Composite
Certificate of Incorporation
                                of
                 Commerce Security Bancorp, Inc.

                   (through November 14, 1996)

              1.    Name.  The name of the corporation is Commerce Security
Bancorp, Inc.

              2.    Registered Office and Agent.  The address of the registered 
office of the corporation in the State of Delaware is Corporation Trust Center,
1209 Orange Street, Wilmington, in the County of New Castle.  The registered 
agent at such address is The Corporation Trust Company.

              3.    Purpose.  The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

              4.    Capitalization.  The corporation shall be authorized to 
issue the following capital stock:
                                                           Number
     Class                   Par Value                 Authorized

     Common Stock               $.01                   12,000,000
     Preferred Stock            $.01                    1,000,000


              5.    Preferred Stock.  The Board of Directors is expressly 
authorized to provide for the issuance of all or any shares of the Preferred 
Stock, in one or more series, and to fix for each such series such number of 
shares of stock thereof and such voting powers, full or limited, or no voting 
powers, and such designations, preferences and relative, participating, optional
or other special rights and such qualifications, limitations or restrictions 
thereof, as shall be set forth in the resolution or resolutions adopted by the 
Board of Directors providing for the issue of such series and as may be 
permitted by the General Corporation Law of the State of Delaware.

              6.    Incorporator.  The name and mailing address of the incorpora
tor is:

                           David Shea
                 Nutter, McClennen & Fish, LLP
                    One International Place
                     Boston, MA 02110-2699

              7.    Compromises or Arrangements.  Whenever a compromise or
arrangement is proposed between this corporation and its creditors or any class
of them and/or between this corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed
for this

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corporation under the provisions of section 291 of Title 8 of the Delaware Code
or on the application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of section 279 of Title 8 of
the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as the said court directs.  If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and
to any reorganization of this corporation as a consequence of such compromise
or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application 
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

              8.    Business Combinations with Interested Stockholders.  The
corporation expressly elects not to be governed by Section 203 of the Delaware
General Corporation Law.

              9.    By-Laws.  The Board of Directors may adopt, amend or repeal
the By-laws of the corporation, except that any By-law adopted by the 
stockholders may be altered or repealed only by the stockholders if such By-law
so provides.

             10.    Elections.  The election of directors by the stockholders 
need not be by written ballot unless the By-laws of the corporation provide 
otherwise.

             11.    Personal Liability of Directors.  No director shall be 
personally liable to the corporation or its stockholders for monetary damages 
for breach of fiduciary duty as a director, except to the extent that such 
exculpation from liability is not permitted under the Delaware General 
Corporation Law as the same exists or may be hereafter amended.  This provision
shall not eliminate the liability of a director for any act or omission 
occurring prior to the date upon which this provision becomes effective.  No 
amendment to or repeal of this provision shall apply to or have any effect on 
the liability or alleged liability of any director for or with respect to any 
acts or omissions of such director occurring prior to such amendment or repeal.

     IN WITNESS WHEREOF, the undersigned has executed this instrument
on May 10, 1996.



                                                                
                             David Shea
                             Incorporator