AMENDED AND RESTATED
BYLAWS
 
 
 OF
 
 
 DIME COMMUNITY BANCSHARES,
INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Adopted
on December 14, 1995
 Amended
and Restated on March 19, 2009
 
 
 
 
 
 
 
  
  
 TABLE OF CONTENTS
 
 PageARTICLE
IOFFICESSection
      1. Registered Office
              1Section
      2. Additional Offices
              1ARTICLE
    IISHAREHOLDERSSection
      1. Place of Meetings
              1Section
      2. Annual Meetings
              1Section
      3. Special Meetings
              1Section
      4. Notice of Meetings
              1Section
      5. Waiver of Notice
              2Section
      6. Fixing of Record Date
              2Section
      7. Quorum
              2Section
      8. Conduct of Meetings
              2Section
      9. Voting; Proxies
              3Section
      10. Inspectors of Election
              3Section
      11. Procedure for Nominations
              4Section
      12. Substitution of Nominees
              5Section
      13. New Business
              5ARTICLE
    IIICAPITAL
      STOCKSection
      1. Certificates of Stock
              6Section
      2. Transfer Agent and Registrar
              6Section
      3. Registration and Transfer of Shares
              6Section
      4. Lost, Destroyed and Mutilated Certificates
              7Section
      5. Holder of Record
              7ARTICLE
    IVBOARD OF
      DIRECTORSSection
      1. Responsibilities; Number of Directors
              7Section
      2. Qualifications
              7Section
      3. Mandatory Retirement
              7Section
      4. Regular and Annual Meetings
              7Section
      5. Special Meetings
              7Section
      6. Notice of Meetings; Waiver of Notice
              8
  
  
 PageSection
      7. Conduct of Meetings
              8Section
      8. Quorum and Voting Requirements
              8Section
      9. Informal Action by Directors
              8Section
      10. Resignation
              9Section
      11. Vacancies
              9Section
      12. Compensation
              9Section
      13. Amendments Concerning the Board
              9ARTICLE
VCOMMITTEESSection
      1. Standing Committees
              9Section
      2. Executive Committee
              9Section
      3. Audit Committee
              10Section
      4. Compensation Committee
              10Section
      5. Nominating Committee
              11Section
      6. Other Committees
              11ARTICLE
    VIOFFICERSSection
      1. Number
              11Section
      2. Term of Office and Removal
              12Section
      3. Chairman of the Board
              12Section
      4. President
              12Section
      5. Vice Presidents
              12Section
      6. Secretary
              12Section
      7. Chief Financial Officer
              13Section
      8. Comptroller
              13Section
      9. Treasurer
              13Section
      10. Other Officers and Employees
              13Section
      11. Compensation of Officers and Others
              13ARTICLE
    VIIDIVIDENDS
              13ARTICLE
    VIIIAMENDMENTS
              14
 
  
  
 BYLAWS
 
 OF
 
 DIME COMMUNITY BANCSHARES,
INC.
 
 
 
 ARTICLE I
 
 OFFICES
 
 Section  1.  Registered  Office.  The
registered office of Dime Community Bancshares, 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
 
 SHAREHOLDERS
 
 Section 1. Place Of
Meetings.Meetings
of  shareholders  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 shareholders 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 shareholders, for any
purpose, may be  called  at any time only by the Chairman of
the Board or by resolution of at least
three-fourths  of  the  entire  Board.  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 shareholders
and,  in  the  case  of  a  special  meeting,
the purpose or purposes  for  which the meeting is called,
shall be  delivered  to  each shareholder 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 shareholder 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 shareholder 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  shareholders,  either
annual
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  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 date for the adjourned
meeting, notice of the adjourned meeting shall be given to each shareholder 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 shareholder 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 shareholder at a meeting, in
person  or by proxy, shall
constitute  a  waiver  of  notice  by  such
shareholder, except  where  a shareholder 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 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 other
distribution or the allotment of any rights,  or  in order
to make a determination of shareholders for any other purpose, the Board shall
fix a date as the record date for any such determination of shareholders, 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 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 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 shareholders entitled  to notice of or vote at a meeting
of  shareholders  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 shareholders 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  shareholders,
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 shareholder  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
shareholders,  such  quorum is not broken by the subsequent
withdrawal of any shareholders.
 
 Section 8. Conduct Of
Meetings. The Chairman of the Board shall serve as chairman at all
meetings of the shareholders or, if the Chairman of the Board is
absent  or  otherwise  unable  to so
serve, the President shall  serve  as  chairman at
any meeting of shareholders  held  in  such
absence.  If both the Chairman of the Board and the President are
absent or otherwise unable to so  serve, such other person as shall be
appointed by a majority of the entire Board of Directors shall serve as chairman
at any meeting of shareholders  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
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  meeting
shall conduct all meetings of the shareholders 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 shareholder  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 shareholder 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 shareholder
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 shareholder 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
shareholder 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
shareholders 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 shareholders, 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 shareholders, present and entitled to vote in the
election.
 
 Section 10.  Inspectors of
Election.  In advance of any meeting of shareholders,
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 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
election 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
shareholders.   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.
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  Section   11.   Procedure  for  Nominations.   Subject  to  the
provisions hereof, the
Nominating  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  Committee shall deliver written nominations
to the Secretary at least sixty  (60)  days  prior
to the date of the annual meeting.  Provided the Nominating
Committee  makes such nominations,  no nominations for
directors except those made by the Nominating
Committee  shall  be  voted  upon  at  the  annual  meeting
of
shareholders  unless  other  nominations  by  shareholders  are  made  in
accordance  with  the  provisions  of  this  Section  11.  Nominations
of
individuals   for  election  to  the  Board  at  an  annual  meeting   of
shareholders may  be made by any shareholder 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
shareholder'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 shareholders, 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 election to be
held at an annual  meeting of shareholders held at a
time  other than within the time periods
set  forth  in  the  immediately
preceding  clause  (i),  or  at a
special meeting of shareholders 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
shareholders.  For purposes of this Section 11, notice shall be deemed
to first be given to
shareholders  when  disclosure  of  such  date  of  the
meeting  of shareholders 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  shareholder's
notice  shall  set  forth  (a)  as  to  each  person
whom the shareholder ,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
shareholder  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 shareholder giving the notice (i) the name
and address of  such  shareholder, (ii) the class and number
of shares of the Corporation which are  owned  of record by
such shareholder and the dates upon which he or she acquired
such  shares,  (iii)  a  description of
all arrangements  or understandings between the shareholder
and  nominee  and any other
person  or  persons (naming such person or persons) pursuant
to which the nominations
are  to  be  made  by the shareholder,
and (iv) the identification of any person employed, retained,  or to
be compensated by the shareholder submitting the nomination or by
the  person nominated, or
any  person  acting  on  his  or  her  behalf  to  make
solicitations  or
recommendations  to  shareholders  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  shareholder'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  should  so  determine, he shall
declare to the meeting that  such nomination was not
properly  brought  before the meeting and shall not be
considered.
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 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
become unwilling or unable to stand for election to the Board, the Nominating
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 such 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 or by resolution of at least
three-fourths  of the entire Board 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
shareholder  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 shareholder, the shareholder must be a shareholder of record and
have  given timely notice
thereof  in  writing  to  the  Secretary.   To
be timely, a shareholder'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
shareholders,  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 shareholders 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
shareholders.  For purposes  of  this Section 13,
notice shall be deemed to first be given to shareholders when disclosure of such
date of the meeting of shareholders 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 shareholder's  notice  to the
Secretary shall set forth as to the matter the shareholder
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
shareholder  proposing such business; (c) the
class  and  number  of  shares  of
the Corporation which are owned of record by the shareholder 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 shareholder submitting the  proposal, or any
person  acting  on  his  or  her  behalf,  to  make
solicitations  or  recommendations  to  shareholders  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
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  right of
the  Corporation under the
proxy  rules  of  the Securities and Exchange
Commission or any other  rule  or regulation to
omit  a  shareholder'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 should so determine, he 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  shareholder 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 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 hall 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. Registration 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  attorneys
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 require 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
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  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 eleven
(11)  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 three 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.  Mandatory  Retirement.   No  director  shall
serve beyond  the end of the annual meeting of the Corporation
coincident  with or
immediately  following  the  date  on  which  his
or her seventy-fifth (75th) birthday occurs.
 
 Section 4. 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
shareholders,  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 5. 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.  Special
meetings of the Board shall  also  be called by the
Secretary upon the written request, stating the purpose
or  purposes  of the meeting, of at least sixty percent
(60%) of the directors then in office,  but in any event not less than
five (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.
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 Section  6. Notice of
Meetings; Waiver
of  Notice.   Except  as
otherwise provided 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 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  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  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  7.  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 then
senior member of the Board in terms of length of service  on the Board
(which length of service shall include length of service on the
Board  of  Directors  of  The  Dime
Savings Bank of Williamsburgh and any
predecessors  thereto).  The
Secretary  or,  in  his  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  persons  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  8.  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 the 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  9.  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 10.
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.   Unless  otherwise  specified
therein, such resignation shall take effect upon receipt
thereof.
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  Section 11.
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  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  12.  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  13.  Amendments  Concerning  The  Board.   The
number, retirement  age,  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 shareholders
called for that purpose.
 
 ARTICLE V
 
 COMMITTEES
 
 Section 1. Standing
Committees.  At each annual meeting of the Board, the
directors shall designate from their own number, by resolution adopted by a
majority of the entire Board, the following committees:
 
 (a)  Executive
Committee
 
 (b)  Audit
Committee
 
 (c)  Compensation
Committee
 
 (d)  Nominating
Committee
 
 which
shall be standing committees of the Board.  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.  All directors who are officers or employees of the Corporation
or its subsidiaries, if not otherwise designated by the Board to serve on such
committee, shall be ex-officio members of the Executive Committee, possessing
the authority to vote on all matters presented before such
committee.
 
 Section  2.  Executive  Committee.  There
shall be an Executive Committee of the Board consisting
of  at  least six (6) members, as shall be appointed by
Board resolution or these
Bylaws.   The  Chief  Executive
Officer  and  the  President 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.   Four  (4)  members  of  the  Executive
Committee, at least three (3) of whom must  be  non-officer
directors, or such other
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  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
residing  member, who shall be eligible to
vote,  shall  constitute  the action of the
Executive Committee.
 
 The  Chairman
of the Board or such other director or officer as the Chairman of  the
Board shall designate shall serve as chairman of the Executive
Committee  or,  if  the  office of the
Chairman of the Board is vacant, the President shall serve as chairman of the
Executive Committee.  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 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 or the Certificate  of Incorporation, 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. Audit
Committee.  The 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 Audit Committee may be elected to fill a vacancy that
has occurred on the Audit Committee.  The Board shall
designate  one member of the committee to serve as chairman of the
committee.  The Audit
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 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   Audit
Committee.    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.   The  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 Audit Committee shall
make  recommendations to the  Board  in relation
to the employment of accountants and  independent auditors
and  arrange  for such other assistance as it may deem
necessary
or  desirable.   The  Audit  Committee  shall  review  and  evaluate  the
procedures and performance  of the Corporation's internal auditing
staff. 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.
 
 Section  4. Compensation
Committee.  The Compensation Committee shall consist of
at  least  three  (3)  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.  In addition, the Chief
Executive Officer and the President shall be ex-officio  members of
the  Compensation  Committee without any power to
vote.  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.
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 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 all meetings 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.
 
 Section  5.  Nominating  Committee.  The  Nominating  Committee
shall consist of at least three
(3)  members,  none  of  whom shall be
an officer  or  a  salaried employee of the
Corporation or its subsidiaries. In addition,
the  Chief  Executive Officer and the President shall be
ex-officio members of the
Nominating  Committee,  with  power to vote on all
matters   so  long  as  they  are  also  directors  of  the  Corporation.
Notwithstanding  the foregoing, no director shall serve on the
Nominating Committee in any capacity  in  any year during
which such director's term as a director is scheduled to
expire.   The  Nominating  Committee  shall
review qualifications of and interview candidates for the Board and shall
make  nominations  for  election  of
board members in accordance with the provisions of these Bylaws in relation to
those suggestions to the Board.  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.
 
 Section  6.  Other  Committees.   The  Board  may
by resolution adopted by a majority of the entire Board at any
meeting  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 Chief
Executive
Officer  and  the  President  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 or the Certificate of Incorporation.
 
 ARTICLE VI
 
 OFFICERS
 
 Section  1.  Number.   The
Board shall, at each annual meeting, elect a Chairman of the Board, a
Chief  Executive Officer, a President, a Secretary and such other
officers as 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 Secretary.
 
 The
election of all
officers  shall  be  by  a  majority
of the Board.  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
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  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 Chief Executive
Officer or  the President, 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 entire
Board.   The  Board  may
remove  the  Chairman  of  the  Board,
the Chief Executive Officer or the President 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
shall  be  the Chief Executive
Officer  of  the  Corporation  and  shall,
subject to the
direction  of  the  Board,  oversee  all
of 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.  He shall be responsible, in
consultation with such  Officers and members of the Board as he deems
appropriate, for planning the growth of the Corporation.  The Chairman
shall be responsible for shareholder  relations,  relations
with investments  bankers, other similar financial institutions
and  financial advisors and shall  be empowered to designate
Officers of the Corporation and its subsidiaries to assist in such
activities.  The Chairman shall be
principally  responsible   for   exploring   opportunities  for  mergers,
acquisitions  and  new  business.   The  Chairman
shall  preside  at  all meetings of the
shareholders; preside at all  meetings  of  the
Board and
the  Executive  Committee;  make  recommendations  to
the Board regarding appointments to all committees; and sign
instruments  in  the name of the
Corporation.   The  Chairman will be a member
ex-officio, with  power  to vote on all
matters,  of  all  committees  of  the
Board except the Audit Committee; in his capacity as an ex-officio
member  of  the  Compensation Committee, he will
be without any power to vote.
 
 In the
absence or disability of the Chairman of the  Board, the
President  or  such  other  person  who  the
Board shall designate, shall exercise the powers and perform the
duties,  which  otherwise  would fall upon the
Chairman of the Board.
 
 Section  4.  President.   The  President
shall, subject to  the direction  of the Board and the Chief
Executive  Officer,  be  the  Chief
Operating Officer of the Corporation and shall assist the Chief Executive
Officer  in
planning  the  growth  of  the  Corporation,  relations  with
investment  bankers,  other  similar financial
institutions and financial advisors.   The President,
shall  under  authority  given  to  him,  sign
instruments in the name of the Corporation.  The President shall have
the 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 shall have such other  powers as may be assigned to
him  by the Board, its committees or the
Chief  Executive  Officer.   The President
will be a member ex-officio, with power to vote on all matters, of
all  Committees  of  the  Board,  except  the  Audit
Committee; in his capacity as ex-officio member of the Compensation
Committee  he  will  be without any power to
vote.
 
 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, the Chief Executive Officer or the President as
permitted  by the Board.
 
 Section  6.
Secretary.  The Secretary shall attend all meetings of
the Board and of  the  shareholders,  and shall
record, or cause to be recorded, all votes and minutes of all
proceedings  of  the  Board and of
the  shareholders  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
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  Board  or
the President. 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.
 
 Section 7. Chief Financial
Officer.  The Chief Financial Officer of the Company
shall have the responsibility for supervising the Comptroller and the Treasurer
in maintaining the financial records of the Corporation. He or she shall also
supervise the budgeting and forecasting process.  He or she shall make
such disbursement of the funds of the Corporation as are authorized and monitor
the accounts of all transactions and of the financial condition of the
Corporation.  The Chief Financial Officer shall also perform such
other duties as may be prescribed by these bylaws, the Board, or the Chief
Executive Officer or the President as permitted by the Board.
 
 Section  8.  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  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 9.
Treasurer.The Treasurer shall be
responsible  for all of the money management  and investment
functions of the Corporation. Maintenance of relationships with correspondent
banks, securities brokers and safekeeping agents shall be the responsibility of
the Treasurer.  The Treasurer shall make such
reports  as  may be required by the Board or as are required
by law.
 
 Section 10. 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 Chief Executive Officer
or the President.
 
 Section  11.  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 shareholders
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.
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 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
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 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.
 
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