Exhibit
3(i)(A)
  CERTIFICATE
OF INCORPORATION
 OF
 1st
CONSTITUTION BANCORP
 (Conformed
Copy - As of December 18, 2008)
  The undersigned incorporator, to form a
corporation pursuant to the provisions of the New Jersey Business Corporation
Act, hereby certifies:
  FIRST:
The name of the corporation is 1st CONSTITUTION BANCORP.
  SECOND:
The purposes for which the corporation is organized are:
 (a) To
engage in the business of a bank holding company; and
  (b) Without in any way being limited by
the foregoing specifically enumerated purpose, to engage in any activity within
the purposes for which corporations may be organized under the New Jersey
Business Corporation Act, Title 14A.
  THIRD:
  A. The aggregate number of shares which
the Corporation shall have authority to issue is 35,000,000 of which 5,000,000
shares shall be preferred stock without par value (hereinafter called “Preferred
Stock”) and 30,000,000 shares shall be common stock without par value
(hereinafter called “Common Stock”).
  B. The Board of Directors shall have
authority at any time or from time to time (i) to divide any or all of the
Preferred Stock into classes and to divide such classes into series; (ii) to
determine for any such class or series its designation, number of shares,
relative rights, preferences and limitations; (iii) to increase the number of
shares of any such class or series previously determined by it and to decrease
such previously determined number of shares to a number not less than that of
the shares of such class or series them outstanding; (iv) to change the
designation or number of shares, or the relative rights, preferences and
limitations of the shares, of any theretofore established class or series no
shares of which have been issued; (v) to determine relative rights and
preferences which are subordinate to, or equal with, the shares of any other
class or series, whether or nor such shares of such other class or series are
issued and outstanding when such determination is made; and (vi) to cause to be
executed and filed without further approval of the shareholders such amendment
or amendments to the Certificate of Incorporation as may be required in order to
accomplish any of the foregoing. In particular, but without limiting the
generality of the foregoing, the Board of Directors shall have authority to
determine with respect to any such class or series of Preferred
Stock:
  (1) The dividend rate or rates on
shares of such class or series and any restrictions, limitations or conditions
upon the payment of such dividends, and whether dividends shall be cumulative
and, if so, the date or dates from which dividends shall cumulate, and the dates
on which dividends, if declared, shall be payable;
  1
  Exhibit
3(i)(A)
  (2)
Whether the shares of such class or series shall be redeemable and, if so, the
time or times and the price or prices at which and the other terms and
conditions on which the shares may be redeemed.
  (3) The rights of the holders of shares
of such class or series in the event of the liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, or any other
distribution of its assets;
  (4) Whether the shares of such class or
series shall be subject to the operation of a purchase, retirement or sinking
fund and, if so, the terms and conditions thereof;
  (5) Whether the shares of such class or
series shall be convertible into shares of any other class or classes or of any
series of the same or any other class or classes, and if so convertible, the
price or prices or the rate or rates of conversion and the method, if any, of
adjusting the same, and the other terms and conditions, if any, on which shares
shall be so convertible; and
  (6) The extent of voting powers, if
any, of the shares of such class or series.
  C. Each share Common Stock shall be
equal to every other share of Common Stock, and, subject to the prior rights of
the Preferred Stock, shall be entitled to share equally upon all distributions
of earnings and assets of the Corporation. After all accrued dividends on all
Preferred Stock having cumulative dividend rights have been declared and paid,
or funds set apart for the payment thereof, the holders of Common Stock shall be
entitled to receive dividends at such rates and at such times as may be
determined by the Board of Directors. Upon the dissolution, liquidation or
winding up of the Corporation, or upon any distribution of its capital assets,
subject to the prior rights of the Preferred Stock, all the remaining assets of
the corporation shall be distributed ratably among the holders of Common
Stock.
  D. In addition, a series of Preferred
Stock of the Corporation is created, and the designation and amount thereof and
the voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:
  (1) Designation and
Amount. The shares of such series shall be designated as “Series A Junior
Participating Preferred Stock” and the number of shares constituting such series
shall be 40,000.
  (2) Dividends and
Distributions.
 (a)
Subject to the prior and superior rights of the holders of any shares of any
series of Preferred Stock ranking prior and superior to the shares of Series A
Junior Participating Preferred Stock with respect to dividends, the holders of
shares of Series A Junior Participating Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the 1st day of
March, June, September and December in each year (each such date being referred
to herein as a “Quarterly Dividend Payment Date”), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Junior Participating Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $0.10 or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, no par value, of the Corporation (the
“Common Stock”) since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Junior Participating
Preferred Stock. In the event the Corporation shall at any time after March 18,
2004 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
  2
  Exhibit
3(i)(A)
  (b) The
Corporation shall declare a dividend or distribution on the Series A Junior
Participating Preferred Stock as provided in Paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $0.10 per share on the Series A
Junior Participating Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.
  (c) Dividends shall begin to accrue
and be cumulative on outstanding shares of Series A Junior Participating
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares of Series A Junior Participating Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Junior Participating Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.
  3
  Exhibit
3(i)(A)
  (3) Voting Rights. The
holders of shares of Series A Junior Participating Preferred Stock shall have
the following voting rights:
  (a) Subject to the provision for
adjustment hereinafter set forth, each share of Series A Junior Participating
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the shareholders of the Corporation. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the number of votes per share
to which holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
  (b) Except as otherwise provided
herein or by law, the holders of shares of Series A Junior Participating
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of shareholders of the
Corporation.
  (c)    (i) If at
any time dividends on any Series A Junior Participating Preferred Stock shall be
in arrears in an amount equal to six (6) quarterly dividends thereon, the
occurrence of such contingency shall mark the beginning of a period (herein
called a “default period”) which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and for the
current quarterly dividend period on all shares of Series A Junior Participating
Preferred Stock then outstanding shall have been declared and paid or set apart
for payment. During each default period, all holders of Preferred Stock
(including holders of the Series A Junior Participating Preferred Stock) with
dividends in arrears in an amount equal to six (6) quarterly dividends thereon,
voting as a class, irrespective of series, shall have the right to elect two (2)
directors.
  (ii)
During any default period, such voting right of the holders of Series A Junior
Participating Preferred Stock may be exercised initially at a special meeting
called pursuant to subparagraph (iii) of this Section 3(C) or at any annual
meeting of shareholders, and thereafter at annual meetings of shareholders,
provided that such voting right shall not be exercised unless the holders of ten
percent (10%) in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
directors or, if such right is exercised at an annual meeting, to elect two (2)
directors. If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Preferred Stock shall have the
right to make such increase in the number of directors as shall be necessary to
permit the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect directors in any
default period and during the continuance of such period, the number of
directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or  pari passu  with
the Series A Junior Participating Preferred Stock.
  4
 
 Exhibit
3(i)(A)
  (iii)
Unless the holders of Preferred Stock shall, during an existing default period,
have previously exercised their right to elect directors, the Board of Directors
may order, or any shareholder or shareholders owning in the aggregate not less
than ten percent (10%) of the total number of shares of Preferred Stock
outstanding, irrespective of series, may request, the calling of a special
meeting of the holders of Preferred Stock, which meeting shall thereupon be
called by the President, a Vice-President or the Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders of Preferred
Stock are entitled to vote pursuant to this Paragraph (C)(iii) shall be given to
each holder of record of Preferred Stock by mailing a copy of such notice to him
at his last address as the same appears on the books of the Corporation. Such
meeting shall be called for a time not earlier than 20 days and not later than
60 days after such order or request or in default of the calling of such meeting
within 60 days after such order or request, such meeting may be called on
similar notice by any shareholder or shareholders owning in the aggregate not
less than ten percent (10%) of the total number of shares of Preferred Stock
outstanding. Notwithstanding the provisions of this Paragraph (C)(iii), no such
special meeting shall be called during the period within 60 days immediately
preceding the date fixed for the next annual meeting of the
shareholders.
  (iv) In
any default period, the holders of Common Stock, and other classes of stock of
the Corporation if applicable, shall continue to be entitled to elect the whole
number of directors until the holders of Preferred Stock shall have exercised
their right to elect two (2) directors voting as a class, after the exercise of
which right (x) the directors so elected by the holders of Preferred Stock shall
continue in office until their successors shall have been elected by such
holders or until the expiration of the default period, and (y) any vacancy in
the Board of Directors may (except as provided in Paragraph (C)(ii) of this
Section 3) be filled by vote of a majority of the remaining directors
theretofore elected by the holders of the class of stock which elected the
director whose office shall have become vacant. References in this Paragraph (C)
to directors elected by the holders of a particular class of stock shall include
directors elected by such directors to fill vacancies as provided in clause (y)
of the foregoing sentence.
  (v)
Immediately upon the expiration of a default period, (x) the right of the
holders of Preferred Stock as a class to elect directors shall cease, (y) the
term of any directors elected by the holders of Preferred Stock as a class shall
terminate, and (z) the number of directors shall be such number as may be
provided for in the certificate of incorporation or by-laws irrespective of any
increase made pursuant to the provisions of Paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law or in the certificate of incorporation or by-laws). Any vacancies in the
Board of Directors effected by the provisions of clauses (y) and (z) in the
preceding sentence may be filled by a majority of the remaining
directors.
  5
  Exhibit
3(i)(A)
  (d)  Except
as set forth herein, holders of Series A Junior Participating Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.
  (4) Certain
Restrictions.
  (a) Whenever quarterly dividends or
other dividends or distributions payable on the Series A Junior Participating
Preferred Stock as provided in Section 2 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series A Junior Participating Preferred Stock outstanding shall have
been paid in full, the Corporation shall not
  (i) declare or pay dividends on, make
any other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Junior Participating
Preferred Stock;
  (ii)
declare or pay dividends on or make any other distributions on any shares of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Junior Participating Preferred
Stock, except dividends paid ratably on the Series A Junior Participating
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;
  (iii) redeem or purchase or otherwise
acquire for consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock; or
  (iv) purchase or otherwise acquire for
consideration any shares of Series A Junior Participating Preferred Stock, or
any shares of stock ranking on a parity with the Series A Junior Participating
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or
classes.
  (b) The Corporation shall not permit
any subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under Paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
  6
  Exhibit
3(i)(A)
  (5) Reacquired Shares.
Any shares of Series A Junior Participating Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.
  (6) Liquidation, Dissolution or
Winding Up.
  (a) Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Corporation, no distribution shall
be made to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Series A Junior Participating Preferred Stock shall have received an amount
equal to $100 per share of Series A Junior Participating Preferred Stock, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the “Series A Liquidation
Preference”). Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made to the holders
of shares of Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the “Common Adjustment”) equal to the quotient obtained by dividing (i)
the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as
set forth in subparagraph (C) below to reflect such events as stock splits,
stock dividends and recapitalizations with respect to the Common Stock) (such
number in clause (ii), the “Adjustment Number”). Following the payment of the
full amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Junior Participating Preferred
Stock and Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the Adjustment Number to 1 with respect to such Preferred Stock and
Common Stock, on a per share basis, respectively.
  (b) In the event, however, that there
are not sufficient assets available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all other series of
preferred stock, if any, which rank on a parity with the Series A Junior
Participating Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common
Stock.
  (c) In the event the Corporation shall
at any time after the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the Adjustment Number in effect immediately prior
to such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which
is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
  7
  Exhibit
3(i)(A)
  (7)  Consolidation, Merger,
etc.  In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Series A Junior
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares
of Series A Junior Participating Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
  (8) No
Redemption.  The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.
  (9) Ranking.  The
Series A Junior Participating Preferred Stock shall rank junior to all other
series of the Corporation’s Preferred Stock as to the payment of dividends and
the distribution of assets, unless the terms of any such series shall provide
otherwise.
  (10) Amendment.  At
any time when any shares of Series A Junior Participating Preferred Stock are
outstanding, the Certificate of Incorporation of the Corporation, as amended,
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Junior Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding shares of Series A Junior
Participating Preferred Stock, voting separately as a class.
  (11) Fractional Shares.
Series A Junior Participating Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such holder’s fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Junior Participating Preferred Stock.
  E.
Another series of Preferred Stock of the Corporation is created, and the
designation and amount thereof and the voting powers, preferences and relative,
participating, optional or other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as
follows:
  8
  Exhibit
3(i)(A)
  (1) Designation and
Amount. The shares of such series shall be designated as the “Fixed Rate
Cumulative Perpetual Preferred Stock, Series B” (the “Series B Preferred
Stock”).  The authorized number of shares of Series B Preferred Stock
shall be 12,000.
  (2) Standard Provisions.
The Standard Provisions contained in Annex A attached
hereto are incorporated herein by reference in their entirety and shall be
deemed to be a part of this Certificate of Incorporation to the same extent as
if such provisions had been set forth in full herein.
  (3) Definitions. The
following terms are used in this Certificate of Incorporation (including the
Standard Provisions in Annex A hereto) as
defined below:
  (a) “Common Stock” means the common
stock, no par value per share, of the Corporation.
  (b) “Dividend Payment Date” means
February 15, May 15, August 15 and November 15 of each year.
  (c) “Junior Stock” means the Common
Stock, and any other class or series of stock of the Corporation the terms of
which expressly provide that it ranks junior to Series B Preferred Stock as to
dividend rights and/or as to rights on liquidation, dissolution or winding up of
the Corporation.
  (d) “Liquidation Amount” means $1,000
per share of Series B Preferred Stock.
  (e) “Minimum Amount” means
$3,000,000.
  (f) “Parity Stock” means any class or
series of stock of the Corporation (other than Series B Preferred Stock) the
terms of which do not expressly provide that such class or series will rank
senior or junior to Series B Preferred Stock as to dividend rights and/or as to
rights on liquidation, dissolution or winding up of the Corporation (in each
case without regard to whether dividends accrue cumulatively or
non-cumulatively).
  (g) “Signing Date” means the Original
Issue Date.
  (4) Certain Voting
Matters. Holders of shares of Series B Preferred Stock will be entitled
to one vote for each such share on any matter on which holders of Series B
Preferred Stock are entitled to vote, including any action by written
consent.
  FOURTH:The corporation shall
indemnify to the full extent from time to time permitted by law any person made,
or threatened to be made, a party to, or a witness or other participant in, any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, arbitrative, legislative, investigative or of any
other kind, by reason of the fact that such person is or was a director,
officer, employee or other agent of the corporation or any subsidiary of the
corporation or serves or served any other enterprise at the request of the
corporation (including service as a fiduciary with respect to any employee
benefit plan) against expenses, judgments, fines, penalties and amounts paid in
settlement (including amounts paid pursuant to judgments or settlements in
derivative actions), actually and reasonably incurred by such person in
connection with such action, suit or proceeding, or any appeal therein. The
rights provided by this Article FOURTH to any person shall inure to the benefit
of such person’s legal representative. Neither the amendment nor repeal of this
Article FOURTH, nor the adoption of any provision of this Certificate of
Incorporation inconsistent with this Article FOURTH, shall deprive any person of
rights hereunder arising out of any matter which occurred prior to such
amendment, repeal or adoption.
  9
  Exhibit
3(i)(A)
  FIFTH:
The address of the corporation’s registered office is 2650 Route 130 North,
Cranbury, New Jersey 08512, and the name of the corporation’s registered agent
at such address is Robert F. Mangano.
  SIXTH:
  A. The Board of Directors of the
Corporation shall consist of such number of directors as is determined pursuant
to the by-laws of the Corporation fixed from time to time by a vote of the
majority of the directors then in office (such number is hereafter, “the
authorized number”).
  B. The Board of Directors shall consist
of three classes: Class I, Class II and Class III. The number of directors in
each class (each of which classes shall have not less than one director) shall
consist as nearly as may be possible, of one-third of the authorized number of
directors.
  C. At the annual meeting of
stockholders approving the adoption of the provisions of this Article SIXTH,
Class I directors shall be elected for a one-year term, Class II directors for a
two-year term and Class III directors for a three-year term. At each succeeding
annual meeting of stockholders, successors to the class of Directors whose term
expires at that annual meeting shall be elected for a three-year term.
Notwithstanding the foregoing, in the event that, as a result of any change in
the authorized number of directors, the number of directors in any class would
differ from the number allocated to that class pursuant to Paragraph (B) of this
Article SIXTH immediately prior to such change, the following rules shall
apply:
  (i) Each director shall nevertheless
continue as a director of the class of which he is a member until the earlier of
the expiration of his current term or his earlier death, resignation or
removal;
  (ii) At each subsequent election of
directors, if the number of directors in the class whose term of office then
expires is less than the number then allowed to that class, the number of
directors then elected for membership in that class shall not be greater than
the number of directors in that class whose term of office then expires, unless
and to the extent that the aggregate number of directors then elected plus the
number of directors in all classes then duly continuing in office does not
exceed the then authorized number of directors of the Corporation;
  (iii) At each subsequent election of
directors, if the number of directors in the class whose term of office then
expires exceeds the number then allocated to that class, the Board of Directors
shall designate one or more of the directorships then being elected as
directorships of another class or classes in which the number of directors then
serving is less than the number then allocated to such other class or
classes;
  10
  Exhibit
3(i)(A)
  (iv) In the event of the death,
resignation or removal of any director who is a member of a class in which the
number of directors serving immediately preceding the creation of such vacancy
exceeds the number then allocated to that class, the Board of Directors shall
designate the vacancy thus created as a vacancy in another class in which the
number of directors then serving is less that the number then allocated to such
other class;
  (v) In the event of any increase in the
authorized number of directors, the new directorships resulting from such
increase shall be apportioned by the Board of Directors to such class or classes
as shall, so far as possible, bring the composition of each of the classes into
conformity with the provisions of Paragraph (B) of this Article SIXTH, as such
provisions apply to the number of directors authorized immediately following
such increase; and
  (vi) Designations of directorship or
vacancies into other classes and appointments of newly created directorships to
classes by the Board of Directors under clauses (iii), (iv) and (v) of this
Paragraph (C) shall, so far as possible, be effected so that the class whose
term of office is due to expire next following such designation or apportionment
shall contain the full number of directors then allocated to such
class.
  D.  Notwithstanding the
provisions of this Article SIXTH, each director shall serve until his successor
is elected and qualified or until his death, resignation or removal. No director
may be removed at any time prior to his death or resignation or the expiration
of his term of office without the affirmative vote of the holders of two-thirds
(2/3rds) of the outstanding shares of the Common Stock of the Corporation
entitled to vote and voting separately as a class.
  E. Elections of directors need not be
by ballot unless the by-laws of the Corporation so provide.
  F. The Board of Directors, by
resolution adopted by a majority of the entire Board, may appoint from among its
members an executive committee which shall have and may exercise all the
authority of the Board except as otherwise expressly provided by law, and one or
more other committees which shall have such authority as may be delegated by the
Board.
  SEVENTH: The name and address of the
incorporator is Frank E. Lawatsch, Jr., Esq., Gibbons, Del Deo, Dolan,
Griffinger & Vecchione, P.C., One Riverfront Plaza, Newark, New Jersey
07102.
  EIGHTH: To the full extent from time
to time permitted by law, no director or officer of the corporation shall be
personally liable to the corporation or its shareholders for damages for breach
of any duty owed to the corporation or its shareholders. Neither the amendment
nor repeal of this Article EIGHTH, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article EIGHTH, shall
eliminate or reduce the protection afforded by this Article EIGHTH to a director
or officer of the corporation in respect to any matter which occurred, or any
cause of action, suit or claim which but for this Article EIGHTH would be
accrued or arisen, prior to such amendment, repeal or adoption.
  11
  Exhibit
3(i)(A)
  ANNEX A
  STANDARD
PROVISIONS
  Section
1. General
Matters. Each share of Series B Preferred Stock shall be identical in all
respects to every other share of Series B Preferred Stock. The Series B
Preferred Stock shall be perpetual, subject to the provisions of Section 5 of
these Standard Provisions that form a part of the Certificate of Designations.
The Series B Preferred Stock shall rank equally with Parity Stock and shall rank
senior to Junior Stock with respect to the payment of dividends and the
distribution of assets in the event of any dissolution, liquidation or winding
up of the Corporation.
  Section
2. Standard
Definitions. As used herein with respect to Series B Preferred
Stock:
  (a)
“Applicable Dividend Rate” means (i) during the period from the Original Issue
Date to, but excluding, the first day of the first Dividend Period commencing on
or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii)
from and after the first day of the first Dividend Period commencing on or after
the fifth anniversary of the Original Issue Date, 9% per annum.
  (b)
“Appropriate Federal Banking Agency” means the “appropriate Federal banking
agency” with respect to the Corporation as defined in Section 3(q) of the
Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor
provision.
  (c)
“Business Combination” means a merger, consolidation, statutory share exchange
or similar transaction that requires the approval of the Corporation’s
stockholders.
  (d)
“Business Day” means any day except Saturday, Sunday and any day on which
banking institutions in the State of New York generally are authorized or
required by law or other governmental actions to close.
  (e)
“Bylaws” means the bylaws of the Corporation, as they may be amended from time
to time.
  (f)
“Certificate of Designations” means the Certificate of Designations or
comparable instrument relating to the Series B Preferred Stock, of which these
Standard Provisions form a part, as it may be amended from time to
time.
  (g)
“Charter” means the Corporation’s certificate or articles of incorporation,
articles of association, or similar organizational document.
  (h)
“Dividend Period” has the meaning set forth in Section 3(a).
  (i)
“Dividend Record Date” has the meaning set forth in Section 3(a).
  (j)
“Liquidation Preference” has the meaning set forth in Section 4(a).
  12
  Exhibit
3(i)(A)
  (k)
“Original Issue Date” means the date on which shares of Series B Preferred Stock
are first issued.
  (l)
“Preferred Director” has the meaning set forth in Section 7(b).
  (m)
“Preferred Stock” means any and all series of preferred stock of the
Corporation, including the Series B Preferred Stock.
  (n)
“Qualified Equity Offering” means the sale and issuance for cash by the
Corporation to persons other than the Corporation or any of its subsidiaries
after the Original Issue Date of shares of perpetual Preferred Stock, Common
Stock or any combination of such stock, that, in each case, qualify as and may
be included in Tier 1 capital of the Corporation at the time of issuance under
the applicable risk-based capital guidelines of the Corporation’s Appropriate
Federal Banking Agency (other than any such sales and issuances made pursuant to
agreements or arrangements entered into, or pursuant to financing plans which
were publicly announced, on or prior to November 17, 2008).
  (o)
“Share Dilution Amount” has the meaning set forth in Section 3(b).
  (p)
“Standard Provisions” mean these Standard Provisions that form a part of the
Certificate of Designations relating to the Series B Preferred
Stock.
  (q)
“Successor Preferred Stock” has the meaning set forth in Section
5(a).
  (r)
“Voting Parity Stock” means, with regard to any matter as to which the holders
of Series B Preferred Stock are entitled to vote as specified in Sections 7(a)
and 7(b) of these Standard Provisions that form a part of the Certificate of
Designations, any and all series of Parity Stock upon which like voting rights
have been conferred and are exercisable with respect to such
matter.
  Section
3. Dividends.
  (a) Rate. Holders of
Series B Preferred Stock shall be entitled to receive, on each share of Series B
Preferred Stock if, as and when declared by the Board of Directors or any duly
authorized committee of the Board of Directors, but only out of assets legally
available therefor, cumulative cash dividends with respect to each Dividend
Period (as defined below) at a rate per annum equal to the Applicable Dividend
Rate on (i) the Liquidation Amount per share of Series B Preferred Stock and
(ii) the amount of accrued and unpaid dividends for any prior Dividend Period on
such share of Series B Preferred Stock, if any. Such dividends shall begin to
accrue and be cumulative from the Original Issue Date, shall compound on each
subsequent Dividend Payment Date (i.e., no dividends shall accrue on other
dividends unless and until the first Dividend Payment Date for such other
dividends has passed without such other dividends having been paid on such date)
and shall be payable quarterly in arrears on each Dividend Payment Date,
commencing with the first such Dividend Payment Date to occur at least 20
calendar days after the Original Issue Date. In the event that any Dividend
Payment Date would otherwise fall on a day that is not a Business Day, the
dividend payment due on that date will be postponed to the next day that is a
Business Day and no additional dividends will accrue as a result of that
postponement. The period from and including any Dividend Payment Date to, but
excluding, the next Dividend Payment Date is a “Dividend Period”, provided that
the initial Dividend Period shall be the period from and including the Original
Issue Date to, but excluding, the next Dividend Payment Date.
  13
  Exhibit
3(i)(A)
  Dividends
that are payable on Series B Preferred Stock in respect of any Dividend Period
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months. The amount of dividends payable on Series B Preferred Stock on any date
prior to the end of a Dividend Period, and for the initial Dividend Period,
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months, and actual days elapsed over a 30-day month.
  Dividends
that are payable on Series B Preferred Stock on any Dividend Payment Date will
be payable to holders of record of Series B Preferred Stock as they appear on
the stock register of the Corporation on the applicable record date, which shall
be the 15th calendar day immediately preceding such Dividend Payment Date or
such other record date fixed by the Board of Directors or any duly authorized
committee of the Board of Directors that is not more than 60 nor less than 10
days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any
such day that is a Dividend Record Date shall be a Dividend Record Date whether
or not such day is a Business Day.
  Holders
of Series B Preferred Stock shall not be entitled to any dividends, whether
payable in cash, securities or other property, other than dividends (if any)
declared and payable on Series B Preferred Stock as specified in this Section 3
(subject to the other provisions of the Certificate of
Designations).
  (b) Priority of
Dividends. So long as any share of Series B Preferred Stock remains
outstanding, no dividend or distribution shall be declared or paid on the Common
Stock or any other shares of Junior Stock (other than dividends payable solely
in shares of Common Stock) or Parity Stock, subject to the immediately following
paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or
Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise
acquired for consideration by the Corporation or any of its subsidiaries unless
all accrued and unpaid dividends for all past Dividend Periods, including the
latest completed Dividend Period (including, if applicable as provided in
Section 3(a) above, dividends on such amount), on all outstanding shares of
Series B Preferred Stock have been or are contemporaneously declared and paid in
full (or have been declared and a sum sufficient for the payment thereof has
been set aside for the benefit of the holders of shares of Series B Preferred
Stock on the applicable record date). The foregoing limitation shall not apply
to (i) redemptions, purchases or other acquisitions of shares of Common Stock or
other Junior Stock in connection with the administration of any employee benefit
plan in the ordinary course of business (including purchases to offset the Share
Dilution Amount (as defined below) pursuant to a publicly announced repurchase
plan) and consistent with past practice, provided that any purchases to offset
the Share Dilution Amount shall in no event exceed the Share Dilution Amount;
(ii) purchases or other acquisitions by a broker-dealer subsidiary of the
Corporation solely for the purpose of market-making, stabilization or customer
facilitation transactions in Junior Stock or Parity Stock in the ordinary course
of its business; (iii) purchases by a broker-dealer subsidiary of the
Corporation of capital stock of the Corporation for resale pursuant to an
offering by the Corporation of such capital stock underwritten by such
broker-dealer subsidiary; (iv) any dividends or distributions of rights or
Junior Stock in connection with a stockholders’ rights plan or any redemption or
repurchase of rights pursuant to any stockholders’ rights plan; (v) the
acquisition by the Corporation or any of its subsidiaries of record ownership in
Junior Stock or Parity Stock for the beneficial ownership of any other persons
(other than the Corporation or any of its subsidiaries), including as trustees
or custodians; and (vi) the exchange or conversion of Junior Stock for or into
other Junior Stock or of Parity Stock for or into other Parity Stock (with the
same or lesser aggregate liquidation amount) or Junior Stock, in each case,
solely to the extent required pursuant to binding contractual agreements entered
into prior to the Signing Date or any subsequent agreement for the accelerated
exercise, settlement or exchange thereof for Common Stock. “Share Dilution
Amount” means the increase in the number of diluted shares outstanding
(determined in accordance with generally accepted accounting principles in the
United States, and as measured from the date of the Corporation’s consolidated
financial statements most recently filed with the Securities and Exchange
Commission prior to the Original Issue Date) resulting from the grant, vesting
or exercise of equity-based compensation to employees and equitably adjusted for
any stock split, stock dividend, reverse stock split, reclassification or
similar transaction.
  14
  Exhibit
3(i)(A)
  When
dividends are not paid (or declared and a sum sufficient for payment thereof set
aside for the benefit of the holders thereof on the applicable record date) on
any Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment
date falling within a Dividend Period related to such Dividend Payment Date) in
full upon Series B Preferred Stock and any shares of Parity Stock, all dividends
declared on Series B Preferred Stock and all such Parity Stock and payable on
such Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment
date falling within the Dividend Period related to such Dividend Payment Date)
shall be declared pro rata so that the respective amounts of such dividends
declared shall bear the same ratio to each other as all accrued and unpaid
dividends per share on the shares of Series B Preferred Stock (including, if
applicable as provided in Section 3(a) above, dividends on such amount) and all
Parity Stock payable on such Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates,
on a dividend payment date falling within the Dividend Period related to such
Dividend Payment Date) (subject to their having been declared by the Board of
Directors or a duly authorized committee of the Board of Directors out of
legally available funds and including, in the case of Parity Stock that bears
cumulative dividends, all accrued but unpaid dividends) bear to each other. If
the Board of Directors or a duly authorized committee of the Board of Directors
determines not to pay any dividend or a full dividend on a Dividend Payment
Date, the Corporation will provide written notice to the holders of Series B
Preferred Stock prior to such Dividend Payment Date.
  Subject
to the foregoing, and not otherwise, such dividends (payable in cash, securities
or other property) as may be determined by the Board of Directors or any duly
authorized committee of the Board of Directors may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out
of any funds legally available for such payment, and holders of Series B
Preferred Stock shall not be entitled to participate in any such
dividends.
  15
  Exhibit
3(i)(A)
  Section
4. Liquidation
Rights.
  (a) Voluntary or Involuntary
Liquidation. In the event of any liquidation, dissolution or winding up
of the affairs of the Corporation, whether voluntary or involuntary, holders of
Series B Preferred Stock shall be entitled to receive for each share of Series B
Preferred Stock, out of the assets of the Corporation or proceeds thereof
(whether capital or surplus) available for distribution to stockholders of the
Corporation, subject to the rights of any creditors of the Corporation, before
any distribution of such assets or proceeds is made to or set aside for the
holders of Common Stock and any other stock of the Corporation ranking junior to
Series B Preferred Stock as to such distribution, payment in full in an amount
equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of
any accrued and unpaid dividends (including, if applicable as provided in
Section 3(a) above, dividends on such amount), whether or not declared, to the
date of payment (such amounts collectively, the “Liquidation
Preference”).
  (b) Partial Payment. If
in any distribution described in Section 4(a) above the assets of the
Corporation or proceeds thereof are not sufficient to pay in full the amounts
payable with respect to all outstanding shares of Series B Preferred Stock and
the corresponding amounts payable with respect of any other stock of the
Corporation ranking equally with Series B Preferred Stock as to such
distribution, holders of Series B Preferred Stock and the holders of such other
stock shall share ratably in any such distribution in proportion to the full
respective distributions to which they are entitled.
  (c) Residual
Distributions. If the Liquidation Preference has been paid in full to all
holders of Series B Preferred Stock and the corresponding amounts payable with
respect of any other stock of the Corporation ranking equally with Series B
Preferred Stock as to such distribution has been paid in full, the holders of
other stock of the Corporation shall be entitled to receive all remaining assets
of the Corporation (or proceeds thereof) according to their respective rights
and preferences.
  (d) Merger, Consolidation and
Sale of Assets Not Liquidation. For purposes of this Section 4, the
merger or consolidation of the Corporation with any other corporation or other
entity, including a merger or consolidation in which the holders of Series B
Preferred Stock receive cash, securities or other property for their shares, or
the sale, lease or exchange (for cash, securities or other property) of all or
substantially all of the assets of the Corporation, shall not constitute a
liquidation, dissolution or winding up of the Corporation.
  Section
5. Redemption.
  (a) Optional Redemption.
Except as provided below, the Series B Preferred Stock may not be redeemed prior
to the first Dividend Payment Date falling on or after the third anniversary of
the Original Issue Date. On or after the first Dividend Payment Date falling on
or after the third anniversary of the Original Issue Date, the Corporation, at
its option, subject to the approval of the Appropriate Federal Banking Agency,
may redeem, in whole or in part, at any time and from time to time, out of funds
legally available therefor, the shares of Series B Preferred Stock at the time
outstanding, upon notice given as provided in Section 5(c) below, at a
redemption price equal to the sum of (i) the Liquidation Amount per share and
(ii) except as otherwise provided below, any accrued and unpaid dividends
(including, if applicable as provided in Section 3(a) above, dividends on such
amount) (regardless of whether any dividends are actually declared) to, but
excluding, the date fixed for redemption.
  16
  Exhibit
3(i)(A)
  Notwithstanding
the foregoing, prior to the first Dividend Payment Date falling on or after the
third anniversary of the Original Issue Date, the Corporation, at its option,
subject to the approval of the Appropriate Federal Banking Agency, may redeem,
in whole or in part, at any time and from time to time, the shares of Series B
Preferred Stock at the time outstanding, upon notice given as provided in
Section 5(c) below, at a redemption price equal to the sum of (i) the
Liquidation Amount per share and (ii) except as otherwise provided below, any
accrued and unpaid dividends (including, if applicable as provided in Section
3(a) above, dividends on such amount) (regardless of whether any dividends are
actually declared) to, but excluding, the date fixed for redemption; provided
that (x) the Corporation (or any successor by Business Combination) has received
aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum
Amount” as defined in the relevant certificate of designations for each other
outstanding series of preferred stock of such successor that was originally
issued to the United States Department of the Treasury (the “Successor Preferred
Stock”) in connection with the Troubled Asset Relief Program Capital Purchase
Program) from one or more Qualified Equity Offerings (including Qualified Equity
Offerings of such successor), and (y) the aggregate redemption price of the
Series B Preferred Stock (and any Successor Preferred Stock) redeemed pursuant
to this paragraph may not exceed the aggregate net cash proceeds received by the
Corporation (or any successor by Business Combination) from such Qualified
Equity Offerings (including Qualified Equity Offerings of such
successor).
  The
redemption price for any shares of Series B Preferred Stock shall be payable on
the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its agent. Any
declared but unpaid dividends payable on a redemption date that occurs
subsequent to the Dividend Record Date for a Dividend Period shall not be paid
to the holder entitled to receive the redemption price on the redemption date,
but rather shall be paid to the holder of record of the redeemed shares on such
Dividend Record Date relating to the Dividend Payment Date as provided in
Section 3 above.
  (b) No Sinking Fund. The
Series B Preferred Stock will not be subject to any mandatory redemption,
sinking fund or other similar provisions. Holders of Series B Preferred Stock
will have no right to require redemption or repurchase of any shares of Series B
Preferred Stock.
  (c) Notice of Redemption.
Notice of every redemption of shares of Series B Preferred Stock shall be given
by first class mail, postage prepaid, addressed to the holders of record of the
shares to be redeemed at their respective last addresses appearing on the books
of the Corporation. Such mailing shall be at least 30 days and not more than 60
days before the date fixed for redemption. Any notice mailed as provided in this
Subsection shall be conclusively presumed to have been duly given, whether or
not the holder receives such notice, but failure duly to give such notice by
mail, or any defect in such notice or in the mailing thereof, to any holder of
shares of Series B Preferred Stock designated for redemption shall not affect
the validity of the proceedings for the redemption of any other shares of Series
B Preferred Stock. Notwithstanding the foregoing, if shares of Series B
Preferred Stock are issued in book-entry form through The Depository Trust
Corporation or any other similar facility, notice of redemption may be given to
the holders of Series B Preferred Stock at such time and in any manner permitted
by such facility. Each notice of redemption given to a holder shall state: (1)
the redemption date; (2) the number of shares of Series B Preferred Stock to be
redeemed and, if less than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (3) the
redemption price; and (4) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price.
  17
  Exhibit
3(i)(A)
  (d) Partial Redemption.
In case of any redemption of part of the shares of Series B Preferred Stock at
the time outstanding, the shares to be redeemed shall be selected either pro
rata or in such other manner as the Board of Directors or a duly authorized
committee thereof may determine to be fair and equitable. Subject to the
provisions hereof, the Board of Directors or a duly authorized committee thereof
shall have full power and authority to prescribe the terms and conditions upon
which shares of Series B Preferred Stock shall be redeemed from time to time. If
fewer than all the shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without charge to
the holder thereof.
  (e) Effectiveness of
Redemption. If notice of redemption has been duly given and if on or
before the redemption date specified in the notice all funds necessary for the
redemption have been deposited by the Corporation, in trust for the pro rata
benefit of the holders of the shares called for redemption, with a bank or trust
company doing business in the Borough of Manhattan, The City of New York, and
having a capital and surplus of at least $500 million and selected by the Board
of Directors, so as to be and continue to be available solely therefor, then,
notwithstanding that any certificate for any share so called for redemption has
not been surrendered for cancellation, on and after the redemption date
dividends shall cease to accrue on all shares so called for redemption, all
shares so called for redemption shall no longer be deemed outstanding and all
rights with respect to such shares shall forthwith on such redemption date cease
and terminate, except only the right of the holders thereof to receive the
amount payable on such redemption from such bank or trust company, without
interest. Any funds unclaimed at the end of three years from the redemption date
shall, to the extent permitted by law, be released to the Corporation, after
which time the holders of the shares so called for redemption shall look only to
the Corporation for payment of the redemption price of such shares.
  (f) Status of Redeemed
Shares. Shares of Series B Preferred Stock that are redeemed, repurchased
or otherwise acquired by the Corporation shall revert to authorized but unissued
shares of Preferred Stock (provided that any such cancelled shares of Series B
Preferred Stock may be reissued only as shares of any series of Preferred Stock
other than Series B Preferred Stock).
  Section
6. Conversion.
Holders of Series B Preferred Stock shares shall have no right to exchange or
convert such shares into any other securities.
  Section
7. Voting
Rights.
  (a) General. The holders
of Series B Preferred Stock shall not have any voting rights except as set forth
below or as otherwise from time to time required by law.
  18
  Exhibit
3(i)(A)
  (b) Preferred Stock
Directors. Whenever, at any time or times, dividends payable on the
shares of Series B Preferred Stock have not been paid for an aggregate of six
quarterly Dividend Periods or more, whether or not consecutive, the authorized
number of directors of the Corporation shall automatically be increased by two
and the holders of the Series B Preferred Stock shall have the right, with
holders of shares of any one or more other classes or series of Voting Parity
Stock outstanding at the time, voting together as a class, to elect two
directors (hereinafter the “Preferred Directors” and each a “Preferred
Director”) to fill such newly created directorships at the Corporation’s next
annual meeting of stockholders (or at a special meeting called for that purpose
prior to such next annual meeting) and at each subsequent annual meeting of
stockholders until all accrued and unpaid dividends for all past Dividend
Periods, including the latest completed Dividend Period (including, if
applicable as provided in Section 3(a) above, dividends on such amount), on all
outstanding shares of Series B Preferred Stock have been declared and paid in
full at which time such right shall terminate with respect to the Series B
Preferred Stock, except as herein or by law expressly provided, subject to
revesting in the event of each and every subsequent default of the character
above mentioned; provided that it shall be a qualification for election for any
Preferred Director that the election of such Preferred Director shall not cause
the Corporation to violate any corporate governance requirements of any
securities exchange or other trading facility on which securities of the
Corporation may then be listed or traded that listed or traded companies must
have a majority of independent directors. Upon any termination of the right of
the holders of shares of Series B Preferred Stock and Voting Parity Stock as a
class to vote for directors as provided above, the Preferred Directors shall
cease to be qualified as directors, the term of office of all Preferred
Directors then in office shall terminate immediately and the authorized number
of directors shall be reduced by the number of Preferred Directors elected
pursuant hereto. Any Preferred Director may be removed at any time, with or
without cause, and any vacancy created thereby may be filled, only by the
affirmative vote of the holders of a majority of the shares of Series B
Preferred Stock at the time outstanding voting separately as a class together
with the holders of shares of Voting Parity Stock, to the extent the voting
rights of such holders described above are then exercisable. If the office of
any Preferred Director becomes vacant for any reason other than removal from
office as aforesaid, the remaining Preferred Director may choose a successor who
shall hold office for the unexpired term in respect of which such vacancy
occurred.
  (c) Class Voting Rights as to
Particular Matters. So long as any shares of Series B Preferred Stock are
outstanding, in addition to any other vote or consent of stockholders required
by law or by the Charter, the vote or consent of the holders of at least 66 2/3%
of the shares of Series B Preferred Stock at the time outstanding, voting as a
separate class, given in person or by proxy, either in writing without a meeting
or by vote at any meeting called for the purpose, shall be necessary for
effecting or validating:
  (i) Authorization of Designated
Stock. Any amendment or alteration of the Certificate of Designations for
the Series B Preferred Stock or the Charter to authorize or create or increase
the authorized amount of, or any issuance of, any shares of, or any securities
convertible into or exchangeable or exercisable for shares of, any class or
series of capital stock of the Corporation ranking senior to Series B Preferred
Stock with respect to either or both the payment of dividends and/or the
distribution of assets on any liquidation, dissolution or winding up of the
Corporation;
  19
  Exhibit
3(i)(A)
  (ii)
Amendment of Series B
Preferred Stock. Any amendment, alteration or repeal of any provision of
the Certificate of Designations for the Series B Preferred Stock or the Charter
(including, unless no vote on such merger or consolidation is required by
Section 7(c)(iii) below, any amendment, alteration or repeal by means of a
merger, consolidation or otherwise) so as to adversely affect the rights,
preferences, privileges or voting powers of the Series B Preferred Stock;
or
  (iii)
Share Exchanges,
Reclassifications, Mergers and Consolidations. Any consummation of a
binding share exchange or reclassification involving the Series B Preferred
Stock, or of a merger or consolidation of the Corporation with another
corporation or other entity, unless in each case (x) the shares of Series B
Preferred Stock remain outstanding or, in the case of any such merger or
consolidation with respect to which the Corporation is not the surviving or
resulting entity, are converted into or exchanged for preference securities of
the surviving or resulting entity or its ultimate parent, and (y) such shares
remaining outstanding or such preference securities, as the case may be, have
such rights, preferences, privileges and voting powers, and limitations and
restrictions thereof, taken as a whole, as are not materially less favorable to
the holders thereof than the rights, preferences, privileges and voting powers,
and limitations and restrictions thereof, of Series B Preferred Stock
immediately prior to such consummation, taken as a whole; provided, however,
that for all purposes of this Section 7(c), any increase in the amount of the
authorized Preferred Stock, including any increase in the authorized amount of
Series B Preferred Stock necessary to satisfy preemptive or similar rights
granted by the Corporation to other persons prior to the Signing Date, or the
creation and issuance, or an increase in the authorized or issued amount,
whether pursuant to preemptive or similar rights or otherwise, of any other
series of Preferred Stock, or any securities convertible into or exchangeable or
exercisable for any other series of Preferred Stock, ranking equally with and/or
junior to Series B Preferred Stock with respect to the payment of dividends
(whether such dividends are cumulative or non-cumulative) and the distribution
of assets upon liquidation, dissolution or winding up of the Corporation will
not be deemed to adversely affect the rights, preferences, privileges or voting
powers, and shall not require the affirmative vote or consent of, the holders of
outstanding shares of the Series B Preferred Stock.
  (d) Changes after Provision for
Redemption. No vote or consent of the holders of Series B Preferred Stock
shall be required pursuant to Section 7(c) above if, at or prior to the time
when any such vote or consent would otherwise be required pursuant to such
Section, all outstanding shares of the Series B Preferred Stock shall have been
redeemed, or shall have been called for redemption upon proper notice and
sufficient funds shall have been deposited in trust for such redemption, in each
case pursuant to Section 5 above.
  (e) Procedures for Voting and
Consents. The rules and procedures for calling and conducting any meeting
of the holders of Series B Preferred Stock (including, without limitation, the
fixing of a record date in connection therewith), the solicitation and use of
proxies at such a meeting, the obtaining of written consents and any other
aspect or matter with regard to such a meeting or such consents shall be
governed by any rules of the Board of Directors or any duly authorized committee
of the Board of Directors, in its discretion, may adopt from time to time, which
rules and procedures shall conform to the requirements of the Charter, the
Bylaws, and applicable law and the rules of any national securities exchange or
other trading facility on which Series B Preferred Stock is listed or traded at
the time.
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  Exhibit
3(i)(A)
  Section
8. Record
Holders. To the fullest extent permitted by applicable law, the
Corporation and the transfer agent for Series B Preferred Stock may deem and
treat the record holder of any share of Series B Preferred Stock as the true and
lawful owner thereof for all purposes, and neither the Corporation nor such
transfer agent shall be affected by any notice to the contrary.
  Section
9. Notices. All
notices or communications in respect of Series B Preferred Stock shall be
sufficiently given if given in writing and delivered in person or by first class
mail, postage prepaid, or if given in such other manner as may be permitted in
this Certificate of Designations, in the Charter or Bylaws or by applicable law.
Notwithstanding the foregoing, if shares of Series B Preferred Stock are issued
in book-entry form through The Depository Trust Corporation or any similar
facility, such notices may be given to the holders of Series B Preferred Stock
in any manner permitted by such facility.
  Section
10. No Preemptive
Rights. No share of Series B Preferred Stock shall have any rights of
preemption whatsoever as to any securities of the Corporation, or any warrants,
rights or options issued or granted with respect thereto, regardless of how such
securities, or such warrants, rights or options, may be designated, issued or
granted.
  Section
11. Replacement
Certificates. The Corporation shall replace any mutilated certificate at
the holder’s expense upon surrender of that certificate to the Corporation. The
Corporation shall replace certificates that become destroyed, stolen or lost at
the holder’s expense upon delivery to the Corporation of reasonably satisfactory
evidence that the certificate has been destroyed, stolen or lost, together with
any indemnity that may be reasonably required by the Corporation.
  Section
12. Other
Rights. The shares of Series B Preferred Stock shall not have any rights,
preferences, privileges or voting powers or relative, participating, optional or
other special rights, or qualifications, limitations or restrictions thereof,
other than as set forth herein or in the Charter or as provided by applicable
law.
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