**Exhibit
      3.2**





**BYLAWS
      OF**


**NORTHEAST
      COMMUNITY BANCORP, INC.**





**(As
      amended October 28, 2007)**





**ARTICLE
      I.  HOME OFFICE**





The
      home office of Northeast Community
      Bancorp, Inc. (the “Subsidiary Holding Company”) is 325 Hamilton Avenue, White
      Plains, in the County of Westchester, in the State of New York.





**ARTICLE
      II.  SHAREHOLDERS**





Section
      l.  Place of
      Meetings.  All annual and special meetings of shareholders shall
      be held at the home office of the Subsidiary Holding Company or at such other
      convenient place as the board of directors may determine.





Section
      2.  Annual
      Meeting.  A meeting of the shareholders of the Subsidiary Holding
      Company for the election of directors and for the transaction of any other
      business of the Subsidiary Holding Company shall be held annually within 150
      days after the end of the Subsidiary Holding Company’s fiscal year on such date
      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 (“OTS”) or the Federal Stock Charter of the Subsidiary Holding
      Company, may be called at any time by the chairman of the board, the president
      or a majority of the board of directors, and shall be called by the chairman
      of
      the board, the president or the secretary upon the written request of the
      holders of not less than one-tenth of all of the outstanding capital stock
      of
      the Subsidiary Holding Company entitled to vote at the meeting.  Such
      written request shall state the purpose or purposes of the meeting and shall
      be
      delivered to the home office of the Subsidiary Holding Company addressed to
      the
      chairman of the board, the president or the secretary.





Section
      4.  Conduct of
      Meetings.  Annual and special meetings shall be conducted by the
      person designated by the board of directors to preside at such meetings in
      accordance with the written procedures agreed to by the board of
      directors.  The board of directors shall designate, when present,
      either the chairman of the board or such other person as designated by the
      board
      of directors 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 Subsidiary Holding Company as of the record date
      prescribed in Section 6 of this Article II, with postage
      prepaid.  When any


1


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.





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
      Subsidiary Holding Company shall make a complete list of the shareholders
      entitled to vote at such meeting, or any adjournment thereof, arranged in
      alphabetical order, with the address and the number of shares held by
      each.  This list of shareholders shall be kept on file at the home
      office of the Subsidiary Holding Company and shall be subject to inspection
      by
      any shareholder 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 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
§552.6(d) of the OTS’s Regulations as now or hereafter in effect.





Section
      8.  Quorum.  A majority of the outstanding shares of the
      Subsidiary Holding Company entitled to vote, represented in person or by proxy,
      shall constitute a quorum at a meeting of shareholders.  If less than
      a majority of the outstanding shares is represented at a meeting, a majority
      of
      the shares so represented may adjourn the meeting from time to time without
      further notice.  At such adjourned meeting at which a quorum shall be
      present or represented, any business may be transacted 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 of the Subsidiary Holding Company.  Directors,
      however, are elected by a plurality of the votes cast at an election of
      directors.


2


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
      Subsidiary Holding Company to the contrary, at any meeting of the shareholders
      of the Subsidiary Holding Company any one or more of such shareholders may
      cast,
      in person or by proxy, all votes to which such ownership is
      entitled.  In the event an attempt is made to cast conflicting votes,
      in person or by proxy, by the several persons in whose names shares of stock
      stand, the vote or votes to which those persons are entitled shall be cast
      as
      directed by a majority of those holding such 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 Subsidiary Holding Company if no other instructions are
      received.  Shares standing in the name of a receiver may be voted by
      such receiver, and shares held by or under the control of a receiver may be
      voted by such receiver without the transfer thereof into his or her name if
      authority to do so is contained in an appropriate order of the court or other
      public authority by which such receiver was appointed.





A
      shareholder whose shares are pledged
      shall be entitled to vote such shares until the shares have been transferred
      into the name of the pledgee, and thereafter the pledgee shall be entitled
      to
      vote the shares so transferred.





Neither
      treasury shares of its own
      stock held by the Subsidiary Holding Company, nor shares held by another
      corporation, if a majority of the shares entitled to vote for the election
      of
      directors of such other corporation are held by the Subsidiary Holding Company,
      shall be voted at any meeting or counted in determining the total number of
      outstanding shares at any given time for purposes of any meeting.





Section
      12.  Inspectors of
      Election.  In advance of any meeting of shareholders, the board of
      directors may appoint any persons other than nominees for office as inspectors
      of election to act at such meeting or any adjournment.  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


3


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 OTS, the duties of such inspectors shall
      include:  determining the number of shares of stock and the voting
      power of each share, the shares represented at the meeting, the existence of
      a
      quorum, and the authenticity, validity and effect of proxies; receiving votes,
      ballots, or consents; hearing and determining all challenges and questions
      in
      any way arising in connection with the rights to vote; counting and tabulating
      all votes or consents; determining the result; and such acts as may be proper
      to
      conduct the election or vote with fairness to all shareholders.





Section
      13.  Nominating
      Committee.  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
      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 Subsidiary Holding Company at least 30 days prior to the
      date of the annual meeting; *provided, however,* that in the event that
      less than 40 days notice or prior public disclosure of the date of the meeting
      is given or made to shareholders, notice by the shareholder must be received
      not
      later than the close of business on the 10th day following
      the
      day on which notice of the date of the annual meeting was mailed or such public
      disclosure was made.  Upon delivery, such nominations shall be posted
      in a conspicuous place in each office of the Subsidiary Holding
      Company.  Ballots bearing the names of all 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
      14.  New
      Business.  Any new business to be taken up at the annual meeting
      shall be stated in writing and filed with the secretary at least 30 days before
      the date of the annual meeting; *provided, however,* that in the event
      that less than 40 days notice or prior public disclosure of the date of the
      meeting is given or made to shareholders, notice by the shareholder must be
      received not later than the close of business on the 10th day following
      the
      day on which notice of the date of the annual meeting was mailed or such public
      disclosure was made, and all other business so stated, proposed and filed shall
      be considered at the annual meeting so long as such business relates to a proper
      subject matter for shareholder action; 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 30 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.  A shareholder’s notice to the secretary shall set forth
      as to each matter the


4


shareholder
      proposed to bring before the annual meeting (a) a brief description of the
      proposal desired to be brought before the annual meeting and (b) the name and
      address of such shareholder and the class and number of shares of the Subsidiary
      Holding Company which are owned of record or beneficially by such
      shareholder.  This provision shall not prevent the consideration and
      approval or disapproval at the annual meeting of reports of officers, directors
      and committees; but in connection with such reports, no new business shall
      be
      acted upon at such annual meeting unless stated and filed as herein
      provided.





Section
      15.  Informal
      Action by Shareholders.  Any action required 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 thereof.





**ARTICLE
      III.  BOARD OF DIRECTORS**





Section
      l.  General
      Powers.  The business and affairs of the Subsidiary Holding
      Company shall be under the direction of its board of directors.  The
      board of directors shall annually elect a chairman of the board from among
      its
      members and, when present, the chairman of the board shall preside at its
      meetings.  If the chairman of the board is not present, the board
      shall select one of its members to preside at its meeting.





Section
      2.  Number and
      Term.  The board of directors shall consist of nine (9) members
      and shall be divided into three classes as nearly equal in number as
      possible.  The members of each class shall be elected for a term of
      three years and until their successors are elected and qualified.  One
      class shall be elected by ballot annually.





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
      Subsidiary Holding Company unless the 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
      by
      one-third of the directors.  The persons authorized to call special
      meetings of the board of directors may fix any place as the place for holding
      any special meeting of the board of directors called by such
      persons.





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


5


the
      meeting can hear and speak to 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 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 OTS or by these
      bylaws.





Section
      9.  Action Without
      a Meeting.  Any action required or permitted to be taken by the
      board of directors at a meeting may be taken without a meeting if a consent
      in
      writing, setting forth the action so taken, shall be signed by all of the
      directors.





Section
      10.  Resignation.  Any director may resign at any time
      by sending a written notice of such resignation to the home office of the
      Subsidiary Holding Company addressed to the chairman of the board or the
      president.  Unless otherwise specified, such resignation shall take
      effect upon receipt 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.


6


Section
      12.  Compensation.  Directors, as such, may receive
      compensation 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 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 Subsidiary Holding Company who is
      present at a meeting of the board of directors at which action on any Subsidiary
      Holding Company matter is taken shall be presumed to have assented to the action
      taken unless his or her dissent or abstention shall be entered in the minutes
      of
      the meeting or unless he or she shall file a written dissent to such action
      with
      the person acting as the secretary of the meeting before the adjournment thereof
      or shall forward such dissent by registered mail to the secretary of the
      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 only 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.





For
      purposes of this section, removal for cause includes, as defined in 12 C.F.R.
      §563.39, or any successor regulation enacted by the OTS, “personal dishonesty,
      incompetence, willful misconduct, breach of fiduciary duty involving personal
      profit, intentional failure to perform stated duties, [or a] willful violation
      of any law, rule or regulation (other than traffic violations or similar
      offenses) or final cease-and-desist order.”





Section
      15.  Integrity of
      Directors.  A person is not qualified to serve as director if he
      or she: (1) is under indictment for, or has ever been convicted of, a criminal
      offense involving dishonesty or breach of trust and the penalty for such offense
      could be imprisonment for more than one year, or (2) is a person against who
      a
      banking agency has, within the past ten years, issued a cease and desist order
      for conduct involving dishonesty or breach of trust and that order is final
      and
      not subject to appeal, or (3) has been found either by a regulatory agency
      whose
      decision is final and not subject to appeal or by a court to have (i) breached
      a
      fiduciary duty involving personal profit, or (ii) committed a willful violation
      of any law, rule or regulation governing banking, securities, commodities or
      insurance, or any final cease and desist order issued by a banking, securities,
      commodities or insurance regulatory agency.





**ARTICLE
      IV.  EXECUTIVE AND OTHER COMMITTEES**





Section
      l.  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


7


and
      the
      delegation of authority shall not operate to relieve the board of directors,
      or
      any director, of any responsibility imposed by law or regulation.





Section
      2.  Authority.  The executive committee, when the board
      of directors is not in session, shall have and may exercise all of the authority
      of the board of directors except to the extent, if any, that such authority
      shall be limited by the resolution appointing the executive committee; and
      except also that the executive committee shall not have the authority of the
      board of directors with reference to:  the declaration of dividends;
      the amendment of the Charter or bylaws of the Subsidiary Holding Company, or
      recommending to the shareholders a plan of merger, consolidation, or conversion;
      the sale, lease or other disposition of all or substantially all of the property
      and assets of the Subsidiary Holding Company otherwise than in the usual and
      regular course of its business; a voluntary dissolution of the Subsidiary
      Holding Company; a revocation of any of the foregoing; or the approval of a
      transaction in which any member of the executive committee, directly or
      indirectly, has any material beneficial interest.





Section
      3.  Tenure.  Subject to the provisions of Section 8 of
      this Article IV, each member of the executive committee shall hold office until
      the next regular annual meeting of the board of directors following his or
      her
      designation and until a successor is designated as a member of the executive
      committee.





Section
      4.  Meetings.  Regular meetings of the executive
      committee may be held without notice at such times and places as the executive
      committee may fix from time to time by resolution.  Special meetings
      of the executive committee may be called by any member thereof upon not less
      than one day’s notice stating the place, date and hour of the meeting, which
      notice may be written or oral.  Any member of the executive committee
      may waive notice of any meeting and no notice of any meeting need be given
      to
      any member thereof who attends in person.  The notice of a meeting of
      the executive committee need not state the business proposed to be transacted
      at
      the meeting.





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 Subsidiary Holding


8


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 conduct of the business of the Subsidiary
      Holding Company and may prescribe the duties, constitution and procedures
      thereof.





**ARTICLE
      V.  OFFICERS**





Section
      l.  Positions.  The officers of the Subsidiary Holding
      Company shall be a chief executive officer, 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 Subsidiary Holding Company may
      require.  The officers shall have such authority and perform such
      duties as the board of directors may from time to time authorize or
      determine.  In the absence of action by the board of directors, the
      officers shall have such powers and duties as generally pertain to their
      respective offices.





Section
      2.  Election and
      Term of Office.  The officers of the Subsidiary Holding Company
      shall be elected annually at the first meeting of the board of directors held
      after each annual meeting of the shareholders.  If the election of
      officers is not held at such meeting, such election shall be held as soon
      thereafter as possible.  Each officer shall hold office until a
      successor has been duly elected and qualified or until the officer’s death,
      resignation or removal in the manner hereinafter provided.  Election
      or appointment of an officer, employee or agent shall not of itself create
      contractual rights.  The board of directors may authorize the
      Subsidiary Holding Company to enter into an employment contract with any officer
      in accordance with regulations of the OTS; but no such contract shall impair
      the
      right of the board of directors 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 Subsidiary Holding
      Company will be served thereby, but such removal, other than for cause, shall
      be
      without prejudice to the contractual rights, if any, of the person so
      removed.


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Section
      4.  Vacancies.  A vacancy in any office because of
      death, resignation, removal, disqualification or otherwise, may be filled by
      the
      board of directors 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 by employment
      contracts or otherwise.





**ARTICLE
      VI.  CONTRACTS, LOANS, CHECKS AND DEPOSITS**





Section
      l.  Contracts.  To the extent permitted by regulations
      of the OTS, and except as otherwise prescribed by these bylaws with respect
      to
      certificates for shares, the board of directors may authorize any officer,
      employee, or agent of the Subsidiary Holding Company to enter into any contract
      or execute and deliver any instrument in the name of and on behalf of the
      Subsidiary Holding Company.  Such authority may be general or confined
      to specific instances.





Section
      2.  Loans.  No loans shall be contracted on behalf of
      the Subsidiary Holding Company and no evidence of indebtedness shall be issued
      in its name unless authorized by the board of directors.  Such
      authority may be general or confined to specific instances.





Section
      3.  Checks,
      Drafts, Etc.  All checks, drafts or other orders for the payment
      of money, notes or other evidences of indebtedness issued in the name of the
      Subsidiary Holding Company shall be signed by one or more officers, employees
      or
      agents of the Subsidiary Holding Company in such manner as shall from time
      to
      time be determined by the board of directors.





Section
      4.  Deposits.  All funds of the Subsidiary Holding
      Company not otherwise employed shall be deposited from time to time to the
      credit of the Subsidiary Holding Company in any duly authorized depositories
      as
      the board of directors may select.





**ARTICLE
      VII.  CERTIFICATES FOR SHARES**


**AND
      THEIR TRANSFER**





Section
      l.  Certificates
      for Shares.  Certificates representing shares of capital stock of
      the Subsidiary Holding Company shall be in such form as shall be determined
      by
      the board of directors and approved by the Office.  Such certificates
      shall be signed by the chief executive officer or by any other officer of the
      Subsidiary Holding Company authorized by the board of directors, attested by
      the
      secretary or an assistant secretary, and sealed with the corporate seal or
      a
      facsimile thereof.  The signatures of such officers upon a certificate
      may be facsimiles if the certificate is manually signed on behalf of a transfer
      agent or a registrar other than the Subsidiary Holding Company itself or one
      of
      its employees.  Each certificate for shares of capital stock shall be
      consecutively numbered or otherwise identified.  The name and address
      of the person to whom the shares are issued, with the number of shares and
      date
      of issue, shall be entered on the stock transfer books of the Subsidiary Holding
      Company.





Notwithstanding
      anything to the
      contrary herein, the Board of Directors may provide by resolution that some
      or
      all of any or all classes or series of the Subsidiary Holding Company’s capital
      stock may be uncertificated shares.  Any such resolution shall not
      apply to shares


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represented
      by a certificate until such certificate is surrendered to the Subsidiary Holding
      Company.





In
      the case of certificated shares, all
      certificates surrendered to the Subsidiary Holding Company for transfer shall
      be
      cancelled and no new certificate or evidence of the issuance of uncertificated
      shares shall be issued until the former certificate for a like number of shares
      has been surrendered and cancelled.  In the case of uncertificated
      shares, proper transfer instructions for the number of shares involved shall
      be
      received before a new certificate or evidence of the issuance of uncertificated
      shares is issued thereof.  In the case of a lost or destroyed
      certificate, a new certificate or uncertificated shares may be issued upon
      such
      terms and indemnity to the Subsidiary Holding Company as the board of directors
      may prescribe.





Section
      2.  Transfer of
      Shares.  Transfer of shares of capital stock of the Subsidiary
      Holding Company shall be made only on its stock transfer
      books.  Authority for such transfer shall be given only by the holder
      of record 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 Subsidiary Holding
      Company.  Such transfer shall be made only, in the case of
      certificated shares, on surrender for cancellation of the certificate for such
      shares or, in the case of uncertificated shares, on delivery of proper transfer
      instructions for the number of shares involved.  The person in whose
      name shares of capital stock stand on the books of the Subsidiary Holding
      Company shall be deemed by the Subsidiary Holding Company to be the owner for
      all purposes.





**ARTICLE
      VIII.  FISCAL YEAR**





The
      fiscal year of the Subsidiary
      Holding Company shall end on December 31 of each year.  The
      appointment of accountants shall be subject to annual ratification by the
      shareholders.





**ARTICLE
      IX.  DIVIDENDS**





Subject
      to the terms of the Subsidiary
      Holding Company’s Charter and the regulations and orders of the OTS, the board
      of directors may, from time to time, declare, and the Subsidiary Holding Company
      may pay, dividends on its outstanding shares of capital stock.





**ARTICLE
      X.  CORPORATE SEAL**





The
      board of directors shall provide a
      Subsidiary Holding Company seal, which shall be two concentric circles between
      which shall be the name of the Subsidiary Holding Company.  The year
      of incorporation or an emblem may appear in the center.





**ARTICLE
      XI.  AMENDMENTS**





These
      bylaws may be amended in a manner
      consistent with regulations of the OTS and shall be effective
      after:  (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 Subsidiary Holding Company at any legal meeting, and (ii)
      receipt of any applicable regulatory approval.  When
      the


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Subsidiary
      Holding Company fails to meet its quorum requirements, solely due to vacancies
      on the board, then the affirmative vote of a majority of the sitting board
      will
      be required to amend the bylaws.





**ARTICLE
      XII.  INDEMNIFICATION**





The
      Subsidiary Holding Company shall
      indemnify all officers, directors and employees of the Subsidiary Holding
      Company, and their heirs, executors and administrators, to the fullest extent
      permitted under federal law against all expenses and liabilities reasonably
      incurred by them in connection with or arising out of any action, suit or
      proceeding in which they may be involved by reason of their having been a
      director or officer of the Subsidiary Holding Company, whether or not they
      continue to be a director or officer at the time of incurring such expenses
      or
      liabilities, such expenses and liabilities to include, but not be limited to,
      judgments, court costs and attorneys’ fees and the cost of reasonable
      settlements.










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