**Exhibit 3.2****Greenville Federal Financial Corporation****Federal Stock Subsidiary Holding Company Bylaws****Article I — Home Office**     The home office of Greenville Federal Financial Corporation (the “Company”) shall be at 690Wagner Avenue, in the City of Greenville, in the County of Darke, in the State of Ohio.**Article II — Shareholders**     **Section 1. Place of Meetings**. All annual and special meetings of shareholders shall be heldat the home office of the Company or at such other convenient place as the board of directors maydetermine.     **Section 2. Annual Meeting**. A meeting of the shareholders of the Company for the election ofdirectors and for the transaction of any other business of the Company shall be held annuallywithin 150 days after the end of the Company’s fiscal year at such date and time within such150-day period as the board of directors may determine.     **Section 3. Special Meetings**. Special meetings of the shareholders for any purpose orpurposes, 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 ofthe board of directors, and shall be called by the chairman of the board, the president, or thesecretary upon the written request of the holders of not less than one-tenth of all of theoutstanding capital stock of the Company entitled to vote at the meeting. Such written requestshall state the purpose or purposes of the meeting and shall be delivered to the home office of theCompany 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 accordancewith the most current edition of Robert’s Rules of Order unless otherwise prescribed by regulationsof the Office or these bylaws or the board of directors adopts another written procedure for theconduct of meetings. The board of directors shall designate, when present, either the chairman ofthe board or president to preside at such meetings.     **Section 5. Notice of Meetings**. Written notice stating the place, day, and hour of themeeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 normore than 50 days before the date of the meeting, either personally or by mail, by or at thedirection of the chairman of the board, the president, or the secretary, or the directors callingthe meeting, to each shareholder of record entitled to vote at such meeting. If mailed, suchnotice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder atthe address as it appears on the stock transfer books or records of the Company as of the recorddate 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 adjournedmeeting shall be given as in the case of an original meeting. It shall not be necessary to giveany notice of the time and place of any meeting adjourned for less than 30 days or of the businessto be transacted at the meeting, other than an announcement at the meeting at which suchadjournment is taken.
 

 
     **Section 6. Fixing of Record Date**. For the purpose of determining shareholders entitled tonotice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled toreceive payment of any dividend, or in order to make a determination of shareholders for any otherproper purpose, the board of directors shall fix in advance a date as the record date for any suchdetermination of shareholders. Such date in any case shall be not more than 60 days and, in caseof a meeting of shareholders, not fewer than 10 days prior to the date on which the particularaction, requiring such determination of shareholders, is to be taken. When a determination ofshareholders entitled to vote at any meeting of shareholders has been made as provided in thisSection, such determination shall apply to any adjournment.     **Section 7. Voting Lists**. At least 20 days before each meeting of the shareholders, theofficer or agent having charge of the stock transfer books for shares of the Company shall make acomplete list of the shareholders of record entitled to vote at such meeting, or any adjournmentthereof, 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 besubject to inspection by any shareholder of record or the shareholders agent at any time duringusual business hours for a period of 20 days prior to such meeting. Such list shall also beproduced and kept open at the time and place of the meeting and shall be subject to inspection byany shareholder of record or any shareholder’s agent during the entire time of the meeting. Theoriginal stock transfer book shall constitute prima facie evidence of the shareholders entitled toexamine such list or transfer books or to vote at any meeting of shareholders. In lieu of makingthe shareholder list available for inspection by shareholders as provided in the precedingparagraph, the board of directors may elect to follow the procedures prescribed in § 552.6(d) ofthe 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 lessthan a majority of the outstanding shares is represented at a meeting, a majority of the shares sorepresented may adjourn the meeting from time to time without further notice. At such adjournedmeeting at which a quorum shall be present or represented, any business may be transacted thatmight have been transacted at the meeting as originally notified. The shareholders present at aduly organized meeting may continue to transact business until adjournment, notwithstanding thewithdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, theaffirmative vote of the majority of the shares represented at the meeting and entitled to vote onthe subject matter shall be the act of the shareholders, unless the vote of a greater number ofshareholders voting together or voting by classes is required by law or the charter. Directors,however, are elected by a plurality of the votes cast at an election of directors.     **Section 9. Proxies**. At all meetings of shareholders, a shareholder may vote by proxyexecuted in writing by the shareholder or by his or her duly authorized attorney in fact. Proxiesmay be given telephonically or electronically as long as the holder uses a procedure for verifyingthe identity of the shareholder. Proxies solicited on behalf of the management shall be voted asdirected by the shareholder or, in the absence of such direction, as determined by a majority ofthe board of directors. No proxy shall be valid more than eleven months from the date of itsexecution except for a proxy coupled with an interest.     **Section 10. Voting of Shares in the Name of Two or More Persons**. When ownership stands inthe name of two or more persons, in the absence of written directions to the Company to thecontrary, at any meeting of the shareholders of the Company, any one or more of such shareholdersmay cast, in person or by proxy, all votes to which such ownership is entitled. In the event anattempt is made to cast conflicting votes, in person or by proxy, by the several persons in whosenames shares of stock stand, the vote or votes to which those persons are entitled shall be cast asdirected by a majority of those holding
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such and present in person or by proxy at such meeting, but no votes shall be cast for such stockif a majority cannot agree.     **Section 11. Voting of Shares by Certain Holders**. Shares standing in the name of anothercorporation may be voted by any officer, agent, or proxy as the bylaws of such corporation mayprescribe, or, in the absence of such provision, as the board of directors of such corporation maydetermine. Shares held by an administrator, executor, guardian, or conservator may be voted by himor 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 suchshares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may byvoted by the Company if no other instructions are received. Shares standing in the name of areceiver may be voted by such receiver, and shares held by or under the control of a receiver maybe voted by such receiver without the transfer into his or her name if authority to do so iscontained in an appropriate order of the court or other public authority by which such receiver wasappointed. A shareholder whose shares are pledged shall be entitled to vote such shares until theshares have been transferred into the name of the pledgee, and thereafter the pledgee shall beentitled to vote the shares so transferred. Neither treasury shares of its own stock held by theCompany nor shares held by another corporation, if a majority of the shares entitled to vote forthe election of directors of such other corporation are held by the Company, shall be voted at anymeeting or counted in determining the total number of outstanding shares at any given time forpurposes of any meeting.     **Section 12. Inspectors of Election.**In advance of any meeting of shareholders, the board ofdirectors may appoint any person other than nominees for office as inspectors of election to act atsuch meeting or any adjournment. The number of inspectors shall be either one or three. Any suchappointment 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 ofthe votes represented at the meeting shall, make such appointment at the meeting. If appointed atthe meeting, the majority of the votes present shall determine whether one or three inspectors areto be appointed. In case any person appointed as inspector fails to appear or fails or refuses toact, the vacancy may be filled by appointment by the board of directors in advance of the meetingor at the meeting by the chairman of the board or the president. Unless otherwise prescribed byregulations of the Office, the duties of such inspectors shall include: determining the number ofshares and the voting power of each share, the shares represented at the meeting, the existence ofa quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, orconsents; hearing and determining all challenges and questions in any way arising in connectionwith the rights to vote; counting and tabulating all votes or consents; determining the result; andsuch acts as may be proper to conduct the election or vote with fairness to all shareholders.     **Section 13. Nominating Committee**. The board of directors shall act as a nominating committeefor selecting the management nominees for election as directors. Except in the case of a nomineesubstituted as a result of the death or other incapacity of a management nominee, the nominatingcommittee shall deliver written nominations to the secretary at least 20 days prior to the date ofthe annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in eachoffice of the Company. No nominations for directors except those made by the nominating committeeshall be voted upon at the annual meeting unless other nominations by shareholders are made inwriting and delivered to the secretary of the Company at least five days prior to the date of theannual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in eachoffice of the Company. Ballots bearing the names of all persons nominated by the nominatingcommittee and by shareholders shall be provided for use at the annual meeting. However, if thenominating 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 andshall be voted upon.
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     **Section 14. New Business**. Any new business to be taken up at the annual meeting shall bestated in writing and filed with the secretary of the Company at least five days before the date ofthe annual meeting, and all business so stated, proposed, and filed shall be considered at theannual meeting; but no other proposal shall be acted upon at the annual meeting. Any shareholdermay make any other proposal at the annual meeting and the same may be discussed and considered, butunless stated in writing and filed with the secretary at least five days before the meeting, suchproposal shall be laid over for action at an adjourned, special, or annual meeting of theshareholders taking place 30 days or more thereafter. This provision shall not prevent theconsideration 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 suchannual meeting unless stated and filed as herein provided.     **Section 15. Informal Action by Shareholders**. Any action required to be taken at a meeting ofthe shareholders, or any other action which may be taken at a meeting of shareholders, may be takenwithout a meeting if consent in writing, setting forth the action so taken, shall be given by allof 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 thedirection of its board of directors. The board of directors shall annually elect a chairman of theboard and a president from among its members and shall designate, when present, either the chairmanof the board or the president to preside at its meetings.     **Section 2. Number, Term and Age Limitation**. The board of directors shall consist of sevenmembers and shall be divided into three classes as nearly equal in number as possible. The membersof each class shall be elected for a term of three years and until their successors are elected andqualified. One class shall be elected by ballot annually. No person 75 years of age or oldershall be eligible for election, reelection, appointment, or reappointment to the board. Anydirector whose term expires at the time of an annual meeting and is 73 years of age at the time ofthe annual meeting may be reelected for a term not exceeding two years, and any director whose termexpires at the time of an annual meeting and is 74 years of age at the time of the annual meetingmay be reelected for a one-year term.     **Section 3. Regular Meetings**. A regular meeting of the board of directors shall he heldwithout other notice than this bylaw following the annual meeting of shareholders. The board ofdirectors may provide, by resolution, the time and place for the holding of additional regularmeetings without other notice than such resolution. Directors may participate in a meeting bymeans of a conference telephone or similar communications device through which all personsparticipating can hear each other at the same time. Participation by such means shall constitutepresence in person for all purposes.     **Section 4. Qualification**. Each director shall at all times be the beneficial owner of notless than 100 shares of capital stock of the Company, unless the Company is a wholly ownedsubsidiary of a holding company.     **Section 5. Special Meetings**. Special meetings of the board of directors may be called by orat the request of the chairman of the board, the president, or one-third of the directors. Thepersons authorized to call special meetings of the board of directors may fix any place, within theCompany’s normal lending territory, as the place for holding any special meeting of the board ofdirectors called by such persons. Members of the board of directors may participate in specialmeetings by means of conference telephone or similar communications equipment by which all personsparticipating in the meeting can hear each other. Such participation shall constitute presence inperson for all purposes.
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     **Section 6. Notice**. Written notice of any special meeting shall be given to each director atleast 24 hours prior thereto when delivered personally or by telegram or at least five days priorthereto 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 postageprepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Companyreceives notice of delivery if electronically transmitted. Any director may waive notice of anymeeting by a writing filed with the secretary. The attendance of a director at a meeting shallconstitute a waiver of notice of such meeting, except where a director attends a meeting for theexpress purpose of objecting to the transaction of any business because the meeting is not lawfullycalled or convened. Neither the business to be transacted at, nor the purpose of, any meeting ofthe board of directors need be specified in the notice of waiver of notice of such meeting.     **Section 7. Quorum**. A majority of the number of directors fixed by Section 2 of this ArticleIII shall constitute a quorum for the transaction of business at any meeting of the board ofdirectors; but if less than such majority is present at a meeting, a majority of the directorspresent may adjourn the meeting from time to time. Notice of any adjourned meeting shall be givenin the same manner as prescribed by Section 5 of this Article III.     **Section 8. Manner of Acting**. The act of the majority of the directors present at a meetingat which a quorum is present shall be the act of the board of directors, unless a greater number isprescribed by regulation of the Office or by these bylaws.     **Section 9. Action Without a Meeting**. Any action required or permitted to be taken by theboard of directors at a meeting may be taken without a meeting if a consent in writing, settingforth 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 ofsuch resignation to the home office of the Company addressed to the chairman of the board or thepresident. Unless otherwise specified, such resignation shall take effect upon receipt by thechairman of the board or the president. More than three consecutive absences from regular meetingsof the board of directors, unless excused by resolution of the board of directors, shallautomatically constitute a resignation, effective when such resignation is accepted by the board ofdirectors.     **Section 11**. **Vacancies**. Any vacancy occurring on the board of directors may be filled by theaffirmative vote of a majority of the remaining directors although less than a quorum of the boardof directors. A director elected to fill a vacancy shall be elected to serve only until the nextelection of directors by the shareholders. Any directorship to be filled by reason of an increasein the number of directors may be filled by election by the board of directors for a term of officecontinuing only until the next election of directors by the shareholders.     **Section 12. Compensation**. Directors, as such, may receive a stated salary for theirservices. By resolution of the board of directors, a reasonable fixed sum, and reasonable expensesof attendance, if any, may be allowed for attendance at each regular or special meeting of theboard of directors. Members of either standing or special committees may be allowed suchcompensation for attendance at committee meetings as the board of directors may determine.     **Section 13. Presumption of Assent**. A director of the Company who is present at a meeting ofthe board of directors at which action on any Company matter is taken shall be presumed to haveassented to the action taken unless his or her dissent or abstention shall be entered in theminutes of the meeting or unless he or she shall file a written dissent to such action with theperson acting as the secretary of the
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meeting before the adjournment thereof or shall forward suchdissent by registered mail to the secretary of the Company within five days after the date a copyof the minutes of the meeting is received. Such right to dissent shall not apply to a director whovoted in favor of such action.     **Section 14. Removal of Directors**. At a meeting of shareholders called expressly for thatpurpose, any director may be removed only for cause by a vote of the holders of a majority of theshares then entitled to vote at an election of directors. Whenever the holders of the shares ofany class are entitled to elect one or more directors by the provisions of the charter orsupplemental sections thereto, the provisions of this Section shall apply, with respect to theremoval of a director or directors so elected, to the vote of the holders of the outstanding sharesof that class and not to the vote of the outstanding shares as a whole.**Article IV — Executive and Other Committees**     **Section 1. Appointment**. The board of directors, by resolution adopted by a majority of thefull board, may designate the chief executive officer and two or more of the other directors toconstitute an executive committee. The designation of any committee pursuant to this Article IVand the delegation of authority shall not operate to relieve the board of directors, or anydirector, of any responsibility imposed by law or regulation.     **Section 2. Authority**. The executive committee, when the board of directors is not insession, shall have and may exercise all of the authority of the board of directors except to theextent, if any, that such authority shall be limited by the resolution appointing the executivecommittee; and except also that the executive committee shall not have the authority of the boardof directors with reference to: the declaration of dividends; the amendment of the charter orbylaws of the Company, or recommending to the shareholders a plan of merger, consolidation, orconversion; the sale, lease, or other disposition of all or substantially all of the property andassets of the Company otherwise than in the usual and regular course of its business; a voluntarydissolution of the Company; a revocation of any of the foregoing; or the approval of a transactionin which any member of the executive committee, directly or indirectly, has any material beneficialinterest.     **Section 3. Tenure**. Subject to the provisions of Section 8 of this Article IV, each member ofthe executive committee shall hold office until the next regular annual meeting of the board ofdirectors following his or her designation and until a successor is designated as a member of theexecutive committee.     **Section 4. Meetings**. Regular meetings of the executive committee may be held without noticeat 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 thanone day’s notice stating the place, date, and hour of the meeting, which notice may be written ororal. Any member of the executive committee may waive notice of any meeting and no notice of anymeeting need be given to any member thereof who attends in person. The notice of a meeting of theexecutive 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 aquorum for the transaction of business at any meeting thereof, and action of the executivecommittee must be authorized by the affirmative vote of a majority of the members present at ameeting at which a quorum is present.
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     **Section 6. Action Without a Meeting**. Any action required or permitted to be taken by theexecutive committee at a meeting may be taken without a meeting if a consent in writing, settingforth 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 resolutionadopted by a majority of the full board of directors.     **Section 8. Resignations and Removal**. Any member of the executive committee may be removed atany 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 givingwritten notice to the president or secretary of the Company. Unless otherwise specified, suchresignation shall take effect upon its receipt; the acceptance of such resignation shall not benecessary to make it effective. No notice of any meeting need be given to any member thereof whoattends in person. The notice of a meeting of the executive committee need not state the businessproposed to be transacted at the meeting.     **Section 9. Procedure**. The executive committee shall elect a presiding officer from itsmembers 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 forits 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 appropriatefor the conduct of the business of the Company and may prescribe the duties, constitution, andprocedures thereof.**Article V — Officers**     **Section 1. Positions.**The officers of the Company shall be a president, one or more vicepresidents, a secretary, and a treasurer or comptroller, each of whom shall be elected by the boardof 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 vicepresident may also be either the secretary or the treasurer or comptroller. The board of directorsmay 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 thebusiness of the Company may require. The officers shall have such authority and perform suchduties as the board of directors may from time to time authorize or determine. In the absence ofaction by the board of directors, the officers shall have such powers and duties as generallypertain to their respective offices.     **Section 2. Election and Term of Office**. The officers of the Company shall be electedannually at the first meeting of the board of directors held after each annual meeting of theshareholders. If the election of officers is not held at such meeting, such election shall be heldas soon thereafter as possible. Each officer shall hold office until a successor has been dulyelected and qualified or until the officer’s death, resignation, or removal in the mannerhereinafter provided. Election or appointment of an officer, employee, or agent shall not ofitself create contractual rights. The board of directors may authorize the Company to enter intoan employment contract with any officer in accordance with regulations of the Office; but no suchcontract shall impair the right of the board of directors to remove any officer at any time inaccordance with Section 3 of this Article V.
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     **Section 3. Removal**. Any officer may be removed by the board of directors whenever in itsjudgment the best interests of the Company will be served thereby, but such removal, other than forcause, 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 ofthe term.     **Section 5. Remuneration**. The remuneration of the officers shall be fixed from time to timeby the board of directors.**Article VI — Contracts, Loans, Checks, and Deposits**     **Section 1. Contracts**. To the extent permitted by regulations of the Office, and except asotherwise prescribed by these bylaws with respect to certificates for shares, the board ofdirectors may authorize any officer, employee, or agent of the Company to enter into a contract orexecute and deliver any instrument in the name of and on behalf of the Company. Such authority maybe general or confined to specific instances.     **Section 2. Loans**. No loans shall be contracted on behalf of the Company and no evidence ofindebtedness shall be issued in its name unless authorized by the board of directors. Suchauthority may be general or confined to specific instances.     **Section 3. Checks; Drafts; etc.**All checks, drafts, or other orders for the payment ofmoney, notes, or other evidences of indebtedness issued in the name of the Company shall be signedby one or more officers, employees or agents of the Company in such manner as shall from time totime be determined by the board of directors.     **Section 4. Deposits**. All funds of the Company not otherwise employed shall be deposited fromtime to time to the credit of the Company in any duly authorized depositories as the board ofdirectors may select.**Article VII — Certificates for Shares and Their Transfer**     **Section 1. Certificates for Shares**. Certificates representing shares of capital stock of theCompany shall be in such form as shall be determined by the board of directors and approved by theOffice. Such certificates shall be signed by the chief executive officer or by any other officerof the Company authorized by the board of directors, attested by the secretary or an assistantsecretary, and sealed with the corporate seal or a facsimile thereof. The signatures of suchofficers upon a certificate may be facsimiles if the certificate is manually signed on behalf of atransfer agent or a registrar other than the Company itself or one of its employees. Eachcertificate 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 anddate of issue, shall be entered on the stock transfer books of the Company. All certificatessurrendered to the Company for transfer shall be canceled, and no new certificate shall be issueduntil the former certificate for a like number of shares has been surrendered and canceled, exceptthat in the case of a lost or destroyed certificate, a new certificate may be issued upon suchterms and indemnity to the 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 Company shall bemade only on its stock transfer books. Authority for such transfer shall be given only by theholder of record or by his or her legal representative, who shall furnish proper evidence of suchauthority, or by his or her attorney authorized by a duly executed power of attorney and filed withthe Company. Such transfer shall be made only on surrender for cancellation of the certificate forsuch shares. The person in whose name shares of capital stock stand on the books of the Companyshall be deemed by the Company to be the owner for all purposes.**Article VIII—Fiscal Year**     The fiscal year of the Company shall end on the 30th of June of each year. Theappointment 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 itsoutstanding shares of capital stock.**Article X — Corporate Seal**     The board of directors shall provide a Company seal, which shall be two concentric circlesbetween which shall be the name of the Company. The year of incorporation or an emblem may appearin the center.**Article XI — Amendments**     These bylaws may be amended in a manner consistent with regulations of the Office and shall beeffective after: (i) approval of the amendment by a majority vote of the authorized board ofdirectors, or by a majority vote of the votes cast by the shareholders of the Company at any legalmeeting, and (ii) receipt of any applicable regulatory approval. When a Company fails to meet itsquorum requirements solely due to vacancies on the board, then the affirmative vote of a majorityof the sitting board will be required to amend the bylaws.**Article XII – Indemnification, Expenses and Insurance**     **Section 1. Indemnification.**The Company shall indemnify its officers and directors to thefull extent permitted by the regulations of the Office, the regulations of the Federal DepositInsurance Corporation and any other applicable laws and regulations. The Company may, to suchextent and in such manner as is determined by the board of directors, but in no event to an extentgreater than is permitted by the regulations of the Office, the regulations of the Federal DepositInsurance Corporation and any other applicable laws and regulations, indemnify any employees of theCompany permitted to be indemnified by provisions of such laws and regulations. The rights toindemnification conferred in these bylaws shall be contract rights and shall continue as to aperson who has ceased to be a director, officer or employee and shall inure to the benefit of theperson’s heirs, executors and administrators.     **Section 2. Expenses.**The right to indemnification conferred by these bylaws shall includethe right to be paid by the Company the expenses incurred in defending any such proceeding inadvance of its final disposition, to the fullest extent authorized by the regulations of theOffice, the Federal Deposit Insurance Corporation and any other applicable laws and regulations.
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     **Section 3. Insurance.**The Company may maintain insurance to the full extent permitted by theregulations of the Office, regulations of the Federal Deposit Insurance Corporation and any otherapplicable laws and regulations, at its expense, to protect itself and any director, officer,employee or agent of the Company or another corporation, partnership, joint venture, trust or otherenterprise against any expense, liability or loss.
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