FREEDOM
      FINANCIAL GROUP, INC.


__________





AMENDMENT
      TO BYLAWS





The
      Bylaws of Freedom Financial Group, Inc., a Delaware corporation, as adopted
      January 1, 2003, and as amended April 26, 2005, are further amended as
      follows:





*Paragraph
      (e) of Section 2.2 is amended to read in its entirety as
      follows:*





(e)  Quorum.





(i)  Unless
      the Board of Directors expressly determines a different quorum requirement
      for a
      particular meeting of the Stockholders, a quorum for the transaction of any
      business shall consist of Thirty Five Percent (35%) of the voting power of
      all
      shares of stock and/or other voting securities then outstanding which are
      present in person or by proxy, unless a separate vote by class or series or
      classes or series is required in which case at least Thirty Five Percent (35%)
      of the voting power of each such class or series must be present in person
      or by
      proxy to constitute a quorum for the transaction of any business. Unless
      otherwise specified in the certificate or document creating the series or class,
      the affirmative vote of the majority of such quorum, in the aggregate or by
      class or series as the case may be, will be deemed the act of the Stockholders.
      In those cases where statute requires that certain acts be affirmed by a vote
      of
      a majority of all outstanding stock or other voting securities, whether voting
      by class or series or in the aggregate, the Board of Directors may specify
      in
      the notice of the meeting that a quorum shall consist of not less than that
      combination of outstanding voting power which would be required to take the
      action under consideration at the meeting, if all voted unanimously in favor
      of
      the relevant proposal.





(ii)  If
      a
      quorum fails to attend any meeting of the Stockholders, the presiding officer
      of
      such meeting may adjourn such meeting from time to time to another place, date
      or time, until a quorum is present or represented. At such a previously
      adjourned meeting which is resumed and at which a quorum is present or
      represented, any business may be transacted that might have been transacted
      at
      the meeting of the Stockholders as originally noticed. The foregoing
      notwithstanding, if a notice of any adjourned special meeting of the
      Stockholders is sent to all Stockholders entitled to vote at such meeting which
      states that such adjourned special meeting will be held with those present
      in
      person or by proxy constituting a quorum, then, except as otherwise required
      by
      law, or in the certificate or other documents creating the class or series,
      those present at such adjourned special meeting of the Stockholders will
      constitute a quorum and all matters will be determined by a majority of the
      votes cast at such special meeting.








CERTIFICATION





The
      undersigned hereby certifies that the above and foregoing is a true and correct
      copy of the Amendment to Bylaws of Freedom Financial Group, Inc., a Delaware
      corporation, as adopted by the Board of Directors on May 7, 2008, which became
      effective on August 21, 2008, upon the Stockholders’ approval on that date, at
      the corporation’s Annual Meeting of Stockholders, of a corresponding amendment
      to the corporation’s Certificate of Incorporation, as amended.





/s/
                Thomas M. HolgateThomas
                M. Holgate, Secretary