EXHIBIT 3.1

STATE OF NEW YORK

DEPARTMENT OF STATE

I
hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary
of State and that the same is a true copy of said original.

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|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
|                                                   |                                                                                                             
|(STATE OF NEW YORK LOGO)                           | WITNESS
 my hand and official seal of the Department of State, at the City of Albany, on February
 10, 2010.
|                                                  
|-s- Daniel E. Shapiro                             
|Daniel E. Shapiro
 First Deputy Secretary of State
|                                                  

Rev.
06/07

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RESTATED
CERTIFICATE OF INCORPORATIONOFSTATE BANCORP, INC.(Under Section 807 of the Business Corporation Law)

The
undersigned, the president and secretary, respectively, of STATE BANCORP,INC.
hereby certify as follows:

1.The
name of the corporation is STATE BANCORP, INC.

2.The
certificate of incorporation was filed by the Department of State onNovember
25, 1985.

3.The
text of the certificate of incorporation is hereby restated withoutamendment
or change to read as herein set forth in full as follows:

1.
Name. The name of the corporation is State Bancorp, Inc. (hereinafter
called the Corporation).

2.
Purposes. Subject to any limitation provided in the Business Corporation
Law or any other statute
of the State of New York, and except as otherwise specifically provided in this
Certificate, the purposes for which the Corporation is formed are:

| |                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1 to act as a bank
 holding company, with all of the rights, powers and privileges, and subject
 to all of the limitations, specified in any applicable state or federal legislation from time to time in
 effect;                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                          
| | 2.2 to engage in any other lawful act or
 activity for which corporations may be organized under the Business
 Corporation Law of the State of New York, provided that the Corporation shall
 not engage in any act or activity requiring the consent or approval of any
 state official, department, board, agency or other body without such consent
 or approval first being obtained.

3. Office. The office of the
Corporation is to be located in the Village of New Hyde Park, County of Nassau, State of New York.

4. Number of Shares; Voting. A. The aggregate number
of shares which the Corporation shall have authority to issue is: FIFTY MILLION TWO HUNDRED
FIFTY THOUSAND
(50,250,000), which shall be classified so that FIFTY MILLION (50,000,000) shares having a par
value of ONE CENT ($0.01) each shall be common shares and TWO HUNDRED FIFTY THOUSAND
(250,000) shares having a par value of ONE CENT ($0.01) each shall be preferred shares.

The
preferred shares may be issued in series and each series shall be so designated
as to distinguish the shares thereof from the shares of all other series. Each of
such series shall

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have such relative rights, preferences and limitations
as are stated in this Article 4 and in the resolution or resolutions
providing for the issuance of such series as are adopted by the Board of Directors of the
Corporation. Authority is hereby granted to the Board of Directors of the Corporation, subject to
the provisions of this Article 4, to fix, before the issuance of any shares of a particular series,
the number of shares to be included in such series, the dividend rate per
annum, the redemption price or prices, if any, and the terms and conditions of
the redemption, any sinking fund
provisions for the redemption or purchase of the shares of the series, the
terms and conditions on which the shares are convertible, if they are
convertible, the voting powers, if any, of such series and any other rights,
preferences and limitations pertaining to such series.

B.
Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A

Section
1. Designation and Number of Shares. There is hereby created out of the authorized and
unissued shares of preferred stock of the Corporation a series of preferred stock designated as the Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, par value $.01 per share (the Designated Preferred Stock).
The authorized number of shares of Designated
Preferred Stock shall be 36,842.

Section
2. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of
Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section
7 of this Article 4.B. The Designated Preferred Stock shall rank equally
with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of
assets in the event of any dissolution, liquidation or winding up of the
Corporation.

Section 3. Definitions. The following terms
are used herein as defined below:

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| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Applicable
 Dividend Rate means (i) during the period from the Original Issue Date to,
 but excluding, the first day of the first Dividend Period commencing on or after
 the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and
 after the first day of the first Dividend Period commencing on or after the fifth anniversary
 of the Original Issue Date, 9% per annum.
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) Appropriate
 Federal Banking Agency means the appropriate Federal banking
 agency with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C.
 Section 1813(q)), or any successor provision.                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) Business
 Combination means a merger, consolidation, statutory share exchange or
 similar transaction that requires the approval of the Corporations stockholders.                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) Business Day
 means any day except Saturday, Sunday and any day on which banking
 institutions in the State of New York generally are authorized or required by law or
 other governmental actions to close.                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) Bylaws means
 the bylaws of the Corporation, as they may be                                                                                                                                                                                                                                                                                                                                         

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| | amended
 from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) Charter
 means the Corporations certificate or articles of incorporation, articles of association, or
 similar organizational document.                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) Common Stock
 means the common stock, par value $5.00 per share, of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h)
 Dividend Payment Date means February 15, May 15, August 15 and November 15 of
 each year.                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i)
 Dividend Period has the meaning set forth in Section 5(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (j)
 Dividend Record Date has the meaning set forth in Section 5(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (k)
 Junior Stock means the Common Stock and any other class or series of stock of the
 Corporation the terms of which expressly provide that it ranks junior to Designated
 Preferred Stock as to dividend rights and/or as to rights on liquidation,
 dissolution or winding up of the Corporation.                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (1) Liquidation Amount
 means $1,000 per share of Designated Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (m)
 Liquidation Preference has the meaning set forth in Section 6(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (n) Minimum Amount means
 $9,210,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (o) Original Issue
 Date means the date on which shares of Designated Preferred Stock are first issued.                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (p) Parity Stock
 means any class or series of stock of the Corporation (other than Designated Preferred
 Stock) the terms of which do not expressly provide that such class or series will rank
 senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on
 liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue
 cumulatively or non-cumulatively).                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (q) Preferred Director has the
 meaning set forth in Section 9(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (r) Preferred Stock
 means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (s) Qualified
 Equity Offering means the sale and issuance for cash by the Corporation to
 persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of
 perpetual Preferred Stock, Common Stock or any combination of such stock,
 that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of
 issuance under the applicable risk-based capital guidelines of the Corporations Appropriate
 Federal Banking Agency (other than any

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|                                                                                                                                                                                                                                                                   | such sales and issuances made pursuant to agreements
 or arrangements entered into, or pursuant to financing plans which were publicly announced, on or
 prior to October 13, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|                                                                                                                                                                                                                                                                   | (t) Signing Date means the
 Original Issue Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                   | (u) Share Dilution
 Amount has the meaning set forth in Section 5(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                   | (v) Successor
 Preferred Stock has the meaning set forth in Section 7(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|                                                                                                                                                                                                                                                                   | (w) Voting Parity
 Stock means, with regard to any matter as to which the holders of
 Designated Preferred Stock are entitled to vote as specified in Sections 9(a) and 9(b)
 of this Article 4.B, any and all series of Parity Stock upon which like voting rights have been conferred and
 are exercisable with respect to such matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|Section
 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled
 to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to
 vote, including any action by written consent.
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|Section
 5. Dividends.                                                                                                                                                                                                                                            
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|                                                                                                                                                                                                                                                                   | (a)
 Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share
 of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized
 committee of the Board of Directors, but only out of assets legally available
 therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate
 per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount
 per share of Designated Preferred Stock and (ii) the amount of accrued and
 unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such
 dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each
 subsequent Dividend Payment Date (i.e., no dividends shall accrue on other
 dividends unless and until the first Dividend Payment Date for such other
 dividends has passed without such other dividends having been paid on such
 date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such
 Dividend Payment Date to occur at least 20 calendar days after the Original
 Issue Date. In the event that any Dividend Payment Date would
 otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day
 that is a Business Day and no additional dividends will accrue as a result of
 that postponement. The period from and including any Dividend Payment Date to, but excluding, the
 next Dividend Payment Date is a Dividend
 Period, provided that the initial Dividend Period shall be the period
 from and including the Original Issue Date to, but excluding, the next
 Dividend Payment Date.
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|                                                                                                                                                                                                                                                                   | Dividends
 that are payable on Designated Preferred Stock in respect of any Dividend
 Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends
 payable on Designated Preferred Stock on any date prior to the end of
 a Dividend Period, and for the initial Dividend Period,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

4

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | shall be computed on the basis of a 360-day year consisting of twelve
 30-day months, and actual days elapsed over a 30-day month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | Dividends
 that are payable on Designated Preferred Stock on any Dividend Payment Date
 will be payable to holders of record of Designated Preferred Stock as they
 appear on the stock register of the Corporation on the applicable record
 date, which shall be the 15th calendar day immediately preceding such
 Dividend Payment Date or such other record date fixed by the Board of
 Directors or any duly authorized committee of the Board of Directors that is
 not more than 60 nor less than 10 days prior to such Dividend Payment Date
 (each, a Dividend Record Date). Any such day that is a Dividend
 Record Date shall be a Dividend Record Date whether or not such day is a
 Business Day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| | Holders
 of Designated Preferred Stock shall not be entitled to any dividends, whether
 payable in cash, securities or other property, other than dividends (if any)
 declared and payable on Designated Preferred Stock as specified in this
 Section 5 (subject to the other provisions of this Article 4.B).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)
Priority of Dividends. So long as any share of Designated Preferred
Stock remains outstanding, no dividend or distribution shall be declared or
paid on the Common Stock or any other shares of Junior Stock (other than
dividends payable solely in shares of Common Stock) or Parity Stock, subject
to the immediately following paragraph in the case of Parity Stock, and no
Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly,
purchased, redeemed or otherwise acquired for consideration by the
Corporation or any of its subsidiaries unless all accrued and unpaid
dividends for all past Dividend Periods, including the latest completed
Dividend Period (including, if applicable as provided in Section 5(a) above,
dividends on such amount), on all outstanding shares of Designated Preferred
Stock have been or are contemporaneously declared and paid in full (or have
been declared and a sum sufficient for the payment thereof has been set aside
for the benefit of the holders of shares of Designated Preferred Stock on the
applicable record date). The foregoing limitation shall not apply to (i)
redemptions, purchases or other acquisitions of shares of Common Stock or
other Junior Stock in connection with the administration of any employee
benefit plan in the ordinary course of business (including purchases to
offset the Share Dilution Amount (as defined below) pursuant to a publicly
announced repurchase plan) and consistent with past practice, provided that any purchases to
offset the Share Dilution Amount shall in no event exceed the Share Dilution
Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of
the Corporation solely for the purpose of market-making, stabilization or
customer facilitation transactions in Junior Stock or Parity Stock in the
ordinary course of its business; (iii) purchases by a broker- dealer subsidiary
of the Corporation of capital stock of the Corporation for resale pursuant to
an offering by the Corporation of such capital stock underwritten by such
broker-dealer subsidiary; (iv) any dividends or distributions of rights or
Junior Stock in connection with a stockholders A-3 rights plan or any
redemption or repurchase of rights pursuant to any stockholders rights plan;
(v) the acquisition by the Corporation or any of its subsidiaries of record
ownership in Junior Stock or Parity Stock for the beneficial ownership of any

5

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| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | other persons (other than the Corporation or any of its
 subsidiaries), including as trustees or custodians; and (vi) the exchange or
 conversion of Junior Stock for or into other Junior Stock or of Parity Stock
 for or into other Parity Stock (with the same or lesser aggregate liquidation
 amount) or Junior Stock, in each case, solely to the extent required pursuant
 to binding contractual agreements entered into prior to the Signing Date or
 any subsequent agreement for the accelerated exercise, settlement or exchange
 thereof for Common Stock. Share Dilution Amount means the increase
 in the number of diluted shares outstanding (determined in accordance with
 generally accepted accounting principles in the United States, and as measured
 from the date of the Corporations consolidated financial statements most
 recently filed with the Securities and Exchange Commission prior to the
 Original Issue Date) resulting from the grant, vesting or exercise of equity-
 based compensation to employees and equitably adjusted for any stock split,
 stock dividend, reverse stock split, reclassification or similar transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | When
 dividends are not paid (or declared and a sum sufficient for payment thereof
 set aside for the benefit of the holders thereof on the applicable record
 date) on any Dividend Payment Date (or, in the case of Parity Stock having
 dividend payment dates different from the Dividend Payment Dates, on a
 dividend payment date falling within a Dividend Period related to such
 Dividend Payment Date) in full upon Designated Preferred Stock and any shares
 of Parity Stock, all dividends declared on Designated Preferred Stock and all
 such Parity Stock and payable on such Dividend Payment Date (or, in the case
 of Parity Stock having dividend payment dates different from the Dividend
 Payment Dates, on a dividend payment date falling within the Dividend Period
 related to such Dividend Payment Date) shall be declared pro rataso
 that the respective amounts of such dividends declared shall bear the same
 ratio to each other as all accrued and unpaid dividends per share on the
 shares of Designated Preferred Stock (including, if applicable as provided in
 Section 5(a) above, dividends on such amount) and all Parity Stock payable on
 such Dividend Payment Date (or, in the case of Parity Stock having dividend
 payment dates different from the Dividend Payment Dates, on a dividend
 payment date falling within the Dividend Period related to such Dividend
 Payment Date) (subject to their having been declared by the Board of
 Directors or a duly authorized committee of the Board of Directors out of
 legally available funds and including, in the case of Parity Stock that bears
 cumulative dividends, all accrued but unpaid dividends) bear to each other.
 If the Board of Directors or a duly authorized committee of the Board of
 Directors determines not to pay any dividend or a full dividend on a Dividend
 Payment Date, the Corporation will provide written notice to the holders of
 Designated Preferred Stock prior to such Dividend Payment Date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Subject
 to the foregoing, and not otherwise, such dividends (payable in cash,
 securities or other property) as may be determined by the Board of Directors
 or any duly authorized committee of the Board of Directors may be declared
 and paid on any securities, including Common Stock and other Junior Stock,
 from time to time out of any funds legally available for such payment, and
 holders of Designated Preferred Stock shall not be entitled to participate in
 any such dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| | Section
 6. Liquidation Rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (a)
 Voluntary or Involuntary Liquidation. In the event of any liquidation,
 dissolution or winding up of the affairs of the Corporation, whether
 voluntary or involuntary, holders of Designated Preferred Stock shall be
 entitled to receive for each share of Designated Preferred Stock, out of the
 assets of the Corporation or proceeds thereof (whether capital or surplus)
 available for distribution to stockholders of the Corporation, subject to the
 rights of any creditors of the Corporation, before any distribution of such
 assets or proceeds is made to or set aside for the holders of Common Stock
 and any other stock of the Corporation ranking junior to Designated Preferred
 Stock as to such distribution, payment in full in an amount equal to the sum
 of (i) the Liquidation Amount per share and (ii) the amount of any accrued
 and unpaid dividends (including, if applicable as provided in Section 5(a)
 above, dividends on such amount), whether or not declared, to the date of
 payment (such amounts collectively, the Liquidation Preference).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b)
 Partial Payment. If in any distribution described in Section 6(a)
 above the assets of the Corporation or proceeds thereof are not sufficient to
 pay in full the amounts payable with respect to all outstanding shares of
 Designated Preferred Stock and the corresponding amounts payable with respect
 of any other stock of the Corporation ranking equally with Designated
 Preferred Stock as to such distribution, holders of Designated Preferred
 Stock and the holders of such other stock shall share ratably in any such
 distribution in proportion to the full respective distributions to which they
 are entitled.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c)
 Residual Distributions. If the Liquidation Preference has been paid in
 full to all holders of Designated Preferred Stock and the corresponding
 amounts payable with respect of any other stock of the Corporation ranking
 equally with Designated Preferred Stock as to such distribution has been paid
 in full, the holders of other stock of the Corporation shall be entitled to
 receive all remaining assets of the Corporation (or proceeds thereof)
 according to their respective rights and preferences.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d)
 Merger, Consolidation and Sale of Assets Not Liquidation. For purposes
 of this Section 6, the merger or consolidation of the Corporation with any
 other corporation or other entity, including a merger or consolidation in
 which the holders of Designated Preferred Stock receive cash, securities or
 other property for their shares, or the sale, lease or exchange (for cash,
 securities or other property) of all or substantially all of the assets of
 the Corporation, shall not constitute a liquidation, dissolution or winding
 up of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Section
 7. Redemption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (a)
 Optional Redemption. Except as provided below, the Designated
 Preferred Stock may not be redeemed prior to the first Dividend Payment Date
 falling on or after the third anniversary of the Original Issue Date. On or
 after the first Dividend Payment Date falling on or after the third
 anniversary of the Original Issue Date, the Corporation, at its option,
 subject to the approval of the Appropriate Federal Banking                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

7

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Agency, may redeem, in whole or in part, at any time and from time to
 time, out of funds legally available therefor, the shares of Designated
 Preferred Stock at the time outstanding, upon notice given as provided in
 Section 7(c) below, at a redemption price equal to the sum of (i) the
 Liquidation Amount per share and (ii) except as otherwise provided below, any
 accrued and unpaid dividends (including, if applicable as A-5 provided in
 Section 5(a) above, dividends on such amount) (regardless of whether any
 dividends are actually declared) to, but excluding, the date fixed for
 redemption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Notwithstanding
 the foregoing, prior to the first Dividend Payment Date falling on or after
 the third anniversary of the Original Issue Date, the Corporation, at its
 option, subject to the approval of the Appropriate Federal Banking Agency,
 may redeem, in whole or in part, at any time and from time to time, the
 shares of Designated Preferred Stock at the time outstanding, upon notice
 given as provided in Section 7(c) below, at a redemption price equal to the
 sum of (i) the Liquidation Amount per share and (ii) except as otherwise
 provided below, any accrued and unpaid dividends (including, if applicable as
 provided in Section 5(a) above, dividends on such amount) (regardless of
 whether any dividends are actually declared) to, but excluding, the date
 fixed for redemption; providedthat
 (x) the Corporation (or any successor by Business Combination) has received
 aggregate gross proceeds of not less than the Minimum Amount (plus the
 Minimum Amount as defined in the relevant certificate of designations for
 each other outstanding series of preferred stock of such successor that was
 originally issued to the United States Department of the Treasury (the Successor
 Preferred Stock) in connection with the Troubled Asset Relief Program
 Capital Purchase Program) from one or more Qualified Equity Offerings
 (including Qualified Equity Offerings of such successor), and (y) the
 aggregate redemption price of the Designated Preferred Stock (and any
 Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed
 the aggregate net cash proceeds received by the Corporation (or any successor
 by Business Combination) from such Qualified Equity Offerings (including
 Qualified Equity Offerings of such successor).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The
 redemption price for any shares of Designated Preferred Stock shall be
 payable on the redemption date to the holder of such shares against surrender
 of the certificate(s) evidencing such shares to the Corporation or its agent.
 Any declared but unpaid dividends payable on a redemption date that occurs
 subsequent to the Dividend Record Date for a Dividend Period shall not be
 paid to the holder entitled to receive the redemption price on the redemption
 date, but rather shall be paid to the holder of record of the redeemed shares
 on such Dividend Record Date relating to the Dividend Payment Date as
 provided in Section 5 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b)
 No Sinking Fund. The Designated Preferred Stock will not be subject to
 any mandatory redemption, sinking fund or other similar provisions. Holders
 of Designated Preferred Stock will have no right to require redemption or repurchase
 of any shares of Designated Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c)
 Notice of Redemption. Notice of every redemption of shares of
 Designated Preferred Stock shall be given by first class mail, postage
 prepaid, addressed to the holders of record of, the shares to be redeemed at
 their respective last addresses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

8

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | appearing on the books of the Corporation. Such mailing shall be at
 least 30 days and not more than 60 days before the date fixed for redemption.
 Any notice mailed as provided in this Subsection shall be conclusively
 presumed to have been duly given, whether or not the holder receives such
 notice, but failure duly to give such notice by mail, or any defect in such
 notice or in the mailing thereof, to any holder of shares of Designated
 Preferred Stock designated for redemption shall not affect the validity of
 the proceedings for the redemption of any other shares of Designated
 Preferred Stock. Notwithstanding the foregoing, if shares of Designated
 Preferred Stock are issued in book-entry form through The Depository Trust
 Corporation or any other similar facility, notice of redemption may be given
 to the holders of Designated Preferred Stock at such time and in any manner
 permitted by such facility. Each notice of redemption given to a holder shall
 state: (1) the redemption date; (2) the number of shares of Designated
 Preferred Stock to be redeemed and, if less than all the shares held by such
 holder are to be redeemed, the number of such shares to be redeemed from such
 holder; (3) the redemption price; and (4) the place or places where
 certificates for such shares are to be surrendered for payment of the
 redemption price.                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d)
 Partial Redemption. In case of any redemption of part of the shares of
 Designated Preferred Stock at the time outstanding, the shares to be redeemed
 shall be selected either pro rataor in such other manner as the
 Board of Directors or a duly authorized committee thereof may determine to be
 fair and equitable. Subject to the provisions hereof, the Board of Directors
 or a duly authorized committee thereof shall have full power and authority to
 prescribe the terms and conditions upon which shares of Designated Preferred
 Stock shall be redeemed from time to time. If fewer than all the shares
 represented by any certificate are redeemed, a new certificate shall be issued
 representing the unredeemed shares without charge to the holder thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e)
 Effectiveness of Redemption. If notice of redemption has been duly
 given and if on or before the redemption date specified in the notice all
 funds necessary for the redemption have been deposited by the Corporation, in
 trust for the pro ratabenefit of the holders of the shares
 called for redemption, with a bank or trust company doing business in the
 Borough of Manhattan, The City of New York, and having a capital and surplus
 of at least $500 million and selected by the Board of Directors, so as to be
 and continue to be available solely therefor, then, notwithstanding that any
 certificate for any share so called for redemption has not been surrendered for
 cancellation, on and after the redemption date dividends shall cease to
 accrue on all shares so called for redemption, all shares so called for
 redemption shall no longer be deemed outstanding and all rights with respect
 to such shares shall forthwith on such redemption date cease and terminate,
 except only the right of the holders thereof to receive the amount payable on
 such redemption from such bank or trust company, without interest. Any funds
 unclaimed at the end of three years from the redemption date shall, to the
 extent permitted by law, be released to the Corporation, after which time the
 holders of the shares so called for redemption shall look only to the
 Corporation for payment of the redemption price of such shares.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f)
 Status of Redeemed Shares. Shares of Designated Preferred Stock that
 are redeemed, repurchased or otherwise acquired by the Corporation shall
 revert to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

9

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|                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                        | authorized but unissued shares of Preferred Stock (providedthat
 any such cancelled shares of Designated Preferred Stock may be reissued only
 as shares of any series of Preferred Stock other than Designated Preferred
 Stock).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Section
 8. Conversion. Holders of Designated Preferred Stock shares shall have
 no right to exchange or convert such shares into any other securities.
|                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Section
 9. Voting Rights.                                                                                                                             
|                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                        | (a)
 General. The holders of Designated Preferred Stock shall not have any
 voting rights except as set forth below or as otherwise from time to time
 required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                        | (b)
 Preferred Stock Directors. Whenever, at any time or times, dividends
 payable on the shares of Designated Preferred Stock have not been paid for an
 aggregate of six quarterly Dividend Periods or more, whether or not
 consecutive, the authorized number of directors of the Corporation shall
 automatically be increased by two and the holders of the Designated Preferred
 Stock shall have the right, with holders of shares of any one or more other classes
 or series of Voting Parity Stock outstanding at the time, voting together as
 a class, to elect two directors (hereinafter the Preferred Directors and
 each a Preferred Director) to fill such newly created
 directorships at the Corporations next annual meeting of stockholders (or at
 a special meeting called for that purpose prior to such next annual meeting)
 and at each subsequent annual meeting of stockholders until all accrued and
 unpaid dividends for all past Dividend Periods, including the latest
 completed Dividend Period (including, if applicable as provided in Section
 5(a) above, dividends on such amount), on all outstanding shares of
 Designated Preferred Stock have been declared and paid in full at which time
 such right shall terminate with respect to the Designated Preferred Stock,
 except as herein or by law expressly provided, subject to revesting in the
 event of each and every subsequent default of the character above mentioned; providedthat
 it shall be a qualification for election for any Preferred Director that the
 election of such Preferred Director shall not cause the Corporation to violate
 any corporate governance requirements of any securities exchange or other
 trading facility on which securities of the Corporation may then be listed or
 traded that listed or traded companies must have a majority of independent
 directors. Upon any termination of the right of the holders of shares of
 Designated Preferred Stock and Voting Parity Stock as a class to vote for
 directors as provided above, the Preferred Directors shall cease to be
 qualified as directors, the term of office of all Preferred Directors then in office shall terminate
 immediately and the authorized number of directors shall be reduced by
 the number of Preferred Directors elected pursuant hereto. Any Preferred
 Director may be removed at any time, with or without cause, and any vacancy
 created thereby may be filled, only by the affirmative vote of the holders a
 majority of the shares of Designated Preferred Stock at the time outstanding
 voting separately as a class together with the holders of shares of Voting
 Parity Stock, to the extent the voting rights of such holders described above
 are then exercisable. If the office of any Preferred Director becomes vacant
 for any reason other than removal from office as aforesaid, the remaining
 Preferred Director may choose a successor who shall hold office for the
 unexpired term in respect of which such vacancy occurred.

10

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c)
 Class Voting Rights as to Particular Matters. So long as any
 shares of Designated Preferred Stock are outstanding, in addition to any
 other vote or consent of stockholders required by law or by the Charter, the
 vote or consent of the holders of at least 66 2/3% of the shares of
 Designated Preferred Stock at the time outstanding, voting as a separate
 class, given in person or by proxy, either in writing without a meeting or by
 vote at any meeting called for the purpose, shall be necessary for effecting
 or validating:                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)
 Authorization of Senior Stock. Any amendment or alteration of this
 Article 4.B or
 the Charter to authorize or create or increase the authorized amount of, or
 any issuance of, any shares of, or any securities convertible into or
 exchangeable or exercisable for shares of, any class or series of capital
 stock of the Corporation ranking senior to Designated Preferred Stock with
 respect to either or both the payment of dividends and/or the distribution of
 assets on any liquidation, dissolution or winding up of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)
 Amendment of Designated Preferred Stock. Any amendment, alteration or
 repeal of any provision of this Article 4.B or the Charter (including, unless
 no vote on such merger or consolidation is required by Section 9(c)(iii)
 below, any amendment, alteration or repeal by means of a merger,
 consolidation or otherwise) so as to adversely affect the rights,
 preferences, privileges or voting powers of the Designated Preferred Stock;
 or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iii)
 Share Exchanges, Reclassifications, Mergers and Consolidations. Any
 consummation of a binding share exchange or reclassification involving the
 Designated Preferred Stock, or of a merger or consolidation of the
 Corporation with another corporation or other entity, unless in each case (x) the shares of Designated
 Preferred Stock remain outstanding or, in the case of any such merger or
 consolidation with respect to which the Corporation is not the surviving or
 resulting entity, are converted into or exchanged for preference securities
 of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining
 outstanding or such preference securities, as the case may be, have such
 rights, preferences, privileges and voting powers, and limitations and
 restrictions thereof, taken as a whole, as are not materially less favorable
 to the holders thereof than the rights, preferences, privileges and voting
 powers, and limitations and restrictions thereof, of Designated Preferred
 Stock immediately prior to such consummation, taken as a whole;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|provided,however, that for all purposes of this Section 9(c), any
increase in the amount of the authorized Preferred Stock, including any
increase in the authorized amount of Designated Preferred Stock necessary to
satisfy preemptive or similar rights granted by the Corporation to other
persons prior to the Signing Date, or the creation and issuance, or an
increase in the authorized or issued amount, whether pursuant to preemptive
or similar rights or otherwise, of any other series of Preferred Stock, or
any securities convertible into or exchangeable or exercisable for any other
series of Preferred Stock, ranking equally with and/or junior to Designated
Preferred Stock with respect to the payment of dividends (whether such
dividends are cumulative or non-cumulative) and the

11

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | distribution of assets upon liquidation, dissolution or winding up of
 the Corporation will not be deemed to adversely affect the rights, preferences,
 privileges or voting powers, and shall not require the affirmative vote or
 consent of, the holders of outstanding shares of the Designated Preferred
 Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (d)
 Changes after Provision for Redemption. No vote or consent of the
 holders of Designated Preferred Stock shall be required pursuant to Section
 9(c) above if, at or prior to the time when any such vote or consent would
 otherwise be required pursuant to such Section, all outstanding shares of the
 Designated Preferred Stock shall have been redeemed, or shall have been
 called for redemption upon proper notice and sufficient funds shall have been
 deposited in trust for such redemption, in each case pursuant to Section 7
 above.                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (e)
 Procedures for Voting and Consents. The rules and procedures for
 calling and conducting any meeting of the holders of Designated Preferred
 Stock (including, without limitation, the fixing of a record date in
 connection therewith), the solicitation and use of proxies at such a meeting,
 the obtaining of written consents and any other aspect or matter with regard
 to such a meeting or such consents shall be governed by any rules of the
 Board of Directors or any duly authorized committee of the Board of
 Directors, in its discretion, may adopt from time to time, which rules and
 procedures shall conform to the requirements of the Charter, the Bylaws, and
 applicable law and the rules of any national securities exchange or other
 trading facility on which Designated Preferred Stock is listed or traded at
 the time.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Section
 10. Record
 Holders. To the fullest extent permitted by applicable law, the
 Corporation and the transfer agent for Designated Preferred Stock may deem
 and treat the record holder of any share of Designated Preferred Stock as the
 true and lawful owner thereof for all purposes, and neither the Corporation
 nor such transfer agent shall be affected by any notice to the contrary.                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Section
 11. Notices. All notices or communications in respect of Designated
 Preferred Stock shall be sufficiently given if given in writing and delivered
 in person or by first class mail, postage prepaid, or if given in such other
 manner as may be permitted in this Article 4.B, in the Charter or Bylaws or
 by applicable law. Notwithstanding the foregoing, if shares of Designated
 Preferred Stock are issued in book-entry form through The Depository Trust
 Corporation or any similar facility, such notices may be given to the holders
 of Designated Preferred Stock in any manner permitted by such facility.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Section
 12. No Preemptive Rights. No share of Designated Preferred Stock shall
 have any rights of preemption whatsoever as to any securities of the
 Corporation, or any warrants, rights or options issued or granted with respect
 thereto, regardless of how such securities, or such warrants, rights or
 options, may be designated, issued or granted.                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Section
 13. Replacement Certificates. The Corporation shall replace any
 mutilated certificate at the holders expense upon surrender of that
 certificate to the Corporation. The Corporation shall replace certificates
 that become destroyed, stolen or lost at the holders expense upon delivery
 to the Corporation of reasonably satisfactory evidence that the certificate                                                                                                                                                                                                                                                 

12

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has been destroyed, stolen or lost, together with any indemnity that
may be reasonably required by the Corporation.

Section
14. Other Rights. The shares of Designated Preferred Stock shall not
have any rights, preferences, privileges or voting powers or relative,
participating, optional or other special rights, or qualifications, limitations
or restrictions thereof, other than as set forth herein or in the Charter or as
provided by applicable law.

C. Except
as otherwise provided by law, this Certificate of Incorporation, or the
Corporations Bylaws, in all matters other than the election of directors (the
procedures for which are set forth below), the affirmative vote of a majority
of the shares present in person or represented by proxy at the meeting of
stockholders and entitled to vote on the matter shall be the act of the
stockholders. Election of directors at all meetings of the stockholders at
which directors are to be elected shall be by ballot, and, subject to the rights
of the holders of any series of preferred stock to elect directors under
specified circumstances, the vote required for election of a director by the
stockholders shall, except in a contested election, be the affirmative vote of
a majority of the votes cast in favor of or withheld from the election of a
nominee at a meeting of stockholders by stockholders present in person or by
proxy and entitled to vote in the election. In a contested election, directors
shall be elected by a plurality of the votes cast at a meeting of stockholders
by the holder of shares present in person or by proxy and entitled to vote in
the election. An election shall be considered contested if there are more
nominees for election than positions on the Board of Directors to be filled by
election at the meeting.

In any
non-contested election of directors, any incumbent director nominee who
receives a greater number of votes cast withheld from his or her election than
in favor of his or her election shall immediately tender his or her
resignation.

5. Designation
of Secretary of State; Mailing Address. The Secretary of State is
designated as the agent of the Corporation upon whom process in any action or
proceeding against the Corporation may be served, and the address to which the
Secretary of State shall mail a copy of process in any action or proceeding
against the Corporation which may be served upon him is:

State Bancorp, Inc. 
Two Jericho Plaza 
Jericho, New York 11753 
Attn: President

6. Duration.
The duration of the Corporation is to be perpetual.

7. Directors.
A. Except as otherwise provided by this Certificate of Incorporation, the
number of, the retirement age of and other restrictions and qualifications for
directors of the Corporation shall be fixed by the Bylaws of the Corporation
and such number, retirement age and other restrictions and qualifications may
be altered only by the affirmative vote of at least 80% of the entire Board of
Directors from time to time in the manner provided in the Bylaws.

13

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B.
Except as provided below, each director shall serve for a term ending on the
date of the annual meeting following the annual meeting at which such director
was elected or the next annual meeting after such director was appointed as a
result of a newly created directorship or to fill a vacancy on the Board of
Directors. Notwithstanding the foregoing, each director shall serve until his
or her successor shall have been elected and shall qualify, even though his or
her term of office as herein provided has otherwise expired, except in the
event of his or her earlier death, resignation or removal.

Subject
to the provisions of this Certificate of Incorporation, directors elected at
the 2007, 2008 or 2009 annual meeting of stockholders shall serve for the
remaining term for which he or she was elected.

C.
Notwithstanding any other provision of the Certificate of Incorporation or
Bylaws of the Corporation, any director may be removed from office by the
affirmative vote of at least 80% of the shares of stock of the Corporation
entitled to vote generally in the election of directors or by the affirmative
vote of at least 80% of the entire Board of Directors, but only for cause. For the
purpose of this paragraph C, cause shall mean either:

| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | 1.
 a felony conviction no longer subject to appeal;                                                                           
| |                                                                                                                                
| | 2.
 a final adjudication of negligent or improper conduct in the performance of
 the directors duty to the Corporation; or    
| |                                                                                                                                
| | 3.
 a final order of
 removal from office no longer subject to review, duly issued by the
 appropriate federal or state agency.

8. Preemptive
Rights. No holder of shares of any class or of any series of any class
shall have any preemptive right to subscribe for, purchase or receive any
shares of the Corporation, whether now or hereafter authorized, or any
obligations or other securities convertible into or carrying options to
purchase any such shares of the Corporation, or any options or rights to
purchase any such shares or securities, issued or sold by the Corporation for
cash or any other form of consideration. Any such shares, securities or rights
may be issued or disposed of by the Board of Directors to such persons and on
such terms as the Board in its discretion shall deem advisable without first
offering such shares, obligations, other securities, options, or rights or any
part thereof to existing shareholders.

9. Indebtedness.
The Corporation shall have authority to borrow money and the Board of
Directors, without the approval of the shareholders and acting within their
sole discretion, shall have the authority to issue debt instruments of the
Corporation upon such terms and conditions and with such limitation as the
Board of Directors deems advisable. The authority of the Board of Directors
shall include, but not be limited to, the power to issue convertible
debentures.

10. Opposition
of Tender (or other offer). A. The Board of Directors may, if it deems it
advisable, oppose a tender, or other offer for the Corporations securities,
whether the offer is in cash or in securities of a corporation or otherwise.
When considering whether to

14

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oppose an offer, the Board of Directors may, but it is not legally
obligated to, consider any pertinent issues; by way of illustration, but not of
limitation, the Board of Directors may, but shall not be legally obligated to,
consider any and all of the following:

| |                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.
 whether the offer price is acceptable based on the historical and present
 operating results or financial condition of the Corporation;                                                                                                                   
| |                                                                                                                                                                                                                                                               
| | 2.
 whether a more favorable price could be obtained for the Corporations
 securities in the future;                                                                                                                                                         
| |                                                                                                                                                                                                                                                               
| | 3.
 the impact which an acquisition of the Corporation would have on its
 employees, depositors and customers of the Corporation and its subsidiaries
 in the community which they serve;                                                                     
| |                                                                                                                                                                                                                                                               
| | 4.
 the reputation and business practices of the offeror and its management and
 affiliates as they would affect the employees, depositors and customers of
 the Corporation and its subsidiaries and the future value of the
 Corporations stock;           
| |                                                                                                                                                                                                                                                               
| | 5. the value of the securities, if any,
 which the offeror is offering in exchange for the Corporations securities,
 based on an analysis of the worth of the Corporation as compared to the
 Corporation or other entity whose securities are being offered;
| |                                                                                                                                                                                                                                                               
| | 6.
 any antitrust or other legal and regulatory issues that are raised by
 the offer.                                                                                                                                                                         

B.
If the Board of Directors determines that an offer should be rejected, it may
take any lawful action to accomplish its purpose including, but not limited to,
any and all of the following: advising shareholders not
to accept the offer; litigation against the offeror; filing complaints with all
governmental and regulatory authorities; acquiring the authorized but unissued
securities or treasury stock or granting options with respect thereto;
acquiring a company to create an antitrust or other regulatory problem for the
offeror; and obtaining a more favorable offer from another individual or
entity.

11.
Business Combinations. A. No merger, consolidation, liquidation
or dissolution of the Corporation, nor any action that would result in the sale
or other disposition of all or substantially all of the assets of the
Corporation shall be valid unless first approved by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock of the
Corporation, provided that such transaction has received the prior approval of
the Board of Directors.

Any
business combination involving a 5% Stockholder (as hereinafter defined) shall
require the percentage approval referenced above in addition to any shares
beneficially owned by such 5% Stockholder (i.e. in computing the aforesaid
percentage, the shares owned by the 5% Stockholder shall not be considered).

15

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B. In
addition to any affirmative vote required by law or under any other provision
of this Certificate of Incorporation, and except as otherwise expressly
provided in paragraph C of this Article 11:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.
 any merger or consolidation of the Corporation or any Subsidiary (as
 hereinafter defined) with or into (a) any 5% Stockholder
 or (b) any other Corporation (whether or not itself a 5% Stockholder)
 which, after such merger or consolidation, would be an Affiliate (as
 hereinafter defined) of a 5% Stockholder; or                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 2.
 any sale, lease, exchange, mortgage, pledge, transfer or other
 disposition (in one transaction or a series of related transactions) to or
 with any 5% Stockholder of any
 assets of the Corporation or any Subsidiary having an aggregate fair market
 value of more than 10% of the total consolidated assets of the Corporation
 and its Subsidiaries as of the end of the Corporations most recent fiscal
 year ending prior to the time the determination is made; or                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.
 the issuance or transfer by the Corporation or any Subsidiary (in one
 transaction or a series of related transactions) of any securities of the
 Corporation or any Subsidiary to any 5% Stockholder or exchange for cash,
 securities or other property (or a combination thereof) having an aggregate
 fair market value of more than 10% of the consolidated assets of the
 Corporation and its Subsidiaries as of the end of the Corporations most
 recent fiscal year ending prior to the time the determination is made; or                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 4.
 the adoption of any plan or proposal for the liquidation or
 dissolution of the Corporation; or                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 5.
 any reclassification of securities (including any reverse stock
 split), recapitalization, reorganization, merger or consolidation of the
 Corporation with any of its Subsidiaries or any similar transaction (whether
 or not with or into or otherwise involving a 5% Stockholder) which has the effect, directly or indirectly,
 of increasing the proportionate share of the outstanding shares of any class
 of equity or convertible securities of the Corporation or any Subsidiary
 which is directly or indirectly owned by any 5% Stockholder

shall require the affirmative vote of the holders of at least 95% of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
paragraph B as
one class (Voting Shares).

C. The
provisions of paragraph B shall not be applicable to any particular business
combination, and such business combination shall require only such affirmative
vote as is required by law and any other provision of this Certificate of
Incorporation, if all of the following conditions shall have been satisfied:

| |                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.
The ratio of: (a) the aggregate amount of the cash and the fair market
value of other consideration to be received per share by holders of common
stock of the

16

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Corporation (Common Stock) in such business combination, to (b) the
 market price of the Common Stock immediately prior to the announcement of
 such business combination, is at least as great as the ratio of: (a) the
 highest per share price (including brokerage commissions, transfer taxes and
 soliciting dealers fees) which such 5%Stockholder
 has paid for any shares of Common Stock acquired by it within the two-year
 period prior to the business combination, to (b) the market price of the
 Common Stock immediately prior to the initial acquisition by such 5%Stockholder of any Common Stock;                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 2. The
 aggregate amount of the cash and fair market value of other consideration to
 be received per share by holders of Common Stock in such business combination
 is not less than the highest per share price (including brokerage
 commissions, transfer taxes and soliciting dealers fees) paid by such 5%Stockholder in acquiring any of its
 holdings of Common Stock;                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 3.
 The consideration to be received by holders of Common Stock in such
 business combination shall be in the same form and of the same kind as the
 consideration paid by the 5%Stockholder
 in acquiring the shares of Common Stock already owned by it;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 4.
 After such 5%Stockholder
 has acquired ownership of not less than 5% of the then outstanding Voting
 Shares (a 5%Interest) and
 prior to the consummation of such business combination: (a) such 5%Stockholder shall not have acquired
 any newly issued shares of stock, directly or indirectly, from the
 Corporation (except upon conversion of convertible securities acquired by it
 prior to obtaining a 5%Interest
 or as a result of a pro rata stock dividend or stock split); and (b) such 5%Stockholder shall not have acquired
 any additional shares of the Corporations outstanding Common Stock or
 securities convertible into or exchangeable for Common Stock except as a part
 of the transaction which resulted in such 5%Stockholder acquiring its 5%Interest;               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 5.Prior to the consummation of such
 business combination, such 5%Stockholder
 shall not have (a) received the benefit, directly or indirectly (except
 proportionately as a stockholder), of any loans, advances, guarantees,
 pledges or other financial assistance or tax credits provided by the
 Corporation, or (b) made any major change in the Corporations business or
 equity capital structure without the unanimous approval of the entire Board;
 and                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 6.
 A proxy statement responsive to the requirements of the Securities
 Exchange Act of 1934 shall
 have been mailed to all holders of Voting Shares for the purpose of
 soliciting stockholder approval of such business combination. Such proxy
 statement shall contain at the front thereof, in a prominent place, any
 recommendations as to the advisability (or inadvisability) of the business
 combination which the continuing directors, or any of them, may have
 furnished in writing and, if deemed advisable by a majority of the continuing
 directors, an opinion of a reputable investment banking firm as to the
 fairness (or lack of fairness) of the terms of such business combination,
 from the point of view of the holders of Voting Shares other than any 5%Stockholder (such

17

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | investment banking firm to be selected by a majority of the
 continuing directors, to be furnished with all information it reasonably
 requests and to be paid a reasonable fee for its services upon receipt by the
 Corporation of such opinion).                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | D.      For the purposes of paragraphs B through D:                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 1. A
 person shall mean any individual, firm, Corporation or other entity.                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 2. 5% Stockholder
 shall mean, in respect of any business combination, any person (other than
 the Corporation or any Subsidiary) who or which, as of the record date for
 the determination of stockholders entitled to notice of and to vote on such
 business combination, or immediately prior to the consummation of any such
 transaction,                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a) is
 the beneficial owner, directly or indirectly, of not less than 5%of the
 Voting Shares, or                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) is an
 Affiliate of the Corporation and at any time within two years prior thereto
 was the beneficial owner, directly or indirectly, of not less than 5%of the then
 outstanding Voting Shares, or                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) is an
 assignee of or has otherwise succeeded to any shares of capital stock of the
 Corporation which were at any time within two years prior thereto
 beneficially owned by any 5% Stockholder, and such assignment or succession
 shall have occurred in the course of a transaction or series of transactions
 not involving a public offering within the meaning of the Securities Act of
 1933.                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 3. 
 A person shall be the beneficial owner of any Voting Shares:                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a) which
 such person or any of its Affiliates and Associates (as hereinafter defined)
 beneficially own, directly or indirectly; or                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) which
 such person or any of its Affiliates or Associates has (i) the right to
 acquire (whether such right is exercisable immediately or only after the
 passage of time), pursuant to any agreement, arrangement or understanding or
 upon the exercise of conversion rights, exchange rights, warrants, or
 options, or otherwise, or (ii) the right to vote pursuant to any agreement,
 arrangement or understanding; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) which
 are beneficially owned, directly or indirectly, by any other person with
 which such first mentioned person or any of its Affiliates or Associates has
 any agreement, arrangement or understanding for the purpose of acquiring,
 holding, voting or disposing of any shares of capital stock of the
 Corporation.                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 4. The
 outstanding Voting Shares shall include shares deemed owned through
 application of subparagraph D.3 above but shall not include any other Voting
 Shares which may be issuable pursuant to any agreement, or upon exercise of
 conversion rights, warrants or options, or otherwise.                                                                                                                                   

18

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.Continuing director shall mean a
 person who was a member of the Board of Directors of the Corporation elected
 by the Public Holders prior to the date as of which any 5% Stockholder
 acquired in excess of 5% of the outstanding Voting Shares, or a person
 designated (before his initial election as a director) as a continuing
 director by a majority of the then continuing directors.                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 6.
 Other consideration to be received shall mean Common Stock of the
 Corporation retained by its Public Holders in the event of a business
 combination in which the Corporation is the surviving Corporation.                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 7.
 Affiliate and Associate shall have the respective meanings given those
 terms in Rule 12b-2 of the General Rules and Regulations under the Securities
 Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 8.
 Subsidiary means any Corporation of which a majority of any class of
 equity security (as defined in Rule 3al1-1 of the General Rules and
 Regulations under the Securities Exchange Act of 1934) is owned, directly or
 indirectly, by the Corporation; provided, however, that for the purposes of
 the definition of 5% Stockholder set forth in subparagraph D.2, the term
 Subsidiary shall mean only a Corporation of which a majority of each class of equity
 security is owned, directly or indirectly, by the Corporation.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 9. A
 majority of the continuing directors shall have the power and duty to
 determine for the purposes of this Article 11., on
 the basis of information known to them, (a) the number of Voting Shares
 beneficially owned by any person, (b) whether a person is an Affiliate or
 Associate of another, or (c) whether a person has an agreement, arrangement
 or understanding with another as to the matters referred to in subparagraph
 D.3.                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 10.
 Nothing contained in this Article 11. shall
 be construed to relieve any 5% Stockholder from any fiduciary obligation
 imposed by law.                                                                                                                                                                                                                                                                                                                                                                                                 

12. Amendments.
Articles 7, 8, 10, and 11 of this Certificate of Incorporation, and this
Article 12, may not be amended, altered, changed or repealed without the
affirmative vote of holders of the outstanding capital stock of the Corporation
entitled to cast at least eighty percent (80%) of the votes which all
shareholders are entitled to cast thereon at a regular or special meeting of
shareholders duly convened after notice of such purpose to the shareholders.

4.The above restatement of the Certificate of
Incorporation was authorized by a vote of the Board of Directors of the
Corporation at a meeting held on September 22,2009.

19

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IN
WITNESS THEREOF, we have signed this Certificate this 29th day of January
2010.

| |                              | 
| | ---------------------------- | 
| | /s/ Thomas M.
OBrien       
| |                              | 
| | Thomas M.
OBrien, President
| |                             
| | /s/ Janice
Clark            
| |                              | 
| | Janice
Clark, Secretary     

20

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Restated Certificate

of

Certificate of Incorporation

of

STATE BANCORP, INC.

Under Section807 of the Business Corporation
Law

|          |                                                                                         
|--------- | ----------------------------------------------------------------------------------------
|Filed by: | Patricia M.
 Schaubeck 
 State Bancorp, Inc.
 Two Jericho Plaza
 Jericho, New York 11753

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