Exhibit 3.2


                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                            HERITAGE BANCSHARES, INC.


                               ARTICLE I. OFFICES

         1.1 Registered  Office and Registered  Agent. The registered  office of
Heritage  Bancshares,  Inc.  ("Corporation")  shall be  located  in the State of
Delaware  at such  place  as may be  fixed  from  time to time by the  Board  of
Directors  upon  filing  of such  notices  as may be  required  by law,  and the
registered  agent shall have a business  office  identical with such  registered
office.

         1.2 Other  Offices.  The  Corporation  may have other offices within or
without the State of Delaware at such place or places as the Board of  Directors
may from time to time determine.

                       ARTICLE II. STOCKHOLDERS' MEETINGS

         2.1 Meeting Place.  All meetings of the  stockholders  shall be held at
the  principal  place of  business  of the  Corporation,  or at such other place
within or without the State of Delaware as shall be determined from time to time
by the Board of Directors, and the place at which any such meeting shall be held
shall be stated in the notice of the meeting.

         2.2 Annual  Meeting.  The annual  meeting of the  stockholders  for the
election of  directors  and for the  transaction  of such other  business as may
properly  come before the meeting  shall be held each year on such date and time
as  determined  by the  Board of  Directors  and  stated  in the  notice of such
meeting.

         2.3  Organization.  Each meeting of the stockholders  shall be presided
over by the  Chairman of the Board,  or in his absence by the  President,  or in
their absences,  any other  individual  selected by the Board of Directors.  The
Secretary,  or in  his  or her  absence  a  temporary  Secretary,  shall  act as
secretary of each meeting of the  stockholders.  In the absence of the Secretary
and any temporary Secretary,  the chairman of the meeting may appoint any person
present to act as secretary  of the meeting.  The chairman of any meeting of the
stockholders  shall announce the date and time of the opening and the closing of
the polls for each  matter  upon which the  stockholders  will vote at a meeting
and, unless prescribed by law or regulation or unless the Board of Directors has
otherwise  determined,  shall  determine  the  order  of the  business  and  the
procedure at the meeting,  including such regulation of the manner of voting and
the conduct of discussions as seem to him in order.

         2.4 Special Meetings.  Except as otherwise  required by law and subject
to the rights of the holders of any class or series of Preferred Stock,  special
meetings of the stockholders may
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be called only by the Board of Directors  pursuant to a  resolution  approved by
the affirmative vote of at least three-fourths of the directors then in office.

         2.5 NOTICE.


         (a) Notice of the time and place of the annual meeting of  stockholders
shall be given by delivering  personally  or by mailing a written  notice of the
same,  not less than ten days and not more than  sixty days prior to the date of
the meeting,  to each  stockholder  of record  entitled to vote at such meeting.
When any  stockholders'  meeting,  either  annual or special,  is adjourned  for
thirty days or more,  or if a new record date is fixed for an adjourned  meeting
of stockholders,  notice of the adjourned  meeting shall be given as in the case
of an original meeting. It shall not be necessary to give any notice of the time
and place of any  meeting  adjourned  for less than  thirty  days  (unless a new
record date is fixed  therefor),  other than an  announcement  at the meeting at
which such  adjournment is taken.  At the adjourned  meeting the Corporation may
transact any business which might have been transacted at the original meeting.

         (b) Not less than ten days and not more than  sixty  days  prior to the
meeting,  a written notice of each special meeting of stockholders,  stating the
place,  day and hour of such meeting,  and the purpose or purposes for which the
meeting  is  called,  shall be  either  delivered  personally  or mailed to each
stockholder of record entitled to vote at such meeting.

         2.6 RECORD LIST OF STOCKHOLDERS.  At least ten days before each meeting
of stockholders,  a complete record of the stockholders entitled to vote at such
meeting,  or any adjournment  thereof,  shall be made,  arranged in alphabetical
order,  with the address of and number of shares registered in the name of each,
which record shall be kept open to the  examination  of any  stockholder,  for a
purpose germane to the meeting,  in accordance with the General  Corporation Law
("GCL") of the State of Delaware. The record also shall be kept open at the time
and place of such meeting for the inspection of any stockholder.

         2.7 QUORUM;  ACTIONS OF STOCKHOLDERS.  Except as otherwise  required by
law or the Corporation's Certificate of Incorporation:

         (a) A quorum at any annual or special  meeting  of  stockholders  shall
consist of stockholders  representing,  either in person or by proxy, a majority
of the outstanding capital stock of the Corporation entitled to vote at such
meeting.

         (b)  In  all  matters  other  than  the  election  of  directors,   the
affirmative  vote of the majority of shares  present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the  stockholders.  Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and entitled
to vote on the election of  directors.  If, at any meeting of the  stockholders,
due to a vacancy or vacancies or otherwise,  directors of more than one class of
the Board of Directors are to be elected,  each class of directors to be elected
at the meeting shall be elected in a separate election by a plurality vote.

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         2.8 VOTING OF SHARES.  Except as otherwise  provided in these Bylaws or
to the extent  that  voting  rights of the  shares of any class or  classes  are
limited or denied by the Certificate of Incorporation, each stockholder, on each
matter submitted to a vote at a meeting of stockholders, shall have one vote for
each  share  of stock  registered  in his,  her or its name on the  books of the
Corporation.

         2.9 CLOSING OF TRANSFER  BOOKS AND FIXING OF THE 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 entitled to receive
payment of any  dividend,  the Board of  Directors  may  provide  that the stock
transfer  books  shall be closed  for a stated  period not to exceed 60 days nor
less than ten days preceding such meeting. In lieu of closing the stock transfer
books,  the Board of  Directors  may fix in  advance a record  date for any such
determination of stockholders, which record date shall not precede the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors,  and which record date shall not be more than sixty days and, in case
of a meeting of stockholders,  not less than ten days prior to the date on which
the particular  action  requiring such  determination  of  stockholders is to be
taken.

         2.10  PROXIES.  A  stockholder  may vote  either  in person or by proxy
executed in writing by the stockholder or his duly authorized  attorney-in-fact.
Without limiting the manner in which a stockholder may authorize  another person
or persons to act for him as proxy,  a stockholder  may grant such  authority in
the manner specified in Section 212(c) of the GCL (or any successor thereto). No
proxy shall be valid after  three years from the date of its  execution,  unless
otherwise provided in the proxy.

         2.11 WAIVER OF NOTICE.  A waiver of any notice required to be given any
stockholder,  signed by the person or persons  entitled to such notice,  whether
before or after the time stated therein for the meeting,  shall be equivalent to
the giving of such notice.  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 commenced.

         2.12  VOTING  OF  SHARES  IN THE  NAME  OF TWO OR  MORE  PERSONS.  When
ownership  stands  in the  name of two or  more  persons,  whether  fiduciaries,
members of a  partnership,  joint  tenants,  tenants  in common,  tenants by the
entirety  or  otherwise,  or if two or more  persons  have  the  same  fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
is given  written  notice to the contrary  and is  furnished  with a copy of the
instrument or order appointing them or creating the  relationship  wherein it is
so provided,  at any meeting of the  stockholders  of the Corporation any one or
more of such  stockholders  may cast, in person or by proxy,  all votes to which
such ownership is entitled.  In the event an attempt is made to cast conflicting
votes,  in person or by proxy,  by the several  persons in whose names shares of
stock stand, the vote or votes to which those persons are entitled shall be cast
as directed by a majority of those  holding  such stock and present in person or
by  proxy at such  meeting,  but no  votes  shall  be cast  for such  stock if a
majority cannot agree, except to the extent provided in Section 217(b)(3) of the
GCL (or any successor thereto).

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         2.13 VOTING OF SHARES BY CERTAIN  HOLDERS.  Shares standing in the name
of another corporation may be voted by an officer,  agent or proxy as the bylaws
of such corporation may prescribe,  or, in the absence of such provision, as the
Board  of  Directors  of  such  corporation  may  determine.  Shares  held by an
administrator,  executor, guardian or conservator may be voted by him, either in
person or by proxy,  without a transfer  of such  shares  into his name.  Shares
standing  in the name of a trustee  may be voted by him,  either in person or by
proxy,  but no trustee  shall be  entitled  to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such  receiver,  and  shares  held by or under the  control of a
receiver may be voted by such  receiver  without the  transfer  thereof into his
name if authority to do so is contained in an appropriate  order of the court or
other public authority by which such receiver was appointed. A stockholder whose
shares are pledged  shall be entitled to vote such shares  until the shares have
been transferred into the name of the pledgee,  and thereafter the pledgee shall
be entitled to vote the shares so transferred.

         2.14  PROPOSALS.  At an annual meeting of the  stockholders,  only such
business  shall be  conducted  as shall have been  properly  brought  before the
meeting.  To be properly brought before an annual meeting,  business must be (a)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the  direction of the Board of  Directors,  or (b)  otherwise  properly  brought
before the meeting by a stockholder.  For business to be properly brought before
an annual  meeting by a  stockholder,  the  stockholder  must have given  timely
notice  thereof in writing to the Secretary of the  Corporation.  To be timely a
stockholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive offices of the Corporation not later than 120 days prior to
the  anniversary  date of the mailing of proxy  materials by the  Corporation in
connection with the immediately  preceding annual meeting of stockholders of the
Corporation  or, in the case of the first annual meeting of  stockholders of the
Corporation following its acquisition of all of the outstanding capital stock of
Heritage  Savings Bank, SSB (the "Bank"),  which is expected to be held in April
2002,  notice by the stockholder must be so delivered and received no later than
the  close  of  business  on  Thursday,  January  31,  2002,  notwithstanding  a
determination  by the  Corporation  to schedule such first annual  meeting later
than April 2002. A  stockholder's  notice to the Secretary shall set forth as to
each matter the  stockholder  proposes to bring before the annual  meeting (a) a
description of the business desired to be brought before the annual meeting, (b)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
stockholder  proposing  such  business,  (c) the class  and  number of shares of
Corporation stock which are Beneficially Owned (as defined in Article 12.A(e) of
the Corporation's  Certificate of  Incorporation) by the stockholder  submitting
the notice,  by any Person who is Acting in Concert  with or who is an Affiliate
or  Associate  of such  stockholder  (as such  capitalized  terms are defined in
Article 12.A of the Corporation's  Certificate of Incorporation),  by any Person
who is a  member  of  any  group  with  such  stockholder  with  respect  to the
Corporation  stock or who is known by such  stockholder  to be  supporting  such
proposal on the date the notice is given to the Corporation,  and by each Person
who is in control of, is  controlled  by or is under common  control with any of
the  foregoing  Persons  (if  any of the  foregoing  Persons  is a  partnership,
corporation,  limited liability company, association or trust, information shall
be  provided  regarding  the name and  address  of,  and the class and number of
shares of  Corporation  stock which are  Beneficially  Owned by, each partner in
such  partnership,

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<PAGE>

each  director,  executive  officer and  stockholder in such
corporation,  each member in such limited liability company or association,  and
each  trustee  and  beneficiary  of such  trust,  and in each case  each  Person
controlling  such  entity  and  each  partner,   director,   executive  officer,
stockholder,  member or trustee of any entity which is  ultimately in control of
such partnership, corporation, limited liability company, association or trust),
(d) the  identification  of any  person  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) any
material interest of the stockholder in such business. The chairman of an annual
meeting shall,  if the facts warrant,  determine and declare to the meeting that
business  was not properly  brought  before the meeting in  accordance  with the
provisions of this Article II, Section 2.14,  and if he should so determine,  he
shall so declare to the  meeting  and any such  business  not  properly  brought
before the meeting shall not be  transacted.  This provision is not a limitation
on any other applicable laws and regulations.

         2.15  INSPECTORS.  For  each  meeting  of  stockholders,  the  Board of
Directors  shall appoint one or more  inspectors  of election,  who shall make a
written report of such meeting. If for any meeting the inspector(s) appointed by
the Board of Directors  shall be unable to act or the Board of  Directors  shall
fail to appoint any inspector,  one or more inspectors shall be appointed at the
meeting by the  chairman  thereof.  Each  inspector,  before  entering  upon the
discharge of his duties,  shall take and sign an oath  faithfully to execute the
duties of inspector  with strict  impartiality  and according to the best of his
ability.  An inspector or  inspectors  shall (i)  ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares  represented
at a meeting and the validity of proxies and ballots,  (iii) count all votes and
ballots,  (iv)  determine  and  retain for a  reasonable  period a record of the
disposition of any challenges  made to any  determination  by the inspectors and
(v)  certify  their  determination  of the number of shares  represented  at the
meeting  and  their  count of all votes  and  ballots.  The date and time of the
opening and the closing of the polls for each matter upon which the stockholders
will  vote at a  meeting  shall be  announced  at the  meeting  by the  chairman
thereof.  An inspector or inspectors  shall not accept a ballot,  proxy or vote,
nor any revocations  thereof or changes thereto,  after the closing of the polls
(unless the Court of Chancery of the State of  Delaware  upon  application  by a
stockholder  shall determine  otherwise) and may appoint or retain other persons
or entities to assist them in the  performance of their duties.  Inspectors need
not be stockholders and may not be nominees for election as directors.


                           ARTICLE III. CAPITAL STOCK

         3.1  CERTIFICATES.  Certificates  of stock shall be issued in numerical
order,  and each  stockholder  shall be entitled to a certificate  signed by the
Chairman of the Board or the President,  and the Secretary or the Treasurer, and
may be  sealed  with the  seal of the  Corporation  or  facsimile  thereof.  The
signatures of such officers may be  facsimiles  if the  certificate  is manually
signed on behalf of a transfer agent,  or registered by a registrar,  other than
the Corporation itself or an employee of the Corporation.  If an officer who has
signed or whose

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facsimile  signature  has been  placed  upon  such  certificate  ceases to be an
officer before the  certificate is issued,  it may be issued by the  Corporation
with the same effect as if the person were an officer on the date of issue. Each
certificate of stock shall state:

         (a)    that the Corporation is organized under the laws of the State
                of Delaware;

         (b)    the name of the person to whom issued;

         (c)    the  number  and  class  of  shares  and  the  designation  of
                the  series,  if any,  which  such certificate represents; and

         (d)    the par value of each share  represented  by such  certificate,
                or a statement  that such shares are without par value.

         3.2      TRANSFERS.

         (a) Transfers of stock shall be made only upon the stock transfer books
of the Corporation,  kept at the registered  office of the Corporation or at its
principal  place  of  business,  or at the  office  of  its  transfer  agent  or
registrar,  and before a new certificate is issued the old certificate  shall be
surrendered for cancellation.  The Board of Directors may, by resolution, open a
share  register  in any state of the United  States,  and may employ an agent or
agents to keep such register, and to record transfers of shares therein.

         (b)  Shares  of  stock  shall  be   transferred   by  delivery  of  the
certificates  therefor,  accompanied  either by an  assignment in writing on the
back of the certificate or an assignment separate from the certificate,  or by a
written power of attorney to sell,  assign and transfer the same,  signed by the
holder of said certificate. No shares of stock shall be transferred on the books
of the  Corporation  until  the  outstanding  certificates  therefor  have  been
surrendered to the Corporation.

         (c) A written  restriction on the transfer or  registration of transfer
of a certificate  evidencing stock of the  Corporation,  if permitted by the GCL
and noted conspicuously on such certificate,  may be enforced against the holder
of the  restricted  certificate  or any  successor or  transferee of the holder,
including  an  executor,  administrator,  trustee,  guardian or other  fiduciary
entrusted with like responsibility for the person or estate of the holder.

         3.3 REGISTERED OWNER.  Registered  stockholders shall be treated by the
Corporation  as the holders in fact of the stock  standing  in their  respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or  interest in any share on the part of any other  person,  whether or
not it shall have express or other notice thereof,  except as expressly provided
by the laws of the State of Delaware.

         3.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may issue a
new  certificate of stock in place of any  certificate  previously  issued by it
which is alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost,  stolen or


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<PAGE>


destroyed  certificate,  or his legal representative,  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 or destruction of any such certificate or the
issuance of such new certificate.

     3.5 FRACTIONAL SHARES OR SCRIP. The Corporation may (a) issue fractions
of a share which shall entitle the holder to exercise voting rights,  to receive
dividends  thereon and to participate in any of the assets of the Corporation in
the  event  of  liquidation;  (b)  arrange  for the  disposition  of  fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time  when  those  entitled  to  receive  such  shares  are
determined;  or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate  for a full share upon the surrender of such
scrip aggregating a full share.

         3.6 SHARES OF ANOTHER  CORPORATION.  Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the  Board of  Directors  may  determine  or,  in the  absence  of such
determination, by the President of the Corporation.


                         ARTICLE IV. BOARD OF DIRECTORS

         4.1  POWERS.  The  business  and  affairs of the  Corporation  shall be
managed by or under the  direction of a Board of  Directors,  which may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by law,  the  Certificate  of  Incorporation  or these  Bylaws
directed or required to be exercised or done by the stockholders.

         4.2 CLASSIFICATION.  The Board of Directors shall be divided into three
classes  as  provided  in  Article  7.A.  of the  Corporation's  Certificate  of
Incorporation.

         4.3 NUMBER OF DIRECTORS.  The Board of Directors shall consist of seven
(7) persons.  The number of directors  may at any time be increased or decreased
by a vote of a majority  of the Board of  Directors,  provided  that no decrease
shall  have  the  effect  of  shortening  the  term of any  incumbent  director.
Notwithstanding  anything to the contrary  contained  within these  Bylaws,  the
number of directors may not be less than five nor more than 20.

         4.4 VACANCIES.  All vacancies in the Board of Directors shall be filled
in the manner provided in the Corporation's Certificate of Incorporation.

         4.5  REMOVAL  OF  DIRECTORS.  Directors  may be  removed  in the manner
provided in the Corporation's Certificate of Incorporation.

         4.6 REGULAR MEETINGS. Regular meetings of the Board of Directors or any
committee  thereof  may be  held  at the  principal  place  of  business  of the
Corporation or at such other place or places, either within or without the State
of Delaware,  as the Board of Directors or such  committee,  as the case may be,
may from time to time  designate.  Notice of such meetings  shall be provided to
directors  in  accordance  with  the  provisions  of the GCL.  Unless  otherwise


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determined  by the  Board of  Directors,  the  annual  meeting  of the  Board of
Directors shall be held immediately  after the adjournment of the annual meeting
of stockholders.

         4.7      SPECIAL MEETINGS.

         (a)  Special  meetings of the Board of  Directors  may be called at any
time by the  Chairman  of the  Board,  the  President  or by a  majority  of the
authorized number of directors, to be held at the principal place of business of
the  Corporation  or at such other place or places as the Board of  Directors or
the person or persons  calling  such  meeting  may from time to time  designate.
Notice of all special  meetings of the Board of Directors shall be given to each
director  at least  twenty-four  (24) hours  prior to such  meeting if notice is
given in person or by telephone, telegraph, telex, facsimile or other electronic
transmission and at least five (5) days prior to such meeting if notice is given
in writing and delivered by courier or by postage prepaid mail. Such notice need
not specify the business to be  transacted  at, nor the purpose of, the meeting.
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.

         (b) Special  meetings of any committee of the Board of Directors may be
called at any time by such  person or persons  and with such  notice as shall be
specified  for such  committee by the Board of  Directors,  or in the absence of
such  specification,  in the  manner and with the notice  required  for  special
meetings of the Board of Directors.

         4.8  WAIVER OF NOTICE.  Attendance  of a  director  at a meeting  shall
constitute a waiver of notice of such meeting,  except where a director  attends
for the express purpose of objecting to the transaction of any business  because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors,  whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.

         4.9  QUORUM;  ACTIONS  OF THE  BOARD  OF  DIRECTORS.  Except  as may be
otherwise  specifically  provided by law, the  Certificate of  Incorporation  or
these  Bylaws,  at all  meetings  of the Board of  Directors,  a majority of the
entire  Board of Directors  shall  constitute  a quorum for the  transaction  of
business  and the act of a majority of the  directors  present at any meeting at
which there is a quorum shall be the act of the Board of Directors.  If a quorum
shall not be present at any  meeting of the Board of  Directors,  the  directors
present thereat may adjourn the meeting from time to time,  without notice other
than announcement at the meeting, until a quorum shall be present.

         4.10  ACTION BY  DIRECTORS  WITHOUT A MEETING.  Any action  required or
which may be taken at a meeting of the directors, or of a committee thereof, may
be taken without a meeting if a consent in writing,  setting forth the action so
taken or to be taken,  shall be signed  by all of the  directors,  or all of the
members of the committee, as the case may be, and such consents are filed


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with the minutes of proceedings  of the Board of Directors or committee,  as the
case may be. Such consent shall have the same effect as a unanimous vote.

         4.11  ACTION BY  DIRECTORS  BY  COMMUNICATIONS  EQUIPMENT.  Any  action
required  or which may be taken at a meeting  of  directors,  or of a  committee
thereof,   may  be  taken  by  means  of  a  conference   telephone  or  similar
communications equipment subject to any applicable provisions of the GCL.

         4.12 REGISTERING DISSENT. A director who is present at a meeting of the
Board of  Directors  at which  action on a  corporate  matter is taken  shall be
presumed to have  assented to such action unless his dissent shall be entered in
the minutes of the meeting,  or unless he shall file his written dissent to such
action  with the  person  acting as the  secretary  of the  meeting,  before the
adjournment  thereof,  or shall forward such dissent by  registered  mail to the
Secretary of the Corporation  immediately  after the adjournment of the meeting.
Such right to dissent  shall not apply to a director  who voted in favor of such
action.

         4.13  EXECUTIVE AND OTHER  COMMITTEES.  The Board of Directors  may, by
resolution  passed by a  majority  of the  whole  Board,  designate  one or more
committees  which  in  each  case  consist  of  one  or  more  directors  of the
Corporation,  and may from time to time invest such  committees with such powers
as it may see fit, subject to such conditions as may be prescribed by the Board.
An Executive  Committee may be appointed by  resolution  passed by a majority of
the full Board of Directors.  It shall have and exercise all of the authority of
the Board of  Directors,  except in  reference to amending  the  Certificate  of
Incorporation,  adopting  an  agreement  of merger or  consolidation  or plan of
voluntary  liquidation,  recommending  to the  stockholders  the sale,  lease or
exchange or other  disposition  of all or  substantially  all the  property  and
assets of the  Corporation,  declaring a dividend on the  Corporation's  capital
stock or amending these Bylaws.  The designation of any such committee,  and the
delegation of authority  thereto,  shall not relieve the Board of Directors,  or
any member thereof, of any responsibility imposed by law.

         4.14 REMUNERATION. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of  Directors,  a stated salary as
director  and/or  such  other  compensation  as may be  fixed  by the  Board  of
Directors.  Members of  special  or  standing  committees  may be  allowed  like
compensation  for  serving  on  committees  of the Board of  Directors.  No such
payments shall  preclude any director from serving the  Corporation in any other
capacity and receiving compensation therefor.

         4.15  NOMINATIONS OF DIRECTORS  Subject to the rights of holders of any
class  or  series  of stock  having a  preference  over the  common  stock as to
dividends or upon liquidation,  nominations for the election of directors may be
made by the Board of Directors or committee  appointed by the Board of Directors
or by any  stockholder  entitled to vote  generally in an election of directors.
However,  any stockholder entitled to vote generally in an election of directors
may  nominate one or more persons for election as directors at a meeting only if
written  notice  of  such  stockholder's  intent  to  make  such  nomination  or
nominations has been given,


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<PAGE>



either by personal  delivery or by United  States mail,  postage  prepaid to the
Secretary  of the  Corporation,  which notice is delivered to or received by the
Secretary  not  later  than (i) 120 days  prior to the  anniversary  date of the
mailing of proxy materials by the Corporation in connection with the immediately
preceding  annual meeting of  stockholders of the Corporation or, in the case of
the first  annual  meeting of  stockholders  of the  Corporation  following  its
acquisition  of all of the  outstanding  capital  stock  of the  Bank,  which is
expected to be held in April 2002, any such nomination by a stockholder  must be
so  delivered  or  received  no later than the close of  business  on  Thursday,
January 31, 2002, notwithstanding a determination by the Corporation to schedule
such first  Annual  Meeting  later than April 2002,  and (ii) with respect to an
election to be held at a special  meeting of  stockholders  for the  election of
directors,  the close of business on the tenth day  following  the date on which
notice of such  meeting is first given to  stockholders.  Each such notice shall
set forth:  (a) the name,  age,  business  address and residence  address of the
stockholder  who intends to make the  nomination and of the person or persons to
be  nominated;  (b) the principal  occupation  or employment of the  stockholder
submitting  the notice and of each  person  being  nominated;  (c) the class and
number of shares of Corporation  stock which are Beneficially  Owned (as defined
in Article 12.A(e) of the  Corporation's  Certificate of  Incorporation)  by the
stockholder  submitting the notice,  by any Person who is Acting in Concert with
or who is an Affiliate or Associate  of such  stockholder  (as such  capitalized
terms  are  defined  in  Article  12.A  of  the  Corporation's   Certificate  of
Incorporation), by any Person who is a member of any group with such stockholder
with respect to the Corporation  stock or who is known by such stockholder to be
supporting such  nominee(s) on the date the notice is given to the  Corporation,
by each  person  being  nominated,  and by each  Person who is in control of, is
controlled by or is under common  control with any of the foregoing  Persons (if
any of the foregoing  Persons is a partnership,  corporation,  limited liability
company,  association or trust, information shall be provided regarding the name
and  address of, and the class and number of shares of  Corporation  stock which
are  Beneficially  Owned by, each partner in such  partnership,  each  director,
executive  officer  and  stockholder  in such  corporation,  each member in such
limited  liability  company or association,  and each trustee and beneficiary of
such  trust,  and in each case each  Person  controlling  such  entity  and each
partner,  director,  executive  officer,  stockholder,  member or trustee of any
entity which is ultimately in control of such partnership,  corporation, limited
liability  company,  association  or  trust);  (d)  a  representation  that  the
stockholder is a holder of record of stock of the  Corporation  entitled to vote
at such  meeting  and  intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (e) a description of all
arrangements or understandings  between the stockholder and each nominee and any
arrangements or understandings  between the stockholder and each nominee and any
other person or persons  (naming  such person or persons)  pursuant to which the
nomination  or  nominations  are to be made by the  stockholder;  (f) such other
information  regarding the  stockholder  submitting  the notice and 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;  and (g) the  consent of each  nominee to serve as a director of the
Corporation  if so elected.  The presiding  officer of the meeting may refuse to
acknowledge  the  nomination  of any  person  not  made in  compliance  with the
foregoing procedures.


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<PAGE>


         4.16 AGE  LIMITATION  FOR DIRECTORS No person seventy (70) years of age
shall be eligible for election, reelection, appointment, or reappointment to the
board of the savings bank. A person who becomes  seventy (70) years of age while
serving as a director may complete the term that he or she is then serving. This
age limitation does not apply to any director seventy (70) years of age on March
20, 2002 or to an advisory director or director emeritus.


                               ARTICLE V. OFFICERS

         5.1  DESIGNATIONS.  The officers of the Corporation shall be a Chairman
of the Board, a President, a Secretary and a Treasurer appointed by the Board of
Directors, as well as such Executive Vice Presidents, Vice Presidents, Assistant
Vice  Presidents,  Assistant  Secretaries,  Assistant  Treasurers and such other
officers as the Board of Directors  or the  Chairman of the Board and  President
may designate.  Officers of the Corporation shall be elected for one year by the
directors at their first meeting after the annual meeting of  stockholders,  and
officers of the Corporation shall hold office until their successors are elected
and  qualified.  Any two or more offices may be held by the same person,  except
the offices of President and Secretary.

         5.2 POWERS AND DUTIES.  The officers of the Corporation shall have such
authority  and perform such duties as the Board of Directors  or, in the case of
officers with a title of Vice President or lower,  the Chairman of the Board and
President,  may from time to time  authorize  or  determine.  In the  absence of
action by the Board of Directors or the Chairman of the Board and President,  as
applicable,  the officers shall have such powers and duties as generally pertain
to their respective offices.

         5.3  DELEGATION.  In the case of  absence  or  inability  to act of any
officer of the  Corporation  and of any person  herein  authorized to act in his
place,  the Board of  Directors  may from time to time  delegate  the  powers or
duties of such officer to any other officer or any director or other person whom
it may select.

         5.4  VACANCIES.  Vacancies in any office  arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.

         5.5 TERM - REMOVAL.  The officers of the Corporation  shall hold office
until their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors or by the Chairman and the  President may be
removed  at any  time,  with or  without  cause,  by the  affirmative  vote of a
majority  of the whole Board of  Directors,  but such  removal  shall be without
prejudice to the contract rights, if any, of the person so removed.

         5.6 BONDS.  The Board of Directors may, by resolution,  require any and
all of the officers to give bonds to the Corporation,  with sufficient surety or
sureties,  conditions  for the  faithful  performance  of the  duties  of  their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.


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<PAGE>


                 ARTICLE VI. INDEMNIFICATION, ETC. OF DIRECTORS,
                             OFFICERS AND EMPLOYEES


         6.1 INDEMNIFICATION.  The Corporation shall provide  indemnification to
its  directors,  officers,  employees,  agents and former  directors,  officers,
employees  and  agents  and to  others  in  accordance  with  the  Corporation's
Certificate of Incorporation.

         6.2 ADVANCEMENT OF EXPENSES.  Reasonable expenses (including attorneys'
fees)  incurred  by a  director,  officer  or  employee  of the  Corporation  in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance of
the final  disposition  of such action,  suit or proceeding as authorized by the
Board of Directors  only upon receipt of an  undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the Corporation.

         6.3 OTHER RIGHTS AND REMEDIES.  The  indemnification and advancement of
expenses  provided  by, or granted  pursuant  to,  this  Article VI shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement of expenses may be entitled under the  Corporation's  Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors or
otherwise,  both as to actions in their  official  capacity and as to actions in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a  director,  officer or  employee  and shall  inure to the
benefit of the heirs, executors and administrators of such person.

         6.4 INSURANCE.  Upon resolution  passed by the Board of Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director, officer of employee of the Corporation,  or is or was serving
at the request of the corporation as a director,  officer or employee of another
corporation,  partnership, joint venture, trust or other enterprise, against any
liability  asserted  against  him or  incurred  by him in any such  capacity  or
arising out of his status as such, whether or not the Corporation would have the
power to  indemnify  him against  such  liability  under the  provisions  of its
Certificate of Incorporation or this Article VI.

         6.5  MODIFICATION.  The duties of the  Corporation  to indemnify and to
advance expenses to a director,  officer or employee provided in this Article VI
shall be in the  nature of a  contract  between  the  Corporation  and each such
person,  and no  amendment  or repeal of any  provision of this Article VI shall
alter, to the detriment of such person,  the right of such person to the advance
of expenses or indemnification  related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.


                ARTICLE VII. DIVIDENDS; FINANCE; AND FISCAL YEAR

         7.1  DIVIDENDS.  Subject to the  applicable  provisions  of the General
Corporation  Law of the State of Delaware,  dividends  upon the capital stock of
the Corporation may be declared by

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<PAGE>




the Board of  Directors  at any regular or special  meeting,  and may be paid in
cash, in property or in shares of the capital stock of the  Corporation.  Before
payment  of any  dividend,  there  may  be set  aside  out of any  funds  of the
Corporation  available for dividends  such sum or sums as the Board of Directors
from time to time, in its absolute  discretion,  may deem proper as a reserve or
reserves  to  meet  contingencies,   or  for  dividends,  or  for  repairing  or
maintaining  any property of the  Corporation,  or for any other proper purpose,
and the Board of Directors may modify or abolish any such reserve.

         7.2  DISBURSEMENTS.  All  checks or  demand  for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         7.3  DEPOSITORIES.  The monies of the Corporation shall be deposited in
the name of the  Corporation  in such  bank or banks or trust  company  or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money  signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.

         7.4 FISCAL YEAR.  The fiscal year of the  Corporation  shall end on the
31st day of December of each year.


                              ARTICLE VIII. NOTICES

     Except as may  otherwise be required by law, any notice to any  stockholder
or director may be delivered  personally or by mail. If mailed, the notice shall
be deemed to have been  delivered  when  deposited  in the United  States  mail,
addressed  to the  addressee  at his last known  address  in the  records of the
Corporation, with postage thereon prepaid.


                                ARTICLE IX. SEAL

     The corporate seal of the  Corporation  shall be in such form and bear such
inscription  as may be adopted by resolution  of the Board of  Directors,  or by
usage of the officers on behalf of the Corporation.


                          ARTICLE X. BOOKS AND RECORDS

     The  Corporation  shall keep  correct  and  complete  books and  records of
account and shall keep minutes of meetings and  proceedings of its  stockholders
and Board of Directors (including committees thereof);  and it shall keep at its
registered  office  or  principal  place of  business,  or at the  office of its
transfer agent or registrar, a record of its stockholders,  giving the names and
addresses  of all  stockholders  and the number and class of the shares  held by
each.  Any books,


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<PAGE>




records and minutes may be in written  form or any other form
capable of being converted into written form within a reasonable time.


                             ARTICLE XI. AMENDMENTS

         11.1 AMENDMENTS.  These Bylaws may be altered, amended or repealed only
as set forth in the Corporation's Certificate of Incorporation, which provisions
are incorporated herein with the same effect as if they were set forth herein.

         11.2  EMERGENCY  BYLAWS.  The Board of  Directors  may adopt  emergency
Bylaws,  subject to repeal or change by action of the stockholders,  which shall
be operative during any national or local emergency.


                          ARTICLE XII. USE OF PRONOUNS

     Use of the  masculine  gender  in  these  Bylaws  shall  be  considered  to
represent either masculine or feminine gender whenever appropriate.


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