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                                                                     Exhibit 3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                           PITTSBURGH FINANCIAL CORP.

     ARTICLE 1. NAME. The name of the corporation is Pittsburgh Financial Corp.
(hereinafter referred to as the "Corporation").

     ARTICLE 2. REGISTERED OFFICE. The address of the registered office of the
Corporation in the Commonwealth of Pennsylvania is 225 Ross Street, Pittsburgh,
Pennsylvania 15219.

     ARTICLE 3. NATURE OF BUSINESS. The purpose of the Corporation is to engage
in any lawful act or activity for which a corporation may be organized under the
Business Corporation Law of 1988, as amended, of the Commonwealth of
Pennsylvania (the "BCL"). The Corporation is incorporated under the provisions
of the BCL.

     ARTICLE 4. DURATION. The term of the existence of the Corporation shall be
perpetual.

     ARTICLE 5. CAPITAL STOCK.

     A. AUTHORIZED AMOUNT. The total number of shares of capital stock which the
Corporation has authority to issue is 15,000,000, of which 5,000,000 shall be
serial preferred stock, par value $.01 per share (hereinafter the "Preferred
Stock"), and 10,000,000 shall be common stock, par value $.01 per share
(hereinafter the "Common Stock"). Except to the extent required by governing
law, rule or regulation, the shares of capital stock may be issued from time to
time by the Board of Directors without further approval of stockholders. The
Corporation shall have the authority to purchase its capital stock out of funds
lawfully available therefor.

     B. COMMON STOCK. Except as provided in this Article 5 (or in any resolution
or resolutions adopted by the Board of Directors pursuant hereto), the exclusive
voting power shall be vested in the Common Stock, with each holder thereof being
entitled to one vote for each share of such Common Stock standing in the
holder's name on the books of the Corporation. Subject to any rights and
preferences of any class of stock having preference over the Common Stock,
holders of Common Stock shall be entitled to such dividends as may be declared
by the Board of Directors out of funds lawfully available therefor. Upon any
liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or involuntary, holders of Common Stock shall be entitled to
receive pro rata the remaining assets of the Corporation after the holders of
any class of stock having preference over the Common Stock have been paid in
full any sums to which they may be entitled.

     C. AUTHORITY OF BOARD TO FIX TERMS OF PREFERRED STOCK. The Board of
Directors shall have the full authority permitted by law to divide the
authorized and unissued shares of Preferred Stock into series and to fix by
resolution full, limited, multiple or fractional, or no voting rights, and such
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion rights, and other special or relative rights
of the Preferred Stock or any series thereof that may be desired.
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     ARTICLE 6. DIRECTORS. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors.

     A. NUMBER. Except as otherwise increased from time to time by the exercise
of the rights of the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect additional
directors, the number of directors of the Corporation shall be determined as
stated in the Corporation's Bylaws, as may be amended from time to time.

     B. CLASSIFICATION AND TERM. The initial directors shall serve until the
first annual meeting of stockholders after the effective date of the Articles of
Incorporation of the Corporation. At such first annual meeting, a classified
Board of Directors will be elected to succeed the initial directors. The Board
of Directors, other than those who may be elected by the holders of any class or
series of stock having preference over the Common Stock as to dividends or upon
liquidation, shall be divided into three classes as nearly equal in number as
possible, with one class to be elected annually at each annual meeting
subsequent to the first annual meeting of stockholders. The term of office of
the directors elected at the first annual meeting of stockholders shall be as
follows:

          (1) the term of office of the directors of the first class shall
expire at the first annual meeting of stockholders after their election as
directors; and

          (2) the term of office of the directors of the second class shall
expire at the second annual meeting of stockholders after their election as
directors; and

          (3) the term of office of the directors of the third class shall
expire at the third annual meeting of stockholders after their election as
directors;

and, as to the directors of each class, when their respective successors are
elected and qualified. At each annual meeting of stockholders subsequent to the
first annual meeting of stockholders, the directors elected to succeed those in
the class whose terms are expiring shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders and when their
respective successors are elected and qualified. Notwithstanding the foregoing,
and except as otherwise required by law, whenever the holders of any one or more
series of Preferred Stock shall have the right, voting separately as a class, to
elect one or more directors of the Corporation, the terms of the director or
directors elected by such holders shall expire at the next succeeding annual
meeting of stockholders and vacancies created with respect to any directorship
of the directors so elected may be filled in the manner specified by the terms
of such Preferred Stock.

     C. NO CUMULATIVE VOTING. Stockholders of the Corporation shall not be
permitted to cumulate their votes for the election of directors.

     D. VACANCIES. Except as otherwise fixed pursuant to the provisions of
Article 5 hereof relating to the rights of the holders of any class or series of
stock having preference over the


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Common Stock as to dividends or upon liquidation to elect directors, any vacancy
occurring in the Board of Directors, including any vacancy created by reason of
an increase in the number of directors, shall be filled by a majority vote of
the directors then in office, whether or not a quorum is present, or by a sole
remaining director, and any director so chosen shall serve until the term of the
class to which he was appointed shall expire and until his successor is elected
and qualified. When the number of directors is changed, the Board of Directors
shall determine the class or classes to which the increased or decreased number
of directors shall be apportioned, provided that no decrease in the number of
directors shall shorten the term of any incumbent director.

     E. REMOVAL. Subject to the rights of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation to elect
directors, any director (including persons elected by directors to fill
vacancies in the Board of Directors) may be removed from office with cause by an
affirmative vote of not less than a majority of the total votes eligible to be
cast by stockholders. Cause for removal shall exist only if the director whose
removal is proposed has been either declared of unsound mind by an order of a
court of competent jurisdiction, convicted of a felony or of an offense
punishable by imprisonment for a term of more than one year by a court of
competent jurisdiction, or deemed liable by a court of competent jurisdiction
for gross negligence or misconduct in the performance of such director's duties
to the Corporation. At least 30 days prior to such meeting of stockholders,
written notice shall be sent to the director whose removal will be considered at
the meeting. Directors may also be removed from office in the manner provided in
Sections 1726(b) and 1726(c) of the BCL, or any successors to such sections.

     F. NOMINATIONS OF DIRECTORS. Nominations of candidates for election as
directors at any annual meeting of stockholders may be made (a) by, or at the
direction of, a majority of the Board of Directors or (b) by any stockholder
entitled to vote at such annual meeting. Only persons nominated in accordance
with the procedures set forth in this Article 6.F shall be eligible for election
as directors at an annual meeting. Ballots bearing the names of all the persons
who have been nominated for election as directors at an annual meeting in
accordance with the procedures set forth in this Article 6.F shall be provided
for use at the annual meeting.

     Nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Article 6.F. To be timely, a
stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not later than 90 days prior to
the anniversary date of the immediately preceding annual meeting of stockholders
of the Corporation; provided, however, that with respect to the first scheduled
annual meeting following the completion of the conversion of Pittsburgh Home
Savings Bank, Pittsburgh, Pennsylvania (the "Savings Bank"), from mutual to
stock form, which is expected to be held on the fourth Thursday of January 1997,
notice by the stockholder must be so delivered or received no later than the
close of business on the fourth Thursday of October 1996, notwithstanding a
determination by the Corporation to schedule such annual meeting at a date later
than the fourth Thursday of January 1997. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director and as to the stockholder giving the
notice (i) the name, age, business address


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and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of Corporation
stock which are Beneficially Owned (as defined in Article 9.A(e)) by such person
on the date of such stockholder notice, and (iv) any other information relating
to such person that is required to be disclosed in solicitations of proxies with
respect to nominees for election as directors, pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including,
but not limited to, information required to be disclosed by Items 4, 5, 6 and 7
of Schedule 14A with the Securities and Exchange Commission (or any successors
of such items or schedules); and (b) as to the stockholder giving the notice (i)
the name and address, as they appear on the Corporation's books, of such
stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (ii) the class and number of shares of Corporation
stock which are Beneficially Owned by such stockholder on the date of such
stockholder notice and, to the extent known, by any other stockholders known by
such stockholder to be supporting such nominees on the date of such stockholder
notice. At the request of the Board of Directors, any person nominated by, or at
the direction of, the Board for election as a director at an annual meeting
shall furnish to the Secretary of the Corporation that information required to
be set forth in a stockholder's notice of nomination which pertains to the
nominee.

     The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of this Article 6.F. If the
Board of Directors, or a designated committee thereof, determines that the
information provided in a stockholder's notice does not satisfy the
informational requirements of this Article 6.F in any material respect, the
Secretary of the Corporation shall promptly notify such stockholder of the
deficiency in the notice. The stockholder shall have an opportunity to cure the
deficiency by providing additional information to the Secretary within such
period of time, not to exceed five days from the date such deficiency notice is
given to the stockholder, as the Board of Directors or such committee shall
reasonably determine. If the deficiency is not cured within such period, or if
the Board of Directors or such committee reasonably determines that the
additional information provided by the stockholder, together with information
previously provided, does not satisfy the requirements of this Article 6.F in
any material respect, then the Board of Directors may reject such stockholder's
nomination. The Secretary of the Corporation shall notify a stockholder in
writing whether his nomination has been made in accordance with the time and
informational requirements of this Article 6.F. Notwithstanding the procedures
set forth in this paragraph, if neither the Board of Directors nor such
committee makes a determination as to the validity of any nominations by a
stockholder, the presiding officer of the annual meeting shall determine and
declare at the annual meeting whether the nomination was made in accordance with
the terms of this Article 6.F. If the presiding officer determines that a
nomination was made in accordance with the terms of this Article 6.F, he shall
so declare at the annual meeting and ballots shall be provided for use at the
meeting with respect to such nominee. If the presiding officer determines that a
nomination was not made in accordance with the terms of this Article 6.F, he
shall so declare at the annual meeting and the defective nomination shall be
disregarded.

     Notwithstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of Preferred Stock shall have the
right, voting separately as a class,


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to elect one or more directors of the Corporation, the provisions of this
Article 6.F shall not apply with respect to the director or directors elected by
such holders of Preferred Stock.

     ARTICLE 7. PREEMPTIVE RIGHTS. No holder of the capital stock of the
Corporation shall be entitled as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock of any class
whatsoever of the Corporation, or of securities convertible into stock of any
class whatsoever, whether now or hereafter authorized, or whether issued for
cash or other consideration or by way of a dividend.

     ARTICLE 8. INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS.

     A. PERSONAL LIABILITY OF DIRECTORS AND OFFICERS. The personal liability of
the directors and officers of the Corporation for monetary damages for conduct
in their capacities as such shall be eliminated to the fullest extent permitted
by the BCL as it exists on the effective date of these Amended and Restated
Articles of Incorporation or as such law may be thereafter in effect. No
amendment, modification or repeal of this Article 8.A, nor the adoption of any
provision of these Amended and Restated Articles of Incorporation inconsistent
with this Article 8.A, shall adversely affect the rights provided hereby with
respect to any claim, issue or matter in any proceeding that is based in any
respect on any alleged action or failure to act prior to such amendment,
modification, repeal or adoption.

     B. INDEMNIFICATION. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Pennsylvania law.

     C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by an officer,
director, employee or agent of the Corporation in defending a civil or criminal
action, suit or proceeding described in Section B of this Article 8 may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that the person is not
entitled to be indemnified by the Corporation.

     D. OTHER RIGHTS. The indemnification and advancement of expenses provided
by or pursuant to this Article 8 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any insurance or other agreement, vote of stockholders or
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who


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has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.

     E. INSURANCE. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article 8.

     F. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board of Directors
(notwithstanding their interest in the transaction), the Corporation may create
and fund a trust fund or fund of any nature, and may enter into agreements with
its officers, directors, employees and agents for the purpose of securing or
insuring in any manner its obligation to indemnify or advance expenses provided
for in this Article 8.

     G. MODIFICATION. The duties of the Corporation to indemnify and to advance
expenses to any person as provided in this Article 8 shall be in the nature of a
contract between the Corporation and each such person, and no amendment or
repeal of any provision of this Article 8, and no amendment or termination of
any trust or other fund created pursuant to Section F of this Article 8, shall
alter to the detriment of such person the right of such person to the advance of
expenses or indemnification related to a claim based on an act or failure to act
which took place prior to such amendment, repeal or termination.

     H. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding any other
provision of this Article 8, the Corporation shall not indemnify a director,
officer, employee or agent for any liability incurred in an action, suit or
proceeding initiated (which shall not be deemed to include counter-claims or
affirmative defenses) or participated in as an intervenor or amicus curiae by
the person seeking indemnification unless such initiation of or participation in
the action, suit or proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.

     ARTICLE 9. MEETINGS OF STOCKHOLDERS AND STOCKHOLDER PROPOSALS

     A. DEFINITIONS.

          (a) Acquire. The term "Acquire" includes every type of acquisition,
whether effected by purchase, exchange, operation of law or otherwise.

          (b) Acting in Concert. The term "Acting in Concert" means (a) knowing
participation in a joint activity or conscious parallel action towards a common
goal whether or not pursuant to an express agreement, or (b) a combination or
pooling of voting or other interests in the


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securities of an issuer for a common purpose pursuant to any contract,
understanding, relationship, agreement or other arrangement, whether written or
otherwise.

          (c) Affiliate. An "Affiliate" of, or a Person "affiliated with," a
specified Person, means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified.

          (d) Associate. The term "Associate" used to indicate a relationship
with any Person means:

               (i) Any corporation or organization (other than the Corporation
          or a Subsidiary of the Corporation), or any subsidiary or parent
          thereof, of which such Person is a director, officer or partner or is,
          directly or indirectly, the Beneficial Owner of 10% or more of any
          class of equity securities;

               (ii) Any trust or other estate in which such Person has a 10% or
          greater beneficial interest or as to which such Person serves as
          trustee or in a similar fiduciary capacity, provided, however, such
          term shall not include any employee stock benefit plan of the
          Corporation or a Subsidiary of the Corporation in which such Person
          has a 10% or greater beneficial interest or serves as a trustee or in
          a similar fiduciary capacity;

               (iii) Any relative or spouse of such Person (or any relative of
          such spouse) who has the same home as such Person or who is a director
          or officer of the Corporation or a Subsidiary of the Corporation (or
          any subsidiary or parent thereof); or

               (iv) Any investment company registered under the Investment
          Company Act of 1940 for which such Person or any Affiliate or
          Associate of such Person serves as investment advisor.

          (e) Beneficial Owner (including Beneficially Owned). A Person shall be
considered the "Beneficial Owner" of any shares of stock (whether or not owned
of record):

               (i) With respect to which such Person or any Affiliate or
          Associate of such Person directly or indirectly has or shares (A)
          voting power, including the power to vote or to direct the voting of
          such shares of stock, and/or (B) investment power, including the power
          to dispose of or to direct the disposition of such shares of stock;

               (ii) Which such Person or any Affiliate or Associate of such
          Person has (A) 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,


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          and/or (B) the right to vote pursuant to any agreement, arrangement or
          understanding (whether such right is exercisable immediately or only
          after the passage of time); or

               (iii) Which are Beneficially Owned within the meaning of (i) or
          (ii) of this Article 9.A(e) by any other Person with which such
          first-mentioned Person or any of its Affiliates or Associates either
          (A) has any agreement, arrangement or understanding, written or oral,
          with respect to acquiring, holding, voting or disposing of any shares
          of stock of the Corporation or any Subsidiary of the Corporation or
          acquiring, holding or disposing of all or substantially all, or any
          Substantial Part, of the assets or business of the Corporation or a
          Subsidiary of the Corporation, or (B) is Acting in Concert. For the
          purpose only of determining whether a Person is the Beneficial Owner
          of a percentage specified in this Article 9 of the outstanding Voting
          Shares, such shares shall be deemed to include any Voting Shares which
          may be issuable pursuant to any agreement, arrangement or
          understanding or upon the exercise of conversion rights, exchange
          rights, warrants, options or otherwise and which are deemed to be
          Beneficially Owned by such Person pursuant to the foregoing provisions
          of this Article 9.A(e), but shall not include any other Voting Shares
          which may be issuable in such manner.

          (f) Offer. The term "Offer" shall mean every offer to buy or acquire,
solicitation of an offer to sell, tender offer or request or invitation for
tender of, a security or interest in a security for value; provided that the
term "Offer" shall not include (i) inquiries directed solely to the management
of the Corporation and not intended to be communicated to stockholders which are
designed to elicit an indication of management's receptivity to the basic
structure of a potential acquisition with respect to the amount of cash and or
securities, manner of acquisition and formula for determining price, or (ii)
non-binding expressions of understanding or letters of intent with the
management of the Corporation regarding the basic structure of a potential
acquisition with respect to the amount of cash and or securities, manner of
acquisition and formula for determining price.

          (g) Person. The term "Person" shall mean any individual, partnership,
corporation, association, trust, group or other entity. When two or more Persons
act as a partnership, limited partnership, syndicate, association or other group
for the purpose of acquiring, holding or disposing of shares of stock, such
partnership, syndicate, associate or group shall be deemed a "Person."

          (h) Substantial Part. The term "Substantial Part" as used with
reference to the assets of the Corporation or of any Subsidiary means assets
having a 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 being made.

          (i) Subsidiary. "Subsidiary" means any corporation of which a majority
of any class of equity security is owned, directly or indirectly, by the Person
in question.


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          (j) Voting Shares. "Voting Shares" shall mean shares of the
Corporation entitled to vote generally in an election of directors.

          (k) Certain Determinations With Respect to Article 9. A majority of
the directors shall have the power to determine for the purposes of this Article
9, on the basis of information known to them and acting in good faith: (A) the
number of Voting Shares of which any Person is the Beneficial Owner, (B) whether
a Person is an Affiliate or Associate of another, (C) whether a Person has an
agreement, arrangement or understanding with another as to the matters referred
to in the definition of "Beneficial Owner" as hereinabove defined, and (D) such
other matters with respect to which a determination is required under this
Article 9.

          (l) Directors, Officers or Employees. Directors, officers or employees
of the Corporation or any Subsidiary thereof shall not be deemed to be a group
with respect to their individual acquisitions of any class of equity securities
of the Corporation solely as a result of their capacities as such.

     B. SPECIAL MEETINGS OF STOCKHOLDERS. Except as otherwise required by law
and subject to the rights of the holders of any class or series of Preferred
Stock, special meetings of the stockholders of the Corporation may be called
only by (i) the Board of Directors pursuant to a resolution approved by the
affirmative vote of a majority of the directors then in office, (ii) the
Chairman of the Board or (iii) the President.

     C. ACTION WITHOUT A MEETING. Any action permitted to be taken by the
stockholders at a meeting may be taken without a meeting if consent in writing
setting forth the action so taken shall be signed by all of the stockholders who
would be entitled to vote at a meeting for such purpose and filed with the
Secretary of the Corporation as part of the corporate records.

     D. STOCKHOLDER PROPOSALS. At an annual meeting of stockholders, only such
new business shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting by, or at the direction of,
(a) the Board of Directors or (b) any stockholder of the Corporation who
complies with all the requirements set forth in this Article 9.D.

     Proposals, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Article 9.D. For stockholder proposals
to be included in the Corporation's proxy materials, the stockholder must comply
with all the timing and informational requirements of Rule 14a-8 of the Exchange
Act (or any successor regulation). With respect to stockholder proposals to be
considered at the annual meeting of stockholders but not included in the
Corporation's proxy materials, the stockholder notice shall be delivered to, or
mailed and received at, the principal executive offices of the Corporation not
later than 90 days prior to the anniversary date of the immediately preceding
annual meeting of stockholders of the Corporation; provided, however, that with
respect to the first scheduled annual meeting following the completion of the
conversion of the Savings Bank from mutual to stock form, which is expected to
be held on the fourth Thursday of January 1997, notice


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by the stockholder must be so delivered or received no later than the close of
business on the fourth Thursday of October 1996, notwithstanding a determination
by the Corporation to schedule such annual meeting at a date later than the
fourth Thursday of January 1997. Such stockholder's notice shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the proposal desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business and, to the extent known, any other
stockholders known by such stockholder to be supporting such proposal, (c) the
class and number of shares of the Corporation stock which are Beneficially Owned
by the stockholder on the date of such stockholder notice and, to the extent
known, by any other stockholders known by such stockholder to be supporting such
proposal on the date of such stockholder notice, and (d) any financial interest
of the stockholder in such proposal (other than interests which all stockholders
would have).

     The Board of Directors may reject any stockholder proposal not timely made
in accordance with the terms of this Article 9.D. If the Board of Directors, or
a designated committee thereof, determines that the information provided in a
stockholder's notice does not satisfy the information requirements of this
Article 9.D in any material respect, the Secretary of the Corporation shall
promptly notify such stockholder of the deficiency in the notice. The
stockholder shall have an opportunity to cure the deficiency by providing
additional information to the Secretary within such period of time not to exceed
five days from the date such deficiency notice is given to the stockholder as
the Board of Directors or such committee shall reasonably determine. If the
deficiency is not cured within such period, or if the Board of Directors or such
committee determines that the additional information provided by the
stockholder, together with information previously provided, does not satisfy the
requirements of this Article 9.D in any material respect, then the Board of
Directors may reject such stockholder's proposal. The Secretary of the
Corporation shall notify a stockholder in writing whether his proposal has been
made in accordance with the time and informational requirements of this Article
9.D. Notwithstanding the procedures set forth in this paragraph, if neither the
Board of Directors nor such committee makes a determination as to the validity
of any stockholder proposal, the presiding officer of the annual meeting shall
determine and declare at the annual meeting whether the stockholder proposal was
made in accordance with the terms of this Article 9.D. If the presiding officer
determines that a stockholder proposal was made in accordance with the terms of
this Article 9.D, he shall so declare at the annual meeting and ballots shall be
provided for use at the meeting with respect to any such proposal. If the
presiding officer determines that a stockholder proposal was not made in
accordance with the terms of this Article 9.D, he shall so declare at the annual
meeting and any such proposal shall not be acted upon at the annual meeting.

     This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.


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     ARTICLE 10. RESTRICTIONS ON OFFERS AND ACQUISITIONS OF THE CORPORATION'S
EQUITY SECURITIES.

     A. RESTRICTIONS. The definitions and other provisions set forth in Article
9.A are also applicable to this Article 10. For a period of five years from the
completion of the conversion of the Savings Bank from mutual to stock form, no
Person shall directly or indirectly Offer to acquire or acquire the Beneficial
Ownership of (i) more than 10% of the issued and outstanding shares of any class
of an equity security of the Corporation, or (ii) any securities convertible
into, or exercisable for, any equity securities of the Corporation if, assuming
conversion or exercise by such Person of all securities of which such Person is
the Beneficial Owner which are convertible into, or exercisable for, such equity
securities (but of no securities convertible into, or exercisable for, such
equity securities of which such Person is not the Beneficial Owner), such Person
would be the Beneficial Owner of more than 10% of any class of an equity
security of the Corporation.

     B. EXCLUSIONS. The foregoing restrictions shall not apply to (i) any Offer
with a view toward public resale made exclusively to the Corporation by
underwriters or a selling group acting on its behalf, (ii) any tax qualified
employee benefit plan or arrangement established by the Corporation or the
Savings Bank and any trustee of such a plan or arrangement, and (iii) any other
Offer or acquisition approved in advance by the affirmative vote of two-thirds
of the Corporation's Board of Directors.

     C. REMEDIES. In the event that shares are acquired in violation of this
Article 10, all shares Beneficially Owned by any Person in excess of 10% shall
be considered "Excess Shares" and shall not be counted as shares entitled to
vote and shall not be voted by any Person or counted as Voting Shares in
connection with any matters submitted to stockholders for a vote, and the Board
of Directors may cause such Excess Shares to be transferred to an independent
trustee for sale on the open market or otherwise, with the expenses of such
trustee to be paid out of the proceeds of the sale.

     D. EXPIRATION. Article 10 of these Amended and Restated Articles of
Incorporation shall expire and, along with all references thereto, no longer be
a part hereof on the fifth anniversary of the completion of the conversion of
the Savings Bank from mutual to stock form.

     ARTICLE 11. AMENDMENT OF ARTICLES AND BYLAWS.

     A. ARTICLES. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Amended and Restated Articles of
Incorporation, in the manner now or hereafter prescribed by law, and all rights
conferred upon stockholders herein are granted subject to this reservation. No
amendment, addition, alteration, change or repeal of these Amended and Restated
Articles of Incorporation shall be made unless it is first approved by the Board
of Directors of the Corporation pursuant to a resolution adopted by the
affirmative vote of a majority of the directors then in office, and thereafter
is approved by the holders of a majority (except as provided below) of the
shares of the Corporation entitled to vote generally in an election of
directors, voting together as a single class, as well as such additional vote of
the Preferred Stock as may be required


                                     - 11 -

<PAGE>   12
by the provisions of any series thereof. Notwithstanding anything contained in
these Amended and Restated Articles of Incorporation to the contrary, the
affirmative vote of the holders of at least 75% of the shares of the Corporation
entitled to vote generally in an election of directors, voting together as a
single class, as well as such additional vote of the Preferred Stock as may be
required by the provisions of any series thereof, shall be required to amend,
adopt, alter, change or repeal any provision inconsistent with Articles 6, 7, 8,
9, 10 and 11 hereof which is not approved by the affirmative vote of 80% of the
Corporation's Board of Directors then in office.

     B. BYLAWS. The Board of Directors, to the extent permitted by law, or
stockholders may adopt, alter, amend or repeal the Bylaws of the Corporation.
Such action by the Board of Directors shall require the affirmative vote of a
majority of the directors then in office at any regular or special meeting of
the Board of Directors. Such action by the stockholders shall require the
affirmative vote of the holders of a majority of the shares of the Corporation
entitled to vote generally in an election of directors, voting together as a
single class, as well as such additional vote of the Preferred Stock as may be
required by the provisions of any series thereof, provided that the affirmative
vote of the holders of at least 75% of the shares of the Corporation entitled to
vote generally in an election of directors, voting together as a single class,
as well as such additional vote of the Preferred Stock as may be required by the
provisions of any series thereof, shall be required to amend, adopt, alter,
change or repeal any provision inconsistent with Sections 2.3, 4.1, 4.2, 4.3 and
4.4 of the Bylaws and Article XI of the Bylaws which is not approved by the
affirmative vote of 80% of the Corporation's Board of Directors then in office.


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