RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                                SUMMIT BANCORP.
                           (Restated June 18, 1997)


    	SUMMIT BANCORP., a corporation formed pursuant to the provisions of
the New Jersey Business Corporation Act (N.J.S.A. 14A: 1-1 et. seq.), hereby
restates its Certificate of Incorporation pursuant to the provisions of the
New Jersey Business Corporation Act (N.J.S.A. 14A:9-5).

    	1. The name of the Corporation is SUMMIT BANCORP.

    	2. The purposes for which the corporation is formed are:

                      A.     To engage in and carry on the business of a
     registered bank holding company.

			       B.	  To acquire, by purchase, subscription or
     otherwise, own, hold for investment or otherwise, use, sell, exchange,
     mortgage, pledge, hypothecate, create a security interest in, or
     otherwise deal with and dispose of, any and all securities, as
     hereinafter defined, and to possess and exercise any and all rights,
     powers and privileges of ownership of any and all such securities,
     including the right to vote thereon and to consent, assent or dissent
     with respect thereto for any and all purposes, and to issue or deliver
     its own securities in payment or exchange, in whole or in part, for
     any securities or to make payment therefor by any other lawful means;
     to aid by loan, subsidy or in any other lawful manner any corporation,
     firm, organization, association or other entity in which the
     Corporation may be or become interested through the direct or indirect
     holding of securities or in any other manner; to do any and all acts
     and things for the enhancement, protection or preservation of
     any securities which are in any manner, directly or indirectly, held
     or guaranteed by the Corporation, and to do any and all acts and
     things designed to accomplish any such purpose.

                         The term "securities", as used in this article,
     shall mean any and all shares, stocks, bonds, debentures, notes,
     acceptances, voting trust certificates, certificates of deposit,
     evidences of indebtedness, other obligations, certificates of any
     interest in or of the deposit of any of the foregoing, scrip, interim
     or other receipts, warrants or rights to subscribe for or purchase, or
     guarantees of, any of the foregoing, or any other interests or
     instruments commonly known as securities.

                      C.   To the extent permitted by law, to cause to be
     formed, organized, reorganized, consolidated, merged or liquidated and
     to take charge of, any corporation, firm, organization, association or
     other entity, foreign or domestic.

			       D.	  To the extent permitted by law, to furnish
     services to and perform services for, and to act in any representative
     capacity for, any corporation, firm, organization, association, or
     other entity in which the Corporation may be or become interested
     through the direct or indirect holding of securities or in any other
     manner, whether in the development, exploitation, promotion, operation,
     management, liquidation, or otherwise, of any of the business or
     property thereof or of any lawful enterprise related thereto.

                    E.     To make loans and give other forms of credit
     with or without security.

       			F.	  To borrow money for its corporate purposes; to
     draw, make, accept, endorse, execute, issue, deliver and negotiate
     bonds, debentures, promissory notes, drafts, bills of exchange and
     other negotiable or transferable instruments and to secure the payment
     thereof and the interest thereon by a deed or deeds of trust or by
     mortgage or pledge of or upon, or by the creation of a security
     interest in, all or any part of the property of the Corporation, real
     or personal, or any interest therein, wherever situated, whether at
     the time owned or thereafter acquired, and to sell, pledge, create a
     security interest in or otherwise dispose of such bonds, debentures,
     notes or other obligations.

                    G.   To purchase, lease or otherwise acquire, take,
     hold, own, use, improve, maintain, develop, complete, extend, manage,
     operate, mortgage or otherwise impose a lien upon or create a security
     interest in, sell, exchange, lease or otherwise dispose of or convey
     or transfer in any manner, buildings, storage and other facilities,
     real and personal property of all kinds, and any and all rights,
     interests or easements therein, without limit as to amount and
     wherever situated.

                    H.   To engage in any such activity directly or
     through a subsidiary or subsidiaries, and to take all acts deemed
     appropriate to promote the interest of such subsidiary or
     subsidiaries, including without limiting the foregoing, making
     contracts and incurring liabilities for the benefit of such
     subsidiary or subsidiaries; and transferring or causing to be
     transferred to any such subsidiary or subsidiaries assets of the
     Corporation.

                     I.   To guarantee the bonds, debentures, notes or
     other evidences of indebtedness issued, or obligations incurred by
     subsidiary companies in which the Corporation holds, directly or
     indirectly, at least a majority of the voting stock, or by any
     corporation, partnership, limited partnership, joint venture or other
     association where the Corporation has or may acquire a substantial
     interest in such corporation, partnership, limited partnership,
     joint venture or other association or where such guarantee is
     otherwise in furtherance of the interest of the Corporation.

                     J.   To provide that the obligations of such
     subsidiary companies may be convertible into, or exchangeable for,
     or carry rights or options to purchase or subscribe to, or both,
     shares of the Corporation of any class.
                  
                     K.   In general, to do any and all of the acts
     and things herein set forth to the same extent as natural persons
     could do, and in any part of the world, as principal, factor, agent,
     contractor or otherwise, either alone or in company with any person,
     entity, syndicate, partnership, association, corporation or others;
     to establish and maintain offices and agencies within and anywhere
     outside of the State of New Jersey; and to exercise all or any of its
     corporate powers and rights in the State of New Jersey and in any and
     all other states, territories, districts, possessions or dependencies
     of the United States of America and in any other countries or places.

                     L.      To do everything necessary, proper, advisable
     or convenient for the accomplishment of any of the purposes herein
     set forth and to do every other act and thing incidental thereto or
     connected therewith, provided the same be not forbidden by law.

	    3.	The total number of shares of capital stock authorized and
which may be issued by this Corporation is Two Hundred Sixty-Four Million
(264,000,000) shares, of which Two Hundred Sixty Million (260,000,000) shares
of One and 20/100 Dollars ($1.20) par value each shall be designated as Common
Stock, and of which Four Million (4,000,000) shares without par value shall
be designed as Preferred Stock.  All or any part of such authorized Common
Stock and Preferred Stock may be issued by the Corporation from time to time
and for such consideration as may be determined upon and fixed by the Board
of Directors as provided by law.

    	No holders of shares of Common Stock or Preferred Stock of the
Corporation shall be entitled, as such, as a matter of preemptive or
preferential right, to subscribe for or purchase any part of any new or
additional issue of shares of Common Stock or Preferred Stock, or any
treasury shares of Common Stock or Preferred Stock, or of securities of the
Corporation or of any subsidiary of the Corporation convertible into or
exchangeable for, or carrying rights or options to purchase or subscribe to,
or both, shares of any class whatsoever, whether now or hereafter authorized,
and whether issued for cash, property, services or otherwise.

          The Board of Directors of the Corporation is, pursuant to the New
Jersey Business Corporation Law (N.J.S.A. 14A:7-2), authorized to amend this
Restated Certificate of Incorporation of the Corporation so as (a) to divide
the authorized shares of Preferred Stock of the Corporation into series
within such class, (b) to determine the designation and the number of shares
of any such series, and (c) to determine the relative voting, dividend,
conversion, redemption, liquidation and other rights, preferences and
limitations of the authorized shares of Preferred Stock of the Corporation.

                     A.   Creation of Preferred Stock, Series R.
                          --------------------------------------
     A series of Preferred Stock of the Corporation, consisting of
     1,500,000 Shares, is hereby created and designated as "Series R
     Preferred Stock" (the "Series R Preferred Stock") which series of
     Preferred Stock shall have a stated value of $100 per share and the
     following rights and preferences:


     (a)   Dividends and Distributions.
           ----------------------------

		                (1)  	 Subject to the provisions for
     adjustment hereinafter set forth, the holders of shares of Series R
     Preferred Stock shall be entitled to receive, when, as and if declared
     by the Board of Directors out of funds legally available for the
     purpose, (i) cash dividends in an amount per share (rounded to the
     nearest cent) equal to one hundred (100) times the aggregate per share
     amount of all cash dividends declared or paid on the Common Shares,
     $1.20 par value per share, of the Corporation (the "Common Shares"),
     and (ii) a preferential cash dividend (the "Preferential Dividends"),
     if any, on the first business day of February, May, August and
     November of each year (each a "Quarterly Dividend Payment Date"),
     commencing on the first Quarterly Dividend Payment Date after the
     first issuance of a share or fraction of a share of Series R Preferred
     Stock in an amount equal to $1.00 per share of Series R Preferred
     Stock reduced (but not to an amount less than zero) by the per
     share amount of all cash dividends declared on the Series R Preferred
     Stock pursuant to clause (i) of this sentence since the immediately
     preceding Quarterly Dividend Payment Date or, with respect to the
     first Quarterly Dividend Payment Date, since the first issuance of
     any share or fraction of a share of Series R Preferred Stock.  In
     the event the Corporation shall, at any time after the issuance of
     any share or fraction of a share of Series R Preferred Stock, make
     any distribution on the Common Shares of the Corporation, whether by
     way of a dividend or a reclassification of stock, a recapitalization,
     reorganization or partial liquidation of the Corporation or otherwise,
     which is payable in cash or any debt security, debt instrument, real
     or personal property or any other property (other than cash dividends
     subject to the immediately preceding sentence, a distribution of
     Common Shares or other capital stock of the Corporation or a
     distribution of rights or warrants to acquire any such share,
     including any debt security convertible into or exchangeable
     for any such share, at a price less than the Fair Market Value
     (as hereinafter defined) of such share), then and in each such event
     the Corporation shall simultaneously pay on each then outstanding
     share of Series R Preferred Stock of the Corporation a distribution,
     in like kind, of one hundred (100) times such distribution paid on a
     Common Share (subject to the provisions for adjustment hereinafter set
     forth).  The dividends and distributions on the Series R Preferred
     Stock to which holders thereof are entitled pursuant to clause (i)
     of the first sentence of this paragraph and pursuant to the second
     sentence of this paragraph are hereinafter referred to as
     "Participating Dividends" and the multiple of such cash and non-cash
     dividends on the Common Shares applicable to the determination of the
     Participating Dividends, which shall be one hundred (100) initially
     but shall be adjusted from time to time as hereinafter provided, is
     hereinafter referred to as the "Dividend Multiple". In the event the
     Corporation shall at any time after August 28, 1989 declare or pay
     any dividend or make any distribution on Common Shares payable in
     Common Shares or any class or series thereof, or effect a
     subdivision or split or a combination, consolidation or reverse split
     of the outstanding Common Shares into a greater or lesser number of
     Common Shares, then in each such case the Dividend Multiple thereafter
     applicable to the determination of the amount of Participating
     Dividends which holders of shares of Series R Preferred Stock shall
     be entitled to receive shall be the Dividend Multiple applicable
     immediately prior to such event multiplied by a fraction the numerator
     of which is the number of Common Shares outstanding immediately after
     such event and the denominator of which is the number of Common Shares
     that were outstanding immediately prior to such event.
 
					             (2)	   The Corporation shall declare
     each Participating Dividend at the same time it declares any cash or
     non-cash dividend or distribution on the Common Shares in respect of
     which a Participating Dividend is required to be paid.  No cash or
     non-cash dividend or distribution on the Common Shares in respect of
     which a Participating Dividend is required to be paid shall be paid or
     set aside for payment on the Common Shares unless a Participating
     Dividend in respect of such dividend or distribution on the Common
     Shares shall be simultaneously paid, or set aside for payment, on the
     Series R Preferred Stock.

					             (3)    Preferential Dividends shall
     begin to accrue on outstanding shares of Series R Preferred Stock
     commencing with the Quarterly Dividend Payment Date next following the
     date of issuance of any shares of Series R Preferred Stock and shall
     accrue on and as of such date and each successive Quarterly Dividend
     Payment Date thereafter.  Accrued but unpaid Preferential Dividends
     shall cumulate but shall not bear interest.  Preferential Dividends
     paid on the shares of Series R Preferred Stock in an amount less than
     the total amount of such dividends at the time accrued and payable on
     such shares shall be allocated pro rata on a share-by-share basis
     among all such shares at the time outstanding.

     (b) Voting Rights.  The holders of shares
        --------------
     of Series R Preferred Stock shall have the following voting rights:

					             (1)    Subject to the provisions for
     adjustment hereinafter set forth, each share of Series R Preferred
     Stock shall entitle the holder thereof to one hundred (100) votes on
     all matters submitted to a vote of the shareholders of the Corporation.
     The number of votes which a holder of Series R Preferred Stock is
     entitled to cast, as the same may be adjusted from time to time as
     hereinafter provided, is hereinafter referred to as the "Vote
     Multiple."  In the event the Corporation shall at any time after
     August 28, 1989 declare or pay any dividend on Common Stock payable
     in Common Shares, or effect a subdivision or split or a combination,
     consolidation or reverse split of the outstanding Common Shares into
     a greater or lesser number of Common Shares, then in each such case
     the Vote Multiple thereafter applicable to the determination of the
     number of votes per share to which holders of shares of Series R
     Preferred Stock shall be entitled after such event shall be the Vote
     Multiple immediately prior to such event multiplied by a fraction
     the numerator of which is the number of Common Shares outstanding
     immediately after such event and the denominator of which is the
     number of Common Shares that were outstanding immediately prior to
     such event.

					             (2)    Except as otherwise provided
     herein, or by law, the Certificate of Incorporation or the By-laws,
     the holders of shares of Series R Preferred Stock and the holders
     of Common Shares shall vote together as one class on all matters
     submitted to a vote of shareholders of the Corporation.

             					(3)    If at the time of any annual
     meeting of shareholders of the Corporation for the election of
     directors, the Corporation shall have failed to pay the Preferential
     Dividends on the shares of the Series R Preferred Stock for six
     dividend payment periods, whether or not consecutive, or shall
     fail to pay in full such dividends, if any, as may accumulate on
     any other series of Preferred Stock for a period of 18 months
     (referred to herein as a "Dividend Payment Default"), the number
     of directors of the Corporation shall be increased by two and the
     holders of the all outstanding series of Preferred Stock in respect
     of which such a default in payment of dividends as described
     hereinabove exists, voting as a single class without regard to series,
     will be entitled to elect such additional two directors until full
     cumulative dividends for all past dividend periods upon all series
     of Preferred Stock have been paid or declared and set apart for
     payment.  If and when the full cumulative dividends on all
     series of Preferred Stock for all past dividend payment periods
     shall have been paid or declared and set apart for payment, the
     holders of Preferred Stock shall be divested of the foregoing special
     voting right, subject to revesting in the event of each and every
     subsequent Dividend Payment Default.  Upon the termination of each
     such special voting right, the term of office of each director
     elected by the holders of shares of Preferred Stock in respect of
     which a default exists in the payment of dividends as described
     hereinabove (herein referred to as a "Preferred Director") pursuant
     to such special voting right shall forthwith terminate and the number
     of directors constituting the Board of Directors shall be reduced by
     two.  Any Preferred Director may be removed by, and shall not be
     removed except by, the vote of the holders of record of the
     outstanding shares of Preferred Stock in respect of which such a
     default exists, voting together as a single class without regard to
     series, at a meeting of the shareholders, or of the holders of shares
     of such Preferred Stock, called for the purpose.  As long as a
     Dividend Payment Default shall continue (A) any vacancy in the
     office of a Preferred Director may be filled (except as provided
     in the following clause (B)) by an instrument in writing signed by
     the remaining Preferred Director and filed with the Corporation and
     (B) in the case of the removal of any Preferred Director, the vacancy
     may be filled by the vote of the holders of the outstanding shares of
     Preferred Stock in respect of which such a default exists, voting
     together as a single class without regard to series, at the same
     meeting at which such removal shall be voted or a subsequent meeting.
     Each director appointed as aforesaid by the remaining Preferred
     Director shall be deemed, for all purposes hereof, to be a Preferred
     Director.

					             (4)    Except as otherwise set forth
     herein or required by law, the Certificate of Incorporation or the
     By-laws, holders of Series R Preferred Stock shall have no special
     voting rights and their consent shall not be required (except to the
     extent they are entitled to vote with holders of Common Shares as set
     forth herein) for the taking of any corporate action.
 
     (c)     Certain Restrictions.
             ---------------------

        				      (1)	   Whenever Preferential
     Dividends or Participating Dividends are in arrears or the Corporation
     shall be in default of payment thereof, thereafter and until all
     accrued and unpaid Preferential Dividends and Participating Dividends,
     whether or not declared, on shares of Series R Preferred Stock
     outstanding shall have been paid or declared and a sum sufficient for
     the payment thereof set apart for payment, and in addition to any and
     all other rights which any holder of shares of Series R Preferred
     Stock may have in such circumstances, the Corporation shall not:

						                   (i)	declare or pay or set
                apart for payment dividends on, make any other distributions
                on, or redeem or purchase or otherwise acquire for
                consideration, any shares of stock ranking junior (either
                as to dividends or upon liquidation, dissolution or winding
                up) to the Series R Preferred Stock;

                   						(ii)	declare or pay or set
                apart for payment dividends on or make any other distributions
                on any shares of stock ranking on a parity as to dividends
                with the Series R Preferred Stock, unless dividends are paid
                ratably on the Series R Preferred Stock and all such parity
                stock on which dividends are payable or in arrears in
                proportion to the total amounts to which the holders of
                all such shares are then entitled if the full dividends
                accrued thereon were to be paid;

                      			(iii)	except as permitted
                by subparagraph (iv) of this paragraph (c)(1), redeem or
                purchase or otherwise acquire for consideration shares of
                any stock ranking on a parity (either as to dividends or
                upon liquidation, dissolution or winding up) with the Series
                R Preferred Stock, provided that the Corporation may at any
                time redeem, purchase or otherwise acquire shares of any
                such parity stock in exchange for shares of any stock of the
                Corporation ranking junior (both as to dividends and upon
                liquidation, dissolution or winding up) to the Series R
                Preferred Stock; or

                   						(iv)	purchase or otherwise
                acquire for consideration any shares of Series R Preferred
                Stock, or any shares of stock ranking on a parity with the
                Series R Preferred Stock (either as to dividends or upon
                liquidation, dissolution or winding up), except in accordance
                with a purchase offer made to all holders of such shares upon
                such terms as the Board of Directors, after consideration of
                the respective annual dividend rates and other relative rights
                and preferences of the respective series and classes, shall
                determine in good faith will result in fair and equitable
                treatment among the respective series or classes.

					             (2)	   The Corporation shall not
     permit any Subsidiary (as hereinafter defined) of the Corporation to
     purchase or otherwise acquire for consideration any shares of stock of
     the Corporation unless the Corporation could, under paragraph (1) of
     this Section (c), purchase or otherwise acquire such shares at such
     time and in such manner.  A "Subsidiary" of the Corporation shall mean
     any corporation or other entity of which securities or other ownership
     interests having ordinary voting power sufficient to elect a majority
     of the board of directors or other persons performing similar
     functions are beneficially owned, directly or indirectly, by the
     Corporation or by any corporation or other entity that is otherwise
     controlled by the Corporation.

					             (3)	   The Corporation shall not
     issue any shares of Series R Preferred Stock except upon exercise of
     rights issued pursuant to that certain Rights Agreement dated as of
     August 16, 1989 between the Corporation and First Chicago Trust
     Company of New York, as Rights Agent, a copy of which is on file with
     the Secretary of the Corporation at its principal executive office and
     shall be made available to shareholders of record without charge upon
     written request therefor addressed to said Secretary.  Notwithstanding
     the foregoing sentence, nothing contained in the provisions hereof
     shall prohibit or restrict the Corporation from issuing for any
     purpose any series of Preferred Stock with rights and privileges
     similar to, different from, or greater than, those of the Series R
     Preferred Stock.

     (d)  Reacquired Shares.  Any shares of
         ------------------
Series R Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof.  All such shares upon their retirement and cancellation
shall become authorized but unissued shares of Preferred Stock, without
designation as to series, and such shares may be reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors.

     (e)     Liquidation, Dissolution or Winding Up.
             ---------------------------------------
Upon the dissolution, liquidation or winding up of the Corporation, no
distribution shall be made (i) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding
up) to the Series R Preferred Stock unless the holders of shares of Series R
Preferred Stock shall have received, subject to adjustment as hereinafter
provided, (1) $1.00 per one-hundredth share ($100 per share) plus an amount
equal to accrued and unpaid dividends and distributions  thereon, whether or
not declared, to the date of such payment, or (2) if greater than the amount
specified in clause (i)(1) of this sentence, an amount equal to one hundred
(100) times the aggregate amount to be distributed per share to holders of
Common Shares, as the same may be adjusted as hereinafter provided, and (ii)
to the holders of stock ranking on a parity upon liquidation, dissolution
or winding up with the Series R Preferred Stock, unless simultaneously
therewith distributions are made ratably on the Series R Preferred Stock
and all other shares of such parity stock in proportion to the total amounts
to which the holders of shares of Series R Preferred Stock are entitled under
clause (i)(1) of this sentence and to which the holders of such parity shares
are entitled, in each case upon such liquidation, dissolution or winding up.
The amount to which holders of Series R Preferred Stock may be entitled upon
liquidation, dissolution or winding up of the Corporation pursuant to clause
(i)(2) of the foregoing sentence is hereinafter referred to as the
"Participating Liquidation Amount" and the multiple of the amount to be
distributed to holders of Common Shares upon the liquidation, dissolution
or winding up of the Corporation applicable, pursuant to said clause, to the
determination of the Participating Liquidation Amount, as said multiple may
be adjusted from time to time as hereinafter provided, is hereinafter referred
to as the "Liquidation Multiple".  In the event the Corporation shall at
any time after August 28, 1989 declare or pay any dividend on Common Shares
payable in Common Shares or any class or series thereof, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding Common Shares into a greater or lesser number of Common Shares,
then in each such case the Liquidation Multiple thereafter applicable to the
determination of the Participating Liquidation Amount to which holders of
Series R Preferred Stock shall be entitled after such event shall be the
Liquidation Multiple applicable immediately prior to such event multiplied
by a fraction the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.
The sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all the property
and assets of the Corporation shall not be deemed a dissolution, liquidation
or winding up of the Corporation for the purposes of this Section (e), nor
shall the merger or consolidation of the Corporation into or with any other
corporation or association or the merger or consolidation of any other
corporation or association into or with the Corporation, be deemed to be a
dissolution, liquidation or winding up of the Corporation for the purposes
of this Section (e).

     (f) Certain Reclassifications and Other Events.
         -------------------------------------------

					             (1)	   In the event that holders of
     Common Shares of the Corporation receive after August 28, 1989 in
     respect of their Common Shares any share of capital stock of the
     Corporation (other than any Common Shares of the Corporation of the
     same class and series as such outstanding Common Shares), whether
     by way of reclassification, recapitalization, reorganization,
     dividend or other distribution or otherwise (a "Transaction"), then
     and in each such event the dividend rights, voting rights and rights
     upon the liquidation, dissolution or winding up of the Corporation
     of the shares of Series R Preferred Stock shall be adjusted so that
     after such event the holders of Series R Preferred Stock shall be
     entitled, in respect of each share of Series R Preferred Stock held,
     in addition to such rights in respect thereof to which such holder
     was entitled immediately prior to such adjustment, to (i) such
     additional dividends as equal the Dividend Multiple in effect
     immediately prior to such Transaction multiplied by the additional
     dividends which the holder of a Common Share shall be entitled to
     receive by virtue of the receipt in the Transaction of such capital
     stock; (ii) such additional voting rights as equal the Vote Multiple
     in effect immediately prior to such Transaction multiplied by the
     additional voting rights which the holder of a Common Share shall
     be entitled to receive by virtue of the receipt in the Transaction
     of such capital stock; and (iii) such additional distributions upon
     liquidation, dissolution or winding up of the Corporation as equal
     the Liquidation Multiple in effect immediately prior to such
     Transaction multiplied by the additional amount which the holder of
     a Common Share shall be entitled to receive upon liquidation,
     dissolution or winding up of the Corporation by virtue of the
     receipt in the Transaction of such capital stock, as the case may be,
     all as provided by the terms of such capital stock.


					             (2)	   In the event that all holders
     of Common Shares of the Corporation receive after August 28, 1989 in
     respect of their Common Shares any right or warrant to purchase
     Common Shares (including as such a right, for all purposes of this
     paragraph, any security convertible into or exchangeable for Common
     Shares) at a purchase price per share less than the Fair Market
     Value of a Common Share on the date of issuance of such right or
     warrant, then and in each such event the dividend rights, voting
     rights and rights upon the liquidation, dissolution or winding up of
     the Corporation of the shares of Series R Preferred Stock shall each
     be adjusted so that after such event the Dividend Multiple, the Vote
     Multiple and the Liquidation Multiple shall each be the product of
     the Dividend Multiple, the Vote Multiple and the Liquidation
     Multiple, as the case may be, in effect immediately prior to such
     event multiplied by a fraction the numerator of which shall be the
     number of Common Shares outstanding immediately before such issuance
     of rights or warrants plus the maximum number of Common Shares which
     could be acquired upon exercise in full of all such rights or
     warrants and the denominator of which shall be the number of Common
     Shares outstanding immediately before such issuance of rights or
     warrants plus the number of Common Shares which could be purchased,
     at the Fair Market Value of the Common Shares at the time of such
     issuance, by the maximum aggregate consideration payable upon
     exercise in full of all such rights or warrants.

					             (3)	   In the event that holders
     of Common Shares of the Corporation receive after August 28, 1989 in
     respect of their Common Shares any right or warrant to purchase
     capital stock of the Corporation (other than Common Shares of any
     class or series), including as such a right, for all purposes of this
     paragraph, any security convertible into or exchangeable for capital
     stock of the Corporation (other than Common Shares of any class or
     series), at a purchase price per share less than the Fair Market
     Value of such shares of capital stock on the date of issuance of such
     right or warrant, then and in each such event the dividend rights,
     voting rights and rights upon liquidation, dissolution or winding up
     of the Corporation of the shares of Series R Preferred Stock shall
     each be adjusted so that after such event each holder of a share of
     Series R Preferred Stock shall be entitled, in respect of each share
     of Series R Preferred Stock held, in addition to such rights in
     respect thereof to which such holder was entitled immediately
     prior to such event, to receive (i) such additional dividends as
     equal the Dividend Multiple in effect immediately prior to such
     event multiplied, first, by the additional dividends to which the
     holder of a Common Share shall be entitled upon exercise of such
     right or warrant by virtue of the capital stock which could be
     acquired upon such exercise and multiplied again by the Discount
     Fraction (as hereinafter defined); (ii) such additional voting
     rights as equal the Vote Multiple in effect immediately prior to
     such event multiplied, first, by the additional voting rights to
     which the holder of a Common Share shall be entitled upon exercise
     of such right or warrant by virtue of the capital stock which could
     be acquired upon such exercise and multiplied again by the Discount
     Fraction; and (iii) such additional distributions upon liquidation,
     dissolution or winding up of the Corporation as equal the Liquidation
     Multiple in effect immediately prior to such event multiplied,
     first, by the additional amount which the holder of a Common Share
     shall be entitled to receive upon liquidation, dissolution or winding
     up of the Corporation upon exercise of such right or warrant by
     virtue of the capital stock which could be acquired upon such
     exercise and multiplied again by the Discount Fraction.  For purposes
     of this paragraph, the "Discount Fraction" shall be a fraction the
     numerator of which shall be the difference between the Fair Market
     Value of a share of the capital stock subject to a right or warrant
     distributed to holders of Common Shares of the Corporation as
     contemplated by this paragraph immediately after the distribution
     thereof and the purchase price per share for such share of capital
     stock pursuant to such right or warrant and the denominator of which
     shall be the Fair Market Value of a share of such capital stock
     immediately after the distribution of such right or warrant.

					             (4)	   For purposes hereof, the
     "Fair Market Value" of a share of capital stock of the Corporation
     (including a Common Share) on any date shall be deemed to be the
     average of the daily closing price per share thereof over the 30
     consecutive Trading Days (as such term is hereinafter defined)
     immediately prior to such date; provided, however, that, in the event
     that such Fair Market Value of any such share of capital stock is
     determined during a period which includes any date that is within 30
     Trading Days after (i) the ex-dividend date for a dividend or
     distribution on stock payable in shares of such stock or securities
     convertible into shares of such stock, or (ii) the effective date of
     any subdivision, split, combination, consolidation, reverse stock
     split or reclassification of such stock, then, and in each such case,
     the Fair Market Value shall be appropriately adjusted by the Board of
     Directors of the Corporation to take into account ex-dividend or
     post-effective date trading.  The closing price for any day shall be
     the last sale price, regular way, or, in case no such sale takes
     place on such day, the average of the closing bid and asked prices,
     regular way (in either case, as reported in the applicable
     transaction reporting system with respect to securities listed or
     admitted to trading on the New York Stock Exchange), or, if the
     shares are not listed or admitted to trading on the New York Stock
     Exchange, as reported in the applicable transaction reporting system
     with respect to securities listed on the principal national
     securities exchange on which the shares are listed or admitted to
     trading or, if the shares are not listed or admitted to trading on
     any national securities exchange, the last quoted price or, if not
     so quoted, the average of the high bid and low asked prices in the
     over-the-counter market, as reported by the National Association of
     Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or
     such other system then in use, or if on any such date the
     shares are not quoted by any such organization, the average of the
     closing bid and asked prices as furnished by a professional market
     maker making a market in the shares selected by the Board of
     Directors of the Corporation.  The term "Trading Day" shall mean a
     day on which the principal national securities exchange on which the
     shares are listed or admitted to trading is open for the transaction
     of business or, if the shares are not listed or admitted to trading
     on any national securities exchange, on which the New York Stock
     Exchange or such other national securities exchange as may be
     selected by the Board of Directors of the Corporation is open.  If
     the shares are not publicly held or not so listed or traded on any
     day within the period of 30 Trading Days applicable to the
     determination of Fair Market Value thereof as aforesaid, "Fair Market
     Value" shall mean the fair market value thereof per share as
     determined in good faith by the Board of Directors of the
     Corporation.  In either case referred to in the foregoing sentence,
     the determination of Fair Market Value shall be described in a
     statement filed with the Secretary of the Corporation.

     (g) Consolidation, Merger, etc.   In case
         ---------------------------
the Corporation shall enter into any consolidation, merger, combination or
other transaction in which the Common Shares are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any
such case each outstanding share of Series R Preferred Stock shall at the
same time be similarly exchanged for or changed into the aggregate amount
of stock, securities, cash and/or other property (payable in like kind), as
the case may be, for which or into which each Common Share is changed or
exchanged multiplied by the highest of the Dividend Multiple, the Vote
Multiple or the Liquidation Multiple in effect immediately prior to such
event.

     (h) Effective Time of Adjustments.
         ------------------------------

                  (1)	   Adjustments to the Series R
     Preferred Stock required by the provisions hereof shall be effective
     as of the time at which the event requiring such adjustments occurs.

					             (2)	   The Corporation shall give
     prompt written notice to each holder of a share of Series R Preferred
     Stock of the effect of any adjustment to the voting rights, dividend
     rights or rights upon liquidation, dissolution or winding up of the
     Corporation of such shares required by the provisions hereof.
     Notwithstanding the foregoing sentence, the failure of the Corporation
     to give such notice shall not affect the validity of or the force or
     effect of or the requirement for such adjustment.

     (i) No Redemption.  The shares of Series
         --------------
R Preferred Stock shall not be redeemable at the option of the Corporation or
any holder thereof.  Notwithstanding the foregoing sentence of this Section,
the Corporation may acquire shares of Series R Preferred Stock in any other
manner permitted by law, the provisions hereof and the Certificate of
Incorporation of the Corporation.
 
     (j) Ranking.  Unless otherwise provided
         --------
in the Certificate of Incorporation of the Corporation or a Certificate of
Amendment relating to a subsequent series of preferred stock of the
Corporation, the Series R Preferred Stock shall rank junior to all other
series of the Corporation's Preferred Stock as to the payment of dividends
and the distribution of assets on liquidation, dissolution or winding up and
senior to the Common Shares.

     (k) Conversion or Exchange.  The holders
         -----------------------
of shares of Series R Preferred Stock shall not have any rights to convert
such shares into or exchange such shares for Common Shares of the Corporation
or any other stock of the Corporation.

     (l) Preemptive Rights.  Shares of the
         ------------------
Series R Preferred Stock are not entitled to any preemptive rights.

     (m) Amendment.  Unless the vote or
         ----------
consent of the holders of a greater number of shares shall then be required
by law, the consent of the holders of at least 66-2/3% of all of the shares
of this Series R Preferred Stock at the time outstanding given in person or
by proxy, either in writing or by a vote at a meeting called for the purpose,
on which matter the holders of shares of this Series R Preferred Stock shall
vote together as a separate class, shall be necessary to authorize, effect or
validate any amendment, alteration or repeal of any of the provisions of the
Restated Certificate of Incorporation of the Corporation or of any
certificate amendatory or supplemental thereto which amendment, alteration
or repeal would, if effected, adversely affect the preferences, rights,
powers or privileges of this Series R Preferred Stock.

	    4.	The location of the current registered office of the
Corporation in this State is 301 Carnegie Center, P. O. Box 2066, Princeton,
New Jersey 08543-2066, and the name of the current agent therein and in
charge thereof upon whom process against this Corporation may be served is
Richard F. Ober, Jr.

	    5.	The current Board of Directors consists of eighteen persons
whose names and addresses are as follows:

        S. RODGERS BENJAMIN         Chairman
                                            Flemington Fur Company
                                            8 Spring Street
                                            Flemington, NJ 08822
        ROBERT L. BOYLE                     Publisher Emeritus 
                                             of the Dispatch
                                            7 Orchard Lane
                                            Rumson, NJ 07760

        JAMES C. BRADY, JR.         Partner
                                            Mill House Associates, Inc.
                                            Box 351
                                            Gladstone, NJ 07934

        JOHN G. COLLINS             Vice Chairman
                                            Summit Bancorp.
                                            301 Carnegie Center
                                            P.O. Box 2066
                                            Princeton, NJ 08543-2066

        ROBERT G. COX               President
                                            Summit Bancorp.
                                            301 Carnegie Center
                                            P.O. Box 2066
                                            Princeton, NJ 08543-2066

        T. J. DERMOT DUNPHY         President & CEO
                                            Sealed Air Corporation
                                            Park 80 Plaza East
                                            Saddle Brook, NJ 07662

        ANNE EVANS ESTABROOK        Owner
                                            Elberon Development Co.
                                            P.O. Box 677
                                            Kenilworth, NJ 07033-0677

        ELINOR J. FERDON            Professional Volunteer
                                            Litchfield Way
                                            P.O. Box 255
                                            Alpine, NJ  07620

        FRED G. HARVEY              Vice President
                                            E. & E. Corp.
                                            225 West 2nd Street
                                            Bethlehem, PA  18015


        JOHN R. HOWELL              Chairman
                                            First Valley Corporation
                                            One Bethlehem Plaza
                                            Bethlehem, PA  18018


        FRANCIS J. MERTZ             President
                                            Fairleigh Dickinson University
                                            1000 River Road
                                            Teaneck, NJ 07666

        GEORGE L. MILES, JR.           President & CEO
                                            WQED Pittsburgh
                                            4802 Fifth Avenue
                                            Pittsburgh, PA 15213

        HENRY S. PATTERSON II          President
                                            E'town Corporation
                                            P.O. Box 788
                                            Westfield, NJ 07091

        T. JOSEPH SEMROD               Chairman and CEO
                                            Summit Bancorp.
                                            301 Carnegie Center
                                            P.O. Box 2066
                                            Princeton, NJ 08543-2066

        RAYMOND SILVERSTEIN            Consultant
                                            Alloy, Silverstein, Shapiro, Adams
                                             Mulford & Co.
                                            900 North Kings Highway
                                            Cherry Hill, NJ 08034

        ORIN R. SMITH                  Chairman and CEO
                                            Engelhard Corporation
                                            101 Wood Avenue
                                            Iselin, NJ 08830

        JOSEPH M. TABAK                President and CEO
                                            JPC Enterprises, Inc.
                                            30 South Adelaide Avenue
                                            Penthouse F
                                            Highland Park, NJ 08904

        DOUGLAS G. WATSON              President
                                            Pharmaceuticals Division
                                            Ciba-Geigy Corporation
                                            556 Morris Avenue
                                            Summit, NJ 07901


		   The Board of Directors shall consist of not less than five (5)
persons and not more than forty (40) persons, as may be determined from time
to time in the discretion of the Board of Directors.

		   Except as otherwise provided by statute, by this Restated
Certificate of Incorporation as the same may be amended from time to time,
or by By-Laws as the same may be amended from time to time, all corporate
powers may be exercised by the Board of Directors.  Without limiting the
foregoing, the Board of Directors shall have power, without shareholders'
action:

			       A.	  To authorize and cause to be executed and/or
     issued mortgages, liens, bonds, debentures or other obligations
     including bonds, debentures or other obligations convertible into,
     or exchangeable for stock of any class, or bearing, warrants or other
     evidences of optional rights to purchase or subscribe to, or both,
     stock of any class, upon the terms, in the manner and under the
     condition fixed by resolution of the Board of Directors prior to the
     issue thereof, secured or not secured, upon the real and personal or
     other property of the Corporation, or any part thereof, provided that
     a majority of the whole Board of Directors concur therein by
     resolution or in writing.

			       B.	  With the sanction of a resolution passed by
     the holders of two-thirds of the shares issued and outstanding at
     any annual or special meeting of shareholders duly called for that
     purpose, to sell, assign, transfer or otherwise dispose of all the
     rights, franchises and property of the Corporation as an entirety;
     and any such sale may be wholly or partly in consideration of the
     bonds, mortgages, debenture obligations, securities or evidences of
     indebtedness, or shares of the capital stock, of any corporation or
     corporations of any state, territory or foreign country, formed or
     to be formed for the purpose of purchasing the same.

			       C.	  To loan money to, or guarantee an obligation
     of, or otherwise assist any officer or other employee of the
     Corporation or of any subsidiary, including an officer or employee
     who is also a director of the Corporation, whenever, in the judgment
     of the Board of Directors, such loan, guarantee, or assistance may
     reasonably be expected to benefit the Corporation.

			       D.	  To designate three (3) or more of their number
     to constitute an executive committee, which committee shall for the
     time being and subject to the control and direction of the Board of
     Directors have and exercise all the powers of the Board of Directors
     which may be lawfully delegated for the management of the business
     and affairs of the Corporation, and shall have power to authorize the
     seal of the Corporation to be affixed to all papers which may require
     it.

	    6.	Except to the extent prohibited by law, no Director or officer
of the Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation or
its shareholders, provided that a Director or officer shall not be relieved
from liability for any breach of duty based upon an act or omission (a) in
breach of such person's duty of loyalty to the Corporation or its
shareholders, (b) not in good faith or involving a knowing violation of law
or (c) resulting in receipt by such person of an improper personal benefit.
Neither the amendment or repeal of this Article 7, nor the adoption of any
provision of this Restated Certificate of Incorporation inconsistent with
this Article 7, shall eliminate or reduce the effect of this Article 7 in
respect of any matter which occurred, or any cause of action, suit or claim
which but for this Article 7 would have accrued or arisen, prior to such
amendment, repeal or adoption.

	    7.	Except as may be otherwise provided in respect of directors
to be elected by the holders of Preferred Stock, or any series thereof, by
the terms of any resolution or resolutions of the Board of Directors
providing for any series of Preferred Stock adopted pursuant to the
provisions of Article 3 hereof, the Board of Directors shall be classified,
with respect to the time for which directors shall hold office, into three
classes, as determined by the Board of Directors, each as nearly equal in
number as possible.  At the annual meeting of the shareholders of the
Corporation at which this Article 8 is adopted, the first such class of
directors shall be elected for a term expiring upon the next following
annual meeting of shareholders and upon the election and qualification of
their respective successors, the second such class of directors shall be
elected for a term expiring upon the second following annual meeting of
shareholders and upon the election and qualification of their respective
successors, and the third such class of directors shall be elected
for a term expiring upon the third following annual meeting of shareholders
and upon the election and qualification of their respective successors.  At
each annual meeting of shareholders following the annual meeting at which
this Article 8 is adopted, directors of the class of directors whose term
expires at such annual meeting shall be elected for a term expiring upon the
third following annual meeting of shareholders and upon the election and
qualification of their respective successors.  Whenever the number of
directors constituting the whole Board of Directors is changed, except as
may be otherwise provided in respect of directors to be elected by the
holders of Preferred Stock, or any series thereof, by the terms of any
resolution or resolutions of the Board of Directors providing for any series
of Preferred Stock adopted pursuant to the provisions of Article 3 hereof,
any increase or decrease in the number of directors shall be apportioned
by the Board of Directors among the three classes so as to maintain all the
classes as equal in number as possible, and each such director shall hold
office until the next annual meeting of shareholders and until such
director's successor shall have been elected and qualified; provided,
however, that no decrease in the number of directors shall effect the
then-current term of any director then in office.

		   A director may be disqualified from office as required by
law or under any applicable rules, regulations or orders of any federal or
state regulatory authority or by provisions of general applicability in the
Restated Certificate of Incorporation or By-Laws adopted prior to such
director's election.

		   Any action by the Board of Directors or shareholders creating
one or more vacancies on the Board of Directors by increasing the authorized
number of directors shall be effective only if such action has received the
affirmative vote, in the case of the Board of Directors, of eighty percent
(80%) or more of the directors then holding office or, in the case of the
shareholders, of eighty percent (80%) or more of the combined voting power
of the then outstanding shares of all classes and series of stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

	    8.	Subject to the rights of the holders of shares of any series
of Preferred Stock or any other class of stock or series thereof having a
preference over the Common Stock as to dividends or upon liquidation, any
action required or permitted to be taken by the shareholders of the
Corporation must be effected exclusively either at a duly called annual or
special meeting of shareholders of the Corporation or by the unanimous (but
no less than unanimous) written consent of the shareholders.

	    9. In addition to any requirements of law and any other
provision of the Restated Certificate of Incorporation of the Corporation or
any resolution or resolutions of the Board of Directors providing for any
series of Preferred Stock adopted pursuant to Article 3 hereof (and
notwithstanding the fact that approval by a lesser vote may be permitted by
law, any other Article, or other provisions hereof or any such resolution or
resolutions), the affirmative vote of the holders of eighty percent (80%) or
more of the combined voting power of the then outstanding shares of all
classes and series of stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, shall be
required to amend, alter or repeal, or adopted any provision or take action
inconsistent with, this Article 10 or Articles 8 or 9 hereof.