<PAGE>


                          CERTIFICATE OF INCORPORATION

                                       of

                             FIRST HOME BANCORP INC.


         1. Name. The name of the Corporation is FIRST HOME BANCORP Inc.

         2. Registered Agent. The registered agent of the Corporation is Stephen
D. Miller.

         3. Registered  Office.  The registered office of the Corporation is 125
South Broadway, Pennsville, New Jersey 08070.

         4. Purpose.  The purpose for which the  Corporation  is organized is to
engage in any activity for which  corporations  may be organized  under N.J.S.A.
14A:1-1 et. seq.

         5. Capital Stock. The aggregate number of shares which the Corporation
has the authority to issue is 11,000,000 shares, of which 10,000,000 shares
shall be common stock and 1,000,000 shares shall be preferred stock. The
designation, relative rights, preferences, and limitations of the shares of each
class of capital stock, itemized by class shall be as follows:

                  A. Common Stock. Each share of common stock shall be entitled
to one vote on all matters submitted to a vote of shareholders except as the
right to exercise such vote may be limited by the provisions of this Certificate
of Incorporation.

         Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and of sinking fund, retirement fund, or other retirement payments,
if any, to which such holders are respectively entitled in preference to the
common stock, then dividends may be paid on the common stock and on any class or
series of stock entitled to participate therewith as to dividends out of any
assets legally available for the payment of dividends.

         In the event of any liquidation, dissolution, or winding up of the
Corporation, whether voluntary or involuntary, the assets and funds of the
Corporation available for distribution to shareholders, and remaining after the
payment to holders of preferred stock of the amounts (if any) to which they are
entitled, shall be divided and paid to the holders of the common stock according
to their respective shares.

                  B. Preferred Stock. Preferred. The Corporation's board of
directors (hereafter called "Board of Directors" or "Board") is authorized to
adopt at any time, or from time to time, amendments to the Certificate of
Incorporation with respect to any unissued and/or treasury shares of preferred
stock, and thereby to fix or change the division of shares of the preferred
stock into classes and/or into series within any class or classes, and to fix or
change the determination of the voting rights, designations, preferences,
limitations, special rights and relative rights of the shares of any class or
series. The authority of the Board with respect to each class or series of
preferred stock shall include, but not be limited to, determination of the
following:

                        (i) The number of shares constituting that class or
series and the distinctive designation of that class or series;



<PAGE>



                        (ii) The dividend rate on the shares of that class or
series, whether dividends shall be cumulative, and, if so, from which date or
dates;

                        (iii) Whether that class or series shall have voting
rights, in addition to any voting rights provided by law, and, if so, the terms
of such voting rights;

                        (iv) Whether that class or series shall have conversion
privileges and, if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as the Board of
Directors shall determine;

                        (v) Whether or not shares of that class or series shall
be redeemable and whether or not the Corporation or the holder (or both) may
exercise the redemption right, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions;

                        (vi) The rights of the shares of that class or series in
the event of voluntary or involuntary liquidation, dissolution or winding up of
the Corporation; and

                        (vii) Any other relative rights, preferences and
imitations of that class or series as may be permitted or required by law.

         6. Business Combinations. As used in this Section 6, the following
terms shall have the following meanings:

                  A. "Affiliate" means a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, a specified Person.

                  B. "Associate," when used to indicate a relationship with any
Person, means:

                        (i) any corporation or organization of which that Person
is an officer or partner or is, directly or indirectly, the beneficial owner of
10% or more of any class of voting stock,

                        (ii) any trust or other estate in which that Person has
a ten percent or greater beneficial interest or as to which that Person serves
as trustee or in a similar fiduciary capacity, or

                        (iii) any relative or spouse of that Person, or any
relative of that spouse, who has the same home as that Person.

                  C. "Beneficial owner," when used with respect to any stock,
means a Person:

                        (i) that, individually or with or through any of its
affiliates or associates, beneficially owns that stock, directly or indirectly;

                        (ii) that, individually or with or through any of its
affiliates or associates, directly or indirectly


                                        2

<PAGE>



                           (a) has the right to acquire that stock (whether that
right is exercisable immediately or only after the passage of time), pursuant to
any agreement, arrangement or understanding (whether or not in writing), or upon
the exercise of conversion rights, exchange rights, warrants or options, or
otherwise; provided, however, that a Person shall not be deemed the Beneficial
Owner of stock tendered pursuant to a tender or exchange offer made by that
Person or any of that Person's affiliates or associates until that tendered
stock is accepted for purchase or exchange; or

                           (b) has the right to vote that stock pursuant to any
agreement, arrangement or understanding (whether or not in writing); provided,
however, that a Person shall not be deemed the beneficial owner of any stock
under this subparagraph if the agreement, arrangement or understanding to vote
that stock (1) arises solely from a revocable proxy or consent given in response
to a proxy or consent solicitation made in accordance with the applicable rules
and regulations under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and (2) is not then reportable on a Schedule 13D under the
Exchange Act (or any comparable or successor report); or

                        (iii) that has any agreement, arrangement or
understanding (whether or not in writing), for the purpose of acquiring,
holding, voting (except voting pursuant to a revocable proxy or consent as
described in subparagraph (b) of paragraph (ii) of this subsection, or disposing
of that stock with any other Person that beneficially owns, or whose Affiliates
or Associates beneficially own, directly or indirectly, that stock.

                  D. "Business Combination" means:

                        (i) any merger or consolidation of the Corporation with
or into any Person;

                        (ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
of all or any substantial part of the assets of the Corporation to any Person;

                        (iii) the liquidation, spinoff, splitoff or splitup of
the Corporation or any subsidiary thereof; or

                        (iv) any transaction similar to, or having similar
effect as, any of the foregoing transactions.

                  E. "Independent Majority of Shareholders" means a majority of
the votes entitled to be cast generally for the election of directors by all
shareholders other than an Interested Shareholder.

                  F. "Interested Shareholder" means any Person that is the
Beneficial Owner, directly or indirectly, of 10% or more of the voting power of
the outstanding voting stock of the Corporation.

                  G. "Person" means any person, partnership, corporation, group
or other entity (other than the Corporation, any subsidiary of the Corporation
or a trustee holding stock for the benefit of employees of the Corporation or
its subsidiaries, or any one of them, pursuant to one or more employee benefit
plans or arrangements). 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,
association or group shall be deemed a "Person."

                                        3

<PAGE>



                  H. "Whole Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies.

         Except as otherwise expressly provided in this Section 6, the
Corporation shall not become party to any Business Combination unless at a
meeting of the Corporation's shareholders the Business Combination is approved
by (a) the affirmative vote of shareholders entitled to cast at least 80% of the
votes which all shareholders of the Corporation are entitled to cast generally
in the election of directors, considered for the purpose of this Section 6 as
one class; and (b) if the Business Combination is with an Interested
Shareholder, the affirmative vote of an Independent Majority of Shareholders.
Such affirmative votes shall be in addition to any shareholder vote which would
be required without reference to this Section 6 and shall be required
notwithstanding the fact that no vote of shareholders may be required or that
some lesser percentage may be specified by law or otherwise.

         The provisions of this Section 6 shall not apply to any Business
Combination approved by 66-2/3% of the members of the Whole Board of Directors
of the Corporation at a meeting duly called and held.

         7. Number of Directors. The Board of Directors shall consist of not
less than five nor more than 25 directors. The number of directors to be
elected, subject to the foregoing limits, shall be determined from time to time
by the Board of Directors.

         8. Classification of Directors. The Board of Directors shall be divided
into three classes, as nearly as equal in number as possible, known as Class A,
consisting of not more than eight directors, Class B, consisting of no more than
eight directors,and Class C, consisting of not more than nine directors. The
initial directors of Class A shall serve until the first annual meeting of
shareholders. At the first annual meeting of shareholders, the directors of
Class A shall be elected for a term of three years and, after expiration of such
term, shall thereafter be elected every three years for three year terms. The
initial directors of Class B shall be elected to serve until the second annual
meeting of shareholders. At the second annual meeting of the shareholders, the
directors of Class B shall be elected for a term of three years and, after the
expiration of such term shall thereafter be elected every three years for three
year terms. The initial directors of Class C shall serve until the third annual
meeting of shareholders. At the third annual meeting of shareholders, the
directors of Class C shall be elected for a term of three years and, after the
expiration of such term, shall thereafter be elected every three years for three
year terms. Each Director shall serve until his successor shall have been
elected and shall qualify, even though his term of office as herein provided has
otherwise expired, except in the event of his earlier death, resignation,
removal or disqualification. This Article 7, or any portion thereof, may be
changed by a by-law amendment which is adopted by all of the then members of
Board of Directors.

         9. Removal of Directors.

                  (a) Removal by Shareholders

                  The entire Board of Directors, or a class of the Board, if the
Board is classified with respect to the power to elect directors, or any
individual director, may be removed from office by the shareholders only for
cause (as defined herein) and only with the vote of shareholders entitled to
cast at least seventy-five percent (75%), or such higher percentage as may be
required by law, of the votes which all shareholders would be entitled to cast
at any annual election of directors or of such class of directors. The term
'cause', as used herein, shall refer only to one of the following events: (1)
conviction of the director of a felony;

                                        4

<PAGE>



(2) declaration by order of court that the director is of unsound mind; or (3)
gross abuse of trust committed in bad faith.

                  (b) Removal by Board of Directors

                  The Board of Directors may, without shareholder approval,
declare vacant the office of any director for any proper cause (whether or not
similar to those listed in subparagraph (a) above) including, but not limited
to, conflict of interest or other breach of fiduciary duty, default on a loan,
or unacceptability of the director to bank regulatory authorities as a director
of a bank subsidiary of the Corporation.

         10. Limitation on Liability. No director or officer of the Corporation
shall be personally liable to the Corporation or its shareholders for damages
for breach of any duty owed to the Corporation or its shareholders, except that
no director or officer of the Corporation shall be relieved from liability for
any breach of duty based upon an act or omission (a) in breach of such Person's
duty of loyalty to the Corporation or its shareholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in receipt by such Person
of an improper personal benefit. As used in this section, an act or omission in
breach of a Person's duty of loyalty means an act or omission which that Person
knows or believes to be contrary to the best interests of the Corporation or its
shareholders in connection with a matter in which he has a material conflict of
interest.

         11. Amendment to By-Laws.

                  Any amendment to the Bylaws of the Corporation which is
proposed by shareholders, and which has not previously received the approval of
the Board of Directors, shall require for adoption the affirmative vote of the
holders of at least eighty percent (80%) of the votes which all shareholders are
entitled to cast thereon, in addition to any other approval which is required by
law, this Certificate of Incorporation, the Bylaws of the Corporation or
otherwise.


         12. Amendment of Certificate. No amendment, addition, alteration, or
repeal of this Certificate of Incorporation shall be made unless approved by the
shareholders by the affirmative vote of 80% of the total votes eligible to be
cast at a legal meeting provided, however, the affirmative vote of the holders
of a majority of the shares of Common Stock shall be required if the Board of
Directors has approved the proposed amendment by resolution adopted before the
shareholders are solicited to vote on the amendment.

         13. Initial Board of Directors. The initial Board of Directors of the
Corporation shall consist of 8 Directors:

         NAME                               ADDRESS

Willard F. Cheeseman                        125 South Broadway
                                            Pennsville, NJ 08070

Adam J. Gagliardi, Jr.                      125 South Broadway
                                            Pennsville, NJ 08070



                                        5

<PAGE>


Eugene J. Martell                           125 South Broadway
                                            Pennsville, NJ 08070

Stephen D. Miller                           125 South Broadway
                                            Pennsville, NJ 08070

Frederick M. Palfrey                        125 South Broadway
                                            Pennsville, NJ 08070

W. Kenneth Porch                            125 South Broadway
                                            Pennsville, NJ 08070

Stephen R. Selverian                        125 South Broadway
                                            Pennsville, NJ 08070

Rodger D. Shay                              125 South Broadway
                                            Pennsville, NJ 08070

         14.      Incorporation.  The name and address of the incorporator is:

         NAME                               ADDRESS

Stephen D. Miller                           125 South Broadway
                                            Pennsville, NJ 08070

         IN WITNESS WHEREOF, the Incorporator, being over eighteen years of age,
has signed this Certificate of Incorporation this 21st day of February, 1996.



                                             Stephen D. Miller, Incorporator



                                        6