<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>3
<FILENAME>ex-3i.txt
<DESCRIPTION>CERTIFICATE OF INCORPORATION
<TEXT>
                          CERTIFICATE OF INCORPORATION
                                       OF
                               PARKE BANCORP, INC.


                                    ARTICLE I

                                      Name
                                      ----

         The  name  of the  corporation  is  Parke  Bancorp,  Inc.  (herein  the
"Corporation").


                                   ARTICLE II

                                Registered Office
                                -----------------

         The address of the Corporation's  registered office in the State of New
Jersey is 601 Delsea  Drive,  Washington  Township,  New Jersey in the County of
Gloucester.  The name of the  Corporation's  registered agent at such address is
Vito S. Pantilione.


                                   ARTICLE III

                                     Powers
                                     ------

         The purpose of the  Corporation is to engage in any activity within the
purposes for which corporations may be organized under 14A:2-1 of the New Jersey
Business Corporation Act.


                                   ARTICLE IV

                                      Term
                                      ----

         The Corporation is to have perpetual existence.


                                    ARTICLE V

                                Initial Directors
                                -----------------

         The number of directors  constituting the initial board of directors of
the  Corporation is three (3) and the names and addresses of the persons who are
to serve as directors until their successors are elected and qualified, are:

                                        1

<PAGE>

       Name                           Mailing Address
       ----                           ---------------
Celestino R. Pennoni                  601 Delsea Drive
                                      Washington Township, New Jersey  08080
Fred G. Choate                        601 Delsea Drive
                                      Washington Township, New Jersey  08080
Daniel J. Dalton                      601 Delsea Drive
                                      Washington Township, New Jersey  08080


                                   ARTICLE VI

                                  Capital Stock
                                  -------------

         The  aggregate  number of shares of all classes of capital  stock which
the Corporation has authority to issue is 11,000,000 of which  10,000,000 are to
be shares of common stock,  $.10 par value per share, and of which 1,000,000 are
to be shares of serial preferred stock, $.10 par value per share. The shares may
be issued by the  Corporation  without the  approval of  stockholders  except as
otherwise  provided  in this  Article VI or the rules of a  national  securities
exchange or listing service,  if applicable.  The consideration for the issuance
of the shares  shall be paid to or  received by the  Corporation  in full before
their  issuance  and  shall  not be less  than  the par  value  per  share.  The
consideration for the issuance of the shares shall be cash,  services  rendered,
personal  property  (tangible  or  intangible),  real  property,  leases of real
property or any combination of the foregoing.  In the absence of actual fraud in
the transaction,  the judgment of the board of directors as to the value of such
consideration,  shall be conclusive.  Upon payment of such  consideration,  such
shares  shall be deemed  to be fully  paid and  nonassessable.  In the case of a
stock dividend,  the part of the surplus of the Corporation which is transferred
to stated  capital  upon the  issuance  of shares as a stock  dividend  shall be
deemed to be the consideration for their issuance.

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

         A. Common Stock. Except as provided in this Certificate, 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
holders.

         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 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 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 as declared
by the board of directors of the Corporation.

         In the  event of any  liquidation,  dissolution  or  winding  up of the
Corporation,  after  there shall have been paid,  or declared  and set aside for
payment, to the holders of the outstanding shares of any class having preference
over  the  common  stock,  the  full  preferential  amounts  to  which  they are
respectively

                                        2

<PAGE>

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.

         Each  share of  common  stock  shall  have the  same  relative  powers,
preferences  and rights as, and shall be identical in all respects with, all the
other shares of common stock of the Corporation.

         B. Serial Preferred Stock. Except as provided in this Certificate,  the
            ----------------------
board  of  directors  of  the  Corporation  is  authorized,   by  resolution  or
resolutions  from time to time  adopted,  to provide for the  issuance of serial
preferred  stock  in  series  and to fix and  state  the  powers,  designations,
preferences and relative, participating, optional or other special rights of the
shares of such  series,  and the  qualifications,  limitations  or  restrictions
thereof, including, but not limited to determination of any of the following:

         1.  the  distinctive  serial  designation  and  the  number  of  shares
constituting such series; and

         2. the  dividend  rates or the  amount of  dividends  to be paid on the
shares of such series,  whether  dividends  shall be cumulative and, if so, from
which  date  or  dates,  the  payment  date  or  dates  for  dividends,  and the
participating or other special rights, if any, with respect to dividends; and

         3. the voting  powers,  full or limited,  if any, of the shares of such
series; and

         4.  whether the shares of such series shall be  redeemable  and, if so,
the price or prices at which,  and the terms and  conditions  upon  which,  such
shares may be redeemed; and

         5. the amount or amounts  payable upon the shares of such series in the
event of voluntary or involuntary liquidation,  dissolution or winding up of the
Corporation; and

         6.  whether the shares of such series shall be entitled to the benefits
of a sinking or  retirement  fund to be applied to the purchase or redemption of
such shares, and, if so entitled,  the amount of such fund and the manner of its
application,  including the price or prices at which such shares may be redeemed
or purchased through the application of such funds; and

         7.  whether the shares of such series  shall be  convertible  into,  or
exchangeable  for,  shares of any other class or classes or any other  series of
the same or any other  class or classes of stock of the  Corporation  and, if so
convertible  or  exchangeable,  the conversion  price or prices,  or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and  conditions of such  conversion
or exchange; and

         8. the  subscription  or purchase price and form of  consideration  for
which the shares of such series shall be issued; and

         9.  whether the shares of such series  which are  redeemed or converted
shall have the status of  authorized  but  unissued  shares of serial  preferred
stock and whether such shares may be reissued as shares of the same or any other
series of serial preferred stock.

                                        3

<PAGE>

         Each share of each series of serial preferred stock shall have the same
relative  powers,  preferences  and  rights as,  and shall be  identical  in all
respects with, all the other shares of the Corporation of the same series.


                                   ARTICLE VII

                                Preemptive Rights
                                -----------------

         No holder of any of the shares of any class or series of capital  stock
or of  options,  warrants  or other  rights to  purchase  shares of any class or
series  of  stock or of  other  securities  of the  Corporation  shall  have any
preemptive right to purchase or subscribe for any unissued stock of any class or
series, or any unissued bonds, certificates of indebtedness, debentures of other
securities  convertible into or exchangeable for stock of any class or series or
carrying  any  right to  purchase  stock of any  class or  series;  but any such
unissued  stock,  bonds,  certificates  or  indebtedness,  debentures  or  other
securities  convertible  into or exchangeable for stock or carrying any right to
purchase stock may be issued pursuant to resolution of the board of directors of
the Corporation to such persons, firms, corporations or associations, whether or
not holders thereof, and upon such terms as may be deemed advisable by the board
of directors in the exercise of its sole discretion.


                                  ARTICLE VIII

                              Repurchase of Shares
                              --------------------

         The Corporation may from time to time, pursuant to authorization by the
board of directors of the  Corporation  and without action by the  stockholders,
purchase  or  otherwise  acquire  shares of capital  stock of any class,  bonds,
debentures, notes, script, warrants, obligations,  evidences of indebtedness, or
other securities of the Corporation in such manner, upon such terms, and in such
amounts as the board of directors shall  determine;  subject,  however,  to such
limitations  or  restrictions,  if any, as are contained in the express terms of
any class of shares of the  Corporation  outstanding at the time of the purchase
or acquisition or as are imposed by law or regulation.


                                   ARTICLE IX

              Meetings of Stockholders; Cumulative Voting; Proxies
              ----------------------------------------------------

         A.  Notwithstanding  any other  provision  of this  Certificate  or the
Bylaws of the Corporation, any action required to be taken or which may be taken
at any annual or special meeting of stockholders of the Corporation may be taken
without a meeting, if all stockholders  entitled to vote thereon consent thereto
in writing. The power of stockholders to take action by non-unanimous consent is
specifically denied. In the case of a merger, consolidation,  acquisition of all
capital shares of the  Corporation  or sale of assets,  such action may be taken
without  a  meeting  only if all  stockholders  consent  in  writing,  or if all
stockholders  entitled to vote consent in writing and all other stockholders are
provided the advance notification  required by Section 14A: 5-6(2)(b) of the New
Jersey Business Corporation Act.

         B. Special  meetings of the  stockholders  of the  Corporation  for any
purpose  or  purposes  may  be  called  at any  time  by  the  President  of the
Corporation, by a majority of the board of directors of the

                                        4

<PAGE>

Corporation,  or by a committee  of the board of  directors  which has been duly
designated  by the board of  directors  and whose  powers  and  authorities,  as
provided  in a  resolution  of the board of  directors  or in the  Bylaws of the
Corporation,  include the power and  authority to call such  meetings,  but such
special meetings may not be called by any other person or persons.

         C. Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate  action in writing without a meeting may
authorize  another person or persons to act for him or her by proxy, but no such
proxy shall be voted or acted upon after eleven months from its date, unless the
proxy  provides for a longer  period.  To be valid, a proxy must be executed and
authorized as required or permitted by law.

         D. There shall be no cumulative  voting by stockholders of any class or
series in the election of directors of the Corporation.

         E. Meetings of stockholders  may be held within or outside the State of
New Jersey, as the Bylaws may provide.

         F. The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of voting stock shall constitute a quorum at a meeting of
stockholders.


                                    ARTICLE X

                      Notice for Nominations and Proposals
                      ------------------------------------

         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.


                                   ARTICLE XI

                                    Directors
                                    ---------

         A. Number;  Vacancies. The number of directors of the Corporation shall
            ------------------
be such number as shall be provided from time to time in or in  accordance  with
the Bylaws,  provided that a decrease in the number of directors  shall not have
the  effect of  shortening  the term of any  incumbent  director,  and  provided
further  that no action  shall be taken to decrease  or  increase  the number of
directors from time to time unless at least  two-thirds of the directors then in
office shall  concur in said action.  Vacancies in the board of directors of the
Corporation,  however caused, and newly-created directorships shall be filled by
a vote of a majority of the directors  then in office,  whether or not a quorum,
or by a sole  remaining  director,  and any director so chosen shall hold office
for a term expiring at the next annual meeting of stockholders.  Directors shall
not be required to own any shares of the Corporation's common stock and need not
be residents of any particular state, country or other jurisdiction.

         B. Classified Board. The board of directors of the Corporation shall be
            ----------------
divided into three classes of directors which shall be designated Class I, Class
II and Class III. The members of each class shall be elected for a term of three
years and until their  successors are elected and qualified.  Such classes shall
be as nearly equal in number as the then total number of directors  constituting
the entire board of

                                       5

<PAGE>

directors  shall  permit,  with the terms of office of all  members of one class
expiring each year. At the first annual  meeting of  stockholders:  directors in
Class I shall  be  elected  to hold  office  for a term  expiring  at the  first
succeeding annual meeting thereafter,  directors of Class II shall be elected to
hold  office  for a  term  expiring  at the  second  succeeding  annual  meeting
thereafter,  and  directors  of Class III shall be elected to hold  office for a
term expiring at the third succeeding annual meeting thereafter.  Subject to the
foregoing,  at each annual meeting of stockholders,  the successor to a director
whose term shall then expire shall be elected to hold office for a term expiring
at the third succeeding annual meeting and until his or her successor shall have
been duly elected and qualified unless such director's  position on the board of
directors  shall have been  abolished  by action taken to reduce the size of the
board of directors prior to said meeting.

         If  the  number  of  directors  of  the  Corporation  is  reduced,  the
directorship(s)  eliminated  shall be allocated  among classes as appropriate so
that the number of directors  in each class is as  specified in the  immediately
preceding paragraph.  The board of directors shall designate, by the name of the
incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no
decrease in the number of directors shall have the effect of shortening the term
of any  incumbent  director.  If the number of directors of the  Corporation  is
increased,  the  additional  directorships  shall be allocated  among classes as
appropriate so that the number of directors in each class is as specified in the
immediately preceding paragraph.

         Whenever  the holders of any one or more series of  preferred  stock of
the Corporation shall have the right, voting separately as a class, to elect one
or more directors of the  Corporation,  the board of directors  shall consist of
said  directors  so elected in  addition  to the  number of  directors  fixed as
provided above in this Article XI. Notwithstanding the foregoing,  and except as
otherwise may be required by law, whenever the holders of any one or more series
of preferred stock of the Corporation shall have the right, voting separately as
a class,  to elect one or more  directors of the  Corporation,  the terms of the
director  or  directors  elected  by  such  holders  shall  expire  at the  next
succeeding annual meeting of stockholders.

         The initial board of directors shall consist of three individuals.  The
following  individuals  divided  into  the  following  classes  shall  serve  as
directors until the first annual meeting and until their  successors are elected
and qualified:


          Class I                 Class II                    Class III
          -------                 --------                    ---------
     Daniel J. Dalton         Fred G. Choate            Celestino R. Pennoni


                                   ARTICLE XII

                              Removal of Directors
                              --------------------

         Notwithstanding  any other provision of this  Certificate or the Bylaws
of the  Corporation,  any  director  or the  entire  board of  directors  of the
Corporation may be removed for cause,  at any time, by the  affirmative  vote of
the holders of at least 80% of the  outstanding  shares of capital  stock of the
Corporation entitled to vote generally in the election of directors  (considered
for this purpose as one class) cast at a meeting of the stockholders  called for
that purpose. In addition, the board of directors shall have the power to remove
directors for cause and to suspend directors pending a final  determination that
cause exists for removal.

                                        6

<PAGE>

                                  ARTICLE XIII

                      Certain Limitations on Voting Rights
                      ------------------------------------

         Notwithstanding  any other provision of this  Certificate,  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 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 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 owned by such
person would be entitled to cast,  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.

         A.       The following definitions shall apply to this Article XIII.

     1.  "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 in
effect on the date of filing of this Certificate.

     2.  "Beneficial   Ownership"   (including   beneficially  owned)  shall  be
determined pursuant to Rule 13d-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934 (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;  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  sections  of  Article  XIV) 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

                                        7

<PAGE>


                  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 of computing the percentage
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  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.

         3.  "Continuing  Directors"  shall mean  those  members of the board of
directors who were directors  prior to the time when the Interested  stockholder
became an Interested stockholder.

         4. A "person" shall mean any individual,  firm,  corporation,  or other
entity.

         B. The board of  directors of the  Corporation  shall have the power to
construe  and  apply  the  provisions  of this  Article  XIII  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 Article XIII. Any  constructions,  applications,
or  determinations  made by the directors  pursuant to this Article XIII 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.

         C. 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 holders of record of Common Stock beneficially owned by any person
in excess of the  Limit)  ("Holder  in  Excess")  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,  (ii) any other factual matter relating to the applicability or effect of
this Article XIII as may  reasonably  be requested of such person.  The Board of
directors  shall  further  have the right to  receive  from any Holder in Excess
reimbursement  for all  expenses  incurred by the Board in  connection  with its
investigation  of any matters  relating to the  applicability  or effect of this
section on such  Holder in Excess,  to the extent such  investigation  is deemed
appropriate  by the  Board of  directors  as a result  of the  Holder  in Excess
refusing  to  supply  the  Corporation  with the  information  described  in the
previous sentence.

         D. Except as otherwise  provided by law or  expressly  provided in this
Article  XIII,  the presence in person or by proxy,  of the holders of record of
shares of capital stock of the Corporation

                                        8

<PAGE>

entitling  the  holders  thereof to cast a majority of the votes  (after  giving
effect, if required, to the provisions of this Article XIII) entitled to be cast
by the holders of shares of capital  stock of the  Corporation  entitled to vote
shall  constitute  a quorum  at all  meetings  of the  stockholders,  and  every
reference in this Certificate 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.

         E. The  provisions  of this Article XIII shall not be applicable to the
acquisition of more than 10% of any class of equity  security of the Corporation
if such  acquisition  has  been  approved  by a  majority  of the  Corporation's
Continuing Directors.

         F. In the event any provision (or portion thereof) of this Article XIII
shall be found to be invalid,  prohibited or unenforceable  for any reason,  the
remaining  provisions (or portions thereof) of this Article XIII shall remain in
full force and effect, and shall be construed as if such invalid,  prohibited or
unenforceable  provision  had been  stricken  here  from or  otherwise  rendered
inapplicable,  it being the intent of this Corporation and its stockholders that
each such remaining  provision (or portion thereof) of this Article XIII 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.


                                   ARTICLE XIV

                        Approval of Business Combinations
                        ---------------------------------

         A.  Definitions and Related  Matters.  For the purposes of this Article
             --------------------------------
XIV and as otherwise expressly referenced hereto in this Certificate:

                  1.  "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.

                  2. "Announcement date," when used in reference to any business
combination,  means  the date of the first  public  announcement  of the  final,
definitive proposal for that business combination.

                  3.  "Associate," when used to indicate a relationship with any
person,  means (1) any  corporation or  organization  of which that person is an
officer or partner or is, directly or indirectly, the beneficial owner of 10% or
more of any class of voting  stock,  (2) any trust or other estate in which that
person has a substantial  beneficial  interest or as to which that person serves
as trustee or in a similar fiduciary capacity,  or (3) any relative or spouse of
that  person,  or any  relative  of that  spouse,  who has the same home as that
person.

                  4.  "Beneficial  owner,"  when used with respect to any stock,
means a person:

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

                           (2) that,  individually or with or through any of its
affiliates or associates,  has (a) the right to acquire that stock (whether that
right is exercisable immediately or only after the passage

                                        9

<PAGE>

of time),  pursuant to any agreement,  arrangement or understanding  (whether or
not in writing),  or upon the exercise of conversion  rights,  exchange  rights,
warrants or options, or otherwise; provided, however, that a person shall not be
deemed the beneficial  owner of stock tendered  pursuant to a tender or exchange
offer made by that person or any of that person's affiliates or associates until
that  tendered  stock is accepted for purchase or exchange;  or (b) the right to
vote that stock pursuant to any agreement, arrangement or understanding (whether
or not in  writing);  provided,  however,  that a person shall not be deemed the
beneficial  owner  of any  stock  under  this  subparagraph  if  the  agreement,
arrangement  or  understanding  to vote that  stock  (i)  arises  solely  from a
revocable proxy or consent given in response to a proxy or consent  solicitation
made in accordance with the applicable rules and regulations  under the Exchange
Act,  and (ii) is not then  reportable  on a Schedule 13D under the Exchange Act
(or any comparable or successor report); or

                           (3)   that   has  any   agreement,   arrangement   or
understanding  (whether  or not in  writing),  for  the  purpose  of  acquiring,
holding,  voting  (except  voting  pursuant to a  revocable  proxy or consent as
described in subparagraph (b) of paragraph (2) of this subsection), or disposing
of that stock with any other person that beneficially  owns, or whose affiliates
or associates beneficially own, directly or indirectly, that stock.

                  5.  "Business  combination,"  when  used in  reference  to the
Corporation and any interested stockholder of the Corporation, means:

                           (1) any merger or consolidation of the Corporation or
any subsidiary of the Corporation  with (a) that  interested  stockholder or (b)
any other  corporation  (whether or not it is an interested  stockholder  of the
Corporation) which is, or after a merger or consolidation would be, an affiliate
or associate of that interested stockholder;

                           (2) any  sale,  lease,  exchange,  mortgage,  pledge,
transfer or other  disposition (in one transaction or a series of  transactions)
to or with that  interested  stockholder  or any  affiliate or associate of that
interested  stockholder  of assets of the  Corporation  or any subsidiary of the
Corporation  (a) having an  aggregate  market  value equal to 10% or more of the
aggregate market value of all the assets, determined on a consolidated basis, of
the  Corporation,  (b) having an aggregate  market value equal to 10% or more of
the aggregate market value of all the outstanding  stock of the Corporation,  or
(c)  representing  10% or more of the earnings power or income,  determined on a
consolidated basis, of the Corporation;

                           (3) the  issuance or transfer by the  Corporation  or
any  subsidiary  of  the   Corporation  (in  one  transaction  or  a  series  of
transactions)  of  any  stock  of  the  corporation  or  any  subsidiary  of the
Corporation  which  has an  aggregate  market  value  equal to 5% or more of the
aggregate  market value of all the outstanding  stock of the Corporation to that
interested  stockholder  or  any  affiliate  or  associate  of  that  interested
stockholder,  except  pursuant to the exercise of warrants or rights to purchase
stock  offered,  or a dividend  or  distribution  paid or made,  pro rata to all
stockholders of the Corporation;

                           (4) the  adoption  of any  plan or  proposal  for the
liquidation  or  dissolution  of the  Corporation  proposed  by, on behalf of or
pursuant  to any  agreement,  arrangement  or  understanding  (whether or not in
writing) with that interested  stockholder or any affiliate or associate of that
interested stockholder;

                                       10

<PAGE>

                           (5) any  reclassification  of securities  (including,
without  limitation,  any stock split, stock dividend,  or other distribution of
stock in respect of stock, or any reverse stock split), or  recapitalization  of
the  corporation,  or any merger or  consolidation  of the Corporation  with any
subsidiary of the Corporation, or any other transaction (whether or not with, or
into,  or otherwise  involving  that  interested  stockholder),  proposed by, on
behalf of or pursuant to any agreement, arrangement or understanding (whether or
not in writing) with that  interested  stockholder or any affiliate or associate
of that interested stockholder, which has the effect, directly or indirectly, of
increasing the  proportionate  share of the  outstanding  shares of any class or
series of stock or securities  convertible  into voting stock of the Corporation
or any subsidiary of the  Corporation  which is directly or indirectly  owned by
that  interested  stockholder  or any affiliate or associate of that  interested
stockholder,  except as a result of immaterial  changes due to fractional  share
adjustments; or

                           (6) any receipt by that interested stockholder or any
affiliate or associate of that interested  stockholder of the benefit,  directly
or indirectly (except  proportionately as a stockholder of the Corporation),  of
any loans,  advances,  guarantees,  pledges or other financial assistance or any
tax credits or other tax  advantages  provided  by or through  the  Corporation;
provided,  however, that the term "business  combination" shall not be deemed to
include the receipt of any of the foregoing  benefits by the  Corporation or any
of the Corporation's  affiliates arising from transactions (such as intercompany
loans or tax sharing arrangements) between the Corporation and its affiliates in
the ordinary course of business.

                  6. "Common stock" means any stock other than preferred stock.

                  7.   "Consummation   date,"  with   respect  to  any  business
combination, means the date of consummation of that business combination.

                  8. "Control,"  including terms  "controlling"  "controlled by"
and "under common control with," means the  possession,  directly or indirectly,
of the power to direct or cause the direction of the  management and policies of
a person,  whether  through the  ownership  of voting  stock,  by  contract,  or
otherwise. A person's beneficial ownership of 10% or more of the voting power of
the  Corporation's  voting  stock  shall  create a  presumption  that person has
control of the Corporation.  Notwithstanding the foregoing in this subsection, a
person shall not be deemed to have control of a corporation if that person holds
voting  power,  in good  faith and not for the  purpose  of  circumventing  this
section,  as an agent,  bank, broker,  nominee,  custodian or trustee for one or
more beneficial owners who do not individually or as a group have control of the
Corporation.

                  9. "Exchange Act" means the "Securities Exchange Act of 1934,"
(15 U.S.C. ss.78a et seq.) as the same has been or hereafter may be amended from
time to time.

                  10.  "Interested  stockholder,"  when used in reference to the
Corporation,  means any person (other than the  Corporation or any subsidiary of
the Corporation) that:

                           (1) is the beneficial owner, directly  or indirectly,
of 10% or more of the  voting  power  of the  outstanding  voting  stock  of the
Corporation; or

                           (2) is an affiliate  or associate of the  Corporation
and at any time within the  five-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  stock of the Corporation.  For the purpose
of determining  whether a person is an interested  stockholder  pursuant to this
subsection, the number of shares

                                       11

<PAGE>

of voting stock of the Corporation deemed to be outstanding shall include shares
deemed to be beneficially owned by the person through  application of subsection
A.4 of this  Article but shall not include any other  unissued  shares of voting
stock of the  Corporation  which  may be  issuable  pursuant  to any  agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

                           (3) 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.

                  11. "Market  value," when used in reference to property of the
Corporation, means:

                           (1) in the case of stock,  the highest  closing sales
price of the stock during the 30 day period  immediately  preceding  the date in
question,  on the principal United States securities  exchange  registered under
the Exchange Act on which that stock is listed,  or, if that stock is not listed
on any such exchange,  the highest closing bid quotation with respect to a share
of that 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 the  Corporation's  stock  as
determined by the board of directors of the Corporation in good faith; and

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

                  12. "Stock" means:

                           (1) any stock or similar security, any certificate of
interest,  any participation in any profit sharing  agreement,  any voting trust
certificate, or any certificate of deposit for stock; and

                           (2)  any  security   convertible,   with  or  without
consideration,  into stock, or any warrant, call or other option or privilege of
buying stock  without being bound to do so, or any other  security  carrying any
right to acquire, subscribe to or purchase stock.

                  13. "Stock  acquisition  date," with respect to any person and
the  Corporation,  means the date that such person first  becomes an  interested
stockholder of the Corporation.

                  14.   "Subsidiary"   of  the   Corporation   means  any  other
corporation  of which voting stock having a majority of the votes entitled to be
cast is owned, directly or indirectly, by the Corporation.

                  15.  "Voting  stock"  means  shares  of  capital  stock of the
Corporation entitled to vote generally in the election of directors.

B. Approval of Business Combinations.
   ---------------------------------

         The  Corporation  shall not engage in a business  combination  with any
interested  stockholder  for a period of five years  following  that  interested
stockholder's stock acquisition date unless the business

                                       12

<PAGE>

combination  is  approved  by the  board of  directors  prior to the  interested
stockholder's stock acquisition date.

         In  addition,   the  Corporation  shall  not  engage  in  any  business
combination  with any  interested  stockholder  of the  Corporation  at any time
unless one of the following three conditions is met:

         1. the  business  combination  is approved by the board of directors of
the Corporation  prior to that interested  stockholder's  stock acquisition date
and thereafter approved by stockholders in accordance with applicable law.

         2. the business  combination is approved by the affirmative vote of the
holders  of at least  80% of the  voting  stock not  beneficially  owned by that
interested stockholder at a meeting called for such purpose.

         3. the business combination meets all of the following conditions:

                  (1) the aggregate  amount of the cash and the market value, as
of the consummation  date, of  consideration  other than cash to be received per
share by holders of  outstanding  shares of common stock of the  Corporation  in
that business combination is at least equal to the higher of the following:

                           (a)  the  highest  per  share  price  (including  any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by that
interested  stockholder  for any  shares  of common  stock of the same  class or
series acquired by it (i) within the five-year period  immediately  prior to the
announcement date with respect to that business combination,  or (ii) within the
five-year  period  immediately  prior to, or in, the  transaction  in which that
interested  stockholder became an interested  stockholder,  whichever is higher;
plus,  in either case,  interest  compounded  annually from the earliest date on
which that highest per share acquisition price was paid through the consummation
date at the rate for one-year  United States Treasury  obligations  from time to
time in effect;  less the aggregate  amount of any cash dividends  paid, and the
market value of any dividends paid other than in cash, per share of common stock
since that earliest date, up to the amount of that interest; and

                           (b) the market value per share of common stock on the
announcement  date  with  respect  to  that  business  combination  or  on  that
interested  stockholder's  stock  acquisition  date,  whichever is higher;  plus
interest compounded annually from that date through the consummation date at the
rate for  one-year  United  States  Treasury  obligations  from  time to time in
effect;  less the aggregate  amount of any cash  dividends  paid, and the market
value of any dividends  paid other than in cash, per share of common stock since
that date, up to the amount of that interest;

                  (2) the  aggregate  amount of the cash and the market value as
of the  consummation  date of  consideration  other than cash to be received per
share by holders of  outstanding  shares of any class or series of stock,  other
than common stock,  of the  Corporation  is at least equal to the highest of the
following  (whether or not that interested  stockholder has previously  acquired
any shares of that class or series of stock):

                           (a)  the  highest  per  share  price  (including  any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by that
interested  stockholder for any shares of that class or series of stock acquired
by it (i) within the five-year period immediately prior to the announcement date
with respect to that business  combination,  or (ii) within the five-year period
immediately   prior  to,  or  in,  the

                                       13

<PAGE>

transaction  in  which  that   interested   stockholder   became  an  interested
stockholder,  whichever is higher;  plus,  in either case,  interest  compounded
annually from the earliest date on which the highest per share acquisition price
was paid through the  consummation  date at the rate for one-year  United States
Treasury  obligations from time to time in effect;  less the aggregate amount of
any cash  dividends  paid, and the market value of any dividends paid other than
in cash, per share of that class or series of stock since that earliest date, up
to the amount of that interest;

                           (b) the  highest  preferential  amount  per  share to
which the holders of shares of that class or series of stock are entitled in the
event of any liquidation, dissolution or winding up of the Corporation, plus the
aggregate amount of any dividends  declared or due as to which those holders are
entitled  prior to payment of  dividends  on some other class or series of stock
(unless the aggregate amount of those dividends is included in that preferential
amount); and

                           (c) the  market  value  per  share  of that  class or
series  of  stock  on the  announcement  date  with  respect  to  that  business
combination  or  on  that  interested   stockholder's  stock  acquisition  date,
whichever is higher;  plus interest  compounded  annually from that date through
the  consummation   date  at  the  rate  for  one-year  United  States  Treasury
obligations  from time to time in effect;  less the aggregate amount of any cash
dividends  paid,  and the market value of any dividends paid other than in cash,
per share of that class or series of stock since that date,  up to the amount of
that interest;

                  (3)  the   consideration  to  be  received  by  holders  of  a
particular class or series of outstanding  stock (including common stock) of the
Corporation  in that business  combination is in cash or in the same form as the
interested  stockholder has used to acquire the largest number of shares of that
class or series of stock previously acquired by it;

                  (4) the  holders  of all  outstanding  shares  of stock of the
Corporation not beneficially  owned by that interested  stockholder  immediately
prior to the  consummation of that business  combination are entitled to receive
in that business  combination  cash or other  consideration  for those shares in
compliance with paragraphs (1), (2) and (3) of this subsection; and

                  (5) after that interested stockholder's stock acquisition date
and prior to the  consummation  date with respect to that business  combination,
that  interested  stockholder  has  not  become  the  beneficial  owner  of  any
additional shares of stock of the Corporation, except:

                           (a) as part of the transaction which resulted in that
interested stockholder becoming an interested stockholder;

                           (b) by virtue of  proportionate  stock splits,  stock
dividends or other distributions of stock in respect of stock not constituting a
business combination as defined in Section A.5(5) of this Article;

                           (c) through a business combination meeting all of the
conditions of paragraph (3) and this paragraph; or

                           (d)   through  the   purchase   by  that   interested
stockholder  at any price  which,  if that  price had been paid in an  otherwise
permissible business combination, the announcement date and consummation date of
which was the date of that purchase,  would have satisfied the  requirements  of
paragraphs (1), (2) and (3) of this subsection.

                                       14

<PAGE>

                  (6)  Exceptions.  The provisions of this Article XIV shall not
apply  to  any  business  combination  of the  Corporation  with  an  interested
stockholder  of  the   Corporation   which  became  an  interested   stockholder
inadvertently, if such interested stockholder (i) as soon as practicable divests
itself,  himself or herself of a  sufficient  amount of the voting  stock of the
Corporation so that it, he or she no longer is the beneficial owner, directly or
indirectly,  of 10% or more of the voting power of the outstanding  voting stock
of the Corporation or a subsidiary  corporation,  and (ii) would not at any time
within the five-year period preceding the announcement date with respect to that
business   combination  have  been  an  interested   stockholder  but  for  that
inadvertent  acquisition.  Nothing  contained  in  this  Article  XIV  shall  be
construed to relieve any interested  stockholder  from any fiduciary  obligation
imposed by law.


                                   ARTICLE XV

                  Stockholder Approval of Certain Transactions
                  --------------------------------------------

         A.  Stockholder  Vote.  Any  merger,  consolidation,   liquidation,  or
             -----------------
dissolution  of the  Corporation  or any action that would result in the sale or
other  disposition of all or substantially  all of the assets of the Corporation
shall  require the  affirmative  vote of the holders of at least eighty  percent
(80%) of the outstanding shares of capital stock of the Corporation  eligible to
vote at a legal meeting.

         B. Board Approval. The provisions of this Article XV shall not apply to
            --------------
a  particular   transaction  and  such  transaction   shall  require  only  such
stockholder  vote,  if any, as would be required  by  applicable  law, if such a
transaction is approved by the board of directors of the Corporation.


                                   ARTICLE XVI

                       Evaluation of Business Combinations
                       -----------------------------------

         In connection with the exercise of its judgment in determining  what is
in  the  best  interests  of the  Corporation  and  of  the  stockholders,  when
evaluating a business  combination or a tender or exchange  offer,  the board of
directors of the  Corporation  shall, in addition to considering the adequacy of
the amount to be paid in connection with any such  transaction,  consider all of
the following  factors and any other factors  which it deems  relevant:  (i) the
social and economic  effects of entering into the transaction on the Corporation
and its subsidiaries, and its present and future employees, depositors, loan and
other  customers,  creditors and other elements of the  communities in which the
Corporation and its subsidiaries  operate or are located;  (ii) the business and
financial  condition and earnings  prospects of the acquiring  person or entity,
including,  but not  limited  to,  debt  service  and other  existing  financial
obligations,  financial  obligations  to be  incurred  in  connection  with  the
acquisition,  and other likely financial  obligations of the acquiring person or
entity,  and the possible effect of such conditions upon the Corporation and its
subsidiaries  and the other elements of the communities in which the Corporation
and  its  subsidiaries  operate  or  are  located;  and  (iii)  the  competence,
experience,  and  integrity of the  acquiring  person or entity and its or their
management.

                                       15

<PAGE>

                                  ARTICLE XVII

                Elimination of Directors' and Officers' Liability
                -------------------------------------------------

         Directors  and  officers  of the  Corporation  shall  have no  personal
liability to the Corporation or its  stockholders  for damages for breach of any
duty owed to the  Corporation  or its  stockholders,  provided that this Article
XVII shall not relieve a director or officer  from  liability  for any breach of
duty based upon an act or omission (i) in breach of the  director's or officer's
duty of loyalty to the Corporation or its  stockholders,  (ii) not in good faith
or involving a knowing  violation of law, or (iii)  resulting in receipt by such
person of an  improper  personal  benefit.  Any repeal or  modification  of this
Article XVII by the  stockholders of the Corporation  shall not adversely affect
any right or protection of a director or officer of the Corporation hereunder or
otherwise  with respect to any act or omission  occurring  before such repeal or
modification is effective. If the New Jersey Business Corporation Act is amended
to further limit the personal  liability of directors  and  officers,  then such
liability will be limited to the fullest extent permitted under the law.


                                  ARTICLE XVIII

                                 Indemnification
                                 ---------------

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

         B. Advance  Payment.  The  Corporation  may pay in advance any expenses
            ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
Section A of this Article XVIII if the person  receiving the payment  undertakes
in writing to repay the same if it is  ultimately  determined  that he or she is
not entitled to indemnification by the Corporation under New Jersey law.

         C.  Nonexclusive.  The  indemnification  and  advancement  of  expenses
             ------------
provided by Sections A and B of this Article XVIII or otherwise granted pursuant
to New Jersey law shall not be  exclusive  of any other rights to which a person
may be entitled by law, bylaw, agreement, vote of stockholders, or disinterested
directors, or otherwise.

         D. Continuation.  The  indemnification  and advance payment provided by
            ------------
Sections A and B shall continue as to a person who has ceased to hold a position
named in paragraph A of this Article  XVIII and shall inure to his or her heirs,
executors and  administrators.  In addition,  any repeal or modification of this
Article XVIII by the stockholders of the Corporation  shall not adversely affect
any right or protection of a director or officer of the Corporation hereunder or
otherwise  with respect to any act or omission  occurring  before such repeal or
modification is effective.

                                       16

<PAGE>

         E. Insurance.  The  Corporation may purchase and maintain  insurance on
            ---------
behalf of any person who holds or who has held any  position  named in Section A
of this Article XVIII,  against any liability incurred by him or her in any such
position,  or  arising  out of his or her  status  as such,  whether  or not the
Corporation  would have power to  indemnify  him or her against  such  liability
under this Article and New Jersey law.

         F. Savings Clause. If this Article XVIII or any portion hereof shall be
            --------------
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action,  suit, or proceeding,  whether civil,  criminal,  administrative,
arbitrative  or  investigative,  including  an  action by or in the right of the
Corporation  to the full  extent  permitted  by any  applicable  portion of this
Article  XVIII  that  shall not have  been  invalidated  and to the full  extent
permitted by applicable law.


                                   ARTICLE XIX

                               Amendment of Bylaws
                               -------------------

         In  furtherance  and  not in  limitation  of the  powers  conferred  by
statute,  the board of directors of the  Corporation is expressly  authorized to
make,  repeal,  alter, amend and rescind the Bylaws of the Corporation by a vote
of  two-thirds  of the board of  directors  present at a legal  meeting  held in
accordance  with  the  provisions  of  the  Bylaws.  Notwithstanding  any  other
provision  of  this   Certificate  or  the  Bylaws  of  the   Corporation   (and
notwithstanding  the fact that some lesser  percentage may be specified by law),
the Bylaws  shall not be made,  repealed,  altered,  amended or rescinded by the
stockholders  of the  Corporation  except by the vote of the holders of not less
than 80% of the  outstanding  shares  of the  capital  stock of the  Corporation
entitled to vote  generally in the election of  directors  (considered  for this
purpose as one  class)  cast at a meeting  of the  stockholders  called for that
purpose  (provided that notice of such proposed  adoption,  repeal,  alteration,
amendment or rescission is included in the notice of such meeting).


                                   ARTICLE XX

                    Amendment of Certificate of Incorporation
                    -----------------------------------------

         The Corporation  reserves the right to repeal,  alter, amend or rescind
any  provision  contained  in this  Certificate  in the manner now or  hereafter
prescribed by law, and all rights  conferred on stockholders  herein are granted
subject to this reservation.  Notwithstanding the foregoing,  the provisions set
forth in Articles VII, IX, X, XI, XII, XIII, XIV, XV, XVII,  XVIII, XIX and this
Article  XX of  this  Certificate  may  not be  repealed,  altered,  amended  or
rescinded in any respect unless such action is approved by the affirmative  vote
of the holders of not less than 80% of the  outstanding  shares of capital stock
of the  Corporation  entitled to vote  generally  in the  election of  directors
(considered  for  this  purpose  as a single  class)  cast at a  meeting  of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
adoption,  repeal,  alteration,  amendment or rescission is properly included in
the notice of such meeting).

                                       17

</TEXT>
</DOCUMENT>
