<PAGE>
                                                                   Exhibit 3(ii)


                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                               DIME BANCORP, INC.
                            (a Delaware corporation)
                             ----------------------


                                    ARTICLE I

                                     OFFICES

            SECTION 1. Registered office. The registered office of the Company
in the State of Delaware shall be in the City of Wilmington, County of New
Castle or such other place within the State of Delaware as may be designated in
the Certificate of Incorporation.

            SECTION 2. Additional offices. The Company may also have offices and
places of business at such other places, within and outside the State of
Delaware, as the Board of Directors ("Board") may from time to time determine.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

            SECTION 1. Place of meetings. All annual and special meetings of
stockholders shall be held at such place, within or outside the State of
Delaware, as shall be designated from time to time by the Board and stated in
the notice of the meeting.

            SECTION 2. Annual meetings. All regular meetings of the stockholders
of the Company for the election of Directors or for any other purpose shall be
held annually (i) on the fourth Friday in April if not a legal holiday (and if a
legal holiday, then on the first day following that is not a legal holiday) at
10:00 a.m.; or (ii) at such other date and time as the Board may determine.

            SECTION 3. Special meetings. Special meetings of the stockholders of
the Company for any purpose or purposes may be called by the Chairman of the
Board of Directors (or, if there is no such Chairman, by the Chief Executive
Officer of the Company) or by the Secretary of the Company at the written
request of a majority of the Directors then in office.

            SECTION 4. Conduct of meetings. The Chief Executive Officer of the
Company or, in his or her absence, the President of the Company or, in his or
her absence, such person as the Board may have designated shall call to order
any meeting of the stockholders and act as chairman of the meeting. Subject to
Sections 13 and 14 of this Article II, annual and special meetings of the
stockholders shall be conducted in


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accordance with practices and procedures as determined by the chairman of the
meeting.

            SECTION 5. Notice of meetings. Written notice of every meeting of
the stockholders, stating the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days before the date of
the meeting, either personally or by mail, by or at the direction of the Chief
Executive Officer, the President or the Secretary, or the Directors calling the
meeting, to each stockholder entitled to vote at such meeting or entitled to
notice of such meeting, except as otherwise provided herein, in the Certificate
of Incorporation, in a certificate of designation with respect to any series of
preferred stock or by law. If mailed, such notice shall be deemed to be
delivered when deposited in the mail, postage prepaid, addressed to the
stockholder at his or her address as it appears on the stock transfer books or
records of the Company as of the record date prescribed in Section 6 of this
Article II. When any stockholders' meeting, either annual or special, is
adjourned for 30 days or more or if a new record date is fixed, 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 the business to be transacted at such
adjourned 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
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock,
or in order to make a determination of stockholders for any other purpose, the
Board shall fix in advance a date as the record date for any such determination
of stockholders. Such date in any case shall be not more than 60 days and, in
case of a meeting of stockholders, not less than 10 days prior to, the date on
which the particular action requiring such determination of stockholders is to
be taken. When a determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this Section 5, such determination
shall also apply to any adjournment of such meeting unless the Board, at its
discretion, fixes a new record date for the adjourned meeting.

            SECTION 7. Voting lists.

            (a)   At least 10 days before each meeting of the stockholders, the
      officer or agent having charge of the stock transfer books for shares of
      the Company shall make a complete list of the stockholders 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
      stockholders shall be open to inspection by any stockholder, for any
      lawful purpose germane to such meeting, at any time during usual business
      hours for a period of 10 days prior to such meeting, either at a place
      within the city where the meeting is to be held, which place shall be
      specified in the notice of the meeting, or, if not so specified, at the
      place where the meeting is to be held. The list shall also be produced and
      kept open at the time and place of the meeting and shall be subject to the
      inspection of any stockholder during the entire time of the meeting.


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      The original stock transfer book shall constitute prima facie evidence as
      to who are the stockholders entitled to examine such list or transfer
      books or to vote at any meeting of stockholders.

            (b)   The Company may require any stockholder making a request for
      inspection of the list of stockholders entitled to vote at a meeting to
      provide a written representation as to the purpose for such request in
      order that the Company may determine whether such purpose is lawful and
      germane to such meeting. Such written representation shall also state that
      the list of stockholders shall not be used for any purpose other than the
      purpose set forth therein.

            (c) No stockholder who inspects the Company's list of stockholders
      pursuant to this Section 7 or otherwise shall have the right to make
      copies or prepare extracts of such list (unless and only to the extent
      that the Company is required by applicable law to allow the making of such
      copies or the preparation of such extracts).

            SECTION 8. Quorum. A majority of the outstanding shares of the
Company entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without notice other than announcement at
the meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

            SECTION 9.  Proxies.  At all meetings of stockholders, a
stockholder may vote by proxy in accordance with Section 212 of the Delaware
General Corporation Law.

            SECTION 10. Voting. The vote upon any question brought before a
meeting of the stockholders may be a voice vote, unless the holders of a
majority of the outstanding shares of all classes of stock entitled to vote
thereon present in person or by proxy at such meeting shall otherwise determine.
When a quorum is present at any meeting, the vote of the holders of a majority
of the stock that has voting power present in person or represented by proxy
(for this purpose, shares abstaining and "broker non-votes" shall be deemed to
be present at such meeting) shall decide any question properly brought before
such meeting, unless the question is the election of directors or one upon
which, under applicable law, the Certificate of Incorporation, a certificate of
designation of any series of preferred stock or these By-laws a different vote
(including the manner of calculating such vote) is required, in which case such
provision shall govern and control the decision of such question.

            SECTION 11. Voting of shares in the name of two or more persons.
When share ownership stands in the name of two or more persons, in the absence
of written directions to the Company to the contrary from all of such owners, at
any meeting of the stockholders of the Company any one or more of such
stockholders may cast, in


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person or by proxy, all votes to which such ownership is entitled. If 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
shares 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 12.  Voting of shares by certain holders.

            (a)   Shares standing in the name of a 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 standing in the name 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.

            (b)   Treasury shares of the Company's stock held by the Company
      shall not 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 13.  Nominations.

            (a)   No nominations for Directors except those made by the Board
      shall be voted upon at the annual meeting other than nominations made by
      any stockholder entitled to vote in the election of Directors who gives
      written notice of such stockholder's intent to make such nomination or
      nominations, either by personal delivery or by United States mail, postage
      prepaid, to the secretary of the Company:

            (1)   with respect to an election to be held at an annual meeting of
                  stockholders, not less than 60 days nor more than 90 days in
                  advance of the anniversary of the date of the notice of
                  meeting mailed to stockholders in connection with the previous
                  year's annual meeting of stockholders; and

            (2)   with respect to an election to be held at a special meeting of
                  stockholders for the election of Directors, not later than the
                  close of business on the seventh day following the day on
                  which notice of such meeting is first given to stockholders.

            (b)   Each such notice of a stockholder's intent to make such
      nomination or nominations shall set forth:


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            (1)   the name and address of the stockholder who intends to make
                  the nomination or nominations and of the person or persons to
                  be nominated;

            (2)   a representation that the stockholder is a holder of record of
                  stock of the Company entitled to vote at such meeting and
                  intends to appear in person or by proxy at the meeting to
                  nominate the person or persons specified in the notice, and a
                  statement of the number of shares owned by such stockholder,
                  beneficially and of record;

            (3)   a description of any arrangement or understanding (written or
                  verbal, express or implied) (i) between such stockholder and
                  each nominee, (ii) between such stockholder and any other
                  person or persons (such notice to include the names of such
                  other person or persons) and (iii) to the extent known by such
                  stockholder, between each nominee and any other person or
                  persons (such notice to include the names of such other person
                  or persons), pursuant to which the nomination or nominations
                  is or are to be made by the stockholder or relating to such
                  nomination (for purposes of this Section 13 the term
                  "stockholder" shall be deemed to include any person on whose
                  behalf the stockholder is acting);

            (4)   such other information regarding each nominee proposed by such
                  stockholder as would be required to be included in a proxy
                  statement filed pursuant to the proxy rules of the Securities
                  and Exchange Commission had the nominee been nominated or
                  intended to be nominated by the board of Directors;

            (5)   the written consent of each nominee to serve as a Director of
                  the Company if elected; and

            (6)   the written certification of each nominee (with other
                  documents or information supporting such certification) that
                  the nominee is qualified to be a Director of the Company
                  pursuant to the qualification requirements of Article III,
                  Section 12 of these Bylaws.

The presiding officer of any meeting of the stockholders may refuse to
acknowledge the nomination of any person if not made in compliance with these
Bylaws. Ballots bearing the names of all the persons so nominated by the Board
and by stockholders shall be provided for use at the annual meeting.

            (c)   No stockholder nomination for director shall be acknowledged
      at a meeting of stockholders unless the stockholder who gave written
      notice of his or her intent to make such nomination is present in person
      or by proxy at such meeting and makes the nomination.


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            SECTION 14.  New business.

            (a)   The Board or any stockholder may make a proposal to be acted
      upon at an annual meeting of stockholders, provided that any such proposal
      by a stockholder is made in writing and delivered either by personal
      delivery or by United States mail, postage prepaid, to the secretary of
      the Company not less than 60 days nor more than 90 days in advance of the
      anniversary of the date of the notice of meeting mailed to stockholders in
      connection with the previous year's annual meeting of stockholders.

            Each such stockholder proposal must set forth:

            (1)   the name and address of the stockholder making the proposal;

            (2)   a representation that the stockholder is a holder of record of
                  stock of the Company entitled to vote at such meeting and
                  intends to appear in person or by proxy at the meeting to move
                  such proposal;

            (3)   a brief description of the proposal to be made; and

            (4)   a description of any material interest (other than
                  proportionally as a stockholder) of such stockholder in such
                  proposal.

            (b)   Any such proposal may be deemed out of order and need not be
      discussed, considered, acted or voted upon or laid over for action at any
      meeting of stockholders if the Chief Executive Officer (or such other
      officer of the Company who shall preside at the relevant meeting of
      stockholders) determines that such proposal was not delivered in
      compliance with these Bylaws or that such proposal deals or relates to:

            (1)   any action or matter that, if taken or effectuated by the
                  Company, would be in violation of, or contrary to, any
                  applicable law or regulation or would result in a breach or
                  violation by the Company of any contractual obligation;

            (2)   any action or matter that is impossible or beyond the
                  Company's power to take or effectuate;

            (3)   any action or matter that is not a proper subject for action
                  by the stockholders of the Company;

            (4)   any action or matter involving or relating to the conduct of
                  the ordinary business of the Company;

            (5)   any action or matter that is substantially duplicative of, or
                  counter to, any business or proposal that is to be considered
                  at such meeting of stockholders;


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            (6)   any action or matter that has been rendered moot; or

            (7)   the redress of a personal claim or grievance against the
                  Company or any other person or entity, or any action or matter
                  that is designated to result in a benefit to the stockholder
                  or to further a personal interest, which benefit or interest
                  is not shared with the other stockholders of the Company at
                  large.

            (c)   No more than two proposals from any stockholder or group of
      stockholders acting as such may be discussed, considered, acted or voted
      upon or laid over for action at any annual or other meeting of
      stockholders.

            (d)   No proposal from a stockholder shall be discussed, considered,
      acted or voted upon or laid over for action at an annual or other meeting
      of stockholders unless such stockholder is present in person or by proxy
      at such annual or other meeting of stockholders.

            (e)   Proposals to be acted upon at a special meeting of the
      stockholders may only be made by the Board or by the person calling such
      meeting pursuant to Section 3 of this Article II.


                                   ARTICLE III

                               BOARD OF DIRECTORS

            SECTION 1. General powers. The business and affairs of the Company
shall be under the direction of its Board of Directors which may exercise all
such powers of the Company and do all such lawful acts and things as are not by
law or by the Certificate of Incorporation directed or required to be exercised
or done by the stockholders. The Board shall annually elect a Chairman of the
Board (who shall not be an officer of the Company, unless the Board determines
otherwise) and a Chief Executive Officer and a President (each of whom shall be
officers of the Company) from among its members. The Board shall designate the
Chairman of the Board and, in his or her absence, the Chief Executive Officer
and, in his or her absence, the President to preside at its meetings in such
manner as shall be determined by the Board. Any number of such positions may be
held by the same person.

            SECTION 2.  Number and term.

            (a)   The Board of Directors shall consist of not less than seven
      nor more than 24 members, such number of Directors to be determined from
      time to time by resolution adopted by a vote of a majority of the
      Directors then in office.

            (b)   Except as may be otherwise provided in the Certificate of
      Incorporation or a certificate of designation with respect to any series
      of preferred stock, the Board 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


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      and until their successors are elected and qualified. One class shall be
      elected by ballot at each annual meeting of the stockholders.

            (c)   Anything to the contrary in these Bylaws or any resolution
      adopted by the Board of Directors regarding the age to which Directors may
      serve notwithstanding, a Director who was or became a Director upon the
      merger of Anchor Bancorp, Inc. with the Company (or a subsidiary thereof)
      shall be eligible to serve as a Director until the annual meeting of
      stockholders next to occur after his or her 75th birthday (or any
      subsequent birthday specified in the Certificate of Incorporation, these
      Bylaws or such a resolution).

            SECTION 3. Regular meetings. Regular meetings of the Board of
Directors may be held at such times and places as the Board shall from time to
time determine and no further notice shall be required to be given. By action of
the Board at any meeting, or with the written consent of the majority of the
Directors at the time in office, any regular meeting may be omitted.

            SECTION 4. Special meetings. Special meetings may be called by the
Chief Executive Officer or the President on at least 24 hours' notice to each
Director, either personally or by facsimile telecommunication, mail or other
appropriate means. Special meetings shall be called by the Chief Executive
Officer, the President or the Secretary in like manner and on like notice within
20 days after receipt of the written request of one-third of the Directors then
in office.

            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 need be specified in
the notice or waiver of notice of such meeting.

            The persons authorized to call special meetings of the Board may fix
any place as the place for holding any special meeting of the Board.

            SECTION 5.  Quorum.

            (a)   A majority of the Directors then in office shall constitute a
      quorum for the transaction of business at any meeting of the Board, 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 manner prescribed by Section 4 of
      this Article III.

            (b)   Members of the Board or of any committee may participate in
      any meeting of the Board or such committee by means of a conference
      telephone or similar communications equipment allowing all persons
      participating in the meeting to hear each other.


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            SECTION 6.  Manner of acting.

            (a)   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, unless a
      greater number is prescribed by law, the Certificate of Incorporation or
      these Bylaws.

            (b)   In taking action, including, without limitation, action which
      may involve or relate to a change or potential change in the control of
      the Company or its subsidiaries, a Director shall be entitled to consider,
      without limitation, (i) both the long-term and the short-term interests of
      the Company and its stockholders and (ii) the effects that the Company's
      actions may have in the short-term or in the long-term upon any of the
      following:

            (1)   the prospects for potential growth, development, productivity
                  and profitability of the Company and its subsidiaries;

            (2)   the Company's current employees;

            (3)   the Company's retired employees and other beneficiaries
                  receiving or entitled to receive retirement, welfare or
                  similar benefits from or pursuant to any plan sponsored, or
                  agreement entered into, by the Company;

            (4)   the Company's customers and creditors; and

            (5)   the ability of the Company to provide, as a going concern,
                  products, services, employment opportunities and employment
                  benefits and otherwise to contribute to the communities in
                  which it does business.

Nothing in this paragraph shall create any duties owed by any Director to any
person or entity to consider or afford any particular weight to any of the
foregoing or abrogate any duty of the Directors, whether statutory or recognized
by common law or court decisions.

            SECTION 7. Action without a meeting. Any action required or
permitted to be taken by the Board or any committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the Board or of such committee.

            SECTION 8. Resignation. Any Director may resign from the Board or
any committee at any time by sending a written notice of such resignation to the
Company addressed to the Chairman of the Board, the Chief Executive Officer or
the President. Unless otherwise specified, such resignations shall take effect
upon receipt.

            SECTION 9. Vacancies. Any vacancy occurring on the Board or any
newly created position on the Board resulting from an increase in the number of
Directors pursuant to Section 2 of this Article III shall be filled (a) by the
affirmative vote of a majority of the Directors then in office, although less
than a quorum, or (b) by the sole remaining Director if there is only one such
Director, or (c) in the event (and only in


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the event) of the failure of the directors or sole remaining Director so to act,
by the stockholders at the next annual meeting of stockholders. Each Director so
chosen shall hold office for the remainder of the full term expiring at the
annual meeting of stockholders at which the term expires of the class of
Directors to which he or she has been elected and until such Director's
successor has been elected and has qualified. If the number of Directors is
changed, any increase or decrease shall be apportioned among the three classes
of Directors so as to make all classes as nearly equal in number as possible.
Subject to the preceding sentence, the increase or decrease may be allocated to
any class or classes the majority of the Directors then in office selects in its
discretion. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.

            SECTION 10. Compensation. Directors, as such, may receive a stated
salary for their services and/or 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 or any standing or special committee. No such
salary or payment shall preclude any Director from serving the Company in any
other capacity and receiving compensation for his or her services.

            SECTION 11.  Removal of Directors.

            (a)   At an annual meeting of stockholders or a special meeting of
      stockholders called expressly for that purpose, any Director may be
      removed for cause by a vote of the holders of 66 2/3 percent of the shares
      then entitled to vote at an election of Directors. Cause for removal shall
      be deemed to exist only if the Director whose removal is proposed has been
      convicted of a felony by a court of competent jurisdiction or has been
      adjudged by a court of competent jurisdiction to be liable for gross
      negligence or misconduct in the performance of such Director's duty to the
      Company and such adjudication is no longer subject to direct appeal.

            (b)   The Board, by resolution adopted by a vote of a majority of
      the Directors then in office, may remove any Director who has been removed
      by the appropriate federal banking agency.

            SECTION 12. Qualifications of Directors.  No person shall be
qualified to be elected or appointed or to continue to serve as a Director of
the Company if:

            (a)   he or she (1) is a director (including advisory or honorary
      director), senior executive officer or branch manager of, or (2) has an
      obligation, in the form of an agreement (express or implied) to act, with
      respect to management responsibilities, on behalf of, a Competing
      Institution;

            (b)   his or her service, taking into consideration the other
      Directors to serve concurrently with him or her, would cause any
      depository institution subsidiary of the Company to become potentially
      liable, pursuant to Section 5(e) of the Federal Deposit Insurance Act,
      with


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      respect to deposits ("cross-guaranty liability") of any depository
      institution that is not a subsidiary of the Company (the "cross-guaranty
      institution"), provided that if such person, together with the other
      actual or potential Directors who create such potential cross-guaranty
      liability, represent a majority of the Directors of the Company, this
      provision shall not apply if prior to the date that such persons would be
      up for election at a stockholder meeting or would otherwise be appointed,
      the holding company for the cross-guaranty institution has

            (1)   (A) filed and obtained effectiveness of a registration
                  statement under the Securities Act of 1933 or a proxy
                  statement under the Securities Exchange Act of 1934, as
                  applicable, and (B) filed with the appropriate banking
                  regulators applications or notices, as applicable, with
                  respect to a proposal to acquire control of the Company and
                  containing a proposed agreement (in form and substance
                  customary for such agreements in the banking industry in the
                  United States) to merge or otherwise combine with the holding
                  company of such other institution, and

            (2)   provided to the Company an express, legally binding, written
                  undertaking to cause such merger or combination to occur as
                  promptly as practicable, subject to legally required approvals
                  of the Board of Directors and stockholders of the Company as
                  well as the satisfaction of other legally required conditions
                  to consummation; or

            (c)   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 whom 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 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.

For purposes of this Section 12, a "Competing Institution" means (1) (a) any
"other depository institution or depository holding company" (other than the
Company or an affiliate of the Company) described in Section 203 of the
Depository Institution Management Interlocks Act, 12 U.S.C. Section 3202, or (b)
one of the ten largest mortgage companies in the United States (based on assets
or revenues as of the most recently completed calendar quarter) or (2) any
affiliate


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of a depository institution, depository holding company or other company
described in clause (1)(a) or (1)(b).

Should any person fail to qualify to continue to serve as a Director under the
qualifications set forth in this Section 12, such person shall immediately cease
to be a Director of the Company and shall be deemed to have resigned. The Board
of Directors of the Company shall resolve all disputes and ambiguities regarding
interpretation and application of this Section 12.


                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

            SECTION 1. Executive Committee. The standing committee of the Board
of Directors shall be an Executive Committee. The Executive Committee shall
consist of the Chairman, the Chief Executive Officer, the President, and the
chairman of each other standing committee of the Board established pursuant to
Section 2 of Article IV of the Bylaws. The Executive Committee shall have and
may exercise, between meetings of the Board of Directors, all the powers and
authority of the Board in the management of the business and affairs of the
Company, including without limitation, the power and authority to declare a
dividend, to authorize the issuance of stock, to adopt a certificate of
ownership and merger and to indemnify directors, and may authorize the seal of
the Company to be affixed to all papers which may require it, except that the
Executive Committee shall not have such power or authority to fill vacancies on
the Board or on any committee of the Board, including the Executive Committee.

            SECTION 2. Other Committees. The Board may, by resolution passed by
a majority of the entire Board, designate one or more other standing or other
committees. The other standing committees of the Board shall be an Audit
Committee, a Compensation Committee, a Community Reinvestment Act Committee, a
Strategic Planning Committee, a Governance and Nominating Committee, and an
Investment Committee. Each committee shall consist of one or more of the
Directors of the Company as shall be designated by a majority of the whole Board
and shall have such lawfully delegable powers and duties as the Board may
confer. Each committee shall serve at the pleasure of the Board of Directors.
Except as may otherwise be determined by the Board, the Chief Executive Officer
will have the authority to recommend for the approval of the Board a chairman of
each committee from among the members of such committee. The Board may designate
one or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Except as
otherwise provided by law, any committee, to the extent provided by resolution
of the Board, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Company (including
the power to take any action or exercise any authority granted to the Board
under these Bylaws), and may authorize the seal of the Company to be affixed to
all papers which may require it. Any committee or committees so designated by
the Board shall have such name or names as may be determined from time to time
by resolution adopted by the Board. Unless otherwise prescribed by the Board, a
majority of the members of the committee shall constitute a quorum for the
transaction of business, and


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the act of a majority of the members present at a meeting at which there is a
quorum shall be the act of such committee. Each committee may prescribe its own
rules for calling and holding meetings and its method of procedure, subject to
any rules prescribed by the Board, and shall keep a written record of all
actions taken by it.


                                    ARTICLE V

                                WAIVERS OF NOTICE

            Whenever any notice is required to be given by law or under the
provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the time of the event for which notice is to be given, shall be
deemed equivalent to such notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.


                                   ARTICLE VI

                                    OFFICERS

            SECTION 1. Positions. The officers of the Company shall be a Chief
Executive Officer, a President, a Secretary and a Treasurer, each of whom shall
be elected by the Board. The Board may also elect one or more Vice Chairmen
and/or Vice Presidents and such other officers as the business of the Company
may require. The officers shall have such authority and perform such duties as
the Board may from time to time authorize or determine. In the absence of action
by the Board, the officers shall have such powers or duties as generally pertain
to their respective offices. Any number of offices may be held by the same
person.

            SECTION 2. Election and term of office. The officers of the Company
shall be elected by the Board. Each officer shall hold office until a successor
shall have been duly elected and qualified or until the officer's death,
resignation or removal in the manner provided in these Bylaws.

            SECTION 3. Removal. Any officer may be removed by the Board
whenever, in its judgment, the best interests of the Company will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contract 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.

            SECTION 5.  Remuneration.  The remuneration of officers
shall be fixed from time to time by the Board.


                                       13
<PAGE>
            SECTION 6.  Duties of officers.

            (a)   Chief Executive Officer. The Chief Executive Officer of the
      Company shall be responsible for the active management, direction and
      supervision of the Company, its operations, securities and obligations,
      subject to the control of the Board, and shall have all the powers and
      perform all the duties incidental to such office. The Chief Executive
      Officer shall preside at all meetings of the stockholders. Unless
      otherwise determined by the Board, the Chief Executive Officer shall have
      the power to vote all shares of stock and other securities owned by the
      Company.

            (b)   President. The President shall be the Chief Operating Officer
      of the Company if so designated by the Board. The President shall also
      perform such other duties as may, from time to time, be assigned to him or
      her by the Board, or the Chief Executive Officer. In the absence or
      disability of the Chief Executive Officer, he or she shall perform the
      duties of and exercise the powers of the Chief Executive Officer.

            (c)   Secretary. The Secretary shall attend all meetings of the
      Board and the stockholders as he or she may be requested by the Board to
      attend, and record (or cause to be recorded) all votes and the minutes of
      all proceedings in books to be kept for that purpose, and shall perform
      like duties for the committees when required. He or she shall give, or
      cause to be given, notice of all meetings of the stockholders and special
      meetings of the Board, and shall perform such other duties as may be
      prescribed by the Board, the Chief Executive Officer, the President or
      such other officer under whose supervision he or she shall act. He or she
      shall keep in safe custody the seal of the Company and, when authorized by
      the Board, affix the seal to any instrument requiring it and, when so
      affixed, it shall be attested by his or her signature or by the signature
      of the Treasurer or any Assistant Secretary or Assistant Treasurer. He or
      she shall keep the minutes of such meetings, and shall have such powers
      and perform such duties as usually pertain to the office of Secretary. He
      or she shall also perform such other duties as may from time to time be
      assigned to him or her by the Board or the Chief Executive Officer.

            (d)   Treasurer. The Treasurer, subject to the approval of the Board
      and the Chief Executive Officer, shall have the management of the cash and
      securities of the Company and shall perform all acts incident to the
      position of Treasurer and such other duties as may from time to time be
      assigned to him or her by the Board or the Chief Executive Officer.

            (e)   Other Officers. All other officers shall have such powers and
      perform such duties as may be assigned to them by the Board or the Chief
      Executive Officer.


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<PAGE>
                                   ARTICLE VII

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

            SECTION 1. Contracts. To the extent permitted by law, and except as
otherwise prescribed by these Bylaws with respect to certificates for shares,
the Board may authorize any officer, employee or agent of the Company to enter
into any contract or loan, or execute and deliver any instrument in the name of
and on behalf of the Company. Such authority may be general or confined to
specific instances.

            SECTION 2. 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 Company shall be signed by one or more officers, employees or agents
of the Company in such manner as shall from time to time be determined by the
Board.

            SECTION 3.  Deposits.  All funds of the Company not
otherwise employed shall be deposited from time to time to the credit
of the Company in any of its duly authorized depositories as the Board
may select.


                                  ARTICLE VIII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

            SECTION 1. Certificates for shares. Certificates representing shares
of capital stock of the Company shall be in such form as shall be determined by
the Board. Such certificates shall be signed by the Chairman, the President or
by any other officer of the Company authorized by the Board, attested by the
Secretary or an Assistant Secretary and may, but need not, bear the seal of the
Company. 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 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 Company. All certificates surrendered to the Company for transfer shall
be cancelled and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost or destroyed certificate, a new
certificate may be issued therefor upon such terms and indemnity to the Company
as the Board may prescribe.

            SECTION 2. Transfer of shares. Transfer of shares of capital stock
of the 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 authorized attorney by power of attorney duly executed and filed with the
Company. Such transfer shall be made only on surrender for cancellation of the
certificate for such shares and only upon compliance with provisions, if any,
restricting the transfer of such shares.


                                       15
<PAGE>
            SECTION 3. Registered stockholders. The person in whose name shares
of capital stock stand on the books of the Company shall be deemed by the
Company to be the owner of such shares for all purposes.


                                   ARTICLE IX

                                   FISCAL YEAR

            The fiscal year of the Company shall end on December 31 of each
year.


                                    ARTICLE X

                              DIVIDENDS AND RESERVE

            SECTION 1. Dividends. Subject to applicable law and the terms of the
Certificate of Incorporation and any certificate of designation with respect to
a series of preferred shares, the Board may, from time to time, declare, and the
Company may pay, dividends on its outstanding shares of capital stock. Such
dividends may be paid in cash, in property, or in shares of the capital stock of
the Company.

            SECTION 2. Reserves. Before payment of any dividend, there may be
set aside out of any funds of the Company available for dividends such sum or
sums as the Board from time to time, in its absolute discretion, believes proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Company, or for such other
purpose as the Board shall think conducive to the interest of the Company, and
the Board may modify or abolish any such reserve in the manner in which it was
created.


                                   ARTICLE XI

                                 CORPORATE SEAL

            The Board of Directors shall adopt a corporate seal and use the same
by causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.


                                   ARTICLE XII

                                   AMENDMENTS

            These Bylaws may be amended or repealed from time to time by the
affirmative vote of the holders of at least 66-2/3 percent of the total votes
eligible to be cast at a meeting for the election of Directors at a meeting of
stockholders held for such purpose, or by a resolution adopted by a majority of
the Directors then in office.

Dated as of June 22, 2001


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