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                                                                     Exhibit 3.1

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           QUAKER CITY BANCORP, INC.

                (Originally incorporated on September 13, 1993)

     FIRST:  The name of the Corporation is Quaker City Bancorp, Inc.
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(hereinafter sometimes referred to as the "Corporation").

     SECOND:  The address of the registered office of the Corporation in the
     ------
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle.  The name of the registered agent at that
address is The Corporation Trust Company.

     THIRD:  The purpose of the Corporation is to engage in any lawful act or
     -----
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH:
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          A.  The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is twenty-two million
     (22,000,000) consisting of:

          1.  Two million (2,000,000) shares of Preferred Stock, par value one
          cent ($.01) per share (the "Preferred Stock"); and

          2.  Twenty million (20,000,000) shares of Common Stock, par value one
          cent ($.01) per share (the "Common Stock").

          B.  The Board of Directors is authorized, subject to any limitations
     prescribed by law, to provide for the issuance of the shares of Preferred
     Stock in series, and by filing a certificate pursuant to the applicable law
     of the State of Delaware (such certificate being hereinafter referred to as
     a "Preferred Stock Designation"), to establish from time to time the number
     of shares to be included in each such series, and to fix the designation,
     powers, preferences, and rights of the shares of each such series and any
     qualifications, limitations or restrictions thereof.  The number of
     authorized shares of Preferred Stock may be increased or decreased (but not
     below the number of shares thereof then outstanding) by the affirmative
     vote of the holders of a majority of the Common Stock, without a vote of
     the holders of the Preferred Stock, or of any series thereof, unless a vote
     of any such holders is required pursuant to the terms of any Preferred
     Stock Designation.

          C.  1.  Notwithstanding any other provision of this Certificate of
                  Incorporation, in no event shall any record owner of any
                  outstanding Common Stock which is beneficially owned, directly
                  or indirectly, by a person who, as of any record date for the
                  determination of stockholders entitled to vote on any matter,
                  beneficially owns in excess of 10% of the then-outstanding
                  shares
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                  of Common Stock (the "Limit"), be entitled, or permitted to
                  any vote in respect of the shares held in excess of the Limit.
                  The number of votes which may be cast by any record owner by
                  virtue of the provisions hereof in respect of Common Stock
                  beneficially owned by such person beneficially owning shares
                  in excess of the Limit shall be a number equal to the total
                  number of votes which a single record owner of all Common
                  Stock beneficially owned by such person would be entitled to
                  cast, (subject to the provisions of this Article FOURTH)
                  multiplied by a fraction, the numerator of which is the number
                  of shares of such class or series which are both beneficially
                  owned by such person and owned of record by such record owner
                  and the denominator of which is the total number of shares of
                  Common Stock beneficially owned by such person owning shares
                  in excess of the Limit.

               2. The following definitions shall apply to this Section C of
                  this Article FOURTH:

                  a.   "Affiliate" shall have the meaning ascribed to it in Rule
                       12b-2 of the General Rules and Regulations under the
                       Securities Exchange Act of 1934, as amended, as in effect
                       on the date of filing of this Certificate of
                       Incorporation.

                  b.   "Beneficial ownership" shall be determined pursuant to
                       Rule 13d-3 of the General Rules and Regulations under the
                       Securities Exchange Act of 1934, as amended, (or any
                       successor rule or statutory provision), or, if said Rule
                       13d-3 shall be rescinded and there shall be no successor
                       rule or provision thereto, pursuant to said Rule 13d-3 as
                       in effect on the date of filing of this Certificate of
                       Incorporation; provided, however, that a person shall, in
                       any event, also be deemed the "beneficial owner" of any
                       Common Stock:

                       (1)  which such person or any of its affiliates
                            beneficially owns, directly or indirectly; or

                       (2)  which such person or any of its affiliates has (i)
                            the right to acquire (whether such right is
                            exercisable immediately or only after the passage of
                            time), pursuant to any agreement, arrangement or
                            understanding (but shall not be deemed to be the
                            beneficial owner of any voting shares solely by
                            reason of an agreement, contract, or other
                            arrangement with this Corporation to effect any
                            transaction which is described in any one or more of
                            clauses 1 through 5 of Section A of Article

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<PAGE>

                            EIGHTH), or upon the exercise of conversion rights,
                            exchange rights, warrants, or options or otherwise,
                            or (ii) sole or shared voting or investment power
                            with respect thereto pursuant to any agreement,
                            arrangement, understanding, relationship or
                            otherwise (but shall not be deemed to be the
                            beneficial owner of any voting shares solely by
                            reason of a revocable proxy granted for a particular
                            meeting of stockholders, pursuant to a public
                            solicitation of proxies for such meeting, with
                            respect to shares of which neither such person nor
                            any such Affiliate is otherwise deemed the
                            beneficial owner); or

                       (3)  which are beneficially owned, directly or
                            indirectly, by any other person with which such
                            first mentioned person or any of its Affiliates acts
                            as a partnership, limited partnership, syndicate or
                            other group pursuant to any agreement, arrangement
                            or understanding for the purpose of acquiring,
                            holding, voting or disposing of any shares of
                            capital stock of this Corporation; and provided
                            further, however, that (1) no Director or Officer of
                            this Corporation (or any Affiliate of any such
                            Director or Officer) shall, solely by reason of any
                            or all of such Directors or Officers acting in their
                            capacities as such, be deemed, for any purposes
                            hereof, to beneficially own any Common Stock
                            beneficially owned by any other such Director or
                            Officer (or any Affiliate thereof), and (2) neither
                            any employee stock ownership or similar plan of this
                            Corporation or any subsidiary of this Corporation,
                            nor any trustee with respect thereto or any
                            Affiliate of such trustee (solely by reason of such
                            capacity of such trustee), shall be deemed, for any
                            purposes hereof, to beneficially own any Common
                            Stock held under any such plan. For purposes only of
                            computing the percentage of beneficial ownership of
                            Common Stock of a person, the outstanding Common
                            Stock shall include shares deemed owned by such
                            person through application of this subsection but
                            shall not include any other Common Stock which may
                            be issuable by this Corporation pursuant to any
                            agreement, or upon exercise of conversion rights,
                            warrants or options, or otherwise. For all other

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                            purposes, the outstanding Common Stock shall include
                            only Common Stock then outstanding and shall not
                            include any Common Stock which may be issuable by
                            this Corporation pursuant to any agreement, or upon
                            the exercise of conversion rights, warrants or
                            options, or otherwise.

                    c.   The "Limit" shall mean 10% of the then-outstanding
                         shares of Common Stock.

                    d.   A "person" shall include an individual, a firm, a group
                         acting in concert, a corporation, a partnership, an
                         association, a joint venture, a pool, a joint stock
                         company, a trust, an unincorporated organization or
                         similar company, a syndicate or any other group formed
                         for the purpose of acquiring, holding or disposing of
                         securities or any other entity.

               3.   The Board of Directors shall have the power to construe and
                    apply the provisions of this section and to make all
                    determinations necessary or desirable to implement such
                    provisions, including but not limited to matters with
                    respect to (i) the number of shares of Common Stock
                    beneficially owned by any person, (ii) whether a person is
                    an affiliate of another, (iii) whether a person has an
                    agreement, arrangement, or understanding with another as to
                    the matters referred to in the definition of beneficial
                    ownership, (iv) the application of any other definition or
                    operative provision of the section to the given facts, or
                    (v) any other matter relating to the applicability or effect
                    of this section.

               4.   The Board of Directors shall have the right to demand that
                    any person who is reasonably believed to beneficially own
                    Common Stock in excess of the Limit (or holds of record
                    Common Stock beneficially owned by any person in excess of
                    the Limit) supply the Corporation with complete information
                    as to (i) the record owner(s) of all shares beneficially
                    owned by such person who is reasonably believed to own
                    shares in excess of the Limit, and (ii) any other factual
                    matter relating to the applicability or effect of this
                    section as may reasonably be requested of such person.

               5.   Except as otherwise provided by law or expressly provided in
                    this Section C, the presence, in person or by proxy, of the
                    holders of record of shares of capital stock of the
                    Corporation entitling the holders thereof to cast a majority
                    of the votes (after giving effect, if required, to the
                    provisions of this Section C) entitled to be cast by the
                    holders of shares of capital stock of the Corporation
                    entitled to

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<PAGE>

                    vote shall constitute a quorum at all meetings of the
                    stockholders, and every reference in this Certificate of
                    Incorporation to a majority or other proportion of capital
                    stock (or the holders thereof) for purposes of determining
                    any quorum requirement or any requirement for stockholder
                    consent or approval shall be deemed to refer to such
                    majority or other proportion of the votes (or the holders
                    thereof) then entitled to be cast in respect of such capital
                    stock.

               6.   Any constructions, applications, or determinations made by
                    the Board of Directors pursuant to this section in good
                    faith and on the basis of such information and assistance as
                    was then reasonably available for such purpose shall be
                    conclusive and binding upon the Corporation and its
                    stockholders.

               7.   In the event any provision (or portion thereof) of this
                    Section C shall be found to be invalid, prohibited or
                    unenforceable for any reason, the remaining provisions (or
                    portions thereof) of this Section shall remain in full force
                    and effect, and shall be construed as if such invalid,
                    prohibited or unenforceable provision had been stricken
                    herefrom or otherwise rendered inapplicable, it being the
                    intent of this Corporation and its stockholders that each
                    such remaining provision (or portion thereof) of this
                    Section C remain, to the fullest extent permitted by law,
                    applicable and enforceable as to all stockholders, including
                    stockholders owning an amount of stock over the Limit,
                    notwithstanding any such finding.

     FIFTH:  The following provisions are inserted for the management of the
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business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its Directors and stockholders:

          A.  The business and affairs of the Corporation shall be managed by or
     under the direction of the Board of Directors.  In addition to the powers
     and authority expressly conferred upon them by statute or by this
     Certificate of Incorporation or the Bylaws of the Corporation, the
     Directors are hereby empowered to exercise all such powers and do all such
     acts and things as may be exercised or done by the Corporation.

          B.  The Directors of the Corporation need not be elected by written
     ballot unless the Bylaws so provide.

          C.  Any action required or permitted to be taken by the stockholders
     of the Corporation must be effected at a duly called annual or special
     meeting of stockholders of the Corporation and may not be effected by any
     consent in writing by such stockholders.

          D.  Special meetings of stockholders of the Corporation may be called
     only by the Board of Directors pursuant to a resolution adopted by a
     majority of the Whole Board

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<PAGE>

     or as otherwise provided in the Bylaws.  The term "Whole Board" shall mean
     the total number of authorized directorships (whether or not there exist
     any vacancies in previously authorized directorships at the time any such
     resolution is presented to the Board for adoption).

     SIXTH:
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          A.  The number of Directors shall be fixed from time to time
     exclusively by the Board of Directors pursuant to a resolution adopted by a
     majority of the Whole Board.  The Directors shall be divided into three
     classes, as nearly equal in number as reasonably possible, with the term of
     office of the first class to expire at the first annual meeting of
     stockholders, the term of office of the second class to expire at the
     annual meeting of stockholders one year thereafter and the term of office
     of the third class to expire at the annual meeting of stockholders two
     years thereafter with each Director to hold office until his or her
     successor shall have been duly elected and qualified.  At each annual
     meeting of stockholders following such initial classification and election,
     Directors elected to succeed those Directors whose terms expire shall be
     elected for a term of office to expire at the third succeeding annual
     meeting of stockholders after their election with each Director to hold
     office until his or her successor shall have been duly elected and
     qualified.

          B.  Subject to the rights of holders of any series of Preferred Stock
     outstanding, the newly created directorships resulting from any increase in
     the authorized number of Directors or any vacancies in the Board of
     Directors resulting from death, resignation, retirement, disqualification,
     removal from office or other cause may be filled only by a majority vote of
     the Directors then in office, though less than a quorum, and Directors so
     chosen shall hold office for a term expiring at the annual meeting of
     stockholders at which the term of office of the class to which they have
     been chosen expires.  No decrease in the number of Directors constituting
     the Board of Directors shall shorten the term of any incumbent Director.

          C.  Advance notice of stockholder nominations for the election of
     Directors and of business to be brought by stockholders before any meeting
     of the stockholders of the Corporation shall be given in the manner
     provided in the Bylaws of the Corporation.

          D.  Subject to the rights of holders of any series of Preferred Stock
     then outstanding, any Director, or the entire Board of Directors, may be
     removed from office at any time, but only for cause and only by the
     affirmative vote of the holders of at least 80 percent of the voting power
     of all of the then-outstanding shares of capital stock of the Corporation
     entitled to vote generally in the election of Directors (after giving
     effect to the provisions of Article FOURTH of this Certificate of
     Incorporation ("Article FOURTH")), voting together as a single class.

     SEVENTH:  The Board of Directors is expressly empowered to adopt, amend or
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repeal Bylaws of the Corporation.  Any adoption, amendment or repeal of the
Bylaws of the Corporation by the Board of Directors shall require the approval
of a majority of the Whole Board.  The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the

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Corporation; provided, however, that, in addition to any vote of the holders of
any class or series of stock of this Corporation required by law or by this
Certificate of Incorporation, the affirmative vote of the holders of at least 80
percent of the voting power of all of the then-outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of Directors
(after giving effect to the provisions of Article FOURTH), voting together as a
single class, shall be required to adopt, amend or repeal any provisions of the
Bylaws of the Corporation.

     EIGHTH:
     ------

          A.  In addition to any affirmative vote required by law or this
     Certificate of Incorporation, and except as otherwise expressly provided in
     this Article EIGHTH:

               1.   any merger or consolidation of the Corporation or any
                    Subsidiary (as hereinafter defined) with (i) any Interested
                    Stockholder (as hereinafter defined) or (ii) any other
                    corporation (whether or not itself an Interested
                    Stockholder) which is, or after such merger or consolidation
                    would be, an Affiliate (as hereinafter defined) of an
                    Interested Stockholder; or

               2.   any sale, lease, exchange, mortgage, pledge, transfer or
                    other disposition (in one transaction or a series of
                    transactions) to or with any Interested Stockholder, or any
                    Affiliate of any Interested Stockholder, of any assets of
                    the Corporation or any Subsidiary having an aggregate Fair
                    Market Value (as hereinafter defined) equaling or exceeding
                    25% or more of the combined assets of the Corporation and
                    its Subsidiaries; or

               3.   the issuance or transfer by the Corporation or any
                    Subsidiary (in one transaction or a series of transactions)
                    of any securities of the Corporation or any Subsidiary to
                    any Interested Stockholder or any Affiliate of any
                    Interested Stockholder in exchange for cash, securities or
                    other property (or a combination thereof) having an
                    aggregate Fair Market Value (as hereinafter defined)
                    equaling or exceeding 25% of the combined Fair Market Value
                    of the outstanding common stock of the Corporation and its
                    Subsidiaries, except for any issuance or transfer pursuant
                    to an employee benefit plan of the Corporation or any
                    Subsidiary thereof; or

               4.   the adoption of any plan or proposal for the liquidation or
                    dissolution of the Corporation proposed by or on behalf of
                    an Interested Stockholder or any Affiliate of any Interested
                    Stockholder; or

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               5.   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 Stockholder)
                    which has the effect, directly or indirectly, of increasing
                    the proportionate share 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 Stockholder or any Affiliate of any
                    Interested Stockholder; shall require the affirmative vote
                    of the holders of at least 80% of the voting power of the
                    then-outstanding shares of stock of the Corporation entitled
                    to vote in the election of Directors (the "Voting Stock")
                    (after giving effect to the provisions of Article FOURTH),
                    voting together as a single class.  Such affirmative vote
                    shall be required notwithstanding the fact that no vote may
                    be required, or that a lesser percentage may be specified,
                    by law or by any other provisions of this Certificate of
                    Incorporation or any Preferred Stock Designation in any
                    agreement with any national securities exchange or
                    otherwise.

     The term "Business Combination" as used in this Article EIGHTH shall mean
any transaction which is referred to in any one or more of paragraphs 1 through
5 of Section A of this Article EIGHTH.

          B.  The provisions of Section A of this Article EIGHTH shall not be
     applicable to any particular Business Combination, and such Business
     Combination shall require only the affirmative vote of the majority of the
     outstanding shares of capital stock entitled to vote after giving effect to
     the provisions of Article FOURTH, or such vote (if any), as is required by
     law or by this Certificate of Incorporation, if, in the case of any
     Business Combination that does not involve any cash or other consideration
     being received by the stockholders of the Corporation solely in their
     capacity as stockholders of the Corporation, the condition specified in the
     following paragraph 1 is met or, in the case of any other Business
     Combination, all of the conditions specified in either of the following
     paragraphs 1 or 2 are met:

          1.   The Business Combination shall have been approved by a majority
               of the Disinterested Directors (as hereinafter defined).

          2.   All of the following conditions shall have been met:

               a.   The aggregate amount of the cash and the Fair Market Value
                    as of the date of the consummation of the Business
                    Combination of consideration other than cash to be received
                    per share by the holders of Common Stock in such Business
                    Combination shall at least be equal to the higher of the
                    following:

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                    (1)  (if applicable) the Highest Per Share Price (as
                         hereinafter defined), including any brokerage
                         commissions, transfer taxes and soliciting dealers'
                         fees, paid by the Interested Stockholder or any of its
                         Affiliates for any shares of Common Stock acquired by
                         it (i) within the two-year period immediately prior to
                         the first public announcement of the proposal of the
                         Business Combination (the "Announcement Date"), or (ii)
                         in the transaction in which it became an Interested
                         Stockholder, whichever is higher; and

                    (2)  the Fair Market Value per share of Common Stock on the
                         Announcement Date or on the date on which the
                         Interested Stockholder became an Interested Stockholder
                         (such latter date is referred to in this Article EIGHTH
                         as the "Determination Date"), whichever is higher.

               b.   The aggregate amount of the cash and the Fair Market Value
                    as of the date of the consummation of the Business
                    Combination of consideration other than cash to be received
                    per share by holders of shares of any class 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 subparagraph (b) shall be required to
                    be met with respect to every such class of outstanding
                    Voting Stock, whether or not the Interested Stockholder has
                    previously acquired any shares of a particular class of
                    Voting Stock):

                    (1)  (if applicable) the Highest Per Share Price (as
                         hereinafter defined), including any brokerage
                         commissions, transfer taxes and soliciting dealers'
                         fees, paid by the Interested Stockholder for any shares
                         of such class of Voting Stock acquired by it (i) within
                         the two-year period immediately prior to the
                         Announcement Date, or (ii) in the transaction in which
                         it became an Interested Stockholder, whichever is
                         higher;

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

                    (3)  the Fair Market Value per share of such class of Voting
                         Stock on the Announcement Date or on the Determination
                         Date, whichever is higher.

               c.   The consideration to be received by holders of a particular
                    class of outstanding Voting Stock (including Common Stock)
                    shall be in

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                    cash or in the same form as the Interested Stockholder has
                    previously paid for shares of such class of Voting Stock. If
                    the Interested Stockholder has paid for shares of any class
                    of Voting Stock with varying forms of consideration, the
                    form of consideration to be received per share by holders of
                    shares of such class of Voting Stock shall be either cash or
                    the form used to acquire the largest number of shares of
                    such class of Voting Stock previously acquired by the
                    Interested Stockholder. The price determined in accordance
                    with subparagraph B.2 of this Article EIGHTH shall be
                    subject to appropriate adjustment in the event of any stock
                    dividend, stock split, combination of shares or similar
                    event.

               d.   After such Interested Stockholder has become an Interested
                    Stockholder and prior to the consummation of such Business
                    Combination:  (1) except as approved by a majority of the
                    Disinterested Directors (as hereinafter defined), 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 stock having preference over
                    the Common Stock as to dividends or liquidation; (2) there
                    shall have been (i) no reduction in the annual rate of
                    dividends paid on the Common Stock (except as necessary to
                    reflect any subdivision of the Common Stock), except as
                    approved by a majority of the Disinterested Directors, and
                    (ii) 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 the Common Stock, unless the
                    failure to so increase such annual rate is approved by a
                    majority of the Disinterested Directors, and (3) neither
                    such Interested Stockholder or any of its Affiliates shall
                    have become the beneficial owner of any additional shares of
                    Voting Stock except as part of the transaction which results
                    in such Interested Stockholder becoming an Interested
                    Stockholder.

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

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<PAGE>

               f.   A proxy or information statement describing the proposed
                    Business Combination and complying with the requirements of
                    the Securities Exchange Act of 1934, as amended, and the
                    rules and regulations thereunder (or any subsequent
                    provisions replacing such Act, and the rules or regulations
                    thereunder) shall be mailed to stockholders of the
                    Corporation at least 30 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).

      C.  For the purposes of this Article EIGHTH:

          1.   A "Person" shall include an individual, a firm, a group acting in
               concert, a corporation, a partnership, an association, a joint
               venture, a pool, a joint stock company, a trust, an
               unincorporated organization or similar company, a syndicate or
               any other group formed for the purpose of acquiring, holding or
               disposing of securities or any other entity.

          2.   "Interested Stockholder" shall mean any person (other than the
               Corporation or any Holding Company or Subsidiary thereof) who or
               which:

               a.   is the beneficial owner, directly or indirectly, of more
                    than 10% of the voting power of the outstanding Voting
                    Stock; or

               b.   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 10% or more of the voting power of the then outstanding
                    Voting Stock; or

               c.   is an assignee of or has otherwise succeeded to any shares
                    of Voting Stock which were at any time within the two-year
                    period immediately prior to the date in question
                    beneficially owned by any Interested Stockholder, if such
                    assignment or succession shall have occurred in the course
                    of a transaction or series of transactions not involving a
                    public offering within the meaning of the Securities Act of
                    1933, as amended.

          3.   For purposes of this Article EIGHTH, "beneficial ownership" shall
               be determined in the manner provided in Section C of Article
               FOURTH hereof.

          4.   "Affiliate" and "Associate" shall have the respective meanings
               ascribed to such terms in Rule 12b-2 of the General Rules and
               Regulations under the Securities Exchange Act of 1934, as in
               effect on the date of filing of this Certificate of
               Incorporation.

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<PAGE>

          5.   "Subsidiary" means any corporation of which a majority of any
               class of equity security is owned, directly or indirectly, by the
               Corporation; provided, however, that for the purposes of the
               definition of Interested Stockholder set forth in Paragraph 2 of
               this Section C, the term "Subsidiary" shall mean only a
               corporation of which a majority of each class of equity security
               is owned, directly or indirectly, by the Corporation.

          6.   "Disinterested Director" means any member of the Board of
               Directors who is unaffiliated with the Interested Stockholder and
               was a member of the Board of Directors prior to the time that the
               Interested Stockholder became an Interested Stockholder, and any
               Director who is thereafter chosen to fill any vacancy of the
               Board of Directors or who is elected and who, in either event, is
               unaffiliated with the Interested Stockholder and in connection
               with his or her initial assumption of office is recommended for
               appointment or election by a majority of Disinterested Directors
               then on the Board of Directors.

          7.   "Fair Market Value" means:

               a.   in the case of stock, the highest closing sales price of the
                    stock during the 30-day period immediately preceding the
                    date in question of a share of such stock on the National
                    Association of Securities Dealers Automated Quotation System
                    or any system then in use, or, if such stock is admitted to
                    trading on a principal United States securities exchange
                    registered under the Securities Exchange Act of 1934, as
                    amended, Fair Market Value shall be the highest sale price
                    reported during the 30-day period preceding the date in
                    question, 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 in good faith,
                    in each case with respect to any class of stock,
                    appropriately adjusted for any dividend or distribution in
                    shares of such stock or any stock split or reclassification
                    of outstanding shares of such stock into a greater number of
                    shares of such stock or any combination or reclassification
                    of outstanding shares of such stock into a smaller number of
                    shares of such stock, and

               b.   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 the Board of Directors in good faith.

          8.   Reference to "Highest Per Share Price" shall in each case with
               respect to any class of stock reflect an appropriate adjustment
               for any dividend or distribution in shares of such stock or any
               stock split or reclassification of outstanding shares of such
               stock into a greater number of shares of such

                                       12
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          stock or any combination or reclassification of outstanding shares of
          such stock into a smaller number of shares of such stock.

          9.   In the event of any Business Combination in which the Corporation
               survives, the phrase "consideration other than cash to be
               received" as used in Subparagraphs (a) and (b) of Paragraph 2 of
               Section B of this Article EIGHTH shall include the shares of
               Common Stock and/or the shares of any other class of outstanding
               Voting Stock retained by the holders of such shares.

          D.  A majority of the Disinterested Directors of the Corporation shall
     have the power and duty to determine for the purposes of this Article
     EIGHTH, on the basis of information known to them after reasonable inquiry:
     (a) whether a person is an Interested Stockholder; (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 assets which are
     the subject of any Business Combination have, or the consideration to be
     received for the issuance or transfer of securities by the Corporation or
     any Subsidiary in any Business Combination has an aggregate Fair Market
     Value equaling or exceeding 25% of the combined Fair Market Value of the
     Common Stock of the Corporation and its Subsidiaries.  A majority of the
     Disinterested Directors shall have the further power to interpret all of
     the terms and provisions of this Article EIGHTH.

          E.  Nothing contained in the Article EIGHTH shall be construed to
     relieve any Interested Stockholder from any fiduciary obligation imposed by
     law.

          F.  Notwithstanding any other provisions of this Certificate of
     Incorporation or any provision of law which might otherwise permit a lesser
     vote or no vote, but in addition to any affirmative vote of the holders of
     any particular class or series of the Voting Stock required by law, this
     Certificate of Incorporation or any Preferred Stock Designation.  the
     affirmative vote of the holders of at least 80 percent of the voting power
     of all of the then-outstanding shares of the Voting Stock (after giving
     effect to the provisions of Article FOURTH), voting together as a single
     class, shall be required to alter, amend or repeal this Article EIGHTH.

     NINTH:  The Board of Directors of the Corporation, when evaluating any
     -----
offer of another Person (as defined in Article EIGHTH hereof) to (A) make a
tender or exchange offer for any equity security of the Corporation, (B) merge
or consolidate the Corporation with another corporation or entity or (C)
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, may, in connection with the exercise of its judgment
in determining what is in the best interest of the Corporation and its
stockholders, give due consideration to all relevant factors, including, without
limitation, those factors that Directors of any subsidiary of the Corporation
may consider in evaluating any action that may result in a change or potential
change in the control of the subsidiary, and the social and economic effect of
acceptance of such offer:  on the Corporation's present and future customers and
employees and those of its Subsidiaries (as defined in Article EIGHTH hereof);
on the communities in which the Corporation and its Subsidiaries operate or are
located; on the ability of the Corporation to fulfill

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<PAGE>

its corporate objective as a savings and loan holding company under applicable
laws and regulations; and on the ability of its subsidiary savings and loan
association to fulfill the objectives of a federally-chartered stock form
savings and loan association under applicable statutes and regulations.

     TENTH:  A.  Each person who was or is made a party or is threatened to be
     -----
made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a Director or an
Officer of the Corporation or is or was serving at the request of the
Corporation as a Director, Officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
Director, Officer, employee or agent or in any other capacity while serving as a
Director, Officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section C hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.

          B.  The right to indemnification conferred in Section A of this
     Article TENTH shall include the right to be paid by the Corporation the
     expenses incurred in defending any such proceeding in advance of its final
     disposition (hereinafter an "advancement of expenses"); provided, however,
     that, if the Delaware General Corporation Law requires, an advancement of
     expenses incurred by an indemnitee in his or her capacity as a Director or
     Officer (and not in any other capacity in which service was or is rendered
     by such indemnitee, including, without limitation, services to an employee
     benefit plan) shall be made only upon delivery to the Corporation of an
     undertaking (hereinafter an "undertaking"), by or on behalf of such
     indemnitee, to repay all amounts so advanced if it shall ultimately be
     determined by final judicial decision from which there is no further right
     to appeal (hereinafter a "final adjudication") that such indemnitee is not
     entitled to be indemnified for such expenses under this Section or
     otherwise.  The rights to indemnification and to the advancement of
     expenses conferred in Sections A and B of this Article TENTH shall be
     contract rights and such rights shall continue as to an indemnitee who has
     ceased to be a Director, Officer, employee or agent and shall inure to the
     benefit of the indemnitee's heirs, executors and administrators.

          C.  If a claim under Section A or B of this Article TENTH is not paid
     in full by the Corporation within sixty days after a written claim has been
     received by the Corporation, except in the case of a claim for an
     advancement of expenses, in which case the applicable period shall be
     twenty days, the indemnitee may at any time thereafter

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<PAGE>

bring suit against the Corporation to recover the unpaid amount of the claim.
If successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expenses of
prosecuting or defending such suit.  In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the
Delaware General Corporation Law.  Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.

          D.  The rights to indemnification and to the advancement of expenses
     conferred in this Article TENTH shall not be exclusive of any other right
     which any person may have or hereafter acquire under any statute, the
     Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
     stockholders or Disinterested Directors or otherwise.

          E.  The Corporation may maintain insurance, at its expense, to protect
     itself and any Director, Officer, employee or agent of the Corporation or
     subsidiary or Affiliate or another corporation, partnership, joint venture,
     trust or other enterprise against any expense, liability or loss, whether
     or not the Corporation would have the power to indemnify such person
     against such expense, liability or loss under the Delaware General
     Corporation Law.

          F.  The Corporation may, to the extent authorized from time to time by
     the Board of Directors, grant rights to indemnification and to the
     advancement of expenses to any employee or agent of the Corporation to the
     fullest extent of the provisions of this Article TENTH with respect to the
     indemnification and advancement of expenses of Directors and Officers of
     the Corporation.

     ELEVENTH:  A Director of this Corporation shall not be personally liable to
     --------
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct

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<PAGE>

or a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the Director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.

     TWELFTH:  The Corporation reserves the right to amend or repeal any
     -------
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights conferred upon
stockholders are granted subject to this reservation; provided, however, that,
notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of Directors (after giving effect to
the provisions of Article FOURTH), voting together as a single class, shall be
required to amend or repeal this Article TWELFTH, Section C of Article FOURTH,
Section C or D of Article FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH
or Article TENTH.

     This Amended and Restated Certificate of Incorporation, which restates and
integrates and does further amend the provisions of the Corporation's
Certificate of Incorporation, has been duly adopted by the Board of Directors of
the Corporation in accordance with the provisions of Sections 242 and 245, and
has been approved by the stockholders of the Corporation in accordance with the
provisions of Sections 242 and 245, of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, the undersigned declares that the matters set forth in
this Amended and Restated Certificate of Incorporation are true and correct of
his own knowledge.

Date:  November 24, 1998

                                         /s/ FREDERIC R. (RICK) McGILL
                                    ----------------------------------------
                                    Frederic R. (Rick) McGill, President and
                                      Chief Executive Officer

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