BAY STATE BANCORP, INC.

                           AMENDED AND RESTATED BYLAWS

                            ARTICLE I - STOCKHOLDERS


     Section 1. Annual Meeting.

     An annual  meeting of the  stockholders,  for the  election of Directors to
succeed those whose terms expire and for the  transaction of such other business
as may properly  come before the meeting,  shall be held at such place,  on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within  thirteen  (13)  months  subsequent  to the later of the date of
incorporation or the last annual meeting of stockholders.

     Section 2. Special Meetings.

     Subject  to the rights of the  holders of any class or series of  preferred
stock of the  Corporation,  special  meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of Directors which the Corporation  would have if
there  were no  vacancies  on the Board of  Directors  (hereinafter  the  "Whole
Board").

     Section 3. Notice of Meetings.

     Written  notice  of the  place,  date,  and  time  of all  meetings  of the
stockholders  shall be given,  not less than ten (10) nor more than  sixty  (60)
days  before the date on which the  meeting is to be held,  to each  stockholder
entitled  to vote at such  meeting,  except  as  otherwise  provided  herein  or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General  Corporation Law or the Certificate of Incorporation of the
Corporation).

     When a meeting is adjourned to another place, date or time,  written notice
need not be given of the adjourned  meeting if the place,  date and time thereof
are  announced  at the  meeting  at which the  adjournment  is taken;  provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally  noticed, or if a new record
date is fixed for the adjourned meeting,  written notice of the place, date, and
time of the  adjourned  meeting shall be given in  conformity  herewith.  At any
adjourned  meeting,  any  business  may be  transacted  which  might  have  been
transacted at the original meeting.

     Section 4. Quorum.

     At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock  entitled  to vote at the  meeting,  present in person or by
proxy  (after  giving  effect  to  the  provisions  of  Article  FOURTH  of  the
Corporation's  Certificate of Incorporation),  shall constitute a quorum for all
purposes,  unless or except to the extent that the  presence of a larger  number
may be required by law. Where a separate vote by a class or classes is required,
a  majority  of the  shares  of such  class or  classes  present  in  person  or
represented by proxy (after giving effect to the provisions of Article FOURTH of
the  Corporation's  Certificate  of  Incorporation)  shall  constitute  a quorum
entitled to take action with respect to that vote on that matter.


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If a quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of stock  entitled to vote who are  present,
in person or by proxy, may adjourn the meeting to another place, date, or time.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders  entitled to vote thereat,  stating that it will be held with those
present in person or by proxy  constituting  a quorum,  then except as otherwise
required by law, those present in person or by proxy at such  adjourned  meeting
shall constitute a quorum,  and all matters shall be determined by a majority of
the votes cast at such meeting.

     Section 5. Organization.

     Such  person  as the  Board of  Directors  may have  designated  or, in the
absence of such a person,  the Chairman of the Board of the  Corporation  or, in
his or her absence, such person as may be chosen by the holders of a majority of
the shares entitled to vote who are present,  in person or by proxy,  shall call
to order any meeting of the stockholders and act as chairman of the meeting.  In
the absence of the  Secretary of the  Corporation,  the secretary of the meeting
shall be such person as the chairman appoints.

     Section 6. Conduct of Business.

     (a) The chairman of any meeting of  stockholders  shall determine the order
of business and the procedures at the meeting,  including such regulation of the
manner of voting and the conduct of  discussion  as seem to him or her in order.
The date and time of the  opening  and closing of the polls for each matter upon
which  the  stockholders  will vote at the  meeting  shall be  announced  at the
meeting.

     (b) At any annual meeting of the stockholders,  only such business shall be
conducted  as shall  have been  brought  before  the  meeting:  (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  stockholder  of the
Corporation  who is entitled to vote with respect  thereto and who complies with
the  notice  procedures  set forth in this  Section  6(b).  For  business  to be
properly  brought before an annual  meeting by a stockholder,  the business must
relate to a proper subject  matter for  stockholder  action and the  stockholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the Corporation not less than
ninety  (90) days prior to the date of the annual  meeting;  provided,  however,
that in the event that less than one hundred  (100) days' notice or prior public
disclosure of the date of the meeting is given or made to  stockholders,  notice
by the  stockholder  to be timely must be  received  not later than the close of
business on the 10th day  following  the day on which such notice of the date of
the  annual   meeting  was  mailed  or  such  public   disclosure  was  made.  A
stockholder's  notice to the  Secretary  shall set forth as to each  matter such
stockholder proposes to bring before the annual meeting: (i) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual  meeting;  (ii) the name and address,
as they appear on the  Corporation's  books, of the  stockholder  proposing such
business;  (iii)  the class and  number of shares of the  Corporation's  capital
stock that are  beneficially  owned by such  stockholder;  and (iv) any material
interest of such stockholder in such business. Notwithstanding anything in these
Bylaws to the contrary,  no business  shall be brought before or conducted at an
annual  meeting  except in accordance  with the provisions of this Section 6(b).
The Officer of the Corporation or other person presiding over the annual meeting
shall,  if the facts so  warrant,  determine  and  declare to the  meeting  that
business  was not properly  brought  before the meeting in  accordance  with the
provisions  of this  Section  6(b) and, if he should so  determine,  he shall so
declare to the meeting and any such  business so  determined  to be not properly
brought before the meeting shall not be transacted.


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     At any special  meeting of the  stockholders,  only such business  shall be
conducted as shall have been brought  before the meeting by or at the  direction
of the Board of Directors.

     (c) Only persons who are nominated in accordance  with the  procedures  set
forth in these Bylaws shall be eligible for election as  Directors.  Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of  stockholders  at which directors are to be elected only: (i) by
or at the direction of the Board of Directors; or (ii) by any stockholder of the
Corporation  entitled to vote for the  election of  Directors at the meeting who
complies  with the  notice  procedures  set  forth in this  Section  6(c).  Such
nominations,  other  than  those  made by or at the  direction  of the  Board of
Directors,  shall be made by timely  notice in writing to the  Secretary  of the
Corporation.  To be timely, a stockholder's  notice shall be delivered or mailed
to and received at the principal  executive  offices of the Corporation not less
than ninety (90) days prior to the date of the meeting; provided,  however, that
in the event that less than one hundred  (100) days' notice or prior  disclosure
of the  date of the  meeting  is given or made to  stockholders,  notice  by the
stockholder  to be  timely  must be so  received  not  later  than the  close of
business on the 10th day  following  the day on which such notice of the date of
the meeting was mailed or such public  disclosure was made.  Such  stockholder's
notice shall set forth: (i) as to each person whom such stockholder  proposes to
nominate for election or re-election as a Director,  all information relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election  of  directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected);  and (ii) as to the stockholder giving
the notice (x) the name and address, as they appear on the Corporation's  books,
of such stockholder and (y) the class and number of shares of the  Corporation's
capital stock that are beneficially owned by such stockholder. At the request of
the Board of  Directors,  any person  nominated  by the Board of  Directors  for
election as a Director  shall furnish to the Secretary of the  Corporation  that
information  required to be set forth in a  stockholder's  notice of  nomination
which  pertains to the  nominee.  No person  shall be eligible for election as a
Director of the Corporation  unless  nominated in accordance with the provisions
of this Section 6(c). The Officer of the  Corporation or other person  presiding
at the meeting shall,  if the facts so warrant,  determine that a nomination was
not  made  in  accordance  with  such  provisions  and,  if he or she  shall  so
determine,  he or  she  shall  so  declare  to the  meeting  and  the  defective
nomination shall be disregarded.

     Section 7. Proxies and Voting.

     At any meeting of the stockholders,  every stockholder entitled to vote may
vote in person or by proxy  authorized  by an  instrument  in  writing  filed in
accordance  with  the  procedure  established  for the  meeting.  Any  facsimile
telecommunication or other reliable  reproduction of the writing or transmission
created  pursuant to this  paragraph may be  substituted  or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing  or  transmission  could be used,  provided  that such  copy,  facsimile
telecommunication or other reproduction shall be a complete  reproduction of the
entire original writing or transmission.

     All voting,  including  on the election of Directors  but  excepting  where
otherwise required by law or by the governing documents of the Corporation,  may
be made by a voice  vote;  provided,  however,  that upon  demand  therefor by a
stockholder  entitled to vote or his or her proxy,  a stock vote shall be taken.
Every stock vote shall be taken by ballot, each of which shall state the name of
the  stockholder  or proxy voting and such other  information as may be required
under the procedures  established  for the meeting.  The  Corporation  shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate  inspectors  to replace

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any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of  stockholders,  the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting.  Each inspector,  before entering upon
the discharge of his duties,  shall take and sign an oath  faithfully to execute
the duties of inspector  with strict  impartiality  and according to the best of
his ability.

     All elections  shall be  determined  by a plurality of the votes cast,  and
except as otherwise  required by law or the  Certificate of  Incorporation,  all
other matters shall be determined by a majority of the votes cast.

     Section 8. Stock List.

     A  complete  list  of  stockholders  entitled  to vote  at any  meeting  of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares  registered in his
or her name, shall be open to the examination of any such  stockholder,  for any
purpose germane to the meeting,  during ordinary  business hours for a period of
at least ten (10) days prior to the  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 stock list shall  also be kept at the place of the  meeting  during the
whole time thereof and shall be open to the examination of any such  stockholder
who is present.  This list shall  presumptively  determine  the  identity of the
stockholders  entitled  to vote at the  meeting and the number of shares held by
each of them.

     Section 9. Consent of Stockholders in Lieu of Meeting.

     Subject  to the rights of the  holders of any class or series of  preferred
stock of the  Corporation,  any action  required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of  stockholders  of the  Corporation  and may not be effected by any consent in
writing by such stockholders.

                         ARTICLE II - BOARD OF DIRECTORS

     Section 1. General Powers, Number, Term of Office and Limitations.

     The business and affairs of the Corporation shall be under the direction of
its Board of Directors.  The number of Directors who shall  constitute the Whole
Board  shall be such  number as the Board of  Directors  shall from time to time
have designated,  except that in the absence of such designation shall be seven.
The Board of Directors  shall  annually elect a Chairman of the Board from among
its members who shall, when present, preside at its meetings.

     The  Directors,  other than those who may be elected by the  holders of any
class or series of Preferred Stock,  shall be divided,  with respect to the time
for which they  severally  hold  office,  into three  classes,  with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of  office of the  second  class to expire  at the  annual  meeting  of
stockholders  one year  thereafter  and the term of office of the third class to
expire at the annual meeting of  stockholders  two years  thereafter,  with each
Director to hold office until his or her successor  shall have been duly elected
and qualified.  At each annual  meeting of  stockholders,  Directors  elected to
succeed those  Directors  whose terms then expire shall be elected for a term of
office to expire at the third  succeeding  annual meeting of stockholders  after
their  election,  with each  Director to hold office until his or her  successor
shall have been duly elected and qualified.


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     Section 2. Vacancies and Newly Created Directorships.

     Subject  to the rights of the  holders of any class or series of  Preferred
Stock,  and unless the Board of Directors  otherwise  determines,  newly created
directorships  resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors  resulting  from death,  resignation,
retirement,  disqualification,  removal from office or other cause may be filled
only by a majority  vote of the  Directors  then in office,  though  less than a
quorum,  and  Directors so chosen  shall hold office for a term  expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected  expires and until such  Director's  successor shall have
been duly  elected  and  qualified.  No  decrease  in the  number of  authorized
directors  constituting  the  Board  shall  shorten  the  term of any  incumbent
Director.

     Section 3. Regular Meetings.

     Regular  meetings of the Board of Directors  shall be held at such place or
places,  on such  date or dates,  and at such  time or times as shall  have been
established  by the Board of Directors and  publicized  among all  Directors.  A
notice of each regular meeting shall not be required.

     Section 4. Special Meetings.

     Special meetings of the Board of Directors may be called by one-third (1/3)
of the Directors then in office (rounded up to the nearest whole number), by the
Chairman of the Board or the President or, in the event that the Chairman of the
Board or President are  incapacitated  or otherwise unable to call such meeting,
by the  Secretary,  and shall be held at such place,  on such date,  and at such
time as they, or he or she,  shall fix.  Notice of the place,  date, and time of
each such special  meeting shall be given each Director by whom it is not waived
by mailing  written  notice not less than five (5) days before the meeting or by
telegraphing or telexing or by facsimile  transmission of the same not less than
twenty-four  (24) hours before the meeting.  Unless  otherwise  indicated in the
notice thereof, any and all business may be transacted at a special meeting.

     Section 5. Quorum.

     At any  meeting of the Board of  Directors,  a majority  of the Whole Board
shall constitute a quorum for all purposes. If a quorum shall fail to attend any
meeting,  a majority of those present may adjourn the meeting to another  place,
date, or time, without further notice or waiver thereof.

     Section 6. Participation in Meetings By Conference Telephone.

     Members  of the  Board  of  Directors,  or of any  committee  thereof,  may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other and such  participation  shall
constitute presence in person at such meeting.

     Section 7. Conduct of Business.

     At any meeting of the Board of Directors,  business  shall be transacted in
such  order and  manner as the  Board may from time to time  determine,  and all
matters shall be determined by the vote of a majority of the Directors  present,
except as otherwise  provided  herein or required by law. Action may be taken by
the Board of

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Directors  without a meeting if all members  thereof consent thereto in writing,
and the writing or writings  are filed with the  minutes of  proceedings  of the
Board of Directors.

     Section 8. Powers.

     The Board of Directors may, except as otherwise  required by law,  exercise
all such powers and do all such acts and things as may be  exercised  or done by
the  Corporation,  including,  without limiting the generality of the foregoing,
the unqualified power:

          (1) To declare dividends from time to time in accordance with law;

          (2)  To  purchase  or  otherwise  acquire  any  property,   rights  or
     privileges on such terms as it shall determine;

          (3) To authorize the creation, making and issuance, in such form as it
     may  determine,  of  written  obligations  of  every  kind,  negotiable  or
     non-negotiable,  secured or  unsecured,  and to do all things  necessary in
     connection therewith;

          (4) To remove any Officer of the  Corporation  with or without  cause,
     and from time to time to devolve the powers and duties of any Officer  upon
     any other person for the time being;

          (5) To  confer  upon  any  Officer  of the  Corporation  the  power to
     appoint, remove and suspend subordinate Officers, employees and agents;

          (6) To adopt from time to time such  stock,  option,  stock  purchase,
     bonus or other  compensation plans for Directors,  Officers,  employees and
     agents of the Corporation and its subsidiaries as it may determine;

          (7) To adopt from time to time such insurance,  retirement,  and other
     benefit  plans  for  Directors,  Officers,  employees  and  agents  of  the
     Corporation and its subsidiaries as it may determine;

          (8) To adopt  from time to time  regulations,  not  inconsistent  with
     these Bylaws, for the management of the Corporation's business and affairs;
     and

          (9)  To  fix  the  Compensation  of  officers  and  employees  of  the
     Corporation and its subsidiaries as it may determine.

     Section 9. Compensation of Directors.

     Directors,  as such,  may receive,  pursuant to  resolution of the Board of
Directors,  fixed fees and other  compensation  for their services as Directors,
including,  without  limitation,  their services as members of committees of the
Board of Directors.

                            ARTICLE III - COMMITTEES

     Section 1. Committees of the Board of Directors.


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     The Board of Directors,  by a vote of a majority of the Board of Directors,
may from time to time  designate  committees  of the Board,  with such  lawfully
delegable powers and duties as it thereby  confers,  to serve at the pleasure of
the Board and shall,  for these  committees and any others  provided for herein,
elect a Director or Directors to serve as the member or members, designating, if
it desires,  other Directors as alternate  members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may  exercise  the power and  authority  of the Board of  Directors to declare a
dividend,  to  authorize  the  issuance  of stock or to adopt a  certificate  of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law  if  the  resolution  which  designates  the  committee  or  a  supplemental
resolution  of the  Board of  Directors  shall so  provide.  In the  absence  or
disqualification  of any member of any committee and any alternate member in his
or her place, the member or members of the committee  present at the meeting and
not  disqualified  from  voting,  whether or not he or she or they  constitute a
quorum,  may by unanimous vote appoint  another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.

     Section 2. Conduct of Business.

     Each  committee  may  determine  the  procedural   rules  for  meeting  and
conducting  its  business  and  shall  act in  accordance  therewith,  except as
otherwise  provided herein or required by law. Adequate  provision shall be made
for notice to members of all  meetings.  The quorum  requirements  for each such
committee shall be a majority of the members of such committee  unless otherwise
determined  by the  Board  of  Directors  by a  majority  vote of the  Board  of
Directors  which  such  quorum  determined  by a  majority  of the  Board may be
one-third of such members and all matters considered by such committees shall be
determined by a majority vote of the members present. Action may be taken by any
committee  without a meeting if all members  thereof consent thereto in writing,
and the writing or writings  are filed with the  minutes of the  proceedings  of
such committee.

     Section 3. Nominating Committee.

     The Board of Directors  shall appoint a Nominating  Committee of the Board,
consisting of not less than three (3) members.  The Nominating  Committee  shall
have  authority:  (a) to review any  nominations  for  election  to the Board of
Directors made by a stockholder of the Corporation  pursuant to Section 6(c)(ii)
of Article I of these Bylaws in order to determine  compliance  with such Bylaw;
and (b) to  recommend  to the Whole Board  nominees for election to the Board of
Directors to replace those Directors whose terms expire at the annual meeting of
stockholders next ensuing.


                              ARTICLE IV - OFFICERS

     Section 1. Generally.

     (a) The Board of Directors as soon as may be  practicable  after the annual
meeting of  stockholders  shall choose a Chairman of the Board,  Chief Executive
Officer, a President,  one or more Vice Presidents,  a Secretary and a Treasurer
and from time to time may choose such other officers as it may deem proper.  The
Chairman of the Board shall be chosen  from among the  Directors.  Any number of
offices may be held by the same person.

     (b) The term of  office  of all  Officers  shall be until  the next  annual
election of Officers and until their  respective  successors  are chosen but any
Officer  may be removed  from  office at any time by the  affirmative  vote of a
majority of the authorized  number of Directors then  constituting  the Board of
Directors.


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     (c) All Officers  chosen by the Board of  Directors  shall have such powers
and duties as  generally  pertain to their  respective  Offices,  subject to the
specific  provisions  of this  ARTICLE  IV. Such  officers  shall also have such
powers  and  duties  as from  time to time  may be  conferred  by the  Board  of
Directors or by any committee thereof.

     Section 2. Chairman of the Board of Directors.

     The Chairman of the Board, subject to the provisions of these Bylaws and to
the  direction  of the Board of  Directors,  when present  shall  preside at all
meetings of the stockholders of the Corporation. The Chairman of the Board shall
perform such duties  designated  to him by the Board of Directors  and which are
delegated to him or her by the Board of Directors by  resolution of the Board of
Directors.

     Section 3. President and Chief Executive Officer.

     The President and Chief Executive Officer shall have general responsibility
for the  management  and control of the business and affairs of the  Corporation
and shall perform all duties and have all powers which are commonly  incident to
the office of President  and Chief  Executive  Officer or which are delegated to
him or her by the Board of  Directors.  Subject to the direction of the Board of
Directors,  the President and Chief  Executive  Officer shall have power to sign
all stock certificates, contracts and other instruments of the Corporation which
are authorized  and shall have general  supervision of all of the other Officers
(other than the Chairman of the Board), employees and agents of the Corporation.

     Section 4. Vice President.

     The Vice  President  or Vice  Presidents  shall  perform  the duties of the
President in his absence or during his  inability to act. In addition,  the Vice
Presidents  shall perform the duties and exercise the powers usually incident to
their respective  offices and/or such other duties and powers as may be properly
assigned  to them by the Board of  Directors,  the  Chairman of the Board or the
President.  A Vice  President or Vice  Presidents may be designated as Executive
Vice President or Senior Vice President.

     Section 5. Secretary.

     The Secretary or Assistant Secretary shall issue notices of meetings, shall
keep their minutes, shall have charge of the seal and the corporate books, shall
perform such other duties and exercise such other powers as are usually incident
to such office  and/or  such other  duties and powers as are  properly  assigned
thereto by the Board of Directors,  the Chairman of the Board or the  President.
Subject to the direction of the Board of Directors, the Secretary shall have the
power to sign all stock certificates.

     Section 6. Treasurer.

     The Treasurer  shall be the  Comptroller of the  Corporation and shall have
the responsibility for maintaining the financial records of the Corporation.  He
or she shall  make such  disbursements  of the funds of the  Corporation  as are
authorized  and  shall  render  from  time  to  time  an  account  of  all  such
transactions and of the financial  condition of the  Corporation.  The Treasurer
shall also perform such other duties as the Board of Directors  may from time to
time  prescribe.  Subject  to the  direction  of the  Board  of  Directors,  the
Treasurer shall have the power to sign all stock certificates.


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     Section 7. Assistant Secretaries and Other Officers.

     The Board of Directors may appoint one or more  Assistant  Secretaries  and
such other  Officers who shall have such powers and shall perform such duties as
are  provided  in these  Bylaws  or as may be  assigned  to them by the Board of
Directors, the Chairman of the Board or the President.

     Section 8. Action with Respect to Securities of Other Corporations.

     Unless otherwise  directed by the Board of Directors,  the President or any
Officer of the Corporation  authorized by the President shall have power to vote
and otherwise act on behalf of the  Corporation,  in person or by proxy,  at any
meeting of  stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise  any and all rights and powers  which this  Corporation  may possess by
reason of its ownership of securities in such other corporation.


<PAGE>

                                ARTICLE V - STOCK

     Section 1. Certificates of Stock.

     Each  stockholder  shall be entitled to a certificate  signed by, or in the
name of the Corporation  by, the Chairman of the Board or the President,  and by
the  Secretary  or  an  Assistant  Secretary,  or  any  Treasurer  or  Assistant
Treasurer,  certifying  the number of shares  owned by him or her. Any or all of
the signatures on the certificate may be by facsimile.

     Section 2. Transfers of Stock.

     Transfers  of stock  shall be made  only  upon  the  transfer  books of the
Corporation  kept  at  an  office  of  the  Corporation  or by  transfer  agents
designated to transfer  shares of the stock of the  Corporation.  Except where a
certificate is issued in accordance with Section 4 of Article V of these Bylaws,
an  outstanding   certificate  for  the  number  of  shares  involved  shall  be
surrendered for cancellation before a new certificate is issued therefor.

     Section 3. Record Date.

     In order that the  Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of  stockholders,  or to receive  payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other  lawful  action,  the Board of  Directors  may fix a record
date,  which  record  date shall not  precede  the date on which the  resolution
fixing the record date is adopted  and which  record date shall not be more than
sixty  (60)  nor less  than ten (10)  days  before  the date of any  meeting  of
stockholders,  nor more than  sixty  (60) days  prior to the time for such other
action as hereinbefore described;  provided,  however, that if no record date is
fixed by the Board of Directors,  the record date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived,  at the close of business on the next day preceding the day
on which the meeting is held,  and,  for  determining  stockholders  entitled to
receive payment of any dividend or other  distribution or allotment or rights or
to  exercise  any rights of change,  conversion  or exchange of stock or for any
other  purpose,  the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.



<PAGE>


     Section 4. Lost, Stolen or Destroyed Certificates.

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such  regulations as the Board of
Directors may establish  concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

     Section 5. Regulations.

     The issue,  transfer,  conversion and registration of certificates of stock
shall be  governed  by such  other  regulations  as the Board of  Directors  may
establish.

                              ARTICLE VI - NOTICES


     Section 1. Notices.

     Except as otherwise  specifically  provided  herein or required by law, all
notices required to be given to any stockholder,  Director, Officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery  to the  recipient  thereof,  by  depositing  such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier.  Any such notice  shall be  addressed  to such  stockholder,  Director,
Officer,  employee or agent at his or her last known address as the same appears
on the books of the Corporation.  The time when such notice is received, if hand
delivered,  or  dispatched,  if  delivered  through  the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the notice.

     Section 2. Waivers.

     A written waiver of any notice, signed by a stockholder, Director, Officer,
employee  or  agent,  whether  before  or after  the time of the event for which
notice is to be given,  shall be deemed  equivalent to the notice required to be
given to such stockholder,  Director,  Officer,  employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such a waiver.


                           ARTICLE VII - MISCELLANEOUS

     Section 1. Facsimile Signatures.

     In addition to the  provisions  for use of facsimile  signatures  elsewhere
specifically authorized in these Bylaws,  facsimile signatures of any officer or
officers of the  Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

<PAGE>


     Section 2. Corporate Seal.

     The Board of Directors may provide a suitable seal,  containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof,  duplicates of the
seal may be kept and used by the  Treasurer or by an  Assistant  Secretary or an
assistant to the Treasurer.

     Section 3. Reliance Upon Books, Reports and Records.

     Each  Director,  each member of any  committee  designated  by the Board of
Directors,  and each Officer of the Corporation shall, in the performance of his
or her  duties,  be fully  protected  in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or  statements  presented to the  Corporation  by any of its Officers or
employees,  or  committees  of the Board of Directors so  designated,  or by any
other person as to matters  which such Director or committee  member  reasonably
believes are within such other person's  professional  or expert  competence and
who has been selected with reasonable care by or on behalf of the Corporation.

     Section 4. Fiscal Year.

     The  fiscal  year of the  Corporation  shall be as  fixed  by the  Board of
Directors.

     Section 5. Time Periods.

     In applying any  provision of these  Bylaws which  requires  that an act be
done or not be done a specified  number of days prior to an event or that an act
be done  during  a period  of a  specified  number  of days  prior to an  event,
calendar days shall be used,  the day of the doing of the act shall be excluded,
and the day of the event shall be included.


                            ARTICLE VIII - AMENDMENTS

     The Board of  Directors  may  amend,  alter or repeal  these  Bylaws at any
meeting of the Board,  provided notice of the proposed change was given not less
than two (2) days prior to the meeting.  The stockholders  shall also have power
to amend,  alter or repeal these Bylaws at any meeting of stockholders  provided
notice of the proposed change was given in the notice of the meeting;  provided,
however,  that,  notwithstanding  any  other  provisions  of the  Bylaws  or any
provision of law which might  otherwise  permit a lesser vote or no vote, but in
addition  to any  affirmative  vote of the  holders of any  particular  class or
series of the voting stock required by law, the  Certificate  of  Incorporation,
any Preferred Stock  Designation or these Bylaws,  the affirmative  votes of the
holders of at least 80% of the voting power of all the  then-outstanding  shares
of the Voting Stock,  voting  together as a single  class,  shall be required to
alter,  amend or repeal any  provisions  of these  Bylaws.  The above Bylaws are
effective  as of  October  24,  1997,  the date of  incorporation  of Bay  State
Bancorp, Inc.