Restated 8/19/98                                          Exhibit 3(a)

                             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 Stock, and of which Six
 Million (6,000,000) 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 ashereinafter 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 samemay 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 beremoved
 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 RPreferred 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 thereforaddressed 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 eachsuch 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 ofthe 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 uponliquidation,
 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			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

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

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

	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

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

	DOUGLAS G. WATSON			President & CEO
							Novartis Corporation
							564 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) resultingin 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.