EXHIBIT 3(i)

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                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        GUARANTY FEDERAL BANCSHARES, INC.


         The Corporation's  original Certificate of Incorporation was filed with
the Delaware Secretary of State on September 15, 1997. This Restated Certificate
of  Incorporation  has been duly amended and adopted in accordance with Sections
241 and 245 of the  Delaware  General  Corporation  Law as follows  and, at this
time, the Corporation has not received any payment for any of its stock:

                                    ARTICLE I

                                      Name

         The  name of the  corporation  is  Guaranty  Federal  Bancshares,  Inc.
(herein the "Corporation").


                                   ARTICLE II

                                Registered Office

         The  address  of the  Corporation's  registered  office in the State of
Delaware  is 1209  Orange  Street,  Corporation  Trust  Center,  in the  City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.


                                   ARTICLE III

                                     Powers

         The  purpose  for which the  Corporation  is  organized  is to act as a
savings and loan holding  company and to transact all other lawful  business for
which  corporations  may be  incorporated  pursuant  to the laws of the State of
Delaware.  The Corporation shall have all the powers of a corporation  organized
under said laws.


                                   ARTICLE IV

                                      Term

         The Corporation is to have perpetual existence.


                                    ARTICLE V

                                  Incorporators

         The name and mailing address of the incorporator is as follows:

         Name                                             Mailing Address
         ----                                             ---------------

James E. Haseltine                                      1341 W. Battlefield
                                                    Springfield, Missouri  65807


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                                   ARTICLE VI

                                  Capital Stock

         The  aggregate  number of shares of all classes of capital  stock which
the Corporation has authority to issue is 12,000,000, of which 10,000,000 are to
be shares of common stock,  $.10 par value per share, and of which 2,000,000 are
to be shares of serial preferred stock, $.01 par value per share. The shares may
be issued by the  Corporation  without the  approval of  stockholders  except as
otherwise  provided  in this  Article VI or the rules of a  national  securities
exchange, if applicable.  The consideration for the issuance of the shares shall
be paid to or received by the  Corporation  in full before  their  issuance  and
shall  not be less  than the par  value per  share.  The  consideration  for the
issuance  of the shares  shall be cash,  services  rendered,  personal  property
(tangible  or  intangible),  real  property,  leases  of  real  property  or any
combination of the foregoing. In the absence of actual fraud in the transaction,
the  judgment of the board of  directors  as to the value of such  consideration
shall be  conclusive.  Upon payment of such  consideration  such shares shall be
deemed to be fully paid and nonassessable.  In the case of a stock dividend, the
part of the surplus of the  Corporation  which is  transferred to stated capital
upon the  issuance  of  shares  as a stock  dividend  shall be  deemed to be the
consideration for their issuance.

         A  description  of the  different  classes  and  series (if any) of the
Corporation's   capital  stock,   and  a  statement  of  the  relative   powers,
designations,  preferences and rights of the shares of each class and series (if
any) of capital  stock,  and the  qualifications,  limitations  or  restrictions
thereof, are as follows:

         A. Common Stock.  Except as provided in this Certificate the holders of
the common  stock shall  exclusively  possess all voting  power.  Each holder of
shares of common stock shall be entitled to one vote for each share held by such
holders.

         Whenever  there  shall have been paid,  or  declared  and set aside for
payment,  to the holders of the outstanding  shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and sinking fund or retirement fund or other  retirement  payments,
if any, to which such holders are  respectively  entitled in  preference  to the
common stock,  then dividends may be paid on the common stock,  and on any class
or series of stock entitled to participate therewith as to dividends, out of any
assets legally available for the payment of dividends, but only when as declared
by the board of directors of the Corporation.

         In the  event of any  liquidation,  dissolution  or  winding  up of the
Corporation,  after  there shall have been paid,  or declared  and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any event, the full preferential  amounts to which they
are respectively  entitled,  the holders of the common stock and of any class or
series of stock  entitled to participate  therewith,  in whole or in part, as to
distribution of assets shall be entitled, after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.

         Each  share of  common  stock  shall  have the  same  relative  powers,
preferences  and rights as, and shall be identical in all respects with, all the
other shares of common stock of the Corporation.

         B. Serial Preferred  Stock.  Except as provided in this Certificate the
board  of  directors  of  the  Corporation  is  authorized,   by  resolution  or
resolutions  from time to time  adopted,  to provide for the  issuance of serial
preferred  stock  in  series  and to fix and  state  the  powers,  designations,
preferences and

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relative, participating,  optional or other special rights of the shares of such
series, and the qualifications,  limitations or restrictions thereof, including,
but not limited to determination of any of the following:

         1.  the  distinctive  serial  designation  and  the  number  of  shares
constituting such series; and

         2. the  dividend  rates or the  amount of  dividends  to be paid on the
shares of such series,  whether  dividends  shall be cumulative and, if so, from
which  date  or  dates,  the  payment  date  or  dates  for  dividends,  and the
participating or other special rights, if any, with respect to dividends; and

         3. the voting  powers,  full or limited,  if any, of the shares of such
series; and

         4.  whether the shares of such series shall be  redeemable  and, if so,
the price or prices at which,  and the  terms and  conditions  upon  which  such
shares may be redeemed; and

         5. the amount or amounts  payable upon the shares of such series in the
event of voluntary or involuntary liquidation,  dissolution or winding up of the
Corporation; and

         6.  whether the shares of such series shall be entitled to the benefits
of a sinking or  retirement  fund to be applied to the purchase or redemption of
such shares, and, if so entitled,  the amount of such fund and the manner of its
application,  including the price or prices at which such shares may be redeemed
or purchased through the application of such funds; and

         7.  whether the shares of such series  shall be  convertible  into,  or
exchangeable  for,  shares of any other class or classes or any other  series of
the same or any other  class or classes of stock of the  Corporation  and, if so
convertible  or  exchangeable,  the conversion  price or prices,  or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and  conditions of such  conversion
or exchange; and

         8. the  subscription  or purchase price and form of  consideration  for
which the shares of such series shall be issued; and

         9.  whether the shares of such series  which are  redeemed or converted
shall have the status of  authorized  but  unissued  shares of serial  preferred
stock and whether such shares may be reissued as shares of the same or any other
series of serial preferred stock.

         Each share of each series of serial preferred stock shall have the same
relative  powers,  preferences  and  rights as,  and shall be  identical  in all
respects with, all the other shares of the Corporation of the same series.


                                   ARTICLE VII

                                Preemptive Rights

         No  holder  of any of the  shares of any class or series of stock or of
options,  warrants or other rights to purchase  shares of any class or series of
stock or of other securities of the Corporation  shall have any preemptive right
to purchase or subscribe for any unissued  stock of any class or series,  or any
unissued bonds,  certificates of  indebtedness,  debentures or other  securities
convertible  into or  exchangeable  for stock of any class or series or carrying
any right to purchase stock of any class or

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series;  but any such  unissued  stock,  bonds,  certificates  of  indebtedness,
debentures or other  securities  convertible  into or exchangeable  for stock or
carrying any right to purchase stock may be issued pursuant to resolution of the
board of directors of the  Corporation to such persons,  firms,  corporations or
associations,  whether  or not  holders  thereof,  and upon such terms as may be
deemed  advisable  by the  board  of  directors  in  the  exercise  of its  sole
discretion.


                                  ARTICLE VIII

                              Repurchase of Shares

         The Corporation may from time to time, pursuant to authorization by the
board of directors of the  Corporation  and without action by the  stockholders,
purchase or otherwise  acquire shares of any class,  bonds,  debentures,  notes,
scrip, warrants, obligations,  evidences of indebtedness, or other securities of
the  Corporation  in such  manner,  upon such terms,  and in such amounts as the
board of directors shall  determine;  subject,  however,  to such limitations or
restrictions,  if any, as are  contained  in the  express  terms of any class of
shares of the Corporation outstanding at the time of the purchase or acquisition
in question or as are imposed by law or regulation.


                                   ARTICLE IX

                   Meetings of Stockholders; Cumulative Voting

         A.  Notwithstanding  any other  provision  of this  Certificate  or the
Bylaws of the Corporation,  no action required to be taken or which may be taken
at any annual or special meeting of stockholders of the Corporation may be taken
without a meeting, and the power of stockholders to consent in writing,  without
a meeting, to the taking of any action is specifically denied.

         B. Special  meetings of the  stockholders  of the  Corporation  for any
purpose or purposes  may be called at any time by the board of  directors of the
Corporation,  or by a committee  of the board of  directors  which has been duly
designated  by the board of  directors  and whose  powers  and  authorities,  as
provided  in a  resolution  of the board of  directors  or in the  Bylaws of the
Corporation,  include the power and  authority to call such  meetings,  but such
special meetings may not be called by any other person or persons.

         C. There shall be no cumulative  voting by stockholders of any class or
series in the election of directors of the Corporation.

         D. Meetings of stockholders  may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide.

                                    ARTICLE X

                      Notice for Nominations and Proposals

         A.  Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of stockholders  may be
made by the board of directors of the

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Corporation or by any stockholder of the Corporation  entitled to vote generally
in the election of directors.  In order for a stockholder of the  Corporation to
make any such nominations and/or proposals,  he or she shall give notice thereof
in writing,  delivered  or mailed by first class  United  States  mail,  postage
prepaid,  to the Secretary of the Corporation not less than thirty days nor more
than sixty days prior to any such meeting; provided,  however, that if less than
thirty-one  days' notice of the meeting is given to  stockholders,  such written
notice shall be  delivered or mailed,  as  prescribed,  to the  Secretary of the
Corporation not later than the close of the tenth day following the day on which
notice of the meeting was mailed to  stockholders.  Each such notice  given by a
stockholder  with respect to  nominations  for  election of directors  shall set
forth (i) the name, age,  business address and, if known,  residence  address of
each  nominee  proposed  in  such  notice,  (ii)  the  principal  occupation  or
employment  of each such  nominees,  (iii) the  number of shares of stock of the
Corporation which are beneficially  owned by each such nominee,  (iv) such other
information as would be required to be included in a proxy statement  soliciting
proxies for the election of the proposed  nominee  pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended, including,  without limitation,
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director,  if elected,  and (v) as to the stockholder giving
such notice (a) his name and address as they appear on the Corporation's  books,
and (b) the class and number of shares of the Corporation which are beneficially
owned by such stockholder.  In addition,  the stockholder making such nomination
shall  promptly  provide  any  other  information  reasonably  requested  by the
Corporation.

         B.  Each such  notice  given by a  stockholder  to the  Secretary  with
respect  to  business  proposals  to bring  before a meeting  shall set forth in
writing as to each matter: (i) a brief description of the business desired to be
brought before the meeting and the reasons for  conducting  such business at the
meeting,  (ii) the name and address, as they appear on the Corporation's  books,
of the stockholder proposing such business; (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder; and (iv) any
material interest of the stockholder in such business.  Notwithstanding anything
in this  Certificate  to the  contrary,  no business  shall be  conducted at the
meeting except in accordance with the procedures set forth in this Article.

         C. The Chairman of the annual or special meeting of  stockholders  may,
if the facts warrant,  determine and declare to the meeting that a nomination or
proposal was not made in  accordance  with the foregoing  procedure,  and, if he
should so  determine,  he shall so  declare  to the  meeting  and the  defective
nomination or proposal shall be disregarded and laid over for action at the next
succeeding adjourned, special or annual meeting of the stockholders taking place
thirty days or more thereafter.  This provision shall not require the holding of
any adjourned or special meeting of stockholders  for the purpose of considering
such defective nomination or proposal.

                                   ARTICLE XI

                                    Directors

         A. Number;  Vacancies. The number of directors of the Corporation shall
be such number, not less than three nor more than 15 (exclusive of directors, if
any,  to be elected by holders of  preferred  stock of the  Corporation,  voting
separately  as a  class),  as  shall  be  provided  from  time  to time in or in
accordance with the Bylaws of the Corporation,  provided that no decrease in the
number  of  directors  shall  have  the  effect  of  shortening  the term of any
incumbent  director,  and  provided  further  that no  action  shall be taken to
decrease or increase the number of  directors  from time to time unless at least
two-thirds  of the  directors  then in  office  shall  concur  in  said  action.
Vacancies in the board of directors of the

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Corporation,  however caused, and newly created directorships shall be filled by
a vote of two-thirds of the directors  then in office,  whether or not a quorum,
and any director so chosen  shall hold office for a term  expiring at the annual
meeting of stockholders at which the term of the class to which the director has
been chosen expires and when the director's successor is elected and qualified.

         B. Classified Board. The board of directors of the Corporation shall be
divided into three classes of directors which shall be designated Class I, Class
II and Class III. The members of each class shall be elected for a term of three
years and until their  successors are elected and qualified.  Such classes shall
be as nearly equal in number as the then total number of directors  constituting
the entire  board of  directors  shall  permit,  with the terms of office of all
members  of one class  expiring  each  year.  At the  first  annual  meeting  of
stockholders,  directors  in Class I shall be elected to hold  office for a term
expiring at the third succeeding annual meeting thereafter. At the second annual
meeting of  stockholders,  directors of Class II shall be elected to hold office
for a term expiring at the third  succeeding  meeting  thereafter.  At the third
annual meeting of stockholders,  directors of Class III shall be elected to hold
office for a term expiring at the third  succeeding  annual meeting  thereafter.
Thereafter, at each succeeding annual meeting, directors whose term shall expire
at any annual  meeting shall  continue to serve until such time as his successor
shall have been duly elected and shall have qualified unless his position on the
board of directors  shall have been abolished by action taken to reduce the size
of the board of directors prior to said meeting.  The initial board of directors
shall  consist  of Jack L.  Barham and James E.  Haseltine  in Class 1, Wayne V.
Barnes  and Ivy L.  Rogers in Class 2, and George L. Hall and Gary  Lipscomb  in
Class 3.

         Should the number of  directors  of the  Corporation  be  reduced,  the
directorship(s)  eliminated  shall be allocated  among classes as appropriate so
that the number of directors  in each class is as  specified in the  immediately
preceding paragraph.  The board of directors shall designate, by the name of the
incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director.  Should the number of directors of the Corporation be
increased,  the  additional  directorships  shall be allocated  among classes as
appropriate so that the number of directors in each class is as specified in the
immediately preceding paragraph.

         Whenever  the holders of any one or more series of  preferred  stock of
the Corporation shall have the right, voting separately as a class, to elect one
or more directors of the  Corporation,  the board of directors  shall consist of
said  directors  so elected in  addition  to the  number of  directors  fixed as
provided above in this Article XI. Notwithstanding the foregoing,  and except as
otherwise may be required by law, whenever the holders of any one or more series
of preferred stock of the Corporation shall have the right, voting separately as
a class,  to elect one or more  directors of the  Corporation,  the terms of the
director  or  directors  elected  by  such  holders  shall  expire  at the  next
succeeding annual meeting of stockholders.

                                   ARTICLE XII

                              Removal of Directors

         Notwithstanding  any other provision of this  Certificate or the Bylaws
of the  Corporation,  no member of the board of directors of the Corporation may
be removed except for cause,  and then only by the affirmative  vote of at least
80% of the outstanding  shares of capital stock of the  Corporation  entitled to
vote generally in the election of directors  (considered for this purpose as one
class) cast at a

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meeting  of the  stockholders  called  for  that  purpose.  Notwithstanding  the
foregoing,  whenever the holders of any one or more series of preferred stock of
the Corporation shall have the right, voting separately as a class, to elect one
or more directors of the Corporation,  the preceding  provisions of this Article
XII shall not apply with respect to the  director or  directors  elected by such
holders of preferred stock.


                                  ARTICLE XIII

                      Certain Limitations on Voting Rights

         Notwithstanding   any   other   provision   of  this   Certificate   of
Incorporation,  in no event  shall any record  owner of any  outstanding  Common
Stock which is beneficially owned,  directly or indirectly,  by a person who, as
of any record date for the determination of stockholders entitled to vote on any
matter,  beneficially  owns in excess of 10% of the  then-outstanding  shares of
Common Stock (the "Limit"),  be entitled, or permitted to any vote in respect of
the shares held in excess of the Limit. The number of votes which may be cast by
any record owner by virtue of the  provisions  hereof in respect of Common Stock
beneficially  owned by such person owning shares in excess of the Limit shall be
a number equal to the total  number of votes which a single  record owner of all
Common  Stock owned by such person  would be entitled to cast,  multiplied  by a
fraction, the numerator of which is the number of shares of such class or series
which are both  beneficially  owned by such  person  and owned of record by such
record  owner  and the  denominator  of which is the  total  number of shares of
Common Stock  beneficially  owned by such person  owning shares in excess of the
Limit.

         Further,  for a period of five  years from the date of  acquisition  of
Guaranty  Federal Savings Bank by the  Corporation,  no person shall directly or
indirectly offer to acquire or acquire the beneficial ownership of more than 10%
of any class of any equity security of the Corporation.

         B.       The following definitions shall apply to this Article XIII.

         1.  "Affiliate"  shall have the meaning ascribed to it in Rule 12b-2 of
the General Rules and Regulations under the Securities  Exchange Act of 1934, as
in effect on the date of filing of this Certificate of Incorporation.

         2. "Beneficial ownership" shall be determined pursuant to Rule 13d-3 of
the General Rules and Regulations under the Securities  Exchange Act of 1934 (or
any  successor  rule or  statutory  provision),  or, if said Rule 13d-3 shall be
rescinded and there shall be no successor rule or provision thereto, pursuant to
said  Rule  13d-3 as in effect  on the date of  filing  of this  Certificate  of
Incorporation;  provided,  however,  that a person shall, in any event,  also be
deemed the "beneficial owner" of any Common Stock:

         (1)      which such person or any of its affiliates beneficially  owns,
                  directly or indirectly; or

         (2)      which such person or any of its  affiliates  has (i) the right
                  to acquire  (whether such right is exercisable  immediately or
                  only after the passage of time),  pursuant  to any  agreement,
                  arrangement  or  understanding  (but shall not be deemed to be
                  the beneficial  owner of any voting shares solely by reason of
                  an  agreement,   contract,  or  other  arrangement  with  this
                  Corporation  to effect any  transaction  which is described in
                  any  one or more of  Sections  1  through  5 of  Section  A of
                  Article  XIV) or  upon  the  exercise  of  conversion  rights,
                  exchange rights,  warrants,  or options or otherwise,  or (ii)
                  sole or shared voting or

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                  investment   power  with  respect  thereto   pursuant  to  any
                  agreement,   arrangement,   understanding,   relationship   or
                  otherwise (but shall not be deemed to be the beneficial  owner
                  of any voting  shares  solely by reason of a  revocable  proxy
                  granted for a particular meeting of stockholders,  pursuant to
                  a  public  solicitation  of  proxies  for such  meeting,  with
                  respect to shares of which  neither  such  person nor any such
                  affiliate is otherwise deemed the beneficial owner); or

         (3)      which are beneficially owned,  directly or indirectly,  by any
                  other person with which such first mentioned  person or any of
                  its  affiliates  acts as a partnership,  limited  partnership,
                  syndicate   or  other  group   pursuant   to  any   agreement,
                  arrangement  or  understanding  for the purpose of  acquiring,
                  holding, voting or disposing of any shares of capital stock of
                  this Corporation;

and  provided  further,  however,  that  (1) no  Director  or  Officer  of  this
Corporation (or any affiliate of any such Director or Officer) shall,  solely by
reason of any or all of such Directors or Officers acting in their capacities as
such, be deemed,  for any purposes hereof,  to beneficially own any Common Stock
beneficially  owned by any other  such  Director  or Officer  (or any  affiliate
thereof),  and (2) neither any employee stock  ownership or similar plan of this
Corporation or any subsidiary of this Corporation,  nor any trustee with respect
thereto or any  affiliate of such trustee  (solely by reason of such capacity of
such trustee), shall be deemed, for any purposes hereof, to beneficially own any
Common Stock held under any such plan.  For purposes of computing the percentage
beneficial  ownership of Common Stock of a person,  the outstanding Common Stock
shall include  shares deemed owned by such person  through  application  of this
subsection but shall not include any other Common Stock which may be issuable by
this  Corporation  pursuant to any  agreement,  or upon  exercise of  conversion
rights,  warrants  or  options,  or  otherwise.  For  all  other  purposes,  the
outstanding  Common Stock shall include only Common Stock then  outstanding  and
shall not  include any Common  Stock  which may be issuable by this  Corporation
pursuant to any agreement,  or upon the exercise of conversion rights,  warrants
or options, or otherwise.

         3. A "person" shall mean any individual,  firm,  corporation,  or other
entity.

         C. The Board of  Directors  shall have the power to construe  and apply
the provisions of this Article XIII and to make all determinations  necessary or
desirable to implement  such  provisions,  including  but not limited to matters
with respect to (i) the number of shares of Common Stock  beneficially  owned by
any person,  (ii) whether a person is an affiliate of another,  (iii)  whether a
person has an agreement,  arrangement,  or understanding  with another as to the
matters  referred  to in  the  definition  of  beneficial  ownership,  (iv)  the
application of any other definition or operative provision of the section to the
given facts, or (v) any other matter relating to the  applicability or effect of
this Article XIII.

         D. The Board of  Directors  shall  have the  right to  demand  that any
person who is reasonably  believed to beneficially own Common Stock in excess of
the Limit (or holders of record of Common Stock beneficially owned by any person
in excess of the Limit) supply the Corporation  with complete  information as to
(i) the record owner(s) of all shares  beneficially  owned by such person who is
reasonably believed to own shares in excess of the Limit, (ii) any other factual
matter  relating  to the  applicability  or effect of this  Article  XIII as may
reasonably be requested of such person.

         E. Except as otherwise  provided by law or  expressly  provided in this
Article  XIII,  the presence in person or by proxy,  of the holders of record of
shares of capital stock of the Corporation

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entitling  the  holders  thereof to cast a majority of the votes  (after  giving
effect, if required, to the provisions of this Article XIII) entitled to be cast
by the holders of shares of capital  stock of the  Corporation  entitled to vote
shall  constitute  a quorum  at all  meetings  of the  stockholders,  and  every
reference in this Certificate of Incorporation to a majority or other proportion
of capital stock (or the holders thereof) for purposes of determining any quorum
requirement  or any  requirement  for  stockholder  consent or approval shall be
deemed  to refer to such  majority  or other  proportion  of the  votes  (or the
holders thereof) then entitled to be cast in respect of such capital stock.

         F. The  provisions  of this Article XIII shall not be applicable to the
acquisition of more than 10% of any class of equity  security of the Corporation
if such acquisition has been approved by a majority of the Continuing Directors,
as defined in Article  XIV of this  Certificate;  provided,  however,  that such
approval  shall only be effective if such  continuing  directors  shall have the
power to construe and apply the  provisions of this Article XIII and to make all
determinations  necessary or desirable to implement such  provisions,  including
but not limited to matters with respect to (a) the number of shares beneficially
owned by any person,  (b)  whether a person has an  agreement,  arrangement,  or
understanding  with another as to the matters  referred to in the  definition of
beneficial ownership, (c) the application of any other material fact relating to
the   applicability   or  effect  of  this  Article  XIII.  Any   constructions,
applications,  or determinations  made by the Continuing  Directors  pursuant to
this  Article  XIII in good  faith  and on the  basis  of such  information  and
assistance as was then reasonably available for such purpose shall be conclusive
and binding upon the Corporation and its stockholders.

         G. In the event any provision (or portion thereof) of this Article XIII
shall be found to be invalid,  prohibited or unenforceable  for any reason,  the
remaining  provisions (or portions thereof) of this Article XIII shall remain in
full force and effect, and shall be construed as if such invalid,  prohibited or
unenforceable  provision  had been  stricken  here  from or  otherwise  rendered
inapplicable,  it being the intent of this Corporation and its stockholders that
each such remaining  provision (or portion thereof) of this Article XIII remain,
to the fullest extent  permitted by law,  applicable  and  enforceable as to all
stockholders,  including  stockholders owning an amount of stock over the Limit,
notwithstanding any such finding.


                                   ARTICLE XIV

                        Approval of Business Combinations

         A. Standards of Board of Directors'  Evaluation of an Offer.  The Board
of Directors of the Corporation,  when evaluating any offer of another Person to
effect a Business  Combination  shall,  in  connection  with the exercise of its
judgment in determining what is in the best interests of the Corporation and its
shareholders, give due consideration to all relevant factors, including, without
limitation:  (i) the social and economic  effects of acceptance of such offer on
its depositors,  borrowers,  other  customers,  employees,  and creditors of the
Corporation  and  its  Subsidiaries,   and  on  the  communities  in  which  the
Corporation and its Subsidiaries operate or are located; (ii) the ability of the
Corporation  and its  Subsidiaries  to fulfill the  objectives  of a bank and/or
savings bank and/or savings and loan association holding company, as applicable,
and of commercial  banking and/or savings bank and/or savings and loan entities,
as applicable,  under  applicable  federal and state  statutes and  regulations;
(iii) the business and financial  condition and prospects and earnings prospects
of the Person or Persons proposing the Business Combination,  including, but not
limited to, debt service and other  existing  financial  obligations,  financial
obligations  to be incurred in  connection  with the Business  Combination,  and
other likely financial

                                        9

<PAGE>



obligations  of  such  Person  or  Persons,  and  the  possible  effect  of such
conditions  and prospects  upon the  Corporation  and its  Subsidiaries  and the
communities in which the Corporation and its Subsidiaries are located;  (iv) the
competence,  experience,  and  integrity of the Person or Persons  proposing the
Business  Combination  and its or their  management;  and (v) the  prospects for
successful  conclusion of the proposed Business  Combination.  The provisions of
this Article XIV shall be deemed solely to grant discretionary  authority to the
Board of Directors and shall not be deemed to provide any constituency the right
to be considered or to compel the consideration of its interests.

         B. General Requirement. The affirmative vote of the holders of not less
than  eighty  percent  (80%) of the  outstanding  shares of  "Voting  Stock" (as
hereinafter  defined) shall be required for the approval or authorization of any
"Business Combination", as defined and set forth below:

                  1.  Any  merger,  reorganization,   or  consolidation  of  the
Corporation  or any of its  Affiliates  (as  defined  in  Article  XIII  of this
Certificate) with or into any Principal Shareholder (as hereinafter defined);

                  2. Any sale, lease, exchange,  mortgage,  pledge, transfer, or
other disposition (in one transaction or in a series of related transactions) of
all or a  "Substantial  Part"  (as  hereinafter  defined)  of the  assets of the
Corporation or any of its Affiliates to any Principal Shareholder;

                  3.  Any  sale,  lease,  exchange,  or other  transfer  (in one
transaction or in a series of related transactions) by any Principal Shareholder
to the Corporation or any of the Corporation's  Affiliates of any assets,  cash,
or  securities  in exchange for shares of Voting Stock (or of shares of stock of
any of the  Corporation's  Affiliates  entitled  to  vote  in  the  election  of
directors of such Affiliate or securities  convertible  into or exchangeable for
shares of Voting Stock or such stock of an Affiliate,  or options,  warrants, or
rights to purchase shares of Voting Stock or such stock of an Affiliate);

                  4. The  adoption at any time when there  exists any  Principal
Shareholder  of any plan or proposal for the  liquidation  or dissolution of the
Corporation; and

                  5. Any  reclassification of securities  (including any reverse
stock  split),  recapitalization,  or other  transaction  at any time when there
exists any Principal Shareholder if such reclassification,  recapitalization, or
other  transaction  would  result in a decrease  in the number of holders of the
outstanding shares of Voting Stock.

         The affirmative  vote required by this Article XIV shall be in addition
to the vote of the  holders  of any class or series of stock of the  Corporation
otherwise required by law, by any other Article of this Certificate, as amended,
by any  resolution  of the Board of  Directors  providing  for the issuance of a
class or series of stock,  or by any agreement  between the  Corporation and any
national securities exchange.

         C.       Certain Definitions.  For the purposes of this Article XIV:

                  1. The term "Principal Shareholder" shall mean and include any
individual, Corporation,  partnership, or other person or entity which, together
with its  "Affiliates"  and  "Associates"  (as  defined in Article  XIII of this
Certificate),   "beneficially   owns"  (as  defined  in  Article  XIII  of  this
Certificate)  in the  aggregate  ten  percent  (10%) or more of the  outstanding
shares of Voting Stock,  and any Affiliate or Associate of any such  individual,
corporation, partnership, or other person or entity.


                                       10

<PAGE>



                  2.  The  term   "Substantial   Part"   shall  mean  more  than
twenty-five  percent  (25%) of the fair market  value of the total assets of the
Corporation, as of the end of its most recent fiscal quarter ending prior to the
time the determination is being made.

                  3.  The  term  "Voting  Stock"  shall  mean  the  stock of the
Corporation entitled to vote in the election of directors.

                  4. Any  corporation,  partnership,  person,  or entity will be
deemed to be a "beneficial  owner" of or to own beneficially any share or shares
of stock of the  Corporation:  (a)  which it owns  directly,  whether  or not of
record;  or (b)  which  it has the  right  to  acquire  (whether  such  right is
exercisable  immediately  or only  after the  passage of time)  pursuant  to any
agreement or arrangement or understanding or upon exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or which it has the right to
vote pursuant to any agreement,  arrangement, or understanding; or (c) which are
beneficially owned,  directly or indirectly (including shares deemed to be owned
through  application of clause (b) above) by any Affiliate or Associate;  or (d)
which are beneficially owned, directly or indirectly (including shares deemed to
be owned  through  application  of clause (b)  above) by any other  corporation,
person,  or entity with which it or any of its Affiliates or Associates have any
agreement or arrangement or understanding for the purpose of acquiring, holding,
voting, or disposing of Voting Stock.

         For the purpose only of determining  the percentage of the  outstanding
shares of Voting  Stock which any  corporation,  partnership,  person,  or other
entity  beneficially  owns,  directly or indirectly,  the outstanding  shares of
Voting  Stock will be deemed to include  any shares of Voting  Stock  which such
corporation,  partnership,  person or other entity beneficially owns pursuant to
the  foregoing  provisions  of this  subsection  (whether  or not such shares of
Voting Stock are in fact issued or outstanding), but shall not include any other
shares of Voting  Stock  which may be  issuable  either  immediately  or at some
future date pursuant to any agreement,  arrangement,  or  understanding  or upon
exercise of conversion rights, exchange rights, warrants, options, or otherwise.

         D. Exceptions.  The provisions of this Article XIV shall not apply to a
Business  Combination  which is approved by  two-thirds  of those members of the
Board of  Directors  who were  directors  prior to the time  when the  Principal
Shareholder  became a Principal  Shareholder (the "Continuing  Directors").  The
provisions  of this  Article XIV also shall not apply to a Business  Combination
which (a) does not change any shareholder's  percentage  ownership in the shares
of stock  entitled to vote in the election of directors of any  successor of the
Corporation  from the  percentage  of the shares of Voting  Stock  owned by such
shareholder;  (b) provides for the  provisions of this Article XIV,  without any
amendment,  change,  alteration,  or deletion,  to apply to any successor to the
Corporation;  and  (c)  does  not  transfer  all or a  Substantial  Part  of the
Corporation's assets other than to a wholly-owned subsidiary of the Corporation.

         E. Additional Provisions.  Nothing contained in this Article XIV, shall
be construed to relieve a Principal  Shareholder  from any fiduciary  obligation
imposed by law. In addition, nothing contained in this Article XIV shall prevent
any shareholders of the Corporation  from objecting to any Business  Combination
and  from  demanding  any  appraisal  rights  which  may be  available  to  such
Shareholder.

         F. Notwithstanding  Article XX or any provisions of this Certificate or
the  Bylaws  of the  Corporation  (and  notwithstanding  the fact  that a lesser
percentage  may be  specified  by law,  this  Certificate  or the  Bylaws of the
Corporation),  the  affirmative  vote  of the  holders  of at  least  80% of the
outstanding  shares  entitled to vote  thereon  (and,  if any class or series is
entitled to vote thereon

                                       11

<PAGE>



separately,  the  affirmative  vote  of  the  holders  of at  least  80%  of the
outstanding  shares of each such class or series)  shall be required to amend or
repeal this Article XIV or adopt any provisions  inconsistent  with this Article
XIV.

                                   ARTICLE XV

                             Fair Price Requirements

         A.  General  Requirement.  No  "Business  Combination"  (as  defined in
Article XIV) shall be effected  unless all of the following  conditions,  to the
extent applicable, are fulfilled.

                  1. The ratio of (a) the  aggregate  amount of the cash and the
fair market  value of the other  consideration  to be received  per share by the
holders of the common stock of the  Corporation  in the Business  Combination to
(b) the  "Market  Price" (as  hereinafter  defined)  of the common  stock of the
Corporation immediately prior to the announcement of the Business Combination or
the solicitation of the holders of the common stock of the Corporation regarding
the Business Combination,  whichever is first, shall be at least as great as the
ratio of (x) the  highest  price per  share  previously  paid by the  "Principal
Shareholder"  (as  hereinafter  defined)  (whether  before  or after it became a
Principal  Shareholder) for any of the shares of common stock of the Corporation
at any time  beneficially  owned,  directly,  or  indirectly,  by the  Principal
Shareholder  to (y) the Market Price of the common stock of the  Corporation  on
the trading date  immediately  prior to the earliest date on which the Principal
Shareholder  (whether  before  or  after  it  became  a  Principal  Shareholder)
purchased  any  shares of common  stock of the  Corporation  during the two year
period prior to the date on which the Principal  Shareholder acquired the shares
of common stock of the Corporation at any time owned by it for which it paid the
highest price per share (or, if the Principal  Shareholder  did not purchase any
shares of common stock of the Corporation during the two year period, the Market
Price of the common stock of the  Corporation  on the date of two years prior to
the date on which the Principal  Shareholder acquired the shares of common stock
of the  Corporation  at any time owned by it for which it paid the highest price
per share).

                  2. The aggregate  amount of the cash and the fair market value
of the other consideration to be received per share by the holders of the common
stock of the Corporation in the Business  Combination shall be not less than the
highest price per share  previously paid by the Principal  Shareholder  (whether
before  or after it became a  Principal  Shareholder)  for any of the  shares of
common stock of the  Corporation  at any time  beneficially  owned,  directly or
indirectly, by the Principal Shareholder.

                  3. The  consideration  to be  received  by the  holders of the
common stock of the Corporation in the Business Combination shall be in the same
form and of the same kind as the consideration paid by the Principal Shareholder
in  acquiring  the  majority  of the shares of common  stock of the  Corporation
already   beneficially   owned,   directly  or  indirectly,   by  the  Principal
Shareholder.

         The  conditions  imposed by this Article XV shall be in addition to all
other conditions (including,  without limitation, the vote of the holders of any
class or series of stock of the  Corporation)  otherwise  imposed by law, by any
other Article of this  Certificate,  by any resolution of the Board of Directors
providing  for the issuance of a class or series of stock,  or by any  agreement
between the Corporation and any national securities exchange.


                                       12

<PAGE>



         B.  Certain  Definitions.  For the  purpose  of this  Article  XV,  the
definitions of "Business  Combination,"  "Principal  Shareholder",  "Substantial
Part",  "Voting  Stock,"  and  "Beneficial  Owner" set forth in Article XIV will
apply to this Article XV.

         The "Market Price" of the common stock of the Corporation  shall be the
mean  between the high "bid" and the low "asked"  prices of the common  stock in
the  over-the-counter  market on the day on which such value is to be determined
or, if no shares were traded on such date,  on the next  preceding  day on which
such shares were traded,  as reported by the National  Association of Securities
Dealers  Automated  Quotation  System  ("NASDAQ")  or other  national  quotation
service.  If the common stock of the Corporation is not regularly  traded in the
over-the-counter  market but is registered on a national  securities exchange or
traded in the national  over-the-counter  market, the market value of the common
stock  shall  mean the  closing  price  of the  common  stock  on such  national
securities exchange or market on the day on which such value is to be determined
or, if no shares  were traded on such day,  on the next  preceding  day on which
shares were traded, as reported by the National  Quotation Bureau,  Incorporated
or other national  quotation service.  If no such quotations are available,  the
fair market value of the date in question of a share of such stock as determined
by the Board of Directors in good faith;  and in the case of property other than
cash or stock,  the fair market value of such property other than cash or stock,
the fair market value of such  property on the date in question as determined by
the Board of Directors in good faith.

         C.  Exceptions.  The provisions of this Article XV shall not apply to a
Business  Combination  which was approved by  two-thirds of those members of the
Board of Directors of the  Corporation who were directors prior to the time when
the Principal  Shareholder  became a Principal  Shareholder.  The  provisions of
which this Article XV also shall not apply to a Business  Combination  which (a)
does not change any  shareholder's  percentage  ownership in the shares of stock
entitled  to  vote  in  the  election  of  directors  of  any  successor  of the
Corporation from the percentage of the shares of Voting Stock beneficially owned
by such shareholder; (b) provides for the provisions of this Article XV, without
any amendment,  change alteration, or deletion, to apply to any successor to the
Corporation;  and  (c)  does  not  transfer  all or a  Substantial  Part  of the
Corporation's assets other than to a wholly-owned subsidiary of the Corporation;
provided,  however,  that nothing  contained in this Article XV shall permit the
Corporation to issue any of its shares of Voting Stock or to transfer any of its
assets to a  wholly-owned  subsidiary  of the  Corporation  if such  issuance of
shares of Voting Stock or transfer of assets is part of a plan to transfer  such
shares of Voting Stock or assets to a Principal Shareholder.

         D. Additional Provisions. Nothing contained in this Article XV shall be
construed  to relieve a  Principal  Shareholder  from any  fiduciary  obligation
imposed by law. In addition,  nothing contained in this Article XV shall prevent
any shareholders of the Corporation  from objecting to any Business  Combination
and  from  demanding  any  appraisal  rights  which  may be  available  to  such
shareholders.

         E.  Notwithstanding   Article  XX  or  any  other  provisions  of  this
Certificate or the Bylaws of the Corporation (and  notwithstanding the fact that
a lesser  percentage may be specified by law, this  Certificate or the Bylaws of
the  Corporation),  the  affirmative  vote of the holders of at least 80% of the
outstanding  shares  entitled to vote  thereon  (and,  if any class or series is
entitled to vote thereon  separately,  the affirmative vote of the holders of at
least  80% of the  outstanding  shares of each such  class or  series)  shall be
required  to amend or  repeal  or adopt any  provisions  inconsistent  with this
Article XV.


                                       13

<PAGE>



                                   ARTICLE XVI

                              Evaluation of Offers

         The Board of Directors of the Corporation, when evaluating any offer to
(A) make a tender or exchange offer for any equity security of the  Corporation,
(B) merge or consolidate the Corporation  with another  corporation or entity or
(C) purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation,  may, in connection with the exercise of its judgment
in  determining  what  is in the  best  interest  of  the  Corporation  and  its
stockholders, give due consideration to all relevant factors, including, without
limitation,  the social and economic  effect of acceptance of such offer: on the
Corporation's  present  and  future  customers  and  employees  and those of its
subsidiaries;  on the communities in which the Corporation and its  subsidiaries
operate or are  located;  on the  ability  of the  Corporation  to  fulfill  its
corporate  objective  as a savings and loan  holding  company  under  applicable
statutes and regulations;  and on the ability of its subsidiary  savings bank to
fulfill the  objectives of a stock form savings bank under  applicable  statutes
and regulations.


                                  ARTICLE XVII

                       Elimination of Directors' Liability

         Directors of the Corporation shall have no liability to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  provided  that this Article XVII shall not  eliminate  liability of a
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders,  (ii) for acts or omissions not made in good faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which a director  derived an improper  personal  benefit.  If the  Delaware
General  Corporation Law is amended after the effective date of this Certificate
to further  eliminate or limit the personal  liability  of  directors,  then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

         Any  repeal  or  modification   of  the  foregoing   paragraph  by  the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of a director of the Corporation  existing at the time of such repeal
or modification.


                                  ARTICLE XVIII

                                 Indemnification

         A. Persons. The Corporation shall indemnify,  to the extent provided in
paragraphs B, D or F:

                  1.  any person who is or was a director, officer, employee, of
the Corporation; and

                  2. any  person  who  serves  or  served  at the  Corporation's
request  as a  director,  officer,  employee,  partner  or  trustee  of  another
corporation, partnership, joint venture, trust or other enterprise.


                                       14

<PAGE>



         B. Extent --  Derivative  Suits.  In case of a  threatened,  pending or
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit.

         C. Standard -- Derivative  Suits.  In case of a threatened,  pending or
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

                  1.  he is successful on the merits or otherwise; or

                  2. he acted  in good  faith  in the  transaction  which is the
subject of the suit or action, and in a manner he reasonably  believed to be in,
or not opposed  to, the best  interest of the  Corporation,  including,  but not
limited  to,  the  taking  of  any  and  all  actions  in  connection  with  the
Corporation's  response to any tender  offer or any offer or proposal of another
party to engage in a Business  Combination  (as  defined in Article  XIV of this
Certificate)  not approved by the board of directors.  However,  he shall not be
indemnified  in respect  of any  claim,  issue or matter as to which he has been
adjudged  liable to the  Corporation  unless  (and only to the extent  that) the
Court of Chancery or the court in which the suit was  brought  shall  determine,
upon  application,  that  despite  the  adjudication  but in  view  of  all  the
circumstances,  he is fairly  and  reasonably  entitled  to  indemnity  for such
expenses as the court shall deem proper.

         D. Extent -- Nonderivative  Suits. In case of a threatened,  pending or
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

         E. Standard -- Nonderivative  Suits. In case of a nonderivative suit, a
person named in paragraph A shall be indemnified only if:

                  1.  he is successful on the merits or otherwise; or

                  2. he acted  in good  faith  in the  transaction  which is the
subject of the nonderivative  suit and in a manner he reasonably  believed to be
in, or not opposed to, the best interests of the Corporation, including, but not
limited  to,  the  taking  of  any  and  all  actions  in  connection  with  the
Corporation's  response to any tender  offer or any offer or proposal of another
party to engage in a Business  Combination  (as  defined in Article  XIV of this
Certificate)  not  approved by the board of directors  and,  with respect to any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was  unlawful.  The  termination  of a  nonderivative  suit by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere  or its  equivalent
shall not, in itself, create a presumption that the person failed to satisfy the
standard of this paragraph E.2.

         F.  Determination  That Standard Has Been Met. A determination that the
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in paragraph C.2 (second  sentence),  the  determination may be
made by:

                                       15

<PAGE>




                  1.  the board of directors by a  majority  vote  of  a  quorum
consisting of directors of the Corporation who were not parties  to  the action,
suit or proceeding; or

                  2. independent  legal counsel  (appointed by a majority of the
disinterested  directors  of the  Corporation,  whether  or not a  quorum)  in a
written opinion; or

                  3.  the stockholders of the Corporation.

         G.  Proration.  Anyone  making a  determination  under  paragraph F may
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

         H. Advance  Payment.  The  Corporation  may pay in advance any expenses
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs  A-G if the person  receiving  the payment  undertakes  in writing to
repay  the  same  if it is  ultimately  determined  that he is not  entitled  to
indemnification by the Corporation under paragraphs A-G.

         I.  Nonexclusive.  The  indemnification  and  advancement  of  expenses
provided by paragraphs A-H or otherwise  granted  pursuant to Delaware law shall
not be  exclusive  of any other rights to which a person may be entitled by law,
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

         J. Continuation.  The  indemnification  and advance payment provided by
paragraphs  A-H shall  continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.

         K. Insurance.  The  Corporation may purchase and maintain  insurance on
behalf of any person who holds or who has held any  position  named in paragraph
A, against any  liability  asserted  against him and incurred by him in any such
position,  or arising out of his status as such,  whether or not the Corporation
would have power to indemnify him against such liability under paragraphs A-H of
this Article XVIII.

         L. Savings Clause. If this Article XVIII or any portion hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVIII that shall
not have been invalidated and to the full extent permitted by applicable law.

         If Delaware  law is amended to permit  further  indemnification  of the
directors,   officers,  employees  and  agents  of  the  Corporation,  then  the
Corporation  shall  indemnify  such persons to the fullest  extent  permitted by
Delaware law, as so amended.  Any repeal or  modification of this Article by the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection  of a director,  officer,  employee or agent  existing at the time of
such repeal or modification.


                                       16

<PAGE>



                                   ARTICLE XIX

                     Amendment of Bylaws of the Corporation

         In  furtherance  and  not in  limitation  of the  powers  conferred  by
statute,  the board of directors of the  Corporation is expressly  authorized to
make,  repeal,   alter,  amend  and  rescind  the  Bylaws  of  the  Corporation.
Notwithstanding  any other  provision of this  Certificate  or the Bylaws of the
Corporation  (and  notwithstanding  the fact that some lesser  percentage may be
specified by law), the Bylaws of the  Corporation  shall not be made,  repealed,
altered,  amended or rescinded by the stockholders of the Corporation  except by
the vote of the  holders  of not  less  than 80% of the  outstanding  shares  of
capital stock of the  Corporation  entitled to vote generally in the election of
directors  (considered  for this  purpose as one class) cast at a meeting of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
adoption, repeal, alteration,  amendment or rescission is included in the notice
of such meeting), or, as set forth above, by the board of directors.

                                   ARTICLE XX

                    Amendment of Certificate of Incorporation

         The Corporation  reserves the right to repeal,  alter, amend or rescind
any  provision  contained  in this  Certificate  in the manner now or  hereafter
prescribed by law, and all rights  conferred on stockholders  herein are granted
subject to this reservation.  Notwithstanding the foregoing,  the provisions set
forth in Articles IX, X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII, XIX, and this
Article  XX of  this  Certificate  may  not be  repealed,  altered,  amended  or
rescinded in any respect unless the same is approved by the affirmative  vote of
the holders of not less than 80% of the  outstanding  shares of capital stock of
the  Corporation  entitled  to  vote  generally  in the  election  of  directors
(considered  for  this  purpose  as a single  class)  cast at a  meeting  of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
adoption, repeal, alteration,  amendment or rescission is included in the notice
of such meeting).

                                       17