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                                                                     EXHIBIT 3.2


                                    BYLAWS OF
                         FEDFIRST FINANCIAL CORPORATION

                   (Amended and Restated as of June 28, 2005)

                             ARTICLE I. HOME OFFICE

      The home office of FedFirst Financial Corporation (the "Subsidiary Holding
Company") shall be at Donner at Sixth, in the City of Monessen, in the County of
Westmoreland in the Commonwealth of Pennsylvania.

                            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 Company
or at such other convenient place as the board of directors may determine.

      Section 2. Annual Meeting. A meeting of the shareholders 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 Holding Company's fiscal year on the
third Wednesday of May if not a legal holiday, and if a legal holiday, then on
the next day following which is not a legal holiday, at 4:30 p.m., or at such
other date and time within such 150-day period as the board of directors may
determine.

      Section 3. Special Meetings. Special meetings of the shareholders for any
      ---------------------------
purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("Office") or the Federal Stock Charter of the
Subsidiary Holding Company, 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 of the
outstanding capital 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 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 written procedures for the conduct of meetings
adopted by the board of directors. 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




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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 of the 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 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 Subsidiary Holding Company shall make a complete list of the
shareholders entitled to vote at such meeting, or any adjournment 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 by any
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 be
subject to inspection by any shareholder of record or any 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
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 ss. 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 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

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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. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders, unless the vote of a greater number of shareholders voting
together or voting by classes is required by law or the charter. Directors,
however, are elected by a plurality of the votes cast at an election of
directors.

      Section 9. Proxies. At all meetings of shareholders, a shareholder may
      ------------------
vote by proxy executed in writing by the shareholder or by his or her 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 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 proxy 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 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 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 or her,
either in person or by proxy, without a transfer of such shares into 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 the control of a receiver may be voted by such receiver without
the transfer of such shares 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, and thereafter the pledgee shall be entitled to vote the
shares so transferred. Neither treasury shares of its own stock held by the
Subsidiary Holding Company, nor shares held by another


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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 or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.

      Section 12. Inspectors of Election. In advance of any meeting of
      ----------------------------------
shareholders, the board of directors may appoint any person 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 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
Office, the duties of such inspectors shall include: determining the number of
shares of stock 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 13. Nominating Committee. The board of directors shall appoint a
      --------------------------------
nominating committee for selecting the management nominees for election as
directors. 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 unless other 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 days notice 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 the annual 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 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.


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      Section 14. New Business. Any new business to be taken 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 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 the annual meeting was mailed or such public disclosure
was made, and all 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. 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 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
shareholder proposed 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
Subsidiary Holding 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 connection with such reports, no new business shall be acted
upon at such annual meting unless stated and filed as herein provided.

      Section 15. Informal Action by Shareholders. Any action required to be
      -------------------------------------------
taken at a meeting of the 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 thereof.

                         ARTICLE III. BOARD OF DIRECTORS

      Section l. General Powers. The business and affairs of the Subsidiary
      -------------------------
Holding Company 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 eight
      --------------------------
(8) 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 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 notice than
such resolution. Directors may participate in a meeting by


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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 shall constitute presence in person for all purposes.

      Section 4. Qualification. Each director shall at all times be the
      ------------------------
beneficial owner 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, the president,
or by one-third of the directors. The persons authorized to call special
meetings of the board of directors may fix any place, within the Subsidiary
Holding Company'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 similar 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 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
prepaid 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 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 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 without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.


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      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 or the president. Unless
otherwise specified, such resignation shall take effect upon receipt by the
chairman of the board or the 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 fee 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 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 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 taken unless 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 shall forward 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 of such action.

      Section 14. Removal of Directors. At a meeting of shareholders called
      --------------------------------
expressly for that purpose, any director may 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 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. Integrity of Directors. A person is not qualified to serve as
      ----------------------------------
a director if he or she: (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 a banking agency has, within the past ten years, issued a
cease and desist order for conduct involving dishonesty or breach of trust and
that order

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is final and not subject to appeal, or (3) has been found either by a regulatory
agency whose decision 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 or insurance, or any final cease and desist order issued by a
banking, securities, commodities or insurance regulatory agency.

                   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 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 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 of the 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 office until 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 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


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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 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. 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 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
Subsidiary Holding Company and may prescribe the duties, constitution, and
procedures thereof.

                               ARTICLE V. OFFICERS

      Section l. Positions. The officers of the Subsidiary Holding Company shall
      --------------------
be 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 designate the chairman of the board as an officer. The
offices of 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 or
comptroller. 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 Subsidiary 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


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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 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 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 Subsidiary Holding Company to enter into an
employment contract with any officer in accordance with regulations of the
Office; 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 Subsidiary Holding Company
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 l. Contracts. To the extent permitted by regulations of the
      --------------------
Office, 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 Subsidiary Holding Company to enter into any contract
or execute and deliver any instrument in the 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 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 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 by the board of directors.


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      Section 4. Deposits. All funds of the Subsidiary Holding Company not
      -------------------
otherwise employed shall be deposited 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 officer or 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 a
certificate 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 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 Subsidiary Holding
Company. All certificates surrendered to the Subsidiary Holding Company for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares has been surrendered and
canceled, 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 may prescribe.

      Section 2. Transfer of Shares. Transfer of shares of capital stock of the
      -----------------------------
Subsidiary Holding Company 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 or her legal representative, who shall furnish proper evidence of such
authority, or by his or her attorney authorized by a duly executed 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 the
Subsidiary 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 the 31st
day of December of each year. The appointment of accountants shall be subject 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 time to
time, declare, and the Subsidiary Holding Company may pay, dividends on its
outstanding shares of capital stock.


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                            ARTICLE X. CORPORATE SEAL

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

                           ARTICLE XI. INDEMNIFICATION

      The Subsidiary Holding Company shall indemnify all directors and officers
of the Subsidiary Holding Company, and their heirs, executors and
administrators, 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 their having 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.

                             ARTICLE XII. AMENDMENTS

      These bylaws may be amended in a manner consistent with regulations of the
Office and shall be effective after: (i) approval of the 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 an 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.



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