**RESOLUTIONS OF THEBOARD OF DIRECTORSWARWICK COMMUNITY BANCORP, INC.**

**April 20, 2004**

          **WHEREAS**, corporate counsel has reviewed and discussed with the Board various provisions of the By-Lawsthat may conflict with or require review in connection with the Board's recently adopted policies and committee charters adopted pursuant to the corporate governance standards and listingrequirements of the SEC and the Nasdaq; and

          **WHEREAS**, after questioning counsel regarding the By-Laws, the Board has determined that certainamendments are necessary and appropriate; and

          **WHEREAS**, the Board believes it is in the best interests of the Company to revise the By-Laws to beconsistent with the requirements of the SEC and the Nasdaq, as well as the Board's recently revised or adopted policies and committee charters.

          **NOW, THEREFORE**, after full discussion and consideration of this matter, be it

          **RESOLVED**, that the first three sentences of Article II, Section 12 of the Company's By-Laws be revisedto read as follows:

> 
**Section 12. Procedures for Nominations.** Subject to the provisions hereof, the Board, after receiving recommendations from the Nominating Committee, shall selectnominees 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 Board, after receivingrecommendations from 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 Board makes suchnominations, no nominations for directors except those made by the Board shall be voted upon at the annual meeting of shareholders unless other nominations by shareholders are made in accordance withthe provisions of this Section 12.

          And be it further

          **RESOLVED**, that the remainder of this Article II, Section 12 remain in full force and effect;

          And be it further

          **RESOLVED**, that the last sentence of Article IV, Section 1 of the Company's By-Laws be revised to readas follows:

> 
**Section 1. Responsibilities; Number of Directors.** A majority of the directors shall be persons who are independent as defined by the Nasdaq Stock Market listingrequirements and each of whom shall be free from any relationship that would interfere with the exercise of his or her independent judgment.

          And be it further

          **RESOLVED**, that the remainder of this Article IV, Section 1 remain in full force and effect;

          And be it further

          **RESOLVED**, that the second sentence of Article IV, Section 11 of the Company's By-Laws be revised toread as follows:

> 
**Section 11. Vacancies.** Subject to the rights of holders of Preferred Stock, no person shall be so elected a director unless recommended by the NominatingCommittee.

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          And be it further

          **RESOLVED**, that the remainder of this Article IV, Section 11 remain in full force and effect;

          And be it further

          **RESOLVED**, that Article IV, Section 12 be revised in its entirety to read as follows:

> 
**Section 12. Compensation**. The Board shall cause the Compensation Committee to establish the compensation for the Company's executive officers, including the ChiefExecutive Officer, and shall cause the Compensation Committee to recommend to the Board the appropriate type and level of compensation for Board and Committee service.

          And be it further

          **RESOLVED**, that Article V be revised in its entirely to read as follows:

> 
**Section 1. Committees of the Board of Directors.** The Board, by majority vote, may from time to time designate committees of the Board, with such lawfully delegablepowers and duties as it thereby confers, to serve at the pleasure of the Board. The Board shall, after considering the recommendation of the Nominating Committee, if any, appoint members of eachcommittee and designate a chairman of each committee. The Board may, if desired, designate alternate members of each committee who may replace any absent or disqualified member at any meeting of thecommittee. Any such committee, to the extent provided in the resolution(s) of the Board or any committee charter, shall have and may exercise all the powers and authority of the Board in themanagement of the business and affairs of the Corporation and shall have such duties and responsibilities as are set forth in such Board resolution(s) or committee charter.

**Section 2. Conduct of Business.** Each committee may determine the procedural rules for meeting and conducting its business, to the extent not set forth in acommittee charter, and shall act in accordance therewith, except as otherwise provided herein or required by law.

          And be it further

          **RESOLVED**, that the last sentence of Article VI, Section 4 should be deleted in its entirety.

          And be it further

          **RESOLVED**, that Article VI, Section 12 should be deleted in its entirety and all other provisions of theBy-Laws shall remain in full force and effect

          And be it further

          **RESOLVED**, that the appropriate officers of the Company be, and they hereby are authorized and directedto take all actions deemed necessary or appropriate by such officers to effectuate the foregoing resolutions, and any actions previously taken by such officers in furtherance of the foregoing be andhereby are approved, ratified and confirmed in all respect.

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**BY-LAWS OF**

**WARWICK COMMUNITY BANCORP, INC.**

**AS AMENDED BY THE BOARD OF DIRECTORS**

**MARCH 7, 2001**

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**TABLE OF CONTENTS**
|             |                                                             | Page |
|-------------|-------------------------------------------------------------|------|
|             |                                                             |      |
|             | ARTICLE I                                                   |      |
|             |                                                             |      |
|             | OFFICES                                                     |      |
|             |                                                             |      |
| Section 1.  | Registered Office                                           | 1    |
| Section 2.  | Additional Offices                                          | 1    |
|             |                                                             |      |
|             | ARTICLE II                                                  |      |
|             |                                                             |      |
|             | SHAREHOLDERS                                                |      |
|             |                                                             |      |
| Section 1.  | Place of Meetings                                           | 1    |
| Section 2.  | Annual Meetings                                             | 1    |
| Section 3.  | Special Meetings                                            | 1    |
| Section 4.  | Notice of Meetings                                          | 1    |
| Section 5.  | Waiver of Notice                                            | 2    |
| Section 6.  | Fixing of Record Date                                       | 2    |
| Section 7.  | Quorum                                                      | 2    |
| Section 8.  | Conduct of Meetings                                         | 2    |
| Section 9.  | Voting; Voting of Shares in the Name of Two or More Persons | 3    |
| Section 10. | Proxies                                                     | 3    |
| Section 11. | Inspectors of Election                                      | 3    |
| Section 12. | Procedure for Nominations                                   | 4    |
| Section 13. | Substitution of Nominees                                    | 5    |
| Section 14. | New Business                                                | 5    |
|             |                                                             |      |
|             | ARTICLE III                                                 |      |
|             |                                                             |      |
|             | CAPITAL STOCK                                               |      |
|             |                                                             |      |
| Section 1.  | Certificates of Stock                                       | 6    |
| Section 2.  | Transfer Agent and Registrar                                | 6    |
| Section 3.  | Registration and Transfer of Shares                         | 6    |
| Section 4.  | Lost, Destroyed and Mutilated Certificates                  | 7    |
| Section 5.  | Holder of Record                                            | 7    |
|             |                                                             |      |
|             | ARTICLE IV                                                  |      |
|             |                                                             |      |
|             | BOARD OF DIRECTORS                                          |      |
|             |                                                             |      |
| Section 1.  | Responsibilities; Number of Directors                       | 7    |
| Section 2.  | Qualifications                                              | 7    |

**Company By-Laws - i**
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| Section 3.  | Age Limitation of Directors          | 7  |
|-------------|--------------------------------------|----|
| Section 4.  | Regular and Annual Meetings          | 7  |
| Section 5.  | Special Meetings                     | 7  |
| Section 6.  | Notice of Meetings; Waiver of Notice | 8  |
| Section 7.  | Conduct of Meetings                  | 8  |
| Section 8.  | Quorum and Voting Requirements       | 8  |
| Section 9.  | Informal Action by Directors         | 8  |
| Section 10. | Registration                         | 9  |
| Section 11. | Vacancies                            | 9  |
| Section 12. | Compensation                         | 9  |
| Section 13. | Amendments Concerning the Board      | 9  |
|             |                                      |    |
|             | ARTICLE V                            |    |
|             |                                      |    |
|             | COMMITTEES                           |    |
|             |                                      |    |
| Section 1.  | Standing Committees                  | 9  |
| Section 2.  | Executive Committee                  | 9  |
| Section 3.  | Audit Committee                      | 10 |
| Section 4.  | Compensation Committee               | 10 |
| Section 5.  | Other Committees                     | 11 |
|             |                                      |    |
|             | ARTICLE VI                           |    |
|             |                                      |    |
|             | OFFICERS                             |    |
|             |                                      |    |
| Section 1.  | Designation of Executive Officers    | 11 |
| Section 2.  | Term of Office and Removal           | 11 |
| Section 3.  | Chairman of the Board                | 11 |
| Section 4.  | Chief Executive Officer              | 12 |
| Section 5.  | President                            | 12 |
| Section 6.  | Chief Operating Officer              | 12 |
| Section 7.  | Vice Presidents                      | 12 |
| Section 8.  | Secretary                            | 12 |
| Section 9.  | Treasurer                            | 13 |
| Section 10. | Other Officers                       | 13 |
| Section 11. | Compensation of Officers             | 13 |
|             |                                      |    |
|             | ARTICLE VII                          |    |
|             |                                      |    |
|             | DIVIDENDS                            | 13 |
|             |                                      |    |
|             | ARTICLE VIII                         |    |
|             |                                      |    |
|             | AMENDMENTS                           | 13 |

**Company By-Laws - ii**
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**BY-LAWS**

**OF**

**WARWICK COMMUNITY BANCORP, INC.**

**ARTICLE I**

**OFFICES**

**          Section 1.          Registered Office**.  The registeredoffice of Warwick Community Bancorp, Inc. (the "Corporation") in the State of Delaware shall be in the City of Wilmington, County of New Castle.

          **Section 2.          Additional Offices**.  The Corporationmay 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 ofthe Corporation may require.

**ARTICLE II**

**SHAREHOLDERS**

**          Section 1.          Place of Meetings**.  Meetings ofshareholders 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,such meetings shall be held at the principal administrative office of the Corporation.

          **Section 2.          Annual Meetings**. The annual meeting ofshareholders 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 tobe designed by the Board.

          **Section 3.          Special Meetings**.  Special meetings ofshareholders, for any purpose or purposes, may be called at any time only by the Chairman, if one has been elected by the Board, the Chief Executive Officer or by resolution of at least three-fourthsof the Directors then in office.  Special meetings shall be held on the date and at the time and place as may be designated by the Board.  At a special meeting, no business shallbe transacted and no corporate action shall be taken other than that stated in the notice of meeting.

          **Section 4.          Notice of Meetings**.  Except asotherwise required by law, written notice stating the place 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 suchmeeting.  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 itappears on the stock transfer books or records of theCompany By-Laws - 1NEXT PAGECorporation as of the record date prescribed in Section 6 of this Article II, or at such other address as the shareholder shall have furnished inwriting 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.  Whenany meeting of shareholders, either annual or special, is adjourned to another time or place, no notice of the adjourned meeting need be given, other than an announcement at the meeting at which suchadjournment 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, theBoard fixes a new record date for the adjournment 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 annualor 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 beforeor 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 ameeting 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 purposeof 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 otherdistribution or the allotment of any rights, or in order to make a determination of shareholders for any other proper purpose, the Board shall fix a date as the record date for any such determinationof 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 betaken.  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 providedby 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 shareholdersshall 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 the business on the day next preceding the date on which thenotice 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 otherpurpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

          **Section 7.          Quorum**.  The holders of record of amajority of the total number of votes eligible to be cast in the election of directors, represented in person or by proxy, shall constitute a quorum for the transaction of business at a meeting ofshareholders, except as otherwise provided by law, these By-Laws or the Certificate of Incorporation.  If less than a majority of such total number of votes is presented at a meeting, amajority 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 (30) days, anotice 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 betransacted that might have been transacted at the meeting as originally Company By-Laws - 2NEXT PAGEcalled.  When a quorum is once present to organize a meeting of shareholders, such quorum is not broken by thesubsequent withdrawal of any shareholders.

          **Section 8.          Conduct of Meetings**.  The Chairmanshall serve as chairman at all meetings of the shareholders or, if a Chairman has not been elected by the Board or the Chairman is absent or otherwise unable to so serve, the President shall serve aschairman.  If the President is absent or otherwise unable to so serve, such other person as shall be appointed by a majority of the entire Board shall serve as chairman at any meeting ofshareholders 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 themeeting.  The chairman of the meeting shall conduct all meetings of the shareholders in accordance with the best interests of the Corporation and shall have the authority and discretion toestablish 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 deemappropriate.  The chairman of the meeting shall also have the authority to adjourn the meeting from time to time and from place to place as he or she may deem necessary and in the bestinterests of the Corporation.

          **Section 9.          Voting; Voting of Shares in the Name of Two or MorePersons**.  Except for the election of directors or as otherwise provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of shareholders, all mattersshall 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 entitledto vote thereat.  Directors shall, except as otherwise required by law, these By-Laws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class ofshares entitled to vote at a meeting of shareholders, present and entitled to vote in the election.

          If ownership of a share of voting stock of the Corporation stands in the name of two or more persons, in the absence of writtendirections to the Corporation to the contrary, any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled.  If an attempt is made tocast 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 suchstock and present, in person or by proxy, at such meeting.  If such conflicting votes are evenly split on any particular matter, each faction may vote the securities in questionproportionally, or any person voting the shares, or a beneficiary, if any, may apply to the Court of Chancery of Delaware or such other court as may have jurisdiction to appoint an additional personto 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.

          **Section 10.            Proxies**.  Each shareholderentitled 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 Boardproviding 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 orrecords 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 bythe 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 Company By-Laws - 3NEXT PAGEdate ofits 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, assuch, 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 instrumentrevoking it, or a duly executed proxy bearing a later date.

          **Section 11.          Inspectors of Election**.  In advance ofany meeting of shareholders, the Board shall, to the extent required by applicable law, appoint one or more persons, other than officers, directors or nominees for office, as inspectors of electionto 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 themeeting 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 byappointment 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 sharesoutstanding 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 anddeciding 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 properto 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 thevote as certified by them.  Each inspector shall be entitled to a reasonable compensation for his or her services, to be paid by the Corporation.

          **Section 12.          Procedure for Nominations**.  Subject tothe provisions hereof, the Board, or a committee thereof, 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 Board, or a committee thereof, shall deliver written nominations to the Secretary at least sixty (60) days prior to the date of the annualmeeting.  Provided the Board, or committee thereof, makes such nominations, no nominations for directors except those made by the Board or such committee shall be voted upon at the annualmeeting of shareholders unless other nominations by shareholders are made in accordance with the provisions of this Section 12.  Nominations of individuals for election to the Board at anannual 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 theSecretary as set forth in this Section 12.  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 anelection of directors to be held at an annual meeting of shareholders, sixty (60) days in advance of the anniversary of the previous year's annual meeting if the current year's meeting is to be heldwithin 30 days prior to, on the anniversary date of, 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 ofshareholders 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 ofbusiness on the tenth (10th) day following the date on which notice of such meeting is first given to shareholders.  For purposes of this Section 12, notice shall be deemed tofirst 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 New Services, Associated press or comparable nationalnews service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission Company By-Laws - 4NEXT PAGEpursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, asamended.  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, businessaddress and residence address of such person, (ii) the principal occupation or employment of such person, (iii) such persons' written consent to serve as a director, if elected, and (iv) all suchother 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 ExchangeCommission (whether or not the Corporation is then subject to such rules); and (b) as to the shareholder giving the notice (i) the name, business address and residence 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 arrangementsor 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) theidentification 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 makesolicitations 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 forcompensation.  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 ashareholder'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 inaccordance with the procedures set forth in this Section 12.

          The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not properly broughtbefore 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 shallnot be considered.

          **Section 13.          Substitution of Nominees**.  In theevent that a person is validly designated as a nominee in accordance with Section 12 of this Article II and shall thereafter become unwilling or unable to stand for election to the Board, the Boardor a committee thereof 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 theSecretary setting forth such information regarding such substitute nominee as would have been required to be delivered to the Secretary pursuant to Section 12 of this Article II had such substitutenominee 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 14.          New Business**.  Any new business to betaken up at the annual meeting at the request of the Chairman or the President or by resolution of at least three-fourths of the directors then in office shall be stated in writing and filed with theSecretary 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 thisSection 14, 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 andconsidered, 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 Company By-Laws - 5NEXT PAGEannual meeting by ashareholder, 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 orreceived by the Secretary not later than the following dates: with respect to an annual  meeting of shareholders, sixty (60) days in advance of the anniversary of the previous year's annualmeeting if current year's meeting is to be held within 30 days prior to, on the anniversary date of, or after the anniversary of the pervious year's annual meeting; and (ii) with respect to an annualmeeting 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 thedate 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 dateof the meeting of shareholders is first made in a press release reported to Dow Jones New Services, Associated Press or comparable national news service, or in a document publicly filed by theCorporation 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 Secretaryshall 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, the reasons forconducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; (b) the name and addressof 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 orrecommendations 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) all 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 requiredto 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 provisionshall 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 inconnection 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 anyright 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 properlybrought before the meeting in accordance with the provisions hereof, and, if the chairman should so determine, the chairman shall declare to the meeting that such new business was not properlybrought before the meeting and shall not be considered.

**ARTICLE III**

**CAPITAL STOCK**

          **Section 1.          Certificates of Stock**.  Certificatesrepresenting shares of stock shall be in such form as shall be determined by the Board.  Each certificate shall state that the Corporation will Company By-Laws - 6NEXT PAGEfurnish to any shareholder upon request andwithout charge a statement of powers, designations, preferences and relative, participating, optional or other special rights of the shares of each class or series of stock and the qualifications orrestrictions 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 inthe 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 besigned by the Chairman 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 thesignatures on the certificates may be facsimiles.  In case any officer or officers who shall have signed any such certificate shall cease to be such officer or officers 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 issuedand 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**.  TheBoard 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 becountersigned and registered by one or more of such Transfer Agents and Registrars.

          **Section 3.          Registration and Transfer ofShares**.  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 beentered 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 suchcertificates.  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 Corporationby 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 anassignment 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 reasonablyrequire 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 ofeach transfer.

          **Section 4.          Lost, Destroyed and MutilatedCertificates**.  The holder of any shares of stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of the certificatestherefor.  The corporation may issue, or cause to be issued, a new certificate of stock in the place of any certificate theretofore issued by it alleged to have been lost, stolen ordestroyed 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.  TheCorporation 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 itagainst 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 ownerto such remedy or remedies as he or she may have under the laws of the State of Delaware.

**Company By-Laws - 7**
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          **Section 5.          Holder of Record**.  Subject to theprovisions 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 andshall 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 asotherwise expressly provided by law.

**ARTICLE IV**

**BOARD OF DIRECTORS**

          **Section 1.          Responsibilities; Number ofDirectors**.  The business and affairs of the Corporation shall be under the direction of the Board.  The Board shall consist of not less than seven (7) nor more thantwenty (20) directors (other than directors elected by the holders of shares of any series of preferred stock).  Within the foregoing limits, the number of directors shall be determinedonly by resolution of the Board.  A minimum of two (2) directors shall be persons other than officers or employees of the Corporation or its subsidiaries and shall not have a relationshipwhich, in the opinion of the Board (exclusive of such persons), would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

          **Section 2.          Qualifications**.  Each director shall beat least eighteen (18) years of age.

          **Section 3.          Age Limitation of Directors**.  Nodirector shall be qualified to serve as such beyond the last day of the year in which he or she reaches his or seventy-fifth (75th) birthday.  However, a director on attainingage 75, shall be eligible for election as Director Emeritus.

          **Section 4.          Regular and Annual Meetings**.  An annualmeeting of the Board for the election of officers shall be held, without notice other than these By-Laws, immediately after, and at the same place as, the annual meeting of the shareholders, or atsuch 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 regularmeetings of the Board without notice other than such resolution.

          **Section 5.          Special Meetings**.  Special meetings ofthe Board may be called for any purpose at any time by or at the request of the Chairman, if a Chairman has been elected by the Board, or the President.  Special meetings of the Board shallalso be called by the Secretary upon the written request, stating the purpose or purposes of the meeting, of at least sixty (60%) percent of the directors then in office, but in any event not lessthan 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 By-Laws 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 specialmeeting other than that specified in the notice of meeting.

          **Section 6.          Notice of Meetings; Waiver ofNotice**.  Except as otherwise provided in Section 4 of this Article IV, notice of each meeting shall be mailed or otherwise given to each director at least two (2) business daysbefore the day of the meeting to his or her address shown in the records of the Corporation, except in an emergency, in the discretion of the Chairman, Company By-Laws - 8NEXT PAGEif a Chairman has been elected by the Board, orthe President, shorter oral notice may be given.  The purpose of any special meeting shall be stated in the notice.  Such notice shall be deemed given when sent or given to anymail 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 theexpress 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 theBoard shall be presided over by the Chairman, if a Chairman has been elected by the Board.  If a Chairman has not been elected by the Board or the Chairman is absent or otherwise unable topreside over the meeting, the presiding officer shall be the most senior Vice Chairman, if one or more Vice Chairmen have been elected by the Board.  If one or more Vice Chairmen have notbeen elected by the Board or if there is no Vice Chairman able to preside over the meeting, the presiding officer shall be the President.  If the President is absent or otherwise unable topreside over the meeting, the presiding officer shall be the senior member of the Board in terms of length of service on the Board (which length of service shall include length of service on theBoard of Trustees of The Warwick Savings Bank and any predecessors thereto).  The Secretary or, in his absence, a person appointed by the Chairman (or other presiding person), shall act assecretary of the meeting.  The Chairman (or other person presiding) shall conduct all meetings of the Board in accordance with the best interest of the Corporation and shall have theauthority and discretion to establish reasonable procedural rules for the conduct of Board meetings.  Any one or more directors may participate in a meeting of the Board or a committee ofthe 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.  Participants by suchmeans shall constitute presence in person at any such meeting.

          **Section 8.          Quorum and Voting Requirements**.  Aquorum 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 By-Laws or the Certificate ofIncorporation, 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 anothertime 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 asoriginally noticed.  Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, a majority vote of the directors present at a meeting, if a quorum is present,shall constitute an act of the Board.

          **Section 9.          Information Action byDirectors**.  Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board, or of anycommittee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutesof proceedings of the Board or such committee.

          **Section 10.          Resignation**.  Any director may resignat any time by sending a written notice of such resignation to the principal office of the Corporation addressed to the Chairman or the President.  Unless otherwise specified therein, suchresignation shall take effect upon receipt thereof.

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          **Section 11.          Vacancies**.  To the extent notinconsistent 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, includingvacancies 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 ornot 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 unlessnominated 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 directorsin 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, asthe 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**.  Thenumber and other restrictions and qualifications for directors of the Corporation as set forth in these By-Laws may be altered only by a vote, in addition any vote required by law, of two-thirds ofthe 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 stockof 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 annualmeeting of the Board, the directors shall designate from their own number, by resolution, the following committee:

          (a)          Executive Committee

          (b)          Audit Committee

          (c)          Compensation Committee

which shall be standing committees of the Board.  The Chairman, if one has been elected by the Board, and the President shall be ex-officio members of, with power to vote on all matters,the Executive Committee.  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 theBoard.  In the absence of the chairman of any committee except the Audit Committee and Compensation Committee, the next most senior officer available shall preside at any meeting held insuch absence unless the members of the committee determine otherwise.

          **Section 2.          Executive Committee**.  There shall besix members of the Executive Committee, consisting of the Chairman, if one has been elected, the President, the General Counsel, Company By-Laws - 10NEXT PAGEif the General Counsel is a Board member, and such other members ofthe Board who shall be appointed by Board resolution or these By-Laws.  Except for the Chairman, if one has been elected and the President, none of the members of the Executive Committeeshall be officers or salaried employees of the Bank or its subsidiaries.  There shall also be elected by the Board of Directors a first, second and third alternate member of the ExecutiveCommittee, who shall act in the absence of members of the Executive Committee upon the call of the Chairman, or, if no Chairman has been elected, the President.

          The Chairman, if one has been elected by the Board, the President or such other director or officer as the Chairman shall designateshall serve as chairman of the Executive Committee.  If the office of the Chairman is vacant, the President shall serve as chairman of the Executive Committee.  The ExecutiveCommittee 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 ExecutiveCommittee.  The Executive Committee shall meet as necessary at the call of the Chairman 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 By-Laws, the Certificate of Incorporation or resolutionsadopted by the Board, exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation in the intervals between the meetings of the Board.

          **Section 3.  Audit Committee**.  The Audit Committee shall consist of at least four (4) members whosebackground 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 afee or other compensation for legal services rendered to the Corporation or any other  individual having a relationship which, in the opinion of the Board, who interfere with the exerciseof 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 maybe 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 AuditCommittee 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 beexamined, 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 followingthe 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 thecommittee.  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 ata 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 otherassistance 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.  Aquorum 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**.  TheCompensation Committee shall consist of at least three (3) members, none of whom shall be an officer or salaried employee of the Corporation Company By-Laws - 11NEXT PAGEor its subsidiaries, as shall be appointed by Boardresolution or these By-Laws.  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 establishprocedural rules for the conduct of all meetings of the committee.

          The Compensation Committee shall meet annually at the call of the chairman of the committee, and may hold such additional meetings asthe chairman may deem necessary.  A quorum shall consist of at least one-third of the voting members of the Compensation Committee, and in no event less than two (2) voting members of thecommittee.  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 theCompensation 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 recommending to the Board the compensation, employment arrangements and benefitprograms for officers of the Corporation and its subsidiaries.

          **Section 5.          Other Committees**.  The Board may byresolution 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 soauthorized shall be appointed by the Board from members of the Board.  In addition, the Chairman, if one has been elected by the Board, the President, the Chief Executive Officer and theSecretary 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, theseBy-Laws, the Certificate of Incorporation or resolutions adopted by the Board.

**ARTICLE VI**

**OFFICERS**

          **Section 1.          Designation of Executive Officers**.  TheBoard shall, at each annual meeting, elect a President and a Secretary, and may elect a Chairman, one or more Vice Chairmen and such other officers as the Board from time to time may deem necessaryor the business of the Corporation may require.  The Board shall designate either the Chairman or the President as the Chief Executive Officer, and may designate the President or anExecutive Vice President to be the Chief Operating Officer.  Any number of offices may be held by the same person except that no person may simultaneously hold the offices of President andSecretary.

          The election of all officers shall be made only by a vote of a majority of the entire Board.  If such election is not held atthe 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 aboveprovided.  Each person elected shall have such authority, bear such title and perform such duties as provided in these By-Laws and as the Board may prescribe from time totime.  All officers elected or appointed by the Board shall assume their duties immediately upon their election and shall hold office at the pleasure of the Board.  Whenever avacancy occurs among theCompany By-Laws - 12NEXT PAGEofficers, 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**.  Eachofficer shall serve until his or her successor is elected and duly qualified, the office is abolished or he or she is removed.  Any officer may be removed at any regular or special meetingof the Board called for that purpose, with or without cause, by an affirmative vote of a majority of the entire Board.

          **Section 3.          Chairman of the Board**.  The Chairman,if one has been elected by the Board, may 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 Corporationand its subsidiaries.  The Chairman shall preside at all meetings of the shareholders; preside at all meetings of the Board and Executive Committee; make recommendations to the Boardregarding appointments to all committees; and sign instruments in the name of the Corporation.

          **Section 4.          Chief Executive Officer**.  "The ChiefExecutive Officer of the Corporation, subject to the direction of the Board, shall be responsible for assuring that the policy decisions of the Board are implemented and carried out as formulated andshall have general management and control of the business and affairs of the Corporation and its subsidiaries.  The Chief Executive Officer shall be responsible, in consultation with suchofficers and members of the Board as he deems appropriate, for planning the growth of the Corporation and its subsidiaries.  The Chief Executive Officer shall be responsible for shareholderrelations, relations with investment bankers, other similar financial institutions and financial advisors, and shall be empowered to designate officers of the Corporation and its subsidiaries toassist in such activities.  The Chief Executive Officer shall be principally responsible for exploring opportunities for mergers, acquisitions and new business.  The ChiefExecutive Officer shall have the general supervision and direction of all of the Corporation's officers, subject to and consistent with policies enunciated by the Board.  The ChiefExecutive Officer shall under authority given to him, sign instruments in the name of the Corporation.  The Chief Executive Officer shall have such other powers as may be assigned to him bythe Board, its committees or, if a Chairman other than the Chief Executive Officer is elected by the Board, the Chairman.  The Chief Executive Officer shall be a member ex-officio, withpower to vote on all matters, of all committees of the Board, except the Audit Committee and the Compensation Committee.

          **Section 5.          Vice Chairman**.  One or more ViceChairmen may be appointed by the Board and shall have such authority and shall perform such duties as may be assigned to them, from time to time, by the Board, the Chairman or the Chief ExecutiveOfficer.  In the absence of or disability of the Chairman, or if the office of the Chairman is vacant by reason of death, resignation, failure of the Board to elect a Chairman or otherwise,the most senior Vice Chairman, if one has been elected by the Board, or such other person who the Board shall designate, shall exercise the powers and perform the duties which otherwise would fallupon the Chairman.  In the Chief Executive Officer's absence, the most senior Vice Chairman, if one has been elected by the Board, or such other person who the Board shall designate subjectto the direction of the Board, shall exercise the powers and perform the duties which otherwise would fall upon the Chief Executive Officer.

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          **Section 6.          The President**.  The President shall bethe Chief Executive Officer or the Chief Operating Officer of the Corporation, as determined by the Board, and shall be subject to the direction of the Board.  The President shall performsuch duties as from time to time may be assigned to him by these By-Laws, the Board, the Chief Executive Officer or, if elected by the Board, the Chairman or the most senior ViceChairman.  The President shall be a member ex-officio, with power to vote on all matters of all committees of the Board, except the Audit Committee and the Compensation Committee.

          **Section 7.          Chief Operating Officer**.  The ChiefOperating Officer shall have the general supervision and direction of all of the Corporation's operations and personnel, subject to and consistent with policies enunciated by the Board and thedirection of the Chief Executive Officer.  The Chief Operating Officer shall, under authority given to him, sign instruments in the name of the Corporation.  The Chief OperatingOfficer shall have such other powers and duties as may be assigned to him by the Board, its committees or the chief Executive Officer.

          **Section 8.          Vice Presidents**.  Executive VicePresidents, Senior Vice Presidents and Vice Presidents may be appointed by the Board to perform such duties as may be prescribed by these By-Laws, the Board or the Chief Executive Officer and theChief Operating Officer as permitted by the Board.

          **Section 9.          Secretary**.  The Secretary shall attendall 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 bekept for that purpose.  The Secretary shall perform such executive and administrative duties as may be assigned by the Board or the President.  The Secretary shall have charge ofthe 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 shallhave other such powers and duties as are generally incident to the office of Secretary and as may be assigned to him or her by the Board or the Chief Executive Officer.

          **Section 10.          Treasurer**.  The Treasurer shall be thechief accounting officer of the Corporation and shall be responsible for the maintenance of adequate systems and records.  The Treasurer shall also be the chief financial officer of theCorporation and shall keep a record of all assets, liabilities, receipts, disbursements and other financial transactions and shall see that all expenditures are made in accordance with proceduresduly established from time to time by the Board.  The Treasurer shall make such reports as may be required by the Board or as are required by law.

          **Section 11.          Other Officers**.  Other officersappointed 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.

          **Section 12.          Compensation of Officers**.  Thecompensation of all officers shall be fixed from time to time by the Board, upon the recommendation of the Compensation Committee.

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**ARTICLE VII**

**DIVIDENDS**

          The Board shall have the power, subject to the provisions of law and the requirements of the Certificate of Incorporation, to declareand 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 wherethere 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 thepayment of such dividends.

**ARTICLE VIII**

**AMENDMENTS**

          These By-Laws, except as provided by applicable law or the Certificate of Incorporation, or as otherwise set forth in these By-Laws, maybe amended or repealed at any regular meeting of the entire Board by the vote of two-thirds of the members of the entire Board; *provided*, however, that (a) a notice specifying the change oramendment 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 deliveredto the directors of the meeting at which the change or amendment shall be acted upon; and (c) any By-Law made by the Board may be altered, amended, rescinded or repealed by the holders of shares ofcapital stock entitled to vote thereon at any annual meeting or at any special meeting called for that purpose in accordance with the percentage requirement set forth in the Certificate ofIncorporation and/or these By-Laws.  Notwithstanding the foregoing, any provision of these By-Laws that contains a supermajority voting requirement shall only be altered, amended, rescindedor 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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