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                                    BYLAWS OF
                            EQUITABLE FINANCIAL CORP.

                             ARTICLE I. HOME OFFICE

         The home office of Equitable Financial Corp. (the "Subsidiary Holding
Company") is 113 N. Locust St., Grand Island, in the County of Hall, in the
State of Nebraska.

                            ARTICLE II. SHAREHOLDERS

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

         Section 2. Annual Meeting. A meeting of the shareholders of the
         -------------------------
Subsidiary Holding Company for the election of directors and for the transaction
of any other business of the Subsidiary Holding Company shall be held annually
within 150 days after the end of the Subsidiary Holding Company's fiscal year on
such date as the board of directors may determine.

         Section 3. Special Meetings. Special meetings of the shareholders for
         ---------------------------
any purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("OTS") or the Federal Stock Charter of the
Subsidiary Holding Company, may be called at any time by the chairman of the
board, the president or a majority of the board of directors, and shall be
called by the chairman of the board, the president or the secretary upon the
written request of the holders of not less than one-tenth of all of the
outstanding capital stock of the Subsidiary Holding Company entitled to vote at
the meeting. Such written request shall state the purpose or purposes of the
meeting and shall be delivered to the home office of the Subsidiary Holding
Company addressed to the chairman of the board, the president or the secretary.

         Section 4. Conduct of Meetings. Annual and special meetings shall be
         ------------------------------
conducted by the person designated by the board of directors to preside at such
meetings in accordance with the written procedures agreed to by the board of
directors. The board of directors shall designate, when present, either the
chairman of the board or such other person as designated by the board of
directors to preside at such meetings.

         Section 5. Notice of Meetings. Written notice stating the place, day
         -----------------------------
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, the secretary or the directors calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the mail, addressed to
the shareholder at the address as it appears on the stock transfer books or
records of the Subsidiary Holding Company as of the record date prescribed in
Section 6 of this Article II, with postage prepaid. When any 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.

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         Section 6. Fixing of Record Date. For the purpose of determining
         --------------------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.

         Section 7. Voting Lists. At least 20 days before each meeting of the
         -----------------------
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Subsidiary Holding Company shall make a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address and the number of shares held
by each. This list of shareholders shall be kept on file at the home office of
the Subsidiary Holding Company and shall be subject to inspection by any
shareholder of record or the shareholder's agent at any time during usual
business hours, for a period of 20 days prior to such meeting. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder of record or the shareholder's agent
during the entire time of the meeting. The original stock transfer book shall
constitute PRIMA FACIE evidence of the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.

         In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures prescribed in ss.552.6(d) of the OTS's
Regulations as now or hereafter in effect.

         Section 8. Quorum. A majority of the outstanding shares of the
         -----------------
Subsidiary Holding Company entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less than a majority
of the outstanding shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to constitute less than a quorum. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter of the Subsidiary Holding Company.
Directors, however, are elected by a plurality of the votes cast at an election
of directors.


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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 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
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ownership stands in the name of two or more persons, in the absence of written
directions to the Subsidiary Holding Company to the contrary, at any meeting of
the shareholders of the Subsidiary Holding Company any one or more of such
shareholders may cast, in person or by proxy, all votes to which such ownership
is entitled. In the event an attempt is made to cast conflicting votes, in
person or by proxy, by the several persons in whose names shares of stock stand,
the vote or votes to which those persons are entitled shall be cast as directed
by a majority of those holding such and present in person or by proxy at such
meeting, but no votes shall be cast for such stock if a majority cannot agree.

         Section 11. Voting of Shares by Certain Holders. Shares standing in the
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name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares held in trust in an IRA or Keogh Account, however, may be voted by the
Subsidiary Holding Company if no other instructions are received. Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his or her name if authority to do so is contained in
an appropriate order of the court or other public authority by which such
receiver was appointed.

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

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

         Section 12. Inspectors of Election. In advance of any meeting of
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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 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



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appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the board of
directors in advance of the meeting, or at the meeting by the chairman of the
board or the president.

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

         Section 13. Nominating Committee. Except in the case of a nominee
         --------------------------------
substituted as a result of the death or other incapacity of a management
nominee, the nominating committee shall deliver written nominations to the
secretary at least 20 days prior to the date of the annual meeting. Upon
delivery, such nominations shall be posted in a conspicuous place in each office
of the Subsidiary Holding Company. No nominations for directors except those
made by the nominating committee shall be voted upon at the annual meeting
unless other nominations by shareholders are made in writing and delivered to
the secretary of the Subsidiary Holding Company at least 30 days prior to the
date of the annual meeting; PROVIDED, HOWEVER, that in the event that less than
40 days notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder must be received not later than
the close of business on the 10th day following the day on which notice of the
date of the annual meeting was mailed or such public disclosure was made. Upon
delivery, such nominations shall be posted in a conspicuous place in each office
of the Subsidiary Holding Company. Ballots bearing the names of all persons
nominated by the nominating committee and by shareholders shall be provided for
use at the annual meeting. However, if the nominating committee shall fail or
refuse to act at least 20 days prior to the annual meeting, nominations for
directors may be made at the annual meeting by any shareholder entitled to vote
and shall be voted upon.

         Section 14. New Business. Any new business to be taken up at the annual
         ------------------------
meeting shall be stated in writing and filed with the secretary at least 30 days
before the date of the annual meeting; PROVIDED, HOWEVER, that in the event that
less than 40 days notice or prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the shareholder must be received not
later than the close of business on the 10th day following the day on which
notice of the date of the annual meeting was mailed or such public disclosure
was made, and all other business so stated, proposed and filed shall be
considered at the annual meeting so long as such business relates to a proper
subject matter for shareholder action; but no other proposal shall be acted upon
at the annual meeting. Any shareholder may make any other proposal at the annual
meeting and the same may be discussed and considered, but unless stated in
writing and filed with the secretary at least 30 days before the meeting, such
proposal shall be laid over for action at an adjourned, special or annual
meeting of the shareholders taking place 30 days or more thereafter. A
shareholder's notice to the secretary shall set forth as to each matter the
shareholder proposed to bring before the annual meeting (a) a brief description
of the proposal desired to be brought before the annual meeting and (b) the name
and address of such shareholder and the class and number of shares of the


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Subsidiary Holding Company which are owned of record or beneficially by such
shareholder. This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees; but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.

         Section 15. Informal Action by Shareholders. Any action required to be
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taken at a meeting of shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

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

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

         Section 3. Regular Meetings. A regular meeting of the board of
         ---------------------------
directors shall be held without other notice than this bylaw following the
annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place, for the holding of additional regular meetings
without other notice than such resolution. Directors may participate in a
meeting by means of a conference telephone or similar communications device
through which all persons participating can hear each other at the same time.
Participation by such means shall constitute presence in person for all
purposes.

         Section 4. Qualification. Each director shall at all times be the
         ------------------------
beneficial owner of not less than 100 shares of capital stock of the Subsidiary
Holding Company unless the Subsidiary Holding Company is a wholly owned
subsidiary of a holding company.

         Section 5. Special Meetings. Special meetings of the board of directors
         ---------------------------
may be called by or at the request of the chairman of the board or by one-third
of the directors. The persons authorized to call special meetings of the board
of directors may fix any place as the place for holding any special meeting of
the board of directors called by such persons.

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


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         Section 6. Notice. Written notice of any special meeting shall be given
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to each director at least 24 hours prior thereto when delivered personally or by
telegram, or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed, when delivered to the telegraph company if sent by telegram
or when the Subsidiary Holding Company receives notice of delivery if
electronically transmitted. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

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

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

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

         Section 10. Resignation. Any director may resign at any time by sending
         -----------------------
a written notice of such resignation to the home office of the Subsidiary
Holding Company addressed to the chairman of the board. Unless otherwise
specified, such resignation shall take effect upon receipt by the chairman of
the board. More than three consecutive absences from regular meetings of the
board of directors, unless excused by resolution of the board of directors,
shall automatically constitute a resignation, effective when such resignation is
accepted by the board of directors.

         Section 11. Vacancies. Any vacancy occurring in the board of directors
         ---------------------
may be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected to serve until the next election of directors by
the shareholders. Any directorship to be filled by reason of an increase in the
number of directors may be filled by election by the board of directors for a
term of office continuing only until the next election of directors by the
shareholders.

         Section 12. Compensation. Directors, as such, may receive compensation
         ------------------------
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the board of directors. Members
of either standing or special committees may be allowed such compensation for
attendance at committee meetings as the board of directors may determine.

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         Section 13. Presumption of Assent. A director of the Subsidiary Holding
         ---------------------------------
Company who is present at a meeting of the board of directors at which action on
any Subsidiary Holding Company matter is taken shall be presumed to have
assented to the action taken unless his dissent or abstention shall be entered
in the minutes of the meeting or unless he or she shall file a written dissent
to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the Subsidiary Holding Company within five days after the date a
copy of the minutes of the meeting is received. Such right to dissent shall not
apply to a director who voted in favor of such action.

         Section 14. Removal of Directors. At a meeting of shareholders called
         --------------------------------
expressly for that purpose, any director may be removed only for cause by a vote
of the holders of a majority of the shares then entitled to vote at an election
of directors. Whenever the holders of the shares of any class are entitled to
elect one or more directors by the provisions of the Charter or supplemental
sections thereto, the provisions of this section shall apply, in respect to the
removal of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.

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

         Section 16. Age Limitation. No person 75 years of age shall be eligible
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for election, reelection, appointment, or reappointment to the board of the
Subsidiary Holding Company. No director shall serve as such beyond the annual
meeting of the Subsidiary Holding Company following the director becoming 75.
This age limitation does not apply to any director in office prior to November
18, 1997 or to an advisory director.

         Section 17. Residency Requirement. To be eligible for election,
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reelection, appointment or reappointment to the board of directors, a person
must have his or her primary residence within the State of Nebraska.

                   ARTICLE IV. EXECUTIVE AND OTHER COMMITTEES

         Section l. Appointment. The board of directors, by resolution adopted
         ----------------------
by a majority of the full board, may designate the chief executive officer and
two or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV 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.

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

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

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

         Section 5. Quorum. A majority of the members of the executive committee
         -----------------
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

         Section 6. Action Without a Meeting. Any action required or permitted
         -----------------------------------
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.

         Section 7. Vacancies. Any vacancy in the executive committee may be
         --------------------
filled by a resolution adopted by a majority of the full board of directors.

         Section 8. Resignations and Removal. Any member of the executive
         -----------------------------------
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the Subsidiary Holding 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 may by resolution
         ----------------------------
establish an audit, loan, or other committees composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Subsidiary Holding Company and may prescribe the duties, constitution and
procedures thereof.

                               ARTICLE V. OFFICERS

         Section l. Positions. The officers of the Subsidiary Holding Company
         --------------------
shall be a chief executive officer, a president, one or more vice presidents, a
secretary and a treasurer or comptroller, each of whom shall be elected by the
board of directors. The board of directors may also designate the chairman of
the board as an officer. The offices of the secretary and treasurer or
comptroller may be held by the same person and a vice president may also be
either the secretary or the treasurer or comptroller. The board of directors may
designate one or more vice presidents as executive vice president or senior vice
president. The board of directors may also elect or authorize the appointment of
such other officers as the business of the Subsidiary Holding Company may
require. The officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the absence
of action by the board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.

         Section 2. Election and Term of Office. The officers of the Subsidiary
         --------------------------------------
Holding Company shall be elected annually at the first meeting of the board of
directors held after each annual meeting of the shareholders. If the election of
officers is not held at such meeting, such election shall be held as soon
thereafter as possible. Each officer shall hold office until a successor has
been duly elected and qualified or until the officer's death, resignation or
removal in the manner hereinafter provided. Election or appointment of an
officer, employee or agent shall not of itself create contractual rights. The
board of directors may authorize the Subsidiary Holding Company to enter into an
employment contract with any officer in accordance with regulations of the OTS;
but no such contract shall impair the right of the board of directors to remove
any officer at any time in accordance with Section 3 of this Article V.

         Section 3. Removal. Any officer may be removed by the board of
         ------------------
directors whenever in its judgment the best interests of the Subsidiary Holding
Company will be served thereby, but such removal, other than for cause, shall be
without prejudice to the contractual rights, if any, of the person so removed.

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

         Section 5. Remuneration. The remuneration of the officers shall be
         -----------------------
fixed from time to time by the board of directors by employment contracts or
otherwise.

                ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

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

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

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

                      ARTICLE VII. CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

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

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         Section 2. Transfer of Shares. Transfer of shares of capital stock of
         -----------------------------
the Subsidiary Holding Company shall be made only on its stock transfer books.
Authority for such transfer shall be given only by the holder of record or by
his or her legal representative, who shall furnish proper evidence of such
authority, or by his or her attorney authorized by a duly executed power of
attorney and filed with the Subsidiary Holding Company. Such transfer shall be
made only 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
Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to
be the owner for all purposes.

                            ARTICLE VIII. FISCAL YEAR

         The fiscal year of the Subsidiary Holding Company shall end on June 30
of each year. The appointment of accountants shall be subject to annual
ratification by the shareholders.

                              ARTICLE IX. DIVIDENDS

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

                            ARTICLE X. CORPORATE SEAL

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

                             ARTICLE XI. AMENDMENTS

         These bylaws may be amended in a manner consistent with regulations of
the OTS and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the Subsidiary Holding Company at any legal
meeting, and (ii) receipt of any applicable regulatory approval. When the
Subsidiary Holding Company fails to meet its quorum requirements, solely due to
vacancies on the board, then the affirmative vote of a majority of the sitting
board will be required to amend the bylaws.

                          ARTICLE XII. INDEMNIFICATION

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

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