORPORATION.

         (a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, and any appeal therein, whether civil, criminal,
administrative, arbitrative, or investigative (other than an action by or in
right of the Corporation) by reason of the fact that such person is or was a
director, officer, trustee, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, trustee,
employee, or agent of another corporation, association, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, and any appeal therein, if such person acted in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that such conduct was
unlawful. The termination of any action, suit or proceeding, and any appeal
therein, by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such conduct was unlawful.

         8.2.     INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE
                  RIGHT OF THE CORPORATION.

         (a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person is or was a director,
officer, trustee, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, association, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation. No such indemnification shall
be made against expenses in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the Corporation or against
amounts paid in settlement unless and only to the extent that there is a
determination (as set forth in Section 8.3 hereof) that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses or
amounts paid in settlement.

         8.3.     AUTHORIZATION OF INDEMNIFICATION.

         Any indemnification under this Article 8 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person or persons have met the applicable standard of
conduct set forth in Sections 8.1 and 8.2 hereof and, if applicable, is fairly
and reasonably entitled to indemnity as set forth in Section 8.2, as the case
may be. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by a majority of the stockholders
entitled to vote generally in the election of directors. To the



                                       10
<PAGE>

extent, however, that a director, officer, trustee, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith, without the necessity of authorization in the specific case. No
director, officer, trustee, employee or agent of the Corporation shall be
entitled to indemnification in connection with any action, suit or proceeding
voluntarily initiated by such person unless the action, suit or proceeding was
authorized by a majority of the entire Board of Directors.

         8.4.     GOOD FAITH DEFINED.

         For purposes of any determination under Section 8.3 hereof, a person
shall be deemed to have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, or,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe his or her conduct was unlawful, if his or her action is based
on the records or books of account of the Corporation or another enterprise, or
on information supplied to him or her by the officers of the Corporation or
another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this Section 8.4 shall mean any other corporation or any
association, partnership, joint venture, trust or other enterprise of which such
person is or was serving at the request of the Corporation as a director,
officer, trustee, employee or agent. The provisions of this Section 8.4 shall
not be deemed to be exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standards of conduct set forth
in Sections 8.1 or 8.2 hereof, as the case may be.

         8.5.     INDEMNIFICATION BY A COURT.

         Notwithstanding any contrary determination in the specific case under
Section 8.3, and notwithstanding the absence of any determination thereunder,
any director, officer, trustee, employee or agent may apply to any court of
competent jurisdiction in the State of Delaware for indemnification to the
extent otherwise permissible under Sections 8.1 and 8.2 above. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because he or she has met the applicable standards of
conduct set forth in Sections 8.1 and 8.2 above, as the case may be. Notice of
any application for indemnification pursuant to this Section 8.5 shall be given
to the Corporation promptly upon the filing of such application. Notwithstanding
any of the foregoing, unless otherwise required by law, no director, officer,
trustee, employee or agent of the Corporation shall be entitled to
indemnification in connection with any action, suit or proceeding voluntarily
initiated by such person unless the action, suit or proceeding was authorized by
a majority of the entire Board of Directors.

         8.6.     ADVANCEMENT OF EXPENSES.

         The Corporation may advance expenses (including attorneys' fees)
incurred by a director, officer, employee or agent in advance of the final
disposition of such action, suit or proceeding upon the receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to indemnification
from the Corporation as authorized in this Article 8.

         8.7.     CONTRACT, NON-EXCLUSIVITY AND SURVIVAL OF INDEMNIFICATION.

         The indemnification provided by this Article 8 shall be deemed to be a
contract between the Corporation and each director, officer, employee and agent
who serves in such capacity at any time while this Article 8 is in effect, and
any repeal or modification thereof shall not affect any rights or obligations
then existing with respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought based in whole
or in part upon any such state of facts. Further, the indemnification and
advancement of expenses provided by this Article 8 shall not be deemed exclusive
of any other rights to which those seeking indemnification and advancement of
expenses may be entitled under any certificate of incorporation, bylaw,
agreement, contract, vote of stockholders or disinterested directors or pursuant
to the direction (howsoever embodied) of any court of competent jurisdiction or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, it being the policy of the
Corporation that, subject to the limitation in Section 8.3 hereof concerning
voluntary initiation of actions, suits or proceedings, indemnification of the
persons specified in Sections 8.1 and 8.2 hereof shall be made to the fullest
extent permitted by law. The provisions of this Article 8 shall not be deemed to
preclude the indemnification of any person who is not specified in Sections 8.1
or 8.2 of this Article 8 but whom the Corporation has the power or obligation to
indemnify under the provisions of the law of the State of Delaware. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article 8 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, trustee,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.



                                       11
<PAGE>

         8.8.     MEANING OF "CORPORATION" FOR PURPOSES OF ARTICLE 8.

         For purposes of this Article 8, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article 8 with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.

9.       NOTICES.

         9.1.     NOTICES.

         Whenever written notice is required by law, the Certificate of
Incorporation or these Bylaws to be given to any director, member of a committee
or stockholder, such notice may be given by mail, addressed to such director,
member of a committee or stockholder, at his or her address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Written notice may also be given personally or by telegram, telex
or telecopy.

         9.2.     WAIVERS OF NOTICE.

         Whenever any notice is required by law, the Certificate of
Incorporation or these bylaws to be given to any director, member of a committee
or stockholder, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

         Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting with the express
purpose of objecting, at the beginning of the meeting, 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 regular or special meeting
of the stockholders, directors, or members of a committee of directors need be
specified in any other waiver of notice unless so required by the Certificate of
Incorporation or these Bylaws.

10.      GENERAL PROVISIONS.

         10.1.    INSPECTION OF BOOKS AND RECORDS.

         Any stockholder, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the Corporation's
stock ledger, a list of its stockholders, and its other books and records, and
to make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. In every instance
where an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing which authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office or at its principal place of business.

         10.2.    DIVIDENDS.

         The Board of Directors may declare dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of Incorporation
and the laws of the State of Delaware, and such dividends may be paid in cash,
in property, or in shares of capital stock of the Corporation. Subject to the
Delaware General Corporation Law, such dividends may be paid either out of
surplus, out of the net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year.

         10.3.    RESERVES.

         The Board of Directors may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.



                                       12
<PAGE>

         10.4.    EXECUTION OF INSTRUMENTS.

         All checks, drafts or other orders for the payment of money, and
promissory notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate.

         10.5.    FISCAL YEAR.

         The fiscal year of the Corporation shall begin on October 1 and end on
September 30.

         10.6.    SEAL.

         The corporate seal shall be in such form as the Board of Directors
shall approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

11.      AMENDMENTS TO BYLAWS.

         The Board of Directors may from time to time adopt, amend and repeal
these Bylaws. Such action by the Board of Directors shall require the
affirmative vote of at least a majority of the directors then in office. If
stockholders are entitled to vote with respect thereto to amend or repeal Bylaws
adopted by the Board of Directors as may be provided in the Certificate of
Incorporation or by law, then the affirmative vote of 66-2/3% of the total
number of votes of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required for the amendment or repeal of
Bylaws by the stockholders of the Corporation.

                                    * * * * *




                                       13
<PAGE>

             The foregoing Bylaws were adopted by the Board of Directors of Troy
Financial Corporation on January 28, 1999, as amended on November 9, 2000.

                                /s/ Kevin M. O'Bryan
                                Kevin M. O'Bryan
                                Secretary






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