CERTIFICATE OF INCORPORATION

                                       OF

                              HUDSON UNITED BANCORP

                        (Restated to Show All Amendments)


                                    ARTICLE I

                                 CORPORATE NAME

     The name of the Corporation shall be Hudson United Bancorp (hereinafter the
"Corporation").

                                   ARTICLE II

                            CURRENT REGISTERED OFFICE
                          AND CURRENT REGISTERED AGENT

     The address of the Corporation's initial registered office is 80 Park
Plaza, 23rd Floor, Newark, New Jersey 07102. The name of the registered agent at
that address is Ronald H. Janis.


                                   ARTICLE III

                           INITIAL BOARD OF DIRECTORS
                             AND NUMBER OF DIRECTORS

     The number of directors shall be governed by the by-laws of the
Corporation. The number of directors constituting the initial Board of Directors
shall be twelve. The names and addresses of the initial Board of Directors are
as follows:


Name                            Address
----                            -------

John T. Clark                   3100 Bergenline Avenue
                                Union City, New Jersey 07087

James C. McClave                3100 Bergenline Avenue
                                Union City, New Jersey 07087

Ronald David                    2 Broadway
                                New York, New York 10004



<PAGE>


Arthur L. Dickson               51 Newark Street
                                Hoboken, New Jersey 07030

Henry Hugelheim                 752 Greeley Avenue
                                Fairview, New Jersey 07022

Harry J. Leber                  2000 Kennedy Boulevard
                                Union City, New Jersey 07087

George P. Moser, Sr.            415 32nd Street
                                Union City, New Jersey 07087

Harold J. Olsen                 638 Anderson Avenue
                                Cliffside Park, New Jersey 07010

Charles F.X. Poggi              15th and Adams Street
                                Hoboken, New Jersey 07030

James E. Schierloh              East 210 Route 4
                                Paramus, New Jersey 07652

Sister Grace                    308 Willow Avenue
Frances Strauber                Hoboken, New Jersey 07030

Robert J. Burke                 Foot of Pershing Road
                                Weehawken, New Jersey 07087

     Shareholders shall have no right to increase or decrease the number of
directors constituting the Board, except by the affirmative vote of at least
three-quarters of all of the outstanding shares of common stock entitled to vote
thereon, said vote to take place at an annual or special meeting of the
Corporation's stockholders called for the purpose of considering such matter.
Any director may be removed from office by the stockholders of the Corporation,
but only for cause.

     Notwithstanding anything else in this Certificate of Incorporation to the
contrary (and notwithstanding the fact that a lesser percentage may be permitted
by law, this Certificate of Incorporation or the by-laws of the Corporation),
the provisions of this Article III may not be amended, altered, changed or
repealed in any respect, nor may any provision inconsistent herewith be adopted,
unless such action is approved by the affirmative vote of at least
three-quarters of all of the outstanding shares of common stock entitled to vote
thereon, said vote to take place at an annual or special meeting of the
Corporation's stockholders called for the purpose of considering such matter.


                                       2

<PAGE>


                                   ARTICLE IV

                                CORPORATE PURPOSE

     The purpose for which the Corporation is organized is to engage in any
activities for which corporations may be organized under the New Jersey Business
Corporation Act, subject to any restrictions which may be imposed from time to
time by the laws of the United States or the State of New Jersey with regard to
the activities of a bank holding company.

                                    ARTICLE V

                                  CAPITAL STOCK

     A. The total authorized capital stock of the Corporation shall be
125,000,000 shares, consisting of 100,000,000 shares of common stock and
25,000,000 shares of preferred stock which may be issued in one or more classes
or series. The shares of common stock shall constitute a single class and shall
be without nominal or par value. The shares of preferred stock of each class or
series shall be without nominal or par value, except that the amendment
authorizing the initial issuance of any class or series adopted by the Board of
Directors as provided herein, may provide that shares of any class or series
shall have a specified par value per share, in which event all of the shares of
such class or series shall have the par value per share so specified.

     B. The Board of Directors of the Corporation is expressly authorized from
time to time to adopt and to cause to be executed and filed without further
approval of the shareholders amendments to this Certificate of Incorporation
authorizing the issuance of one or more classes or series of Preferred Stock for
such consideration as the Board of Directors may fix. In an amendment
authorizing any class or series of Preferred Stock, the Board of Directors is
expressly authorized to determine:

          (a) The distinctive designation of the class or series and the number
     of shares which will constitute the class or series, which number may be
     increased or decreased (but not below the number of shares then outstanding
     in that class or above the total shares authorized herein) from time to
     time by action of the Board of Directors.

          (b) The dividend rate of the shares of the class or series, whether
     dividends will be cumulative, and, if so, from what date or dates;

          (c) The price or prices at which, and the terms and conditions on
     which, the shares of the class or series may be redeemed at the option of
     the Corporation;

          (d) Whether or not the shares of the class or series will be entitled
     to the benefit of a retirement of sinking fund to be applied to the
     purchase or redemption of such shares and, if so entitled, the amount of
     such fund and the terms and provisions relative to the operation thereof;


                                       3


<PAGE>


          (e) Whether or not the shares of the class or series will be
     convertible into, or exchangeable for, any other shares of stock of the
     Corporation or other securities, and if so convertible or exchangeable, the
     conversion price or prices, or the rates of exchange, and any adjustments
     thereof, at which such conversion or exchange may be made, and any other
     terms and conditions of such conversion or exchange;

          (f) The rights of the shares of the class or series in the event of
     voluntary or involuntary liquidation, dissolution or winding up of the
     Corporation;

          (g) Whether or not the shares of the class or series will have
     priority over, parity with, or be junior to the shares of any other class
     or series in any respect, whether or not the shares of the class or series
     will be entitled to the benefit of limitations restricting the issuance of
     shares of any other class or series having priority over or on parity with
     the shares of such class or series and whether or not the shares of the
     class or series are entitled to restrictions on the payment of dividends
     on, the making of other distributions in respect of, and the purchase or
     redemption of shares of any other class or series of Preferred Stock or
     Common Stock ranking junior to the shares of the class or series;

          (h) Whether the class or series will have voting rights,, in addition
     to any voting rights provided by law, and if so, the terms of such voting
     rights; and

          (i) Any other preferences, qualifications, privileges, options and
     other relative or special rights and limitations of that class or series.

     C. The Series A Preferred Stock shall have a stated value of $24.00 per
share, and the shares therefore, when issued for such amount, shall be fully
paid and non-assessable. The Series A Preferred Stock shall consist of 938,690
shares, which number may be increased (but only in connection with a stock split
or stock dividend) or decreased from time to time (but not below the number
thereof then outstanding) by the Board of Directors. Upon the reacquisition of
any of the Series A Preferred Stock, through redemption, conversion or
otherwise, such reacquired Shares shall be canceled and shall become part of the
authorized and unissued Preferred Stock, but shall not be authorized and
unissued Series A Preferred Stock. The rights, preferences and limitations of
the Series A Preferred Stock are as follows:

          (a) RANK. The Series A Preferred Stock shall be senior to any other
     class or series of Preferred Stock in respect of (1) payment of dividends,
     (2) payment upon dissolution, liquidation or winding up and (3) redemption.

          (b) DIVIDENDS. The holders of Series A Preferred Stock, in preference
     to the holders of the Common Stock and any other class or series of
     Preferred Stock, shall be entitled to receive, when, as and if declared by
     the Board of Directors, out of funds legally available therefore,
     cumulative cash dividends at the annual rate per share of $1.44, and no
     more, payable in quarter-annual installments on the 15th day of February,
     May, August and November in each year, from the date of issuance. If the
     dividends on the Series A Preferred Stock for any quarter-annual dividend
     period shall not have been paid or declared for payment to the holders of
     Series A Preferred Stock by the last day of such quarter annual dividend
     period, the aggregate


                                       4


<PAGE>


     deficiency shall be cumulative and shall be fully paid or declared and set
     apart for payment before any cash dividends or other distribution shall be
     paid or set apart for payment to the holders of the Common Stock or any
     other class or series of Preferred Stock of the Corporation. Accumulations
     of dividends on the Series A Preferred Stock shall not bear interest.

          (c) LIQUIDATION PREFERENCE. Upon the voluntary or involuntary
     liquidation, dissolution, or winding up of the affairs of the Corporation,
     the holders of Series A Preferred Stock shall be entitled to receive out of
     the assets of the Corporation $24.00 per share, together with cumulative
     dividends accrued and unpaid to the date of payment of such $24.00
     distribution preference, and no more, before any amount shall be paid to,
     or distributed among the holders of Common Stock or any other class or
     series of Preferred Stock. For the purpose of this paragraph (c), dividends
     shall be deemed to accrue on a daily basis. The merger or consolidation of
     the Corporation into or with any other corporation, or the merger of any
     other corporation into the Corporation, or the sale, lease or conveyance of
     all or substantially all of the property or business of the Corporation,
     shall not be deemed to be a dissolution, liquidation or winding up for
     purposes of this paragraph (c).

          (d) REDEMPTION.

               (i) OPTION TO REDEEM. The Corporation shall not redeem any other
          class or series of Preferred Stock unless and until all shares of the
          Series A Preferred Stock have been redeemed. The Corporation shall not
          redeem the Series A Preferred Stock without the prior approval of the
          Board of Governors of the Federal Reserve System. Outstanding shares
          of Series A Preferred Stock may be redeemed, as a whole (or in part
          but only with the consent of the holder of the Shares to be redeemed)
          at the option of the Corporation by vote of its Board of Directors at
          any time from and after one year from the date of original issuance
          and after the date on which the market price (as defined in
          subparagraph (e)(iii)) for the Corporation's Common Stock is $24.00 or
          more for 20 consecutive business days, or pursuant to paragraph (e)(v)
          hereof. The $24.00 market price referred to in the previous sentence
          shall be adjusted appropriately each time the Conversion Ratio is
          required to be adjusted under subparagraph (e)(iv) and in the same
          proportion as the Conversion Ratio is adjusted. Without limiting the
          foregoing, the $24.00 market price of the Common Stock referred to
          herein will be reduced to reflect stock splits and stock dividends
          effected with respect to the Common Stock. If less than all the
          outstanding shares of the Series A Preferred Stock are to be redeemed,
          the shares to be redeemed shall be determined in such manner as the
          Board of Directors may prescribe. The redemption price for shares of
          the Series A Preferred Stock shall be $24.00 per share, plus all
          accrued and unpaid dividends through the date fixed for redemption.
          For the purpose of this paragraph (d), dividends shall be deemed to
          accrue on a daily basis.

               (ii) NOTICE. Written notice of redemption shall be given to each
          holder of record of the shares of Series A Preferred Stock to be
          redeemed, by mailing a notice of redemption to such holder by first
          class mail, at such holder's address as it shall appear on the stock
          books of the Corporation, in each case at least 15 days and not more
          than 45 days prior to the date fixed for redemption; provided however,
          if fewer than 25 days prior notice is given to holders, then at least
          one follow-up written notice must be sent to holders who have not
          converted by 7 days prior to the redemption date. Each such notice
          shall specify the shares of


                                       5


<PAGE>


          stock to be redeemed, the redemption price, the date fixed for
          redemption, the place for payment of the redemption price and for
          surrender of the certificate or certificates representing the shares
          to be redeemed, and if less than the total number of shares held by
          such holder are to be redeemed, the number of shares of such holder to
          be redeemed. No defect in such notice nor any defect in the mailing
          thereof shall in and of itself affect the validity of the proceedings
          for redemption, except as to any holder to whom the Corporation has
          failed to mail such notice, or as to whom the notice was defective.

               (iii) DEPOSIT OF REDEMPTION FUNDS. If notice of redemption shall
          have been given as herein provided and if, on or before the date fixed
          for redemption, the redemption price shall have been provided and set
          aside by the Corporation with a bank with trust powers for the pro
          rata benefit of the holders of the shares so called for redemption,
          then, from and after the date fixed for redemption, the shares of
          Series A Preferred Stock called for redemption shall no longer be
          deemed outstanding, the dividends thereon shall cease to accumulate,
          and all rights with respect to such shares shall forthwith cease. The
          only right of the holders of the redeemed shares after such date shall
          be the right to receive the redemption price for the shares called for
          redemption, without interest. If the Board of Directors designates a
          bank with trust powers as a depository of the funds to be used for
          redemption and as agent of the Corporation for the giving of the
          notices of redemption, the receipt of the shares and the payment of
          the redemption price, the acts of such designated agent on behalf of
          the Corporation shall have the same effect as if all such acts were
          done by the Corporation.

               Any monies deposited by the Corporation with such designated bank
          which shall not be required for the redemption of shares because of
          the conversion of such shares subsequent to the date of deposit, shall
          be promptly repaid to the Corporation. Any other monies so deposited
          by the Corporation with a designated bank and unclaimed at the end of
          one year from the date fixed for redemption shall be repaid to the
          Corporation upon its request, after which the holders of the shares
          called for redemption shall look only to the Corporation for payment
          of the redemption price.

               The Corporation may use one of its subsidiary banks with trust
          powers as the depository and agent for such redemption.

               (iv) NO SINKING FUND. The Corporation shall not be obligated to
          make payments into or to maintain any sinking fund for the Series A
          Preferred Stock.

     (e) CONVERSION.

               (i) CONVERSION PRIVILEGES. The holder of any shares of Series A
          Preferred Stock at any time prior to the date fixed for redemption as
          provided in paragraph (d), shall have the right to surrender the
          certificates evidencing such shares and receive, in conversion of each
          share of Series A Preferred Stock, one share (the "Conversion Ratio")
          of the Common Stock, no par value of the Corporation.


                                       6


<PAGE>


               (ii) MANNER OF EXERCISING CONVERSION PRIVILEGE. The conversion
          privilege may be exercised at any time including from and after the
          date on which a notice of redemption was given and prior to the close
          of business on the last day before the date of redemption stated in
          the notice. To exercise the conversion privilege, the holder of Series
          A Preferred Stock shall surrender the certificates representing the
          shares to be converted at the office of the Transfer Agent of the
          Corporation and shall give written notice to the Corporation at such
          office that the holder elects to convert such shares. Such
          certificates shall be duly endorsed or assigned to the Corporation, or
          in blank. Conversion shall be deemed to have been effected immediately
          prior to the close of business on the date upon which such surrender
          is made, and such date is referred to in this paragraph (e) as the
          "Conversion Date." On the Conversion Date or as promptly thereafter as
          practicable, the Corporation shall deliver to the holder of the stock
          surrendered for conversion, or as otherwise directed by him in
          writing, a certificate for the number of full shares of Common Stock
          deliverable upon conversion of such Series A Preferred Stock and, if
          applicable, a check in respect to any fraction of a share as provided
          in subparagraph (e)(iii).

               (iii) CASH ADJUSTMENT FOR FRACTIONAL SHARE UPON CONVERSION. The
          Corporation shall not deliver fractional shares of Common Stock upon
          conversation of shares of Series A Preferred Stock. In lieu of any
          fractional share of Common Stock that would otherwise be deliverable
          upon conversion, the Corporation shall pay an amount in cash equal to
          the current market value of the fractional share, computed on the
          basis of the market price on the last business day before the
          Conversion Date. For purposes of this section, the "market price" on
          any business day shall be the closing price per share of Common Stock
          in the NASDAQ National Market System or, if the shares of Common Stock
          are listed or admitted to trading on any national securities exchange,
          the reported closing price per share of Common Stock on such exchange
          on such day.

               (iv) ADJUSTMENT OF CONVERSION RATIO. The Conversion Ratio of the
          Series A Preferred Stock shall be adjusted from time to time as
          follows:

                    (A) If at any time while any of the Series A Preferred Stock
               is outstanding the Corporation shall (i) pay a dividend on its
               Common Stock in shares of its capital stock, including Common
               Stock and Preferred Stock, (ii) subdivide its outstanding shares
               of Common Stock into a greater number of shares, (iii) combine
               the outstanding shares of Common Stock into a smaller number of
               shares, or (iv) issue by reclassification of its shares of Common
               Stock any shares of stock of the Corporation, the Conversion
               Ratio in effect immediately prior thereto shall be adjusted so
               that the holder of any share of Series A Preferred Stock
               thereafter surrendered for conversion shall be entitled to
               receive the number of shares of Common Stock or other securities
               of the Corporation which he would have owned or have been
               entitled to receive after the happening of any of the events
               described above had such share of Series A Preferred Stock been
               converted immediately prior to the happening of such event. An
               adjustment made pursuant to this subparagraph (e)(iv)(A) shall
               become effective in the case of a dividend immediately after the
               opening of business on the day following the record date for the
               determination of shareholders entitled to receive such dividend,
               and shall become effective in the case of a subdivision,
               combination or reclassification immediately after the opening of
               business


                                       7


<PAGE>


               on the day following the day when such subdivision,
               combination, or reclassification becomes effective.

                    (B) If while any of the Series A Preferred Stock is
               outstanding, the Corporation shall issue rights or warrants
               ratably to the holders of shares of its Common Stock entitling
               them to subscribe for or purchase shares of Common Stock at a
               price per share less than the market price per share of Common
               Stock on the record date for the determination of shareholders
               entitled to receive such rights and warrants, the Conversion
               Ratio in effect immediately before that record date shall be
               adjusted as of the day following that record date so that it
               shall equal the ratio determined by multiplying the Conversion
               Ratio in effect immediately before that record date by a
               fraction, of which the numerator shall be the number of shares of
               Common Stock outstanding on that record date plus the number of
               shares of Common Stock offered for subscription or purchase and
               the denominator shall be the number of shares of Common Stock
               outstanding on that record date plus the number of shares of
               Common Stock that the aggregate offering price of the total
               number of shares so offered would purchase at such current market
               price per share of Common Stock. To the extent that such rights
               or warrants are not exercised before the expiration thereof, the
               Conversion Ratio shall be readjusted as of the close of business
               on the expiration date to the Conversion Ratio that would then be
               in effect based upon the number of shares of Common Stock
               actually delivered upon the exercise of such rights or warrants.

                    (C) If the Corporation shall distribute, to all holders of
               shares of its Common Stock, evidences of its indebtedness or of
               its assets (excluding cash distributions made out of current or
               retained earnings) the Conversion Ratio in effect immediately
               before the record date for the determination of shareholders
               entitled to receive such distribution shall be adjusted
               immediately after the opening of business on the day following
               that record date so that it shall equal the ratio determined by
               multiplying the Conversion Ratio in effect immediately thereto by
               a fraction, of which the numerator shall be the total number of
               shares of Common Stock outstanding on that record date multiplied
               by such current market price per share on that record date, and
               of which one denominator shall be determined by subtracting the
               aggregate face value of evidences of indebtedness or the
               aggregate fair market value of evidences of its assets from an
               amount equal to the total number of shares of Common Stock
               outstanding on such record date multiplied by the current market
               price per share of Common Stock on that record date.

                    (D) For the purpose of any computation under subparagraphs
               (e)(iv)(B) and (C) above, the current market price per share of
               Common Stock at any date shall be deemed to be the average of the
               market prices for the thirty consecutive business days
               terminating fifteen calendar days before the day in question. The
               market price for each day shall be determined as provided in
               subparagraph (e)(iii) hereof.

                    (E) No adjustment in the Conversion Ratio for the Series A
               Preferred Stock shall be made if, at the same time that the
               Corporation takes an action with respect to the Common Stock that
               would otherwise require adjustment under subparagraphs (A)
               through (C) above, the Corporation shall take the same action
               with respect to the Series A Preferred Stock in the same
               proportion as if each share of Series A Preferred Stock had been


                                       8



<PAGE>


               converted into shares of Common Stock at the then applicable
               conversion Ratio immediately before the record date for the
               determination of holders of Common Stock entitled to receive the
               dividends, rights, warrants or distributions.

                    (F) Except as herein otherwise provided, no adjustment in
               the Conversion Ratio shall be made by reason of the issuance of
               shares of Common Stock, or any securities convertible into or
               exchangeable for shares of Common Stock, or any securities
               carrying the right to purchase any of the foregoing or for any
               other reason whatsoever.

                    (G) No adjustment in the Conversion Ratio shall be required
               unless such adjustment would require an increase or decrease of
               at least one percent (1%) of such Ratio; provided, however, that
               any adjustments which by reason of this subparagraph (e)(iv)(G)
               are not required to be made shall be carried forward and taken
               into account in any subsequent adjustment. All calculations under
               this subparagraph (e)(iv) shall be made to the nearest hundredth
               of a share.

                    (H) Whenever the Conversion Ratio is adjusted as provided in
               this subparagraph (e)(iv), the Corporation shall promptly file
               with the Transfer Agent for the Series A Preferred Stock a
               statement signed by the Chairman of the Board, President or Vice
               President of the Corporation and by its Treasurer or its
               Secretary showing in detail the facts requiring such adjustment
               and shall exhibit the statement to any holder of Series A
               Preferred Stock desiring to inspect the statement. In addition,
               with respect to adjustments made while any Series A Preferred
               Stock is outstanding, the Corporation shall state to the Transfer
               Agent and in the next quarterly and annual report that an
               adjustment has been effected and give the adjusted Conversion
               Ratio in the Corporation's next quarterly and annual report to
               shareholders. Such quarterly and annual report shall be mailed to
               all holders of record of the Series A Preferred Stock on the
               record date used for mailing such quarterly and annual report to
               holders of Common Stock.

          (v) EFFECT OF CONSOLIDATIONS, Mergers or Sales on Conversion
     Privilege. If at any time while any shares of the Series A Preferred Stock
     are outstanding, the Corporation is consolidated or merged with or into any
     other corporation or sells or conveys all or substantially all of its
     assets, and pursuant to the provisions of the New Jersey Business
     Corporation Act or the Corporation's certificate of incorporation the
     approval of the holders of the Common Stock of the Corporation is required
     for such transaction, then such transaction shall also require for approval
     the affirmative vote of a majority of the outstanding Series A Preferred
     Stock, voting as a separate class. Notwithstanding the foregoing, the
     Corporation shall be entitled to redeem the Series A Preferred Stock
     pursuant to the provisions of paragraph (d) prior to or simultaneously with
     the consummation of any such transaction and if such redemption does take
     place, the consent of the holders of the Series A Preferred Stock shall not
     be required and if any vote upon such a transaction by the holders of
     Series A Preferred Stock has been taken, such vote shall be disregarded.

          (vi) NOTICE OF CERTAIN TRANSACTIONS REQUIRED. In addition to any other
     notice required by this Article V, if at any time while Series A Preferred
     Shares are outstanding the Corporation shall (i) declare a dividend (or any
     other distribution) on its


                                       9
<PAGE>


     Common Stock other than a cash dividend out of current retained earnings or
     surplus; or (ii) authorize the issuance to all holders of its Common Stock
     of rights or warrants to subscribe for or purchase shares of its Common
     Stock or of any other subscription rights or warrants; or (iii) reclassify
     its Common Stock (other than through a subdivision or combination or by
     changing the par value); or (iv) take any other action which requires the
     Conversion Ratio to be adjusted under paragraph (e)(iv); or (v) become a
     party to any consolidation or merger or sell or transfer all or
     substantially all of the assets of the Corporation, then the Corporation
     shall notify by regular mail the holders of record of the Series A
     Preferred Shares at least 15 days prior to the appropriate record date. The
     notice shall briefly describe the transaction and state (i) the record date
     which will be used for the purpose of determining which holders will
     receive such dividend or distribution, or rights or warrants, or (ii) the
     date on which any such reclassification, consolidation, merger, sale or
     transfer is expected to become effective, and the record date as of which
     it will be determined which holders shall be entitled to exchange their
     Common Stock for securities or other property delivered upon such
     reclassification, consolidation, merger, sale or transfer. The Corporation
     shall mail a notice of all meetings of shareholders (and any accompanying
     proxy statement) to the holders of Series A Preferred Stock at the time the
     notice (and proxy statement) is mailed to holders of Common Stock and shall
     mail all other notices and financial statements to the holders of Preferred
     Stock at the same time such notices and financial statements are mailed to
     holders of Common Stock. If any action is taken by means of consent, notice
     of such action by consent shall be sent to the holders of Series A
     Preferred Stock at least 20 days prior to the effective date of such
     consent. Failure to give or receive the notice required by this
     subparagraph (e)(vi) or any defect therein shall not affect the legality or
     validity or any such dividend, distribution, right or warrant or other
     action but such failure shall not affect the rights of the holders of
     Series A Preferred Stock to obtain an appropriate remedy on account of such
     failure.

          (vii) CORPORATION TO RESERVE STOCK FOR CONVERSION. As long as any
     Series A Preferred Shares remains outstanding, the Corporation shall
     reserve out of its authorized but unissued Common Stock the full number of
     shares of Common Stock deliverable upon the conversion of all outstanding
     Series A Preferred Stock.

     (f) VOTING RIGHTS.

          (i) Except as otherwise required by the New Jersey Business
     Corporation Act and as otherwise provided in subparagraph (e)(v) and in
     this paragraph (f), the holders of Series A Preferred Stocks shall have no
     voting rights.

          (ii) Any other provisions herein notwithstanding, if at any time the
     Corporation shall have failed to pay for 2 quarters, whether or not
     consecutive, the full quarter-annual dividends payable on the Series A
     Preferred Stock, the holders of the Series A Preferred Stock shall have the
     right, voting as a separate class, to elect a total of two directors to the
     class of directors elected at the next annual meeting of shareholders (the
     "Preferred Directors"). A dividend default with respect to the Series A
     Preferred Stock, giving rise to the right to elect the Preferred Directors,
     shall be deemed to continue to exist until all accrued dividends on all
     outstanding shares of the Series A Preferred Stock shall have been paid to
     the end of the past preceding quarterly dividend period.


                                       10



<PAGE>


               (A) Subject to the limitations set forth in subparagraph (B)
          below, the Preferred Directors shall be elected to a term of office
          the same as the term of office of the other directors in the class to
          which they are elected. At each subsequent annual meeting of
          shareholders at which directors of such class are elected, until all
          dividends in default on the Series A Preferred Stock shall have been
          paid or declared and set apart for payment, the holders of Series A
          Preferred Stock shall have the right to vote for the election of
          Preferred Directors in the manner described in this subparagraph (ii).

               (B) The Preferred Directors shall hold office only until the
          first meeting of shareholders following the payment, or the
          declaration and setting apart for payment, of all dividends in default
          on the Series A Preferred Stock, notwithstanding that the term of the
          other directors in the class to which they are a member does not
          expire at the time of such meeting. The successors to the Preferred
          Directors shall be elected by the shareholders at such meeting to a
          term of office which shall expire at the same time as the term of
          office of the other directors in the class to which they are elected.

               (C) At any meeting of shareholders held while holders of Series A
          Preferred Stock have the voting power to elect Preferred Directors,
          the holders of a majority of the then outstanding Series A Preferred
          Stock who are present in person or by proxy shall be sufficient to
          constitute a quorum for the election of the Preferred Directors as
          herein provided.

               (D) Any vacancy caused by the death, resignation, or removal of a
          Preferred Director may be filled by the remaining Preferred Director,
          or if there is no remaining Preferred Director, by a majority of the
          holders of Series A Preferred Stock. In the event there is no
          remaining Preferred Director to fill a vacancy, a holder(s) of 10% or
          more of the outstanding Series A Preferred Stock shall have the right
          to require the Corporation to hold a meeting of shareholders within 20
          days (or such greater time as shall be required by law) to fill the
          vacancy, unless when so requested a shareholders' meeting is scheduled
          to occur in 60 days or less. Any Preferred Director so elected shall
          hold office until the next annual meeting of shareholders, at which
          time the holders of the Series A Preferred Stock shall elect a
          Preferred Director to fill the vacancy if the term of office of the
          Preferred Director who was replaced does not expire at the time of
          such meeting.

          (iii) While any Series A Preferred Stock is outstanding, the amendment
     of any provision of this Section C of Article V of the Certificate of
     Incorporation (except amendments relating to a stock split or reduction in
     the authorized shares of the series that the New Jersey Business
     Corporation Act authorizes the Board of Directors to adopt without
     shareholder approval) shall require the affirmative vote of a majority of
     the outstanding Series A Preferred Stock.

          (iv) On any matter on which the holders of Series A Preferred Stock
     shall be entitled to vote, they shall be entitled to one vote for each
     share held. The holders of Series A Preferred Stock shall vote only as a
     separate class; their votes shall not be counted together with the holders
     of the Common Stock or any other class or series of Preferred Stock as a
     single class.


                                       11



<PAGE>


                                   ARTICLE VI

                                 INDEMNIFICATION

     The Corporation shall indemnify its officers, directors, employees, and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees, judgments, fines, and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is a party, or is threatened to be
made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provided herein shall not be deemed
exclusive of any other right to which any person seeking indemnification may be
entitled under any by-law, agreement, or vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity, and shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall have
this power to purchase and maintain insurance on behalf of any persons
enumerated above against any liability asserted against him and incurred by him
in any such capacity, arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

                                   ARTICLE VII

                        NAME AND ADDRESS OF INCORPORATOR

     The name and address of the incorporator is: Ronald H. Janis, c/o Clapp &
Eisenberg, 80 Park Plaza, 23rd Floor, Newark, New Jersey 07102.

                                  ARTICLE VIII

                           CLASSIFICATION OF DIRECTORS

     The directors shall be divided into three classes, as nearly equal in
number as possible, with the term of office of the first class to expire at the
first annual meeting of stockholders following the meeting at which this Article
VIII is adopted, the term of office of the second class to expire at the second
annual meeting of stockholders following the meeting at which this Article VIII
is adopted and the term of office of the third class to expire at the third
annual meeting of stockholders following the meeting at which this Article VIII
is adopted.

     If this Article VIII is adopted at a special meeting of stockholders,
directors of the second and third classes shall be elected to their terms at
such special meeting, and directors of the first class shall be designated in
advance of such special meeting by the Board of Directors from among the
directors elected at the preceding annual meeting of stockholders and shall not
be


                                       12



<PAGE>


required to stand for election at such special meetings of stockholders. If
this Article VIII is adopted at an annual meeting of stockholders, all three
classes of directors shall be elected to their terms at such annual meeting. At
each annual meeting of stockholders following the initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election or as soon thereafter as their successors
have been elected and qualified.

     Notwithstanding anything else in this Certificate of Incorporation to the
contrary (and notwithstanding the fact that a lesser percentage may be permitted
by law, this Certificate of Incorporation or the by-laws of the Corporation),
the provisions of this Article VIII may not be amended, altered, changed or
repealed in any respect, nor may any provision inconsistent herewith be adopted,
unless such action is approved by the affirmative vote of at least
three-quarters of all of the outstanding shares of common stock entitled to vote
thereon, said vote to take place at an annual or special meeting of the
Corporation's stockholders called for the purpose of considering such matter.

                                   ARTICLE IX

                                  MINIMUM PRICE

     The stockholder vote required to approve a Business Combination (as
hereinafter defined) shall be as set forth in this section.

     A. (1) Except as otherwise expressly provided in this section, the
affirmative vote of at least three-quarters of all of the outstanding shares of
common stock entitled to vote thereon shall be required in order to authorize
any of the following:

          (a) any merger or consolidation of the Corporation or any subsidiary
     thereof with a Related Person (as hereinafter defined) or any other
     corporation which after such merger or consolidation would be a Related
     Person;

          (b) any sale, lease, exchange, transfer or other disposition,
     including without limitation, a mortgage, or any other security device, of
     all or any Substantial Part (as hereinafter defined) of the assets of the
     Corporation (including without limitation any voting securities of
     subsidiary) or of a subsidiary, to a Related Person;

          (c) the issuance or transfer by the Corporation or any subsidiary
     thereof of any securities of the Corporation or a subsidiary of the
     Corporation to a Related Person;

          (d) the adoption of any plan or proposal for the liquidation or
     dissolution of the Corporation proposed by or on behalf of a Related
     Person;

          (e) any reclassification of securities (including any reverse stock
     split) or recapitalization of the Corporation, or any merger or
     consolidation of the Corporation, with any of its Subsidiaries or any other
     transaction (whether or not with or otherwise involving Related


                                       13


<PAGE>


     Person) which has the effect, directly or indirectly, of increasing the
     proportionate share of any class of equity or convertible securities of the
     Corporation or any Subsidiary which is directly or indirectly beneficially
     owned by any Related Person;

          (f) any agreement, contract or other arrangement providing for any of
     the transactions described in this section of the Certificate of
     Incorporation.

     (2) Such affirmative vote shall be required notwithstanding any other
provision of this Certificate of Incorporation, any provision of law or any
agreement with any national securities exchange which might otherwise permit a
lesser vote or no vote.

     (3) The term "Business Combination" as used in this section shall mean any
transaction which is referred to in any one or more of subparagraphs (a) through
(f) above.

     B. The provisions of Part A of this section shall not be applicable to any
particular Business Combination, and such Business Combination shall require
only such affirmative shareholder vote and such approval by the Board of
Directors as is required by any other provision of this Certificate of
Incorporation, any provision of law or any agreement with any national
securities exchange, if all of the conditions specified in either of the
following subparagraphs (1) or (2) are met:

     (1) The Business Combination shall have been approved by a majority of the
directors of the Corporation then in office.

     (2) All the following conditions have been met:

          (a) The aggregate amount of (x) cash and (y) 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 in such Business Combination shall be at least
     equal to the amount determined under sub-clauses (i) and (ii) below:

               (i) if the Related Person has acquired shares of the
          Corporation's common stock in a tender offer for or has requested or
          invited the tender of the Corporation's common stock in a transaction
          subject to the provisions of Section 14(d) of the Securities Exchange
          Act of 1934, the highest per share price (including any brokerage
          commissions, transfer taxes and soliciting dealers' fees) paid by the
          Related Person for any share of common stock acquired by it (a) within
          the one-year period immediately prior to the first public announcement
          of the proposal of the Business Combination (the "Announcement Date")
          or (b) in connection with the tender offer or request or invitation of
          tenders, whichever is higher;

               (ii) if the Related Person has not made such a tender offer for
          or invited or requested the tender of the Corporation's common stock,
          two time the highest Fair Market Value per share of the Corporation's
          common stock during the one-year period ending with the Announcement
          Date.


                                       14


<PAGE>


          (b) The consideration to be received by holders of a particular class
     of outstanding voting stock shall be in cash or in the same form as the
     Related Person has previously paid for shares of such class of voting
     stock. If the Related Person has paid for shares of any class of voting
     stock with varying forms of consideration, the form of consideration such
     class of voting stock shall be either cash or the form used to acquire the
     largest number of shares of such class of voting stock previously acquired
     by it.

     C. For the purpose of this section the following definitions apply:

               (1) The term "Related Person" shall mean and include (a) any
          individual, corporation, partnership or other person or entity which
          together with its "affiliates" (as that term is defined in Rule 12b-2
          of the General Rules and Regulations under the Securities Exchange Act
          of 1934), is the "beneficial owner" (as that term is defined in Rule
          13d-3 of the General Rules and Regulations under the Securities
          Exchange Act of 1934) in the aggregate of 10 percent or more of the
          outstanding shares of the common stock of the Corporation; and (b) any
          "affiliate" (as that term is defined in Rule 12b-2 under the
          Securities Exchange Act of 1934) of any such individual, corporation,
          partnership or other person or entity. Without limitation, any shares
          of the common stock of the Corporation which any Related Person has
          the right to acquire pursuant to any agreement, or upon exercise of
          conversion rights, warrants or options or otherwise, shall be deemed
          "beneficially owned" by such Related Person.

               (2) The term "Substantial Part" shall mean more than 25 percent
          of the total assets of the Corporation, as of the end of its most
          recent fiscal year ending prior to the time the determination is made.

               (3) The term "Fair Market Value" shall mean: (a) in the case of
          stock, the highest closing sale price during the 30-day period
          immediately preceding the date in question if a specific date for
          valuation thereof is specified or during the period in question if a
          period for valuation thereof is specified of a share of such stock on
          the Composite Tape for American Stock Exchange-Listed Stocks, or, if
          such stock is not quoted on the Composite Tape, on the America 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 highest closing
          price or closing bid quotation with respect to a share of such stock
          during the 30-day period preceding such date in question or during
          such period in question on the National Association of Securities
          Dealers, Inc. Automated 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 the Board of
          Directors, in good faith; and (b) 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 the Board of Directors in good faith.

               (4) In the event of any Business Combination in which the
          Corporation survives, the phrase "consideration other than cash to be
          received" as used in paragraph (2)(a) of Part B of this Article shall
          include the shares of common stock and/or the shares of any other
          class of outstanding voting stock retained by the holders of such
          shares.


                                       15


<PAGE>


     D. Nothing contained in this section shall be construed to relieve any
related Party from any fiduciary obligation imposed by law.

     E. If any question shall arise as to the applicability of this Article IX
or as to the interpretation of any of its provisions, such question shall be
resolved by the Board of Directors, and the Board's resolution shall be final
and binding.

     F. Notwithstanding any other provision of this Certificate of Incorporation
(and notwithstanding the fact that a lesser percentage may be permitted by law,
this Certificate of Incorporation or the by-laws of the Corporation), the
provisions of this Article IX may not be amended, altered, changed or repealed
in any respect, nor may any provision inconsistent herewith be adopted, unless
such action is approved by the affirmative vote of the holders of at least
three-quarters of all of the outstanding shares of common stock entitled to vote
thereon, said vote to take place at an annual or special meeting of the
Corporation's stockholders called for the purpose of considering such matter.

                                    ARTICLE X

                LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS

     A director or officer of the Corporation shall not be personally liable to
the Corporation or its shareholders for damages for breach of any duty owed to
the Corporation or its shareholders, except that such provision shall not
relieve a director or officer from liability for ant breach of duty based upon
an act or omission (i) in breach of such person's duty of loyalty to the
Corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law, or (iii) resulting in receipt by such person of an improper
personal benefit. If the New Jersey Business Corporation Act is amended after
approval by the shareholders of this provision to authorize corporate action
further eliminating or limiting the personal liability of directors officers,
then the liability of a director and/or officer of the Corporation shall be
eliminated or limited to the fullest extent permitted by the New Jersey Business
Corporation Act as so amended.