STONEHAMBANK

AMENDED AND RESTATED

BY-LAWS

APPROVED

MAY 11, 2017

TABLE OF CONTENTS

ARTICLE I. Organization and Powers ........................................................................... 1

Section 1.1 Organization ............................................................................ 1

Section 1.2 Mutual Form of Organization ................................................... 1

ARTICLE II. Shareholders ............................................................................................. 1

ARTICLE III. Meetings of Shareholders ........................................................................ 1

Section 3.1 Annual Meeting ........................................................................ 1 Section 3.2 Special Meetings ..................................................................... 2

Section 3.3 Notice of Meetings ................................................................... 2 Section 3.4 Place of Meeting ...................................................................... 3

Section 3.5 Presiding Officer ...................................................................... 3 Section 3.6 Quorum .................................................................................... 3 Section 3.7 Voting and Qualification of Shareholders ................................. 3 Section 3.8 Adjournment ............................................................................ 4

ARTICLE IV. Nomination and Election of Directors and Clerk; Directors; Number and Term ....................................................................................................... 4

Section 4.1 Number and Term .................................................................... 4 Section 4.2 Eligibility ................................................................................... 4 Section 4.3 Nominations ............................................................................. 5

Section 4.4 Appointment by Board ............................................................. 5 Section 4.5 Resignation; Forfeiture or Vacation of Office ........................... 6

Section 4.6 Removal from Office ................................................................ 6 Section 4.7 Election; Vacancies ................................................................. 7

Section 4.8 Powers and Duties of Directors ............................................... 7 Section 4.9 Chair of the Board of Directors ................................................ 8 Section 4.10 Honorary Directors and Advisory Board .................................. 8

Section 4.11 Committees .............................................................................. 8

ARTICLE V. Meetings of Directors .............................................................................. 10

Section 5.1 Regular and Special Meetings ............................................... 10 Section 5.2 Notice of Meetings ................................................................. 10 Section 5.3 Place of Meetings .................................................................. 10

Section 5.4 Presiding Officer .................................................................... 11 Section 5.5 Quorum and Voting ................................................................ 11

Section 5.6 Adjournment .......................................................................... 11 Section 5.7 Manner of Participation .......................................................... 11

Section 5.8 Consent in Lieu of Meeting .................................................... 11 Section 5.9 Presumption of Assent ........................................................... 11

ARTICLE VI. Officers, Their Powers and Duties ......................................................... 11

Section 6.1 Composition and Eligibility ..................................................... 11 Section 6.2 Chief Executive Officer, President and Vice President(s) ...... 12 Section 6.3 Clerk of the Bank; Clerk of the Board .................................... 12

Section 6.4 Treasurer and Chief Financial Officer .................................... 12

Section 6.5 Other Officers ........................................................................ 12 Section 6.6 Removal from Office. ............................................................. 12

Section 6.7 Resignation ............................................................................ 13 Section 6.8 Absence or Disability ............................................................. 13 Section 6.9 Vacancies .............................................................................. 13

ARTICLE VII. Indemnification. ..................................................................................... 13

Section 7.1 Definitions .............................................................................. 13

Section 7.2 Directors and Senior Officers ................................................. 14 Section 7.3 Other Officer/Employees ....................................................... 14 Section 7.4 Service with the Encouragement or Other Authorization

of the Bank............................................................................. 14

Section 7.5 Good Faith ............................................................................. 15 Section 7.6 Prior to Final Disposition ........................................................ 15

Section 7.7 Insurance ............................................................................... 16 Section 7.8 Other Indemnification Rights .................................................. 16

Section 7.9 Merger or Consolidation ........................................................ 16 Section 7.10 Savings Clause ...................................................................... 16

ARTICLE VIII. Accounts .............................................................................................. 16

ARTICLE IX. Miscellaneous Shareholder Provisions .................................................. 17

Section 9.1 Shareholder Information ........................................................ 17

Section 9.2 Supermajority Vote Required ................................................. 17 Section 9.3 Prohibition on Insider Enrichment .......................................... 18

ARTICLE X. Execution of Instruments ........................................................................ 18

ARTICLE XI. Amendment of By-Laws. ........................................................................ 18

STONEHAMBANK

BY-LAWS

ARTICLE I. ORGANIZATION AND POWERS

Section 1.1 Organization. The name of this Bank shall be StonehamBank® A Co-operative Bank. Its main banking office shall be in the Town of Stoneham, Massachusetts. The Bank shall conduct the business of a co-operative bank under its legal name or such other trade name as the Board of Directors may determine and shall have and may exercise all the powers, privileges, and authority, express or implied, now or hereafter conferred by Massachusetts General Laws, Chapter 170, as amended, and by any and all other statutes, laws, and regulations relating in whole or in part to the business of co-operative banking. Its capital shall be unlimited and may be accumulated in such manner and from such sources as from time to time may be permitted by law. The Bank shall have an official seal and logo, the forms of which shall be approved by the Board of Directors.

Section 1.2 Mutual Form of Organization. The Bank is committed to its mutual form of organization. Neither it nor any of its direct or indirect subsidiaries shall issue stock or other equity securities to entities which are not themselves direct or indirect subsidiaries of the Bank unless there is a compelling reason to do so. The foregoing shall not apply, however, to joint ventures in which the Bank or one of its direct or indirect subsidiaries is a joint venturer.

ARTICLE II. SHAREHOLDERS

The name of each person who owns share deposits or other deposit accounts shall be duly recorded on the books of the Bank, and such person shall thereupon become a Shareholder. All rules, regulations, and By-Laws of the Bank, and additions and amendments thereto, as from time to time in effect, shall be binding upon all Shareholders.

ARTICLE III. MEETINGS OF SHAREHOLDERS

Section 3.1 Annual Meeting. The Annual Meeting of the Shareholders shall be held on the first Thursday after the second Tuesday in May at 4:30 o’clock P.M., unless a different time is determined by the Board of Directors. If such day falls upon a legal holiday or a day observed as such, the meeting shall be held on the next following business day at the same hour. At the Annual Meeting, the Shareholders shall elect Directors and a Clerk of the Bank, in accordance with Section 4.7, and shall vote upon any proposals recommended by the Board of Directors. Any Shareholder desiring to make a proposal to be voted upon by the Shareholders at the Annual Meeting shall file

with the Clerk of the Bank at least six weeks and not more than ten weeks prior to the date of the Annual Meeting a written petition which sets forth with specificity the proposal which the Shareholder wishes to be considered. Such petition shall be signed and shall indicate the petitioning Shareholder’s full name and address. The Board of Directors may recommend whether or not any such proposal should be adopted by the Shareholders and may determine not to present any proposal which does not comply with the provisions of these Articles or which is not a proper matter for consideration at the Annual Meeting. If the Board of Directors determines not to present a proposal to the Shareholders on a matter otherwise proper for consideration, such proposal may nevertheless be presented by such Shareholder at a separate special meeting of Shareholders upon compliance with the requirements of Section 3.2(b); provided that no more than one special meeting of Shareholders shall be held in any calendar year pursuant to such petition process.

Section 3.2 Special Meetings. Special meetings of the Shareholders shall be called by the Clerk of the Bank, or in case of the death, absence, incapacity, or refusal to act of the Clerk of the Bank, by any other Officer whom the Chief Executive Officer or Chair of the Board, or a majority of the Board of Directors may designate:

(a) upon the written direction of the Chair of the Board, the Chief Executive Officer or a majority of the Board of Directors; or

(b) upon written petition filed with the Clerk of the Bank at least six weeks and not more than ten weeks prior to the date of the proposed special meeting and signed by Shareholders who (i) constitute not less than five percent (5%) of the total number of the Shareholders of the Bank, and (ii) hold not less than five percent (5%) of the total dollar value of deposits in the Bank, as of the Bank’s most recent call report filing with its primary federal regulator next preceding the date of receipt by the Clerk of the Bank of such petition, provided that all the Shareholders signing such petition shall list their addresses on such petition and shall, as of the date of filing thereof with the Clerk of the Bank, be qualified to vote pursuant to the terms of Section 3.7 herein. Not more than one special meeting of Shareholders shall be held in any one calendar year pursuant to any one or more of such petitions.

The purposes of any such special meeting shall be set forth with specificity in such direction or petition, and such meeting shall be called by the Clerk of the Bank to be held only for such purposes, and on the date specified in such direction or petition, or if such date is a holiday or a day observed as such, then on the next following business day, at 4:30 o’clock P.M., unless otherwise determined by the Chair of the Board or, in the Chair’s absence, the Chief Executive Officer.

Section 3.3 Notice of Meetings. The Clerk of the Bank shall give notice of all regular and special meetings of the Shareholders by publishing notice thereof, at least seven days before the date of such meeting, in one or more newspapers published in the city or town in which the main office of the Bank is situated or as may otherwise be permitted by law. Such notice shall state the day, hour, and place of the meeting and

shall contain a brief statement of the nature of the business to be acted upon, except as hereinafter provided with respect to the removal of Officers and Directors. In case of the death, absence, incapacity, or refusal to act of the Clerk of the Bank, notice of a regular or special meeting may be given as hereinabove provided by any other Officer of the Bank so authorized by the Chair of the Board, the Chief Executive Officer or a majority of the Board of Directors.

Section 3.4 Place of Meeting. Meetings of the Shareholders shall be held in the main office of the Bank or at such other place as the Board of Directors may determine.

Section 3.5 Presiding Officer. The Chair of the Board shall preside at all meetings of the Shareholders. If the Chair elects not to preside at a meeting or is absent, the Chief Executive Officer shall preside; and in the event both of those officers elect not to preside or are absent a member of the Board of Directors or another Officer shall be designated by a majority of the Directors present at the meeting, provided that if the person presiding is the Clerk of the Bank, a Clerk pro-tem shall be appointed for the meeting by the presiding Officer.

Section 3.6 Quorum. Fifteen Shareholders shall constitute a quorum at any meeting of Shareholders.

Section 3.7 Voting and Qualification of Shareholders. In addition to the voting limitations provided by law, no person shall be qualified to vote at any meeting of Shareholders unless such person (i) shall have been a shareholder for at least ninety (90) days prior to the date of the meeting, (ii) shall establish his or her identity to the satisfaction of an Officer or an official in charge of balloting, and (iii) shall have attained the age of eighteen years. No Shareholder shall be entitled to more than one vote at any meeting and, except as specifically authorized by law, no Shareholder shall vote by proxy. Joint ownership of shares shall not confer the right to vote to a greater extent than if they were owned by an individual, except that a joint owner of shares also owning shares individually may vote the individual shares and the other owner may vote the shares jointly owned, but in no event shall any person have more than one vote. Shares held in the name of fiduciaries, Banks, or associations may be voted by a person duly authorized by a sufficient written instrument, but may not be voted by a person otherwise voting. A person voting in a representative capacity may vote only on behalf of one trust, estate or entity.

When a quorum is present, any matter before a meeting shall be decided by a majority of the votes cast by Shareholders voting on such matter, except where a larger vote is required by law or these By-Laws. Any election by Shareholders shall be decided by a majority of those Shareholders present and voting for persons validly nominated pursuant to Section 4.3.

If demanded by a Shareholder present and entitled to vote at a meeting, the vote on any question shall be by ballot, but otherwise may be conducted in any way approved at the meeting. The election of Directors and the Clerk shall be by ballot which shall contain the names of the persons nominated pursuant to Section 4.3, and

which shall specify, after the name of each Officer or Director, any offices in the Bank held by such person.

The polls and counting of votes shall be in the charge of two of more Shareholders, qualified to vote and appointed by the presiding Officer, and such presiding Officer may appoint such other Shareholders as tellers or other assistants as he or she may deem necessary or advisable.

The polls shall be open for fifteen minutes starting from five minutes after the start of the meeting, or such other fifteen-minute period during the meeting as the presiding Officer may declare. The presiding Officer may adjust the time the polls are open for a period or periods longer or shorter than fifteen minutes provided, however, the polls shall remain open until all Shareholders present in or at the entrance to the meeting premises at the start of the meeting, shall have had an opportunity to vote.

Section 3.8 Adjournment. If a majority of the Shareholders present and voting at any meeting of the Shareholders, or any adjournment thereof, vote to adjourn such meeting, the presiding Officer shall adjourn the meeting to such time and place as may be specified in such vote, but if a quorum is lacking the presiding Officer may adjourn the meeting to another day or time. In the event that the meeting is adjourned to another day, such adjournment shall be for not less than five nor more than thirty days and the Clerk of the Bank shall give notice of such adjourned meeting by publishing notice thereof, not less than one day prior to the day to which such meeting is adjourned, in one or more newspapers published in the city or town in which the main office of the Bank is situated or as may otherwise be permitted by law. Such notice shall state the day, hour, and place of the adjourned meeting and, in the case of an adjourned special meeting, shall contain a brief statement of the nature of the business to be acted upon, except as hereinafter provided with respect to the removal of Officers and Directors.

ARTICLE IV. NOMINATION AND ELECTION OF DIRECTORS

AND CLERK; DIRECTORS; NUMBER AND TERM

Section 4.1 Number and Term. Except as authorized by Mass. Gen. L. c. 167I, §27, the Board of Directors shall consist of a number of Directors fixed from time to time by a majority vote of the Board of Directors, which number shall not be less than five nor more than fifteen. The Board of Directors shall be divided into three classes as nearly equal in number as practicable and one of such classes shall be elected annually for a term of three years.

Section 4.2 Eligibility. To be eligible for nomination and election to the office of Director or Clerk of the Bank, or to fill a vacancy in any such office, a person, at the time of nomination and election (or appointment) (a) shall have been a shareholder of the Bank for at least ninety (90) days and have attained the age of twenty-one years; (b) shall be a citizen of the United States; (c) shall not be in arrears in payments due the Bank on any indebtedness of such person; and (d) shall not be under a disability as set

forth in 12 U.S.C. §1829 or other provision of law from serving. No person shall, other than to fill a vacancy, be eligible for election to such offices unless nominated thereto or added to the list of nominees, as hereinafter provided. No more than two Officers may serve as a Director at the same time. The Clerk and at least a majority of the Directors shall reside in and be citizens of Massachusetts. Any vacancy resulting from the expiration of office pursuant to the preceding sentence may be filled in accordance with Section 4.7.

Section 4.3 Nominations. The Chairman shall, at the regular meeting of the Board of Directors held in March of each year, appoint a nominating committee of three Shareholders. Not more than two members of the Shareholder Nominating Committee shall be Directors or Officers of the Bank at the time of appointment. It shall be the duty of the Shareholder Nominating Committee to nominate eligible Shareholders to be elected at the next Annual Meeting for the positions of Director and Clerk of the Bank. The Board of Directors or its delegated committee may provide the Shareholder Nominating Committee with guidance and suitability standards to take into consideration when evaluating potential nominees. The Committee may nominate not more than two eligible Shareholders for each office to be filled; and in the event the Committee fails to make any nomination for such office, the Board of Directors shall make such nominations so that at least one person is nominated for each office and may make further nominations but the total number nominated for each office shall not exceed two. The Board of Directors may also nominate an eligible Shareholder in place of any nominee who shall have deceased or withdrawn at any time prior to the election. The Shareholder Nominating Committee shall file its list of nominees with the Clerk of the Bank at or before 4:30 o’clock P.M. on the second Tuesday in April in the year of their appointment.

Upon written petition filed with the Clerk of the Bank at or before 5:00 o’clock P.M. no later than the second Tuesday in April, Shareholders who (a) constitute not less than five percent (5%) of the total number of the Shareholders of the Bank, and (b) hold not less than five percent (5%) of the total dollar value of deposits in the Bank, as of the Bank’s most recent call report filing with its primary federal regulatory next preceding the date of receipt by the Clerk of the Bank of such petition, may add to the list of nominees for Directors and Clerk of the Bank the name of not more than one Shareholder satisfying the eligibility requirements of Section 4.2 as a candidate for each office to be filled at the next Annual Meeting of Shareholders, provided that (i) such petition shall set forth the age, business address, residence address and principal occupation or employment of each such candidate, and (ii) all the Shareholders signing such petition shall list their addresses upon such petition and shall, as of the date of its filing with the Clerk of the Bank, be qualified to vote pursuant to the terms of Section 3.7 herein. Any such candidate shall promptly provide any other information reasonably requested by the Chair.

Section 4.4 Appointment by Board. Notwithstanding any other provision in these By-Laws to the contrary, the Board of Directors may determine to increase the number of Directors and appoint not more than two additional persons as Directors pursuant to Mass. Gen. L. c. 170, §13 provided any person or persons so appointed

shall (i) satisfy the eligibility requirements set forth in Section 4.2; (ii) not have previously served as Director of the Bank; and (iii) have been appointed upon the affirmative votes of two-thirds of the entire Board of Directors. A person appointed as a Director pursuant to this Section 4.4 shall serve until the next Annual Meeting of Shareholders at which time such Director shall stand for election by the Shareholders for the remainder of the full term of the class in which he or she is included.

The Board of Directors shall not have the authority to add a person as a Director pursuant to Mass. G.L. c. 170, §13 if, as a result of such appointment, the number of Directors who have not been previously elected or confirmed by the Shareholders would exceed two. In no event shall the number of Directors exceed any applicable limit provided by law.

Section 4.5 Resignation; Forfeiture or Vacation of Office.

(a) Voluntary Resignation. Any Director may resign at any time by giving written notice of resignation to the Clerk of the Bank or the Chairman. Such resignation shall take effect upon receipt, except that any resignation specifying an effective date shall take effect upon such date or upon acceptance unless otherwise provided in such acceptance; provided, however, that notwithstanding the foregoing, such resignation shall not take effect until the next meeting of the Board of Directors if by reason of its taking effect prior to such meeting the number of Directors would thereby be reduced to less than five.

(b) Forfeiture of Office. Any Director who, on examination in a supplementary process proceeding, has been found unable to pay a judgment, or who seeks relief, or against whom an order of relief is entered, pursuant to Title 11 of the United States Code, shall be deemed to have forfeited his or her office without any further action of the Board of Directors. Upon such forfeiture, such person’s office shall be deemed vacant and the Board of Directors may fill the vacancy for the unexpired term in accordance with applicable provisions of law and these By-Laws.

(c) Vacation of Office. If an Officer also serves as a Director, his or her office as a Director shall be automatically vacated and he or she shall be deemed to have voluntarily resigned as a Director upon his or her ceasing to serve as an Officer unless this provision is waived by vote of two-thirds of the other Directors.

Section 4.6 Removal from Office.

(a) Removal by Shareholders. In addition to the right or duty of the Board of Directors under applicable law or these By-Laws to declare the office of a Director to be vacant, any Director or the Clerk of the Bank may be removed from office, only for just cause, upon the vote of a majority of the Shareholders present and voting at an annual or special meeting. Reference to such removal or the name of the person whose removal is sought shall not appear in the published notice of such meeting. Notice of intention to seek such removal shall

be furnished to the Director or Clerk whose removal is sought, by a person so authorized by the Board of Directors, at least two weeks prior to the date of the proposed meeting; and such Director or Clerk shall be entitled to appear personally at and address the Shareholders attending such meeting. Upon the removal of a Director or the Clerk of the Bank as above provided, such person’s office forthwith shall be deemed to be vacant and the Board of Directors may fill the vacancy for the unexpired term in accordance with applicable provisions of law and these By-Laws. For the purpose of this Section 4.6, there shall be “just cause” to remove such Director or the Clerk from office if such person (i) has been convicted of a crime involving moral turpitude or a crime relating to the Bank’s business, (ii) is guilty of a material violation of law or his or her fiduciary duties to the Bank, (iii) is under a disability as set forth in 12 U.S.C. §1829 or the subject of a regulatory order or penalty by any bank regulatory agency, or (iv) has caused the Bank to suffer a loss on any loan made by it to or for the benefit of such Director or the Clerk.

(b) Removal by Directors. The Board of Directors may, upon the vote of two-thirds of the Directors present and voting, declare vacant the office of a director who (i) has both failed to attend regular meetings of the Board and to carry out his or her duties for six (6) consecutive months, or (ii) has ceased to be a Shareholder of the Bank.

(c) Removal by Board. In addition to any removal right of the Shareholders above, any Director or the Clerk of the Bank may be removed from office by vote of two-thirds of the Directors and without a vote of the Shareholders after compliance with the procedures set forth in this Section 4.6.

Section 4.7 Election; Vacancies. Directors and the Clerk of the Bank shall be elected by ballot at the Annual Meeting from the nominees validly nominated pursuant to Section 4.3, subject to applicable provisions of law relating to the filling of vacancies. A vacancy occurring in the office of a Director may be filled by an affirmative vote of two-thirds of a the remaining Directors until the next Annual Meeting of Shareholders at which time the person so appointed shall stand for election by the Shareholders for the remainder of the full term of the class in which he or she is included, but such vacancy need not be filled so long as at least six Directors remain in office. No person shall be elected a Director or appointed to fill a vacancy on the Board of Directors unless such person meets the eligibility requirements set forth in Section 4.2. A majority of votes cast by eligible Shareholders present and voting at a meeting shall be required for election.

Section 4.8 Powers and Duties of Directors. The Board of Directors shall have full power and authority to manage the business and affairs of the Bank; may fix or approve the compensation and oversee all the acts of Officers, employees, and other assistants; may employ such other assistants and appoint or constitute such committees and advisory directors as they may deem necessary and determine the reasonable compensation therefor; shall have and may exercise all the powers vested in the Bank unless otherwise provided by law or these By-Laws; and may exercise such

other powers and such duties as are now or hereafter may be expressly or impliedly conferred upon the Board of Directors by law or these By-Laws.

In the event that any statute or other law or regulation issued thereunder shall expressly or by implication confer any power, privilege, or authority upon the Bank, without specifying the person or persons who shall exercise the same, such power, privilege, or authority may, unless otherwise provided in these By-Laws, be exercised by the Board of Directors or by such Officers, committees, or other persons as said Board from time to time may designate.

The Directors shall cause to be submitted to the Shareholders, at each Annual Meeting, a general statement of the business of the preceding year and a report of the financial condition of the Bank.

Section 4.9 Chair of the Board of Directors. The Board of Directors shall elect a Chair by and from the Directors at their first meeting after the Annual Meeting for a term of one year, except that he or she may be elected initially at any meeting of the Directors for a period of less than one year. The Chair shall preside at all meetings of the Shareholders and of the Board of Directors and have such other powers and duties as from time to time may be conferred upon him or her by the Board of Directors, provided that any such powers or duties so conferred shall not be in conflict with those of Chief Executive Officer or the President.

Section 4.10 Honorary Directors and Advisory Board.

(a) Honorary Directors. Subject to applicable provisions of law, any person who shall have served as a Director of the Bank (or in a bank merged into or acquired by the Bank) for ten years or more may, upon ceasing to be a Director, be continued as an Honorary Director at the discretion of the Board of Directors in the manner and for such term as is provided by law. Honorary Director(s) shall, with the consent of the Board of Directors, be allowed to attend meetings of the Board but shall have no vote.

(b) Advisory Board. The Board of Directors may appoint an Advisory Board from the shareholders for the purpose of promoting the Bank and its ties with its community and advising the Board of Directors on such matters as it may deem appropriate. The Advisory Board shall operate in accordance with a written charter approved by the Board of Directors.

Section 4.11 Committees

(a) Security Committee. The Security Committee shall consist of not less than three Directors, who shall not be members of the Audit Committee and who shall be elected at the first meeting of the Board of Directors after the Annual Meeting for a term of one year and until their successors are elected and qualified. The Security Committee shall (i) approve or supervise the approval of all loans, (ii) be the “Security Committee” described in Section 11 of Chapter 170 of the Massachusetts General Laws, (iii) file or cause to be filed with the Board of

Directors such reports as are required by law and (iv) have such other powers and perform such other duties as the Board of Directors may from time to time determine.

(b) Finance Committee. The Board of Directors, at its first meeting after the Annual Meeting, shall elect a Finance Committee of not less than three Directors who shall take an oath of office in accordance with law. The members of the Finance Committee shall be elected for a term of one year and until their successors are elected and qualified. In addition to the powers and duties of the Finance Committee prescribed by applicable provisions of law, said Committee shall also oversee fiscal issues of the Bank, make recommendations on salaries of all personnel and have such other powers and perform such other duties as the Board of Directors may from time to time determine.

(c) Board Affairs Committee. The Board Affairs Committee shall consist of the Chair of the Board of Directors, the Chief Executive Officer, the Chair of the Security Committee, the Chair of the Finance Committee and at least one other Director who shall be elected at the first meeting of the Board of Directors after the Annual Meeting. Such Committee shall make an annual evaluation of the performance of the members of the Board of Directors, the Chair of the Board, the Chief Executive Officer and the President, advise the Board of Directors regarding government and corporate structure issues and the qualifications and recruitment of Directors and have such powers and perform such duties as the Board of Directors may from time to time determine.

(d) Audit Committee. The Audit Committee shall consist of not less than three Directors and who shall be elected at the first meeting of the Board of Directors after the Annual Meeting for a term of one year or until their successors are duly elected and qualified. The Audit Committee shall (i) supervise the internal auditor and oversee all audit efforts and programs of the Bank, (ii) perform such other duties as the Board of Directors may from time to time determine and (iii) have all other duties imposed upon an audit committee under Massachusetts law. No member of the Audit Committee shall at the same time serve as a member of the Security Committee or be an operating Officer.

(e) Other Committees. The Board of Directors may, from time to time, establish such other committees, with such duties and powers, and such members and terms, as it may deem appropriate, subject to applicable provisions of law and these By-Laws. In establishing any such other committee, the Board of Directors shall clearly specify the duties, authority and duration of such committee.

(f) Committee Records. A record, in the form of minutes, of action taken at any meeting of any committee appointed by the Board of Directors, together with the names of those present, shall be maintained; provided, that any list of loans considered or approved at such meeting, any list of securities considered or approved for purchase or sale, and any other instruments or

memoranda containing lengthy detail, may be incorporated by reference in said records and need not be transcribed therein if such lists, instruments, and memoranda are identified by the signatures of one or more members, and the clerk of the committee concerned, and are collectively filed so as to be readily identified with the pertinent committee minutes.

(g) Committee Chairs. Chairs of all committees shall be selected by the Board of Directors or the Chair of the Board with the approval of the Board.

(h) Committee Charters. Any committee may operate pursuant to a written charter adopted by such committee, provided that such charter is approved by the full Board of Directors.

(i) Eligibility. All members of committees shall be Directors or, except where contrary to these By-Laws or applicable law, Officers of the Bank. The clerk of a committee may be an Officer or employee designated by the Board of Directors or by the committee chair.

ARTICLE V. MEETINGS OF DIRECTORS

Section 5.1 Regular and Special Meetings. The Board of Directors shall meet at least bi-monthly on such day and at such time as the Board of Directors may establish by resolution. A special meeting of the Board of Directors may be called at any time by the Chair or the Chief Executive Officer, and shall be called by the Clerk of the Board of Directors, or in the case of the death, absence, incapacity, or refusal to act of the Clerk of the Board of Directors, by any other Officer, upon written request of three or more Directors. If the day of any regular meeting of the Directors falls on a legal holiday or a day observed as such, the meeting shall be held on the next succeeding business day at the same hour, or such other day and time as determined by the Chair.

Section 5.2 Notice of Meetings. Notice of a special meeting shall be mailed or delivered by the Clerk of the Board of Directors to each member of the Board at such member’s last known residence or business address at least forty-eight hours before the time specified for such meeting, or shall be given by telephone, facsimile or electronic mail at least twenty-four hours before such time, but any member of the Board may waive such notice either before or after such meeting. In case of the death, absence, incapacity, or refusal to act of the Clerk of the Board of Directors, notice of a special meeting may be given as hereinabove provided by any other Officer of the Bank so authorized by the Chair, the Chief Executive Officer or a majority of the Board of Directors. Notice need not be given of regular meetings. Notice need not be given of adjourned meetings if the time and place of adjournment are fixed at the meeting adjourned.

Section 5.3 Place of Meetings. All meetings of the Board of Directors shall be held in the main office of the Bank or at such other place as the Board of Directors or the Chief Executive Officer may from time to time determine.

Section 5.4 Presiding Officer. The Chair shall preside at all meetings of the Board of Directors. If the Chair elects not to preside at a meeting or is absent, the Chief Executive Officer shall preside. If the Chief Executive Officer elects not to preside or is absent, a presiding Officer pro-tem shall be designated by a majority of the Directors present at the meeting; provided, that any person presiding at any meeting of the Board of Directors shall be a Director of the Bank; and provided further, that if the person presiding is the Clerk of the Board of Directors, a Clerk pro-tem shall be appointed for the meeting by the presiding Officer.

Section 5.5 Quorum and Voting. A majority of the Directors occupying such office shall constitute a quorum at any meeting of the Board of Directors. At a meeting where a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless a larger number is required by law or these By-Laws.

Section 5.6 Adjournment. Any regular or special meeting of the Board of Directors may be adjourned to another day or time by vote of the Board or, in the event a quorum is lacking, by action of the presiding Officer.

Section 5.7 Manner of Participation. Directors may participate in special meetings of the Board by means of video or telephone conference or similar communications equipment by which all persons participating in the meeting can see and/or hear each other. Directors may participate in regular meetings of the Board by such means only upon the prior affirmative vote of a majority of the Directors present in person at such meeting. Such participation shall constitute presence in person.

Section 5.8 Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or writings or by electronic transmission or transmissions and such writing or writings or transmission or transmissions are filed with the minutes of the proceedings of the board or committee. Such consent shall be treated for all purposes as a vote at a meeting.

Section 5.9 Presumption of Assent. A Director of the Bank who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file written dissent to such action with the person acting as the clerk for the meeting before its adjournment.

ARTICLE VI. OFFICERS, THEIR POWERS AND DUTIES

Section 6.1 Composition and Eligibility. The Officers of the Bank, who shall have such duties as the Board of Directors may determine, shall be a Chief Executive

Officer, a President, one or more Senior or Executive Vice Presidents, a Chief Financial Officer and a Treasurer. The Bank may also have Vice Presidents, and such other Officers with the titles and ranks as the Board of Directors may from time to time determine to be necessary for the management of the affairs of the Bank, subject to applicable provisions of law. The term of each such office shall be one year and until a successor is elected and qualified. Any person may hold two or more offices except that the President or the Chief Executive Officer shall not also serve as the Clerk of the Bank or the Board of Directors.

Section 6.2 Chief Executive Officer, President and Vice President(s). The Chief Executive Officer, the President, the Senior and Executive Vice President(s) shall be elected by the Directors at the Directors’ first meeting after the Annual Meeting. The President shall be the Chief Executive Officer of the Bank, unless the duties of Chief Executive Officer are conferred upon another person by vote of the Board of Directors. The Chief Executive Officer and the President shall have such powers and duties as from time to time may be conferred upon them by law or by the Board of Directors.

Section 6.3 Clerk of the Bank; Clerk of the Board. The Clerk of the Bank shall be elected as provided in Section 4.6 for a term of one year and until a successor is elected and qualified. The Clerk of the Bank shall keep correct records of all meetings of the Shareholders and shall give notice of all such meetings as hereinbefore provided. The Directors may also elect a Clerk of the Board of Directors to keep correct records of meetings of the Board of Directors and give notice thereof as hereinabove provided.

Section 6.4 Treasurer and Chief Financial Officer. The Treasurer and the Chief Financial Officer shall be elected by the Board of Directors at the Directors’ first meeting after the Annual Meeting. The Treasurer shall be the Chief Financial Officer of the Bank unless the duties of Chief Financial Officer are conferred upon another person by vote of the Board of Directors. The Treasurer shall have such powers and duties and be subject to such limitations and control as from time to time may be prescribed by law or by the Board of Directors. The Treasurer shall be subject at all times to the authority and control of the Chief Executive Officer.

Section 6.5 Other Officers. Any other Officer not specifically referred to above shall be elected by the Board of Directors annually with such powers and duties as the Board of Directors may from time to time prescribe. The Board of Directors may delegate to the Chief Executive Officer the power to appoint and remove such other Officers and to prescribe their respective authority and duties.

Section 6.6 Removal from Office.

(a) Senior Officers. The Chief Executive Officer, President, any Senior or Executive Vice President, the Chief Financial Officer and the Treasurer (each a "Senior Officer") may only be removed from office by vote of a majority of the members of the Board of Directors in office at the time of said vote; provided that notice of intention to seek such removal shall be furnished by a person so authorized by the Board of Directors, to the Senior Officer whose removal is

sought, at least seven days before the meeting at which the vote is to be taken. Such Senior Officer shall be entitled to appear personally at, and address the Directors attending, such meeting. Notwithstanding the foregoing, the President or the Chief Executive Officer may suspend the service of the Chief Financial Officer, any Executive or Senior Vice President or the Treasurer, and the Chair may suspend the service of the President or the Chief Executive Officer, in each case until the next regular or special meeting of the Board of Directors. Upon the removal of any such Senior Officer by the Board of Directors, such person’s office or position thereupon shall be deemed to be vacant and the vacancy for the unexpired term may be filled in accordance with applicable provisions of law and these By-Laws.

(b) Clerk of the Bank. The Clerk of the Bank may be removed in accordance with Section 4.6.

(c) Other Officers. Except as specified in Section 6.6(a) and Section 6.6(b), any other Officer of the Bank may be removed from office and have his or her employment suspended or terminated by the Chief Executive Officer.

(d) Employees. Nothing contained in this Section 6.6 shall be construed as limiting the right of any duly authorized Officer or of the Board of Directors to terminate or suspend at any time, without notice, the employment of any person.

Section 6.7 Resignation. Any Officer may resign at any time by giving written notice of resignation to the Clerk of the Bank or to the Chief Executive Officer. Such resignation shall take effect upon receipt, except that any resignation specifying an effective date shall take effect upon such date or upon acceptance unless otherwise provided in such acceptance.

Section 6.8 Absence or Disability. In the event of the absence or disability of any Officer, the Board or Directors may designate another Officer to act temporarily in place of such absent or disabled Officer.

Section 6.9 Vacancies. Except as otherwise provided in these By-Laws, the Board of Directors may fill a vacancy which may occur for any reason in any office.

ARTICLE VII. INDEMNIFICATION.

Section 7.1 Definitions. For purposes of this Article VII, (a) “Director” means any person who serves or has served as a Director of the Bank and any heirs or personal representatives of such person; (b) “Senior Officer” means any person who serves or has served as Chief Executive Officer, President, Executive or Senior Vice President, Chief Financial Officer, Treasurer or any other Officer designated as a Senior Officer by vote of the Board of Directors and any heirs or personal representatives of such person; (c) “Other Officer/Employee” means any person who serves or has served

as an officer or employee of the Bank but who is not or was not a Senior Officer and any heirs or personal representatives of such person; (d) “Proceeding” means any action, suit or proceeding, whether civil, criminal, derivative, administrative or investigative, brought or threatened in or before any court, tribunal, administrative or legislative body or agency and any claim which could be the subject of a Proceeding; and (e) “Expenses” means any liability fixed by a judgment, order, decree or award in a Proceeding, any amount reasonably paid in settlement of a Proceeding and any professional fees or other disbursements reasonably incurred in a Proceeding.

Section 7.2 Directors and Senior Officers. Except as provided in Sections 7.4 and 7.5 below, and subject in all cases to Section 18(k) of the Federal Deposit Insurance Act, as amended, and the rules and regulations of the Federal Deposit Insurance Bank contained at 12 C.F.R. Part 359, and any successor statutes and/or regulations thereto, notwithstanding any other provision contained in this Article VII to the contrary, each Director and Senior Officer of the Bank shall be indemnified by the Bank against all Expenses incurred by such Director or Senior Officer in connection with any Proceedings in which such Director or Senior Officer is involved as a result of serving or having served (a) as a Director or Senior Officer or employee of the Bank; (b) as a director, officer or employee of any Bank, organization, partnership, joint venture, trust or other entity the majority of the equity of which is owned by the Bank; or (c) in any capacity with any other Bank, organization, partnership, joint venture, trust, employees benefit plan or other entity with the encouragement or other authorization of the Bank.

Section 7.3 Other Officer/Employees. Except as provided in Sections 7.4 and 7.5 below, and subject in all cases to Section 18(k) of the Federal Deposit Insurance Act, as amended, and the rules and regulations of the Federal Deposit Insurance Bank contained at 12 C.F.R. Part 359, and any successor statutes and/or regulations thereto, notwithstanding any other provision contained in this Article VII to the contrary, each Other Officer/Employee of the Bank may, in the discretion of the Board of Directors, be indemnified against any or all Expenses incurred by such Other Officer/Employee in connection with any Proceeding in which such Other Officer/Employee is involved as a result of serving or having served (a) as an Other Officer/Employee of the Bank; (b) as a director, officer or employee of any Bank, organization, partnership, joint venture, trust or other entity the majority of the equity of which is owned by the Bank; or (c) in any capacity with any other Bank, organization, partnership, joint venture, trust, employee benefit plan or other entity with the encouragement or other authorization of the Bank.

Section 7.4 Service with the Encouragement or Other Authorization of the Bank. No indemnification shall be provided to a Director, Senior Officer or Other

Officer/Employee with respect to serving or having served in any of the capacities described in Section 7.2(c) or Section 7.3(c) above, unless the following two conditions are met: (a) such service was encouraged or otherwise authorized by an affirmative vote of the Board of Directors prior to the occurrence of the event to which the indemnification relates; and (b) the Bank maintains insurance coverage for the type of indemnification sought. In no event shall the Bank be liable for indemnification under Section 7.2(c) or Section 7.3(c) above for any amount in excess of the proceeds of

insurance received with respect to such coverage as the Bank in its discretion may elect to carry. The Bank may, but shall not be required to, maintain insurance coverage with respect to indemnification under Section 7.2(c) or Section 7.3(c) above. Notwithstanding any other provision of this Section 7.4, the Board of Directors may provide a Director, Senior Officer or Other Officer/Employee with indemnification under Section 7.2(c) or Section 7.3(c) above as to a specific Proceeding even if one or both of the two conditions specified in the first sentence of this Section 7.4 have not been met and even if the amount of the indemnification exceeds the amount of the proceeds of any insurance which the Bank may have elected to carry, provided that the Board of Directors in its discretion determines it to be in the best interests of the Bank to do so.

Section 7.5 Good Faith. Notwithstanding the foregoing, indemnification shall be provided to a Director or Senior Officer pursuant to Section 7.2 above or may be provided to an Other Officer/Employee pursuant to Section 7.3 above only with respect to a matter as to which such person shall have been adjudicated in a Proceeding to have satisfied the following relevant standard of conduct: (i) such person acted in good faith; (ii) such person reasonably believed that his or her conduct was in or at least not opposed to the best interests of the Bank; and (iii) in the case of any criminal proceeding, such person had no reasonable cause to believe that his or her conduct was unlawful. In the event that a Proceeding is compromised or settled on any basis, or if the Director, Senior Officer, Other Officer/Employee otherwise enters a plea of nolo contendere in such Proceeding, or if there shall otherwise not be any adjudication in such Proceeding as to the Senior Officer’s or Other Officer/Employee’s relevant standard of conduct, then whether or not indemnification shall be provided to said Director or Senior Officer pursuant to Section 7.2 above or may be provided to said Other Officer/Employee pursuant to Section 7.3 above with respect to a matter shall depend upon the determination of whether such person satisfied the foregoing relevant standard of conduct to be made in accordance with the following sentence. The determination shall be made by a majority vote of such Directors who are not involved in such Proceeding; provided, however, that if more than half of the Directors are involved in such Proceeding, the determination shall be made by a majority vote of a committee of three disinterested Directors chosen by the disinterested Directors at a regular or special meeting; and provided further, however, that if there are less than three disinterested Directors, the determination shall be based upon the opinion of an independent outside counsel that has not been involved in any way in such Proceeding or in any matter that is the subject of or otherwise related in any way to such Proceeding. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere, shall not, of itself and without an accompanying determination as to whether the Director, Senior Officer or Other Officer/Employee has satisfied the relevant standard of conduct as provided herein, be determinative as to whether or not such Director, Senior Officer or Other Officer/Employee satisfied the relevant standard of conduct described in this Section 7.5.

Section 7.6 Prior to Final Disposition. To the extent authorized by the Board of Directors , by the committee of disinterested Directors referred to in Section 7.5 above or by the opinion of the independent outside counsel referred to in Section 7.5 above,

any indemnification provided for under this Article VII may include payment by the Bank of Expenses incurred in defending a Proceeding in advance of the final disposition of such Proceeding upon receipt of an undertaking by the Director or Senior Officer or Other Officer/Employee seeking indemnification to repay such payment if such Director or Senior Officer or Other Officer/Employee shall be adjudicated or determined to be not entitled to indemnification under this Article VII.

Section 7.7 Insurance. The Bank may purchase and maintain insurance to protect itself and any Director, Senior Officer or Other Officer/Employee against any liability of any character asserted against or incurred by the Bank or any such Director, Officer or Other Officer/Employee, or arising out of any such status, whether or not the Bank would have the power to indemnify such person against such liability by law or under the provisions of this Article VII.

Section 7.8 Other Indemnification Rights. Nothing in this Article VII shall limit any person’s lawful rights to indemnification existing independently of this Article VII.

Section 7.9 Merger or Consolidation. If the Bank is merged into or consolidated with another Bank and the Bank is not the surviving Bank, the surviving Bank shall assume the obligations of the Bank under this Article VII with respect to any Proceeding arising out of or relating to any actions, transactions or facts occurring at or prior to the date of such merger or consolidation.

Section 7.10 Savings Clause. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Bank shall nevertheless indemnify and advance expenses to each indemnitee as to any expenses (including reasonable attorneys’ fees), judgments, fines, liabilities, losses, and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Bank, to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VIII. ACCOUNTS

An account may be opened by an initial deposit of not less than the minimum established by the Board of Directors. Deposits to and withdrawals from accounts shall be allowed in accordance with the terms and conditions established for accounts. Interest shall be credited to accounts in the ordinary course of business at such rate as the Board of Directors may determine, as provided by law. The Officers may limit the activity in any account, determine what minimum balance shall be maintained in an account, refuse any deposit, or require the withdrawal of the whole or any part of such an account at any time.

The Board of Directors may establish policies and rules with respect to accounts, Shareholders and the eligibility of persons to be Shareholders.

Shares or accounts may be transferred by the owner to one or more other persons, subject to applicable provisions of law, and such charge, if any, as may be made therefor as the Board of Directors from time to time may prescribe. Notwithstanding the foregoing, limitations or prohibitions on the transfer of shares or accounts may be set by agreement between any Shareholder and the Bank. No transfer shall be valid as against the Bank until recorded on the books of the Bank.

ARTICLE IX. MISCELLANEOUS SHAREHOLDER PROVISIONS

Section 9.1 Shareholder Information. Every Shareholder shall have the right to communicate with other Shareholders in relation to any matter which may properly be considered at a meeting of the Shareholders. Any Shareholder requesting a communication with other Shareholders as provided herein shall, not less than thirty (30) days prior to the date of the Annual Meeting and not less than ten (10) days prior to the date of any special meeting, furnish the Bank with the following information, in writing and subscribed by him or her: (1) his or her full name and address; (2) the nature and extent of his or her interest in the Bank at the time his or her application is made; (3) a statement of the reasons for and the purposes of the communication which he or she desires to make with other Shareholders; (4) a copy of such communication; (5) the date of the annual or special meeting of the Shareholders of the Bank at which the matter will be presented for consideration. Upon receipt of such request, unless made for an improper purpose, the Bank shall, within ten (10) days of receipt in the case of an Annual Meeting and within three (3) days of receipt in the case of a special meeting, notify the Shareholder either (x) of the number of the Bank’s members and of the estimated amount of the Bank’s data processing, mailing and other out of pocket costs and expenses of providing the communication to its Shareholders, or (y) of its determination not to honor the request because the letter fails to comply with the provisions of this Section 9.1. If the Bank determines the request to be of proper purpose, then, after payment by the Shareholder of estimated costs and expenses and delivery of sufficient copies of the communication, the Bank shall mail the same to all Shareholders within seven (7) days of receipt of estimated costs and expenses and copies in the case of an Annual Meeting and at the earliest practicable date prior to the meeting in the case of a special meeting (or in either case, such later date as the requesting Shareholder may specify).

Section 9.2 Supermajority Vote Required. Any proposal to convert the Bank from mutual form to stock form of ownership, or any proposal for any direct or indirect subsidiary of the Bank to issue stock in a community or public offering (each a “Conversion Transaction”) shall require approval of eighty percent of the entire Board of Directors and two-thirds of all of the Shareholders of the Bank present and voting at a meeting duly called for the sole purpose of considering such Conversion Transaction. Any such Shareholder vote shall be valid and binding only if no less than 5% of the Shareholders at the Bank have voted. Notwithstanding Article XI, any repeal or significant amendment of this Section 9.2 shall require approval of all but two of the

incumbent Directors and two-thirds of all of the Shareholders of the Bank voting by written, secret ballot at a meeting duly called for the purpose, which vote shall be certified by a firm of independent certified public accountants.

Section 9.3 Prohibition on Insider Enrichment. For a period of five years following completion of any Conversion Transaction, no Officer, Director or employee of the Bank or its affiliates shall be awarded, or provided any option or opportunity to purchase, equity securities issued by the Bank or any of its affiliates, except as may be required by law. In the event that this Section 9.3 is repealed or amended, the foregoing prohibition shall continue to apply to persons who were Officers, Directors, employees of the Bank or its affiliates at the time of such repeal or amendment.

ARTICLE X. EXECUTION OF INSTRUMENTS

All conveyances of real estate, all assignments, extensions, discharges, and releases in whole or in part of mortgages, and all other instruments to which the Bank may be a party, shall be executed by a Senior Officer, a Vice President, or an Assistant Treasurer, or any one of them or by such other Officer or Officers as from time to time may be authorized by the Board of Directors.

ARTICLE XI. AMENDMENT OF BY-LAWS.

These By-Laws may be amended at any time by the affirmative vote of two-thirds of the Shareholders present and voting at a special meeting of the Shareholders called for that purpose; provided, that the proposed amendments shall have been approved by a vote of all but two of the incumbent Directors, or if not so approved, shall have been submitted in writing to the Board of Directors at a meeting of the Board held at least six weeks and not more than ten weeks previous to action thereon by the Shareholders.

In the event of an inconsistency between any By-Law of this Bank and any provision of law or regulation made thereunder, such provision of law or regulation shall govern.