Exhibit
4.1

      


      BYLAWS

      


      OF

      


      ASTORIA
FEDERAL SAVINGS AND LOAN ASSOCIATION

      


      Amended
and Restated Effective as of January 31, 1995

      As
Amended Effective July 17, 1996

      As
Amended Effective September 30, 1997

      As
Amended Effective September 30, 1998

      As
Amended Effective July 21, 1999

      As
Amended Effective April 24, 2000

      As
Amended Effective November 17, 2004

      As
Amended Effective on or about May 18, 2005

      As
Amended Effective April 19, 2006

      As
Amended Effective May 20, 2009


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      BYLAWS
OF

      


      ASTORIA
FEDERAL SAVINGS AND LOAN ASSOCIATION

      


      ARTICLE
I. HOME OFFICE

      


      The home
office of Astoria Federal Savings and Loan ("ASSOCIATION") is 37-16 30th Avenue,
Long Island City, New York 11103.

      


      ARTICLE
II. SHAREHOLDERS

      


      Section 1. Place of
Meetings. All annual and special meetings of shareholders shall be held
at the administrative office of the ASSOCIATION located at One Astoria Federal
Plaza, Lake Success, New York or at such other place in the State in which the
principal place of business of the ASSOCIATION is located as the board of
directors may determine.

      


      Section 2. Annual
Meeting. A meeting of the shareholders of the ASSOCIATION for the
election of directors and for the transaction of any other business of the
ASSOCIATION shall be held annually within 120 days after the end of the
ASSOCIATION's fiscal year.

      


      Section 3. Special
Meetings. For a period of five years from the date of the completion of
the conversion of the ASSOCIATION from mutual to stock form, special meetings of
the shareholders relating to a change in control of the ASSOCIATION or to an
amendment of the Charter of the ASSOCIATION may be called only by the board of
directors. Thereafter, special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by the regulations of the Office of Thrift
Supervision ("OTS"), may be called at any time by the chairman of 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 the outstanding capital stock
of the ASSOCIATION entitled to vote at the meeting. Such written request shall
state the purpose or purposes of the meeting and shall be delivered at the home
office of the ASSOCIATION addressed to the chairman of the board, the president
or the secretary.

      


      Section 4. Conduct of
Meetings. Annual and special meetings shall be conducted in accordance
with the most current edition of Robert's Rules of Order unless otherwise
prescribed by regulations of the OTS or these bylaws. The board of directors
shall designate, when present, either the chairman of the board or president 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 is called 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


      
        
           


        

        
           


          
            

          

        

        
           


        

      

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      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 of the
ASSOCIATION 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 the business 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 a determination
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 a meeting
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 has been made as provided in this section, such determination shall
apply to any adjournment.

      


      Section 7. Voting
Lists. At least 20 days before each meeting of the shareholders, the
officer or agent having charge of the stock transfer books for shares of the
ASSOCIATION shall make a complete list of the shareholders entitled to vote at
such meeting, or any adjournment, 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 ASSOCIATION and shall be subject to
inspection by any shareholder 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 be subject to the
inspection by any shareholder during the entire time of the meeting. The
original stock transfer book shall constitute prima facie evidence of the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

      


      In lieu
of making the shareholder list available for inspection by shareholders as
provided in the preceding paragraph, the board of directors may elect to follow
the procedures prescribed in '552.6(d)
of the OTS's Regulations as now or hereafter in effect.

      


      Section 8. Quorum. A
majority of the outstanding shares of the ASSOCIATION entitled to vote,
represented in person or by proxy, 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 to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

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      Section 9. Proxies.
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by his duly authorized attorney in fact. Proxies
solicited on behalf of the management shall be 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 prosy coupled with an interest.

      


      Section 10. Voting of Shares
in the Name of Two or More Persons. When ownership stands in the name of
two or more persons, in the absence of written directions to the ASSOCIATION to
the contrary, at any meeting of the shareholders of the ASSOCIATION any one or
more of such shareholders may cast, in person or by proxy, all votes to which
such ownership is entitled. In the event an attempt is made to cast conflicting
votes, in person or by proxy, by the several persons in whose names shares of
stock stand, the vote or votes to which those persons are entitled shall be cast
as directed by a majority of those holding such 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 the absence of such provision, as the board of directors
of such corporation may determine. Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer into his name if authority to do so is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.

      


      A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee and thereafter the
pledgee, shall be entitled to vote the shares so transferred.

      


      Neither
treasury shares of its own stock held by the ASSOCIATION, 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 ASSOCIATION,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.

      


      Section 12. Cumulative
Voting. Shareholders shall not be entitled to cumulate their votes for
election of directors.

      


      Section 13. Inspectors of
Election. In advance of any meeting of shareholders, the board of
directors 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. If inspectors of election are not so appointed, the


      
        
           


        

        
           


          
            

          

        

        
           


        

      

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      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 the meeting, 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 the board of directors in advance of the
meeting, or at the meeting by the chairman of the board or the
president.

      


      Unless
otherwise prescribed by regulations of the OTS, 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 and effect 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 such acts as may be proper to conduct
the election or vote with fairness to all shareholders.

      


      Section 14. Nominating
Committee. The board of directors shall act as a nominating committee for
selecting the nominees for election as directors. Except in the case of a
nominee substituted as a result of the death or other incapacity of a 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
ASSOCIATION. No nominations for directors except those made by the nominating
committee shall be voted upon at the annual meeting unless other nominations by
shareholders are made in writing and delivered to the secretary of the
ASSOCIATION at least five 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 ASSOCIATION. Ballots bearing the names of all persons nominated by the
nominating 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 the annual meeting by any shareholder entitled to vote and shall be voted
upon.

      


      Section 15. New
Business. Any new business to be taken up at the annual meeting shall be
stated in writing and filed with the secretary of the ASSOCIATION at least five
days before the date of the annual meeting, and all business so stated,
proposed, and filed shall be considered at the annual meeting, but no other
proposal shall be acted upon at the annual meeting. Any shareholder may make any
other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at least
five 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. This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors
and committees; but in connection with such reports no new business shall be
acted upon at such annual meeting unless stated and filed as herein
provided.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

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      Section 16. 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 the
shareholders, may be taken without a meeting if consent in writing, setting
forth the action so taken, shall be given by all of the shareholders entitled to
vote with respect to the subject matter.

      


      ARTICLE
III. BOARD OF DIRECTORS

      


      Section 1. General
Powers.  The business and affairs of the ASSOCIATION shall be
under the direction of its board of directors. The board of directors shall
annually elect a chairman of the board and a president from among its members
and shall designate, when present, either the chairman of the board or the
president to preside at its meetings.

      


      Section 2. Number and
Term. The board of directors shall consist of nine 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 and qualified. One class shall be elected by ballot
annually.

      


      Section 3. Regular
Meetings. A regular meeting of the board of directors shall be held
without other notice than this bylaw immediately after, and at the same place
as, the annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place, within the ASSOCIATION's normal lending
territory, for the holding of additional regular meetings without other notice
than such resolution.

      


      Section 4.
Qualification. Each director shall at all times be the beneficial owner
of not less than 100 shares of capital stock of the ASSOCIATION unless the
ASSOCIATION 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, the president or one-third of the
directors. The persons authorized to call special meetings of the board of
directors may fix any place, within the ASSOCIATION's normal lending territory,
as the place for holding any special meeting of the board of directors called by
such persons.

      


      Members
of the board of directors may participate in special meetings by means of
conference telephone, or by means of similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person but shall not constitute attendance for the
purpose of compensation pursuant to Section 12 of this Article.

      


      Section 6. Notice.
Written notice of any special meeting shall be given to each director at least
two days prior thereto when delivered personally 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 postage


      
        
           


        

        
           


          
            

          

        

        
           


        

      

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      prepaid
if mailed, or when delivered to the telegraph company if sent by telegram. Any
director may waive notice of any meeting by a writing filed with the 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 is not
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 the transaction 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 given in the same manner as prescribed by Section
6 of this Article III.

      


      Section 8. Manner of
Acting. The act of the majority of 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 OTS 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 without a 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 ASSOCIATION addressed to
the chairman of the board or president. Unless otherwise specified such
resignation shall take effect upon receipt by the chairman of the board or
president. 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, effective when such resignation is
accepted by the board of directors.

      


      Section 11.
Vacancies. Any vacancy occurring in the board of directors 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 until the next election of directors by the
shareholders.  Any directorship to be filled by reason of an 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 of directors by the
shareholders.

      


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

      


      Section 13. Presumption of
Assent. A director of the ASSOCIATION who is present at a meeting of the
board of directors at which action on any ASSOCIATION matter is taken shall
be


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      -8-


      presumed
to have assented to the action taken unless his dissent or abstention shall be
entered in the minutes of the meeting or unless he shall file a written dissent
to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the ASSOCIATION 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 of such action.

      


      Section 14. Removal of
Directors. At a meeting of shareholders called expressly for that
purpose, any director may be removed 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 of the 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 the outstanding shares
as a whole.

      


      Section 15. Age Limitation
of Directors. No person 75 or above years of age shall be eligible for
election, reelection, appointment, or reappointment to the board of directors of
the ASSOCIATION. No director shall serve as such beyond the regular meeting of
the ASSOCIATION which immediately precedes the director becoming 75 years of
age. This age limitation does not apply to an advisory director.

      


      ARTICLE
IV. EXECUTIVE AND OTHER COMMITTEES

      


      Section 1.
Appointment. The board of directors, by resolution adopted by a majority
of the full board, may designate the chief executive officer and 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 any
responsibility imposed by law or regulation.

      


      Section 2. Authority.
The executive committee, when the board of directors is not in 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 executive committee
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
ASSOCIATION, 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 ASSOCIATION otherwise than
in the usual and regular course of its business; a voluntary dissolution of the
ASSOCIATION; 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 office until the next regular annual meeting of
the board of


      
        
           


        

        
           


          
            

          

        

        
           


        

      

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      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 executive committee 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 written or 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 business proposed to be
transacted at the meeting.

      


      Section 5. Quorum. A
majority of the members of the executive committee shall constitute 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 taken without 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.

      


      Section 8. Resignations and
Removal. Any member of the executive committee may be removed at any 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 of
the ASSOCIATION. 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 which shall 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 as they may determine to be
necessary or appropriate for the conduct of the business of the ASSOCIATION and
may prescribe the duties, constitution and procedures thereof.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

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      ARTICLE
V. OFFICERS

      


      Section 1. Positions.
The officers of the ASSOCIATION shall be a president, one or more vice
presidents, a secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may also designate the chairman of
the board as an officer. The president shall be the chief executive officer,
unless the board of directors designates the chairman of the board as chief
executive officer. The president shall be a director of the ASSOCIATION. The
offices of the secretary and treasurer may be held by the same person and a vice
president may also be either the secretary or the treasurer. 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 the ASSOCIATION 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 shall have such powers and
duties as generally pertain to their respective offices.

      


      Section 2. Election and Term
of Office. The officers of the ASSOCIATION 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 be held 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 an officer, employee or agent shall not of itself
create contractual rights. The board of directors may authorize the ASSOCIATION
to enter into an employment contract with any officer in accordance with
regulations of the OTS; but no such 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 ASSOCIATION will be served thereby, but such removal,
other than for cause, shall be without prejudice to the contractual rights, if
any, of the person so removed.

      


      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.

      


      ARTICLE
VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS

      


      Section 1. Contracts.
To the extent permitted by regulations of the OTS, and except as otherwise
prescribed by these bylaws with respect to certificates for shares, the board of
directors may authorize any officer, employee, or agent of the ASSOCIATION to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the ASSOCIATION. Such authority may be general or confined to
specific instances.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

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      Section 2. Loans. No
loans shall be contracted on behalf of the ASSOCIATION and no evidence of
indebtedness shall be issued in its name unless authorized by the board of
directors. Such authority may be general or confined 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 ASSOCIATION shall
be signed by one or more officers, employees or agents of the ASSOCIATION in
such manner as shall from time to time be determined by the board of
directors.

      


      Section 4. Deposits.
All funds of the ASSOCIATION not otherwise employed shall be deposited from time
to time to the credit of the ASSOCIATION in any duly authorized depositories as
the board of directors may select.

      


      ARTICLE
VII. CERTIFICATES FOR SHARES

      AND THEIR
TRANSFER

      


      Section 1. Certificates for
Shares. Certificates representing shares of capital stock of the
ASSOCIATION shall be in such form as shall be determined by the board of
directors and approved by the OTS. Such certificates shall be signed by the
chief executive officer or by any other officer of the ASSOCIATION 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 a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the ASSOCIATION
itself or one of its employees. Each certificate for shares of capital stock
shall 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 of
issue, shall be entered on the stock transfer books of the ASSOCIATION. All
certificates surrendered to the ASSOCIATION for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for 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 ASSOCIATION as the board of directors may
prescribe.

      


      Section 2. Transfer of
Shares. Transfer of shares of capital stock of the ASSOCIATION shall be
made only on its stock transfer books. Authority for such transfer shall be
given only by the holder of record or by his legal representative, who shall
furnish proper evidence of such authority, or by his attorney authorized by a
duly executed power of attorney and filed with the ASSOCIATION. 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
the ASSOCIATION shall be deemed by the ASSOCIATION to be the owner for all
purposes.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      -12-


      ARTICLE
VIII. FISCAL YEAR; ANNUAL AUDIT

      


      The
fiscal year of the ASSOCIATION shall end on December 31 of each year. The
ASSOCIATION shall be subject to an annual audit as of the end of its fiscal year
by independent public accountants appointed by and responsible to the board of
directors. The appointment of such accountants shall be subject to annual
ratification by the shareholders.

      


      ARTICLE
IX. DIVIDENDS

      


      Subject
to the terms of the ASSOCIATION's Charter and the regulations and orders of the
OTS, the board of directors may, from time to time, declare, and the ASSOCIATION
may pay, dividends on its outstanding shares of capital stock.

      


      ARTICLE
X. CORPORATE SEAL

      


      The board
of directors shall provide an ASSOCIATION seal, which shall be two concentric
circles between which shall be the name of the ASSOCIATION. 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 OTS at any
time by a majority vote of the full board of directors, or by a majority vote of
the votes cast by the shareholders of the ASSOCIATION at any legal
meeting.