AMENDED AND RESTATED
                 FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER
                                       FOR
                              PULASKI BANCORP, INC.


                           Section 1. Corporate Title.

     The full corporate  title of the MHC subsidiary  holding company is Pulaski
Bancorp, Inc. (the "Holding Company").

                              Section 2. Domicile.

     The domicile of the Holding Company is in the city of  Springfield,  in the
State of New Jersey.

                              Section 3. Duration.

     The duration of the Holding Company is perpetual.

                         Section 4. Purpose and Powers.

     The  purpose of the  Holding  Company is to pursue any or all of the lawful
objectives of a federal mutual holding company  chartered under Section 10(o) of
the Home Owners' Loan Act, 12 U.S.C.  1467a(o), and to exercise all the express,
implied,  and incidental  powers  conferred  thereby and by all acts  amendatory
thereof and  supplemental  thereto,  subject to the Constitution and laws of the
United  States as they are now in effect,  or as they may  hereafter be amended,
and subject to all lawful and applicable rules,  regulations,  and orders of the
Office of Thrift Supervision ("Office").

                            Section 5. Capital Stock.

     The total  number of shares of all classes of the  capital  stock which the
Holding Company has authority to issue is fifteen  million shares  (15,000,000),
of which thirteen million shares  (13,000,000)  shall be common stock, par value
$.01 per share and of which two million  shares  (2,000,000)  shall be preferred
stock,  par value $.01 per share.  The shares may be issued from time to time as
authorized by the Board of Directors  without  further  approval of shareholders
except  as  otherwise  provided  in this  Section 5 or to the  extent  that such
approval is required by governing law, rule, or  regulation.  The  consideration
for the issuance of the shares  shall be paid in full before their  issuance and
shall not be less  than the par  value.  Neither  promissory  notes  nor  future
services shall constitute  payment or part payment for the issuance of shares of
the Holding Company. The consideration for the shares shall be cash, tangible or
intangible  property (to the extent direct  investment in such property would be
permitted),  labor, or services actually  performed for the Holding Company,  or
any  combination  of the  foregoing.  In the  absence  of  actual  fraud  in the
transaction,  the value of such property,  labor, or services,  as determined by
the Board of Directors of the Holding Company, shall be conclusive. Upon payment
of such  consideration,  such  shares  shall  be  deemed  to be  fully  paid and
nonassessable. In the case of a stock dividend, that part of the


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surplus of the Holding  Company which is  transferred to common stock or paid-in
capital accounts upon the issuance of shares as a stock dividend shall be deemed
to be the consideration for their issuance.

     Except  for  shares  issued  in the  initial  organization  of the  Holding
Company,  no shares of capital stock (including shares issuable upon conversion,
exchange,  or  exercise  of other  securities)  shall  be  issued,  directly  or
indirectly,  to  officers,  directors,  or  controlling  persons of the  Holding
Company other than as part of a general public offering or as qualifying  shares
to a  director,  unless  their  issuance  or the plan under  which they would be
issued has been approved by a majority of the total votes eligible to be cast at
a legal meeting.

     Nothing  contained  in this  Section  5 (or in any  supplementary  sections
hereto)  shall  entitle the  holders of any class or series of capital  stock to
vote as a separate class or series or to more than one vote per share: provided,
                                                                       ---------
that this restriction on voting separately by class or series shall not apply:

     (i)  To any provision which would authorize the holders of preferred stock,
          voting as a class or  series,  to elect  some  members of the Board of
          Directors,  less than a majority  thereof,  in the event of default in
          the payment of dividends on any class or series of preferred stock;

     (ii) To any provision  which would require the holders of preferred  stock,
          voting as a class or series, to approve the merger or consolidation of
          the Holding  Company with another  corporation or the sale,  lease, or
          conveyance  (other  than by  mortgage  or  pledge)  of  properties  or
          business in exchange for  securities of a  corporation  other than the
          Holding  Company if the preferred stock is exchanged for securities of
          such other corporation:  Provided,  that no provision may require such
          approval for  transactions  undertaken with the assistance or pursuant
          to the  direction  of the  Office  or the  Federal  Deposit  Insurance
          Corporation;

     (iii)To any amendment  which would  adversely  change the specific terms of
          any class or series of  capital  stock as set forth in this  Section 5
          (or in any  supplementary  sections  hereto),  including any amendment
          which  would  create or  enlarge  any class or  series  ranking  prior
          thereto in rights and  preferences.  An amendment  which increases the
          number of authorized  shares of any class or series of capital  stock,
          or  substitutes   the  surviving   Holding  Company  in  a  merger  or
          consolidation  for the Holding Company,  shall not be considered to be
          such an adverse change.

     A description  of the different  classes and series (if any) of the Holding
Company's  capital stock and a statement of the  designations,  and the relative
rights,  preferences,  and limitations of the shares of each class of and series
(if any) of capital stock are as follows:

     A.   Common  Stock.  Except  as  provided  in  this  Section  5 (or  in any
          -------------
          supplementary  sections thereto) the holders of the common stock shall
          exclusively possess all voting

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<PAGE>

     power.  Each holder of shares of common stock shall be entitled to one vote
     for each share held by such  holder and there shall be no right to cumulate
     votes in an election of directors.

     Whenever there shall have been paid, or declared and set aside for payment,
     to the  holders  of the  outstanding  shares of any  class of stock  having
     preference  over the common stock as to the payment of dividends,  the full
     amount of dividends  and of sinking  fund,  or  retirement  fund,  or other
     retirement  payments,  if any,  to  which  such  holders  are  respectively
     entitled in preference to the common stock,  then  dividends may be paid on
     the  common  stock  and on  any  class  or  series  of  stock  entitled  to
     participate  therewith as to dividends out of any assets legally  available
     for the payment of dividends.

     In the event of any liquidation,  dissolution, or winding up of the Holding
     Company,  the holders of the common  stock (and the holders of any class or
     series  of stock  entitled  to  participate  with the  common  stock in the
     distribution  of assets) shall be entitled to receive,  in cash or in kind,
     the assets of the Holding  Company  available  for  distribution  remaining
     after: (i) payment or provision for payment of the Holding  Company's debts
     and  liabilities;  (ii)  distributions  or provision for  distributions  in
     settlement of a liquidation  account;  and (iii) distributions or provision
     for  distributions  to  holders  of any  class or  series  of stock  having
     preference  over the  common  stock  in the  liquidation,  dissolution,  or
     winding up of the Holding  Company.  Each share of common  stock shall have
     the same  relative  rights as and be identical in all respects with all the
     other shares of common stock.

     B.   Preferred  Stock.  The Holding  Company  may provide in  supplementary
          ----------------
          sections to its charter for one or more  classes of  preferred  stock,
          which shall be separately  identified.  The shares of any class may be
          divided  into and  issued  in  series,  with  each  series  separately
          designated so as to distinguish  the shares thereof from the shares of
          all other  series and  classes.  The terms of each series shall be set
          forth in a  supplementary  section to the  charter.  All shares of the
          same class  shall be  identical  except as to the  following  relative
          rights and  preferences,  as to which there may be variations  between
          different series:

          (a)  The  distinctive  serial  designation  and the  number  of shares
               constituting such series;

          (b)  The  dividend  rate or the amount of  dividends to be paid on the
               shares of such series, whether dividends shall be cumulative and,
               if so, from which date(s) the payment date(s) for dividends,  and
               the  participating or other special rights,  if any, with respect
               to dividends;

          (c)  The voting powers, full or limited, if any, of the shares of such
               series;


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<PAGE>



          (d)  Whether the shares of such series shall be redeemable and, if so,
               the  price(s) at which,  and the terms and  conditions  on which,
               such shares may be redeemed;

          (e)  The amount(s) payable upon the shares of such series in the event
               of voluntary or involuntary liquidation,  dissolution, or winding
               up of the Holding Company;

          (f)  Whether  the  shares  of such  series  shall be  entitled  to the
               benefit  of a sinking  or  retirement  fund to be  applied to the
               purchase or  redemption of such shares,  and if so entitled,  the
               amount of such fund and the manner of its application,  including
               the  price(s) at which such  shares may be redeemed or  purchased
               through the application of such fund;

          (g)  Whether the shares of such series shall be  convertible  into, or
               exchangeable  for,  shares of any other class or classes of stock
               of the Holding Company and, if so, the conversion price(s) or the
               rate(s) of  exchange,  and the  adjustments  thereof,  if any, at
               which such  conversion  or  exchange  may be made,  and any other
               terms and conditions of such conversion or exchange;

          (h)  The price or other  consideration  for  which the  shares of such
               series shall be issued; and

          (i)  Whether the shares of such series which are redeemed or converted
               shall have the status of authorized but unissued shares of serial
               preferred stock and whether such shares may be reissued as shares
               of the same or any other series of serial preferred stock.

     Each share of each  series of serial  preferred  stock  shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.

     The Board of Directors  shall have authority to divide,  by the adoption of
supplementary  charter  sections,  any authorized  class of preferred stock into
series,  and, within the limitations set forth in this section and the remainder
of this charter,  fix and determine the relative  rights and  preferences of the
shares of any series so established.

     Prior to the issuance of any preferred shares of a series  established by a
supplementary  charter  section  adopted by the Board of Directors,  the Holding
Company  shall  file  with the  Secretary  to the  Office  a dated  copy of that
supplementary  section of this charter  establishing  and designating the series
and fixing and determining the relative rights and preferences thereof.

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<PAGE>



                          Section 6. Preemptive Rights.

     Holders of the  capital  stock of the Holding  Company are not  entitled to
preemptive  rights with respect to any shares of the Holding Company that may be
issued.

                              Section 7. Directors.

     The Holding  Company  shall be under the direction of a Board of Directors.
The authorized  number of directors,  as stated in the Holding Company's bylaws,
shall be not be less than five nor more than 15 except  when a greater or lesser
number is approved by the Director of the Office, or his or her delegate.

                         Section 8. Conduct of Business.

     The following  provisions  are inserted for the  management of the business
and  the  conduct  of the  affairs  of the  Holding  Company,  and  for  further
definition,  limitation and regulation of the powers of the Holding  Company and
of its directors and shareholders:

          A. Any action required or permitted to be taken by the shareholders of
     the Holding  Company  must be  effected at a duly called  annual or special
     meeting of  shareholders  of the Holding Company and may not be effected by
     any consent in writing by such shareholders.

          B.  Special  meetings of  shareholders  of the Holding  Company may be
     called only by the Board of Directors pursuant to a resolution adopted by a
     majority of the Whole  Board or as  otherwise  provided in the Bylaws.  The
     term  "Whole  Board"  means the total  number of  authorized  directorships
     (whether  or  not  there  exist  any  vacancies  in  previously  authorized
     directorships at the time any such resolution is presented to the Board for
     adoption).

                     Section 9. Tender and Exchange Offers.

     A. The Board of Directors of the Holding Company, when evaluating any offer
of another  Person (as  hereinafter  defined in this  Section 10) to: (1) make a
tender or exchange  offer for any equity  security of the Holding  Company;  (2)
merge or consolidate the Holding Company with another  corporation or entity; or
(3) purchase or otherwise acquire all or substantially all of the properties and
assets of the Holding  Company,  may,  in  connection  with the  exercise of its
judgment in determining  what is in the best interest of the Holding Company and
its shareholders,  give due  consideration to all relevant  factors,  including,
without  limitation,  those  factors  that  directors of any  subsidiary  of the
Holding  Company  may  consider  in  evaluating  any action that may result in a
change or potential change in the control of the subsidiary,  and the social and
economic  effect of acceptance of such offer: on the Holding  Company's  present
and future customers and employees and those of its Subsidiaries (as hereinafter
defined ); on the communities in which the Holding Company and its  Subsidiaries
operate or are  located;  on the ability of the  Holding  Company to fulfill its
corporate  objective as a savings and loan holding company under applicable laws
and regulations;

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<PAGE>



and on the ability of its subsidiary savings bank to fulfill the objectives of a
federally-chartered  stock form  savings  bank  under  applicable  statutes  and
regulations.

          B. For the purposes of this Section 9:

               1.   A "Person" includes an individual, a firm, a group acting in
                    concert,  a corporation,  a partnership,  an association,  a
                    joint venture,  a pool, a joint stock company,  a trust,  an
                    unincorporated  organization or similar company, a syndicate
                    or any other  group  formed for the  purpose  of  acquiring,
                    holding or disposing of securities or any other entity.

               2.   "Subsidiary"  means any  corporation  of which a majority of
                    any  class  of  equity   security  is  owned,   directly  or
                    indirectly, by the Holding Company.


                        Section 10. Amendment of Charter.

     Except as  provided  in  Section  5, no  amendment,  addition,  alteration,
change,  or repeal of this charter shall be made, unless such is proposed by the
Board of Directors of the Holding  Company,  approved by the  shareholders  by a
majority of the votes  eligible to be cast at a legal  meeting,  unless a higher
vote is otherwise required, and approved or preapproved by the Office.



                                                           PULASKI BANCORP, INC.



Attest:  /s/ Valerie Kaminski      By: /s/ John T. Robertson
         --------------------          -----------------------------------------
             Valerie Kaminski              John T. Robertson
             Corporate Secretary           President and Chief Executive Officer



                          OFFICE OF THRIFT SUPERVISION



Attest:  /s/ Nadine Y. Washington                      By: /s/ James E. Gilleran
         ------------------------                          ---------------------
             Corporate Secretary                               Director


Declared effective on this 30th day of May 2002