Exhibit 3.2

                            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.

      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

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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 contained in an appropriate order of the court or
other public authority by which such receiver was appointed.

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      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.

      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

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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 twelve
(12) 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 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.

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      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.

      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

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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.

      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.

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      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."

      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,

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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.

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.

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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.