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                                                                     Exhibit 3-a

                             AmSouth Bancorporation
                     Restated Certificate of Incorporation

Section I:   Name

             The name of the corporation is AmSouth Bancorporation.

Section II:  Registered Office and Agent

             The address of its registered office in the State of Delaware is
             100 West 10th Street, in the City of Wilmington, County of
             Newcastle. The name of its registered agent at such address is The
             Corporation Trust Company.

Section III: Purposes

             The purposes of the corporation are to engage in any lawful acts or
             activities for which corporations may be organized under the
             general corporation law of Delaware.
   
Section IV:  Capital Stock

             (a)  The total number of shares of all classes of capital stock
                  which the corporation shall have authority to issue is three
                  hundred and fifty-two million (352,000,000), of which three
                  hundred and fifty million (350,000,000) shares of the par
                  value of $1.00 per share are to be of a class designated
                  "Common Stock," and two million (2,000,000) shares without par
                  value are to be of a class designated "Preferred Stock." The
                  Preferred Stock may be issued from time to time as a class
                  without series, or if so determined by the Board of Directors,
                  either in whole or in part in one (1) or 
    
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                  more series. There is hereby expressly granted to and vested
                  in the Board of Directors authority to fix and determine by
                  resolution the voting powers, full or limited, or no voting
                  powers, and such designations, preferences and relative,
                  participating, optional or other special rights, if any, and
                  the qualifications, limitations or restrictions thereof, if
                  any, including specifically, but not limited to, the dividend
                  rights, conversion rights, redemption rights, and liquidation
                  preferences, if any, of any wholly unissued series of
                  Preferred Stock (or of the entire class of Preferred Stock if
                  none of such shares have been issued), the number of shares
                  constituting any such series and the terms and conditions of
                  the issue thereof. A certificate setting forth a copy of each
                  such resolution or resolutions and the number of shares of
                  stock of each such class or series may be executed,
                  acknowledged, filed, and recorded in accordance with Delaware
                  General Corporation Law. Unless otherwise provided in any such
                  resolution or resolutions, the number of shares of stock of
                  any such class or series so set forth in such resolution or
                  resolutions may thereafter be increased or decreased (but not
                  below the number of shares thereof then outstanding), by a
                  certificate likewise executed, acknowledged, filed, and
                  recorded setting forth a statement that a specified increase
                  or decrease therein had been authorized and directed by a
                  resolution or resolutions likewise adopted by the Board of
                  Directors. In case the number of such shares shall be
                  decreased, the number of shares so specified in the
                  certificate shall resume the status which they had prior to
                  the adoption of the first resolution or resolutions.

             (b)  The number of authorized shares of any class, including
                  Preferred Stock, may be increased or decreased by the
                  affirmative vote of the holders of a majority of the
                  outstanding shares of the corporation entitled to vote without
                  the separate vote of holders of Preferred Stock voting as a
                  class.        

Section V: By-Laws

           The By-Laws may be made, altered, amended or repealed by the Board
           of Directors. The books of the corporation (subject to the provisions
           of the laws of the State of Delaware) may be kept outside of the
           State of Delaware at such places as from time to time may be
           designated by the Board of Directors.

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Section VI: Indemnification of Directors, Officers, Employees and Agents

            (1)  The corporation shall indemnify any person who was or is a
                 party or is threatened to be made a party to any threatened,
                 pending or completed claim, action, suit or proceeding,
                 whether civil, criminal, administrative or investigative,
                 including appeals (other than an action by or in the right of
                 the corporation), by reason of the fact that he or she is or
                 was a director, officer, employee or agent of the corporation,
                 or is or was serving at the request of the corporation as a
                 director, officer, partner, employee or agent of another
                 corporation, partnership, joint venture, trust or other
                 enterprise, against expenses (including attorneys' fees),
                 judgments, fines and amounts paid in settlement actually and
                 reasonably incurred by him or her in connection with such
                 action, suit or proceeding if he or she acted in good faith and
                 in a manner he or she reasonably believed to be in or not
                 opposed to the best interests of the corporation, and, with
                 respect to any criminal action or proceeding, had no reasonable
                 cause to believe his or her conduct was unlawful. The
                 termination of any action, suit or proceeding by judgment,
                 order, settlement, conviction, or upon a plea of NOLO
                 CONTENDERE or its equivalent, shall not, of itself, create a
                 presumption that the person did not act in good faith and in a
                 manner which he or she reasonably believed to be in or not
                 opposed to the best interests of the corporation, and, with
                 respect to any criminal action or proceeding, had reasonable
                 cause to believe that his or her conduct was unlawful.

            (2)  The corporation shall indemnify any person who was or is a
                 party or is threatened to be made a party to any threatened,
                 pending or completed action or suit by or in the right of the
                 corporation to procure a judgment in its favor by reason of the
                 fact that he or she is or was a director, officer, employee or
                 agent of the corporation, or is or was serving at the request
                 of the corporation as a director, officer, partner, employee or
                 agent of another corporation, partnership, joint venture, trust
                 or other enterprise against expenses (including attorneys'
                 fees) actually and reasonably incurred by him or her in
                 connection with the defense or settlement of such action or
                 suit if he or she acted in good faith and in a manner he or she
                 reasonably believed to be in or not opposed to the best
                 interests of the corporation and except that no indemnification
                 shall be made in respect of any claim, issue or matter as to
                 which such person shall have been adjudged to be liable to the
                 corporation unless and only to the extent that the Court of
                 Chancery or the court in which such action or suit was brought
                 shall determine upon application that, despite the adjudication
                 of liability but in view of all circumstances of the case, such
                 person
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                 is fairly and reasonably entitled to indemnity for such
                 expenses which the Court of Chancery or such other court shall
                 deem proper.

            (3)  To the extent that a director, officer, employee or agent of
                 the corporation has been successful on the merits or otherwise
                 in defense of any action, suit or proceeding referred to in
                 paragraphs (1) and (2) of this Section VI, or in defense of any
                 claim, issue or matter therein, he or she shall be indemnified
                 against expenses (including attorneys' fees) actually and
                 reasonably incurred by him or her in connection therewith, not-
                 withstanding that he or she has not been successful on any
                 other claim, issue or matter in any such action, suit or
                 proceeding.

            (4)  Any indemnification under paragraphs (1), (2), and (3) of this
                 Section VI (unless ordered by a court) shall be made by the
                 corporation only as authorized in the specific case upon a
                 determination that indemnification of the director, officer,
                 employee or agent is proper in the circumstances because he or
                 she has met the applicable standard of conduct set forth in
                 those paragraphs. Such determination shall be made (a) by the
                 Board of Directors by a majority vote of a quorum consisting of
                 directors who were not parties to such action, suit or
                 proceeding, or (b) if such a quorum is not obtainable, or, even
                 if obtainable, a quorum of disinterested directors so directs,
                 by independent legal counsel in a written opinion, or (c) by
                 the stockholders.

            (5)  Expenses (including attorneys' fees) incurred in defending a
                 civil or criminal action, suit or proceeding may be paid by
                 the corporation in advance of the final disposition of such
                 action, suit or proceeding upon receipt of an undertaking by
                 or on behalf of the director, officer, employee or agent to
                 repay such amount if it shall ultimately be determined that he
                 or she is not entitled to be indemnified by the corporation as
                 authorized in this Section VI.

            (6)  The indemnification and advancement of expenses provided by, or
                 granted pursuant to, other paragraphs of this Section VI shall
                 not be deemed exclusive of any other rights to which those
                 seeking indemnification or advancement of expenses may be
                 entitled under any by-law, agreement, vote of stockholders or
                 disinterested directors or otherwise, both as to action in his
                 or her official capacity and as to action in another capacity
                 while holding such office.

            (7)  For purposes of this Section VI, references to the
                 "corporation" include all constituent corporations absorbed in
                 a consolidation or merger as well as the resulting or surviving
                 corporation so that any
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                 person who is or was a director, officer, employee or agent of
                 such a constituent corporation, or is or was serving at the
                 request of such constituent corporation as a director, officer,
                 partner, employee or agent of another corporation,
                 partnership, joint venture, trust or other enterprise, shall
                 stand in the same position under the provisions of this Section
                 VI with respect to the resulting or surviving corporation as
                 he or she would if he or she had served the resulting or
                 surviving corporation in the same capacity.

            (8)  By action of its Board of Directors, notwithstanding any
                 interest of the Directors in the action, the corporation may
                 purchase and maintain insurance on behalf of any person who is
                 or was a director, officer, employee or agent of the
                 corporation or is or was serving at the request of the
                 corporation as a director, officer, partner, employee or agent
                 of another corporation, partnership, joint venture, trust or
                 other enterprise against any liability asserted against him or
                 her and incurred by him or her in any such capacity or arising
                 out of his or her status as such, whether or not the
                 corporation would have the power to indemnify him or her
                 against such liability under the provisions of this Section VI
                 or of the General Corporation Law of the State of Delaware.

            (9)  For purposes of this Section VI, references to the "other
                 enterprises" shall include employee benefit plans; references
                 to "fines" shall include any excise taxes assessed on a person
                 with respect to any employee benefit plan; and references to
                 "serving at the request of the corporation" shall include any
                 service as a director, officer, employee or agent of the
                 corporation which imposes duties on, or involves services by,
                 such director, officer, employee or agent with respect to an
                 employee benefit plan, its participants or beneficiaries; and a
                 person who acted in good faith and in a manner he or she
                 reasonably believed to be in the interest of the participants
                 and beneficiaries of an employee benefit plan shall be deemed
                 to have acted in a manner "not opposed to the best interests of
                 the corporation" as referred to in this Section VI.

            (10) The indemnification and advancements of expense provided by, or
                 granted pursuant to, this Section VI shall, unless otherwise
                 provided when authorized or ratified, continue as to a person
                 who has ceased to be a director, officer, employee or agent
                 and shall inure to the benefit of the heirs, executors and
                 administrators of such a person.
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Section VII: Stockholders Meetings

             (a)  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 such a meeting, and the power of the
                  stockholders to consent in writing, without such a meeting, to
                  the taking of any action is specifically denied; provided,
                  however, that nothing contained in this Certificate of
                  Incorporation shall be deemed to restrict the power of the
                  Board of Directors or of any of its committees to take any
                  action required or permitted to be taken by them without a
                  meeting, in accordance with applicable provisions of law.

             (b)  Meetings of stockholders may be held within or without the
                  State of Delaware, as the by-laws may provide, but special
                  meetings of the stockholders for any purpose or purposes may
                  be called, upon not less than 10 days' advance written notice,
                  by resolution of the Board of Directors or by the chief
                  executive officer of the corporation or, upon not less than 60
                  days' advance written notice, by holders of Common Stock
                  entitled to be voted for directors in an amount not less than
                  a majority of the number of shares of Common Stock of the
                  corporation issued, outstanding and entitled to vote.

             (c)  Elections of directors need not be by written ballot unless
                  the by-laws so provide.

             (d)  Notwithstanding any provision of the Certificate of
                  Incorporation or the by-laws of the corporation (and
                  notwithstanding the fact that a lesser percentage may be
                  specified by law, this certificate of incorporation or the by-
                  laws of the corporation), the affirmative vote of the holders
                  of 67 percent of the outstanding shares of capital stock of
                  the corporation entitled to vote for the election of directors
                  shall be required to amend or repeal any provision of this
                  Section VII or to adopt any provision inconsistent with this
                  Section VII.

Section VIII: Certain Business Combinations

             (1)  Any other provision of this certificate of incorporation to
                  the contrary notwithstanding, the affirmative vote of the
                  holders of not less than 80 percent of the outstanding shares
                  of capital stock of the corporation entitled to vote generally
                  (the "voting stock") and the affirmative vote of the holders
                  of not less than 67 percent of the voting stock held by
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                 stockholders other than the Interested Stockholder (as
                 hereinafter defined) involved in the Business Combination (as
                 hereinafter defined) shall be required for the approval or
                 authorization of any Business Combination, or of any series of
                 related transactions which, if taken together, would constitute
                 a Business Combination, with any Interested Stockholder. Such
                 affirmative vote shall be required notwithstanding the fact 
                 that no vote may be required, or that a lesser percentage
                 may be specified, by law or in any agreement with any national
                 securities exchange or otherwise. In addition, in any Business
                 Combination of a Subsidiary (as hereinafter defined) with an
                 Interested Stockholder the voting provisions contained
                 hereinabove shall apply in order for the corporation to cause
                 the Subsidiary to approve or authorize such Business
                 Combination.

            (2)  The provisions of paragraph (1) of this Section VIII shall not
                 be applicable to any particular Business Combination, and such
                 Business Combination shall require only such affirmative vote
                 as is required by law and any other provision of this
                 certificate of incorporation, if all of the conditions
                 specified in either of the following subparagraphs (a) or (b)
                 are met:

                 (a)  A Majority of the Continuing Directors (as hereinafter
                      defined) of the corporation (i) has expressly approved in
                      advance the acquisition of voting stock of the corporation
                      that caused the Interested Stockholder involved in the
                      Business Combination to become an Interested Stockholder,
                      or (ii) has approved the Business Combination; or

                 (b)  All of the following conditions shall have been met:

                      (i)   The aggregate amount of (I) cash and (II) the Fair
                            Market Value (as hereinafter defined), as of the
                            date of the consummation of the Business
                            Combination, of consideration other than cash to be
                            received per share by holders of Common Stock of the
                            corporation in such Business Combination shall be at
                            least equal to the highest amount determined under
                            the following subclauses (A) through (G), inclusive
                            (taking into account all recapitalizations, stock
                            dividends, stock splits, and like distributions):

                            (A)  The highest per share price (including any
                                 brokerage commissions, transfer taxes, and
                                 soliciting dealers' fees) ("Purchase Price")
                                 paid by the Interested Stockholder for any
                                 share of Common Stock acquired by it (whether
                                 or not an Interested Stockholder at the time of
                                 acquisition)
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                                within the two-year period immediately prior to
                                the first public announcement of the proposal
                                of the Business Combination (the "Announcement
                                Date");

                           (B)  The highest Purchase Price paid by the
                                Interested Stockholder in the transaction or
                                transactions by which it became an Interested
                                Stockholder;

                           (C)  The highest Purchase Price paid by the
                                Interested Stockholder on the Announcement Date;

                           (D)  The highest Purchase Price paid by the
                                Interested Stockholder during the period from
                                the Announcement Date through the date of
                                consummation of the Business Combination;

                           (E)  The highest Fair Market Value per share of the
                                Common Stock of the corporation on the
                                Announcement Date;

                           (F)  The highest Fair Market Value per share of the
                                Common Stock of the corporation on the date on
                                which the Interested Stockholder first became an
                                Interested Stockholder; or

                           (G)  The book value per share of the Common Stock of
                                the corporation on the last day of the month
                                coinciding with or immediately prior to the
                                Announcement Date.

                           As used above in this paragraph (2)(b)(i), the term
                           "consideration other than cash to be received" shall
                           include, without limitation, in the event of a
                           Business Combination in which the corporation is the
                           surviving corporation, Common Stock or other voting
                           stock of the corporation retained by its stockholders
                           of record immediately prior to the consummation of
                           the Business Combination who are not the Interested
                           Stockholder involved in the Business Combination. In
                           addition, assignments or transfers of Common Stock of
                           the corporation between Associates or Affiliates (as
                           those terms are hereinafter defined) prior to a
                           Business Combination involving one of them as an
                           Interested Stockholder shall not be construed to
                           reduce the highest Purchase Price paid by the
                           Interested Stockholder involved in the Business
                           Combination in 
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                           acquiring any holdings of the corporation's Common
                           Stock.

                    (ii)   The consideration to be received by holders of
                           outstanding Common Stock of the corporation shall be
                           in cash or in the same form as the Interested
                           Stockholder has previously paid for shares of such
                           Common Stock. If the Interested Stockholder has paid
                           for shares of Common Stock with varying forms of
                           consideration, the form of consideration for such
                           Common Stock shall be either cash or the form used to
                           acquire the largest number of shares of Common Stock
                           previously acquired by it.

                    (iii)  After such Interested Stockholder has become an
                           Interested Stockholder and prior to the consummation
                           of such Business Combination, except as approved by a
                           Majority of the Continuing Directors, there shall
                           have been (A) no reduction in the annual rate of
                           dividends paid on the Common Stock (except as
                           necessary to reflect any subdivision of the Common
                           Stock), and (B) an increase in such annual rate of
                           dividends as necessary to reflect any
                           reclassification, reorganization, or any similar
                           transaction which has the effect of reducing the
                           number of outstanding shares of the Common Stock.

                    (iv)   After such Interested Stockholder has become an
                           Interested Stockholder, such Interested Stockholder
                           shall not have received the benefit, directly or
                           indirectly (except proportionately as a stockholder),
                           of any loans, advances, guarantees, pledges or other
                           financial assistance or any tax credits or other tax
                           advantages provided by the corporation or any of its
                           Subsidiaries, whether in anticipation of or in
                           connection with such Business Combination or
                           otherwise.

                    (v)    A proxy or information statement describing the
                           proposed Business Combination and complying with the
                           requirements of the Securities Exchange Act of 1934
                           and the rules and regulations thereunder (or any
                           subsequent provisions replacing such Act, rules or
                           regulations) shall be mailed to holders of the Common
                           Stock of the corporation at least 30 days prior to
                           the meeting at which the Business Combination will be
                           voted upon (whether or not such proxy or

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                           information statement is required to be mailed
                           pursuant to such Act or subsequent provisions). The
                           proxy or information statement shall contain on the
                           cover page thereof a statement as to how members of
                           the Board of Directors of the corporation voted on
                           the proposal in question and any recommendation as to
                           the advisability or inadvisability of the Business
                           Combination that any director wishes to make, and
                           shall also contain the opinion of a reputable
                           national investment banking firm as to the fairness
                           of the terms of the Business Combination, from the
                           point of view of the holders of Common Stock other
                           than the Interested Stockholder (such investment
                           banking firm to be engaged solely on behalf of the
                           said holders, to be paid a reasonable fee for its
                           services by the corporation upon receipt of such
                           opinion and to be an investment banking firm which
                           has not previously been associated with the
                           Interested Stockholder).

            (3)  For purposes of this Section VIII:

                (a)  "Affiliate", used to indicate a relationship with any
                     person, means a person that directly, or through one or
                     more intermediaries, controls, or is controlled by, or is
                     under common control with, the person specified. The term
                     shall be construed in accordance with Rule 12b-2 under the
                     Securities Exchange Act of 1934 and interpretations thereof
                     as of February 16, 1984 ("Rule 12b-2").

                (b)  "Associate", used to indicate a relationship with any
                     person, means (1) any firm, corporation or other entity
                     (other than the corporation or any Subsidiary) of which
                     such person is an officer or partner or is, directly or
                     indirectly, the beneficial owner of 10% or more of any
                     class of equity securities, (2) any trust or other estate
                     in which such person has a substantial beneficial interest
                     or as to which such person serves as trustee or in a
                     similar fiduciary capacity, and (3) any relative or spouse
                     of such person, or any relative of such spouse, who has the
                     same home as such person. The term shall be construed in
                     accordance with Rule 12b-2.

                (c)  "Beneficial Owner" means, as applied to Common Stock of the
                     corporation, that the person is deemed to "beneficially
                     own", as defined on February 16, 1984, in Rule 13d-3 under
                     the Securities Exchange Act of 1934, all shares:
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                    (i)   which such person or any of his, her, or its
                          Affiliates or Associates beneficially owns, directly
                          or indirectly; or

                    (ii)  which such person or any of his, her, or its
                          Affiliates or Associates has, directly or indirectly,
                          (A) the right to acquire (whether such right is
                          exercisable immediately or only after the passage of
                          time), pursuant to any agreement, arrangement, or
                          understanding or upon the exercise of conversion
                          rights, exchange rights, warrants or options, or
                          otherwise, or (B) the right to vote pursuant to any
                          agreement, arrangement or understanding; or

                    (iii) which are beneficially owned, directly or indirectly,
                          by any other person with which such person or any of
                          his, her or its Affiliates or Associates has any
                          agreement, arrangement or understanding for the
                          purpose of acquiring, holding, voting or disposing or
                          any shares of Common Stock.

                (d) "Business Combination" means (i) any Reorganization (as
                    hereinafter defined) of the corporation or a Subsidiary with
                    or into an Interested Stockholder, or any other person
                    (whether or not itself an Interested Stockholder) which is,
                    or after such Reorganization would be, an Affiliate of an
                    Interested Stockholder, (ii) any sale, lease, exchange,
                    transfer or other disposition, including without limitation
                    a pledge, mortgage or any other security device, (in one
                    transaction or a series of transactions) of all or any
                    Substantial Part (as hereinafter defined) of the assets
                    either of the corporation or of a Subsidiary, or both, to an
                    Interested Stockholder or any Affiliate of any Interested
                    Stockholder, (iii) any Reorganization of an Interested
                    Stockholder or any other person (whether or not itself an
                    Interested Stockholder) which is, or after such
                    Reorganization would be, an Affiliate of an Interested
                    Stockholder, with or into the corporation or a Subsidiary,
                    (iv) any sale, lease, exchange, transfer, or other
                    disposition of all or any Substantial Part of the assets of
                    an Interested Stockholder or any Affiliate of any Interested
                    Stockholder to the corporation or a Subsidiary, (v) the
                    issuance of any securities of the corporation or a
                    Subsidiary to an Interested Stockholder or any Affiliate of
                    any Interested Stockholder except if such issuance were a
                    stock split, stock dividend or other distribution pro rata
                    to all holders of the same class of voting stock, (vi) any
                    reclassification of securities (including
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                    a reverse stock split) or any other recaptialization that
                    would have the effect of increasing the voting power of an
                    Interested Stockholder or any Affiliate of any Interested
                    Stockholder, (vii) the adoption of any plan or proposal for
                    the liquidation or dissolution of the corporation or any
                    Subsidiary proposed by or on behalf of an Interested
                    Stockholder and (viii) any agreement, contract, plan or
                    other arrangement providing for any of the transactions
                    described in this definition of Business Combination.

                (e) "Continuing Director" means a director of the corporation
                    at the time of the vote or determination provided for in
                    paragraphs (2)(a), (3)(f) or (3)(1), who was a member of
                    the Board of Directors of the corporation immediately prior
                    to the earliest time that (i) any Interested Stockholder
                    involved in a Business Combination or (ii) any Interested
                    Stockholder who is (A) a Predecessor (as hereinafter
                    defined) to such Interested Stockholder or (B) an assignor
                    of beneficial ownership in the corporation to such an
                    Interested Stockholder or to its Predecessor or
                    Predecessors, became an Interested Stockholder.

                (f) "Fair Market Value" means (i) in the case of stock, the
                    closing sales price of a share of such stock on the
                    Composite Tape for New York Stock Exchange-Listed Stocks,
                    or, if such stock is not quoted on the Composite Tape on the
                    New York Stock Exchange, or, if such stock is not listed on
                    such Exchange, on the principal United States securities
                    exchange registered under the Securities Exchange Act of
                    1934 on which such stock is listed, or if such stock is not
                    listed on any such exchange, the closing sales price or the
                    average of the bid and asked prices reported with respect to
                    a share of such stock on the National Association of
                    Securities Dealers, Inc. Automatic Quotation System or any
                    system then in use, or if no such quotations are available,
                    the fair market value on the date in question of a share of
                    such stock as determined by a Majority (as hereinafter
                    defined) of the Continuing Directors; and (ii) in the case
                    of property other than cash or stock, the fair market value
                    of such property on the date in question as determined by a
                    Majority of the Continuing Directors.

                (g) "Interested Stockholder" means any person other than (i)
                    the corporation, (ii) any Subsidiary (unless the stock
                    thereof not owned by the corporation is owned by an
                    Interested Stockholder), (iii) any employee benefit plan of
                    the 
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                    corporation or of any Subsidiary or the trustees or
                    fiduciaries of such a plan acting in that capacity, or (iv)
                    either the corporation or any Subsidiary acting as trustee
                    or in a similar fiduciary capacity who or which:

                    (i)   is the Beneficial Owner, directly or indirectly, of
                          more than 10% of the then outstanding Common Stock; or

                    (ii)  is an Affiliate of the corporation and at any time
                          within the two-year period immediately prior to
                          the date in question was the beneficial owner,
                          directly or indirectly, of 10% or more of the then
                          outstanding Common Stock; or

                    (iii) is an assignee of or has otherwise succeeded to any
                          shares of Common Stock which were at any time within
                          the two-year period immediately prior to the date
                          in question beneficially owned by any Interested
                          Stockholder, if such assignment or succession shall
                          have occurred in the course of a transaction or series
                          of transactions not involving a public offering within
                          the meaning of the Securities Act of 1933.

                For the purposes of determining whether a person is an
                Interested Stockholder, the number of shares of Common Stock
                deemed to be outstanding shall include shares deemed owned
                through application of paragraph (3)(c)(ii)(A) but shall not
                include any other shares of Common Stock which may be issuable
                pursuant to any agreement, arrangement or understanding, or
                upon exercise of conversion rights, warrants or options, or
                otherwise.

                (h)   "Majority", as applied to Continuing Directors, means that
                      number which constitutes a majority of the members of the
                      Board of Directors of the corporation immediately prior to
                      the earliest time that (i) any Interested Stockholder
                      involved in the Business Combination or (ii) any
                      Interested Stockholder who is (A) a Predecessor to such
                      Interested Stockholder or (B) an assignor of beneficial
                      ownership in the corporation to such an Interested
                      Stockholder or to its Predecessor or Predecessors, became
                      an Interested Stockholder.

                (i)   the term "person" means any individual, corporation,
                      partnership, association, trust or other entity.

                (j)   "Predecessor" means each person or other entity (i) to
                      which the subject Interested Stockholder is a successor by
                      merger,
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                      consolidation, sale and purchase of substantially all of
                      the assets thereof, or other reorganization or (ii) which
                      assigned or transferred beneficial ownership of voting
                      stock of the corporation to the subject Interested
                      Stockholder, directly or indirectly, whether through
                      successive transactions or otherwise.

                (k)   "Reorganization" means a merger, consolidation, plan of
                      exchange, sale of all or substantially all of the assets
                      or other form of corporate reorganization pursuant to
                      which shares of voting stock, or other securities of the
                      subject corporation, are to be converted or exchanged into
                      cash or other property, securities or other consideration.

                (l)   "Substantial Part" means more than 20 percent of the fair
                      market value of the total assets of the corporation or
                      person in question, as determined in good faith by a
                      Majority of the Continuing Directors, as of the end of its
                      most recent fiscal year ending prior to the time the
                      determination is being made.

                (m)   "Subsidiary" means any corporation, national banking
                      association or other entity of which a majority of any
                      class of equity security is owned, directly or indirectly,
                      by the corporation unless owned solely as trustee or in
                      some other similar fiduciary capacity.

           (4) Nothing contained in this Section VIII shall be construed to
               relieve any Interested Stockholder from any fiduciary obligation
               or duty of fairness imposed by law or to adversely affect the
               rights of stockholders who are not Interested Stockholders under
               applicable principles of law and equity, including without
               limitation, those rights under the laws of the states of domicile
               of such stockholders, federal securities or other applicable
               laws, or the laws and regulations applicable to any banking
               subsidiaries of the corporation.

           (5) Notwithstanding any provisions of this certificate of
               incorporation of the by-laws of the corporation (and
               notwithstanding the fact that a lesser percentage may be
               specified by law, this certificate of incorporation or the by-
               laws of the corporation), the affirmative vote of the holders of
               not less than 80 percent of the outstanding shares of the voting
               stock and the affirmative vote of the holders of not less than 67
               percent of the voting stock held by stockholders other than an
               Interested Stockholder shall be required to amend or repeal any
               provision of this Section VIII or to adopt any provision
               inconsistent with this Section VIII.


<PAGE>
 
Section IX: Reservation of Right to Amend

            Except as may be otherwise provided in Sections VII, VIII or XI
            hereof, the corporation reserves the right to amend, alter, change
            or repeal any provision contained in this Restated Certificate of
            Incorporation in the manner now or hereinafter prescribed by
            statute, and all rights conferred upon stockholders herein are
            granted subject to this reservation.

Section X: Limitation of Director Liability

            No director of the corporation shall be personally liable to the
            corporation or its stockholders for monetary damages for breach of
            fiduciary duty as a director, except for liability (i) for any
            breach of the director's duty of loyalty to the corporation or its
            stockholders, (ii) for acts or omissions not 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 the director derived an improper
            personal benefit.

Section XI: Board of Directors

            (1)  Commencing with the election of directors at the annual meeting
                 of shareholders in 1988, the Directors shall be divided, with
                 respect to the terms for which they severally hold office, into
                 three classes (I, II and III) and, as determined by the
                 Board of Directors, each such class, as nearly as possible,
                 shall have the same number of directors. At the annual meeting
                 of shareholders in 1988, Directors of Class I shall be elected
                 to hold officer for a term expiring at the 1989 annual meeting
                 of shareholders; Directors of Class II shall be elected to hold
                 office for a term expiring at the 1990 annual meeting of
                 shareholders; and Directors of Class III shall be elected to
                 hold office for a term expiring at the 1991 annual meeting of
                 shareholders. At each annual meeting of the shareholders held
                 after 1988, the directors elected to succeed those whose terms
                 have expired at such annual meeting, other than those directors
                 elected under specified circumstances by a separate class vote
                 of the holders of any class or series of Preferred Stock as
                 defined in Section IV of the Restated Certificate of
                 Incorporation, shall then be identified as being of the same
                 class as the directors they succeed and shall be elected by the
                 shareholders for a term expiring at the third succeeding annual
                 meeting after such election. In all cases, directors shall hold
                 office until their respective successors are elected and
<PAGE>
 
               qualified. No decrease in the number of directors shall shorten
               the term of any incumbent Director.

           (2) Subject to the provisions of paragraph (5) of this Section XI
               relating to the rights of the holders of any class or series of
               Preferred Stock, as defined in Section IV of the Restated
               Certificate of Incorporation, to elect additional directors under
               specified circumstances by a separate class vote, the number of
               directors of the corporation shall be fixed from time to time by
               or pursuant to the by-laws of the corporation.

           (3) Subject to the provisions of paragraph (5) of this Section XI:

               (a) newly created directorships resulting from an increase in
                   the number of directors shall be filled by the affirmative
                   vote of the majority of the directors then in office who have
                   been elected by the holders of the capital stock of the
                   corporation entitled to vote generally for the election of
                   directors, although less than a quorum or, in the event that
                   there is only one such director, by such sole remaining
                   director. The Board shall specify the class for which a
                   director elected to fill a newly created directorship shall
                   serve, and a director so elected shall hold office for the
                   full term of the class of directors in which the new
                   directorship was created and until his successor shall be
                   elected and qualified;

               (b) vacancies resulting from resignation, retirement,
                   disqualification, removal from office or other cause may be
                   filled by the affirmative vote of a majority of the directors
                   then remaining in office who have been elected by the holders
                   of the capital stock of the corporation entitled to vote
                   generally for the election of directors, although less than a
                   quorum or, in the event that there is only one such director,
                   by such sole remaining director. A director elected to fill
                   such a vacancy shall hold office for the full term of the
                   class in which the vacancy occurred and until his successor
                   shall be elected and qualified.

           (4) Notwithstanding any other provisions of this Restated Certificate
               of Incorporation or the by-laws of the corporation (and
               notwithstanding the fact that some lesser percentage may be
               specified by law), any director or the entire Board of Directors
               of the corporation may be removed at any time, but only for cause
               and only by the affirmative vote of the holders of 80% of the
               combined voting power of the then outstanding shares of capital
               stock of the corporation entitled to vote generally for the
               election of directors, voting together as a single class;
               provided,


<PAGE>
 
               however, that this paragraph shall not apply to directors elected
               under specified circumstances by a separate class vote of the
               holders of any class or series of Preferred Stock as defined in
               Section IV of the Restated Certificate of Incorporation.

           (5) In the event that the holders of any class or series of Preferred
               Stock, as defined in Section IV of the Restated Certificate of
               Incorporation, are entitled, under specified circumstances by a
               separate class vote, to elect directors pursuant to the terms of
               such class or series, then the provisions of such class or series
               of Preferred Stock with respect to such rights of election shall
               apply to the election of such directors. The number of directors
               that may be elected by the holders of any class or series of such
               Preferred Stock shall be in addition to the number fixed by or
               pursuant to Paragraph (2) of this Section XI. Except as otherwise
               expressly provided in the terms of such class or series of such
               Preferred Stock, the number of directors that may be so elected
               by the holders of any such class or series of such Preferred
               Stock shall be elected for terms expiring at the next annual
               meeting of shareholders and without regard to the classification
               of the remaining members of the Board of Directors, and vacancies
               among directors so elected under specified circumstances by a
               separate class vote of any such class or series of such Preferred
               Stock shall be filled by the affirmative vote of a majority of
               the remaining directors elected by such class or series, or, in
               the event that there is only one such director, by such sole
               remaining director, or, if there are no such remaining directors,
               by the holders of such class or series in the same manner in
               which such class or series initially elected directors.

           If at any meeting for the election of directors, more than one class
           of stock, voting separately as classes, shall be entitled to elect
           one or more directors and there shall be a quorum of only one such
           class of stock, that class of stock shall be entitled to elect its
           quota of directors notwithstanding the absence of a quorum of the
           other class or classes of stock.

           (6) Notwithstanding any other provisions of this Restated Certificate
               of Incorporation or the by-laws of the corporation (and
               notwithstanding the fact that some lesser percentage may be
               specified by law), the affirmative vote of the holders of 80% of
               the combined voting power of the then outstanding shares of
               capital stock of the corporation entitled to vote generally for
               the election of directors, voting together as a single class,
               shall be required to alter, amend or repeal any provisions
               within this Section or adopt any provisions in this Restated
               Certificate of Incorporation inconsistent with this Section.