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                                                                     Exhibit 3.1

                            CERTIFICATE OF INCORPORATION

                                      OF

                             PAMRAPO BANCORP, INC.

FIRST:  The name of the Corporation is Pamrapo Bancorp, Inc. (hereinafter
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sometimes referred to as the "Corporation").

SECOND:  The address of the registered office of the Corporation in the State of
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New Jersey is 611 Avenue C, Bayonne, New Jersey 07002.  The name of the
registered agent at that address is Donald D. Campbell, Esq.

THIRD:  The purpose of the Corporation is to engage in any lawful act or
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activity for which a corporation may be organized under the New Jersey Business
Corporation Act.

FOURTH:
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     A.   The total number of shares of all classes of stock which the
Corporation shall have authority to issue is ten million (10,000,000) consisting
of:
          (a)  three million (3,000,000) shares of Preferred Stock, par value
     one cent ($.01) per share (the "Preferred Stock"); and

          (b)  seven million (7,000,000) shares of Common Stock, par value one
     cent ($.01) per share (the "Common Stock").

     B.   The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the
State of New Jersey (such certificate being hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the terms of any Preferred Stock Designation.

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FIFTH:  The following provisions are inserted for the management of the business
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and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:

          (a)  The business and affairs of the Corporation shall be managed by
     or under the direction of the Board of Directors. In addition to the powers
     and authority expressly conferred upon them by Statute or by this
     Certificate of Incorporation or the By-laws of the Corporation, the
     directors are hereby empowered to exercise all such powers and do all such
     acts and things as may be exercised or done by the Corporation.

          (b)  The directors of the Corporation need not be elected by written
     ballot unless the By-laws so provide.

          (c)  Any action required or permitted to be taken by the stockholders
     of the Corporation must be effected at a duly called annual or special
     meeting of stockholders of the Corporation and may not be effected by any
     consent in writing by such stockholders.

          (d)  Special meetings of stockholders of the Corporation may be called
     only by the President, or by the Board of Directors pursuant to a
     resolution adopted by a majority of the total number of authorized
     directors (whether or not there exist any vacancies in previously
     authorized directorships at the time any such resolution is presented to
     the Board for adoption) (the "Whole Board").

SIXTH:
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     A.   The number of directors shall be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a majority of the
Whole Board. The directors shall be divided into three classes, as nearly equal
in number as reasonably possible, with the term of office of the first class to
expire at the second annual meeting of stockholders, the term of office of the
second class to expire at the annual meeting of stockholders one year thereafter
and the term of office of the third class to expire at the annual meeting of
stockholders two years thereafter. At each annual meeting of stockholders
following such initial classification and election, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election. The initial directors of the Corporation shall be six in number and
are as follows:

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     William J. Campbell                           John A. Morecraft
     106 West 5/th/ Street                         1132 Marine Way West
     Bayonne, NJ 07002                             Apt. E2L
                                                   North Palm Beach, FL 33408
     James Kennedy
     120 Garfield Avenue                           Francis J. O'Donnell
     Avon, NJ 07717                                27 Muncy Drive
                                                   West Long Branch, NJ 07764
     Daniel J. Massarelli
     27 West 14/th/ Street                         Dr. Jaime Portela
     Bayonne, NJ 07002                             3610 Yacht Club Drive
                                                   Apt. 401
                                                   Portsview Aventura, FL 33180

     B.   Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the next annual meeting of stockholders. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

     C.   Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
By-Laws of the Corporation.

     D.   Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least 80 percent of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (after giving effect to the provisions of
Article FOURTH of this Certificate of Incorporation ("Article FOURTH")), voting
together as a single class.

SEVENTH:  The Board of Directors is expressly empowered to adopt, amend or
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repeal By-laws of the Corporation. Any adoption, amendment or repeal of the By-
laws of the Corporation by the Board of Directors shall require the approval of
a majority of the Whole Board. The stockholders shall also have power to adopt,
amend or repeal the By-laws of the Corporation. In

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addition to any vote of the holders of any class or series of stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors (after giving effect to
the provisions of Article FOURTH), voting together as a single class, shall be
required to adopt, amend or repeal any provisions of the By-laws of the
Corporation.

EIGHTH:
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     A.   In addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided in this
Section:

          (1)  any merger or consolidation of the Corporation or any Subsidiary
     (as hereinafter defined) with (i) any Interested Stockholder (as
     hereinafter defined) or (ii) any other corporation (whether or not itself
     an Interested Stockholder) which is, or after such merger or consolidation
     would be, an Affiliate (as hereinafter defined) of an Interested
     Stockholder; or

          (2)  Any sale, lease, exchange, mortgage, pledge, transfer or other
     disposition (in one transaction or a series of transactions) to or with any
     Interested Stockholder, or any Affiliate of any Interested Stockholder, of
     any assets of the Corporation or any Subsidiary having an aggregate Fair
     Market Value (as hereafter defined) equaling or exceeding 25% or more of
     the combined assets of the Corporation and its Subsidiaries; or

          (3)  the issuance or transfer by the Corporation or any Subsidiary (in
     one transaction or a series of transactions) of any securities of the
     Corporation or any Subsidiary to any Interested Stockholder or any
     Affiliate of any Interested Stockholder in exchange for cash, securities or
     other property (or a combination thereof) having an aggregate Fair Market
     Value (as hereinafter defined) equaling or exceeding 25% of the combined
     assets of the Corporation and its Subsidiaries except pursuant to an
     employee benefit plan of the Corporation or any Subsidiary thereof; or

          (4)  the adoption of any plan or proposal for the liquidation or
     dissolution of the Corporation proposed by or on behalf of an interested
     Stockholder or any Affiliate of any Interested Stockholder; or

          (5)  any reclassification of securities (including any reverse stock
     split), or recapitalization of the Corporation, or any merger or
     consolidation of the Corporation

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     with any of its Subsidiaries or any other transaction (whether or not with
     or into or otherwise involving an Interested 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 Interested Stockholder or any Affiliate of any Interested Stockholder;

shall require the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of stock of the Corporation entitled to
vote in the election of directors (the "Voting Stock"), voting together as a
single class. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law or by any other provisions of this Certificate of Incorporation or any
Preferred Stock Designation or in any agreement with any national securities
exchange or otherwise.

     The term "Business Combination" as used in this Article EIGHTH shall mean
any transaction which is referred to in any one or more of paragraphs 1 through
5 of Section A of this Article EIGHTH.

     B.   The provisions of Section A of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only the affirmative vote of the majority of the outstanding
shares of capital stock entitled to vote, or such vote as is required by law or
by this Certificate of Incorporation, if, in the case of any Business
Combination that does not involve any cash or other consideration being received
by the stockholders of the Corporation solely in their capacity as stockholders
of the Corporation, the condition specified in the following paragraph 1 is met
or, in the case of any other Business Combination, all of the conditions
specified in either of the following paragraphs 1 and 2 are met:

          1.   The Business Combination shall have been approved by a majority
     of the Disinterested Directors (as hereinafter defined).

          2.   All of the following conditions shall have been met:

               (a)  The aggregate amount of the cash and the Fair Market Value
          as of the date of the consummation of the Business Combination of
          consideration other than cash to be received per share by the holders
          of Common Stock in such Business Combination shall at least be equal
          to the higher of the following:

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                    I.   (if applicable) the Highest Per Share Price (as
               hereinafter defined), including any brokerage commissions,
               transfer taxes and soliciting dealers' fees, paid by the
               Interested Stockholder or any of its Affiliates for any shares of
               Common Stock acquired by it (X) within the two-year period
               immediately prior to the first public announcement of the
               proposal of the Business Combination (the "Announcement Date"),
               or (Y) in the transaction in which it became an Interested
               Stockholder, whichever is higher.

                    II.  the Fair Market Value per share of Common Stock on the
               Announcement Date or on the date on which the Interested
               Stockholder became an Interested Stockholder (such latter date is
               referred to in this Article EIGHTH as the "Determination Date"),
               whichever is higher.

               (b)  The aggregate amount of the cash and the Fair Market Value
          as of the date of the consummation of the Business Combination of
          consideration other than cash to be received per share by holders of
          shares of any class of outstanding Voting Stock other than Common
          Stock shall be at least equal to the highest of the following (it
          being intended that the requirements of this subparagraph (b) shall be
          required to be met with respect to every such class of outstanding
          Voting Stock, whether or not the Interested Stockholder has previously
          acquired any shares of a particular class of Voting Stock):

                    I.   (if applicable) the Highest Per Share Price (as
               hereinafter defined), including any brokerage commissions,
               transfer taxes and soliciting dealers' fees, paid by the
               Interested Stockholder for any shares of such class of Voting
               Stock acquired by it (X) within the two-year period immediately
               prior to the Announcement Date, or (Y) in the transaction in
               which it became an Interested Stockholder, whichever is higher;

                    II.  (if applicable) the highest preferential amount per
               share to which the holders of shares of such class of Voting
               Stock are entitled in the event of any voluntary or involuntary
               liquidation, dissolution or winding up of the Corporation; and

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                    III.  the Fair Market Value per share of such class of
               Voting Stock on the Announcement Date or on the Determination
               Date, whichever is higher.

               (c)  The consideration to be received by holders of a particular
          class of outstanding Voting Stock (including Common Stock) shall be in
          cash or in the same form as the Interested Stockholder has previously
          paid for shares of such class of Voting Stock. If the Interested
          Stockholder has paid for shares of any class of Voting Stock with
          varying forms of consideration, the form of consideration to be
          received per share by holders of shares of such class of Voting Stock
          shall be either cash or the form used to acquire the largest number of
          shares of such class of Voting Stock previously acquired by the
          Interested Stockholder. The price determined in accordance with
          subparagraph B.2 of this Article EIGHTH shall be subject to
          appropriate adjustment in the event of any stock dividend, stock
          split, combination of shares or similar event.

               (d)  After such Interested Stockholder has become an Interested
          Stockholder and prior to the consummation of such Business
          Combination: (i) except as approved by a majority of the Disinterested
          Directors, there shall have been no failure to declare and pay at the
          regular date therefor any full quarterly dividends (whether or not
          cumulative) on any outstanding stock having preference over the Common
          Stock as to dividends or liquidation; (ii) there shall have been (X)
          no reduction in the annual rate of dividends paid on the Common Stock
          (except as necessary to reflect any subdivision of the Common Stock),
          except as approved by a majority of the Disinterested Directors, and
          (Y) an increase in such annual rate of dividends as necessary to
          reflect any reclassification (including any reverse stock split),
          recapitalization, reorganization or any similar transaction which has
          the effect of reducing the number of outstanding shares of the Common
          Stock, unless the failure to so increase such annual rate is approved
          by a majority of the Disinterested Directors, and (iii) neither such
          Interested Stockholder or any of its Affiliates shall have become the
          beneficial owner of any additional shares of Voting Stock except as
          part of the transaction which results in such Interested Stockholder
          becoming an Interested Stockholder.

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               (e)  After such Interested Stockholder has become an Interested
          Stockholder, such Interested Stockholder shall not have received the
          benefit, directly or indirectly (except proportionately as a
          stockholder), of any loans, advances, guarantees, pledges or other
          financial assistance or any tax credits or other tax advantages
          provided by the Corporation, whether in anticipation of or in
          connection with such Business Combination or otherwise.

               (f)  A proxy or information statement describing the proposed
          Business Combination and complying with the requirements of the
          Securities Exchange Act of 1934 and the rules and regulations
          thereunder (or any subsequent provisions replacing such Act, rules or
          regulations) shall be mailed to stockholders of the Corporation at
          least 30 days prior to the consummation of such Business Combination
          (whether or not such proxy or information statement is required to be
          mailed pursuant to such Act or subsequent provisions).

     C.   For the purposes of this Article EIGHTH:

          1.   A "Person" shall include an individual, a group acting in
     concert, a corporation, a partnership, an association, a joint venture, a
     pool, a joint stock company, a trust, an unincorporated organization or
     similar company, a syndicate or any other group formed for the purpose of
     acquiring, holding or disposing of securities.

          2.   "Interested Stockholder" shall mean any person (other than the
     Corporation or any Holding Company or Subsidiary thereof) who or which:

               (a)  is the beneficial owner, directly or indirectly, of more
          than 10% of the voting power of the outstanding Voting Stock; or

               (b)  is an Affiliate of the Corporation and at any time within
          the two-year period immediately prior to the date in question was the
          beneficial owner, directly or indirectly, of 10% or more of the voting
          power of the then outstanding Voting Stock; or

               (c)  is an assignee of or has otherwise succeeded to any shares
          of Voting Stock which were at any time within the two-year period
          immediately prior to the date in question beneficially owned by any
          Interested Stockholder, if such assignment or succession shall have
          occurred in the course of a transaction

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          or series of transactions not involving a public offering within the
          meaning of the Securities Act of 1933.

          3.   A person shall be a "beneficial owner" of any Voting Stock:

               (a)  which such person or any of its Affiliates or Associates (as
          hereinafter defined) beneficially owns, directly or indirectly within
          the meaning of Rule 13d-3 under the Securities Exchange Act of 1934;
          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 (but neither such person nor any such Affiliate or
          Associate shall be deemed to be the beneficial owner of any shares of
          solely by reason of a revocable proxy granted for a particular meeting
          of stockholders, pursuant to a public solicitation of proxies for such
          meeting, and with respect to which shares neither such person nor any
          such Affiliate or Associate is otherwise deemed the beneficial owner);
          or

               (c)  which are beneficially owned, directly or indirectly within
          the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
          by any other person with which such person or any of its Affiliates or
          Associates has any agreement, arrangement or understanding for the
          purposes of acquiring, holding, voting (other than solely by reason of
          a revocable proxy as described in subparagraph (b) of this paragraph
          3.) or disposing of any shares of Voting Stock;

provided, however, that in the case of any employee stock ownership or similar
plan of the Corporation or of any Subsidiary in which the beneficiaries thereof
possess the right to vote any shares of Voting Stock held by such plan, no such
plan nor any trustee with respect thereto (nor any Affiliate of such trustee),
solely by reason of such capacity of such trustee, shall be deemed, for any
purposes hereof, to beneficially own any shares of Voting Stock held under any
such plan.

          4.   For the purpose of determining whether a person is an Interested
     Stockholder pursuant to Paragraph 2 of this Section C, the number of shares
     of Voting

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     Stock deemed to be outstanding shall include shares deemed owned through
     application of Paragraph 3 of this Section C but shall not include any
     other shares of Voting Stock which may be issuable pursuant to any
     agreement, arrangement or understanding, or upon exercise of conversion
     rights, warrants or options, or otherwise.

          5.   "Affiliate" and "Associate" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
     under the Securities Exchange Act of 1934.

          6.   "Subsidiary" means any corporation of which a majority of any
     class of equity security is owned, directly or indirectly, by the
     Corporation; provided, however, that for the purposes of the definition of
     Interested Stockholder set forth in Paragraph 2 of this Section C, 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.

          7.   "Disinterested Director" means any member of the Board of
     Directors who is unaffiliated with the Interested Stockholder and was a
     member of the Board of Directors prior to the time that the Interested
     Stockholder became an Interested Stockholder, and any director who is
     thereafter chosen to fill any vacancy of the Board of Directors or who is
     elected and who, in either event is unaffiliated with the Interested
     Stockholder and in connection with his or her initial assumption of office
     is recommended for appointment or election by a majority of Disinterested
     Directors then on the Board of  Directors.

          8.   "Fair Market Value" means: (a) in the case of stock, the highest
     closing sales price of the stock during the 30-day period immediately
     preceding the date in question of a share of such stock on the National
     Association of Securities Dealers Automated Quotation System or any system
     then in use, or, if such stock is admitted to trading on a principal United
     States securities exchange registered under the Securities Exchange Act of
     1934, Fair Market Value shall be the highest sale price reported during the
     30-day period preceding the date in question, or, if no such quotations are
     available, the Fair Market Value on the date in question of a share of such
     stock as determined by the Board of Directors in good faith, in each case
     with respect to any class of stock, appropriately adjusted for any dividend
     or distribution in shares of such stock or any combination or
     reclassification of outstanding shares of such stock into a smaller number

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     of shares of such stock, and (b) in the case of property other than cash or
     stock, the Fair Market Value of such property on the date in question as
     determined by the Board of Directors in good faith.

          9.   Reference to "Highest Per Share Price" shall in each case with
     respect to any class of stock reflect an appropriate adjustment for any
     dividend or distribution in shares of such stock or any stock split or
     reclassification of outstanding shares of such stock into a greater number
     of shares of such stock or any combination or reclassification of
     outstanding shares of such stock into a smaller number of shares of such
     stock.

          10.  In the event of any Business Combination in which the Corporation
     survives, the phrase "other consideration to be received" as used in
     Subparagraphs (a) and (b) of Paragraph 2 of Section B of this Article
     EIGHTH shall include the shares of Common Stock and/or the shares of any
     other class of outstanding Voting Stock retained by the holders of such
     shares.

     D.   A majority of the Directors of the Corporation shall have the power
and duty to determine for the purposes of this Article EIGHTH, on the basis of
information known to them after reasonable inquiry, (a) whether a person is an
Interested Stockholder; (b) the number of shares of Voting Stock beneficially
owned by any person; (c) whether a person is an Affiliate or Associate of
another; and (d) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in any Business
Combination has an aggregate Fair Market Value equaling or exceeding 25% of the
combined assets of the Corporation and its Subsidiaries. A majority of the
Directors shall have the further power to interpret all of the terms and
provisions of this Article EIGHTH.

     E.   Nothing contained in this Article EIGHTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

     F.   Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least 80 percent of the voting power of all of the then-
outstanding shares of the

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Voting Stock, voting together as a single class, shall be required to alter,
amend or repeal this Article EIGHTH.

NINTH:  The Board of Directors of the Corporation, when evaluating any offer of
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another Person (as defined in Article EIGHTH hereof) to (A) make a tender or
exchange offer for any equity security of the Corporation, (B) merge or
consolidate the Corporation with another corporation or entity or (C) purchase
or otherwise acquire all or substantially all of the properties and assets of
the Corporation may, in connection with the exercise of its judgment in
determining what is in the best interest of the Corporation and its
stockholders, give due consideration to all relevant factors, including, without
limitation the social and economic effect of acceptance of such offer on the
Corporation's present and future customers and employees and those of its
Subsidiaries (as defined in Article EIGHTH hereof); on the communities in which
the Corporation and its Subsidiaries operate or are located; on the ability of
the Corporation to fulfill its corporate objectives as a savings and loan
holding company and on the ability of its subsidiary savings association to
fulfill the objectives of a New Jersey-chartered stock form savings association
under applicable statutes and regulations.

TENTH:
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     A.   Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the New Jersey Business Corporation Act, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith;

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provided, however, that, except as provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

     B.   The right to indemnification conferred in Section A of this Article
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the New Jersey
Business Corporation Act requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter and "undertaking"),
by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article shall be contract rights
and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

     C.   If a claim under Section A or B of this Article is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim.  If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit.  In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not

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met any applicable standard for indemnification set forth in the New Jersey
Business Corporation Act. Neither the failure of the Corporation (including its
board of directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the New Jersey Business Corporation
Act, nor an actual determination by the Corporation (including its board of
directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article or otherwise shall be on the
Corporation.

     D.   The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
certificate of incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.

     E.   The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the New Jersey Business Corporation Act.

     F.   The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

ELEVENTH:  A director of this Corporation shall not be personally liable to the
--------
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing

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<PAGE>

violation of law, (iii) under Section 14A:6-12 of the New Jersey Business
Corporation Act, or (iv) for any transaction from which the director derived an
improper personal benefit. If the New Jersey Business Corporation Act is amended
after approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the New Jersey Business Corporation Act, as so
amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.

TWELFTH:  The Corporation reserves the right to amend or repeal any provision
-------
contained in this Certificate of Incorporation in the manner prescribed by the
laws of the State of New Jersey and all rights conferred upon stockholders are
granted subject to this reservation; provided, however, that, notwithstanding
                                     -------- --------
any other provision of this Certificate of Incorporation or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
vote of the holders of any class or series of the stock of this Corporation
required by law or by this Certificate of Incorporation, the affirmative vote of
the holders of at least 80 percent of the voting power of all of the then-
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors (after giving effect to the provisions of
Article FOURTH), voting together as a single class, shall be required to amend
or repeal this Article TWELFTH, clauses (c) or (d) of Article FIFTH, Article
SIXTH, Article SEVENTH, Article EIGHTH or Article TENTH.

THIRTEENTH:  The name and mailing address of the sole incorporator are as
----------
follows:

                 Name                   Mailing Address
                 ----                   ---------------
          William J. Campbell           611 Avenue C
                                        Bayonne, NJ 07002

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<PAGE>

I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of New Jersey, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and, accordingly, have hereto set my hand this 7th day of February, 2001.

                                    /s/ William J. Campbell
                                    --------------------------------------
                                    William J. Campbell

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