**MAGYAR
      BANCORP, INC.**





**BYLAWS**








**ARTICLE
      I.  HOME OFFICE**





The
      Home Office of Magyar Bancorp, Inc.
      (the “Corporation”) shall be in New Brunswick, Middlesex County, New
      Jersey.








**ARTICLE
      II.  STOCKHOLDERS**





Section
      1.  An annual meeting
      of the stockholders for the election of Directors to succeed those whose terms
      expire and for the transaction of such other business as may properly come
      before the meeting, shall be held at such place, on such date, and at such
      time
      as the Board of Directors shall each year fix, which date shall be within
      thirteen (13) months subsequent to the later of the date of incorporation or
      the
      last annual meeting of stockholders.





Section
      2.  Special meetings
      of the stockholders may be called by or upon the direction of the Chairman
      of
      the Board, Chief Executive Officer, President or a majority of the authorized
      directorship of the Board of the Corporation.  Only such business
      shall be conducted at a special meeting of stockholders as shall have been
      brought before the meeting pursuant to the Corporation’s notice of
      meeting.





Section
      3.





A.           Written
      notice stating the place, day and hour of the meeting and the purpose or
      purposes for which the meeting is called shall be delivered not less than ten
      (10) nor more than sixty (60) days before the date of the meeting, either
      personally or by mail, by or at the direction of the Chairman of the Board,
      the
      President, the Secretary or the Directors calling the meeting, to each
      stockholder of record entitled to vote at such meeting, except as otherwise
      provided herein or required by law (meaning, here and hereafter, as required
      from time to time by the Delaware General Corporation Law or the Certificate
      of
      Incorporation of the Corporation). If mailed, such notice shall be deemed to
      be
      delivered when deposited in the United States Mail, addressed to the stockholder
      at his/her address as it appears on the stock transfer books or records of
      the
      Corporation as of the record date prescribed in Section 4 of this Article II,
      with postage thereon prepaid. When any stockholders' 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 thereat, other
      than an announcement at the meeting at which such adjournment is taken. Notice
      may be waived by the unanimous action of the stockholders.











B.           At
      any time upon the written request of any person or persons entitled to call
      a
      special meeting the Secretary of the Corporation shall notify stockholders
      of
      the call of the special meeting, to be held at such time and place as the notice
      shall specify, but in no event shall such notice specify a time more than sixty
      (60) days after the receipt of the request.





Section
      4.  For the purpose
      of determining stockholders entitled to notice of or to vote at any meeting
      of
      stockholders or any adjournment thereof, or stockholders entitled to receive
      payment of any dividend, or in order to make a determination of stockholders
      for
      any other proper purpose, the Board shall fix in advance a date as the record
      date for any such determination of stockholders. Such date in any case shall
      be
      not more than sixty (60) days and, in case of a meeting of stockholders, not
      less than ten (10) days prior to the date on which the particular action,
      requiring such determination of stockholders, is to be taken. When a
      determination of stockholders entitled to vote at any meeting of stockholders
      has been made as provided in this section, such determination shall apply to
      any
      adjournment thereof.





Section
      5.  The Officer or
      Agent having charge of the stock transfer books for shares of the Corporation
      shall make, at least ten (10) days before each meeting of the stockholders,
      a
      complete list of the stockholders entitled to vote at such meeting, or any
      adjournment thereof, arranged in alphabetical order, with the address of and
      the
      number of shares held by each, which list shall be kept on file at the Corporate
      Headquarters of the Corporation and shall be subject to inspection by any
      stockholder at any time during usual business hours, for a period of ten (10)
      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 the inspection of
      any
      stockholder during the whole time of the meeting. The original stock transfer
      book shall be prima facie evidence as to who are the stockholders entitled
      to
      examine such list or transfer books or to vote at any meeting of
      stockholders.





Section
      6.  A majority of the
      outstanding shares of the Corporation entitled to vote, subject to the
      limitations contained in the Certificate of Incorporation, represented in person
      or by proxy, shall constitute a quorum at a meeting of stockholders. If less
      than a majority of the outstanding shares are represented at a meeting, the
      chairman of the meeting or the holders of 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 is present or represented, any business
      may be transacted which might have been transacted at the meeting as originally
      notified. The stockholders present at a duly organized meeting may continue
      to
      transact business until adjournment, notwithstanding the withdrawal of enough
      stockholders to leave less than a quorum.  If a notice of any
      adjourned special meeting of stockholders is sent to all stockholders entitled
      to vote thereat, stating that it will be held with those present in person
      or by
      proxy constituting a quorum, then except as otherwise required by law, those
      present in person or by proxy at such adjourned meeting shall constitute a
      quorum, and all matters shall be determined by a majority of the votes cast
      at
      such meeting.





Section
      7.  At all meetings
      of stockholders, a stockholder may vote by proxy executed in writing by the
      stockholder or by his duly authorized attorney-in-fact. Proxies solicited on
      behalf of the management shall be voted as directed by the stockholder or,
      in
      the absence of such





2





direction,
      as determined by a majority of the Board. No proxy shall be valid after eleven
      (11) months from the date of its execution except for a proxy coupled with
      an
      interest.





Section
      8.  When ownership
      stands in the name of two or more persons, in the absence of written directions
      to the Corporation to the contrary, at any meeting of the stockholders any
      one
      or more of such stockholders 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
      9.  Shares standing
      in the name of another corporation may be voted by an officer, agent or proxy
      as
      the Bylaws of such corporation may prescribe, or, in the absence of such
      provision, as the Board of such corporation may determine. Shares held by an
      administrator, executor, guardian or conservator may be voted by him/her, either
      in person or by proxy, without a transfer of such shares into his/her name.
      Shares standing in the name of a person holding a power under a trust instrument
      may be voted by him/her, either in person or by proxy, but no such person shall
      be entitled to votes shares held by him/her without a transfer of such shares
      into his/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 thereof into his/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
      stockholder 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 Corporation, nor shares held by another corporation, if a
      majority of shares entitled to vote the election of directors of such other
      corporation are held by the Corporation, 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
      10.  In advance of
      any meeting of stockholders, the Board shall appoint any persons other than
      nominees for office as inspectors of election to act at such meeting or any
      adjournment thereof. The number of inspectors shall be either one or three.
      If
      the Board so appoints either one or three such inspectors, that appointment
      shall not be altered at the meeting. In case any person appointed as inspector
      fails to appear or refuses to act, the vacancy may be filled by appointment
      by
      the Board in advance of the meeting or at the meeting by the Chairman of the
      Board or the President.





Unless
      otherwise prescribed by
      applicable law or regulation, the duties of such inspectors shall include:
      determining the number of shares of stock and the voting power of each share,
      the shares of stock represented at the meeting, the existence of a quorum,
      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 right to vote; counting and tabulating
      all





3





votes
      or
      consents; determining the result; and such acts as may be proper to conduct
      the
      election or vote with fairness to all stockholders.





All
      elections of Directors shall be
      determined by a plurality of the votes cast, and except as otherwise required
      by
      law, all other matters shall be determined by a majority of the votes cast
      affirmatively or negatively.





Section
      11.  Any action
      required to be taken or that may be taken at any annual or special meeting
      of
      stockholders of the Corporation may be taken without a meeting, if all
      stockholders consent thereto in writing.





Section
      12.





A.           The
      chairman of any meeting of stockholders shall determine the order of business
      and the procedure at the meeting, including such regulation of the manner of
      voting and the conduct of discussion as seem to him or her in order. The date
      and time of the opening and closing of the polls for each matter upon which
      the
      stockholders will vote at the meeting shall be announced at the
      meeting.





B.           Nominations
      of persons for election to the Board of Directors and the proposal of business
      to be transacted by the stockholders may be made at an annual meeting of
      stockholders (a) pursuant to the Corporation’s notice with respect to such
      meeting, (b) by or at the direction of the Board of Directors or (c) by any
      stockholder of record of the Corporation who was a stockholder of record at
      the
      time of the giving of the notice provided for in the following paragraph, who
      is
      entitled to vote at the meeting and who has complied with the notice procedures
      set forth in this section.





C.           For
      nominations or other business to be properly brought before an annual meeting
      by
      a stockholder pursuant to clause (c) of the foregoing paragraph, (1) the
      stockholder must have given timely notice thereof in writing to the Secretary
      of
      the Corporation, (2) such business must be a proper matter for stockholder
      action under the Delaware General Corporation Law, (3) if the stockholder,
      or
      the beneficial owner on whose behalf any such proposal or nomination is made,
      has provided the Corporation with a Solicitation Notice, as that term is defined
      in subclause (c)(iii) of this paragraph, such stockholder or beneficial owner
      must, in the case of a proposal, have delivered a proxy statement and form
      of
      proxy to holders of at least the percentage of the Corporation’s voting shares
      required under applicable law to carry any such proposal, or, in the case of
      a
      nomination or nominations, have delivered a proxy statement and form of proxy
      to
      holders of a percentage of the Corporation’s voting shares reasonably believed
      by such stockholder or beneficial holder to be sufficient to elect the nominee
      or nominees proposed to be nominated by such stockholder, and must, in either
      case, have included in such materials the Solicitation Notice and (4) if no
      Solicitation Notice relating thereto has been timely provided pursuant to this
      section, the stockholder or beneficial owner proposing such business or
      nomination must not have solicited a number of proxies sufficient to have
      required the delivery of such a Solicitation Notice under this
      section.  To be timely, a stockholder’s notice shall be delivered to
      the Secretary at the principal executive offices of the Corporation not less
      than 90 days prior to the date of the Corporation’s proxy materials for the
      preceding year’s annual





4





meeting
      of stockholders (“Proxy Statement Date”); provided, however, that if the date of
      the annual meeting is advanced more than 30 days prior to or delayed by more
      than 30 days after the anniversary of the preceding year’s annual meeting,
      notice by the stockholder to be timely must be so delivered not later than
      the
      close of business on the 10th day following
      the
      day on which public announcement of the date of such meeting is first
      made.  Such stockholder’s notice shall set forth (a) as to each person
      whom the stockholder proposes to nominate for election or reelection as a
      director all information relating to such person as would be required to be
      disclosed in solicitations of proxies for the elections of such nominees as
      directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”), and such person’s written consent to serve as a
      director if elected; (b) as to any other business that the stockholder proposes
      to bring before the meeting, a brief description of such business, the reasons
      for conducting such business at the meeting and any material interest in such
      business of such stockholder and the beneficial owner, if any, on whose behalf
      the proposal is made; (c) as to the stockholder giving the notice and the
      beneficial owner, if any, on whose behalf the nomination or proposal is made
      (i)
      the name and address of such stockholder, as they appear on the Corporation’s
      books, and of such beneficial owner, (ii) the class and number of shares of
      the
      Corporation that are owned beneficially and of record by such stockholder and
      such beneficial owner and (iii) whether either such stockholder or beneficial
      owner intends to deliver a proxy statement and form of proxy to holders of,
      in
      the case of a proposal, at least the percentage of the Corporation’s voting
      shares required under applicable law to carry the proposal or, in the case
      of a
      nomination or nominations, a sufficient number of holders of the Corporation’s
      voting shares to elect such nominee or nominees (an affirmative statement of
      such intent, a “Solicitation Notice”).





D.           Notwithstanding
      anything in the second sentence of the third paragraph of this Section 12 to
      the
      contrary, in the event that the number of directors to be elected to the Board
      of Directors is increased and there is no public announcement naming all of
      the
      nominees for director or specifying the size of the increased Board of Directors
      made by the Corporation at least 85 days prior to the Proxy Statement Date,
      a
      stockholder’s notice required by this Bylaw shall also be considered timely, but
      only with respect to nominees for any new positions created by such increase,
      if
      it shall be delivered to the Secretary at the principal executive offices of
      the
      Corporation not later than the close of business on the 10th day following
      the
      day on which such public announcement is first made by the
      Corporation.





E.           Only
      persons nominated in accordance with the procedures set forth in this Section
      12
      shall be eligible to serve as directors and only such business shall be
      conducted at an annual meeting of stockholders as shall have been brought before
      the meeting in accordance with the procedures set forth in this
      section.  The chairman of the meeting shall have the power and the
      duty to determine whether a nomination or any business proposed to be brought
      before the meeting has been made in accordance with the procedures set forth
      in
      these Bylaws and, if any proposed nomination or business is not in compliance
      with these Bylaws, to declare that such defectively proposed business or
      nomination shall not be presented for stockholder action at the meeting and
      shall be disregarded.





F.           For
      purposes of these Bylaws, “public announcement” shall mean disclosure in a press
      release reported by the Dow Jones New Service, Associated Press or a comparable
      national





5





news
      service or in a document publicly filed by the Corporation with the Securities
      and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
      Act.





G.           Notwithstanding
      the foregoing provisions of this Section 12, a stockholder shall also comply
      with all applicable requirements of the Exchange Act and the rules and
      regulations thereunder with respect to matters set forth in this Section
      12.  Nothing in this Section 12 shall be deemed to affect any rights
      of stockholders to request inclusion of proposals in the Corporation’s proxy
      statement pursuant to Rule 14a-8 under the Exchange Act.





**ARTICLE
      III.  BOARD OF DIRECTORS**





Section
      1.  The business and
      affairs of the Corporation shall be under the direction of its Board. The Board
      shall consist of not less than five and not more than fifteen directors as
      the
      Board may fix by resolution. The Board shall annually elect a Chairman of the
      Board from among its members who shall, when present, preside at its
      meetings.





The
      Directors, other than those who may
      be elected by the holders of any class or series of Preferred Stock, shall
      be
      divided, with respect to the time for which they severally hold office, into
      three classes, with the term of office of the first class to expire at the
      first
      annual meeting of stockholders, the term of office of the second class to expire
      at the annual meeting of stockholders one year thereafter and the term of office
      of the third class to expire at the annual meeting of stockholders two years
      thereafter, with each Director to hold office until his or her successor shall
      have been duly elected and qualified.  At each annual meeting of
      stockholders, commencing with the first annual meeting, Directors elected to
      succeed those Directors whose terms then expire shall be elected for a term
      of
      office to expire at the third succeeding annual meeting of stockholders after
      their election, with each Director to hold office until his or her successor
      shall have been duly elected and qualified.





Section
      2.  Subject to the
      rights of the holders of any class or series of preferred stock, and unless
      the
      Board otherwise determines, newly created Directorships resulting from any
      increase in the authorized number of Directors or any vacancies in the Board
      resulting from death, resignation, retirement, disqualification, removal from
      office or other cause may be filled only by a majority vote of the Directors
      then in office, though less than a quorum, and Directors so chosen shall hold
      office for a term expiring at the annual meeting of stockholders at which the
      term of office of the class to which they have been elected expires and until
      such Director's successor shall have been duly elected and qualified. No
      decrease in the number of authorized Directors constituting the Board shall
      shorten the term of any incumbent Director.





Section
      3.  Regular meetings
      of the Board of Directors shall be held at such place or places, on such date
      or
      dates, and at such time or times as shall have been established by the Board
      and
      publicized among all Directors. A notice of each regular meeting shall not
      be
      required.





6





Section
      4.  Special meetings
      of the Board of Directors may be called at any time by the Chairman, President
      or any Executive Vice President and shall be called by the Secretary upon the
      written request of not less than a majority of the authorized directorship
      of
      the Board. Any such written request shall cite the purpose of such special
      meeting.





Section
      5.  Whenever the Secretary shall call a special meeting of the Board
      upon the request of Directors as herein provided, he/she shall call the meeting
      to be held in not less than 5 days or not more than 10 days after he/she has
      been requested to call said meeting. The Secretary shall notify each member
      of
      the Board of any special meeting of the Board in person, by telephone, overnight
      courier, facsimile transmission, other electronic means or mail, at least two
      days prior to such meeting. Such notice shall state the object for which such
      special meeting is to be held and the time and place of such meeting. Such
      notice may be waived by all Directors.





Section
      6.  A majority of the members of the Board shall constitute a quorum
      for the transaction of business at any meeting.





Section
      7.  Any action required or permitted to be taken pursuant to
      authorization voted at a meeting of the Board or any committee thereof, may
      be
      taken without a meeting if, prior or subsequent to that action, all members
      of
      the Board or of the committee, as the case may be, consent thereto in writing
      and those written consents are filed with the minutes of the proceedings of
      the
      Board or committee. The consent shall have the same effect as a unanimous vote
      of the Board or committee for all purposes, and may be stated as a unanimous
      vote of the Board or committee in any certificate or other document filed with
      the Commissioner.





Section
      8.  Any or all Directors may participate in a meeting of the Board or
      a committee of the Board by means of a conference telephone or any means of
      communication by which all persons participating in the meeting are able to
      hear
      each other, unless otherwise provided in the certificate of incorporation or
      the
      By-laws. Any Director so participating in such a meeting shall be deemed to
      be
      present at such meeting.





Section
      9.  A Director of the
      Corporation who is present at a meeting of the Board at which action on any
      Corporation matter is taken shall be presumed to have assented to the action
      taken unless his dissent is sent by facsimile transmission, overnight courier,
      personal service, other electronic means or by registered mail to the Secretary
      of the Corporation within five days after the date he receives a copy of the
      Minutes of the meeting. Such right to dissent shall not apply to a Director
      who
      voted in favor of such action.





Section
      10.  The Board of
      Directors may, except as otherwise required by law, exercise all such powers
      and
      do all such acts and things as may be exercised or done by the Corporation,
      including, without limiting the generality of the foregoing, the unqualified
      power:





(1)           To
      declare dividends from time to time in accordance with law;





(2)           To
      purchase or otherwise acquire any property, rights or privileges on such terms
      as it shall determine;





7








(3)           To
      authorize the creation, making and issuance, in such form as it may determine,
      of written obligations of every kind, negotiable or non-negotiable, secured
      or
      unsecured, and to do all things necessary in connection therewith;





(4)           To
      remove any Officer of the Corporation with or without cause, and from time
      to
      time to devolve the powers and duties of any Officer upon any other person
      for
      the time being;





(5)           To
      confer upon any Officer of the Corporation the power to appoint, remove and
      suspend subordinate Officers, employees and agents;





(6)           To
      adopt from time to time such stock, option, stock purchase, bonus or other
      compensation plans for Directors, Officers, employees and agents of the
      Corporation and its subsidiaries as it may determine;





(7)           To
      adopt from time to time such insurance, retirement, and other benefit plans
      for
      Directors, Officers, employees and agents of the Corporation and its
      subsidiaries as it may determine; and





(8)           To
      adopt from time to time regulations, not inconsistent with these Bylaws, for
      the
      management of the Corporation's business and affairs.





Section
      11.  Directors, as
      such, may receive, pursuant to resolution of the Board, fixed fees and other
      compensation for their services as Directors, including, without limitation,
      their services as members of committees of the Board.





Section
      12.  A Director shall
      retire from the Board at the Annual Meeting of the Board immediately following
      the year in which the Director attains age seventy-five (75).





**ARTICLE
      IV.  COMMITTEES**





Section
      1.  When the Board consists of nine Directors or more, an Executive
      Committee of at least five may, from time to time, be appointed by the Board
      from its members, which Committee, subject to the provisions of these by-laws,
      shall exercise the powers of the Board in the management of the business and
      affairs of the Corporation during the interval between meetings of the Board.
      A
      majority of the members of the Executive Committee shall constitute a quorum
      for
      the transaction of business at any of its meetings. The Board may appoint one
      or
      more directors as alternate members of the Executive Committee to act in the
      absence or disability of members of the Committee, and while so acting such
      alternate members shall have all the powers of members of the
      Committee.





Section
      2.  The power of the Executive Committee shall be limited by any
      restrictions in the resolution appointing the Executive Committee and it shall
      have:





(i)
            no
                authority to amend the charter or certificate of
                incorporation.





8





(ii)
            no
                authority to recommend to the stockholders a plan of merger or
                consolidation or conversion.


(iii)
            no
                power to sell, lease or otherwise dispose of all or substantially
                all of
                the property and assets of the Corporation otherwise than in the
                usual and
                regular course of business.


(iv)
            no
                authority to approve any transaction in which any member of the Executive
                Committee directly or indirectly has any material beneficial
                interest.


(v)
            no
                authority to exercise any powers of the Executive Committee while
                a quorum
                of the Board is actually convened for the conduct of
                business.


(vi)
            no
                authority to declare a dividend or approve any other distribution
                to
                stockholders.


(vii)
            no
                authority to make, alter, or repeal the by-laws of the
                Corporation.


(viii)
            no
                authority to elect or appoint any officer or
                director.


(ix)
            no
                authority to revoke any of the
                foregoing.


(x)
            no
                authority to exercise any other power which the laws of the State
                of
                Delaware specifically provide shall be exercised by at least a majority
                of
                all Directors.





Section
      3.  The Board shall
      appoint a Nominating Committee of the Board, consisting of not less than three
      (3) members, one of which shall be the Chairman of the Board. The Nominating
      Committee shall have authority (a) to review any nominations for election to
      the
      Board made by a stockholder of the Corporation pursuant to Section 12C(ii)
      of
      Article II of these Bylaws in order to determine compliance with such Bylaw
      provision and (b) to recommend to the Whole Board nominees for election to
      the
      Board to replace those Directors whose terms expire at the annual meeting of
      stockholders next ensuing.





Section
      4.  The Board may, from time to time, appoint such other committees of
      the Board as are permitted by the laws of the State of Delaware. No such other
      committees shall be empowered to do any act for the Corporation without the
      approval of such act by the Board.





**ARTICLE
      V.  OFFICERS**





Section
      1.  At each annual
      meeting of the Board, the Board shall elect one of its members to preside at
      its
      meetings as Chairman of the Board. It shall elect a President, one or more
      Vice
      Presidents, a Treasurer and a Secretary all of whom shall hold office for one
      year and until their successors shall be elected and qualified. If the Board
      elects more than one Senior Vice President, it shall designate the order of
      seniority of the Senior Vice Presidents. Where permitted by law, more than
      one
      office may be held by the same person. The Board may appoint such other officers
      as they deem necessary for the proper conduct of the business of the
      Corporation. The Board may also appoint or employ or authorize the appointment
      or employment of assistant officers or assistants to officers subject to the
      confirmation of the Board; provided, however, that assistants to officers shall
      not be considered as officers but as employees. The President shall have the
      authority to appoint any other employees or agents. Upon the termination of
      service of any officer, director, employee or agent, all monies, records,
      securities or property in his possession and belonging to the Corporation shall
      be surrendered forthwith and delivered to his successor or to the
      Board.





9





Section
      2.  The Chairman of
      the Board shall preside at meetings of the stockholders, the Board and at all
      meetings of the Executive Committee. He/she shall be a voting ex-officio member
      of all committees, in which no conflict exists, and he/she shall perform such
      duties as usually appertain to the office of the Chairman, or as the Board
      or
      the Executive Committee shall order and as by law provided. In the absence
      of
      the Chairman of the Board, the President shall preside at stockholder, Board
      and
      Executive Committee meetings.





Section
      3.  The President shall preside at all meetings of the Corporation, all
      meetings of the Board, and all meetings of the Executive Committee, except
      the
      Chairman of the Board shall preside at stockholder, Board and Executive
      Committee meetings. He/she shall be the Chief Executive Officer of the
      Corporation, ex-officio voting member of all committees, in which no conflict
      exists, and shall be directly responsible for engaging or dismissing any and
      all
      employees of the Corporation, except such as are engaged by action of the Board.
      He/she shall have full authority to direct the operation and conduct of the
      Corporation under the direction of the Board and Executive Committee. He/she
      shall perform such other duties as usually appertain to the office of President,
      or as the Board, Executive Committee or the Chairman shall order and as by
      law
      provided.





Section
      4.  The Executive Vice President or Executive Vice Presidents shall
      assist the President in the performance of his/her duties.





Section
      5.  The Vice President or Vice Presidents shall perform such other
      duties as may, from time to time, be assigned by the Board or the
      President.





Section
      6.  The Treasurer shall perform such duties as generally pertain to
      that office and such other duties as shall, from time to time, be assigned
      by
      the Board, the Executive Committee, the Chairman or the President. In the
      absence of the Treasurer, his/her duties may be performed by any Assistant
      Treasurer, elected by the Board.





Section
      7.  The Secretary shall be the custodian of the seal of the
      Corporation. He/she shall give notice of all meetings of the Corporation and
      of
      the Board, to the Directors as herein and by law provided. He/she shall keep
      a
      record of the proceedings of the meetings of the Corporation and of the Board,
      unless a Secretary to the Board shall have been appointed, in which case such
      Secretary to the Board shall keep a record of the proceedings of the meetings
      of
      the Board. He/she shall perform such duties as may, from time to time, be
      assigned to him/her by the Board, the Executive Committee, the Chairman or
      the
      President. In the absence of the Secretary, his/her duties may be performed
      by
      any Assistant Secretary appointed by the Board.





Section
      8.  All other officers shall have such authority and perform such
      duties as may be assigned to them by the Board, the Executive Committee, the
      Chairman or the President.





Section
      9.  In the absence or disability of the Chief Executive Officer, the
      duties and responsibilities of his/her office shall be performed by the
      available officers in the following order:





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(i)
            Any
                Executive Vice President of the Corporation in the order as may be
                designated by the Board;


(ii)
            Any
                Senior Vice President of the Corporation in the order as may be designated
                by the Board.





Section
      10.  The Board shall annually appoint an attorney or attorneys or firm
      of attorneys-at-law of this State to act as counsel. He/she or they shall attend
      such meetings of the Board as the Board may request and perform such other
      or
      additional services as may be required of him/her or them.





Section
      11.  Each officer in addition to such powers and duties as may be
      provided herein, and as may be delegated to him by the Board, shall have such
      powers and duties as usually pertain to his office. All checks, notes and drafts
      shall be executed in a manner and form determined by resolution of the
      Board.





Section
      12.  The Board shall have full power and authority to fix the
      compensation of all officers, the directors, the attorney or employees or any
      other person whom the Board deems proper to retain and employ in connection
      with
      the administration of the business and the property of the Corporation. The
      Board may, from time to time, delegate to the President, the power and authority
      to fix the compensation paid to all assistant officers or
      employees.





Section
      13.  The Board may
      provide for such retirement or disability benefits for any of its officers
      or
      employees, as is permitted by applicable law.





Section
      14.  Employees chosen
      or appointed by the Board shall be removable by a majority vote of the Board.
      Officers chosen or appointed by the Board shall be removable by a two-thirds
      vote of the Board. Any termination of employment of an officer by the Board
      will
      not affect any contractual rights such officer may have under any employment
      agreement with the Corporation.





**ARTICLE
      VI.  INVESTMENTS**





The
      funds of the Corporation shall be
      invested in such a manner as now or hereinafter may be authorized by the laws
      of
      the State of Delaware.





**ARTICLE
      VII.  POWERS**





This
      Corporation shall have all powers
      now or hereafter conferred by the laws of the State of Delaware, both express
      and implied, and such other powers as are incidental thereto, and incidental
      or
      necessary to the operation of its business and the attainment of its
      purpose.





**ARTICLE
      VIII.  EMERGENCY POWERS**





Section
      1.****In the
      event that there shall occur and be declared by appropriate governmental
      authority a state of disaster which shall be of such severity as to prevent
      the
      conduct and management of the affairs and business of the Corporation by its
      Directors and





11





officers
      as otherwise provided in these Bylaws, the officers and employees of this
      Corporation shall continue the affairs of the Corporation under such guidance
      from the Board as may be available except as to matters which shall at that
      time
      require specific approval of the Board and subject to confirmation with any
      applicable supervisory directives during this emergency.





Section
      2.  In the event that
      such emergency as set forth in Section 1 above is of sufficient severity as
      to
      prevent the conduct and management of the affairs of this Corporation by the
      full Board, then such members of the Board as are available shall constitute
      the
      governing authority of the Corporation until such time as normal conditions
      are
      restored. Also, should the Executive Committee, if any, be unable to function,
      then the available members of the Board shall, from their number, reconstitute
      an Executive Committee.





Section
      3.****In the
      event of such emergency as set forth in Section 1 above and if the Chief
      Executive Officer of the Corporation is not available to perform his duties
      as
      Chief Executive Officer of the Corporation, then the authority and duties of
      the
      Chief Executive Officer shall, without action of the Board, be automatically
      assumed by one of the following persons who may then be available, and such
      person shall have the right to preempt the duties and responsibilities of the
      Chief Executive Officer in the following order:





(i)
            Any
                Executive Vice President of the Corporation in the order as may be
                designated by the Board


(ii)
            Any
                Senior Vice President of the Corporation in the order as may be designated
                by the Board


(iii)
            Treasurer
                of the Corporation


(iv)
            Secretary
                of the Corporation





Section
      4.****Any
      one of the above persons who, in accordance with this rule, assumes the
      authority and duties of the Chief Executive Officer, shall continue to serve
      until normal conditions are restored, or until the available members of the
      Board shall determine that he/she is unable to perform such duties, or until
      the
      Chief Executive Officer of the Corporation or a higher ranking officer of the
      Corporation shall become available to perform the duties of the Chief Executive
      Officer of the Corporation.





Section
      5.****Any
      person, firm or corporation dealing with the Corporation may accept a
      certification by any two officers and/or Directors that a specified individual
      is acting as Chief Executive Officer or such other officer in accordance with
      this Article. Any person, firm or corporation accepting such certification
      may
      continue to consider it in full force and effect until notified to the contrary
      by instrument in writing signed by any two officers and/or Directors of the
      Corporation.








**ARTICLE
      IX.  INDEMNIFICATION**





As
      set forth in the Certificate of
      Incorporation and subject to the conditions contained therein, the Directors,
      Officers, employees and agents of this Corporation, present or former, shall
      be
      entitled to indemnification to the fullest extent permitted by law, now or
      hereinafter enacted with respect to expenses and liabilities incurred in
      connection with any proceedings





12





involving
      such Director, officer, employee or agent by reason of his/her activities in
      connection with the Corporation.








**ARTICLE
      X.  IMMUNITY**





As
      set forth in the Certificate of
      Incorporation and subject to the conditions contained therein, no officer or
      Director of this Corporation shall be personally liable to this Corporation
      for
      breach of any duty owed to the Corporation or the depositors of its savings
      bank
      subsidiary.








**ARTICLE
      XI.  STOCK**





Section
      1.  Each stockholder
      shall be entitled to a certificate signed by, or in the name of the Corporation
      by, the Chairman of the Board or the President, and by the Secretary or any
      Assistant Secretary, or any Treasurer or Assistant Treasurer, certifying the
      number of shares owned by him or her. Any or all of the signatures on the
      certificate may be by facsimile. The Board of Directors may provide by
      resolution or resolutions that some or all of any or all classes or series
      of
      its stock shall be uncertificated shares.  Any such resolution shall
      not apply to shares represented by a certificate until such certificate is
      surrendered to the Corporation.





Section
      2.  Transfers of
      stock shall be made only upon the transfer books of the Corporation kept at
      an
      office of the Corporation or by transfer agents designated to transfer shares
      of
      the stock of the Corporation. Except where a certificate is issued in accordance
      with Section 4 of this Article XI of these Bylaws, an outstanding certificate
      for the number of shares involved shall be surrendered for cancellation before
      a
      new certificate is issued therefor.





Section
      3.  In order that the
      Corporation may determine the stockholders entitled to notice of or to vote
      at
      any meeting of stockholders, or to receive payment of any dividend or other
      distribution or allotment of any rights or to exercise any rights in respect
      of
      any change, conversion or exchange of stock or for the purpose of any other
      lawful action, the Board may fix a record date, which record date shall not
      precede the date on which the resolution fixing the record date is adopted
      and
      which record date shall not be more than sixty (60) nor less than ten (10)
      days
      before the date of any meeting of stockholders, nor more than sixty (60) days
      prior to the time for such other action as hereinbefore described; provided,
      however, that if no record date is fixed by the Board, the record date for
      determining stockholders entitled to notice of or to vote at a meeting of
      stockholders shall be at the close of business on the day next preceding the
      day
      on which notice is given or, if notice is waived, at the close of business
      on
      the day next preceding the day on which the meeting is held, and, for
      determining stockholders entitled to receive payment of any dividend or other
      distribution or allotment of rights or to exercise any rights of change,
      conversion or exchange of stock or for any other purpose, the record date shall
      be at the close of business on the day on which the Board adopts a resolution
      relating thereto.




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A
      determination of stockholders of
      record entitled to notice of or to vote at a meeting of stockholders shall
      apply
      to any adjournment of the meeting; provided, however, that the Board may fix
      a
      new record date for the adjourned meeting.




Section
      4.  In the event of
      the loss, theft or destruction of any certificate of stock, another may be
      issued in its place pursuant to such regulations as the Board may establish
      concerning proof of such loss, theft or destruction and concerning the giving
      of
      a satisfactory bond or bonds of indemnity.





Section
      5.  The issue,
      transfer, conversion and registration of certificates of stock shall be governed
      by such other regulations as the Board may establish.





**ARTICLE
      XII.  MISCELLANEOUS**





Section
      1.  In addition to
      the provisions for use of facsimile signatures elsewhere specifically authorized
      in these Bylaws, facsimile signatures of any Officer or Officers of the
      Corporation may be used whenever and as authorized by the Board or a committee
      thereof.





Section
      2.  The Board shall
      have the power to adopt or alter the Seal of the Corporation.





Section
      3.  Each Director,
      each member of any committee designated by the Board, and each Officer of the
      Corporation 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
      Corporation and upon such information, opinions, reports or statements presented
      to the Corporation by any of its Officers or employees, or committees of the
      Board 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 Corporation.





Section
      4.  In applying any
      provision of these Bylaws which requires that an act be done or not be done
      a
      specified number of days prior to an event or that an act be done during a
      period of a specified number of days prior to an event, calendar days shall
      be
      used, the day of the doing of the act shall be excluded, and the day of the
      event shall be included.





**ARTICLE
      XIII.  AMENDMENT**





Any
      amendment or revision of these
      Bylaws must be presented in writing at a regular or special meeting of the
      Board
      of this Corporation provided notice of the intention to amend or revise these
      Bylaws is given in writing to each member of the Board at least five (5) days
      prior to the date set for the meeting at which the revision or amendment is
      to
      be acted upon.





To
      amend or revise these Bylaws, the
      vote of at least a majority of the authorized directorship of the Board is
      required or a vote of the stockholders as is provided in the Certificate of
      Incorporation.





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