**Exhibit 3.2**

**BYLAWS**

**OF**

**SUGAR CREEK FINANCIAL CORP.**

**ARTICLE I. Home Office**

The home office of Sugar Creek Financial Corp. (the “Subsidiary Holding Company”) is 28 West Broadway, in the City of Trenton, in the County ofClinton, in the State of Illinois. 

**ARTICLE II. Shareholders**

Section l. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Subsidiary Holding Companyor at such other convenient place as the board of directors may determine. 

Section 2. Annual Meeting. A meeting of theshareholders of the Subsidiary Holding Company for the election of directors and for the transaction of any other business of the Subsidiary Holding Company shall be held annually within 150 days after the end of the Subsidiary HoldingCompany’s fiscal year on such date as the board of directors may determine. 

Section 3. Special Meetings. Special meetingsof the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (“Office”) or the Federal MHC Subsidiary Holding Company Charter, may be called at any time by the chairmanof the board, the president or a majority of the board of directors, and shall be called by the chairman of the board, the president or the secretary upon the written request of the holders of not less than one-tenth of all of the outstandingcapital stock of the Subsidiary Holding Company entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Subsidiary Holding Company addressed to thechairman of the board, the president or the secretary. 

Section 4. Conduct of Meetings. Annual and special meetings shall beconducted by the person designated by the board of directors to preside at such meetings in accordance with the written procedures agreed to by the board of directors. These written procedures will be available to shareholders prior to and at themeeting to which the procedures apply. The board of directors shall designate, when present, either the chairman of the board or such other person as designated by the board of directors to preside at such meetings. 

Section 5. Notice of Meetings. Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting iscalled shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary or the directors calling the meeting,to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records ofthe Subsidiary Holding Company 

as of the record date prescribed in Section 6 of this Article II, with postage prepaid. When any shareholders’ meeting, either annual or special,is adjourned for 30 days or more, 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 30 days or of thebusiness to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken. 

Section 6.Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make adetermination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of ameeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders hasbeen made as provided in this section, such determination shall apply to any adjournment. 

Section 7. Voting Lists. At least 20days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Subsidiary Holding Company shall make a complete list of the shareholders entitled to vote at such meeting, or anyadjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Subsidiary Holding Company and shall be subject to inspection byany shareholder of record or the shareholder’s agent at any time during usual business hours, for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall besubject to inspection by any shareholder of record or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute *prima facie* evidence of the shareholders entitled to examine such listor transfer books or to vote at any meeting of shareholders. 

In lieu of making the shareholder list available for inspection byshareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in §552.6(d) of the Office’s regulations as now or hereafter in effect. 

Section 8. Quorum. A majority of the outstanding shares of the Subsidiary Holding Company entitled to vote, represented in person or byproxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue totransact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to voteon the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by 

 

2 

classes is required by law or the charter of the Subsidiary Holding Company. Directors, however, are elected by a plurality of the votes cast at an electionof directors. 

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by theshareholder or by his duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the shareholder. Proxies solicited on behalf of the management shallbe voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with aninterest. 

Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or morepersons, in the absence of written directions to the Subsidiary Holding Company to the contrary, at any meeting of the shareholders of the Subsidiary Holding Company any one or more of such shareholders may cast, in person or by proxy, all votes towhich 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 asdirected by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree. 

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in theabsence 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 or her, either in person or by proxy, without a transfer of such sharesinto his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name.Shares held in trust in an IRA or Keogh Account, however, may be voted by the Subsidiary Holding Company if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under thecontrol of a receiver may be voted by such receiver without the transfer thereof into his or her 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 shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, andthereafter the pledgee shall be entitled to vote the shares so transferred. 

Neither treasury shares of its own stock held by theSubsidiary Holding Company nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Subsidiary Holding Company, shall be voted at any meeting orcounted in determining the total number of outstanding shares at any given time for purposes of any meeting. 

 

3 

Section 12. Inspectors of Election. In advance of any meeting of shareholders, the board ofdirectors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. Ifinspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at themeeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by theboard of directors in advance of the meeting, or at the meeting by the chairman of the board or the president. 

Unless otherwise prescribedby regulations of the Office, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity andeffect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and suchacts as may be proper to conduct the election or vote with fairness to all shareholders. 

Section 13. Nominating Committee.Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting.Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unlessother nominations by shareholders are made in writing and delivered to the secretary of the Subsidiary Holding Company at least 30 days prior to the date of the annual meeting; *provided, however,* that in the event that less than 40 daysnotice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10th day following the day on which notice of the date of theannual meeting was mailed or such public disclosure was made. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. Ballots bearing the names of all persons nominated by thenominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at theannual meeting by any shareholder entitled to vote and shall be voted upon. 

Section 14. New Business. Any new business to betaken up at the annual meeting shall be stated in writing and filed with the secretary at least 30 days before the date of the annual meeting; *provided, however,* that in the event that less than 40 days notice or prior public disclosure ofthe date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed or such publicdisclosure was made, and all other business so stated, proposed and filed shall be considered at the annual meeting so long as such business relates to a proper subject matter for shareholder action; but no other proposal shall be acted upon at theannual meeting. Any shareholder may make any other proposal at the 

 

4 

annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least 30 days before the meeting,such proposal shall be laid over for action at an adjourned, special or annual meeting of the shareholders taking place 30 days or more thereafter. A shareholder’s notice to the secretary shall set forth as to each matter the shareholderproposed to bring before the annual meeting (a) a brief description of the proposal desired to be brought before the annual meeting and (b) the name and address of such shareholder and the class and number of shares of the SubsidiaryHolding Company which are owned of record or beneficially by such shareholder. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but in connectionwith such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided. 

Section 15. Informal Action by Shareholders. Any action required to be taken at a meeting of shareholders, or any other action which may be taken at a meeting of shareholders, may be taken without a meeting if consent inwriting, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter thereof. 

**ARTICLE III. Board of Directors**

Section l. General Powers. The business and affairs of the Subsidiary HoldingCompany shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board from among its members and, when present, the chairman of the board shall preside at its meetings. If the chairman ofthe board is not present, the board shall select one of its members to preside at its meeting. 

Section 2. Number and Term. Theboard of directors shall consist of six (6) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected andqualified. One class shall be elected by ballot annually. 

Section 3. Regular Meetings. A regular meeting of the board ofdirectors shall be held without other notice than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other noticethan such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all persons participating can hear each other at the same time. Participation by such means shallconstitute presence in person for all purposes. 

Section 4. Qualification. Each director shall at all times be the beneficialowner of not less than 100 shares of capital stock of the Subsidiary Holding Company unless the Subsidiary Holding Company is a wholly owned subsidiary of a holding company. 

Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board or byone-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by such persons. 

 

5 

Members of the board of directors may participate in special meetings by means of conference telephone orsimilar communications equipment by which all persons participating in the meeting can hear and speak to each other. Such participation shall constitute presence in person for all purposes. 

Section 6. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when deliveredpersonally or by telegram or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postageprepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Subsidiary Holding Company receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed withthe secretary. 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 to the transaction of any business because the meeting isnot lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. 

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for thetransaction of business at any meeting of the board of directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be givenin the same manner as prescribed by Section 6 of this Article III. 

Section 8. Manner of Acting. The act of the majorityof the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the Office or by these bylaws. 

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken withouta meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. 

Section 10.Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Subsidiary Holding Company addressed to the chairman of the board. Unless otherwise specified, such resignation shall takeeffect upon receipt by the chairman of the board. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effectivewhen such resignation is accepted by the board of directors. 

Section 11. Vacancies. Any vacancy occurring on the board ofdirectors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve only until the next election of directorsby the shareholders. Any directorship to be filled by reason of an 

 

6 

increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election ofdirectors by the shareholders. 

Section 12. Compensation. Directors, as such, may receive compensation for their services. Byresolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committeesmay be allowed such compensation for attendance at committee meetings as the board of directors may determine. 

Section 13.Presumption of Assent. A director of the Subsidiary Holding Company who is present at a meeting of the board of directors at which action on any Subsidiary Holding Company matter is taken shall be presumed to have assented to the action takenunless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shallforward such dissent by registered mail to the secretary of the Subsidiary Holding Company within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor ofsuch action. 

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any directormay be removed only for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions ofthe charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of theoutstanding shares as a whole. 

Section 15. Integrity of Directors. A person is not qualified to serve as director if he orshe: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who abanking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whosedecision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities orinsurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency. 

Section 16. Age Limitation for Directors. No person 75 years of age shall be eligiblefor election, re-election, appointment or re-appointment to the board of directors of the Subsidiary Holding Company. No director shall serve as such beyond the annual meeting of the Subsidiary Holding Company immediately following his or her75th birthday. 

 

7 

**ARTICLE IV. Executive and Other Committees**

Section l. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officerand two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of anyresponsibility imposed by law or regulation. 

Section 2. Authority. The executive committee, when the board of directors is notin session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executivecommittee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Subsidiary Holding Company, or recommending to the shareholders a plan of merger,consolidation, or conversion; the sale, lease or other disposition of all or substantially all of the property and assets of the Subsidiary Holding Company otherwise than in the usual and regular course of its business; a voluntary dissolution ofthe Subsidiary Holding Company; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest. 

Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold officeuntil the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee. 

Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executivecommittee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be writtenor oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the businessproposed to be transacted at the meeting. 

Section 5. Quorum. A majority of the members of the executive committee shallconstitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. 

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be takenwithout a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee. 

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors. 

 

8 

Section 8. Resignations and Removal. Any member of the executive committee may be removed atany time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary ofthe Subsidiary Holding Company. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective. 

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure whichshall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred. 

Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committees composed of directors asthey may determine to be necessary or appropriate for the conduct of the business of the Subsidiary Holding Company and may prescribe the duties, constitution and procedures thereof. 

**ARTICLE V. Officers**

Section l. Positions. The officers of theSubsidiary Holding Company shall be a chief executive officer, a president, one or more vice presidents, a secretary and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designatethe chairman of the board as an officer. The offices of the chief executive officer, the president or the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer orcomptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of theSubsidiary Holding Company may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shallhave such powers and duties as generally pertain to their respective offices. 

Section 2. Election and Term of Office. Theofficers of the Subsidiary Holding Company shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall beheld as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of anofficer, employee, or agent shall not of itself create contractual rights. The board of directors may authorize the Subsidiary Holding Company to enter into an employment contract with any officer in accordance with regulations of the Office; but nosuch contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V. 

Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Subsidiary Holding Company will be served thereby, but such removal, other thanfor cause, shall be without prejudice to the contractual rights, if any, of the person so removed. 

 

9 

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal,disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term. 

Section 5.Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors by employment contracts or otherwise. 

Section 6. Age Limitation for Officers. No person 75 years of age shall be eligiblefor election, re-election, appointment or re-appointment to the board of directors of the Subsidiary Holding Company following his or her 75th birthday unless specifically authorized by specific resolution of the board of directors. 

**ARTICLE VI.Contracts, Loans, Checks and Deposits**

Section l. Contracts. To the extent permitted by regulations of the Office, and except asotherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Subsidiary Holding Company to enter into any contract or execute and deliver any instrument inthe name of and on behalf of the Subsidiary Holding Company. Such authority may be general or confined to specific instances. 

Section 2. Loans. No loans shall be contracted on behalf of the Subsidiary Holding Company and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general orconfined to specific instances. 

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money,notes or other evidences of indebtedness issued in the name of the Subsidiary Holding Company shall be signed by one or more officers, employees or agents of the Subsidiary Holding Company in such manner as shall from time to time be determined bythe board of directors. 

Section 4. Deposits. All funds of the Subsidiary Holding Company not otherwise employed shall bedeposited from time to time to the credit of the Subsidiary Holding Company in any duly authorized depositories as the board of directors may select. 

**ARTICLE VII. Certificates for Shares and Their Transfer**

Section l. Certificates for Shares.Certificates representing shares of capital stock of the Subsidiary Holding Company shall be in such form as shall be determined by the board of directors and approved by the Office. Such certificates shall be signed by the chief executive officeror by any other officer of the Subsidiary Holding Company authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon acertificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Subsidiary Holding Company itself or one of its employees. Each certificate for shares of capital stock shall 

 

10 

be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date ofissue, shall be entered on the stock transfer books of the Subsidiary Holding Company. All certificates surrendered to the Subsidiary Holding Company for transfer shall be cancelled and no new certificate shall be issued until the former certificatefor a like number of shares has been surrendered and cancelled, except that in case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Subsidiary Holding Company as the board of directors mayprescribe. 

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Subsidiary Holding Company shall be madeonly on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a dulyexecuted power of attorney and filed with the Subsidiary Holding Company. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of theSubsidiary Holding Company shall be deemed by the Subsidiary Holding Company to be the owner for all purposes. 

**ARTICLE VIII. Fiscal Year**

The fiscal year of the Subsidiary Holding Company shall end on March 31 of each year. The appointment of accountants shall besubject to annual ratification by the shareholders. 

**ARTICLE IX. Dividends**

Subject to the terms of the Subsidiary Holding Company’s charter and the regulations and orders of the Office, the board of directors may, from timeto time, declare, and the Subsidiary Holding Company may pay, dividends on its outstanding shares of capital stock. 

**ARTICLE X. CorporateSeal**

The board of directors shall provide a Subsidiary Holding Company seal, which shall be two concentric circles between which shallbe the name of the Subsidiary Holding Company. The year of incorporation or an emblem may appear in the center. 

**ARTICLE XI. Amendments**

These bylaws may be amended in a manner consistent with regulations of the Office and shall be effective after: (i) approval ofthe amendment by a majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Subsidiary Holding Company at any legal meeting, and (ii) receipt of any applicable regulatory approval.When the Subsidiary Holding Company fails to meet its quorum requirements, solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws. 

 

11 

**ARTICLE XII. Indemnification**

The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors andadministrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of theirhaving been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to,judgments, court costs and attorneys’ fees and the cost of reasonable settlements. 

 

12