EXHIBIT 3(ii)
                            GEORGETOWN BANCORP, INC.
                                     BYLAWS

                             ARTICLE I - Home Office

         The home office of Georgetown Bancorp, Inc. (the "Company") shall be at
2 East Main Street,  in the Town of Georgetown,  in the County of Essex,  in the
Commonwealth of Massachusetts.

                            ARTICLE II - Shareholders

         Section  1. Place of  Meetings.  All annual  and  special  meetings  of
shareholders  shall be held at the home  office of the  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 Company
for the election of directors and for the  transaction  of any other business of
the Company shall be held annually at such place,  on such date and at such time
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  (the "Office"),  may be called at any time by the
chairman of the board,  vice chairman of the board or a majority of the board of
directors,  and shall be called by the chairman of the board,  vice  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 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 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 chairman of the annual or special  meeting in  accordance  with
the written procedures agreed to by the board of directors.

         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 twenty (20) nor more than fifty (50) days before the
date of the meeting, either personally or by mail, by or at the direction of the
chairman  of the board,  vice  chairman  of the board or 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  Company as of the record  date
prescribed  in  Section 6 of this  Article  II with  postage  prepaid.  When any
shareholders'  meeting,  either annual or special,  is adjourned for thirty (30)
days or more,  notice of the adjourned  meeting shall be given as in the case of
an original  meeting.  It shall not be  necessary to give any notice of the time
and place of any  meeting  adjourned  for less than  thirty  (30) days or of the
business to be  transacted  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
sixty (60) days and,  in case of a meeting of  shareholders,  not fewer than ten
(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.

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         Section 7. Voting Lists.  At least twenty (20) days before each meeting
of the  shareholders,  the officer or agent having charge of the stock  transfer
books for shares of the Company shall make a complete  list of the  shareholders
of record entitled to vote at such meeting, or any adjournment thereof, arranged
in alphabetical  order,  with the address and the number of shares held by each.
This  list of  shareholders  shall  be kept on file at the  home  office  of the
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
twenty (20) days prior to such  meeting.  Such list also shall 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 ss.  552.6(d)  of the  Office's
regulations as now or hereafter in effect.

         Section 8. Quorum. A majority of the outstanding  shares of the 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. If a quorum is present at a meeting of shareholders and the withdrawal
of shareholders  results in the presence of less than a quorum, the shareholders
present may  continue to transact  business  until  adjournment.  If a quorum is
present the  affirmative  vote of the majority of the shares  represented at the
meeting  and  entitled  to vote on the  subject  matter  shall be the act of the
shareholders,  unless  the  vote of a  greater  number  of  shareholders  voting
together  or voting by classes is  required  by law or the  charter.  Directors,
however,  are  elected  by a  plurality  of the  votes  cast at an  election  of
directors.

         Section 9. Proxies. At all meetings of shareholders,  a shareholder may
vote by proxy  executed  in  writing  by the  shareholder  or by his or her 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  (11)  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 Company to the contrary, at any meeting of the shareholders of
the  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 stock 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 of 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
Company if no other instructions are received.  Shares standing in the name of a
receiver may be voted by such receiver,  and shares held by or under the control
of a receiver may be voted by such receiver without the transfer into his or her
name if authority to do so is

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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 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 Company,
shall be voted at any  meeting  or counted in  determining  the total  number of
outstanding shares at any given time for purposes of any meeting.

         Section 12.  Cumulative  Voting.  Stockholders  may not cumulate  their
votes for election of directors.

         Section  13.  Inspectors  of  Election.  In advance  of any  meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any  adjournment.
The  number of  inspectors  shall be either one or three.  Any such  appointment
shall not be  altered at the  meeting.  If  inspectors  of  election  are not so
appointed,  the chairman of the board or the vice  chairman of the board may, or
on the request of not fewer than ten percent (10%) 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 vice chairman of the board.

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

         Section 14. Nominating Committee.  The board of directors shall appoint
a nominating  committee  for  selecting  the nominees for election as directors.
Except  in the case of a nominee  substituted  as a result of the death or other
incapacity  of a management  nominee,  the  nominating  committee  shall deliver
written nominations to the secretary at least twenty (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 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 Company at least five days prior to the date
of the annual meeting. Such shareholder's notice shall set forth: (A) as to each
person whom the shareholder proposes to nominate for election or reelection as a
director,  (i) the name,  age,  business  address and residence  address of such
person,  (ii) the principal  occupation or employment of such person,  and (iii)
such person's written consent to serve as a director,  if elected; and (B) as to
the shareholder  giving the notice (i) the name and address of such  shareholder
and (ii) the class and number of shares of the Company  that are owned of record
by such  shareholder.  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  shareholder's
notice of nomination  which  pertains to the nominee  together with the required
written  consents.  Upon  delivery,  such  nominations  shall  be  posted  in  a
conspicuous  place in each office of the 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  twenty  (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.

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         Section 15. New Business. Any new business to be taken up at the annual
meeting  shall be stated in writing and filed with the  secretary of the Company
at least five (5) days prior to the date of the annual meeting, and all business
so stated, proposed, and filed shall be considered at the annual meeting; but no
other proposal shall be acted upon at the annual  meeting.  Any  shareholder may
make any other  proposal at the annual meeting and the same may be discussed and
considered,  but unless  stated in writing and filed with the secretary at least
five (5) days before the meeting, such proposal shall be laid over for action at
an adjourned,  special or annual meeting of the shareholders taking place thirty
(30) days or more thereafter. This provision shall not prevent the consideration
and  approval  or  disapproval  at the annual  meeting  of reports of  officers,
directors, and committees;  but in connection with such reports, no new business
shall be acted upon at such  annual  meeting  unless  stated and filed as herein
provided.  A  shareholder's  notice to the secretary  shall set forth as to each
matter the  shareholder  proposes to bring before the annual meeting (A) a brief
description of the proposal desired to be brought before the annual meeting, (B)
the business,  as well as the name and address of such shareholder and the class
and  number  of  shares  of the  Company  that  are  owned  of  record  by  such
shareholder.

                        ARTICLE III - Board of Directors

         Section 1.  General  Powers.  The  business  and affairs of the Company
shall be under the direction of its board of  directors.  The board of directors
shall annually elect a chairman of the board and vice chairman of the board from
among its members and shall designate,  when present, either the chairman of the
board,  the vice chairman of the board or such other  director to preside at its
meetings.

         Section 2. Number and Term.  The board of  directors  shall  consist of
fourteen (14) 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  notice  other 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  and unless  otherwise  specified by
resolution of the board, such additional  regular meetings of the board shall be
held  without  notice at the  principal  place of business of the Company on the
fourth Monday of the months of January, April, July and October at an hour fixed
by resolution of the board. 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  Company
unless the 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,  vice  chairman
of the  board,  the  president,  or  one-third  of the  directors.  The  persons
authorized to call special meetings of the board of directors may fix any place,
within the United  States,  as the place for holding any special  meeting of the
board of directors called by such persons.

         Members of the board of directors may  participate in special  meetings
by means of conference  telephone or similar  communications  equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person for all purposes.

         Section 6. Notice. Written notice of any special meeting shall be given
to each director at least three days 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 sent by mail,  when

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delivered  to the  telegraph  company if sent by  telegram  or when the  Company
receives  notice of delivery if  electronically  transmitted.  Any  director may
waive  notice  of any  meeting  by a  writing  filed  with  the  secretary.  The
attendance  of a director at a meeting  shall  constitute  a waiver of notice of
such meeting,  except where a director attends a meeting for the express purpose
of  objecting  to the  transaction  of any  business  because the meeting is not
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose  of, any  meeting of the board of  directors  need be  specified  in the
notice or waiver of notice of such meeting.

         Section 7.  Quorum.  A majority  of the  number of  directors  fixed by
Section 2 of this Article III shall  constitute a quorum for the  transaction of
business  at any  meeting  of the  board of  directors;  but if less  than  such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time.  Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.

         Section 8. Manner of Acting.  The act of the majority of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of directors,  unless a greater number is prescribed by regulation of the Office
or by these bylaws.

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

         Section 10. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the 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 (3) 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 on the board of directors
may be filled by the affirmative  vote of a majority of the remaining  directors
although  less than a quorum of the board of  directors.  A director  elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders.  Any directorship to be filled by reason of an increase in the
number of directors  may be filled by election by the board of  directors  for a
term of office  continuing  only until the next  election  of  directors  by the
shareholders.

         Section 12. Compensation.  Directors, as such, may receive a stated fee
for their  services.  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 Company who is
present at a meeting of the board of  directors  at which  action on any 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 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.

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         For purposes of this section, removal for cause includes, as defined in
12 C.F.R.  Section 563.39,  or any successor  regulation  enacted by the Office,
"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 1. Appointment.  The board of directors,  by resolution adopted
by a majority of the full board,  may  designate  the  chairman  and four of the
other  directors to constitute an executive  committee.  The  designation of any
committee  pursuant to this Article IV and the delegation of authority shall not
operate  to  relieve  the  board  of  directors,   or  any   director,   of  any
responsibility imposed by law or regulation.

         Section  2.  Authority.  The  executive  committee,  when the  board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors  except to the extent,  if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that 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 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 Company  otherwise
than in the usual and regular course of its business; a voluntary dissolution of
the  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.

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         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 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  shall  by
resolution  establish an audit, loan, or other committees  composed of directors
as it may  determine  to be  necessary  or  appropriate  for the  conduct of the
business  of the  Company  and  may  prescribe  the  duties,  constitution,  and
procedures thereof, and the board of directors shall appoint the members of such
committees.

                              ARTICLE V - Officers

         Section 1. Positions.  The officers of the Company shall be a chairman,
a vice chairman,  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 chairman shall be an ex-officio  member of all committees of the
board  of  directors,  except  an audit  committee  if the  board  of  directors
establishes  such  committee.  The offices of the  secretary  and  treasurer  or
comptroller  may be held by the same  person  and a vice  president  also may 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 also may elect or authorize the appointment of
such other  officers as the  business of the 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 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 Company to enter into an  employment  contract with any officer in
accordance with regulations of the Office; but no such contract shall impair the
right of the board of directors to remove any officer at any time in  accordance
with Section 3 of this Article V.

         Section  3.  Removal.  Any  officer  may be  removed  by the  board  of
directors  whenever in its  judgment  the best  interests of the 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.

         For purposes of this section,  removal for cause  includes,  but is not
limited  to,  matters as defined in 12 C.F.R.  Section  563.39 or any  successor
regulation  enacted by the Office,  removal  because of the officer's  "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."

<PAGE>

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

         Section 5.  Remuneration.  The  remuneration  of the officers  shall be
fixed from time to time by the board of directors.

               ARTICLE VI - Contracts, Loans, Checks, and Deposits

         Section 1.  Contracts.  To the extent  permitted by  regulations of the
Office,  and except as  otherwise  prescribed  by these  bylaws with  respect to
certificates  for shares,  the board of  directors  may  authorize  any officer,
employee  or agent of the  Company to enter  into any  contract  or execute  and
deliver  any  instrument  in the  name of and on  behalf  of the  Company.  Such
authority may be general or confined to specific instances.

         Section 2. Loans. No loans shall be contracted on behalf of the 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  Company  shall be signed  by one or more  officers,  employees,  or
agents of the Company in such manner as shall from time to time be determined by
the board of directors.

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

            ARTICLE VII - Certificates for Shares and Their Transfer

         Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the 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 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
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 Company.
All certificates  surrendered to the Company for transfer shall be cancelled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares has been surrendered and cancelled,  except that in the case of
a lost or destroyed certificate, a new certificate may be issued upon such terms
and indemnity to the Company as the board of directors may prescribe.

         Section 2.  Transfer of Shares.  Transfer of shares of capital stock of
the 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 Company.  Such transfer shall be made only on surrender for  cancellation of
the  certificate  for such  shares.  The person in whose name  shares of capital
stock stand on the books of the Company shall be deemed by the Company to be the
owner for all purposes.

                           ARTICLE VIII - Fiscal Year

         The  fiscal  year of the  Company  shall end on the last day of June of
each  year.  The   appointment  of  accountants   shall  be  subject  to  annual
ratification by the shareholders.

<PAGE>

                             ARTICLE IX - Dividends

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

                           ARTICLE X - Corporate Seal

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

                             ARTICLE XI - Amendments

         These bylaws may be amended in a manner  consistent with regulations of
the Office and shall be  effective  after:  (i)  approval of the  amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the  shareholders  of the Company at any legal  meeting;  and (ii)
receipt of any applicable  regulatory  approval.  When the 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 Company shall  indemnify  all officers,  directors and employees of
the  Company,  and their heirs,  executors  and  administrators,  to the fullest
extent  permitted  under  federal  law  against  all  expenses  and  liabilities
reasonable  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  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.

             ARTICLE XIII - Reliance upon Books, Reports and Records

         Each director,  each member of any committee designated by the board of
directors,  and each officer of the Company shall,  in the performance of his or
her  duties,  be fully  protected  in  relying  in good  faith upon the books of
account or other  records of the  Company and upon such  information,  opinions,
reports  or  statements  presented  to the  Company  by any of its  officers  or
employees,  or  committees  of the board of directors so  designated,  or by any
other person as to matters  which such director or committee  member  reasonably
believes are within such other person's  professional  or expert  competence and
who has been selected with reasonable care by or on behalf of the Company.