Exhibit (3)A.
                                                 Restated 8/16/99

                            RESTATED
                  CERTIFICATE OF INCORPORATION
                                OF
                         SUMMIT BANCORP.



      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 Three Hundred  Ninety-Six  Million  (396,000,000)
shares,  of which Three Hundred  Ninety Million  (390,000,000)  shares of Eighty
Cents  ($0.80) par value each shall be  designated as Common Shares (the "Common
Stock"),  and of which Six Million (6,000,000) shares without par value shall be
designed as Preferred  Shares (the "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 Series S Preferred Shares. A series of Preferred Stock
     of the  Corporation,  consisting  of 2,000,000  shares,  be, and hereby is,
     created  and  designated  as "Series S  Preferred  Shares"  (the  "Series S
     Preferred Stock"), which shall have a stated value of $16,400 per share and
     shall have the powers, preferences and relative participating,  optional or
     other special rights, and the  qualifications,  limitations or restrictions
     thereof, as follows:
          (1)  Dividends and Distributions.

                (a) Subject to the  provisions for  adjustment  hereinafter  set
          forth,  and  subject to the rights of the holders of any shares of any
          series of Preferred  Shares ranking prior and superior to the Series S
          Preferred  Stock with respect to  dividends,  the holders of shares of
          Series S 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 100 times the aggregate per share amount of all
          cash  dividends  declared  or  paid on the  Common  Stock  and  (ii) a
          preferential cash dividend (the "Preferential Dividends"),  if any, in
          preference to the holders of Common Stock,  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 S Preferred Stock, payable in an amount (except in the
          case of the first Quarterly  Dividend Payment if the date of the first
          issuance of Series S Preferred  Stock is a date other than a Quarterly
          Dividend  Payment date, in which case such payment shall be a prorated
          portion  of such  amount)  equal  to  $25.00  per  share  of  Series S
          Preferred  Stock  less the per  share  amount  of all  cash  dividends
          declared  on the Series S  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 S Preferred  Stock. In the event the Corporation  shall, at any
          time after the  issuance of any share or fraction of a share of Series
          S Preferred Stock, make any distribution on the shares of Common Stock
          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 shares of Common Stock or other
          capital stock of the Corporation or a distribution of options,  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 of
          Common Stock),  then, and in each such event,  the  Corporation  shall
          simultaneously  pay  on  each  then  outstanding  share  of  Series  S
          Preferred Stock of the  Corporation a  distribution,  in like kind, of
          100 times such  distribution  paid on a share of Common Stock (subject
          to the provisions for adjustment hereinafter set forth). The dividends
          and  distributions  on the Series S 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 "Dividends"  and the multiple of such
          cash and  non-cash  dividends on the Common  Stock  applicable  to the
          determination of the Dividends, which shall be 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 16, 1999 declare or pay any dividend or
          make any  distribution  on Common  Stock  payable  in shares of Common
          Stock,   or  effect  a   subdivision   or  split  or  a   combination,
          consolidation  or reverse  split of the  outstanding  shares of Common
          Stock into a greater or lesser number of shares of Common Stock,  then
          in each such case the Dividend Multiple  thereafter  applicable to the
          determination  of the amount of Dividends  which  holders of shares of
          Series S 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
          shares of Common Stock  outstanding  immediately  after such event and
          the  denominator of which is the number of shares of Common Stock that
          were outstanding immediately prior to such event.

                (b) The Corporation shall declare each Dividend at the same time
          it declares  any cash or  non-cash  dividend  or  distribution  on the
          Common Stock in respect of which a Dividend is required to be paid. No
          cash or  non-cash  dividend  or  distribution  on the Common  Stock in
          respect of which a Dividend  is  required  to be paid shall be paid or
          set aside for payment on the Common Stock unless a Dividend in respect
          of  such  dividend  or  distribution  on the  Common  Stock  shall  be
          simultaneously  paid,  or set  aside  for  payment,  on the  Series  S
          Preferred Stock.

                (c) Preferential  Dividends shall begin to accrue on outstanding
          shares of Series S Preferred Stock from the Quarterly Dividend Payment
          Date next  preceding  the date of  issuance  of any shares of Series S
          Preferred  Stock.  Accrued  but unpaid  Preferential  Dividends  shall
          cumulate but shall not bear interest.  Preferential  Dividends paid on
          the  shares of  Series S  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.

           (2) Voting Rights.  The holders of shares of Series S Preferred Stock
           shall have the following voting rights:

                (a) Subject to the  provisions for  adjustment  hereinafter  set
          forth, each share of Series S Preferred Stock shall entitle the holder
          thereof to 100 votes on all matters submitted to a vote of the holders
          of the Common  Stock.  The number of votes  which a holder of Series S
          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 16, 1999  declare or pay any  dividend  on Common  Stock
          payable in shares of Common Stock, or effect a subdivision or split or
          a  combination,  consolidation  or  reverse  split of the  outstanding
          shares of Common  Stock into a greater  or lesser  number of shares of
          Common  Stock,  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 S 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
          shares of Common Stock  outstanding  immediately  after such event and
          the  denominator of which is the number of shares of Common Stock that
          were outstanding immediately prior to such event.

               (b) Except as otherwise provided in this Restated  Certificate of
          Incorporation  or by law,  the holders of shares of Series S Preferred
          Stock and the holders of shares of Common Stock shall vote together as
          one class on all matters  submitted to a vote of  stockholders  of the
          Corporation.

                (c) In the event that the Preferential  Dividends accrued on the
          Series S Preferred Stock for four or more quarterly  dividend periods,
          whether  consecutive  or not, shall not have been declared and paid or
          irrevocably set aside for payment,  the holders of record of Preferred
          Stock  of the  Corporation  of all  series  (including  the  Series  S
          Preferred Stock), other than any series in respect of which such right
          is expressly  withheld by this Restated  Certificate of Incorporation,
          shall have the right, at the next meeting of  shareholders  called for
          the  election  of  directors,  to elect  two  members  to the Board of
          Directors, which directors shall be in addition to the number required
          prior to such event,  to serve until the next Annual Meeting and until
          their   successors   are  elected  and   qualified  or  their  earlier
          resignation,  removal or  incapacity or until such earlier time as all
          accrued and unpaid Preferential  Dividends upon the outstanding shares
          of Series S Preferred  Stock shall have been paid (or  irrevocably set
          aside  for  payment)  in full.  The  holders  of  shares  of  Series S
          Preferred Stock shall continue to have the right to elect directors as
          provided by the immediately  preceding  sentence until all accrued and
          unpaid Preferential  Dividends upon the outstanding shares of Series S
          Preferred  Stock  shall have been paid (or set aside for  payment)  in
          full. Such directors may be removed and replaced by such shareholders,
          and  vacancies  in  such  directorships  may be  filled  only  by such
          shareholders   (or  by  the   remaining   director   elected  by  such
          shareholders,  if  there  be  one)  in the  manner  permitted  by law;
          provided, however, that any such action by shareholders shall be taken
          at a meeting of shareholders and shall not be taken by written consent
          thereto.

               (d) Except as otherwise required by this Restated  Certificate of
          Incorporation  or by law or set  forth  herein,  holders  of  Series S
          Preferred  Stock shall have no other  special  voting rights and their
          consent shall not be required  (except to the extent they are entitled
          to vote with  holders  of Common  Stock as set forth  herein)  for the
          taking of any corporate action.

          (3)  Certain Restrictions.

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

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

                     (ii)  declare  or  pay  dividends  on  or  make  any  other
               distributions  on any  shares of stock  ranking on a parity as to
               dividends with the Series S Preferred Stock, unless dividends are
               paid ratably on the Series S 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  3(a),  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 S 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 S Preferred
               Stock; or

                      (iv) purchase or otherwise  acquire for  consideration any
               shares  of  Series S  Preferred  Stock,  or any  shares  of stock
               ranking on a parity with the Series S 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.

                 (b)  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 (a) of this Section 3,
          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  of such  corporation  or other  entity  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.
                     (c) The Corporation  shall not issue any shares of Series S
          Preferred Stock except upon exercise of Rights issued pursuant to that
          certain  Rights  Agreement  dated  as of June  16,  1999  between  the
          Corporation  and First  Chicago  Trust  Company of New York, as Rights
          Agent,  as it may be amended  from time to time, 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  of  this  Subarticle  A 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 S Preferred Stock.

           (4)  Reacquired  Shares.  Any  shares  of  Series S  Preferred  Stock
     purchased or otherwise acquired by the Corporation in any manner whatsoever
     shall be retired and cancelled promptly after the acquisition  thereof. All
     such shares 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.

           (5)  Liquidation,  Dissolution  or Winding Up. Upon any  voluntary or
     involuntary liquidation,  dissolution 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 S Preferred  Stock unless the holders of shares of Series
     S Preferred  Stock shall have received for each share of Series S Preferred
     Stock, subject to adjustment as hereinafter  provided,  (A) $16,400 plus an
     amount equal to accrued and unpaid  dividends  and  distributions  thereon,
     whether or not  declared,  to the date of such  payment  or, (B) if greater
     than the amount  specified  in clause  (i)(A) of this  sentence,  an amount
     equal to 100 times the  aggregate  amount  to be  distributed  per share to
     holders  of  Common  Stock,  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 S Preferred  Stock,
     unless  simultaneously  therewith  distributions  are made  ratably  on the
     Series S  Preferred  Stock and all other  shares  of such  parity  stock in
     proportion  to the total amounts to which the holders of shares of Series S
     Preferred  Stock are entitled  under clause  (i)(A) 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 S Preferred Stock may be entitled upon  liquidation,  dissolution or
     winding up of the  Corporation  pursuant to clause  (i)(B) 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
     shares of Common Stock 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 16, 1999  declare or pay any dividend on Common Stock  payable
     in  shares  of  Common  Stock,  or  effect  a  subdivision  or  split  or a
     combination,  consolidation  or reverse split of the outstanding  shares of
     Common  Stock  into a greater or lesser  number of shares of Common  Stock,
     then, in each such case, the Liquidation Multiple thereafter  applicable to
     the determination of the Participating  Liquidation Amount to which holders
     of Series S 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 shares of Common
     Stock outstanding immediately after such event and the denominator of which
     is the number of shares of Common Stock that were  outstanding  immediately
     prior to such event.

          (6)  Certain Reclassifications and Other Events.

               (a) In the event that  holders  of shares of Common  Stock of the
          Corporation  receive after August 16, 1999, in respect of their shares
          of Common Stock any share of capital stock of the  Corporation  (other
          than any share of Common Stock of the Corporation),  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 S  Preferred  Stock  shall be  adjusted so that after
          such event the holders of Series S Preferred  Stock shall be entitled,
          in respect of each share of Series S 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 share of Common  Stock 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 share of Common  Stock 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 share of Common Stock 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.

               (b) In the event that  holders  of shares of Common  Stock of the
          Corporation  receive after August 16, 1999, in respect of their shares
          of  Common  Stock  any  right or  warrant  to  purchase  Common  Stock
          (including as such a right,  for all purposes of this  paragraph,  any
          security  convertible  into or  exchangeable  for  Common  Stock) at a
          purchase price per share less than the Fair Market Value of a share of
          Common  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 the liquidation,  dissolution or winding up of the Corporation of
          the shares of Series S 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 shares of
          Common Stock outstanding immediately before such issuance of rights or
          warrants plus the maximum number of shares of Common Stock which could
          be acquired  upon  exercise in full of all such rights or warrants and
          the denominator of which shall be the number of shares of Common Stock
          outstanding  immediately  before  such  issuance of rights or warrants
          plus the number of shares of Common Stock which could be purchased, at
          the  Fair  Market  Value  of the  Common  Stock  at the  time  of such
          issuance, by the maximum aggregate consideration payable upon exercise
          in full of all such rights or warrants.

               (c) In the event that  holders  of shares of Common  Stock of the
          Corporation  receive after August 16, 1999, in respect of their shares
          of Common Stock any right or warrant to purchase  capital stock of the
          Corporation  (other than shares of Common Stock),  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 Stock), 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 S  Preferred  Stock shall
          each be  adjusted  so that after such event each  holder of a share of
          Series S Preferred  Stock shall be entitled,  in respect of each share
          of Series S  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 share of Common Stock 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) and (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 share of Common  Stock  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 share of Common Stock
          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  shares  of  Common  Stock  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.

                (d) For purposes of this  Subarticle  A, the "Fair Market Value"
          of a share of capital stock of the  Corporation  (including a share of
          Common  Stock) 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.

            (7) Consolidation,  Merger, etc. In case the Corporation shall enter
     into any consolidation,  merger,  combination or other transaction in which
     the shares of Common Stock are exchanged for or changed into other stock or
     securities,  cash  and/or  any other  property,  then in any such case each
     outstanding  share of Series S  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 share of Common  Stock is changed or
     exchanged  multiplied  by the highest of the Vote  Multiple,  the  Dividend
     Multiple or the Liquidation  Multiple in effect  immediately  prior to such
     event.

          (8)  Effective Time of Adjustments.

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

                (b) The  Corporation  shall give prompt  written  notice to each
          holder of a share of  Series S  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   of   this   Subarticle   A.
          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.

           (9) No Redemption.  The shares of Series S 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 S Preferred Stock in any other manner permitted by
     law and the provisions of the Restated  Certificate of Incorporation of the
     Corporation.

           (10) Ranking.  Unless otherwise provided in this Restated Certificate
     of  Incorporation  of the  Corporation,  as amended from time to time,  the
     Series S  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 Stock.

           (11)  Amendment.  The  provisions  by this  Restated  Certificate  of
     Incorporation  of the Corporation  shall not be amended in any manner which
     would  adversely  affect the rights,  privileges  or powers of the Series S
     Preferred  Stock  without,  in addition  to any other vote of  stockholders
     required by law, the affirmative  vote of the holders of two-thirds or more
     of the outstanding shares of Series S Preferred Stock, voting together as a
     single class.

      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:

     ROBERT L. BOYLE               Publisher Emeritus
                                     of the Dispatch
                                   7 Orchard Lane
                                   Rumson, NJ 07760

     JAMES C. BRADY                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           Chairman & 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              National President
                                   Girls Scouts of the USA
                                   Litchfield Way
                                   Alpine, NJ 07620

      WILLIAM M. FREEMAN            President and Chief Executive Officer
                                   Bell Atlantic - New Jersey
                                   540 Broad Street
                                   Newark, NJ 07102

     THOMAS H. HAMILTON            218 Philadelphia Avenue
                                   Egg Harbor, NJ 08215

     FRED G. HARVEY                Vice President
                                   E. & E. Corp.
                                   204 Second Street
                                   Catasauqua, PA 18032

     FRANCIS J. MERTZ              167 Stanie Brae Drive
                                   Watchung, NJ 07060

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

     WILLIAM R. MILLER             1812 Franklin Boulevard
                                   Linwood, NJ 08221

     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               Chairman and CEO
                                   JPC Enterprises, Inc.
                                   30 South Adelaide Avenue
                                   Penthouse F
                                   Highland Park, NJ 08904

     DOUGLAS G. WATSON             52 Liberty Corner Road
                                   Far Hills, NJ 07931

           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
6  nor  the  adoption  of  any  provision  of  this  Restated   Certificate   of
Incorporation  inconsistent  with this  Article 6 shall  eliminate or reduce the
effect of this Article 6 in respect of any matter which  occurred,  or any cause
of action,  suit or claim  which but for this  Article 6 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 7 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 7 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 9 or
Articles 7 or 8 hereof.