Form 8-K DIME COMMUNITY BANCSHARE For: Oct 23

On October 23, 2014, the Registrant amended Article IV, Section 8 of its Bylaws in order to permit informal Director action to be achieved electronically.

AMENDED AND RESTATED BYLAWS

OF

DIME COMMUNITY BANCSHARES, INC.

Adopted on December 14, 1995

Amended and Restated on March 19, 2009

Amended and Restated on March 17, 2011

Amended and Restated on June 28, 2012

Amended and Restated on October 30, 2013

Amended and Restated on�October 23, 2014

TABLE OF CONTENTS

�	Page
ARTICLE I	�
OFFICES	�
�	�
Section 1. Registered Office	1
Section 2. Additional Offices	1
�	�
ARTICLE II	�
SHAREHOLDERS	�
�	�
�����Section 1. Place of Meetings	1
�����Section 2. Annual Meetings	1
�����Section 3. Special Meetings	1
�����Section 4. Notice of Meetings	1
�����Section 5. Waiver of Notice	2
�����Section 6. Fixing of Record Date	2
�����Section 7. Quorum	2
�����Section 8. Conduct of Meetings	2
�����Section 9. Voting; Proxies	3
�����Section 10. Inspectors of Election	3
�����Section 11. Procedure for Nominations	4
�����Section 12. Substitution of Nominees	5
�����Section 13. New Business	5
�	�
ARTICLE III	�
CAPITAL STOCK	�
�	�
�����Section 1. Certificates of Stock	6
�����Section 2. Transfer Agent and Registrar	6
�����Section 3. Registration and Transfer of Shares	6
�����Section 4. Lost, Destroyed and Mutilated Certificates	7
�����Section 5. Holder of Record	7
�	�
ARTICLE IV	�
BOARD OF DIRECTORS	�
�	�
�����Section 1. Responsibilities; Number of Directors	7
�����Section 2. Qualifications	7
�����Section 3. Regular and Annual Meetings	7
�����Section 4. Special Meetings	7
�����Section 5. Notice of Meetings; Waiver of Notice	8

�	�
�	Page
�	�
�����Section 6. Conduct of Meetings	8
�����Section 7. Quorum and Voting Requirements	8
�����Section 8. Informal Action by Directors	8
�����Section 9. Resignation	9
�����Section 10. Vacancies	9
�����Section 11. Compensation	9
�����Section 12. Amendments Concerning the Board	9
�	�
ARTICLE V	�
COMMITTEES	�
�	�
�����Section 1. Standing Committees	9
�����Section 2. Executive Committee	9
�����Section 3. Audit Committee	10
�����Section 4. Compensation Committee	10
�����Section 5. Nominating Committee	11
�����Section 6. Other Committees	11
�	�
ARTICLE VI	�
OFFICERS	�
�	�
�����Section 1. Number	11
�����Section 2. Term of Office and Removal	12
�����Section 3. Chairman of the Board	12
�����Section 4. President	12
�����Section 5. Vice Presidents	12
�����Section 6. Secretary	12
�����Section 7. Chief Financial Officer	13
�����Section 8. Comptroller	13
�����Section 9. Treasurer	13
�����Section 10. Other Officers and Employees	13
�����Section 11. Compensation of Officers and Others	13
�	�
ARTICLE VII	�
DIVIDENDS	13
�	�
ARTICLE VIII	�
AMENDMENTS	14

BYLAWS

OF

DIME COMMUNITY BANCSHARES, INC.

ARTICLE I

OFFICES

Section��1.��Registered��Office.��The registered office of Dime Community Bancshares, Inc. (the "Corporation")��in��the��State��of��Delaware shall be in the City of Wilmington, County of New Castle.

Section��2. Additional Offices.��The Corporation may also��have offices and places of��business��at��such other places, within or without the State of Delaware, as the Board of��Directors��(the "Board") may from time to time designate or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

Section 1. Place Of Meetings.��Meetings of��shareholders��of the Corporation��shall be held at such place, within or without the State��of Delaware, as may��be��fixed��by the Board and designated in the notice of meeting.��If no place is so fixed,��they��shall��be held at the principal administrative office of the Corporation.

Section 2. Annual Meetings. The annual meeting��of shareholders of��the Corporation for the election of directors and the transaction of any other��business��which may properly come before such meeting shall be held each year on a date and at a time to be designated by the Board.

Section 3. Special Meetings.��Special meetings of shareholders, for any purpose, may be��called��at any time only by the Chairman of the Board or by resolution of at least three-fourths��of��the��entire��Board.��Special��meetings shall be held on the date and at the time and place��as may be designated��by the Board.��At a special meeting, no business shall be transacted and no��corporate��action��shall��be��taken other than that stated in the notice of meeting.

Section 4. Notice of Meetings. Except as otherwise��required by law,��written��notice stating the place, date and hour of any meeting��of shareholders and,��in��the��case��of��a��special��meeting, the purpose or purposes��for��which the meeting is called, shall be��delivered��to��each shareholder of record entitled to vote at such meeting, either personally or by mail not less��than��ten��(10) nor more than sixty (60) days before the date of such meeting.��If mailed,��such��notice shall be deemed to be delivered when deposited in the U.S. mail, with��postage thereon prepaid, addressed to the shareholder at his or her address��as��it appears on the stock transfer books or records of the Corporation as of��the record date prescribed in Section 6 of this Article II, or at such other��address��as the shareholder shall have furnished in writing to the Secretary.��Notice of��any special meeting shall indicate that the notice is being issued by or at��the direction of the person or persons calling such meeting.��When any meeting��of��shareholders,��either annual or special, is adjourned to another time or place, no notice��of the adjourned meeting need

be given��other than an announcement at the meeting��at��which��such adjournment is taken��giving��the��time��and��place��to which the meeting is��adjourned; provided, however, that if the adjournment��is��for more than thirty (30) days, or if after adjournment, the Board fixes a��new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 5. Waiver of Notice.��Notice of any��annual��or��special meeting��need not be given to any shareholder who submits a signed waiver of notice��of��any��meeting,��in person or by proxy or by his or her duly authorized attorney-in-fact, whether��before��or��after the meeting.��The attendance of any shareholder at a meeting, in person��or by proxy, shall constitute��a��waiver��of��notice��by��such shareholder, except��where��a shareholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction��of��any business because the meeting is not lawfully called or convened.

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 thereof, or shareholders entitled��to receive payment of any dividend or other distribution or the allotment of any rights,��or��in order to make a determination of shareholders for any other purpose, the Board shall fix a date as the record date for any such determination of shareholders, which date shall not precede the date upon which the resolution��fixing��the��record��date��is adopted by the Board.��Such date in any case shall be not more than sixty��(60) days and, in the case of a meeting of shareholders, not less than ten��(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 6, such determination shall, unless otherwise provided by the Board, also apply to any adjournment thereof.���If��no record date is fixed,��(a)��the��record��date��for determining shareholders entitled��to notice of or vote at a meeting of��shareholders��shall be at the close of business on the day next preceding the day on which��the notice is given, or,��if��notice��is��waived,��at��the close of business on the��day��next preceding the day on which the meeting��is��held, and (b) the record date for determining shareholders for any other purpose��shall be at the close of��business��on��the��day��on��which the Board of Directors��adopts��the resolution relating thereto.

Section 7. Quorum.��The��holders��of record of a majority of the total number of votes eligible to be cast in��the��election��of directors generally��by the holders of the outstanding shares of the capital��stock of the Corporation��entitled to vote thereat, represented in person or by proxy, shall constitute��a��quorum��for��the transaction of business at a meeting��of��shareholders, except as otherwise��provided��by��law,��these Bylaws or the��Certificate��of Incorporation.��If less than a majority of such total number of votes are��represented��at��a meeting, a majority of the number of votes so represented may adjourn the��meeting��from time to time��without further notice, PROVIDED, that if such adjournment��is��for more than��thirty��days, a notice of the adjourned meeting shall be given to each shareholder��of��record entitled to vote at the meeting.��At such adjourned meeting at which��a��quorum��is��present,��any��business may be transacted��that might have been transacted at the meeting as��originally called.��When��a��quorum��is��once��present��to��organize��a��meeting��of shareholders,��such��quorum is not broken by the subsequent withdrawal of any shareholders.

Section 8. Conduct Of Meetings. The Chairman of the Board shall serve as chairman at all meetings of the shareholders or, if the Chairman of the Board is absent��or��otherwise��unable��to so serve, the President shall��serve��as��chairman at any meeting of shareholders��held��in��such absence.��If both the Chairman of the Board and the President are absent or otherwise unable to so��serve, such other person as shall be appointed by a majority of the entire Board of Directors shall serve as chairman at any meeting of shareholders��held��in such absence.��The Secretary or, in his or her absence, such other person��as��the��

chairman��of��the meeting shall appoint, shall serve as secretary of the meeting.��The chairman��of the meeting shall conduct all meetings of the shareholders in accordance with the��best��interests of the Corporation and shall have the authority and discretion to��establish��reasonable procedural rules for the conduct of such meetings, including such��regulation��of the manner of voting and the conduct of discussion as he or she shall deem appropriate.

Section 9. Voting; Proxies.��Each shareholder��entitled to vote at��any meeting may vote either in person or by proxy.��Unless��otherwise specified��in��the��Certificate��of��Incorporation or in a resolution, or resolutions, of the Board providing for��the issuance of preferred stock, each shareholder entitled to vote shall be��entitled to one vote for each share��of capital stock registered in his or her��name��on��the��transfer books or��records��of the Corporation.��Each shareholder entitled to vote may authorize another��person��or persons to act for him or her by proxy.��All proxies shall be in writing,��signed��by the shareholder or by his or her��duly��authorized��attorney-in-fact,��and shall��be��filed��with��the Secretary before being voted.��No proxy shall��be��valid��after three (3) years��from��the date of its execution unless otherwise provided��in��the proxy.��The attendance��at��any��meeting��by a shareholder who shall have previously given a proxy applicable thereto��shall not, as such, have the effect��of��revoking��the��proxy.��The Corporation��may��treat��any��duly executed proxy as not revoked��and��in��full��force��and��effect until it receives a duly executed instrument revoking it, or a duly executed proxy bearing��a��later date.��If ownership of a share of voting stock��of��the Corporation stands��in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, any one or more of such shareholders may cast all votes to which such ownership is entitled. If an attempt is made to cast conflicting votes 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 stock��and��present��at��such��meeting.��If such conflicting votes are evenly split on any particular matter,��each��faction��may vote the��securities��in��question��proportionally,��or��any person voting the shares, or a beneficiary, if any, may apply to the Court��of��Chancery or such other court as may have jurisdiction to appoint an additional person to act with the persons so voting the shares, which shall then��be��voted as��determined by a majority of such persons and the person appointed��by the Court.��Except for the election of directors or as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of shareholders, all matters shall be determined by a vote of the holders of a��majority��of the number of votes eligible to be cast by the holders of the outstanding shares of capital stock of the Corporation present and entitled to vote��thereat.��Directors shall, except as otherwise required by law, these Bylaws or the Certificate of Incorporation, be elected by a plurality of the votes cast by each class of shares entitled to vote at a meeting of shareholders, present and entitled to vote in the election.

Section 10.��Inspectors of Election.��In advance of any meeting of shareholders, the Board��shall appoint one or more persons, other than officers, directors or nominees��for office, as inspectors of election to act at such meeting or any adjournment��thereof.���Such appointment shall not��be��altered at the meeting.��If inspectors of election��are��not��so appointed, the chairman of the meeting shall make such appointment at the meeting.���If��any person appointed as inspector fails to appear or fails or refuses to act at the meeting, the vacancy so created may be filled by appointment by the��Board��in advance of the meeting or at the meeting by the chairman of the meeting.���The��duties��of the inspectors of election shall include determining the number of shares outstanding and the voting power of each, the shares represented at the��meeting, the existence of a quorum, the validity and effect of proxies, receiving��votes,��ballots or consents,��hearing��and deciding all challenges and questions arising��in connection with the right��to��vote,��counting��and tabulating all votes, ballots or consents, determining the results, and��doing such acts as are proper to the conduct of the election or the vote with��fairness��to��all shareholders.���Any��report��or��certificate��made by them shall be PRIMA FACIE evidence of the facts stated and of the vote��as certified by them. Each inspector shall be entitled to a reasonable compensation��for his or her services, to be paid by the Corporation.

Section���11.���Procedure��for��Nominations.���Subject� to� the provisions hereof, the Nominating� Committee� of� the� Board shall select nominees� for� election as directors.� Except in the case� of� a� nominee substituted as a� result� of� the� death, incapacity, withdrawal or other inability to serve of a nominee, the� Nominating� Committee shall deliver written nominations to the Secretary at least sixty� (60)� days� prior to the date of the annual meeting.� Provided the Nominating Committee� makes such nominations,� no nominations for directors except those made by the Nominating Committee� shall� be� voted� upon� at� the� annual� meeting of shareholders� unless� other� nominations� by� shareholders� are� made� in accordance� with� the� provisions� of� this� Section� 11.� Nominations of individuals�� for� election� to� the� Board� at� an� annual� meeting�� of shareholders may� be made by any shareholder of record of the Corporation entitled to vote for� the� election� of� directors� at� such� meeting who provides timely notice in writing to the Secretary as set forth� in� this Section 11.� To be timely, a shareholder's notice must be delivered to or received� by� the Secretary not later than the following dates:� (i) with respect to an election� of� directors� to be held at an annual meeting of shareholders, sixty (60) days in advance� of such meeting if such meeting is to be held on a day which is within thirty� (30)� days� preceding� the anniversary of the previous year's annual meeting, or ninety (90) days in advance� of� such� meeting� if such meeting is to be held on or after the anniversary of the previous year's� annual meeting; and (ii) with respect to an election to be held at an annual� meeting of shareholders held at a time� other than within the time periods set� forth� in� the� immediately preceding� clause� (i),� or� at a special meeting of shareholders for the election of directors, the close� of� business� on� the� tenth (10th) day following� the� date� on which notice of such meeting is first� given� to shareholders.� For purposes of this Section 11, notice shall be deemed to first be given to shareholders� when� disclosure� of� such� date� of� the meeting� of shareholders is first made in a press release reported to Dow Jones� News� Services,� Associated� Press� or� comparable� national� news service,� or� in� a� document� publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the� Securities Exchange Act of 1934,� as� amended.�� Such� shareholder's notice� shall� set� forth� (a)� as� to� each� person whom the shareholder ,proposes to nominate for election or re-election� as� a director, (i) the name,� age, business address and residence address of such� person,� (ii) the principal� occupation� or� employment� of� such� person,� (iii)� such person's� written� consent� to� serve as a director, if elected, and (iv) such� other� information� regarding�� each�� nominee�� proposed� by� such shareholder� as� would� be� required to be included in a proxy� statement filed� pursuant� to� the� proxy rules� of� the� Securities� and� Exchange Commission (whether or not� the� Corporation� is� then� subject� to� such rules);� and (b) as to the shareholder giving the notice (i) the name and address of� such� shareholder, (ii) the class and number of shares of the Corporation which are� owned� of record by such shareholder and the dates upon which he or she acquired such� shares,� (iii)� a� description of all arrangements� or understandings between the shareholder and� nominee� and any other person� or� persons (naming such person or persons) pursuant to which the nominations are� to� be� made� by the shareholder, and (iv) the identification of any person employed, retained,� or to be compensated by the shareholder submitting the nomination or by the� person nominated, or any� person� acting� on� his� or� her� behalf� to� make solicitations� or recommendations� to� shareholders� for� the purpose of assisting� in� the election of such director, and a brief description� of� the terms of such employment, retainer or arrangement for compensation.� At� the request of the Board, any person nominated by the Board for election as� a� director shall furnish to the Secretary that information required to be set� forth in� a� shareholder's� notice� of nomination which pertains to the nominee together with the required written� consent.�� No person shall be elected as a director of the Corporation unless nominated� in accordance with the procedures set forth in this Section 11.

The��chairman��of��the��meeting��shall, if the��facts��warrant, determine and declare to the meeting that a��nomination��was not properly brought before the meeting in accordance with the provisions��hereof and, if��he��should��so��determine, he shall declare to the meeting that��such nomination was not properly��brought��before the meeting and shall not be considered.

Section 12. Substitution of Nominees.���In��the��event��that��a person��is��validly designated as a nominee in accordance with Section 11 of this Article��II��and��shall��thereafter become unwilling or unable to stand for election to the Board, the Nominating Committee may designate a substitute nominee upon delivery,��not��fewer than five (5) days prior to the date of the meeting for the election��of��such��nominee, of a written notice��to��the Secretary setting forth such information��regarding��such substitute nominee��as��would��have��been required to be delivered to the Secretary pursuant to Section 11 of this��Article��II had such substitute nominee been initially proposed as a nominee.��Such��notice shall include a signed consent to serve as a director of the Corporation,��if��elected, of each such substituted nominee.

Section 13. New Business.��� Any new business to be taken up at the annual meeting at the request of the Chairman of the Board, the President or by resolution of at least three-fourths of the entire Board shall be stated in writing and filed with the Secretary at least fifteen (15) days before the date of the annual meeting, and all business so stated, proposed and filed shall be considered at the annual meeting, but, except as provided in this Section 13, no other proposal shall be acted� upon at the annual meeting.� Any proposal offered by any shareholder may be made at the annual meeting and the same may be discussed and considered, but unless properly brought before the meeting such proposal shall not be acted upon at the meeting.� For a proposal to be properly brought before an annual meeting by a shareholder, the shareholder must be a shareholder of record and have given timely notice thereof in writing to the Secretary.� To be timely, a shareholder's notice must be delivered to or received by the Secretary not later than the following dates:� (i) with respect to an annual meeting� of shareholders, sixty (60) days in advance of such meeting if such meeting is to be held on a day which is within thirty (30) days preceding the anniversary of the previous year's annual meeting, or ninety (90) days in advance of such meeting if such meeting is to be held on or after the anniversary of the previous year's annual meeting; and (ii) with respect to an annual meeting of shareholders held at a time other than within the time periods set forth in the immediately preceding clause (i), the close of business on the tenth (10th) day following the date on which notice of such meeting is first given to shareholders.� For purposes of this Section 13, notice shall be deemed to first be given to shareholders when disclosure of such date of the meeting of shareholders is first made in a press release reported to Dow Jones News Services, Associated Press or comparable national news service, or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.� A shareholder's notice to the Secretary shall set forth as to the matter the shareholder proposes to bring before the annual meeting (a) a brief description of the proposal desired to be brought before the annual meeting; (b) the name and address of the shareholder proposing such business; (c) the class and number of shares of the Corporation which are owned of record by the shareholder and the dates upon which he or she acquired such shares; (d) the identification of any person employed, retained, or to be compensated by the shareholder submitting the proposal, or any person acting on his or her behalf, to make solicitations or recommendations to shareholders for the purpose of assisting in the passage of such proposal, and a brief description of the terms of such employment, retainer or arrangement for compensation; and (e) such other information regarding such proposal as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission or required to be delivered to the Corporation pursuant to the proxy rules of the Securities and Exchange Commission (whether or not the Corporation is then subject to such rules).� This provision shall not prevent the consideration and approval or disapproval at an annual meeting of reports of officers, directors and committees of the Board or the management of the Corporation, but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.� This provision shall not constitute a waiver of any right of the Corporation under the proxy rules of the Securities and Exchange Commission or any other rule or regulation to omit a shareholder's proposal from the Corporation's proxy materials.

�

The��chairman��of��the��meeting��shall,��if��the facts warrant, determine��and��declare��to��the��meeting that any new business��was��not properly brought before the meeting��in��accordance��with��the provisions hereof��and,��if he should so determine, he shall declare to the��meeting that such new business��was��not��properly brought before the meeting and shall not be considered.

ARTICLE III

CAPITAL STOCK

Section 1. Certificates of��Stock.���Certificates��representing shares��of��stock��shall��be��in such form as shall be determined by��the Board.��Each certificate shall state that the Corporation will furnish to any��shareholder upon request and��without��charge��a��statement��of��the powers,��designations,��preferences and relative, participating, optional or other special rights of��the��shares of each class or series of stock and the qualifications or restrictions of such preferences and/or rights, or��shall��set��forth��such��statement��on the certificate��itself.���The certificates shall be numbered in the order of their issue and entered in the books of the Corporation or its transfer��agent or agents as they are issued.��Each certificate shall state the registered��holder's��name��and the��number��and��class of shares, and shall be signed by the Chairman of the Board or the President, and the Secretary or any Assistant Secretary, and may, but need not,��bear��the��seal of the Corporation or a facsimile thereof.���Any��or��all of the signatures��on��the��certificates��may��be facsimiles.���In��case��any��officer��who��shall��have��signed��any��such certificate hall cease��to��be��such officer of the Corporation, whether because of death, resignation or otherwise, before such certificate shall have been delivered by the Corporation, such certificate may nevertheless be adopted by the Corporation and��be��issued and delivered as though the person or persons who signed such certificate��or��certificates��had��not ceased to be such officer or officers of the Corporation.

Section��2. Transfer Agent and Registrar.��The Board shall have the power to appoint��one��or more Transfer Agents and Registrars for the transfer and registration of��certificates of stock of any class, and may require that stock certificates be countersigned and registered by one or more of such Transfer Agents and Registrars.

Section 3. Registration and Transfer of Shares.��Subject to the provisions of the Certificate of Incorporation of the Corporation, the name of each person owning a share of the capital stock of the Corporation shall be entered on the books of the Corporation together with the number of shares held by him or her, the numbers of the certificates covering such shares and the dates of issue of such certificates.� Subject to the� provisions of the Certificate of Incorporation of the Corporation, the shares of stock of the Corporation shall be transferable on the books of the Corporation by the holders thereof in person, or by their duly authorized attorneys or legal representatives, on surrender and cancellation of certificates for a like number of shares, accompanied by an assignment or power of transfer endorsed thereon or attached thereto, duly executed, with such guarantee or proof of the authenticity of the signature as the Corporation or its agents may reasonably require and with proper evidence of payment of any applicable transfer taxes.� Subject to the provisions of the Certificate of Incorporation of the Corporation, a record shall be made of each transfer.

�

Section 4. Lost, Destroyed��and��Mutilated��Certificates.���The holder of any shares of stock of the Corporation shall immediately notify the��Corporation��of��any��loss,��theft, destruction or mutilation of the certificates therefor.��The Corporation may issue, or cause to be issued, a new certificate of stock in the place��of��any��certificate theretofore issued by it alleged to have been lost, stolen or destroyed upon evidence satisfactory to the Corporation of the loss, theft��or destruction of the certificate,��and��in��the��

case��of��mutilation,��the surrender��of��the mutilated certificate.��The Corporation may, in its��discretion,��require ,the��owner��of��the��lost, stolen or destroyed certificate, or his or her legal representatives,��to��give��the��Corporation��a��bond sufficient to indemnify it against any claim that may be made against��it on account of the���alleged��loss,��theft,��destruction��or��mutilation��of��any���such certificate��and��the issuance of such new certificate, or may refer such owner to such remedy��or remedies as he or she may have under the laws of the State of Delaware.

Section 5. Holder of Record.��Subject to the provisions of the Certificate of Incorporation of the Corporation, the Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof in fact and��shall��not��be��bound��to��recognize��any equitable or other claim to or interest in such shares on the part of any other��person,��whether��or��not��it��shall��have express or other notice thereof, except as otherwise expressly provided by law.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Responsibilities; Number of Directors.��The business and affairs of the Corporation shall be under the direction of the Board. The Board shall consist of not less than five��(5)��nor more than�eleven (11)��directors.���Within the foregoing limits, the number��of��directors shall be determined��only by resolution of the Board.��A minimum of three (3) directors shall be persons��other��than officers or employees of the Corporation or its subsidiaries and shall��not have a relationship which, in the opinion of the Board (exclusive of such��persons), could interfere with���the��exercise��of��independent��judgment��in��carrying���out���the responsibilities��of��a��director.���No��more than three directors shall be officers or employees of the Corporation or its subsidiaries.

Section 2. Qualifications.��Each��director��shall��be��at least eighteen (18) years of age.

�

Section 3. Regular and Annual Meetings.���An��annual meeting of the��Board��for��the��election of officers shall be held, without��notice other than these Bylaws, immediately after, and at the same place as, the annual meeting of the shareholders,��or,��with notice, at such other time or place as the Board may fix by resolution.���The��Board may provide, by resolution, the time and place, within or without the��State of Delaware, for��the��holding of regular meetings of the Board without��notice��other than such resolution.

Section 4. Special Meetings.��Special meetings of the Board may be called for any purpose at any��time��by��or��at the request of the Chairman of the Board or the President.��Special meetings of the Board shall��also��be called by the Secretary upon the written request, stating the purpose or��purposes��of the meeting, of at least sixty percent (60%) of the directors then in office,��but in any event not less than five (5) directors.��The persons authorized��to call special meetings of the Board shall give notice of such meetings in��the��manner��prescribed��by��these Bylaws and may fix any place, within or without the Corporation's regular business��area, as the place for holding any special meeting of the Board called by such��persons.���No��business��shall��be conducted at a special meeting other than that specified in the notice of meeting.

Section��5. Notice of Meetings; Waiver of��Notice.���Except��as otherwise provided in��Section 4 of this Article IV, at least twenty-four (24) hours notice of meetings shall be given to each director if given in person or by telephone,��telegraph,��telex, facsimile or other electronic transmission and at least five (5) days notice of meetings shall be given if given in writing and delivered by courier��or by postage prepaid mail. The purpose of any special meeting shall be stated��in��the notice.��Such notice��shall be deemed given when sent or given to any mail��or��courier service��or��company��providing��electronic��transmission��service.���Any director may waive notice of any meeting by submitting a signed waiver of notice with��the��Secretary,��whether��before��or after the meeting.��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��at��the��beginning��of��the��meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section��6.��Conduct��of Meetings.��Meetings of the Board��shall��be presided over by the Chairman��of��the��Board��or��such other director or officer as the Chairman of the Board shall designate,��and in the absence or incapacity of the Chairman of the Board, the presiding��officer��shall be��the then senior member of the Board in terms of length of service��on the Board (which length of service shall include length of service on the Board��of��Directors��of��The��Dime Savings Bank of Williamsburgh and any predecessors��thereto).��The Secretary��or,��in��his��absence,��a��person appointed by the Chairman of the Board (or other presiding person), shall act as secretary��of��the��meeting.���The Chairman of the Board (or other person presiding) shall conduct all meetings��of��the Board in accordance with the best interests of the Corporation and shall��have��the authority and��discretion to establish reasonable procedural rules for the��conduct of Board��meetings.���At the discretion of the Chairman of the Board, any one or more directors may��participate��in��a��meeting��of the Board or a committee��of��the��Board by means of a conference telephone��or��similar communications��equipment��allowing��all��persons��participating��in��the meeting to hear each other at the same time.��Participation by such means shall constitute presence in person at any such meeting.

Section��7.��Quorum��and��Voting Requirements.� A quorum at any meeting of the Board shall consist of��not��less��than��a majority of the directors then in office or such greater number as shall��be��required by law, these Bylaws or the Certificate of Incorporation, but not��less than one-third��(1/3) of the total number.��If less than a required quorum��is present, the��majority��of��those��directors��present��shall��adjourn the meeting��to��another��time��and��place��without��further notice.��At such adjourned��meeting at which a quorum shall be represented,��any��business may be transacted��that��might��have��been��transacted��at the meeting as originally noticed.��Except as otherwise provided by law, the Certificate of��Incorporation��or��these��Bylaws,��a��majority vote of the��directors present at a meeting, if a quorum is present,��shall constitute an act of the Board.

Section��8.��Informal��Action By Directors.� Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission are filed with the minutes of proceedings of the Board of Directors or such committee.� Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

������������ Section 9. Resignation.��Any director may resign��at��any time by��sending��a written notice of such resignation to the principal office of the Corporation��addressed��to��the��Chairman��of��the��Board��or��the President.���Unless��otherwise��specified therein, such resignation shall take effect upon receipt thereof.

Section 10. Vacancies.��To the extent not inconsistent with the Certificate of Incorporation and subject to the limitations prescribed by law and the rights of holders of Preferred Stock, vacancies in the office of director, including vacancies��created��by newly created directorships resulting from an increase in the number of��directors,��shall��be filled only��by��a��vote��of��a��majority��of the directors then holding office, whether or not a quorum, at any regular��or��special meeting of the Board called for that purpose.��Subject to the rights��of��holders of Preferred Stock, no person shall be so elected a director unless��nominated��by the Nominating��Committee.���Subject��to��the��rights of holders of Preferred Stock, any director so elected shall serve for��the remainder of the full term of the class of directors in which the new directorship��was created or��the vacancy occurred and until his or her successor shall be��elected and qualified.

Section��11.��Compensation.���From��time��to time, as the Board deems necessary, the Board shall fix the compensation��of��directors, and officers��of the Corporation in such one or more forms as the��Board��may determine.

Section��12.��Amendments��Concerning��The��Board.���The number, retirement��age,��and other restrictions and qualifications for directors of the Corporation��as set forth in these Bylaws may be altered only by a vote, in addition to��any��vote��required��by��law,��of two-thirds of the entire Board or by the affirmative vote of the holders��of��record of not less than eighty percent (80%) of the total votes eligible to��be cast by holders��of��all��outstanding��shares of capital stock of the Corporation entitled to vote generally in the��election��of directors at a meeting of the shareholders called for that purpose.

ARTICLE V

COMMITTEES

Section 1. Standing Committees.��At each annual meeting of the Board, the directors shall designate from their own number, by resolution adopted by a majority of the entire Board, the following committees:

����������(a)��Executive Committee

����������(b)��Audit Committee

����������(c)��Compensation Committee

����������(d)��Nominating Committee

which shall be standing committees of the Board.��The Board shall appoint a director��to��fill any vacancy on any committee��of��the��Board.���The members of the committees shall serve at the pleasure of the Board.��All directors who are officers or employees of the Corporation or its subsidiaries, if not otherwise designated by the Board to serve on such committee, shall be ex-officio members of the Executive Committee, possessing the authority to vote on all matters presented before such committee.

Section��2.��Executive��Committee.��There shall be an Executive Committee of the Board consisting of��at��least six (6) members, as shall be appointed by Board resolution or these Bylaws.���The��Chief��Executive Officer��and��the��President shall be ex-officio members of the Executive Committee, with power��to��vote��on��all matters so long as they are also directors��of��the��Corporation.���Four��(4)��members��of��the��Executive Committee, at least three (3) of whom must��be��non-officer directors, or such other

number of members as the Board of Directors��may��establish by resolution,��shall��constitute��a quorum for the transaction of business. The vote of a majority of members��present��at��any meeting including the residing��member, who shall be eligible to vote,��shall��constitute��the action of the Executive Committee.

The��Chairman of the Board or such other director or officer as the Chairman of��the Board shall designate shall serve as chairman of the Executive Committee��or,��if��the��office of the Chairman of the Board is vacant, the President shall serve as chairman of the Executive Committee.��In the absence of the chairman of the��Executive Committee, the committee shall designate, from among its membership��present,��a person to preside at��any��meeting��held��in��such absence.��The Executive Committee��shall designate, from its membership or otherwise, a secretary who shall report to the Board at its next regular��meeting��all��proceedings��and��actions taken by the Executive Committee.��The Executive Committee shall meet��as necessary��at��the call of the Chairman of the Board, the President or at the call of a majority of the members of the Executive Committee.

The Executive��Committee��shall, to the extent not inconsistent with law, these Bylaws or the Certificate��of Incorporation, exercise all the powers and authority of the Board in the��management��of the business and affairs of the Corporation in the intervals between the��meetings��of the Board.

Section��3. Audit Committee.��The Audit Committee shall consist of� at� least three (3) members� whose background and experience are financial and/or business management related, none of whom shall be an officer or salaried employee of the Corporation or its subsidiaries, an attorney who receives a fee or other compensation for legal services rendered to the Corporation or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. At any regular meeting of the Board, any director who is otherwise eligible to serve on the Audit Committee may be elected to fill a vacancy that has occurred on the Audit Committee.� The Board shall designate one member of the committee to serve as chairman of the committee.� The Audit Committee shall meet annually, at the call of the chairman of the committee and may hold such additional meetings as the chairman of the committee may deem necessary, to examine, or cause to be examined, the records and affairs of the Corporation to determine its true financial condition, and shall present a report of examination to the Board at the Board's next regular meeting following the meeting of the Audit Committee.� The committee shall appoint, from its membership or otherwise, a secretary who shall cause to be kept written minutes of all meetings of the committee.� The Audit Committee shall make, or cause to be made, such other examinations as it may deem advisable or whenever so directed by the Board and shall report thereon in writing at a regular meeting of the Board.� The Audit Committee shall make recommendations to the Board in relation to the employment of accountants and independent auditors and arrange for such other assistance as it may deem necessary or desirable.� The Audit Committee shall review and evaluate� the procedures and performance� of the Corporation's internal auditing staff.� A quorum shall consist of at least one-third of the members of the committee, and in no event less than two (2) members of the committee.

�

Section��4. Compensation Committee.��The Compensation Committee shall consist of at��least��three��(3)��members, none of whom shall be an officer or salaried employee of the Corporation��or��its��subsidiaries as shall be appointed by Board resolution or these Bylaws.��In addition, the Chief Executive Officer and the President shall be ex-officio��members of the��Compensation��Committee without any power to vote.��The Board��shall designate one member��of��the��committee��to��serve��as��chairman��of the Compensation��Committee,��who��shall��have��the��authority��to��adopt and establish��procedural��rules��for��the��conduct��of��all��meetings of the committee.

The committee shall meet annually at the call of��the��chairman of��the��committee, and may hold such additional meetings as the Chairman of the Board may deem necessary.��A quorum shall consist of at least one- third of the��voting��members of the Committee, and in no event less than two (2) voting members��of��the committee.��The vote of a majority of the voting members present at any��meeting,��including��the��chairman��of the committee��who shall be eligible to vote, shall constitute the action��of the Compensation��Committee.���The��committee��shall��appoint,��from��its membership��or��otherwise, a secretary who shall cause to be kept written minutes of all meetings of the committee.

The Compensation��Committee shall be responsible for overseeing the��development,��implementation���and���conduct��of��the��Corporation's employment and personnel policies, notices��and procedures, including the administration of the Corporation's compensation and benefit programs.

Section��5.��Nominating��Committee.��The��Nominating��Committee shall consist of at least three (3)��members,��none��of��whom shall be an officer��or��a��salaried employee of the Corporation or its subsidiaries. In addition, the��Chief��Executive Officer and the President shall be ex-officio members of the Nominating��Committee,��with��power to vote on all matters���so��long��as��they��are��also��directors��of��the��Corporation. Notwithstanding��the foregoing, no director shall serve on the Nominating Committee in any capacity��in��any year during which such director's term as a director is scheduled to expire.���The��Nominating��Committee��shall review qualifications of and interview candidates for the Board and shall make��nominations��for��election��of board members in accordance with the provisions of these Bylaws in relation to those suggestions to the Board.��A��quorum shall consist of at least��one-third��of��the��members��of��the Committee, and in no event less than two (2) members of the committee.

Section��6.��Other��Committees.���The��Board��may by resolution adopted by a majority of the entire Board at any meeting��authorize��such other��committees��as��from��time��to��time��it��may��deem��necessary��or appropriate��for��the��conduct��of��the business of the Corporation.��The members of each committee so authorized��shall��be appointed by the Board from��members��of��the��Board��and/or employees of the��Corporation.���In addition, the Chief Executive Officer��and��the��President��shall��be ex-officio��members��of��each��such��committee.���Each��such committee shall exercise such powers as may be assigned by the Board to��the��extent��not inconsistent with law, these Bylaws or the Certificate of Incorporation.

ARTICLE VI

OFFICERS

Section��1.��Number.���The Board shall, at each annual meeting, elect a Chairman of the Board, a Chief��Executive Officer, a President, a Secretary and such other officers as the Board from time to time may deem necessary or the business of the Corporation��may require.��Any number of offices��may��be��held��by��the��same person except that��no��person��may simultaneously hold the offices of President and Secretary.

The election of all officers��shall��be��by��a��majority of the Board.��If such election is not held at the meeting held annually for the election��of officers, such officers may be so elected at any��subsequent regular meeting��or��at a special meeting called for that purpose, in the same��manner��above��provided.���Each��person��elected��shall��have��such authority, bear such title��and��perform such duties as provided in these Bylaws and as the Board may prescribe��from��time��to time.��All officers elected or appointed by the Board shall assume their��duties��immediately upon��their election and shall hold office at the pleasure

�

of the Board.�� Whenever��a��vacancy��occurs��among the officers, it may be filled at any regular or special meeting called for that purpose, in the same manner as above provided.

�

Section 2. Term of Office��and��Removal.���Each��officer��shall serve��until��his��or��her��successor��is elected and duly qualified, the office is abolished, or he or she is removed.��Except for the Chairman of the Board, the Chief Executive Officer or��the President, any officer may be removed at any regular meeting of the Board��with��or without cause by an��affirmative vote of a majority of the entire Board.���The��Board��may remove��the��Chairman��of��the��Board, the Chief Executive Officer or the President at any time, with or without��cause,��only��by��a��vote of two- thirds of the non-officer directors then holding office at any regular or special meeting of the Board called for that purpose.

Section��3. Chairman of the Board.��The Chairman shall be the Chief Executive Officer of the Corporation and shall, subject to the direction of the Board, oversee all of the major activities of the Corporation and its subsidiaries and be responsible for assuring that the policy decisions of the Board are implemented as formulated.� He shall be responsible, in consultation with such Officers and members of the Board as he deems appropriate, for planning the growth of the Corporation.� The Chairman shall be responsible for shareholder relations, relations with investments bankers, other similar financial institutions and financial advisors and shall be empowered to designate Officers of the Corporation and its subsidiaries to assist in such activities.� The Chairman shall be principally responsible for exploring opportunities for mergers, acquisitions and new business.� The Chairman shall preside at all meetings of the shareholders; preside at all meetings of the Board and the Executive Committee; make recommendations to the Board regarding appointments to all committees; and sign instruments in the name of the Corporation.� The Chairman will be a member ex-officio, with power to vote on all matters, of all committees of the Board except the Audit Committee; in his capacity as an ex-officio member of the Compensation Committee, he will be without any power to vote.

In the absence or disability of the Chairman of the��Board, the President��or��such��other��person��who��the Board shall designate, shall exercise the powers and perform the duties,��which��otherwise��would fall upon the Chairman of the Board.

Section��4.��President.���The President, subject to the direction of the Board and the Chief Executive Officer, shall assist the Chief Executive Officer in planning the growth of the Corporation, relations with investment bankers, other similar financial institutions and financial advisors. The President, shall under authority given to him, sign instruments in the name of the Corporation. The President shall have such other powers as may be assigned to him by the Board, its committees or the Chief Executive Officer. The President will be a member ex-officio, with power to vote on all matters, of all Committees of the Board, except the Audit Committee; in his capacity as ex-officio member of the Compensation Committee he will be without any power to vote.�

Section��5. Vice Presidents.��Executive Vice Presidents, Senior Vice Presidents and��Vice��Presidents��may��be��appointed by the Board of Directors to perform such duties as may be prescribed��by��these��Bylaws, the��Board, the Chief Executive Officer or the President as permitted��by the Board.

Section��6. Secretary.��The Secretary shall attend all meetings of the Board and of��the��shareholders,��and shall record, or cause to be recorded, all votes and minutes of all proceedings��of��the��Board and of the��shareholders��in��a book or books to be kept for that purpose.���The Secretary shall perform��such��executive and administrative duties as may be assigned by the Board, the Chairman��of�

the Board��or the President. The��Secretary��shall��have charge of the seal of the Corporation,��shall submit such reports and��statements��as��may be required by law or by the Board, shall conduct all correspondence relating��to��the��Board��and its proceedings��and shall have such other powers and duties as are generally incident to the��office of Secretary and as may be assigned to him or her by the Board, the Chairman of the Board or the President.

Section 7.� Chief Operating Officer/Chief Financial Officer.� The Chief Operating Officer shall have the general supervision and direction of all of the Corporation's officers and personnel, subject to and consistent with policies enunciated by the Board.� The Chief Operating Officer or Chief Financial Officer of the Company shall have the responsibility for supervising the Comptroller and the Treasurer in maintaining the financial records of the Corporation. He or she shall also supervise the budgeting and forecasting process. He or she shall make such disbursement of the funds of the Corporation as are authorized and monitor the accounts of all transactions and of the financial condition of the Corporation. The Chief Operating Officer and Chief Financial Officer shall also perform such other duties as may be prescribed by these bylaws, the Board, or the Chief Executive Officer as permitted by the Board.�

�

Section��8.��Comptroller.���The��Comptroller shall be the chief accounting officer of the Corporation and shall��be��responsible��for the maintenance of adequate systems and records.��The Comptroller shall��keep a��record��of all assets, liabilities, receipts, disbursements, and other financial transactions,��and��shall see that all expenditures are made in accordance with procedures duly��established��from��time��to��time by the Board.��The Comptroller shall make such reports as may be required by the Board or as are required by law.

Section 9. Treasurer.��The Treasurer shall be responsible��for all of the money management��and investment functions of the Corporation. Maintenance of relationships with correspondent banks, securities brokers and safekeeping agents shall be the responsibility of the Treasurer.��The Treasurer shall make such reports��as��may be required by the Board or as are required by law.

Section 10. Other Officers and��Employees.���Other��officers and employees��appointed��by��the��Board shall have such authority and��shall perform such duties as may be assigned to them, from time to time, by the Board or the Chief Executive Officer or the President.

Section��11.��Compensation���of���Officers���and��Others.���The compensation of all officers and employees shall be fixed��from��time��to time by the Board, or by any committee or officer authorized by the Board to��do��so,��upon��the��recommendation��and��report��by��the Compensation Committee.��The compensation of agents shall be fixed by the Board, or by any��committee��or��officer��authorized by the Board to do so,��upon��the recommendation and report of the Compensation Committee.

ARTICLE VII

DIVIDENDS

The Board shall have��the��power,��subject to the provisions of law and the requirements of the Certificate of��Incorporation, to declare and pay dividends out of surplus (or, if no surplus��exists,��out��of net profits of the Corporation, for the fiscal year in which the dividend��is declared��and/or��the��preceding��fiscal��year,��except where there is an impairment of capital stock), to pay such dividends��to��the shareholders in��cash,��in��property,��or��in��shares��of��the��capital��stock of��the Corporation,��and��to��fix��the��date��or��dates for the payment of��such dividends.

ARTICLE VIII

AMENDMENTS

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