ARROW

FINANCIAL CORPORATION

(A New York Corporation)

BY-LAWS

(Effective 7/2/90)

Amendments:

01/23/91 - Section 3.2

04/24/91 - Section 3.2

07/24/91 - Section 3.2

09/25/91 - Section 3.2

02/26/92 - Section 3.2

02/26/92 - Section 4.1

12/16/92 - Section 3.2

04/20/94 - Section 3.2

    4/20/94 - Section 3.20

07/01/95 - Section 3.2

10/25/95 - Section 3.4

04/26/96 - Section 3.2

12/18/96 - Section 3.2

    2/26/97 - Section 3.17

02/26/97 - Article XIII

03/26/97 - Section 3.2

10/28/98 - Section 2.2

01/27/99 - Section 3.2

07/28/99 - Section 3.2

01/26/00 - Section 3.2

01/24/00 - Section 2.5

01/24/00 - Section 3.2

05/02/00 - Section 3.2

04/30/03 - Section 3.2

bylaws.wpd

 BY-LAWS

ARROW FINANCIAL CORPORATION

(A New York Corporation)

(As amended to 10/28/98)

ARTICLE  I

Definitions

As used in these By-laws, unless the context otherwise requires, the term:

1.1

"Assistant Secretary" means an Assistant Secretary of the Corporation.

1.2

"Assistant Treasurer" means an Assistant Treasurer of the Corporation.

1.3

"Board" means the Board of Directors of the Corporation.

1.4

"Business Corporation Law" means the Business Corporation Law of the State of New York, as amended from time to time.

1.5

"By-laws" means the initial By-laws of the Corporation, as amended from time

to time.

1.6

"Certificate of Incorporation" means the initial certificate of incorporation of the

Corporation, as amended, supplemented or restated from time to time.

1.7

"Corporation" means Arrow Financial Corporation

1.8

"Directors" means directors of the Corporation

1.9

"Entire Board" means the total number of directors which the Corporation would have if there were no vacancies.

1.10

"Office of the Corporation" means the executive office of the Corporation, anything in 102(10) of the Business Corporation Law to the contrary notwithstanding.

1.11

"Chairman of the Board" means the Chairman of the Board of the Corporation.

1.12

"President" means the President of the Corporation.

1.13

"Secretary" means the Secretary of the Corporation.

1.14

"Shareholders" means shareholders of the Corporation.

1.15

"Treasurer" means the Treasurer of the Corporation.

1.16

"Vice President" means a Vice President of the Corporation.

ARTICLE II

Shareholders

2.1

Place of Meetings.  Every meeting of shareholders shall be held at the office

of the Corporation or at such other place within or without the State of New

York as shall be designated in the notice of such meeting or in the waiver of

notice thereof.

2.2

Annual Meeting.  A meeting of shareholders shall be held annually for the election of directors and the transaction of other business at such hour and on such business day in April, May or June as may be determined by the Board and designated in the notice of meeting.

No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the annual meeting by or at the direction of the Board, or (c) otherwise properly brought before the annual meeting by any shareholder of the Company (i) who is a shareholder of record on the date of the giving of the notice provided for in Section 2.6 of these By-laws and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.2.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Company.  To be timely, a shareholders notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however,  that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after the anniversary date of the prior years annual meeting, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which notice of the date of the annual meeting is first mailed or public disclosure of the date of the annual meeting is first made, whichever first occurs.

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