EXHIBIT 3.2


                                     BYLAWS

                                   AS AMENDED

                              MINDEN BANCORP, INC.

                             ARTICLE I - Home Office

      The home office of Minden Bancorp,  Inc. (the  "Company")  shall be in the
city of Minden in the parish of Webster in the State of Louisiana.

                           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
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  within  150  days  after  the end of the
Company's fiscal year on the second Tuesday in May, if not a legal holiday,  and
if a legal holiday, then on the next day following which is not a legal holiday,
at 1:00 p.m.,  Eastern  Time, or at such other date and time within such 150-day
period as the board of directors may determine.

      Section  3.  Special  Meetings.  Subject to the  limitations  set forth in
Section 8 of the Company's charter, 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,  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  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 in accordance with the most current edition of Robert's Rules of Order
unless otherwise  prescribed by regulations of the Office or these bylaws or the
board of directors adopts another written procedure for the conduct of meetings.
The board of directors shall designate, when present, either the chairman of the
board or president to preside at such meetings.

      Section 5. Notice of Meetings.  Written notice stating the place,  day and
hour of the meeting and the  purpose(s) for which the meeting is called shall be
delivered  not  fewer  than 20 nor  more  than 50 days  before  the  date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board,  the  president,  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

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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 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 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 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 any  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.  The shareholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders  to  constitute  less than a quorum.  If a quorum is  present,  the
affirmative  vote of the majority of the shares  represented  at the meeting and
entitled to vote on the  subject  matter  shall be the act of the  shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors,  however, are elected by a
plurality of the votes cast at an election of directors.


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      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  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 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  standing in the name of a receiver  may be voted by such  receiver,  and
shares held by or under the control of a receiver may be voted by such  receiver
without the transfer  into his or her name if authority to do so is contained in
an  appropriate  order of the  court or other  public  authority  by which  such
receiver was appointed.

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

      Neither  treasury  shares of its own stock held by the  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  shall not be  permitted to
cumulate votes in the election of directors.

      Section  13.  Inspectors  of  Election.  In  advance  of  any  meeting  of
shareholders,  the board of directors may appoint any person 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


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chairman of the board or the president  may, or on the request of not fewer than
10 percent of the votes  represented at the meeting shall, make such appointment
at the meeting.  If appointed at the meeting,  the majority of the votes present
shall determine whether one or three inspectors are to be appointed. In case any
person  appointed as  inspector  fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the board of directors in advance of the
meeting or at the meeting by the chairman of the board or the president.

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

      Section 14.  Nominating  Committee.  The board of directors shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver written  nominations to the secretary at least 20 days prior to the date
of the annual  meeting.  Upon delivery,  such  nominations  shall be posted in a
conspicuous  place in each office of the 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.  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 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. Proposals for any new business to be taken up at
any  annual  or  special  meeting  of  shareholders  may be made by the board of
directors of the Company or by any  shareholder of the Company  entitled to vote
generally  in the  election  of  directors.  In order for a  shareholder  of the
Company  to make any such  proposals,  he or she shall  give  notice  thereof in
writing, delivered or mailed by first class United States mail, postage prepaid,
to the  secretary  of the  Company  not less  than 30 days nor more than 60 days
prior to any such meeting; provided,  however, that if less than 30 days' notice
of the meeting is given to shareholders,  such written notice shall be delivered
or mailed,  as  prescribed,  to the  secretary of the Company not later than the
close of the tenth day  following  the day on which  notice of the  meeting  was
mailed to shareholders.

      Each such notice given by a  shareholder  to the  secretary of the Company
with respect to business  proposals to bring before a meeting shall set forth in
writing as to each matter: (i) a brief description of the business desired to be
brought before the meeting and the reasons for  conducting  such business at the
meeting; (ii) the name and address, as they appear on the subsidiary holding


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company's books, of the shareholder proposing such business; (iii) the class and
number of shares of the Company which are beneficially owned by the shareholder;
and  (iv)  any  material   interest  of  the   shareholder   in  such  business.
Notwithstanding anything in these Articles to the contrary, no business shall be
conducted at the meeting  except in accordance  with the procedures set forth in
this Section 15 of Article II.

      The chairman of the annual or special meeting of shareholders  may, if the
facts  warrant,  determine  and declare to such  meeting that a proposal was not
made in accordance with the foregoing procedure, and, if he should so determine,
he  shall  so  declare  to the  meeting  and the  defective  proposal  shall  be
disregarded and laid over for action at the next succeeding  adjourned,  special
or  annual  meeting  of the  shareholders  taking  place  thirty  days  or  more
thereafter.  This  provision  shall not require the holding of any  adjourned or
special  meeting of shareholders  for the purpose of considering  such defective
proposal.

      Section 16.  Informal  Action by  Shareholders.  Any action required to be
taken at a meeting of the  shareholders,  or any other action which may be taken
at a meeting  of  shareholders,  may be taken  without a meeting  if  consent in
writing,  setting  forth  the  action  so  taken,  shall  be given by all of the
shareholders entitled to vote with respect to the subject matter.

                        ARTICLE III - Board of Directors

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

      Section 2. Number and Term.  The board of directors  shall  consist of ten
(10) 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. Special  Meetings.  Special  meetings of the board of directors
may be called by or at the request of the chairman of the board,  the president,
or one-third of the directors.  The persons  authorized to call special meetings
of the board of directors may fix any place 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.


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Such participation shall constitute presence in person for all purposes.

      Section 5. 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 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 6. 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 5 of this Article III.

      Section 7.  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 8. 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 9.  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  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 10. 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  only  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 11. Compensation.  Directors, as such, may receive a stated salary
for their services. By resolution of the board of directors,  a reasonable fixed
sum,  and  reasonable  expenses  of  attendance,  if  any,  may be  allowed  for
attendance at each regular or special meeting of the


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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  12.  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 13.  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.  If less than the entire  board is to be  removed,  no one of the
directors  may be  removed  if the  votes  cast  against  the  removal  would be
sufficient to elect a director if then cumulatively  voted at an election of the
class of directors of which such director is a part. 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.

      Section  14.  Age  Limitation.  No person  72 above  years of age shall be
eligible for election, reelection, appointment, or reappointment to the board of
the Company.  No director  shall serve as such beyond the annual  meeting of the
Company  immediately  following the director  becoming 72 years of age. This age
limitation  does not apply to directors  serving on the board of Minden Building
and Loan Association as of January 1, 2000, or to advisory directors.

                   ARTICLE IV - Executive And Other Committees

      Section 1. Appointment. The board of directors, by resolution adopted by a
majority of the full board, may designate the chief executive officer and two or
more  of  the  other  directors  to  constitute  an  executive  committee.   The
designation  of any committee  pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors,  or any director,
of any responsibility imposed by law or regulation.

      Section 2. Authority. The executive committee, when the board of directors
is not in session, shall have and may exercise all of the authority of the board
of directors,  except to the extent if any, that such authority shall be limited
by the resolution  appointing the executive committee;  and except also that 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


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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.

      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 committee  composed of directors as they 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.


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                              ARTICLE V - Officers

      Section 1.  Positions.  The officers of the Company  shall be a president,
one or more vice presidents, a secretary,  and a treasurer or comptroller,  each
of whom shall be elected by the board of  directors.  The board of directors may
also  designate  the  chairman  of the board as an  officer.  The offices of the
secretary and treasurer or comptroller may be held by the same person and a vice
president may also be either the secretary or the treasurer or comptroller.  The
board of directors may designate one or more vice  presidents as executive  vice
president or senior vice  president.  The board of  directors  may also elect or
authorize the  appointment of such other officers as the business of the 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.


      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.

      Section  6. Age  Limitation.  No person 72 or above  years of age shall be
eligible for election, reelection, appointment or reappointment as an officer of
the Company.  No officer shall serve beyond,  the annual  meeting of the Company
immediately following the officer becoming 72 years of age. An exception to this
Section 6 shall be those  persons  serving on the board of  directors  of Minden
Building  and Loan  Association  as of January 1, 2000,  to whom this  Section 6
shall not be applicable.


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              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 may
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 canceled and
no new  certificate  shall be issued  until the  former  certificate  for a like
number of shares has been surrendered and canceled, except that in the case of a
lost or destroyed  certificate,  a new certificate may be issued upon such terms
and indemnity to the 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.


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                           ARTICLE VIII - Fiscal Year

      The fiscal  year of the  Company  shall end on the 31st day of December 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  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  contain
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.


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