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                                                               Exhibit 3.4
                                     BYLAWS

                                       OF

                                 GREENPOINT BANK

                                                           As of January 1, 1998


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                                    BYLAWS OF
                                 GREENPOINT BANK

                             ARTICLE I. HOME OFFICE

      The home office of the GreenPoint Bank ("SAVINGS BANK") is 807 Manhattan
Avenue, Brooklyn, New York.

                            ARTICLE II. SHAREHOLDERS

      Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the SAVINGS BANK or at such
other place in the State in which the principal place of business of the SAVINGS
BANK is located as the Board of Directors may determine.

      Section 2. Annual Meeting. A meeting of the shareholders of the SAVINGS
BANK for the election of Directors and for the transaction of any other business
of the SAVINGS BANK shall be held annually within 120 days after the end of each
calendar year.

      Section 3. Special Meetings. Special meetings of the shareholders for any
purpose or purposes, unless otherwise prescribed by the regulations of the New
York State Banking Department ("NYB"), may be called at any time by the Chairman
of the Board of Directors (as set forth in Article V, Section 7, hereinafter
referred to as the "Chairman of the Board") or by a majority of the Whole Board
of Directors, whereas the term "Whole Board of Directors" shall mean the number
of authorized directorships, whether or not there exists any vacancies in any
previously authorized directorships.

      Section 4. Conduct of Meetings. The Chairman of the Board shall preside at
all meetings and in his absence, a person designated by a majority of the Board
shall preside at all meetings. The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the meeting, including
such regulations of the manner of voting and the conduct of discussion as seem
to him in order.

      Section 5. Notice of Meetings. Written notice stating the place, day and
hour of the meeting and the purpose(s) for which the meeting is called shall be
delivered not fewer than 10 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the Chairman of
the Board, the secretary, or the Board of Directors calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the mail, addressed to the


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shareholder at the address as it appears on the stock transfer books or records
of the SAVINGS BANK as of the record date prescribed in Section 6 of this
Article II, with postage prepaid. When any shareholders' meeting, either annual
or special, is adjourned for 30 days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. It shall not be necessary
to give any notice of the time and place of any meeting adjourned for less than
30 days or of the business to be transacted at the meeting, other than an
announcement at the meeting at which such adjournment is taken.

      Section 6. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the Board of Directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
50 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.

      Section 7. Voting Lists. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the SAVINGS BANK shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the SAVINGS BANK. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection by any shareholder during the entire time
of the meeting. The original stock transfer book shall constitute prima facie
evidence of the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.

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



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of a duly organized meeting at which enough shareholders have withdrawn from
such meeting to constitute less than a quorum, however, shall not serve to
amend, alter or modify any provisions in the SAVINGS BANK's restated
organization certificate or these Bylaws which require the vote of more than a
majority of the outstanding shares entitled to vote at a duly organized meeting.

      Section 9. Proxies. At all meetings of shareholders, a shareholder may 
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the Whole Board of Directors. No proxy shall be
valid more than eleven months from the date of its execution except for a proxy
coupled with an interest.

      Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the SAVINGS BANK to the contrary, at any meeting of the
shareholders of the SAVINGS BANK any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such and present in person or by proxy at such meeting, but no
votes shall be cast for such stock if a majority cannot agree.

      Section 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer into his name, if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.

      A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee, shall be entitled to vote the shares so transferred.



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      Neither treasury shares of its own stock held by the SAVINGS BANK, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the SAVINGS
BANK, shall be voted at any meeting or counted in determining the total number
of outstanding shares at any given time for purposes of any meeting.

      Section 12. Cumulative Voting. Shareholders shall not be entitled to
cumulate their votes for election of directors.

      Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the Chairman of the Board may, or on the request of a shareholder
present at the meeting shall, make such appointment at the meeting. If appointed
at the meeting, the Chairman of the Board shall determine whether there shall be
one or three inspectors of election. If appointed at the meeting and the
Chairman of the Board fails to determine whether there shall be one or three
inspectors of election, the majority of the votes present shall determine
whether one or three inspectors are to be appointed. In case any person
appointed as inspector fails to appear or fails or refuses to act, the vacancy
may be filled by appointment by the Board of Directors in advance of the
meeting, or at the meeting by the Chairman of the Board.

      Unless otherwise prescribed by regulations of the NYB, the duties of such
inspectors shall include: determining the number of shares outstanding and the
voting power of each share, the number of shares represented at the meeting, the
existence of a quorum, and the authenticity, validity and effect of proxies;
receiving votes, ballots, or consents; hearing and determining all challenges
and questions in any way arising in connection with the rights to vote; counting
and tabulating all votes or consents; determining the result; and such acts as
may be proper to conduct the election or vote with fairness to all shareholders.

      Section 14. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the SAVINGS
BANK at least 45 days before the date of the annual meeting, and all business so
stated, proposed, and filed shall be considered at the annual meeting, but no
other proposal shall be acted upon at the annual meeting. Any shareholder may
make any other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at least
45 days before the meeting, such proposal shall be laid over for action at an
adjourned, special, or annual meeting of the shareholders taking place 30 days
or more



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thereafter. This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees; but in connection with such reports no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.

      Section 15. Informal Action by Shareholders. Any action required to be
taken at a meeting of shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.

                         ARTICLE III. BOARD OF DIRECTORS

      Section 1. General Powers. The business and affairs of the SAVINGS BANK
shall be under the direction of its Board of Directors. No more than three
salaried officers of the SAVINGS BANK may simultaneously serve on the board. The
Board of Directors shall annually elect a Chairman from among its members who
shall preside at its regular and special meetings. In the absence or inability
of the foregoing officer to act, at any fully constituted meeting of the Board
members, a temporary chairperson shall be appointed by those present to act as
such during the interim term.

      Section 2. Number and Term. The Board of Directors shall consist of
fourteen (14) members and shall be divided into three classes as nearly equal in
number as possible. The members of each class shall be elected for a term of
three years and until their successors are elected and qualified. One class
shall be elected annually.

      Section 3. Regular Meetings. A regular monthly meeting of the Board of
Directors shall be held at least eleven times a year without other notice than
this bylaw. At least one meeting shall be held immediately after and at the same
place as, the annual meeting of shareholders, which shall be the annual meeting
of the Board. The Board of Directors may provide, by resolution, the time and
place, within the SAVINGS BANK's normal lending territory, for the holding of
additional regular meetings without other notice than such resolution.

      Section 4. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the SAVINGS
BANK unless the SAVINGS BANK is a wholly owned subsidiary of a holding company.



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      Section 5. Special Meetings. The Chairman of the Board, or in the absence
or disability of the Chairman of the Board, the President may call special
meetings of the Board, and the Secretary of the Board shall call a meeting upon
the written request of a majority of the Board of Directors. A special meeting
may be held at such time and place as shall be stated in the notice of meeting.

      Section 6. Participation in Meetings by Directors. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of such Board
or Committee by means of conference telephone, or by means of similar
communications equipment by means of which all persons participating in the
meeting can speak and hear each other at the same time and such participation
shall constitute presence in person at such meeting.

      Section 7. Notice. Written notice of any special meeting shall be given to
each director at least twenty-four (24) hours prior thereto when delivered
personally or by telephone or telegram, or at least five days prior thereto when
delivered by mail at the address at which the director is most likely to be
reached. Such notice shall be deemed to be delivered when deposited in the mail
so addressed, with postage prepaid if mailed, or when delivered to the telegraph
company if sent by telegram. 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. The business to
be transacted at, and the purpose of, any special meeting of the Board of
Directors must be specified in the notice of such meeting and no other business
shall be transacted at that time.

      Section 8. Quorum. A majority of the number of directors fixed by Section
2 of this Article III shall constitute a quorum for the transacting of business
at any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time. Notice of any adjourned meeting shall be given in the
same manner as prescribed by Section 7 of this Article III.

      Section 9. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless a greater number is prescribed by regulations of the NYB,
the Restated Organization Certificate or by these Bylaws.



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      Section 10. Action Without a Meeting. Any action required or permitted to
be taken by the Board of Directors at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.

      Section 11. Eligibility, Resignation and Retirement. Any director may
resign at any time by sending a written notice of such resignation to the home
office of the SAVINGS BANK addressed to the Chairman of the Board. Unless
otherwise specified, such resignation shall take effect upon receipt by the
Chairman of the Board. The absence from regular meetings of the Board of
Directors and the meetings of any committee of the Board of which the director
is a member, for six consecutive months, unless excused by resolution of the
Board of Directors, shall automatically constitute a resignation, effective when
such resignation is accepted by the Board of Directors.

      Except for the initial members of the Board of Directors as set forth in
the Restated Organization Certificate, no person shall be eligible for initial
election as a Director who is 65 years of age or more. No person may be elected,
appointed, nominated or otherwise serve as a director of the SAVINGS BANK after
December 31 of the year in which such person attains the age of 72,
grandfathering the three Directors who currently (as at April 1994) have
attained the age of 72 or more to the age of 75. Vacancies on the Board of
Directors created by operation of this provision may be filled in accordance
with the Bylaws.

      Section 12. Vacancies. All vacancies in the office of Director, including
newly created Directorships resulting from an increase in the number of
Directors, shall be filled by election of stockholders, except that vacancies
not exceeding one-third of the entire Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, although less than a
quorum of the Board of Directors, provided that the nomination of a candidate
therefor shall have been made by the Nominating Committee, created as
hereinafter provided in these Bylaws. A director elected to fill a vacancy shall
be elected to serve for the balance of the unexpired term and a Director elected
to fill a vacancy to be filled by reason of an increase in the number of
directors shall be elected to serve for the balance of the unexpired term of the
class to which such director is elected.

      Section 13. Compensation. Directors, as such, may receive compensation for
their services, including a stated retainer. By resolution of the Board of
Directors, 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 of Directors. Members of either standing, special or temporary
committees, as such, may receive compensation for their services, including a
stated retainer, as the Board of Directors may determine. By resolution of the
Board of Directors, a reasonable fixed sum, and reasonable expenses of
attendance,



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if any, may be allowed for actual attendance at each regular or special meeting
of committees.

      Section 14. Presumption of Assent. A director of the SAVINGS BANK who is
present at a meeting of the Board of Directors at which action on any SAVINGS
BANK matter is taken shall be presumed to have assented to the action taken
unless his dissent or abstention shall be entered in the minutes of the meeting
or unless he shall file a written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the SAVINGS BANK within five
days after the date a copy of the minutes of the meeting is received. Such right
to dissent shall not apply to a director who voted in favor of such action.

      Section 15. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. Whenever the holders of the shares of any class are entitled to elect
one or more directors by the provisions of the Restated Organization Certificate
or supplemental sections thereto, the provisions of this section shall apply, in
respect to the removal of a director or directors so elected, to the vote of the
holders of the outstanding shares of that class and not to the vote of the
outstanding shares as a whole.

      Section 16. Emergency Authority. In the event there shall occur an acute
emergency resulting from a hostile attack, as defined in Article 7 of the New
York State Defense Emergency Act, which shall be of such severity as to prevent
the conduct and management of the affairs and business of the SAVINGS BANK by
its Directors and officers as otherwise provided in these Bylaws, any three or
more available members of the then incumbent Executive Committee shall
constitute an emergency Board of Directors which shall have the power, subject
to limitations prescribed in Article 7 of the New York State Defense Emergency
Act, by a majority of such persons present, to take any and every action which
may be necessary to meet the exigencies of the acute emergency and to enable the
SAVINGS BANK to conduct its business during such period, including the
relocation elsewhere of any office of the SAVINGS BANK which shall be unable to
function because of the acute emergency. If during the period of acute emergency
there shall be no Executive Committee, or a minimum of three members of the then
incumbent Executive Committee shall not be available, then and in that event
such other available Directors as may be needed to obtain the minimum of three
members shall serve on the emergency Board of Directors.

      During a period of acute emergency resulting from a hostile attack, the
emergency management of the SAVINGS BANK shall be in accordance with the powers
and limitations



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contained in the existing provisions of Article 7 of the New York State Defense
Emergency Act, and such provisions shall suspend or modify these Bylaws to the
extent of any conflict.

                             ARTICLE IV. COMMITTEES

      Section 1. Enumeration of Committees. The standing committees of the Board
of Directors shall be an Executive Committee, an Audit Committee, and a
Nominating Committee. The Board of Directors, by vote of a majority of the whole
Board of Directors, may from time to time designate additional committees of the
Board, either temporary or permanent, with such lawfully delegable powers and
duties as it thereby confers not inconsistent with these Bylaws, to serve at the
pleasure of a majority of the Whole 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 ("Alternate Directors") who may replace any absent or disqualified
member at any meeting of the committee; provided however, that the Chairman
shall be a member of, and shall serve as the chairman of the Executive
Committee. The Board of Directors, by a resolution adopted by a majority of the
Whole Board may terminate any committee previously established.

      Section 2. The Executive Committee. The Executive Committee shall consist
of the Chairman of the Board and five additional Directors elected annually by
the vote of the majority of the Whole Board.

      If any member of the Executive Committee shall be absent from any meeting
of the committee, the Chairman shall designate some other Director, other than
one serving as a salaried officer, to act as a member of the committee at that
meeting. In the event there shall be a vacancy in the office of Chairman, then
and in that event such other additional Director or Directors as may be needed
to obtain the full complement of six members shall be elected by the Board to
serve until the vacancy is filled, or until the next annual meeting. Any member
of the executive committee may be removed at any time with or without cause by
resolution adopted by a majority of the Whole Board of Directors.

      Regular meetings of the Executive Committee may be held without notice at
such times and places as the Executive Committee may fix from time to time by
resolution. Special meetings of the committee may be called by the Chairman or
at any time by any two members of the committee, upon twenty-four hours' notice
by mail, in person, or by telegraph or telephone. The notice of a special
meeting of the committee, however given, shall state the time when and the
place, which shall be within the State of New York, where



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the meeting is to be held and the business which is to be presented and no
business other than that stated in the notice shall be transacted at said
meeting. The Executive Committee may make rules for the regulation of its
meetings and proceedings not inconsistent with these Bylaws.

      Four members of the committee, including designees designated to act for
an absent member or members of the committee, shall be necessary for a quorum at
any meeting of the committee. Attendance by Alternate Directors shall constitute
membership on the Committee for determining quorum requirements. Action of the
executive committee must be authorized by the affirmative vote of a majority of
the members present at a meeting at which a quorum is present. Any action
required or permitted to be taken by the executive committee at a meeting may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the members of the executive committee.

      Except as otherwise provided herein, the Executive Committee, when the
Board of Directors is not in session, shall have and may exercise all of the
authority of the Board of Directors, except to the extent, if any, that such
authority may be limited by resolution adopted by a majority of the Whole Board
of Directors or by the laws of the State of New York. In addition, the Executive
Committee shall not have the authority of the Board of Directors with reference
to: the submission to stockholders of any action that requires stockholders'
authorization under New York law or regulations; the filling of vacancies in the
Board of Directors or in any committee of the Board of Directors; the fixing of
compensation of the Directors for serving on the Board or any committee thereof;
the amendment or repeal of any resolution of the Board of Directors which by its
terms shall not be so amendable or repealable; the taking of any action which is
expressly required by New York law or regulation to be taken at a meeting of the
Board of Directors or by a specified proportion of Directors; the amendment or
repeal of the Restated Organization Certificate or Bylaws of the SAVINGS BANK or
adoption of new Bylaws of the SAVINGS BANK, or recommending to the shareholders
a plan of merger, consolidation, or conversion; the sale, lease or other
disposition of all or substantially all of the property and assets of the
SAVINGS BANK otherwise than in the usual and regular course of its business; a
voluntary dissolution of the SAVINGS BANK; a revocation of any of the foregoing;
or the approval of a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.

      Section 3. The Nominating Committee. The Board of Directors, by resolution
adopted by a majority of the Whole Board, shall appoint a Nominating Committee
of the Board, consisting of not less than three (3) members of the Board of
Directors. The Nominating Committee shall have authority (a) to review any
nominations for election to the



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Board of Directors made by a stockholder of the SAVINGS BANK and (b) to
recommend to the Whole Board nominees for election to the Board of Directors (i)
to replace those Directors whose terms expire at the annual meeting of
stockholders next ensuing and (ii) to fill vacancies resulting from death,
resignation, retirement, disqualification, removal from office or other cause,
or resulting from an increase in the authorized number of Directors.

      Section 4. The Audit Committee. The Audit Committee shall consist of four
or more Directors, none of whom shall be a salaried officer of the SAVINGS BANK,
who shall be elected to said Committee at the annual meeting of the Board of
Directors, or in the case of the filling of a vacancy (such vacancy, in every
case to be filled by an existing non-salaried Director) at any regular or
special meeting of the Board. The Audit Committee shall assist the Board of
Directors in fulfilling its obligation to oversee the appropriateness of
accounting policies, and SAVINGS BANK procedures and controls and shall be
charged with the duty of carrying out the requirements of Section 254 of the
Banking Law as the same now is in force or as it may be amended or of any law
substituted therefor. In performing its functions, the Audit Committee shall
utilize the expertise of the SAVINGS BANK's internal Auditing Department under
the direction of the SAVINGS BANK's internal Auditor. The Audit Committee shall
hold formal meetings with the SAVINGS BANK's internal auditors on a quarterly
basis.

                               ARTICLE V. OFFICERS

      Section 1. Positions. The Board shall elect a Chairman of the Board, who
shall be the Chief Executive Officer and who shall be a member of the Board of
Directors. The Board shall also elect a President, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, and a Secretary, who need not be
members of the Board. The offices of Secretary and, if appointed, Treasurer, may
be held by the same person and a Vice President may also be either a Secretary
or Treasurer. Any offices may be held concurrently by the same person, except
that the Chairman shall hold no additional office other than in this Section 1
provided. The Board of Directors shall also appoint the Auditor, who may not
hold another office.

      The Chairman, the President and the Executive Vice Presidents shall be the
Executive Officers of the SAVINGS BANK.

      Section 2. Election and Term of Office. The officers of the SAVINGS BANK
required to be elected by the Board of Directors pursuant to Section 1 hereof
shall be elected annually at the annual meeting of the Board of Directors or at
the first meeting of the Board of Directors held after each annual meeting of
the shareholders. If the election of officers



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is not held at such meeting, such election shall be held as soon thereafter as
possible. Each officer shall hold office until a successor has been duly elected
and qualified or until the officer's death, resignation, retirement or removal
in the manner hereinafter provided. Election or appointment of an officer,
employee or agent shall not of itself create contractual rights. The Board of
Directors may authorize the SAVINGS BANK to enter into an employment contract
with any officer; but no such contract shall impair the right of the Board of
Directors to remove any officer at any time in accordance with Section 3 of this
Article V.

      Section 3. Removal. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the SAVINGS BANK will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contractual rights, if any, of the person so removed.

      Section 4. Vacancies. A vacancy in any executive officer position because
of death, resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term. Any vacancy in any
officer position other than an executive officer position may be filled by the
Chief Executive Officer for the unexpired portion of the term, provided such
action by the Chief Executive Officer is ratified by the Board of Directors.

      Section 5. Delegation of Duties. In the absence or disability of an
officer of the SAVINGS BANK, or for any other reason which may seem sufficient
to the Board, the Board of Directors may delegate his powers and duties to any
other officer or to any Director.

      Section 6. Remuneration. The remuneration of the officers shall be fixed
from time to time by the Board of Directors. The employees of the SAVINGS BANK
shall receive such compensation and allowances as the Board of Directors may
from time to time fix or approve or, within limits or schedules from time to
time fixed or established by the Board as may be determined by the Executive
Committee, the Chairman or a committee of the Board appointed for that purpose.

      Section 7. Chairman of the Board of Directors and Chief Executive Officer.
The Chairman of the Board shall be the Chief Executive Officer of the SAVINGS
BANK and, subject to the provisions of these Bylaws and the resolutions of the
Board, shall have the active management, direction and supervision of the
SAVINGS BANK and its officers, its operations, securities and obligations, and
shall have all powers and perform all duties incidental of his office. He shall
preside at all meetings of the Board and the Executive



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Committee, and appoint all committees not otherwise provided for by law or by
these Bylaws or by action of the Board of Directors. He may perform, or cause to
be performed, at any time, any of the functions or duties of any other officer.
He may assign to all other officers, employees and agents of the SAVINGS BANK,
duties in addition to those specifically described in these Bylaws.

      He shall have custody of the common seal and direct the use of it. He
shall have power to sign and execute any and all contracts, papers and legal
documents. He may delegate to Counsel or such other officers as are designated
by the Board of Directors, the authority, under the seal of the SAVINGS BANK, to
execute and acknowledge, in the name and on behalf of the SAVINGS BANK, all
contracts, papers and documents incident or related to the business of the
SAVINGS BANK, except where otherwise directed by law or by these Bylaws.

      Unless otherwise provided by resolution of the Board of Directors or these
Bylaws, he may fill vacancies on committees and may appoint such other
committees as he may deem necessary or the Board may require. He shall perform
such other duties as the Board of Directors may direct.

      The decisions of the Chairman of the Board on any matter, incident to the
business of the SAVINGS BANK, shall be conclusive unless modified by the Board
of Directors.

      Section 8. President. The President shall be designated as Chief Operating
Officer and shall perform such administrative and executive duties as are
provided in these Bylaws, and as may be properly delegated by the Chairman of
the Board. In the absence of or inability of the Chairman of the Board to act,
the President shall perform all the duties of the Chairman of the Board.

      Section 9. Executive Vice Presidents. The Executive Vice Presidents shall
perform such administrative and executive duties as are provided in these
Bylaws, and as may be properly required of them or delegated to them by the
Chairman, or as may from time to time be required by the Board of Directors, and
shall exercise such powers as may from time to time be conferred upon them by
the Board.

      Section 10. Secretary. The Secretary shall give due notice as in these
Bylaws provided of all meetings of the Board of Directors and of the Executive
Committee. He shall attend all meetings of the Board and of said Committee and
shall keep the minutes thereof. If requested so to do he shall attend and keep
the minutes of the meetings of any and all other committees of the Board. He
shall have custody of the corporate records of the



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SAVINGS BANK and its common seal; and when properly affixed to any document
shall attest said seal. He shall perform all of the usual duties of the
Secretary of a corporation, together with such duties as may from time to time
be properly assigned to him by the Chairman or the Board of Directors.

      Section 11. Senior Vice Presidents. The Senior Vice Presidents shall
severally perform such duties and shall exercise such powers as may from time to
time be assigned to or conferred upon them by the Board of Directors, and they
shall perform such other duties as may be assigned to them by the Chairman.

      Section 12. Auditor. The Auditor shall, subject to the control and
direction of the Board of Directors, have supervision and control of such
program of internal audit as may be approved by the Board or be required by a
body having supervisory or examining authority over the SAVINGS BANK; said
program shall in any case, require periodic review and verification of the
assets of the SAVINGS BANK, the control of items of income and the review of
expenditures. He shall also examine, or cause to be examined, and verify, or
cause to be verified, entries in financial records and shall review, or cause to
be reviewed all reports made to examining, supervisory and taxing authorities
before they are forwarded or filed. The Auditor shall report in writing upon the
foregoing matters to the Chairman at least as often as once in each quarter. The
Auditor also shall transmit directly to the Audit Committee of the Board of
Directors such reports, quarterly or otherwise, as may be necessary for that
Committee to perform its functions. The Auditor shall also prepare or have
prepared and shall submit any and all additional reports required of him at any
time by the Board of Directors or the Chairman.

      Section 13. Other Officers. The Chairman of the Board or the Board of
Directors, upon recommendation of the Chairman of the Board, may in their
discretion, from time to time, establish such other offices as it may deem wise
and may elect incumbents thereof and fix their duties and powers not
inconsistent with the provisions of these Bylaws. Such officers, unless the
Board shall by resolution duly adopted otherwise provide, shall hold office
during the pleasure of the Board and the Chairman.

                     ARTICLE VI. SECURITIES AND INVESTMENTS

      Section 1. Loans and Investments. The Board of Directors shall from time
to time determine and direct to what extent the funds and property of the
SAVINGS BANK shall be invested, and, subject to all applicable provisions of
law, the kind and character of the investments which are to be made and how the
same shall be handled and dealt with. No



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<PAGE>

loans shall be contracted on behalf of the SAVINGS BANK and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of
Directors. Such authority may be general or confined to specific instances.

      Section 2. Care and Custody of Securities. All stocks, bonds and other
securities, including bonds and mortgages, not directed by the Board of
Directors to be held in bearer form, or in the name of a nominee, shall be in
the name of the SAVINGS BANK and, to the extent that the form of the several
securities may permit or as may be permitted or required by law, shall be
registered or recorded in the name of the SAVINGS BANK. All securities including
bonds and mortgages held by the SAVINGS BANK shall be kept in such manner and at
such places as the Board of Directors, having due regard for the safety and
protection thereof, may direct, and all or any part thereof may be lodged or
deposited for safekeeping with such other institutions as the Board may from
time to time approve.

      Section 3. Transfers of Securities, Etc. Transfers and assignments of
stocks, bonds and other securities standing, issued or registered in the name of
the SAVINGS BANK may be signed by any two of the following officers acting by
virtue of their several offices, to wit: the Chairman, the President, an
Executive Vice President, the Secretary, or may be signed by any one of said
officers together with such other officer or officers, or person or persons, as
the Board of Directors may from time to time authorize or designate.

      The Chairman or the President, or in their absence an Executive Vice
President (other than one serving as Mortgage Loan Officer) or the Secretary,
shall execute any and all instruments for the proper transaction of the business
of the SAVINGS BANK relating to its mortgage investments, including extensions,
modifications, alterations, and amendments, assignments and satisfaction pieces.
The Board of Directors may, nevertheless, at any time authorize and empower
other additional officers or employees to do any one or more of these things.

                  ARTICLE VII. DEPOSITORIES, CHECKS AND DRAFTS

      Section 1. Depositaries and Withdrawals. The Board of Directors may from
time to time designate banks, trust companies or similar institutions to be
depositaries of funds of the SAVINGS BANK and may by resolution designate the
officer or officers, or employee or employees, who shall be authorized to sign
the checks, drafts, vouchers or orders of the SAVINGS BANK upon which such
depositaries shall be authorized to pay out the moneys so deposited. Unless and
until the Board shall otherwise provide, such checks, drafts,



                                       15
<PAGE>

vouchers or orders for the payment of deposited funds shall be signed by any two
of the following officers (other than one serving concurrently as Mortgage Loan
Officer or Auditor): the Chairman, the President, an Executive Vice President, a
Senior Vice President, a Vice President, the Secretary, the Comptroller, an
Assistant Vice President, an Assistant Secretary, an Assistant Comptroller and
the Assistant to the President, if the Board of Directors shall have established
the offices of Assistant Vice President, Assistant Secretary, Assistant
Comptroller or Assistant to the Chairman.

      Section 2. Depositors' Withdrawals. The Chairman, the President, an
Executive Vice President or the Secretary shall designate those officers and
employees who shall be authorized to sign or countersign checks drawn upon the
general deposit accounts of the SAVINGS BANK issued in payment of depositor
withdrawals.

      The Board of Directors may also adopt such other means of payment of
depositor withdrawals as to it may seem proper and expedient.

            ARTICLE VIII. CERTIFICATES FOR SHARES AND THEIR TRANSFER

      Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the SAVINGS BANK shall be in such form as shall be determined
by the Board of Directors and approved by the NYB. Such certificates shall be
signed by the Chairman of the Board or by any other officer of the SAVINGS BANK
authorized by the Board, attested by the secretary or an assistant secretary,
and sealed with the corporate seal or a facsimile thereof. The signatures of
such officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
SAVINGS BANK 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
SAVINGS BANK. All certificates surrendered to the SAVINGS BANK for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares has been surrendered and canceled,
except that in case of a lost or destroyed certificate, a new certificate may be
issued upon such terms and indemnity to the SAVINGS BANK as the Board of
Directors may prescribe.

      Section 2. Transfer of Shares. Transfer of shares of capital stock of the
SAVINGS BANK 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 legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of



                                       16
<PAGE>

attorney and filed with the SAVINGS BANK. Such transfer shall be made only on
surrender for cancellation of the certificate for such shares. The person in
whose name shares of capital stock stand on the books of the SAVINGS BANK shall
be deemed by the SAVINGS BANK to be the owner for all purposes.

                      ARTICLE IX. FISCAL YEAR; ANNUAL AUDIT

      The fiscal year of the SAVINGS BANK shall be as fixed by the Board of
Directors. The SAVINGS BANK shall be subject to an annual audit as of the end of
its fiscal year by independent public accountants appointed by and responsible
to the Board of Directors. The appointment of such accountants shall be subject
to annual ratification by the shareholders.

                              ARTICLE X. DIVIDENDS

      Subject to the terms of the SAVINGS BANK's Restated Organization
Certificate and the regulations and orders of the NYB, the Board of Directors
may, from time to time, declare, and the SAVINGS BANK may pay, dividends on its
outstanding shares of capital stock.

                           ARTICLE XI. CORPORATE SEAL

      The Board of Directors shall provide a SAVINGS BANK seal, which shall be
two concentric circles between which shall be the name of the SAVINGS BANK. The
year of incorporation or an emblem may appear in the center.

                            ARTICLE XII. SURETY BONDS

      Section 1. Surety Bonds and Premiums Thereon. The SAVINGS BANK shall
procure from a responsible surety company approved by the Board of Directors and
shall keep continuously in force and effect a banker's blanket bond of insurance
or a fidelity bond of similar type and character covering all of the officers
and employees of the SAVINGS BANK in such amount as the Board may fix. The Board
may also require that individual officers or employees shall furnish separate
bonds conditioned on the faithful performance of their several duties. It shall
be obligatory upon the officers and employees to furnish to the SAVINGS BANK and
to the surety company involved any and all information necessary



                                       17
<PAGE>

or appropriate to the procurement of any bond or bonds herein provided for. The
SAVINGS BANK may dismiss any officer or employee who shall fail when asked or
who shall refuse to give any and all proper and relevant information required by
the designated surety company or as to whom such surety company shall decline to
give a bond or whom the surety company shall decline to include in a general
bond.

      All expenses connected with such bond or bonds and all premiums thereon
shall be borne by the SAVINGS BANK.

                          ARTICLE XIII. INDEMNIFICATION

      Section 1. Scope of Indemnification. Except to the extent expressly
prohibited by the New York Banking Law, the SAVINGS BANK shall indemnify each
person made, or threatened to be made, a party to any action or proceeding,
whether criminal or civil, by reason of the fact that such person or such
person's testator or intestate is or was a director or officer of the SAVINGS
BANK, or is or was serving, in any capacity, at the request of the SAVINGS BANK,
any other corporation, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses, including attorneys' fees and
expenses, reasonably incurred in enforcing such person's right to
indemnification, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such persons establishes that
such person's acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that such person personally gained in fact a financial profit or other
advantage to which such person was not legally entitled, and provided that no
such indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the SAVINGS BANK has given its prior consent to such settlement or other
disposition.

      Section 2. Reimbursement of Expenses. The SAVINGS BANK shall advance or
promptly reimburse upon request any person entitled to indemnification hereunder
for all reasonable expenses, including attorneys' fees and expenses, reasonably
incurred in defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in good faith with
any



                                       18
<PAGE>

request by the SAVINGS BANK that common counsel be used by the parties to any
action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interest between or among
parties.

      Section 3. Additional Rights. Nothing herein shall limit or affect any
right of any director, officer, or other corporate personnel otherwise than
hereunder to indemnification or expenses, including attorneys' fees and
expenses, under any statute, rule, regulation, certificate of incorporation,
Bylaws, insurance policy, contract, or otherwise; without affecting or limiting
the rights of any director, officer or other corporate personnel pursuant to
this Article XIII, the SAVINGS BANK is authorized to enter into agreements with
any of its directors, officers or other corporate personnel extending rights to
indemnification and advancement of expenses to the fullest extent permitted by
applicable law.

      Section 4. Notice of Amendments or Elimination. Anything in these Bylaws
to the contrary notwithstanding, no elimination or amendment of this Article
adversely affecting the right of any person to indemnification or advancement of
expenses hereunder shall be effective until the 60th day following notice to
such person of such action, and no elimination of or amendment to this Article
XIII shall deprive any such person's rights hereunder arising out of alleged or
actual occurrences, act or failures to act prior to such 60th day. Any
amendments or eliminations made pursuant to this Section are only effective with
regard to acts occurring after such date.

      Section 5. Amendment or Elimination. The SAVINGS BANK shall not, except by
elimination or amendment of this Article XIII in a manner consistent with the
preceding Section 4, take any corporate action or enter into any agreement which
prohibits, or otherwise limits the rights of any person to, indemnification in
accordance with the provisions of this Article XIII. The indemnification of any
person provided by this Article XIII shall continue after such person has ceased
to be a director or officer of the SAVINGS BANK and shall inure to the benefit
of such person's heirs, executors, administrators and legal representatives.

      Section 6. Severability of Provision. In case any provision in this
Article XIII shall be determined at any time to be unenforceable in any respect,
the other provisions of this Article XIII shall not in any way be affected or
impaired thereby, and the affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of the SAVINGS BANK to
afford indemnification and advancement of expenses to its directors or officers,
acting in such capacities or in the other capacities mentioned herein, to the
fullest extent permitted by law.



                                       19
<PAGE>

                       ARTICLE XIV. RULES AND REGULATIONS

      Management shall adopt rules and regulations not inconsistent with law for
the payment of deposits and interest and, generally, for the transaction and
management of the affairs of the SAVINGS BANK. Such rules and regulations shall
be posted in a conspicuous place in the offices of the SAVINGS BANK and shall be
available to depositors upon request. Such posting shall be taken and held as
actual notice to and be binding upon each depositor and to all persons claiming
any interest in any account. All notices to the SAVINGS BANK from depositors, or
other persons claiming any interest in any account, shall be not effective
unless they are in writing and signed by the persons giving such notice.

      Rules and regulations adopted by management or any amendments thereto
shall be transmitted to the Board of Directors at its next regular monthly
meeting following the adoption of same.


                             ARTICLE XV. AMENDMENTS

      These Bylaws may be amended in a manner consistent with regulations of the
NYB at any time by a majority vote of the Whole Board of Directors, or by the
affirmative vote of at least 80% of the votes eligible to be cast by the
shareholders of the SAVINGS BANK at any legal meeting.



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