================================================================================












                           AMENDED AND RESTATED BYLAWS


                                       OF


                              CARVER BANCORP, INC.











================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

OFFICES.........................................................................
     Section 1.       Registered Office.........................................
     Section 2.       Additional Offices........................................

                                   ARTICLE II

STOCKHOLDERS          1
     Section 1.       Place of Meetings.........................................
     Section 2.       Annual Meetings...........................................
     Section 3.       Special meetings..........................................
     Section 4.       Notice of Meetings........................................
     Section 5.       Waiver of Notice..........................................
     Section 6.       Fixing of Record Date.....................................
     Section 7.       Quorum....................................................
     Section 8.       Conduct of Meetings.......................................
     Section 9.       Voting; Proxies...........................................
     Section 10.      Inspectors of Election....................................
     Section 11.      Procedure for Nominations.................................
     Section 12.      Substitution of Nominees..................................
     Section 13.      New Business..............................................

                                   ARTICLE III

CAPITAL STOCK         7
     Section 1.       Certificates of Stock.....................................
     Section 2.       Transfer Agent and Registrar..............................
     Section 3.       Registration and Transfer of Shares.......................
     Section 4.       Lost, Destroyed and Mutilated Certificates................
     Section 5.       Holder of Record..........................................

                                   ARTICLE IV

BOARD OF DIRECTORS    9
     Section 1.       Responsibilities; Number of Directors.....................
     Section 2.       Qualifications............................................
     Section 3.       Regular and Annual Meetings...............................
     Section 4.       Special Meetings..........................................
     Section 5.       Notice of Meetings; Waiver of Notice......................
     Section 6.       Conduct of Meetings.......................................
     Section 7.       Quorum and Voting Requirements............................
     Section 8.       Informal Action by Directors..............................
     Section 9.       Resignation...............................................
     Section 10.      Vacancies.................................................
     Section 11.      Compensation..............................................
     Section 12.      Amendments Concerning the Board...........................

                                    ARTICLE V

COMMITTEES            ..........................................................
     Section 1.       Standing Committees.......................................
     Section 2.       Executive Committee.......................................
     Section 3.       Finance and Audit Committee...............................
     Section 4.       Compensation Committee....................................
     Section 5.       Nominating/Corporate Governance Committee.................
     Section 6.       Asset Liability and Interest Rate Risk Committee..........
     Section 7.       Other Committees..........................................

                                   ARTICLE VI

OFFICERS              ..........................................................
     Section 1.       Number....................................................
     Section 2.       Term of Office and Removal................................
     Section 3.       Chairman of the Board.....................................
     Section 4.       President and Chief Executive Officer.....................
     Section 5.       Vice Presidents...........................................
     Section 6.       Secretary.................................................
     Section 7.       Comptroller...............................................
     Section 8.       Other Officers and Employees..............................
     Section 9.       Compensation of Officers and Employees....................

                                   ARTICLE VII

DIVIDENDS             ..........................................................

                                  ARTICLE VIII

AMENDMENTS            ..........................................................

<PAGE>

                                                                     EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                              CARVER BANCORP, INC.



                                    ARTICLE I

                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office of Carver Bancorp,
Inc. (the "Corporation") in the State of Delaware shall be in the City of
Wilmington, County of New Castle.

         SECTION 2. ADDITIONAL OFFICES. The Corporation may also have offices
and places of business at such other places, within or without the State of
Delaware, as the Board of Directors (the "Board") may from time to time
designate or the business of the Corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

         SECTION 1. PLACE OF MEETINGS. Meetings of stockholders of the
Corporation shall be held at such place, within or without the State of
Delaware, as may be fixed by the Board and designated in the notice of meeting.
If no place is so fixed, they shall be held at the principal administrative
office of the Corporation.

         SECTION 2. ANNUAL MEETINGS. The annual meeting of stockholders of the
Corporation for the election of directors and the transaction of any other
business which may properly come before such meeting shall be held each year on
a date and at a time to be designated by the Board.

         SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders, for any
purpose, may be called at any time only by the Chairman of the Board, the
President and Chief Executive Officer or by resolution of at least three-fourths
of the directors then in office. Special meetings shall be held on the date and
at the time and place as may be designated by the Board. At a special meeting,
no business shall be transacted and no corporate action shall be taken other
than that stated in the notice of meeting.

         SECTION 4. NOTICE OF MEETINGS. Except as otherwise required by law,
written notice stating the place, date and hour of any meeting of stockholders
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered to each stockholder of record entitled to
vote at such meeting, either personally or by mail not less than ten (10) nor
more than sixty (60) days before the date of such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the U.S. mail, with
postage thereon prepaid, addressed to the stockholder at his or her address as
it appears on the stock transfer books or records of the Corporation as of the
record date prescribed in Section 6 of this Article II, or at such other address
as the stockholder shall have furnished in writing to the Secretary. Notice of
any special meeting shall indicate that the notice is being issued by or at the
direction of the person or persons calling such meeting. When any meeting of
stockholders, either annual or special, is adjourned to another time or place,
no notice of the adjourned meeting need be given, other than an announcement at
the meeting at which such adjournment is taken giving the time and place to
which the meeting is adjourned; provided, however, that if the adjournment is
for more than thirty (30) days, or if after adjournment, the Board fixes a new
record dated for the adjourned meeting, notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         SECTION 5. WAIVER OF NOTICE. Notice of any annual or special meeting
need not be given to any stockholder who submits a signed waiver of notice of
any meeting, in person or by proxy or by his or her duly authorized
attorney-in-fact, whether before or after the meeting. The attendance of any
stockholder at a meeting, in person or by proxy, shall constitute a waiver of
notice by such stockholder, except where a stockholder attends a meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.

         SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or in order to
make a determination of stockholders for any other proper purpose, the Board
shall fix a date as the record date for any such determination of stockholders,
which date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board. Such date in any case shall be not more
than sixty (60) days and, in the case of a meeting of stockholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of stockholders is to be taken. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this Section 6, such determination shall, unless otherwise provided
by the Board, also apply to any adjournment thereof. If no record date is fixed,
(a) the record date for determining stockholders entitled to notice of or vote
at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which the notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held, and (b) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

         SECTION 7. QUORUM. The holders of record of a majority of the total
number of votes eligible to be cast in the election of directors generally by
the holders of the outstanding shares of the capital stock of the Corporation
entitled to vote thereat, represented in person or by proxy, shall constitute a
quorum for the transaction of business at a meeting of stockholders, except as
otherwise provided by law, these Bylaws or the Certificate of Incorporation. If
less than a majority of such total number of votes are represented at a meeting,
a majority of the number of votes so represented may adjourn the meeting from
time to time without further notice, PROVIDED, that if such adjournment is for
more than thirty days, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. At such adjourned meeting
at which a quorum is present, any business may be transacted that might have
been transacted at the meeting as originally called. When a quorum is once
present to organize a meeting of stockholders, such quorum is not broken by the
subsequent withdrawal of any stockholders.

         SECTION 8. CONDUCT OF MEETINGS. The Chairman of the Board shall serve
as chairman at all meetings of the stockholders. If the Chairman of the Board is
absent or otherwise unable to so serve, the President and Chief Executive
Officer shall serve as chairman at any meeting of stockholders held in such
absence. If both the Chairman of the Board and the President and Chief Executive
Officer are absent or otherwise unable to serve, such other person as shall be
appointed by the Board of Directors shall serve as chairman at any meeting of
stockholders held in such absence. The Secretary or, in his or her absence, such
other person as the chairman of the meeting shall appoint, shall serve as
secretary of the meeting. The chairman of the meeting shall conduct all meetings
of the stockholders in accordance with the best interests of the Corporation and
shall have the authority and discretion to establish reasonable procedural rules
for the conduct of such meetings, including such regulation of the manner of
voting and the conduct of discussion as he or she shall deem appropriate.

         SECTION 9. VOTING; PROXIES. Each stockholder entitled to vote at any
meeting may vote either in person or by proxy. Unless otherwise specified in the
Certificate of Incorporation or in a resolution, or resolutions, of the Board
providing for the issuance of preferred stock, each stockholder entitled to vote
shall be entitled to one vote for each share of capital stock registered in his
or her name on the transfer books or records of the Corporation. Each
stockholder entitled to vote may authorize another person or persons to act for
him or her by proxy. All proxies shall be in writing, signed by the stockholder
or by his or her duly authorized attorney-in-fact, and shall be filed with the
Secretary before being voted. No proxy shall be valid after three (3) years from
the date of its execution unless otherwise provided in the proxy. The attendance
at any meeting by a stockholder who shall have previously given a proxy
applicable thereto shall not, as such, have the effect of revoking the proxy.
The Corporation may treat any duly executed proxy as not revoked and in full
force and effect until it receives a duly executed instrument revoking it, or a
duly executed proxy bearing a later date. If ownership of a share of voting
stock of the Corporation stands in the name of two or more persons, in the
absence of written directions to the Corporation to the contrary, any one or
more of such stockholders may cast all votes to which such ownership is
entitled. If an attempt is made to cast conflicting votes by the several persons
in whose names shares of stock stand, the vote or votes to which those persons
are entitled shall be cast as directed by a majority of those holding such stock
and present at such meeting. If such conflicting votes are evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the persons so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the Court. Except for the election of directors or as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, at all
meetings of stockholders, all matters shall be determined by a vote of the
holders of a majority of the number of votes eligible to be cast by the holders
of the outstanding shares of capital stock of the Corporation present and
entitled to vote thereat. Directors shall, except as otherwise required by law,
these Bylaws or the Certificate of Incorporation, be elected by a plurality of
the votes cast by each class of shares entitled to vote at a meeting of
stockholders, present and entitled to vote in the election.

         SECTION 10. INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board shall appoint one or more persons, other than officers,
directors or nominees for office, as inspectors of election to act at such
meeting or any adjournment thereof. Such appointment shall not be altered at the
meeting. If inspectors of election are not so appointed, the chairman of the
meeting shall make such appointment at the meeting. If any person appointed as
inspector fails to appear or fails or refuses to act at the meeting, the vacancy
so created may be filled by the appointment by the Board in advance of the
meeting or at the meeting by the chairman of the meeting. The duties of the
inspectors of the elections shall include determining the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, receiving votes,
ballots or consents, hearing and deciding all challenges and questions arising
in connection with the right to vote, counting and tabulating all votes, ballots
or consents, determining the results, and doing such acts as are proper to the
conduct of the election or the vote with fairness to all stockholders. Any
report or certificate made by them shall be PRIMA FACIE evidence of the facts
stated and of the vote as certified by them. Each inspector shall be entitled to
a reasonable compensation for his or her services, to be paid by the
Corporation.

         SECTION 11. PROCEDURE FOR NOMINATIONS. Subject to the provisions
hereof, the Nominating/Corporate Governance Committee of the Board shall select
nominees for election as directors. Except in the case of a nominee substituted
as a result of the death, incapacity, withdrawal or other inability to serve of
a nominee, the Nominating/Corporate Governance Committee shall deliver written
nominations to the Secretary at least sixty (60) days prior to the date of the
annual meeting. Provided the Nominating/Corporate Governance Committee makes
such nominations, no nominations for directors except those made by the
Nominating/Corporate Governance Committee shall be voted upon at the annual
meeting of stockholders unless other nominations by stockholders are made in
accordance with the provisions of this Section 11. Nominations of individuals
for election to the Board at a meeting of stockholders may be made by any
stockholder of record of the Corporation entitled to vote for the election of
directors at such meeting who provides timely notice in writing to the Secretary
as set forth in this Section 11. To be timely, a stockholder's notice must be
delivered to or received by the Secretary not later than the following dates:
(i) with respect to an election of directors to be held at an annual meeting of
stockholders, sixty (60) days in advance of such meeting if such meeting is to
be held on a day which is within thirty (30) days preceding the anniversary of
the previous year's annual meeting, or ninety (90) days in advance of such
meeting if such meeting is to held on or after the anniversary of the previous
year's annual meeting; and (ii) with respect to an election to be held at an
annual meeting of stockholders held at a time other than within the time periods
set forth in the immediately held clause (i), or at a special meeting of
stockholders for the election of directors, the close of business on the tenth
(10th) day following the date on which notice of such meeting is first given to
stockholders. For purposes of this Section 11, notice shall be deemed to first
be given to stockholders when disclosure of such date of the meeting of
stockholders is first made in a press release reported to Dow Jones News
Services, Associated Press or comparable national news service, or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended. Such stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of such person, (ii)
the principal occupation or employment of such person, (iii) such person's
written consent to serve as a director, if elected, and (iv) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission (whether or not the Corporation is
then subject to such rules); and (b) as to the stockholder giving the notice (i)
the name and address of such stockholder, (ii) the class and number of shares of
the Corporation which are owned of record by such stockholder and the dates upon
which he or she acquired such shares, (iii) a description of all arrangement or
understandings between the stockholder and nominee and any other person or
persons (naming such person or person) pursuant to which the nominations are to
be made by the stockholder, and (iv) the identification of any person employed,
retained, or to be compensated by the stockholder submitting the nomination or
by the person nominated, or any person acting on his or her behalf to make
solicitations or recommendations to stockholders for the purpose of assisting in
the election of such director, and a brief description of the terms of such
employment, retainer or arrangement for compensation. At the request of the
Board, any person nominated by the Board for election as a director shall
furnish to the Secretary that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee together with
the required written consent. No person shall be elected as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 11.

         The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not properly brought before the
meeting in accordance with the provisions hereof and, if he or she should so
determine, he or she shall declare to the meeting that such nomination was not
properly brought before the meeting and shall not be considered.

         SECTION 12. SUBSTITUTION OF NOMINEES. In the event that a person is
validly designated as a nominee in accordance with Section 11 of this Article II
and shall thereafter becoming unwilling or unable to stand for election to the
Board, the Nominating/Corporate Governance Committee may designate a substitute
nominee upon delivery, not fewer than five (5) days prior to the date of the
meeting for the election of such nominee, of a written notice to the Secretary
setting forth such information regarding such substitute nominee as would have
been required to be delivered to the Secretary pursuant to Section 11 of this
Article II had such substitute nominee been initially proposed as a nominee.
Such notice shall include a signed consent to serve as a director of the
Corporation, if elected, of each substituted nominee.

         SECTION 13. NEW BUSINESS. Any new business to be taken up at the annual
meeting at the request of the Chairman of the Board, the President and Chief
Executive Officer or by resolution of at least three-fourths of the directors
then in office shall be stated in writing and filed with the Secretary at least
fifteen (15) days before the date of the annual meeting, and all business so
stated, proposed and filed shall be considered at the annual meeting, but,
except as provided in this Section 13, no other proposal shall be acted upon at
the annual meeting. Any proposal offered by any stockholder may be made at the
annual meeting and the same may be discussed and considered, but unless properly
brought before the meeting such proposal shall not be acted upon at the meeting.
For a proposal to be properly brought before an annual meeting by a stockholder,
the stockholder must be a stockholder of record and have given timely notice
thereof in writing to the Secretary. To be timely, a stockholder's notice must
be delivered to or received by the Secretary not later than the following dates:
(i) with respect to an annual meeting of stockholders, sixty (60) days in
advance of such meeting if such meeting is to be held on a day which is within
thirty (30) days preceding the anniversary of the previous year's annual
meeting, or ninety (90) days in advance of such meeting if such meeting is to be
held on or after the anniversary of the previous year's annual meeting; and (ii)
with respect to an annual meeting of stockholders held at a time other than
within the time periods set forth in the immediately preceding clause (i), the
close of business on the tenth (10th) day following the date on which notice of
such meeting is first given to stockholders. For purposes of this Section 13,
notice shall be deemed to first be given to stockholders when disclosure of such
date of the meeting of stockholders is first made in a press release reported to
Dow Jones News Services, Associated Press or comparable national news service,
or in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14, or 15(d) of the Securities
Exchange Act of 1934, as amended. A stockholder's notice to the Secretary shall
set forth as to the matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the proposal desired to be brought before the
annual meeting; (b) the name and address of the stockholder proposing such
business; (c) the class and number of shares of the Corporation which are owned
of record by the stockholder and the dates upon which he or she acquired such
shares; (d) the identification of any person employed, retained, or to be
compensated by the stockholder submitting the proposal, or any person acting on
his or her behalf, to make solicitations or recommendations to stockholders for
the purpose of assisting in the passage of such proposal, and a brief
description of the terms of such employment, retainer or arrangement for
compensation; and (e) such other information regarding such proposal as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission or required to be delivered to the
Corporation pursuant to the proxy rules of the Securities and Exchange
Commission (whether or not the Corporation is then subject to such rules). This
provision shall not prevent the consideration and approval or disapproval at an
annual meeting of reports of officers, directors and committees of the Board or
the management of the Corporation, but in connection with such reports, no new
business shall be acted upon at such annual meeting unless stated and filed as
herein provided. This provision shall not constitute a waiver of any right of
the Corporation under the proxy rules of the Securities and Exchange Commission
or any other rule or regulation to omit a stockholder's proposal from the
Corporation's proxy materials.

         The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that any new business was not properly brought before the
meeting in accordance with the provisions hereof and, if he or she should so
determine, he or she shall declare to the meeting that such new business was not
properly brought before the meeting and shall not be considered.



                                   ARTICLE III

                                  CAPITAL STOCK



         SECTION 1. CERTIFICATES OF STOCK. Certificates representing shares of
stock shall be in such form as shall be determined by the Board. Each
certificate shall state that the Corporation will furnish to any stockholder
upon request and without charge a statement of the powers, designations,
preferences and relative, participating, optional or other special rights of the
shares of each class or series of stock and the qualifications or restrictions
of such preferences and/or rights, or shall set forth such statement on the
certificate itself. The certificates shall be numbered in the order of their
issue and entered in the books of the Corporation or its transfer agent or
agents as they are issued. Each certificate shall state the registered holder's
name and the number and class of shares, and shall be signed by the Chairman of
the Board or the President and Chief Executive Officer, and the Secretary or any
Assistant Secretary, and may, but need not, bear the seal of the Corporation or
a facsimile thereof. Any or all of the signatures on the certificates may be
facsimiles. In case any officer who shall have signed any such certificate shall
cease to be such officer of the Corporation, whether because of death,
resignation or otherwise, before such certificate shall have been delivered by
the Corporation, such certificate may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates had not ceased to be such officer or officers of the
Corporation.

         SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board shall have the power
to appoint one or more Transfer Agents and Registrars for the transfer and
registration of certificates of stock of any class, and may require that stock
certificates be countersigned and registered by one or more of such Transfer
Agents and Registrars.

         SECTION 3. REGISTRATIONS AND TRANSFER OF SHARES. Subject to the
provisions of the Certificate of Incorporation of the Corporation, the name of
each person owning a share of the capital stock of the Corporation shall be
entered on the books of the Corporation together with the number of shares held
by him or her, the numbers of the certificates covering such shares and the
dates of issue of such certificates. Subject to the provisions of the
Certificate of Incorporation of the Corporation, the shares of stock of the
Corporation shall be transferable on the books of the Corporation by the holders
thereof in person, or by their duly authorized attorney or legal
representatives, on surrender and cancellation of certificates for a like number
of shares, accompanied by an assignment or power of transfer endorsed thereon or
attached thereto, duly executed, with such guarantee or proof of the
authenticity of the signature as the Corporation or its agents may reasonably
required and with proper evidence of payment of any applicable transfer taxes.
Subject to the provisions of the Certificate of Incorporation of the
Corporation, a record shall be made of each transfer.

         SECTION 4. LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any shares of stock of the Corporation shall immediately notify the Corporation
of any loss, theft, destruction or mutilation of the certificates therefor. The
Corporation may issue, or cause to be issued, a new certificate of stock in the
place of any certificate theretofore issued by it alleged to have been lost,
stolen or destroyed upon evidence satisfactory to the Corporation of the loss,
theft or destruction of the certificate, and in the case of mutilation, the
surrender of the mutilated certificate. The Corporation may, in its discretion,
require the owner of the lost, stolen or destroyed certificate, or his or her
legal representatives, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft, destruction or mutilation of any such certificate and the issuance of
such new certificate, or may refer such owner to such remedy or remedies as he
or she may have under the laws of the State of Delaware.

         SECTION 5. HOLDER OF RECORD. Subject to the provisions of the
Certificate of Incorporation of the Corporation, the Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder thereof in fact 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 it shall have express or other notice thereof, except as
otherwise expressly provided by law.







                                   ARTICLE IV

                               BOARD OF DIRECTORS

         SECTION 1. RESPONSIBILITIES; NUMBER OF DIRECTORS. The business and
affairs of the Corporation shall be under the direction of the Board. The Board
shall consist of not less than five (5) nor more than fifteen (15) directors.
Within the foregoing limits, the number of directors shall be determined only by
resolution of the Board. A minimum of three (3) directors shall be persons other
than officers or employees of the Corporation or its subsidiaries and shall not
have a relationship which, in the opinion of the Board (exclusive of such
persons), could interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. No more than two directors shall be
officers or employees of the Corporation or its subsidiaries.

         SECTION 2. QUALIFICATIONS. Each director shall be at least eighteen
(18) years of age.

         SECTION 3. REGULAR AND ANNUAL MEETINGS. An annual meeting of the Board
for the election of officers shall be held, without notice other than these
Bylaws, immediately after, and at the same place as, the annual meeting of the
stockholders, or, with notice, at such other time or place as the Board may fix
by resolution. The Board may provide, by resolution, the time and place, within
or without the State of Delaware, for the holding of regular meetings of the
Board without notice other than such resolution.

         SECTION 4. SPECIAL MEETINGS. Special meetings of the Board may be
called for any purpose at any time by or at the request of the Chairman of the
Board or the President and Chief Executive Officer. Special meetings of the
Board shall also be called by the Secretary upon the written request, stating
the purpose or the purposes of the meeting, of at least sixty percent (60%) of
the directors then in office, but in any event not less than (5) directors. The
persons authorized to call special meetings of the Board shall give notice of
such meetings in the manner prescribed by these Bylaws and may fix any place,
within or without the Corporation's regular business area, as the place for
holding any special meeting of the Board called by such persons. No business
shall be conducted at a special meeting other than that specified in the notice
of meeting.

         SECTION 5. NOTICE OF MEETINGS; WAIVER OF NOTICE. Except as otherwise
provide in Section 4 of this Article IV, at least twenty-four (24) hours notice
of meetings shall be given to each director if given in person, by same-day
courier or by telephone, telegraph, telex, facsimile or other electronic
transmission and at least five (5) days notice of meetings shall be given if
given in writing and delivered by courier (other than same-day) or by postage
prepaid mail. The purpose of any special meeting shall be stated in the notice.
Such notice shall be deemed given when sent or given to any mail or courier
service (other than same-day) or company providing electronic transmission
service. Any director may waive notice of any meeting by submitting a signed
waiver of notice with the Secretary, whether before or after the meeting. 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 at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.

         SECTION 6. CONDUCT OF MEETINGS. Meetings of the Board shall be presided
over by the Chairman of the Board or such other director or officer as the
Chairman of the Board shall designate, and in the absence or incapacity of the
Chairman of the Board, the presiding officer shall be the President and Chief
Executive Officer. In the absence or disability of both the Chairman of the
Board and the President and Chief Executive Officer, a majority of the entire
Board shall designate a director or officer who shall preside over meetings of
the Board. The Secretary or, in his or her absence, a person appointed by the
Chairman of the Board (or other presiding person), shall act as secretary of the
meeting. The Chairman of the Board (or other person presiding) shall conduct all
meetings of the Board in accordance with the best interests of the Corporation
and shall have the authority and discretion to establish reasonable procedural
rules for the conduct of Board meetings. At the discretion of the Chairman of
the Board, any one or more directors may participate in a meeting of the Board
or a committee of the Board by means of a conference telephone or similar
communications equipment allowing all person participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at any such meeting.

         SECTION 7. QUORUM AND VOTING REQUIREMENTS. A quorum at any meeting of
the Board shall consist of not less than a majority of the directors then in
office or such greater number as shall be required by law, these Bylaws or
Certificate of Incorporation, but not less than one-third (1/3) of the total
number. If less than a required quorum is present, the majority of those
directors present shall adjourn the meeting to another time and place without
further notice. At such adjourned meeting at which a quorum shall be
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, a majority vote of the directors
present at a meeting, if a quorum is present, shall constitute an act of the
Board.

         SECTION 8. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

         SECTION 9. RESIGNATION. Any director may resign at any time by sending
a written notice of such resignation to the principal office of the Corporation
addressed to the Chairman of the Board or the President and Chief Executive
Officer. Unless otherwise specified therein, such resignation shall take effect
upon receipt thereof.

         SECTION 10. VACANCIES. To the extent not inconsistent with the
Certificate of Incorporation and subject to the limitations prescribed by law
and the rights of holders of Preferred Stock, vacancies in the office of
director, including vacancies created by newly created directorships resulting
from an increase in the number of directors, shall be filled only by a vote of a
majority of the directors then holding office, whether or not a quorum, at any
regular or special meeting of the Board called for that purpose. Subject to the
rights of holders of Preferred Stock, no person shall be so elected a director
unless nominated by the Nominating/Corporate Governance Committee. Subject to
the rights of holders of Preferred Stock, any director so elected shall serve
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until his or her successor
shall be elected and qualified.

         SECTION 11. COMPENSATION. From time to time, as the Board deems
necessary, the Board shall fix the compensation of directors and officers of the
Corporation in such one or more forms as the Board may determine.

         SECTION 12. AMENDMENTS CONCERNING THE BOARD. The number of directors
and other restrictions and qualifications for directors of the Corporation as
set forth in these Bylaws may be altered only by a vote, in addition to any vote
required by law, of two-thirds of the entire Board or by the affirmative vote of
the holders of record of not less than eighty percent (80%) of the total votes
eligible to be cast by holders of all outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors at a meeting
of the stockholders for that purpose.



                                    ARTICLE V

                                   COMMITTEES

         SECTION 1. STANDING COMMITTEES. At each annual meeting of the Board,
upon recommendation by the Chairman of the Board, the directors shall designate
from their own number, by resolution, the following committees:

         (a) Executive Committee

         (b) Finance and Audit Committee

         (c) Compensation Committee

         (d) Nominating/Corporate Governance Committee

         (e) Asset Liability and Interest Rate Risk Committee

which shall be standing committees of the Board. The Chairman of the Board shall
appoint a director to fill any vacancy on any committee of the Board. The
members of the committees shall serve at the pleasure of the Board.

         SECTION 2. EXECUTIVE COMMITTEE. There shall be an Executive Committee
of the Board, consisting of at least four (4) members, as shall be appointed by
Board resolution or these Bylaws. The President and Chief Executive Officer and
the Secretary shall be ex-officio members of the Executive Committee, with power
to vote on all matters so long as they are also directors of the Corporation.
Three (3) members of the Executive Committee, at least two (2) of whom must be
non-officer directors, or such other number of members as the Board of Directors
may establish by resolution, shall constitute a quorum for the transaction of
business. The vote of a majority of members present at any meeting including the
presiding member, who shall be eligible to vote, shall constitute the action of
the Executive Committee.

         The President and Chief Executive Officer shall serve as chairman of
the Executive Committee, so long as he or she is a director. In the absence of
the chairman of the Executive Committee, the committee shall designate, from
among its membership present, a person to preside at any meeting held in such
absence. The Executive Committee shall designate, from its membership or
otherwise, a secretary who shall report to the Board at its next regular meeting
all proceedings and actions taken by the Executive Committee. The Executive
Committee shall meet as necessary at the call of the Chairman of the Board, the
President and Chief Executive Officer or at the call of a majority of the
members of the Executive Committee.

         The Executive Committee shall, to the extent not inconsistent with law,
these Bylaws, the Certificate of Incorporation, and resolutions adopted by the
Board, exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation in the intervals between the
meetings of the Board.

         SECTION 3. FINANCE AND AUDIT COMMITTEE. The Finance and Audit Committee
shall consist of at least three (3) members whose background and experience are
financial and/or business management related, none of whom shall be an officer
or salaried employee of the Corporation or its subsidiaries, an attorney who
receives a fee or other compensation for legal services rendered to the
Corporation or any other individual having a relationship which, in the opinion
of the Board, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. At any regular meeting of the
Board, any director who is otherwise eligible to serve on the Finance and Audit
Committee may be elected to fill a vacancy that has occurred on the Finance and
Audit Committee. The Chairman of the Board shall designate one member of the
committee to serve as chairman of the committee.

         The Finance and Audit Committee shall meet at least four times
annually, at the call of the chairman of the committee and may hold such
additional meetings as the chairman of the committee may deem necessary, to
examine, or cause to be examined, the records and affairs of the Corporation to
determine its true financial condition, and shall present a report of
examination to the Board at the Board's next regular meeting following the
meeting of the Finance and Audit Committee. The committee shall have such other
duties and responsibilities as are set forth in a written charter adopted by the
Board. The committee shall appoint, from its membership or otherwise, a
secretary who shall cause to be kept written minutes of all meetings of the
committee. A quorum shall consist of at least one-third of the members of the
committee, and in no event less than three (3) members of the committee. The
vote of a majority of members present at any meeting including the presiding
member, who shall be eligible to vote, shall constitute the action of the
Finance and Audit Committee.

         The Finance and Audit Committee shall make, or cause to be made, such
other examinations as it may deem advisable or whenever so directed by the Board
and shall report thereon in writing at a regular meeting of the Board. The
Finance and Audit Committee shall employ accountants and independent auditors
and arrange for such other assistance as it may deem necessary or desirable. The
Finance and Audit committee shall review and evaluate the procedures and
performance of the Corporation's internal auditing staff.

         SECTION 4. COMPENSATION COMMITTEE. The Compensation Committee shall
consist of at least two (2) members, none of whom shall be an officer or
salaried employee of the Corporation or its subsidiaries as shall be appointed
by Board resolution or these Bylaws. The Chairman of the Board shall designate
one member of the committee to serve as chairman of the Compensation Committee,
who shall have the authority to adopt and establish procedural rules for the
conduct of all meetings of the committee.

         The committee shall meet annually at the call of the chairman of the
committee, and may hold such additional meetings as the Chairman of the Board
may deem necessary. A quorum shall consist of at least one-third of the voting
members of the Committee, and in no event less than two (2) voting members of
the committee. The vote of a majority of the voting members present at any
meeting, including the chairman of the committee who shall be eligible to vote,
shall constitute the action of the Compensation Committee. The committee shall
appoint, from its membership or otherwise, a secretary who shall cause to be
kept written minutes of the committee.

         The Compensation Committee shall be responsible for overseeing the
development, implementation and conduct of the Corporation's employment and
personnel policies, notices and procedures, including the administration of the
Corporation's compensation and benefit programs, and shall have such other
duties and responsibilities as are set forth in a written charter adopted by the
Board.

         SECTION 5. NOMINATING/CORPORATE GOVERNANCE COMMITTEE. The
Nominating/Corporate Governance Committee shall consist of at least two (2)
members, none of whom shall be an officer or salaried employee of the
Corporation or its subsidiaries as shall be appointed by Board resolutions or
these Bylaws. Notwithstanding the foregoing, no director shall serve on the
Nominating/Corporate Governance Committee in any capacity in any year during
which such director's term as a director is scheduled to expire. A quorum shall
consist of at least one-third of the members of the Committee, and in no event
less than two (2) members of the committee. The vote of a majority of members
present at any meeting including the presiding member, who shall be eligible to
vote, shall constitute the action of the Nominating/Corporate Governance
Committee.

         The Nominating/Corporate Governance Committee shall review
qualifications of and interview candidates for the Board, shall make nominations
for election of board members in accordance with the provisions of these Bylaws,
in relation to those nominations, to the Board, and shall have such other duties
and responsibilities as are set forth in a written charter adopted by the Board.
The Chairman of the Board shall designate one member of the Committee to serve
as chairman of the Nominating/Corporate Governance Committee.

         SECTION 6. ASSET LIABILITY AND INTEREST RATE RISK COMMITTEE. The Asset
Liability and Interest Rate Risk Committee shall consist of at least three (3)
members, as shall be appointed by Board resolutions or these Bylaws. At any
regular meeting of the Board, any director who is otherwise eligible to serve on
the Asset Liability and Interest Rate Risk Committee may be elected to fill a
vacancy that has occurred on the Asset Liability and Interest Rate Risk
Committee. The Chairman of the Board shall designate one member of the committee
to serve as chairman of the committee.

         The Asset Liability and Interest Rate Risk Committee shall meet
annually, at the call of the chairman of the committee and may hold such
additional meetings as the chairman of the committee may deem necessary, to
examine, or cause to be examined, the records and affairs of the Corporation to
review and monitor its activities relating to asset/liability management and
interest rate risk, and shall present a report of examination to the Board at
the Board's next regular meeting following the meeting of the Asset Liability
and Interest Rate Risk Committee. The committee shall have such other duties and
responsibilities as are set forth in the Asset/Liability Management and Interest
Rate Risk Policy as adopted by the Board. The committee shall appoint, from its
membership or otherwise, a secretary who shall cause to be kept written minutes
of all meetings of the committee. A quorum shall consist of at least one-third
of the members of the committee, and in no event less than three (3) members of
the committee. The vote of a majority of members present at any meeting
including the presiding member, who shall be eligible to vote, shall constitute
the action of the Asset Liability and Interest Rate Risk Committee.

         SECTION 7. OTHER COMMITTEES. The Board may by resolution authorize such
other committees as from time to time it may deem necessary or appropriate for
the conduct of the business of the Corporation. The members of each committee so
authorized shall be appointed by the Board from members of the Board and/or
employees of the Corporation. In addition, the President and Chief Executive
Officer and the Secretary (so long as the Secretary is also a director of the
Corporation) shall be ex-officio members of each such committee. Each such
committee shall exercise such powers as may be assigned by the Board to the
extent not inconsistent with law, these Bylaws, the Certificate of
Incorporation, or resolutions of the Board.



                                   ARTICLE VI

                                    OFFICERS

         SECTION 1. NUMBER. The Board shall, at each annual meeting, elect a
Chairman of the Board, a President and Chief Executive Officer, a Secretary and
may elect a Vice Chairman and such other officers of the Board from time to time
may deem necessary or the business of the Corporation may require. Any number of
offices may be held by the same person except that no person may simultaneously
hold the offices of President and Chief Executive Officer and Secretary.

         The election of all officers shall be by a majority of the directors
then in office. If such election is not held at the meeting held annually for
the election of officers, such officers may be so elected at any subsequent
regular meeting or at a special meeting called for that purpose, in the same
manner above provided. Each person elected shall have such authority, bear such
title and perform such duties as provided in these Bylaws and as the Board may
prescribe from time to time. All officers elected or appointed by the Board
shall assume their duties immediately upon their election and shall hold office
at the pleasure of the Board. Whenever a vacancy occurs among the officers, it
may be filled at any regular or special meeting called for that purpose, in the
same manner as above provided.

         SECTION 2. TERM OF OFFICE AND REMOVAL. Each officer shall serve until
his or her successor is elected and duly qualified, the office is abolished, or
he or she is removed. Except for the Chairman of the Board, the President and
the Chief Executive Officer, any officer may be removed at any regular meeting
of the Board with or without cause by an affirmative vote of a majority of the
directors then in office. The Board may remove the Chairman of the Board or the
President and Chief Executive Officer at any time, with or without cause, only
by a vote of two-thirds of the non-officer directors then holding office at any
regular or special meeting of the Board called for that purpose.

         SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders; preside at all meetings of the
Board; make recommendations to the Board regarding appointments to all
committees, including chairmanships; and sign instruments in the name of the
Corporation.

         In the absence or disability of the Chairman of the Board, the
President and Chief Executive Officer shall exercise the powers and perform the
duties which otherwise would fall upon the Chairman of the Board. In the absence
or disability of both the Chairman of the Board and the President and Chief
Executive Officer, a majority of the Board shall designate a person who shall
exercise the powers and perform the duties which otherwise would fall upon the
Chairman of the Board.

         SECTION 4. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President shall
be the Chief Executive Officer of the Corporation and shall, subject to the
direction of the Board, oversee all the major activities of the Corporation and
its subsidiaries and be responsible for assuring that the policy decisions of
the Board are implemented as formulated. The President and Chief Executive
Officer shall be responsible, in consultation with such officers and members of
the Board, as he or she deems appropriate, for planning the growth of the
Corporation. The President and Chief Executive Officer shall be responsible for
stockholder relations and relations with investment bankers or other similar
financial institutions, and shall be empowered to designate officers of the
Corporation and its subsidiaries to assist in such activities. The President and
Chief Executive Officer shall be principally responsible for exploring and
reporting to the Board all opportunities for mergers, acquisitions and new
business. The President and Chief Executive Officer, under authority given to
him or her, shall have the authority to sign instruments in the name of the
Corporation. The President and Chief Executive Officer shall have general
supervision and direction of all of the Corporation's officers and personnel,
subject to and consistent with policies enunciated by the Board. The President
and Chief Executive Officer shall have such other powers as may be assigned to
him or her by the Board or its committees.

         SECTION 5. VICE PRESIDENTS. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents may be appointed by the Board of Directors to
perform such duties as may be prescribed by these Bylaws, the Board or the
President and Chief Executive Officer as permitted by the Board.

         SECTION 6. SECRETARY. The Secretary shall attend all meetings of the
Board and of the stockholders, and shall record, or cause to be recorded, all
votes and minutes of all proceedings of the Board and of the stockholders in a
book or books to be kept for that purpose. The Secretary shall perform such
executive and administrative duties as may be assigned by the Board, the
Chairman of the Board or the President and Chief Executive Officer. The
Secretary shall have charge of the seal of the Corporation, shall submit such
reports and statements as may be required by law or by the Board, shall conduct
all correspondence relating to the Board and its proceedings and shall have such
other powers and duties as are generally incident to the office of Secretary and
as may be assigned to him or her by the Board, the Chairman of the Board or the
President and Chief Executive Officer.

         SECTION 7. COMPTROLLER. The Comptroller shall be the chief accounting
officer of the Corporation and shall be responsible for the maintenance of
adequate systems and records. The Comptroller shall also be treasurer of the
Corporation and shall keep a record of all assets, liabilities, receipts,
disbursements, and other financial transactions, and shall see that all
expenditures are made in accordance with procedures duly established from time
to time by the Board. The Comptroller shall make such reports as may be required
by the Board or as are required by law.

         SECTION 8. OTHER OFFICERS AND EMPLOYEES. Other officers and employees
appointed by the Board shall have such authority and shall perform such duties
as may be assigned to them, from time to time, by the Board or the President and
Chief Executive Officer.

         SECTION 9. COMPENSATION OF OFFICERS AND OTHERS. The compensation of all
officers and employees shall be fixed from time to time by the Board, or by any
committee or officer authorized by the Board to do so, upon the recommendation
and report by the Compensation Committee. The compensation of agents shall be
fixed by the Board, or by any committee or officer authorized by the Board to do
so, upon the recommendation and report of the Compensation Committee.



                                   ARTICLE VII

                                    DIVIDENDS

         The Board shall have the power, subject to the provisions of law and
the requirements of the Certificate of Incorporation, to declare and pay
dividends out of surplus (or, if no surplus exists, out of net profits of the
Corporation, for the fiscal year in which the dividend is declared and/or the
preceding fiscal year, except where there is an impairment of capital stock), to
pay such dividends to the stockholders in cash, in property, or in shares of the
capital stock of the Corporation, and to fix the date or dates for the payment
of such dividends.



                                  ARTICLE VIII

                                   AMENDMENTS

         These Bylaws, except as provided by applicable law or the Certificate
of Incorporation, or as otherwise set forth in these Bylaws, may be amended or
repealed at any regular meeting of the entire Board by the vote of two-thirds of
the Board; provided, however, that (a) a notice specifying the change or
amendment shall have been given at a previous regular meeting and entered in the
minutes of the Board; (b) a written statement describing the change or amendment
shall be made in the notice mailed to the directors of the meeting at which the
change or amendment shall be acted upon; and (c) any Bylaw made by the Board may
be altered, amended, rescinded, or repealed by the holders of the shares of
capital stock entitled to vote thereon at any annual meeting or at any special
meeting called for that purpose in accordance with the percentage requirements
set forth in the Certificate of Incorporation and/or these Bylaws.
Notwithstanding the foregoing, any provision of these Bylaws that contains a
supermajority voting requirement shall only be altered, amended, rescinded, or
repealed by a vote of the Board or holders of capital stock entitled to vote
thereon that is not less than the supermajority specified in such provision.