Exhibit  3.1

                                    RESTATED

                         CERTIFICATE OF INCORPORATION OF

                          SVB FINANCIAL SERVICES, INC.

      The  undersigned,   for  the  purpose  of  restating  the  certificate  of
incorporation of SVB Financial Services,  Inc. pursuant to Section 14A:9-5(2) of
the New Jersey Business Corporation Act, hereby certify as follows:

I.    The name of the Corporation is:

                          SVB FINANCIAL SERVICES, INC.

II.   The purposes for which the Corporation is organized are as follows:

      A. To engage  in any and all  activities  within  the  purposes  for which
corporation may be organized under the New Jersey Business Corporation Act;

      B. To act as a bank holding  company.  Without  limiting in any manner the
scope and generality of the foregoing,  the Corporation shall have the following
purposes and powers:

            (1) To acquire by any means and to  receive,  make  investments  in,
hold, own, guarantee, assign, exchange, transfer, mortgage, pledge, or otherwise
dispose  of, or deal in,  any and all  securities  (as such term is  hereinafter
defined)  issued or created by any  entity,  public or private,  whether  formed
under the laws of the United  States of  America or of any state,  commonwealth,
territory, dependency or possession thereof, or of any foreign country or of any
political  subdivision,   territory,  dependency,   possession  or  municipality
thereof,  or issued or created  by the United  States of America or any state or
commonwealth  thereof or any foreign  country,  or by any  agency,  subdivision,
territory,  dependency,  possession or municipality of any of the foregoing, and
as owner thereof to possess and exercise all the rights,  powers and  privileges
of ownership;

            (2) To cause to be organized  under the laws of the United States of
America or of any state,  commonwealth,  territory,  dependency or possession or
municipality   thereof,   one  or  more  corporations,   firms,   organizations,
associations or other entities and to cause the same to be dissolved,  wound up,
liquidated, merged or consolidated;

            (3) To acquire by  purchase  or  exchange,  or by  transfer to or by
merger or  consolidation  with,  the  Corporation  or any other  entity owned or
controlled,  directly or indirectly, by the Corporation, or to otherwise acquire
the whole or any part of the business,  good will, rights or other assets of any
other entity,  and to undertake or assume in  connection  therewith the whole or
any  part of the  liabilities  and  obligations  thereof,  to  effect  any  such
acquisition in whole or in part by delivery of cash or other property, including
securities issued by the corporation, or by other lawful means;


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            (4) To make  loans and give other  forms of credit,  with or without
security,  and to negotiate  and make  contracts  and  agreements  in connection
therewith;

            (5) To aid by loan, subsidy, guaranty or in any other lawful manner,
any  other  entity  of  which  any  securities  are in any  manner  directly  or
indirectly  held by the  Corporation  or in which  the  Corporation  or any such
entity  may be or become  otherwise  interested,  to  guarantee  the  payment of
dividends  on any stock  issued by any such  entity;  to  guarantee  or, with or
without recourse against any such entity, to assume the payment of the principal
of, or the interest on, any obligations issued or incurred by such entity; to do
any  and  all  other  acts  and  things  for  the  enhancement,   protection  or
preservation of any securities which are in any manner,  directly or indirectly,
held, guaranteed or assumed by the Corporation;

            (6) To borrow  money for any  business,  object  or  purpose  of the
Corporation from time to time,  without limit as to amount; to issue any kind of
evidence of  indebtedness,  whether or not in connection  with borrowing  money,
including  evidences of indebtedness  convertible into stock of the Corporation;
to secure the payment of any  evidence of  indebtedness  by the  creation of any
interest in any of the  property or rights of the  Corporation,  whether at that
time owned or thereafter acquired;

            (7) To render service, assistance, counsel and advice to, and to act
as representative or agent in any capacity for any other entity.

            (8)  The  term   "securities"   as  used  in  this   Certificate  of
Incorporation  shall mean any and all notes,  stocks,  treasury  stocks,  bonds,
debentures, evidences of indebtedness, certificates of interest or participation
in any profit-sharing agreement, collateral-trust certificates,  preorganization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates,  certificates of deposit for a security, or, in general, any
interests  or  instruments  commonly  known  as  "securities",  or any  and  all
certificates of interest or participation in, temporary or interim  certificates
for,  receipts  for,  guaranties  of, or warrants or rights to  subscribe  to or
purchase, any of the foregoing.

      C.  The  Corporation  shall  possess  and  may  exercise  all  powers  and
privileges  necessary  and  convenient  to  effect  any or all of the  foregoing
purposes,  or to further any or all of the foregoing powers, and the enumeration
herein of any specific purposes or powers shall not be held to limit or restrict
the Corporation in any manner.

III. A. The aggregate number of shares of stock which the Corporation shall have
authority to issue is 10,000,000  shares of stock, with a par value of $2.09 per
share of which 6,000,000  shares shall be common stock with a par value of $2.09
per share.

      B.  Subject  to and in  accordance  with the  provisions  of  Section 2 of
Chapter 7 of Title 14A of the New Jersey Statutes, the Board of Directors of the
Corporation shall have authority to divide the authorized but not yet designated
shares of stock of the  Corporation  which  have not yet been  issued  into such
classes or series of stock with such designations, in such numbers and with such
relative  rights,  preferences  and  limitations as the Board of Directors shall
determine.  The Board of  Directors  shall  also have  authority  to change  the
designation  or  number  of  shares,  or the  relative  rights,  preferences  or
limitations of the shares of any  theretofore  established  class


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or series, no shares of which have been issued.  The Board shall also have power
under  Sections 1 and 9 of Chapter 7 of Title 14A of the New Jersey  Statutes to
create  from the  authorized  but  unissued  shares of stock of the  Corporation
classes or series of convertible bonds or debentures.

      C. No holder of any shares of the  Corporation  shall have any  preemptive
right  to  purchase,  subscribe  for or  otherwise  acquire  any  shares  of the
Corporation  of  any  class  now or  hereafter  authorized,  or  any  securities
exchangeable  for or  convertible  into such  shares,  or any  warrants or other
instruments  evidencing  rights  or  options  to  subscribe  for,  purchase,  or
otherwise acquire such shares.

IV.  The Board of  Directors  of the  Corporation  shall be  classified  and the
directors  shall be divided  into three  classes,  as nearly  equal in number as
possible.  In  the  election  of  directors  at  the  First  Annual  Meeting  of
Stockholders,  the term of office of the first class shall  expire at the Second
Annual  Meeting of  Stockholders,  the term of office of the second  class shall
expire at the Third Annual  Meeting of  Stockholders,  and the term of office of
the third class shall expire at the Fourth Annual  Meeting of  Stockholders.  At
each Annual Meeting of Stockholders  following such initial  classification  and
election,  the number of  directors  equal to the number of the class whose term
expires at the time of such  meeting  shall be elected to hold office  until the
third succeeding Annual Meeting of Stockholders. Each director shall hold office
until his successor is elected and qualified,  or until his earlier  resignation
or removal.

      Notwithstanding  any other  provisions of the Certificate of Incorporation
or  By-Laws  of the  Corporation  (and  notwithstanding  the fact  that a lesser
percentage may be specified by law, the other  provisions of this Certificate of
Incorporation,  or the  By-Laws  of the  Corporation),  and in  addition  to any
requirement of the Business  Corporation Act of New Jersey, the affirmative vote
of the  stockholders  holding  not less than  three-fourths  of the  outstanding
shares of common stock of the  Corporation,  voted as a single  class,  shall be
required to amend or repeal,  or to adopt any provisions  inconsistent with this
Article; provided, however, that the preceding provision shall not be applicable
any  amendment  or repeal or adoption of any  provision  inconsistent  with this
Article  1,  and  such   amendment  or  repeal  or  adoption  of  any  provision
inconsistent  with this Article I shall  require only such  affirmative  vote as
required by law and any other provisions of this  Certificate of  Incorporation,
if such  amendment or repeal or adoption  shall have been approved by a majority
vote of the Board of Directors.

V. The total number of directors which constitutes the Board of Directors of the
Corporation  shall not be less than five (5) or more than twenty-five  (25), the
total  number  to be fixed by the vote of a  majority  of the  total  number  of
authorized directors in advance of the Annual Meeting of Stockholders.

      A. During the period between Annual Meetings of Stockholders, the Board of
Directors  may increase or decrease the number of directors in office by no more
than two (2) directors.

      B.  At  the  Annual  Meeting  of  Stockholders,  the  stockholders  of the
Corporation  shall be entitled to increase or decrease the number of  directors,
to a greater or lesser  number than that set by the Board of  Directors,  by the
affirmative  vote of at least 75% of the shares of the Corporation then entitled
to be voted an election of directors.


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      C.  Any  increase  or  decrease  in  the  number  of  directors  shall  be
apportioned  among the classes of  directors  so as to maintain the size of each
class as nearly equal as possible.

      D. Any vacancy on the Board of Directors,  whether  resulting  from death,
resignation,  removal,  increase in number of directors,  or other cause, may be
filled  only by a vote of  two-thirds  of the  directors  then in  office at any
regular or special  meeting of the Board of Directors  called for that  purpose.
Any  director so elected  shall  serve until the next  election of the class for
which such  director  shall have been  chosen and until his  successor  shall be
elected and qualified.

      E. Any director on the Board of Directors  may be removed for cause as set
forth in this Section E. Except as may  otherwise be provided by law,  cause for
removal shall be construed to exist only if:

            (1) the director  whose removal is proposed has been  convicted,  or
where a  director  was  granted  immunity  to  testify  where  another  has been
convicted,  of a felony by a court of competent jurisdiction and such conviction
is no longer subject to direct appeal;

            (2) such  director  has  been  adjudicated  by a court of  competent
jurisdiction to be liable for negligence,  or misconduct,  in the performance of
his  duty to the  Corporation  in a  matter  of  substantial  importance  to the
Corporation and such adjudication is no longer subject to direct appeal;

            (3) such director has become mentally incompetent, whether or not so
adjudicated,  which  mental  incompetency  directly  affects  his  ability  as a
director of the Corporation;

            (4) such director ceases to fulfill the  qualification  requirements
set forth in the By-Laws of the Corporation; or

            (5) such  director's  actions  or  failure  to act are deemed by the
Board of Directors to be in derogation of the director's duties.

      F.  Removal for cause,  as cause is defined in (1) and (2) above,  must be
approved by at least a two-thirds  vote of the total number of directors and the
action  for  removal  must be  brought  within  one year of such  conviction  or
adjudication.  Removal for cause, as cause is defined in (3), (4) and (5) above,
must be approved by at least  two-thirds of the total number of  directors.  For
purposes of this paragraph,  the total number of directors shall not include the
director who is the subject of the removal determination, nor will such director
be entitled to vote thereon.

      G.  No  director  may be  removed  by the  Board  of  Directors  or by the
stockholders without cause.

      H.   Notwithstanding   any  other   provisions  of  the   Certificate   of
Incorporation or By-Laws of the Corporation (and notwithstanding the fact that a
lesser  percentage  may be  specified  by  law,  the  other  provisions  of this
Certificate  of  Incorporation,  or  the  By-Laws  of the  Corporation),  and in
addition to any requirement of the Business  Corporation Act of New Jersey,  the
affirmative vote of the stockholders  holding not less then three-fourths of the
outstanding


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<PAGE>

shares of common stock of the  Corporation,  voted as a single  class,  shall be
required to amend or repeal,  or to adopt any provisions  inconsistent with this
Article; provided, however, that the preceding provision shall not be applicable
to any amendment or repeal or adoption of any provision  inconsistent  with this
Article, and such amendment or repeal or adoption of any provision  inconsistent
with this Article  shall require only such  affirmative  vote as required by law
and any other provisions of this Certificate of Incorporation, if such amendment
or repeal or adoption  shall have been  approved by a majority vote of the Board
of Directors.

VI.  No action  required  to be taken or which  may be taken at any  meeting  of
stockholders  of the  Corporation  may be taken by  written  consent  without  a
meeting,  except that any such action may be taken  without a vote, if a consent
in  writing,  setting  forth the  action  so  taken,  shall be signed by all the
stockholders  of the  Corporation  entitled  to vote  thereon,  except as may be
provided by law.

      Notwithstanding  any other  provisions of the Certificate of Incorporation
or By Laws of the  Corporation  (and  notwithstanding  the  fact  that a  lesser
percentage may be specified by law, the other  provisions of this Certificate of
Incorporation,  or the  By-Laws  of the  Corporation),  and in  addition  to any
requirement of the Business  Corporation Act of New Jersey, the affirmative vote
of the  stockholders  holding  not less than  three-fourths  of the  outstanding
shares of common stock of the  Corporation,  voted as a single  class,  shall be
required to amend or repeal,  or to adopt any provisions  inconsistent with this
Article; provided, however, that the preceding provision shall not be applicable
in any amendment or repeal or adoption of any provision  inconsistent  with this
Article, and such amendment or repeal or adoption of any provision  inconsistent
with this Article  shall require only such  affirmative  vote as required by law
and any other provisions of this Certificate of Incorporation, if such Amendment
or repeal or adoption  shall have been  approved by a majority vote of the Board
of Directors.

VII. Except as expressly permitted in sub-paragraph A below, any purchase by the
corporation,  or any  subsidiary of the  Corporation,  of shares of common stock
from a person or group of persons known by the  Corporation  to be an Interested
Stockholder (as hereinafter  defined) at a per share price in excess of the Fair
Market Value (as hereinafter defined) at the time of such purchase of the shares
so purchased,  shall require the affirmative vote of not less than a majority of
the votes entitled to be cast by the holders of all then  outstanding  shares of
common 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 or separate class vote may be specified by law, or otherwise.

      A. The  provisions of this Article shall not be applicable to any purchase
of shares of common stock, if such purchase is pursuant to:

            (1) an offer,  made  available on the same terms,  to the holders of
all of the outstanding shares of the same class as those purchased; or

            (2) a  purchase  program  effected  on the open  market  and not the
result of a privately-negotiated transaction.

      B. For purposes of this Article:


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            (1) The term "Interested  Stockholder" shall mean a holder, or group
of holders acting in concert, of more than five percent (5%) of the common stock
of the Corporation; and

            (2) The term "Fair Market Value" shall mean the average  closing bid
quotations  with  respect  to a share  of  common  stock  for the 30 day  period
preceding  the  date in  question  on the  National  Association  of  Securities
Dealers,  Inc. Automated Quotation System or any system or exchange on which the
stock is then listed or quoted, or if no such quotation is available,  the value
of a share of common stock as determined in good faith by a majority vote of the
Board of Directors.

      C.   Notwithstanding   any  other   provisions  of  the   Certificate   of
Incorporation or By-Laws of the Corporation (and notwithstanding the fact that a
lesser  percentage  may be  specified  by  law,  the  other  provisions  of this
Certificate  of  Incorporation,  or  the  By-laws  of the  Corporation),  and in
addition to any requirement of the Business  Corporation Act of New Jersey,  the
affirmative vote of the stockholders  holding not less than three-fourths of the
outstanding shares of common stock of the Corporation,  voted as a single class,
shall be required to amend or repeal,  or to adopt any  provisions  inconsistent
with this Article; provided,  however, that the preceding provision shall not be
applicable to any amendment or repeal or adoption of any provision  inconsistent
with this  Article,  and such  amendment or repeal or adoption of any  provision
inconsistent  with this  Article  shall  require only such  affirmative  vote as
required by law and any other provisions of this  Certificate of  Incorporation,
if such  amendment or repeal or adoption  shall have been approved by a majority
vote of the Board of Directors.

VIII. The affirmative vote or consent of the holders of not less than two-thirds
of the  outstanding  shares of  Voting  Stock (as  hereinafter  defined)  of the
Corporation held by stockholders other than the Acquiring Person (as hereinafter
defined)  with  which  or by or on  whose  behalf,  directly  or  indirectly,  a
"Business Combination" (as hereinafter defined) is proposed,  voting as a single
class,  shall be required for the  approval or  authorization  of such  Business
Combination.   Notwithstanding  the  foregoing,   the  above  two-thirds  voting
requirement shall not be applicable if such Business  Combination is approved by
a majority vote of the Continuing  Directors (as hereinafter  defined) or if the
cash or fair market value of the property, securities, or other consideration to
be received per share by all holders of shares of each class or series of Voting
Stock in such Business  Combination,  as of the date of consummation thereof, is
an  amount  not less  than the  higher of (a) the  Highest  Per Share  Price (as
hereinafter  defined)  paid by such  Acquiring  Person in  acquiring  any of its
holdings of Voting Stock, and (b) the Fair market Price (as hereinafter defined)
of such  class of Voting  Stock  determined  on the date the  proposal  for such
Business Combination was first publicly announced,  and such consideration shall
be in the  same  form  and of the same  kind as the  consideration  paid by such
Acquiring Person in acquiring the shares of Voting Stock it already owns. If the
Acquiring  Person had paid for  shares of Voting  Stock  with  varying  forms of
consideration, the form of consideration to be received by the holders of Voting
Stock  shall be in the form  used to  acquire  the  largest  number of shares of
Voting Stock acquired by the Acquiring Person. If the Continuing  Directors have
not approved the Business  Combination by a majority vote, then other conditions
which must be met if the two-thirds  voting  requirement is not to be applicable
to the subject Business Combination are:


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                  (a)   after  the  Acquiring  Person  has  obtained  5% of  the
                        Corporation's voting Stock and prior to the consummation
                        of the  Business  Combination  (except as  approved by a
                        vote of a majority of the  Continuing  Directors)  there
                        shall have been no  failure  to  declare  and pay at the
                        regular  date  therefor  any  full  quarterly   dividend
                        (whether or not cumulative) on any outstanding preferred
                        stock of the Corporation; there shall have been

                        (i)   no reduction in the annual rate of  dividends,  if
                              any, paid on the common stock (except as necessary
                              to reflect any  subdivision  of the common stock),
                              except  as  approved  by a  majority  vote  of the
                              Continuing Directors, and

                        (ii)  an increase in such  annual rate of  dividends  as
                              necessary  to prevent  any such  reduction  in the
                              event  of  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 common  stock,  unless  the
                              failure  so  to  increase   such  annual  rate  is
                              approved  by a  majority  vote  of the  Continuing
                              Directors;  and such  Acquiring  Person  shall not
                              have become the beneficial owner of any additional
                              shares  of  Voting  Stock  except  as  part of the
                              transaction which results in such Acquiring Person
                              owning 5% or more of the Voting Stock;

                  (b)   after such  Acquiring  Person  has  become an  Acquiring
                        Person,  such  Acquiring  Person 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,  except as approved by a majority vote of the
                        Continuing Directors;

                  (c)   a proxy or information statement describing the proposed
                        Business Combination and complying with the requirements
                        of the Securities  Exchange Act of 1934, as amended (the
                        "Act"),   shall  be  mailed  to   stockholders   of  the
                        Corporation  at least 30 days prior to the  consummation
                        of such  Business  Combination  (whether  such  proxy or
                        information  statement is required to be mailed pursuant
                        to the  Act or the  rules  promulgated  thereunder  (the
                        "Rules");

                  (d)   if deemed  advisable  by a majority  vote of  Continuing
                        Directors,  the  proxy or  information  statement  shall
                        contain  either  a  recommendation   by  a  majority  of
                        Continuing   Directors  as  to  the   advisability   (or
                        inadvisability)  of  the  Business   Combination  or  an

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                        opinion by an  investment  banking  firm,  selected by a
                        majority of the Continuing Directors, as to the fairness
                        (or  unfairness)  of  the  Business  Combination  to the
                        stockholders of the Corporation other than the Acquiring
                        Person, or both; and

                  (e)   all per share prices  referred to in this Article  shall
                        have  been   appropriately   adjusted   to  reflect  any
                        intervening     stock    splits,     stock    dividends,
                        recapitalization,    reclassification   (including   any
                        reverse stock  splits),  reorganizations  or any similar
                        transactions.

      A.    For purposes of this Article:

            (1) "Acquiring Person" shall mean any individual, corporation (other
than the Corporation),  partnership, other person or entity which, together with
its affiliates and associates (as defined in the Act or the Rules thereunder, as
amended),   and  with  any  other  individual,   corporation   (other  than  the
Corporation),  partnership,  person  or  entity  with  which it or they have any
agreement,  arrangement,  or understanding  with respect to acquiring,  holding,
voting or disposing of Voting  Stock,  beneficially  owns (within the meaning of
the Act or the  Rules) in the  aggregate  5% or more of the  outstanding  Voting
Stock of the Corporation. "Acquiring Person" shall also include any assignee of,
or person or entity which has succeeded to any shares of Voting Stock which were
at any time prior to the date of assignment or succession  beneficially owned by
a 5% owner,  or an affiliate or associate of a 5% owner,  if 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,  as amended.  A person or entity,  its  affiliates  and
associates,  assignees  and  successors,  and all such other persons or entities
with whom they have any such agreement,  arrangement,  or understanding shall be
deemed a single Acquiring  Person for purposes of this Article.  For purposes of
this Article,  the Continuing Directors shall by majority vote have the power to
determine,  on the basis of information known to the Board, if and when there is
an Acquiring Person. Any such determination  shall be conclusive and binding for
all purposes of this Article.

            (2)   "Business   Combination"   shall   mean  (a)  any   merger  or
consolidation of the Corporation or a subsidiary of the Corporation with or into
an  Acquiring  Person,  (b)  any  sale,  lease,  exchange,   transfer  or  other
disposition, including, without limitation, a mortgage or other security device,
in a  single  transaction  or  related  series  of  transactions,  of all or any
Substantial Part (as hereinafter defined of the assets either of the Corporation
(including  without  limitation  any voting  securities of a subsidiary) or of a
subsidiary  of the  Corporation  to an  Acquiring  Person,  (c)  any  merger  or
consolidation  of  an  Acquiring  Person  with  or  into  the  Corporation  or a
subsidiary of the Corporation,  (d) any sale, lease, exchange, transfer or other
disposition,  including without  limitation a mortgage or other security device,
in a  single  transaction  or  related  series  of  transactions,  of all or any
Substantial  Part of the assets of an Acquiring  Person to the  Corporation or a
subsidiary  of the  Corporation,  (e)  the  issuance  of any  securities  of the
Corporation or a subsidiary of the Corporation to an Acquiring  Person,  (f) any
recapitalization,  merger  or  consolidation  that  would  have  the  effect  of
increasing the voting power of an Acquiring Person, (g) the adoption of any plan
or proposal for the  liquidation  or dissolution  of the  Corporation  proposed,
directly or indirectly,  by or


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<PAGE>

on  behalf  an  Acquiring  Person,  (h)  any  merger  or  consolidation  of  the
Corporation with a subsidiary of the Corporation  proposed by or on behalf of an
Acquiring  Person,  unless  approved  by  a  majority  vote  of  the  Continuing
Directors;  (i) any agreement,  contract, or other arrangement providing for any
of the transactions  described in this definition of Business  Combination,  and
(j) any other  transaction  with an Acquiring Person which requires the approval
of the stockholders  under the Business  Corporation Act of New Jersey. A person
who is an Acquiring Person as of (k) the time any definitive  agreement relating
to a  Business  Combination  is  entered  into,  (1)  the  record  date  for the
determination  of  stockholders  entitled to notice of and to vote on a Business
Combination,  or  (m)  immediately  prior  to  the  consummation  of a  Business
Combination, shall be an Acquiring Person for purposes of this definition.

            (3) "Continuing  Directors" of the Corporation shall mean a director
who was a  member  of the  Board of  Directors  of the  Corporation  on or about
February 1, 1996 and is still a director,  together with each director who was a
member  of the  Board  of  Directors  immediately  prior  to the  time  that the
Acquiring Person involved in a Business  Combination  became an Acquiring Person
and any successor to such Continuing  Director who was nominated or elected by a
majority of the then Continuing  Directors or any director nominated or approved
for  nomination  to the Board of Directors by a majority of the then  Continuing
Directors and elected by the  stockholders.  A majority  vote of the  Continuing
Directors shall mean a vote of the majority of the Continuing  Directors then in
office,  provided that at least two Continuing  Directors are then in office and
participate in such vote.

            (4) "Fair Market Price" shall mean for any class or series of Voting
Stock the highest closing bid quotation with respect to a share of such class or
series of stock as determined in good faith by a majority vote of the Continuing
Directors.

            (5) "Highest Per Share Price" shall mean the following:  If there is
only one  class  and  series  of  Voting  Stock of the  Corporation  issued  and
outstanding,  the Highest Per Share Price shall mean the highest per share price
that can be  determined  to have been  paid at or after  the time the  Acquiring
Person by or on whose behalf,  directly or indirectly,  the Business Combination
has been  proposed,  for any share or shares of that  class and series of Voting
Stock.  If there is more than one class or series  of Voting  Stock  issued  and
outstanding,  as to each class or series, the Highest Per Share Price shall mean
the higher of (i) the  highest per share  price that can be  determined  to have
been paid at anytime by the Acquiring Person by or on whose behalf,  directly or
indirectly,  the Business  Combination has been proposed for any share or shares
of that class or series, (ii) the highest Preferential amount per share to which
the  holders of such class or series of Voting  Stock  would be  entitled in the
event of a voluntary or  involuntary  liquidation,  dissolution or winding up of
the  Corporation,  (iii) if  convertible  into a class or series of Voting Stock
which the  Acquiring  Person has  purchased  the highest price for such class or
series of convertible  stock  determined by multiplying  the number of shares of
the class into which such Voting Stock is  convertible  by the highest per share
price paid by the  Acquiring  Person for a share of the class or series of stock
into which such class or series of convertible stock is convertible, or (iv) the
equivalent  price  for such  class or series as  determined  in good  faith by a
majority vote of the Continuing Directors.  In determining the Highest Per Share
Price,  all  purchases by an Acquiring  Person shall be taken into account after
the Acquiring Person became an Acquiring Person.  Further, the Highest Per Share
Price shall include any brokerage  commissions,  transfer  taxes and  soliciting
dealers  fees paid by the  Acquiring  person with respect to the share of Voting
Stock of the Corporation acquired by the Acquiring Person. The Highest


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<PAGE>

Per Share  Price shall be  appropriately  adjusted  to take into  account  stock
dividends, subdivisions,  combinations,  reclassifications and similar events or
transactions.

            (6)  "Voting  Stock"  shall  mean all of the  outstanding  shares of
capital stock of the  Corporation  entitled to vote in the election of directors
(considered  for  purposes  of voting in  accordance  with this  Article  as one
class), and each reference to a percentage of shares of Voting Stock shall refer
to such percentage of the votes entitled to be cast by such shares.

      B. The Continuing Directors, acting by majority vote, shall have the power
and  duty to  determine,  on the  basis  of  information  known  to  them  after
reasonable  inquiry,  all facts  necessary  to  determine  compliance  with this
Article,  including  without  limitation  (i)  whether a person is an  Acquiring
Person,  (ii) the  number of shares of Voting  Stock  beneficially  owned by any
person, (iii) whether a person is an affiliate or associate of another, (iv) the
"Highest Per Share Price" as used in definition (5) of this Article, (v) whether
all  requirements  and  conditions of this Article have been met with respect to
any Business  Combination,  and (vi) whether the assets which are the subject of
any Business Combination are a substantial part of the Corporation's assets. The
good faith determination by a majority vote of the Continuing  Directors on such
matters shall be conclusive and binding for all purposes of this Article.

            Nothing  contained in this Article shall be construed to relieve the
Board of Directors or any Acquiring Person from any fiduciary obligation imposed
by law.

      C.   Notwithstanding   any  other   provisions  of  the   Certificate   of
Incorporation or By-Laws of the Corporation (and notwithstanding the fact that a
lesser  percentage  may be  specified  by  law,  the  other  provisions  of this
Certificate  of  Incorporation,  or  the  By-Laws  of the  Corporation),  and in
addition to any requirement of the Business  Corporation Act of New Jersey,  the
affirmative vote of the stockholders  holding not less than three-fourths of the
outstanding shares of Voting Stock of the Corporation held by stockholders other
than an Acquiring  Person shall be required to amend or repeal,  or to adopt any
provisions inconsistent with this Article; provided, however, that the preceding
provision  shall not be applicable to any amendment or repeal or adoption of any
provision  inconsistent  with  this  Article,  and such  amendment  or repeal or
adoption of any provision inconsistent with this Article shall require only such
affirmative vote as required by law and any other provisions of this Certificate
of  Incorporation,  if such  amendment  or repeal or  adoption  shall  have been
approved by a majority vote of the Continuing Directors.

IX. The address of the  Corporation's  registered office is 103 West End Avenue,
Somerville,  New Jersey 08876 and the name of the Corporation's registered agent
is Keith B. McCarthy.

X. The names and addresses of the eleven (11) persons  constituting the Board of
Directors of the  Corporation  until the next Annual Meeting of  stockholders or
until their successors are elected and qualified are:


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<PAGE>
Name                        Address
----                        -------

Robert P. Corcoran          12 Harvest Ct., Flemington, NJ  08822

Frank J. Orlando            786 Princeton Ave., Brick, NJ  08724

Donald Sciaretta            61 Spring Hollow Rd., Far Hills, NJ  07931

Gilbert E. Pittenger        RD 1, Box 91, New Ringgold, PA  17960

Herman C. Simonse           93 Douglass Ave., Bernardsville, NJ  07924

John K. Kitchen             475 Burnt Mills Rd., Bedminster, NJ  07921

Frederick D. Quick          924 River Rd., Neshanic, NJ  08853

Anthony J. Santye, Jr.      140 Fairview Rd., Skillman, NJ  08558

Donald R. Tourville         182V Old Driftway, Lebanon, NJ  08833

Bernard Bernstein           122 Tappen Ave., North Plainfield, NJ  07060

William Kooyker             Sunnybranch Rd., Box 953, Far Hills, NJ  07931

      IN WITNESS WHEREOF, the undersigned has signed this instrument this___ day
of March, 2005.
                                        /s/ Robert P. Corcoran
                                        ---------------------------------
                                        Robert P. Corcoran, President


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