STILWELL VALUE PARTNERS I, L.P.




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TABLE OF CONTENTS
 PageTABLE OF CONTENTS
    
    
    A-lARTICLE I Definitions
    
    
    4ARTICLE II Organization
    
    
    92.1
    
    Continuation of the Limited Partnership
    
    
    92.2
    
    Name of Partnership
    
    
    92.3
    
    Principal Office; Registered Office
    
    
    102.4
    
    Term of Partnership
    
    
    102.5
    
    Purposes and Powers of the Partnership
    
    
    10ARTICLE III Admission of Partners; Capital
    
    
    113.1
    
    Admission of Limited Partners
    
    
    113.2
    
    Capital Contributions
    
    
    113.3
    
    Withdrawal; Interest
    
    
    123.4
    
    Capital Accounts
    
    
    12ARTICLE IV Allocations
    
    
    124.1
    
    Allocation of Net Profit and Net Loss
    
    
    124.2
    
    Allocation of Certain Expenditures
    
    
    134.3
    
    Incentive Allocation
    
    
    134.4
    
    Allocation to Avoid Capital Account Deficits
    
    
    134.5
    
    Allocation for Income Tax Purposes
    
    
    13ARTICLE V Accounting and Valuations
    
    
    145.1
    
    Books and Records
    
    
    145.2
    
    Reports
    
    
    155.3
    
    Filing of Tax Returns
    
    
    15




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Page5.4
    
    Valuation of Partnership Investments
    
    
    155.5
    
    Reserves; Adjustments for Certain Future Events
    
    
    165.6
    
    Tax Accounting
    
    
    165.7
    
    Determinations by the General Partner
    
    
    16ARTICLE VI Transfers and Withdrawals
    
    
    176.1
    
    Transfer of Interests of Limited Partners
    
    
    176.2
    
    Transfer of the Interest of the General Partner
    
    
    196.3
    
    Withdrawals
    
    
    196.4
    
    Withholding or Other Tax Obligations
    
    
    21ARTICLE VII Management
    
    
    227.1
    
    Rights, Duties and Powers of the General Partner
    
    
    227.2
    
    Expenses
    
    
    247.3
    
    Rights of Limited Partners
    
    
    247.4
    
    Other Activities of Partners
    
    
    257.5
    
    Duty of Care; indemnification
    
    
    257.6
    
    Exculpation
    
    
    26ARTICLE VIII Dissolution and Liquidation
    
    
    278.1
    
    Dissolution of Partnership
    
    
    278.2
    
    Liquidation of Assets
    
    
    28ARTICLE IX Miscellaneous
    
    
    289.1
    
    Amendments
    
    
    289.2
    
    Special Power of Attorney
    
    
    299.3
    
    Notices
    
    
    309.4
    
    Agreement Binding Upon Successors and Assigns
    
    
    309.5
    
    Governing Law
    
    
    30
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Page9.6
    
    Not for Benefit of Creditors
    
    
    319.7
    
    Consents
    
    
    319.8
    
    Miscellaneous
    
    
    31
 A-3




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STILWELL VALUE PARTNERS I, L.P.
 AMENDED AND RESTATED  LIMITED PARTNERSHIP AGREEMENT
  ARTICLE I
 Definitions
         A-4




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A-5




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A-6




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A-7




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A-8




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ARTICLE II
 Organization
 Continuation of the Limited Partnership
 Name of Partnership
 A-9




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Principal Office; Registered Office
 Term of Partnership
 Purposes and Powers of the Partnership
      A-10




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ARTICLE III
 Admission of Partners; Capital
 Admission of Limited Partners
  Capital Contributions
     A-11




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Withdrawal; Interest
 Capital Accounts
      ARTICLE IV
 Allocations
 Allocation of Net Profit and Net Loss
 A-12




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Allocation of Certain Expenditures
   Incentive Allocation
 Allocation to Avoid Capital Account Deficits
 Allocations for Income Tax Purposes
  A-13




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pro rata provided, however
 ARTICLE V
 Accounting and Valuations
 Books and Records
   A-14




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Reports
    Filing of Tax Returns
 Valuation of Partnership Investments
    A-15




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Reserves; Adjustments for Certain Future Events
    Tax Accounting
 Determinations by the General Partner
   A-16




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ARTICLE VI
 Transfers and Withdrawals
 Transfer of Interests of Limited Partners.
         A-17




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A-18




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Transfer of the Interest of the General Partner
 Withdrawals
    A-19




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A-20




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Withholding or Other Tax Obligations
 A-21




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ARTICLE VII
 Management
 Rights, Duties and Powers of the General Partner
             A-22




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A-23




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Expenses
   Rights of Limited Partners
 A-24




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Other Activities of Partners
    Duty of Care; Indemnification
  A-25




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Exculpation
  A-26




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ARTICLE VIII
 Dissolution and Liquidation
 Dissolution of Partnership
      A-27




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Liquidation of Assets
      ARTICLE IX
 Miscellaneous
 Amendments
  A-28




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Special Power of Attorney
     A-29




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Notices
 Agreement Binding Upon Successors and Assigns
 Governing Law
 A-30




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Not for Benefit of Creditors
 Consents
 Miscellaneous
   A-31




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GENERAL PARTNER:
STILWELL VALUE LLC,
a Delaware limited liability companyBy:
    /s/ Joseph StilwellManaging Member A-32




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AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
 STILWELL VALUE PARTNERS I, L.P.