CERTIFICATE OF INCORPORATION
                                       OF
                          FIRST PLACE FINANCIAL CORP.
 
 
     FIRST:  The name of the Corporation is First Place Financial Corp.
(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:
 
         A.  The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is thirty-six million
     (36,000,000) consisting of:
 
             1.  Three million (3,000,000) shares of Preferred Stock, par value
                 one cent ($.01) per share (the "Preferred Stock"); and
 
             2.  Thirty-three million (33,000,000) 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 (including, without limitation, voting
     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 
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                 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 beneficially owned by such person 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
 
                                       2
<PAGE>
 
                          this Corporation to effect any transaction which is
                          described in any one or more of clauses 1 through 5 of
                          Section A of Article EIGHTH of this Certificate of
                          Incorporation ("Article 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 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
 
                                       3
<PAGE>
 
                     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 if such other group
                     was 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 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 
 
                                       4
<PAGE>
 
                 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
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 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).
 
                                       5
<PAGE>
 
         E.  Where a separate vote by holders of a class or classes of stock
     is required, a majority of the shares of such class or classes present in
     person or by proxy (after giving effect to the provisions of Article
     FOURTH) shall constitute a quorum entitled to take action with respect to
     that vote on that matter.
 
     SIXTH:
 
         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 except that in the absence of such designation
     shall be eight.  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 subsection C of Article FOURTH of this
     Certificate of Incorporation ("Article FOURTH")), voting together as a
     single class.
 
                                       6
<PAGE>
 
     SEVENTH:  The Board of Directors is expressly empowered to adopt, amend or
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 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 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, to any Interested Stockholder or any Affiliate of
                 any Interested Stockholder in exchange for cash, securities or
                 other property (or a combination thereof) 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
 
                                       7
<PAGE>
 
             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 generally in the election of Directors (after giving
     effect to the provisions of Article FOURTH) (the "Voting Stock"), 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 such vote (if any) as is otherwise required
     by law or 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:
 
                                       8
<PAGE>
 
                     (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; or
 
                     (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; or
 
                     (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; or
 
                     (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 cash or 
 
                                       9
<PAGE>
 
                     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.
 
                 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
                                       10
<PAGE>
 
                     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 if such other group was 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 
 
                                       12
<PAGE>
 
                 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.
 
             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 this 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 
 
                                       13
<PAGE>
 
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 its corporate objective as a savings and loan holding company under
applicable laws and regulations; and on the ability of its subsidiary savings
institution to fulfill the objectives of a stock form savings institution 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 against the Corporation (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 and "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
 
                                       14
<PAGE>
 
     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 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 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 
 
                                       15
<PAGE>
 
     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 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,
Sections C or D of Article FIFTH, Article SIXTH, Article SEVENTH, Article EIGHTH
or Article TENTH.
 
     THIRTEENTH: The name and mailing address of the sole incorporator are as
follows:
 
<TABLE> 
<CAPTION> 
            Name                    Mailing Address
            ----                    ---------------
         <S>                  <C>
         Michael Tumas        Potter Anderson & Corroon LLP
                              PO Box 951
                              Wilmington, Delaware 19899
</TABLE> 
 
                                       16
<PAGE>
 
         I, THE UNDERSIGNED, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation and do certify that the facts herein stated
are true, and accordingly, have hereto set my hand this 21st day of August,
1998.
 
 
                                    /s/  Michael Tumas
                                    ------------------------------------
                                    Incorporator