<PAGE>   1



                                 EXHIBIT 3 (ii)

       RESTATED CERTIFICATE OF INCORPORATION OF SKANEATELES BANCORP, INC.


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                                STATE OF DELAWARE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            SKANEATELES BANCORP, INC.





The undersigned, being the Chairman of the Board, President and Chief Executive
Officer of Skaneateles Bancorp, Inc., formerly called Center Banks Incorporated
as evidenced by a Certificate of Incorporation dated December 8, 1987 and filed
with the Secretary of State on January 7, 1988, does hereby certify that the
following Restated Certificate of Incorporation was duly adopted by its board of
directors pursuant to Section 245 of the Delaware General Corporation Law:

         Article 1. CORPORATE TITLE. The name of the corporation is Skaneateles
Bancorp, Inc. (the "Corporation").

         Article 2. DURATION. The duration of the Corporation is perpetual.

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

         Article 4. CAPITAL STOCK. The total number of shares of all classes of
the capital stock which the Corporation has authority to issue is four million
five hundred thousand (4,500,000), of which four million (4,000,000) shall be
common stock, par value $.01 per share and five hundred thousand (500,000) shall
be serial preferred stock, par value $.01 per share. The shares may be issued by
the Corporation from time to time as approved by its board of directors without
the approval of its shareholders. The consideration for the issuance of the
shares shall be paid in full before their issuance and shall not be less than
the par value per share. Neither promissory notes nor future services shall
constitute payment or part payment for the issuance of the shares of the
Corporation. The consideration for the shares shall be cash, services actually
performed for the Corporation, personal property, real property, leases of real
property or any combination of the foregoing. In the absence of actual fraud in
the transaction, the value of such property, labor or services, as determined by
the board of directors of the Corporation, shall be conclusive. Upon payment of
such consideration such shares shall be deemed to be fully paid and
nonassessable.

         A description of the different classes and series of the Corporation's
capital stock and a statement of the designations, and the powers, preferences
and rights, and the qualifications, limitations and restrictions of the shares
of each class of and series of capital stock are as follows:

         A. COMMON STOCK. Except as provided in this Article 4 (or in any
     resolution or resolutions adopted by the board of directors pursuant
     hereto), the holders of the common stock shall exclusively possess all
     voting power. Each holder of shares of common stock shall be entitled to
     one vote for each share held by such holder, including the election of
     directors. There shall be no cumulative voting rights in the election of
     directors.

         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 or 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


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      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; but only when and as declared by the board
      of directors

            In the event of any liquidation, dissolution or winding up of the
      Corporation, after there shall have been paid to or set aside for the
      holders of any class having preferences over the common stock in the event
      of liquidation, dissolution or winding up of the full preferential amounts
      of which they are respectively entitled, the holders of the common stock,
      and of any class or series of stock entitled to participate therewith, in
      whole or in part, as to distribution of assets, shall be entitled after
      payment or provision for payment of all debts and liabilities of the
      Corporation, to receive the remaining assets of the Corporation available
      for distribution, in cash or in kind.

         B. SERIAL PREFERRED STOCK. Except as provided in this Section 4, the
     board of directors of the Corporation is authorized by resolution or
     resolutions from time to time adopted and by filing a certificate pursuant
     to the applicable law of the State of Delaware, to provide for the issuance
     of serial preferred stock in series and to fix and state the voting powers,
     full or limited, multiple, fractional or no voting powers, and such
     designations, preferences and relative, participating, optional or other
     special rights of the shares of each such series and the qualifications
     limitations and restrictions thereof.

      Article 5. PREEMPTIVE RIGHTS. Holders of the capital stock of the
Corporation shall not be entitled to preemptive rights with respect to any
shares or other securities of the Corporation which may be issued.

      Article 6. DIRECTORS. The Corporation shall be under the direction of a
board of directors. The board of directors shall consist of not less than seven
directors nor more than 15 directors. The number of directors within this range
shall be as provided in the Corporation's bylaws, as may be amended from time to
time, and shall initially consist of ten directors. The board of directors shall
divide the directors into three classes and, when the number of directors is
changed, shall determine the class or classes to which the increased or
decreased number of directors shall be apportioned; provided, that the directors
in each class shall be as nearly equal in number as possible; provided, further,
that no decrease in the number of directors shall affect the term of any
director then in office.

         The classification shall be such that the term of one class shall
expire each succeeding year. The Corporation's board of directors shall
initially be divided into three classes named Class I, Class II and Class III,
with Class I, II and III initially consisting of 4 directors, 3 directors and 3
directors, respectively. The terms, classifications, qualifications and election
of the board of directors and the filling of vacancies thereon shall be as
provided herein and in the bylaws.

         Subject to the foregoing, at each annual meeting of shareholders the
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting and until their successors shall be elected and qualified.

         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 for
the unexpired term by the concurring vote of a majority of the directors then in
office, whether or not a quorum, and any director so chosen shall hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.

         No director may be removed except for cause and then only by an
affirmative vote of at least two-thirds of the total votes eligible to be voted
by shareholders at a duly constituted meeting of shareholders called for such
purpose. 

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At least 30 days prior to such meeting of shareholders, written notice
shall be sent to the director or directors whose removal will be considered at
such meeting. The term "cause" shall mean (i) conduct as a director of the
Corporation or any subsidiary involving willful material misconduct, breach of
material fiduciary duty involving personal profit, or gross negligence as to
material duties or (ii) conduct, whether or not as a director of the Corporation
or any subsidiary, involving dishonesty or breach of trust which is punishable
by imprisonment for a term exceeding one year under state or federal law.

         No director shall be personally liable to the Corporation or its
shareholders for monetary damages for any breach of fiduciary duty by such
director as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of Delaware for approval of an unlawful dividend or an unlawful stock purchase
or redemption, or (iv) for any transaction from which the director derived an
improper personal benefit. Any repeal or modification of this paragraph by the
shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation for acts or omissions occurring prior to the effective date of such
repeal or modification.

         Article 7. BYLAWS. The board of directors or the shareholders may from
time to time amend the bylaws of the Corporation. Such action by the board of
directors shall require the affirmative vote of at least two-thirds of the
directors then in office at a duly constituted meeting of the board of directors
called for such purpose. Such action by the shareholders shall require the
affirmative vote of at least two-thirds of the total votes eligible to be voted
at a duly constituted meeting of shareholders called for such purpose.

         Article 8. SPECIAL MEETINGS. Special meetings of shareholders may be
called at any time but only by the chairman of the board or the president of the
Corporation or by the board of directors of the Corporation or by the holders of
at least two-thirds of the outstanding shares of Voting Stock (as defined in
Subsection 5 of Article 10 hereof).

         Article 9. REGISTERED OFFICE. The street address of the Corporation's
initial registered office in the State of Delaware is 1209 Orange Street, City
of Wilmington, County of New Castle, and the name of its initial registered
agent at such address is The Corporation Trust Company.

         Article 10. APPROVAL FOR ACQUISITIONS OF CONTROL AND OFFERS TO ACQUIRE
CONTROL. The provisions of this Article 10 shall become effective upon the
consummation of the merger of Skaneateles Savings Bank (the "Bank"), a New York
chartered savings bank, and Skaneateles Interim Savings Bank, a New York
chartered savings bank, such that the Bank, as the resulting savings bank of
that merger, is a wholly-owned subsidiary of the Corporation. In the event that
thereafter the Bank (or any successor institution) ceases to be a majority-owned
subsidiary of the Corporation, this Article 10 shall thereupon cease to be
effective.

      SUBSECTION 1. Three-Year Prohibition on Acquisitions of Control and Offers
                    to Acquire Control.

         For the period ending three years after the consummation of the
conversion of the Bank from a mutual to a capital stock savings bank, such
period to expire on May 30, 1989, no Person shall acquire Control of the
Corporation, or make any Offer to acquire Control of the Corporation, unless
both such acquisition and Offer shall have been approved by at least two-thirds
of the directors then in office at a duly constituted meeting of the board of
directors of the Corporation called for such purpose. The terms "Person",
"Control" and "Offer" as used in this Article 10 are defined in subsection 5
hereof.

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      SUBSECTION 2. Shareholder Vote and Regulatory Approval Required for
      ------------- Acquisition of Control at Any Time.

         No Person shall acquire Control of the Corporation at any time, unless
such acquisition has been approved prior to its consummation by the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Voting
Stock (as defined in Subsection 5 hereof) at a duly constituted meeting of
shareholders called for such purpose. In addition, no Person shall acquire
Control of the Corporation at any time without obtaining prior thereto all
federal and state regulatory approvals, including any such approvals that may be
required under the Change in Bank Control Act (the "Control Act"), the Bank
Holding Company Act of 1956, as amended (the "Holding Company Act") and the
Banking Law of the State of New York (the "Banking Law"), or any successor
provisions of law, and in the manner provided by all applicable regulations of
the Federal Deposit Insurance Corporation (the "FDIC"), the Board of Governors
of the Federal Reserve (the "Federal Reserve Board") and the Banking Board of
the State of New York (the "Board"). In the event that Control is acquired
without obtaining all such regulatory approvals, such acquisition shall
constitute a violation of this Article 10 and the Corporation shall be entitled
to institute a private right of action to enforce such statutory and regulatory
provisions.

         SUBSECTION 3.  Excess Shares.
         ------------

         In the event that Control of the Corporation is acquired in violation
of this Article 10, all shares of Voting Stock owned by the Person so acquiring
Control in excess of the number of shares the beneficial ownership of which is
deemed under subsection 5 hereof to confer Control of the Corporation shall be
considered from and after the date of their acquisition by such Person to be
"excess shares" for purposes of this Article 10. Such excess shares shall
thereafter no longer (i) be entitled to vote on any matter, (ii) be entitled to
take other shareholder action, (iii) be entitled to be counted in determining
the total number of outstanding shares for purposes of any matter involving
shareholder action, or (iv) be transferable except with the approval of the
board of directors or by an independent trustee appointed by the board of
directors for the purpose of having such excess shares sold on the open market
or otherwise. The proceeds from the sale by the trustee of such excess shares
shall be paid (i) first, to the trustee in an amount equal to the trustee's
reasonable fees and expenses, (ii) second, to the "beneficial owner" (as defined
in Article 12, Subsection 3, paragraph B hereof) of such excess shares in an
amount up to such owner's federal income tax basis in such excess shares, and
(iii) third, to the Corporation as to any remaining balance.

         SUBSECTION 4.  Approval Required for Offers to Acquire Control after 
         -------------  Three Years.

         After three years from the consummation of the conversion of the Bank
from a mutual to a capital stock savings bank, or after May 30, 1989, no Person
shall make any Offer to acquire Control of the Corporation, if the common stock
is then traded on a national securities exchange or quoted on the National
Association of Securities Dealers, Inc. Automated Quotation System, unless such
Person has received prior approval to make such Offer by complying with either
of the following procedures:

         A. The Offer shall have been approved by at least two-thirds of the
directors then in office at a duly constituted meeting of the board of directors
of the Corporation called for such purpose; or

         B. The Person proposing to make such Offer shall have obtained
approval, as applicable, from the Federal Reserve Board, the FDIC, the Board and
the Superintendent of Banks of the State of New York, pursuant to the Control
Act, the Holding Company Act, the Banking Law or any other or successor
provisions of law, to acquire control of the Corporation.

         SUBSECTION 5.  Certain Definitions.
         -------------

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         For purposes of this Article 10:

         A. "Control" means the sole or shared power to vote or to direct the
voting of, or to dispose or to direct the disposition of, 10 percent or more of
the Voting Stock; provided, that the solicitation, holding and voting of proxies
obtained by the board of directors of the Corporation pursuant to a solicitation
under Regulation 14A of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") shall not constitute
"Control."

         B. "Group Acting in Concert" includes Persons seeking to combine or
pool their voting or other interests in the Voting Stock for a common purpose,
pursuant to any contract, understanding, relationship, agreement or other
arrangement, whether written or otherwise; provided, that a "Group Acting in
Concert" shall not include the board of directors of the Corporation in its
solicitation, holding and voting of proxies obtained by it pursuant to a
solicitation under Regulation 14A of the General Rules and Regulations under the
Exchange Act.

         C. "Offer" means every offer to buy or acquire, solicitation of an
offer to sell, tender offer for, or request or invitation for tender of, Voting
Stock.

         D. "Person" means any individual, firm, corporation or other entity
including a Group Acting in Concert.

         E. "Voting Stock" means the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors.

         SUBSECTION 6.  Inapplicability to Public Offering or Employee Benefit 
         -------------  Plans.

         This Article 10 shall not apply to an acquisition or offer to acquire
securities of the Corporation (i) by underwriters in connection with a public
offering of such securities or (ii) by any employee stock purchase plan, pension
plan, profit sharing plan or other employee benefit plan of the Corporation or
any of its subsidiaries.

         SUBSECTION 7.  References to FDIC.
         ------------

         In the event that the accounts of the Bank (or any successor
institution) or any other subsidiary financial institution of the Corporation
are insured by the Federal Savings and Loan Insurance Corporation ("FSLIC"), all
references in this Article 10 to the FDIC shall be deemed to refer to the FDIC
or the FSLIC, as applicable, and related references to the Control Act, the
Holding Company Act and federal and state regulatory agencies shall be deemed to
be references to applicable statutes and federal and state regulatory agencies
relating to financial institutions, the accounts of which are insured by the
FSLIC.

         Article 11. CRITERIA FOR EVALUATING CERTAIN OFFERS. The board of
directors of the Corporation, when evaluating any offer to (i) make a tender or
exchange offer for the common stock of the Corporation, (ii) merge or
consolidate the Corporation with another institution, or (iii) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Corporation, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
shareholders, give due consideration to all relevant factors, including without
limitation the economic effects of acceptance of such offer on (a) depositors,
borrowers and employees of the insured institution subsidiary or subsidiaries of
the Corporation, and on the communities in which such subsidiary or subsidiaries
operate or are located and (b) the ability of such subsidiary or subsidiaries to
fulfill the objectives of an insured institution under applicable federal
statutes and regulations.

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         Article 12. CERTAIN BUSINESS COMBINATIONS. The votes of shareholders
and directors required to approve any Business Combination shall be as set forth
in this Article 12. The term "Business Combination" is used as defined in
subsection 1 of this Article 12. All other capitalized terms not otherwise
defined in this Article 12 or elsewhere in this Certificate of Incorporation are
used as defined in subsection 3 of this Article 12.

         SUBSECTION 1.  Vote Required for Certain Business Combinations.
         -------------

         A. HIGHER VOTE FOR CERTAIN BUSINESS COMBINATIONS. In addition to any
affirmative vote required by law or this Certificate of Incorporation, and
except as otherwise expressly provided in subsection 2 of this Article 12:

                  (i) any merger, consolidation or share exchange of the
         Corporation or any Subsidiary with (a) any Interested Shareholder or
         (b) any other corporation (whether or not itself an Interested
         Shareholder) which is, or after the merger, consolidation or share
         exchange would be, an Affiliate or Associate of such Interested
         Shareholder prior to the transaction;

                  (ii) any sale, lease, exchange, mortgage, pledge, transfer or
         other disposition other than in the usual and regular course of
         business (in one transaction or a series of transactions in any
         12-month period) to any Interested Shareholder or any Affiliate or
         Associate of such Interested Shareholder, other than the Corporation or
         any of its Subsidiaries, of any assets of the Corporation or any
         Subsidiary that have an aggregate book value as of the end of the
         Corporation's most recent fiscal quarter of 10 percent or more of the
         total Market Value of the outstanding shares of the Corporation or of
         its net worth as of the end of its most recent fiscal quarter, measured
         at the time the transaction (or transactions) is(are) approved by the
         board of directors of the Corporation;

                  (iii) any issuance or transfer by the Corporation or any
         Subsidiary (in one transaction or a series of transactions) of any
         equity securities of the Corporation or any Subsidiary having an
         aggregate Market Value of five percent or more of the total Market
         Value of the outstanding shares of the Corporation to any Interested
         Shareholder or any Affiliate or Associate of any Interested
         Shareholder, other than the Corporation or any of its Subsidiaries,
         except pursuant to the exercise of warrants, rights or options to
         subscribe for or purchase securities offered, issued or granted pro
         rata to all holders of the Voting Stock of the Corporation or any other
         method affording substantially proportionate treatment to the holders
         of Voting Stock;

                  (iv) any adoption of any plan or proposal for the liquidation
         or dissolution of the Corporation or any Subsidiary proposed by or on
         behalf of an Interested Shareholder or any Affiliate or Associate of
         such Interested Shareholder, other than the Corporation or any of its
         Subsidiaries; or

                  (v) any reclassification of securities (including any reverse
         stock split), or recapitalization of the Corporation, or any merger or
         consolidation of the Corporation with any of its Subsidiaries or any
         other transaction (whether or not with or into or otherwise involving
         an Interested Shareholder) which has the effect, directly or
         indirectly, in one transaction or a series of transactions, of
         increasing the proportionate amount of the outstanding shares of any
         class of equity or convertible securities of the Corporation or any
         Subsidiary which is directly or indirectly owned by any Interested
         Shareholder or any Affiliate or Associate of any Interested
         Shareholder, other than the Corporation or any of its Subsidiaries;

shall be approved by affirmative vote of the holders of at least 80 percent of
the total number of outstanding shares of Voting Stock. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or this Certificate of
Incorporation.

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         B. DEFINITION OF "BUSINESS COMBINATION." The term "Business
Combination" as used in this Article 12 shall mean any transaction which is
referred to in any one or more of clauses (i) through (v) of paragraph A of this
subsection 1.

         SUBSECTION 2.  When Higher Vote Is Not Required.
         -------------

         The provisions of subsection 1 of this Article 12 shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of this Certificate of Incorporation, if the conditions specified in
both paragraphs A and B are met:

         A. APPROVAL BY CONTINUING DIRECTORS. The Business Combination shall
have been approved by at least two-thirds of the Continuing Directors then in
office at a duly constituted meeting of the board of directors of the
Corporation called for such purpose.

         B.  PRICE AND PROCEDURE REQUIREMENTS.  All of the following conditions
shall have been met:

                  (i) The aggregate amount of the cash and of the Market Value
         as of the Valuation Date of consideration other than cash to be
         received per share by holders of common stock in such Business
         Combination shall be at least equal to the highest of the following:

                           (a) the highest per share price (including any
                  brokerage commissions, transfer taxes and soliciting dealers'
                  fees) paid by the Interested Shareholder for any shares of
                  common stock acquired by it (1) within the two-year period
                  immediately prior to the first public announcement of the
                  proposal of the Business Combination (the "Announcement Date")
                  or (2) in the transaction in which it became an Interested
                  Shareholder, whichever is higher;

                           (b) the Market Value per share of common stock on the
                  Announcement Date or on the date on which the Interested
                  Shareholder became an Interested Shareholder (such latter date
                  is referred to in this Article 12 as the "Determination
                  Date"), whichever is higher or


                           (c) the price per share equal to the Market Value per
                  share of common stock determined pursuant to subdivision
                  (i)(b) hereof, multiplied by the fraction of (1) the highest
                  per share price including brokerage commissions, transfer
                  taxes and soliciting dealers' fees) paid by the Interested
                  Shareholder for any shares of common stock of the same class
                  or series acquired by it within the two-year period
                  immediately prior to the Announcement Date, over (2) the
                  Market Value per share of common stock of the same class or
                  series on the first day in such two-year period on which the
                  Interested Shareholder acquired shares of common stock.

                  (ii) The aggregate amount of the cash and the Market Value as
         of the Valuation Date of consideration other than cash to be received
         per share by holders of shares of any class or series of outstanding
         Voting Stock, other than common stock, shall be at least equal to the
         highest of the following (it being intended that the requirements of
         this paragraph B(ii) shall be required to be met with respect to every
         class of outstanding Voting Stock, other than common stock, whether or
         not the Interested Shareholder has previously acquired any shares of a
         particular class of Voting Stock):

                           (a) the highest per share price (including any
                  brokerage commissions, transfer taxes and soliciting dealers'
                  fees) paid by the Interested Shareholder for any shares of
                  such class or series of Voting Stock acquired by it: (1)
                  within the two-year period immediately prior to the

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<PAGE>   9

                  Announcement Date or (2) in the transaction in which it became
                  an Interested Shareholder, whichever is higher;

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

                           (c) the Market Value per share of such class or
                  series of Voting Stock on the Announcement Date or on the
                  Determination Date, whichever is higher; or

                           (d) the price per share equal to the Market Value per
                  share of such class or series of stock determined pursuant to
                  subdivision (ii)(c) hereof, multiplied by the fraction of (1)
                  the highest per share price (including any brokerage
                  commissions, transfer taxes and soliciting dealers' fees) paid
                  by the Interested Shareholder for any shares of any class or
                  series of Voting Stock acquired by it within the two-year
                  period immediately prior to the Announcement Date over (2) the
                  Market Value per share of the same class or series of Voting
                  Stock on the first day in such two-year period on which the
                  Interested Shareholder acquired any shares of the same class
                  or series of Voting Stock.

                  (iii) The consideration to be received by holders of a
         particular class or series of outstanding Voting Stock shall be in cash
         or in the same form, and on the same terms, as the Interested
         Shareholder has previously paid for shares of such class or series of
         Voting Stock. If the interested Shareholder has paid for shares of any
         class or series of Voting Stock with varying forms of consideration, on
         varying terms, the form and terms of consideration for such class or
         series of Voting Stock shall be either cash or the form and terms used
         to acquire the largest number of shares of such class or series of
         Voting Stock previously acquired by it.

                  (iv) After such Interested Shareholder has become an
         Interested Shareholder and prior to the consummation of such Business
         Combination: (a) there shall have been no failure to declare and pay at
         the regular date therefor any full quarterly dividends (whether or not
         cumulative) on any outstanding preferred stock of the Corporation; (b)
         there shall have been (1) no reduction in the annual rate of dividends
         paid on any class or series of the capital stock of the Corporation,
         (except as necessary to reflect any subdivision of the capital stock),
         and (2) an increase in such annual rate of dividends as necessary to
         reflect any reclassification (including any reverse stock split),
         recapitalization, reorganization or any similar transaction which has
         the effect of reducing the number of outstanding shares of common
         stock; and (c) such Interested Shareholder shall not have become the
         beneficial owner of any additional shares of capital stock except as
         part of the transaction which results in such Interested Shareholder
         becoming an Interested Shareholder or by virtue of proportionate stock
         splits or stock dividends.

                  The provisions of subdivisions (iv)(a) and (iv)(b) of this
         subsection do not apply if the Interested Shareholder or any Affiliate
         or Associate of the Interested Shareholder voted as a director of the
         Corporation in a manner consistent with such subdivisions, and the
         Interested Shareholder, within 10 days after any act or failure to act
         by or on behalf of the Corporation, which act or failure to act is
         inconsistent with such subdivisions, notifies the board of directors of
         the Corporation in writing that the Interested Shareholder disapproves
         thereof and requests in good faith that the board of directors rectify
         such act or failure to act.

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<PAGE>   10

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

                  (vi) A proxy or information statement describing the proposed
         Business Combination and complying with the requirements of the
         Exchange Act and the rules and regulations thereunder (or any
         subsequent provisions replacing such Act, rules or regulations) shall
         be mailed to public shareholders of the Corporation at least 20 days
         prior to the consummation of such Business Combination (whether or not
         such proxy or information statement is required to be mailed pursuant
         to such Act or subsequent provisions).

         SUBSECTION 3.  Certain Definitions.
         -------------

         For the purposes of this Article 12:

         A. "Interested Shareholder" shall mean any person (other than the
Corporation or any Subsidiary or any employee stock purchase plan, pension plan,
profit sharing plan or other employee benefit plan of the Corporation or any
Subsidiary) that:

                  (i) is the beneficial owner, directly or indirectly, of five
         percent or more of the voting power of the then outstanding Voting
         Stock; or

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

         B.  "Beneficial owner," when used with respect to any Voting Stock, 
means any person that:

                  (i) individually or with any of its Affiliates or Associates,
         beneficially owns Voting Stock directly or indirectly;

                  (ii) individually or with any of its Affiliates or Associates,
         has (a) the right to acquire Voting Stock (whether such right is
         exercisable immediately or only after passage of time), pursuant to any
         agreement, arrangement or understanding or upon the exercise of
         conversion rights, exchange rights, warrants or options, or otherwise;
         (b) the right to vote or direct the voting of Voting Stock pursuant to
         any agreement, arrangement or understanding; or (c) the right to
         dispose of or to direct the disposition of Voting Stock pursuant to any
         agreement, arrangement or understanding; or

                  (iii) individually or with any of its Affiliates or
         Associates, has any agreement, arrangement or understanding for the
         purpose of acquiring, holding, voting or disposing of Voting Stock with
         any other person that beneficially owns, or whose Affiliates or
         Associates beneficially own, directly or indirectly, such shares of
         Voting Stock.

         C. For the purposes of determining whether a person is an Interested
Shareholder pursuant to paragraph A of this subsection 3, the number of shares
of Voting Stock deemed to be outstanding shall include shares deemed owned
through application of paragraph B of this subsection 3 but shall not include
any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

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<PAGE>   11

         D. "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.

         E. "Associate," when used to indicate a relationship with any person,
means: (1) any domestic or foreign corporation or organization, other than the
Corporation or a subsidiary of the Corporation, of which such person is an
officer, director or partner or is, directly or indirectly, the beneficial owner
of 10 percent or more of any class of equity securities; (2) any trust or other
estate, other than an employee stock purchase plan, pension plan, profit sharing
plan or other employee benefit plan of the Corporation or any Subsidiary, in
which such person has a substantial beneficial interest or as to which such
person serves as a trustee or in a similar fiduciary capacity; and (3) 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
any of its Affiliates.

         F. "Subsidiary" means any corporation of which Voting Stock having a
majority of the votes entitled to be cast is owned, directly or indirectly, by
the Corporation.

         G. "Continuing Director" means any member of the board of directors of
the Corporation who is unaffiliated with the Interested Shareholder and was a
member of the board of directors of the Corporation prior to the time that the
Interested Shareholder (including any Affiliate or Associate of such Interested
Shareholder) became an Interested Shareholder, and any successor of a Continuing
Director who is unaffiliated with the Interested Shareholder and is recommended
to succeed a Continuing Director by a majority of Continuing Directors then on
the board of directors of the Corporation.

         H.  "Market Value" means:

                  (i) in the case of stock, the highest closing sale price
         during the 30-day period immediately preceding the date in question of
         a share of such stock on the composite tape for New York Stock
         Exchange-listed stocks, or, if such stock is not quoted on the
         composite tape for the New York Stock Exchange, or, if such stock is
         not listed on such exchange, the principal United States securities
         exchange registered under the Exchange Act on which such stock is
         listed, or, if such stock is not listed on any such exchange, the
         highest closing sales price or bid quotation with respect to a share of
         such stock during the 30-day period preceding the date in question on
         the National Association of Securities Dealers, Inc. Automated
         Quotation System or any system then in use, or if no such quotations
         are available, the fair market value on the date in question of a share
         of such stock as determined by the board of directors of the
         Corporation in good faith; and

                  (ii) in the case of property other than cash or stock, the
         fair market value of such property on the date in question as
         determined by a majority of the board of directors of the Corporation
         in good faith.

         I. "Valuation Date" means: (A) For a Business Combination voted on by
shareholders, the latter of the day prior to the date of the shareholders' vote
or the date 10 days prior to the consummation of the Business Combination; and
(B) for a Business Combination not voted upon by the shareholders, the date of
the consummation of the Business Combination.

         J.  "Voting Stock" means the then outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors.

         K. In the event of any Business Combination in which the Corporation is
the surviving corporation, the phrase "consideration other than cash to be
received" as used in paragraphs B(i) and B(ii) of Section 2 of this Article 12

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<PAGE>   12

shall include the shares of common stock and/or the shares of any other class or
series of outstanding Voting Stock retained by the holders of such shares.

         SUBSECTION 4.  Powers of the Board of Directors.
         -------------

         A majority of the Corporation's directors then in office shall have the
power and duty to determine for the purposes of this Article 12, on the basis of
information known to them after reasonable inquiry, (A) whether a person is an
Interested Shareholder, (B) the number of shares of Voting Stock beneficially
owned by any person, (C) whether a person is an Affiliate or Associate of
another, and (D) whether the requirements of paragraph B of Section 2 have been
met with respect to any Business Combination; and the good faith determination
of a majority of the board of directors on such matters shall be conclusive and
binding for all the purposes of this Article 12.

         SUBSECTION 5.  No Effect on Fiduciary Obligations of Interested 
         -------------  Shareholders.

         Nothing contained in this Article 12 shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.

         Article 13. ANTI-GREENMAIL. Any direct or indirect purchase or other
acquisition by the Corporation of any Voting Stock (as defined in Article 12
hereof) from any Significant Shareholder (as hereinafter defined) who has been
the beneficial owner (as defined in Article 12 hereof) of such Voting Stock for
less than two years prior to the date of such purchase or other acquisition
shall, except as hereinafter expressly provided, require the affirmative vote of
the holders of at least a majority of the total number of outstanding shares of
Voting Stock, excluding in calculating such affirmative vote and the total
number of outstanding shares all Voting Stock beneficially owned by such
Significant Shareholder. Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that a lesser percentage may be
specified, by law, but no such affirmative vote shall be required (i) with
respect to any purchase or other acquisition of Voting Stock made as part of a
tender or exchange offer by the Corporation to purchase Voting Stock on the same
terms from all holders of the same class of Voting Stock and complying with the
applicable requirements of the Exchange Act and the rules and regulations
thereunder or (ii) with respect to any purchase of Voting Stock, where the Board
of Directors has determined that the purchase price per share of the Voting
Stock does not exceed the fair market value of the Voting Stock. Such fair
market value shall be equal to the average closing price or the mean of the bid
and asked prices of a share of Voting Stock for the 20 trading days immediately
preceding the execution of a definitive agreement to purchase the Voting Stock
from a Significant Shareholder.

         For the purposes of this Article 13, "Significant Shareholder" shall
mean any person (other than the Corporation or any corporation of which a
majority of any class of Voting Stock is owned, directly or indirectly, by the
Corporation) that is the beneficial owner, directly or indirectly, of five
percent or more of the voting power of the outstanding Voting Stock.

         Article 14. SHAREHOLDER ACTION. Any action required or permitted to be
taken by the shareholders of the Corporation must be effected at a duly called
annual or special meeting of such holders and may not be effected by any consent
in writing by such holders, unless such consent is unanimous.

         Article 15. AMENDMENT OF CERTIFICATE OF INCORPORATION. Except as set
forth in this Article 15 or as otherwise specifically required by law, no
amendment of any provision of this Certificate of Incorporation shall be made
unless such amendment has been first proposed by the board of directors of the
Corporation upon the affirmative vote of at least two-thirds of the directors
then in office at a duly constituted meeting of the board of directors called
for such purpose and thereafter approved by the shareholders of the Corporation
by the affirmative vote of the holders of at least a majority of the shares
entitled to vote thereon at a duly called annual or special meeting;


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<PAGE>   13

provided, however, that if such amendment is to the provisions set forth in this
clause of Article 15 or in Article 6, 7, 8, 10, 11, 13 or 14 hereof, such
amendment must be approved by the affirmative vote of the holders of at least
two-thirds of the shares entitled to vote thereon rather than a majority;
provided, further, that if such amendment is to the provisions set forth in this
clause of Article 15 or in Article 12 hereof, such amendment must be approved by
the affirmative vote of the holders of at least 80 percent of the shares
entitled to vote thereon rather than a majority.

         IN WITNESS WHEREOF, THE UNDERSIGNED, being the Chairman of the Board,
President, and Chief Executive Officer of the Corporation and pursuant to the
General Corporation Law of the State of Delaware, does make this certificate,
hereby declaring and certifying that this is the act and deed of the Board of
Directors of the Corporation and the facts herein stated are true, and
accordingly have hereunto set my hand as of this 21st day of April, 1998.




                      SKANEATELES BANCORP, INC.


                      By:     /s/ John P. Driscoll
                         ------------------------------------------------
                           John P. Driscoll
                           Chairman, President and Chief Executive Officer



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