Exhibit 3

                                     BYLAWS

                                       OF

                 PROVIDENT COMMUNITY BANK, NATIONAL ASSOCIATION


                                    ARTICLE I

                                   Home Office

         The home  office of  Provident  Community  Bank,  National  Association
(herein the " Bank") shall be at 203 West Main Street,  Union,  South  Carolina.
The Bank may also have offices at such other places  within or without the State
of South Carolina, as the board of directors shall from time to time determine.


                                   ARTICLE II

                                  Shareholders

         SECTION  1. Place of  Meetings.  All annual  and  special  meetings  of
shareholders shall be held at the home office of the Bank or at such other place
within or without  the State in which the home  office of the Bank is located as
the board of directors  may  determine  and as  designated in the notice of such
meeting.

         SECTION 2. Annual  Meeting.  A meeting of the  shareholders of the Bank
for the election of directors and for the  transaction  of any other business of
the Bank shall be held  annually at such date and time as the board of directors
may  determine.  When any annual meeting falls upon a legal holiday in the state
in which the Bank is located,  the meeting  shall be held on the next  following
banking  day. If no election is held on the day fixed or in the event of a legal
holiday on the following  banking day, an election may be held on any subsequent
day within 60 days of the day fixed, to be designated by the board of directors,
or,  if the  directors  fail  to  fix  the  day,  by  shareholders  representing
two-thirds of the shares issued and outstanding.

         SECTION 3. Special  Meetings.  Special meetings of the shareholders for
any purpose or purposes  may be called at any time by the  majority of the board
of directors or by a committee of the board of directors.

         SECTION 4. Conduct of Meetings.  Annual and special  meetings  shall be
conducted in accordance  with the rules and procedures  established by the board
of directors.  The board of directors shall designate,  when present, either the
chairman of the board or president to preside at such meetings.

         SECTION 5. Notice of Meetings.  Written notice  stating the place,  day
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called  shall be mailed by the  secretary or the officer  performing  his or her
duties,  not less than ten (10) days nor more than  sixty  (60) days  before 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 United
States mail,  addressed to the  shareholder  at his address as it appears on the
stock transfer books or records of the Bank as of the record date  prescribed in
Section 6 of this Article II, with postage thereon prepaid.  If a shareholder be
present at a meeting,  or in writing  waives notice  thereof before or after the
meeting,  notice of the meeting to such shareholder  shall be unnecessary.  When
any  shareholders'  meeting,  either annual or special,  is adjourned for thirty
(30) days,  notice of the adjourned  meeting shall be given as in the case of an
original  meeting.  It shall not be necessary to give any notice of the time and
place of any  meeting  adjourned  for less  than  thirty  (30)  days,  or of the
business to be transacted at such adjourned meeting,  other than an announcement
at the meeting at which such adjournment is taken.

<PAGE>

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

         SECTION 7. Voting  Lists.  The officer or agent,  having  charge of the
stock transfer books for shares of the Bank shall keep a complete  record of the
shareholders  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.  The record shall be kept on file at the  principal  office of the
Bank,  and shall be subject to  inspection  by any  shareholder  for any purpose
germane to the  meeting at any time during  usual  business  hours.  Such record
shall also be  produced  and kept open at the time and place of the  meeting and
shall be subject to the inspection of any shareholder for any purpose germane to
the meeting  during the whole time of the meeting.  The original  stock transfer
books shall be prima facie evidence as to who are the  shareholders  entitled to
examine such record or transfer books or to vote at any meeting of shareholders.

         SECTION 8.  Quorum.  A majority of the  outstanding  shares of the Bank
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
are  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 leave less than a quorum.

         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,  but no officer or  employee of this Bank shall act as proxy.
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.  Proxies  shall be valid  only for one  meeting,  to be
specified therein, and any adjournments of such meeting.

         SECTION 10. Voting.  At each election for directors,  every shareholder
entitled  to vote at such  election  shall be  entitled  to as many votes as the
number of  directors  to be elected  multiplied  by the number of  shareholders'
shares. The shareholder may cast all these votes for one candidate or distribute
the votes among as many  candidates  as the  shareholder  chooses.  On all other
questions,  each common shareholder shall be entitled to one vote for each share
of stock  held by him or her.  Unless  otherwise  provided  in the  Articles  of
Association, by Statute, or by these Bylaws, the approval of shareholders owning
a  majority  voting  interest  in  outstanding  stock  is  required  pass  on  a
transaction or matter.

         SECTION 11. Voting of Shares in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions  to  the  Bank  to  the  contrary,  at  any  meeting  of the
shareholders  of the  Bank 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 name shares of stock stand,  the vote or votes to which
these  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 12. Voting of Shares by Certain Holders. Shares standing in the
name of another  corporation may be voted by any officer,  agent or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor, guardian or conservator may be voted by him, either in
person or by proxy,  without a transfer  of such  shares  into his name.  Shares
standing  in the name of a trustee  may be voted by him,  either in person or by
proxy,  but no trustee  shall be  entitled  to vote shares held by him without a
transfer of such shares into his 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
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.


<PAGE>

         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 Bank, 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 Bank, 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  13.  Inspectors  of  Election.  In advance  of any  meeting of
shareholders,  the board of  directors  may  appoint  any  persons,  other  than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment  thereof.  The number of inspectors shall be either one (1) or three
(3).  If the  board  of  directors  so  appoints  either  one (1) or  three  (3)
inspectors,  that 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
make such appointment at the meeting.  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  applicable  law,  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 votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all shareholders.

         SECTION 14. Nominating Committee. Nominations for election to the board
of directors may be made by the board of directors or by any  shareholder of any
outstanding class of capital stock of the Bank entitled to vote for the election
of directors. Nominations, other than those made by or on behalf of the existing
management  of the Bank,  shall be made in  writing  and shall be  delivered  or
mailed to the  president of the Bank not less than  fourteen  (14) days nor more
than  fifty  (50) days  prior to any  meeting  of  shareholders  called  for the
election of directors, provided that, however, that if less than twenty-one (21)
days' notice of the meeting is given to  shareholders,  such nomination shall be
mailed or  delivered  to the  president  of the Bank no later  than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such notification shall contain the following  information to the extent
known to the notifying shareholder:

(1) The name and address of each proposed nominee.

(2) The principal occupation of each proposed nominee.

(3) The total number of shares of capital stock of the Bank that will be voted
for each proposed nominee.

(4) The name and residence address of the notifying shareholder.

(5) The  number of shares of capital  stock of the Bank  owned by the  notifying
shareholder.

Nominations  not made in  accordance  herewith  may, in his/her  discretion,  be
disregarded by the  chairperson of the meeting,  and upon his/her  instructions,
the vote tellers may disregard all votes cast for each such nominee.


<PAGE>

         SECTION 15. New Business. Any new business to be taken up at the annual
meeting  shall be stated in writing and filed with the  secretary of the Bank in
accordance  with the  provisions  of the Bank's  Articles of  Association.  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  provided  in  the  Bank's  Articles  of
Association.

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


                                   ARTICLE III

                               Board of Directors

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

         SECTION 2. Number,  Term and  Election.  The board of  directors  shall
consist  of no less than five (5) nor more than  twenty-five  (25)  persons  and
shall be divided  into three (3) 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 or  qualified.  One (1) class shall be elected by
ballot annually.

         SECTION  3.  Qualification.  Each  director  shall at all  times be the
beneficial owner of director's  qualifying shares as provided in the Articles of
Association.

         SECTION  4.  Regular  Meetings.  A  regular  meeting  of the  board  of
directors shall be held without other notice than this Bylaw immediately  after,
and at the same  place as,  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.  When any
regular meeting of the board falls upon a holiday,  the meeting shall be held on
the next banking business day unless the board shall designate another day.

         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 the
president,  or by one-third of the  directors.  The persons  authorized  to call
special  meetings  of the board of  directors  may fix any place in the State of
South  Carolina 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  and
regular  meetings by means of  conference  telephone  or similar  communications
equipment by which all persons participating in the meeting can hear each other.
Such  participation  shall constitute  presence in person but directors will not
receive any compensation for participation in meetings by conference telephone.

         SECTION 6. Notice. Written notice of any special meeting shall be given
to each director at least two (2) days previous thereto delivered  personally or
by telegram or at least five (5) days previous thereto  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 United  States mail so addressed,
with  postage  thereon  prepaid  if mailed or when  delivered  to the  telegraph
company if sent by  telegram.  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.

<PAGE>

         SECTION  7.  Quorum.  A majority  of the number of the entire  board of
directors  then in office  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 these  Bylaws,  the
Articles of Association, or by law. A director may not vote by proxy.

         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 Bank addressed to
the board of directors,  the chairman of the board or the Bank. Unless otherwise
specified in the notice, such resignation shall take effect upon receipt thereof
by the board of directors, the chairman of the board or the Bank.

         SECTION 11. Vacancies.  When any vacancy occurs among the directors,  a
majority of the  remaining  members of the board,  according  to the laws of the
United  States,  may  appoint a director  to fill such  vacancy  at any  regular
meeting of the board, or at a special meeting called for that purpose at which a
quorum is present, or if the directors remaining in office constitute fewer than
a  quorum  of the  board,  by the  affirmative  vote  of a  majority  of all the
directors  remaining in office,  or by  shareholders at a special meeting called
for that purpose.

         A vacancy  that will  occur at a  specific  later  date (by reason of a
resignation  effective at a later date) may be filled before the vacancy occurs,
but the new director may not take office until the vacancy occurs.

         SECTION 12.  Removal of Directors.  Any director or the entire board of
directors  may be removed only in accordance  with the  provisions of the Bank's
Articles of Association.

         SECTION 13. Compensation.  Directors, as such, may receive a stated fee
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 actual
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
actual attendance at committee meetings as the board of directors may determine.
Nothing herein shall be construed to preclude any director from serving the Bank
in any other capacity and receiving remuneration therefore.

         SECTION  14.  Presumption  of  Assent.  A  director  of the Bank who is
present at a meeting of the board of directors at which action on any  corporate
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 shall file his 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 Bank  immediately  after
the  adjournment  of the  meeting.  Such right to  dissent  shall not apply to a
director who votes in favor of such action.

         SECTION  15.  Advisory  Directors.   The  board  of  directors  may  by
resolution  appoint honorary or advisory  directors to the board, and shall have
such authority and receive such  compensation and  reimbursement as the board of
directors  shall provide.  Honorary or advisory  directors or directors  emeriti
shall  not have the  authority  to  participate  by vote in the  transaction  of
business  and shall not be counted to  determine  the number of directors of the
Bank,  or the  presence  of a quorum  for any  board  action,  and  shall not be
required to own qualifying shares.

         SECTION 16. Age Limitation.  No person of an age seventy-two (72) years
or older will be eligible for election, reelection, appointment or reappointment
to the board of directors of the Bank. No director shall serve as such following
the  day of  his or her  seventy-second  (72nd)  birthday.  Notwithstanding  the
foregoing,  persons  appointed to the board of directors shall not be subject to
the  foregoing age  limitation  if they are so appointed in accordance  with the
requirements of a business combination agreement into which the Bank has entered
with an unrelated third party.

<PAGE>

                                   ARTICLE IV

                      Committees of the Board of Directors

         The board of directors  may, by resolution  passed by a majority of the
whole board,  designate one (1) or more committees,  as they may determine to be
necessary or  appropriate  for the conduct of the business of the Bank,  and may
prescribe the duties,  constitution and procedures thereof. Each committee shall
consist of one (1) or more  directors of the Bank.  The board may  designate one
(1) or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.

         The board of directors shall have power,  by the affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies  in, and to discharge any committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Bank provided, however, that notice to the board, the chairman of the board, the
chief executive officer, the chairman of such committee,  or the secretary shall
be deemed to constitute  notice to the Bank. Such resignation  shall take effect
upon receipt of such notice or at any later time specified therein;  and, unless
otherwise  specified  therein,  acceptance  of  such  resignation  shall  not be
necessary to make it effective.  Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the  authorized  number of  directors  at any meeting of the board called for
that purpose.


                                    ARTICLE V

                                    Officers

         SECTION 1.  Positions.  The  officers of the Bank shall be a president,
one (1) or more vice presidents, a secretary and a treasurer, 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 president  must be a member of the
board of directors and shall be the chief executive  officer unless the board of
directors  designates the chairman of the board as chief executive officer.  The
offices of the secretary and treasurer may be held by the same person and a vice
president  may also be  either  the  secretary  or the  treasurer.  The board of
directors  may  designate  one (1) 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 Bank 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 Bank shall
be elected  annually by the board of directors 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 his successor shall
have been duly elected and qualified or until his death or until he shall resign
or shall have been  removed  in the manner  hereinafter  provided.  Election  or
appointment of an officer, employee or agent shall not of itself create contract
rights.  The  board  of  directors  may  authorize  the  Bank to  enter  into an
employment  contract with any officer in accordance  with state law; 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 vote of two-thirds of
the board of directors whenever, in its judgment, the best interests of the Bank
will be served thereby, but such removal, other than for cause, shall be without
prejudice to the contract rights, if any, of the person so removed.

<PAGE>


          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  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the Bank.


                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

         SECTION 1.  Contracts.  To the extent  permitted by applicable law, and
except as otherwise  prescribed by the Bank's  Articles of  Association or these
Bylaws with  respect to  certificates  for shares,  the board of  directors  may
authorize any officer, employee, or agent of the Bank to enter into any contract
or execute and deliver any  instrument in the name of and on behalf of the Bank.
Such authority may be general or confined to specific instances.

         SECTION 2. Loans.  No loans shall be  contracted  on behalf of the Bank
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 Bank shall be signed by one or more officers, employees or agents of
the Bank in such manner as shall from time to time be  determined  by resolution
of the board of directors.

         SECTION 4. Deposits. All funds of the Bank not otherwise employed shall
be  deposited  from  time to time to the  credit  of the Bank in any of its duly
authorized depositories as the board of directors may select.

                                   ARTICLE VII

                   Certificates for Shares and Their Transfer

         SECTION 1.  Certificates  for  Shares.  The shares of the Bank shall be
represented by certificates  signed by the chairman of the board of directors or
by the president or a vice president and by the treasurer or by the secretary of
the  Bank,  and must be  sealed  with the  seal of the  Bank.  Any or all of the
signatures   upon  a  certificate  may  be  facsimiles  if  the  certificate  is
countersigned by a transfer agent, or registered by a registrar,  other than the
Bank itself or an  employee of the Bank.  If any officer who has signed or whose
facsimile  signature has been placed upon such certificate  shall have ceased to
be such officer before the  certificate is issued,  it may be issued by the Bank
with the same effect as if he were such officer at the date of its issue.

         SECTION 2. Form of Share  Certificates.  Each certificate  representing
shares shall state upon the face thereof: the name and location of the Bank; the
name of the person to whom issued;  the number and class of shares;  the date of
issue; the designation of the series, if any, which such certificate represents;
the par value of each share  represented  by such  certificate  and, if the Bank
shall issue stock of more than one class,  the respective  rights,  preferences,
privileges, voting rights, powers, restrictions,  limitations and qualifications
in  summary  or in full on the  front  or back of the  certificate  or  shall be
incorporated  by reference to the Articles of Association set froth on the front
of the  certificate.  Other  matters  in regard to the form of the  certificates
shall be determined by the board of directors.  Each certificate shall recite on
its face that the stock represented  thereby is transferable only upon the books
of the Bank properly endorsed.
<PAGE>

          SECTION 3. Payment for Shares.  No certificate shall be issued for any
shares until such share is fully paid.

         SECTION  4. Form of  Payment  for  Shares.  The  consideration  for the
issuance  of  shares  shall not be less than  their  par  value per  share.  The
consideration for the issuance of the shares shall be cash,  services  rendered,
real or personal  property  (tangible or intangible) (to the extent the Bank has
authority to invest in such property),  or any combination of the foregoing.  In
the absence of actual  fraud in the  transaction,  the  judgment of the board of
directors as to the value of such consideration shall be conclusive.

         SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of
the Bank  shall be made only on its stock  transfer  books.  Authority  for such
transfer  shall be given  only by the  holder of record  thereof or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Bank. 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 Bank  shall  be  deemed  by the Bank to be the  owner
thereof for all purposes.

         SECTION 6. Stock Ledger. The stock ledger of the Bank shall be the only
evidence as to who are the  shareholders  entitled to examine the stock  ledger,
the list  required  by Section 7 of  Article II or the books of the Bank,  or to
vote in person or by proxy at any meeting of shareholders.

         SECTION 7. Lost  Certificates.  The board of directors may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Bank  alleged to have been lost,  stolen,  or  destroyed,  upon the making of an
affidavit  of that fact by the person  claiming the  certificate  of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his legal representative, to give the Bank a bond in such sum as
it may direct as  indemnity  against any claim that may be made against the Bank
with respect to the certificate alleged to have been lost, stolen, or destroyed.

         SECTION 8. Beneficial  Owners.  The Bank shall be entitled to recognize
the exclusive  right of a person  registered on its books as the owner of shares
to  receive  dividends,  and to vote as such  owner,  and  shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person,  whether or not the Bank shall have express or other notice
thereof, except as otherwise provided by law.


                                  ARTICLE VIII

                            Miscellaneous Provisions

          SECTION 1. Fiscal  Year.  The fiscal year of the Bank shall end on the
31st day of December of each year.

          SECTION  2.  Corporate  Governance  Procedures.   To  the  extent  not
inconsistent with applicable federal banking statutes,  the corporate governance
procedures of the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991,
as amended 1994, and as amended thereafter) will be followed.

          SECTION  3.  Indemnification.  The  Bank  may  make or  agree  to make
indemnification  payments to an  institution-affiliated  party, as defined at 12
U.S.C.  1813(u),  for an administrative  proceeding or civil action initiated by
any  federal  banking  agency,  that  are  reasonable  and  consistent  with the
requirements of 12 U.S.C. 1828(k) and its implementing regulations.


<PAGE>

         The Bank may indemnify an  institution-affiliated  party, as defined at
12 U.S.C.  1813(u),  for damages and  expenses,  including  the  advancement  of
expenses and legal fees,  in cases  involving an  administrative  proceeding  or
civil action not  initiated by a federal  banking  agency,  in  accordance  with
Delaware General  Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994,
and as amended thereafter),  provided such payments are consistent with safe and
sound banking practices.


                                   ARTICLE IX

                                    Dividends

         Subject to the provisions of the Articles of Association and applicable
law,  the board of  directors  may, at any regular or special  meeting,  declare
dividends on the Bank's  outstanding  capital  stock.  Dividends  may be paid in
cash, in property or in the Bank's own stock.


                                    ARTICLE X

                                 Corporate Seal

         The  corporate  seal of the Bank  shall be in such form as the board of
directors shall prescribe.


                                   ARTICLE XI

                                     Bylaws

         SECTION 1.        Amendments.

         The Bylaws may be amended,  altered, or repealed by action of the board
of directors.




Effective as of  July 15, 2003.