CERTIFICATE OF INCORPORATION
 
                                       OF
 
                       PROVIDENT FINANCIAL SERVICES, INC.
 
     FIRST:    The name of the Corporation is Provident Financial Services, Inc.
(hereinafter 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 Delaware.
 
     FOURTH:
 
     A.   The total number of shares of all classes of stock which the
Corporation shall have authority to issue is two hundred fifty million
(250,000,000) consisting of:
 
          1.   Fifty million (50,000,000) shares of Preferred Stock, par value
     one cent ($.01) per share (the "Preferred Stock"); and
 
          2.   Two hundred million (200,000,000) shares of Common Stock, par
     value one cent ($.01) per share (the "Common Stock").
 
     B.   The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the
State of Delaware (such certificate being hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the terms of any Preferred Stock Designation.
 
     C.   1.   Notwithstanding any other provision of this Certificate of
Incorporation or the bylaws of the Corporation, 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
 
<PAGE>
 
to the total number of votes which a single record owner of all Common Stock
owned by such person would be entitled to cast subject to this Section C 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 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 (or any successor rule or
                    statutory provision), or, if said Rule 13d-3 shall be
                    rescinded and there shall be no successor rule or statutory
                    provision thereto, pursuant to said Rule 13d-3 as in effect
                    on the date of filing of this Certificate of Incorporation;
                    provided, however, that a person shall, in any event, also
                    be deemed the "beneficial owner" of any Common Stock:
 
                    (1)  which such person or any of its Affiliates beneficially
                         owns, directly or indirectly; or
 
                    (2)  which such person or any of its Affiliates has (i) the
                         right to acquire (whether such right is exercisable
                         immediately or only after the passage of time),
                         pursuant to any agreement, arrangement or understanding
                         (but shall not be deemed to be the beneficial owner of
                         any voting shares solely by reason of an agreement,
                         contract, or other arrangement with this Corporation to
                         effect any transaction which is described in any one or
                         more clauses of Section A of 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
 
                                        2
 
<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 another such
                    Director or Officer (or any Affiliate thereof), and (2)
                    neither any employee stock ownership plan 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 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
                    pursuant to any agreement, or upon the exercise of
                    conversion rights, warrants or options, or otherwise.
 
               (c)  A "person" shall mean any individual, firm, corporation, or
                    other entity.
 
          3.        The Board of Directors shall have the power to construe and
apply the provisions of this Section C of Article FOURTH 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 this section to the given facts, or (v) any other matter relating to the
applicability or effect of this Section C of Article FOURTH.
 
          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 C of
Article FOURTH as may reasonably be requested of such person.
 
          5.        Except as otherwise provided by law or expressly provided in
this Section C of Article FOURTH, the presence, in person or by proxy, of
holders of a majority of the shares of capital stock of the Corporation entitled
to vote at the meeting (after giving effect, if required,
 
                                        3
 
<PAGE>
 
to the provisions of this Section C of Article FOURTH ) shall constitute a
quorum at all meetings of the stockholders (unless or except to the extent that
the presence of a larger number may be required by law), and every reference in
this Certificate of Incorporation to a majority or other proportion of capital
stock (or the holders thereof) for purposes of determining any quorum
requirement or any requirement for stockholder consent or approval shall be
deemed to refer to such majority or other proportion of the votes (or the
holders thereof) then entitled to be cast in respect of such capital stock
(after giving effect, if required, to the provisions of this Section C of
Article FOURTH).
 
          6.        Any constructions, applications, or determinations made by
the Board of Directors pursuant to this Section C of Article FOURTH 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 of Article FOURTH shall be found to be invalid, prohibited or
unenforceable for any reason, the remaining provisions (or portions thereof) of
this Section C of Article FOURTH 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 such remaining provision (or
portion thereof) of this section 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. Stockholders shall not be
     permitted to cumulate their votes for the election of Directors.
 
             C.     Subject to the rights of any class or series of Preferred
     Stock of the Corporation, 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 (i) by the Board of Directors pursuant to a resolution adopted by a
     majority of 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) (the
     "Whole Board") or (ii) as otherwise provided in the Bylaws.
 
                                        4
 
<PAGE>
 
     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. The Directors shall be divided into three classes, 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. 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.
 
     B.   Subject to the rights of the holders of any series of Preferred Stock
then outstanding, 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 the holders of any series of Preferred Stock
then outstanding, any Director, or the entire Board of Directors, may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of at least 80 percent of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of Directors (after giving effect to the provisions of
Article FOURTH of this Certificate of Incorporation ("Article FOURTH")), voting
together as a single class.
 
     SEVENTH:    The Board of Directors is expressly empowered to adopt, amend
or repeal the 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 the 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 the 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.
 
                                        5
 
<PAGE>
 
     EIGHTH:
 
     A.   In addition to any affirmative vote required by law or this
Certificate of Incorporation, and except as otherwise expressly provided in this
section:
 
          1.   any merger or consolidation of the Corporation or any Subsidiary
     (as hereinafter defined) with (i) any Interested Stockholder (as
     hereinafter defined) or (ii) any other corporation (whether or not itself
     an Interested Stockholder) which is, or after such merger or consolidation
     would be, an Affiliate (as hereinafter defined) of an Interested
     Stockholder; or
 
          2.   any sale, lease, exchange, mortgage, pledge, transfer or other
     disposition (in one transaction or a series of transactions) to or with any
     Interested Stockholder, or any Affiliate of any Interested Stockholder, of
     any assets of the Corporation or any Subsidiary having an aggregate Fair
     Market Value (as hereinafter defined) equaling or exceeding 25% or more of
     the combined assets of the Corporation and its Subsidiaries; or
 
          3.   the issuance or transfer by the Corporation or any Subsidiary (in
     one transaction or a series of transactions) of any securities of the
     Corporation or any Subsidiary to any Interested Stockholder or any
     Affiliate of any Interested Stockholder in exchange for cash, securities or
     other property (or a combination thereof) having an aggregate Fair Market
     Value (as hereinafter defined) equaling or exceeding 25% of the combined
     Fair Market Value of the then-outstanding common stock of the Corporation
     and its Subsidiaries, except 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 an Interested Stockholder; or
 
          5.   any reclassification or combination of securities, 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 proportional
     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 an Interested Stockholder or any Affiliate of an
     Interested Stockholder;
 
shall require the affirmative vote of the holders of at least 80% of the voting
power of the then-outstanding shares of stock of the Corporation entitled to
vote in the election of Directors (the "Voting Stock") (after giving effect to
the provision of Article FOURTH), voting together as a single class. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or by any other
provisions of this Certificate of Incorporation or any Preferred Stock
Designation or in any agreement with any national securities exchange or
otherwise.
 
                                        6
 
<PAGE>
 
     The term "Business Combination" as used in this Article EIGHTH shall mean
any transaction which is referred to in any one or more of paragraphs 1 through
5 of Section A of this Article EIGHTH.
 
     B.   The provisions of Section A of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only the affirmative vote of the majority of the outstanding
shares of capital stock entitled to vote (after giving effect, if required, to
the provisions of Section C of Article FOURTH), or such vote as is required by
law or by this Certificate of Incorporation, if, in the case of any Business
Combination that does not involve any cash or other consideration being received
by the stockholders of the Corporation solely in their capacity as stockholders
of the Corporation, the condition specified in the following paragraph 1 is met
or, in the case of any other Business Combination, all of the conditions
specified in either of the following paragraphs 1 or 2 are met:
 
          1.   The Business Combination shall have been approved by two-thirds
     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:
 
               (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.
 
               (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
 
                                        7
 
<PAGE>
 
               Stockholder has previously acquired any shares of a particular
               class of Voting Stock):
 
               (1)  (if applicable) the Highest Per Share Price (as hereinafter
                    defined), including any brokerage commissions, transfer
                    taxes and soliciting dealers' fees, paid by the Interested
                    Stockholder for any shares of such class of Voting Stock
                    acquired by it (i) within the two-year period immediately
                    prior to the Announcement Date, or (ii) in the transaction
                    in which it became an Interested Stockholder, whichever is
                    higher;
 
               (2)  (if applicable) the highest preferential amount per share to
                    which the holders of shares of such class of Voting Stock
                    are entitled in the event of any voluntary or involuntary
                    liquidation, dissolution or winding up of the Corporation;
                    and
 
               (3)  the Fair Market Value per share of such class of Voting
                    Stock on the Announcement Date or on the Determination Date,
                    whichever is higher.
 
           (c) The consideration to be received by holders of a particular
               class of outstanding Voting Stock (including Common Stock) shall
               be in cash or in the same form as the Interested Stockholder has
               paid for shares of such class of Voting Stock. If the Interested
               Stockholder has previously 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, 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)
 
                                        8
 
<PAGE>
 
               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 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 and the rules and regulations
               thereunder (or any subsequent provisions replacing such Act,
               rules or regulations) 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 group acting in
     concert, a corporation, a partnership, an association, a joint venture, a
     pool, a joint stock company, a trust, an unincorporated organization or
     similar company, a syndicate or any other group formed for the purpose of
     acquiring, holding or disposing of securities.
 
          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 an
          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.
 
                                        9
 
<PAGE>
 
          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.
 
          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, 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, Fair Market Value shall be the highest sales price reported during
     the 30-day period preceding the date in question, or, if no such quotations
     are available, the Fair Market Value on the date in question of a share of
     such stock as determined by the Board of Directors in good faith, in each
     case with respect to any class of stock, appropriately adjusted for any
     dividend or distribution in shares of such stock or any stock split or
     reclassification of outstanding shares of such stock into a greater number
     of shares of such stock or any combination or reclassification of
     outstanding shares of such stock into a smaller number of shares of such
     stock, and (b) in the case of property other than cash or stock, the Fair
     Market Value of such property on the date in question as determined by the
     Board of Directors in good faith.
 
          8.   Reference to "Highest Per Share Price" shall in each case with
     respect to any class of stock reflect an appropriate adjustment for any
     dividend or distribution in shares of such stock or any stock split or
     reclassification of outstanding shares of such stock into a greater number
     of shares of such 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
 
                                       10
 
<PAGE>
 
     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 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 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, 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, 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); the communities in which the
Corporation and its Subsidiaries operate or are located; the ability of the
Corporation to fulfill its corporate objectives as a savings or bank holding
company; and the ability of its subsidiary bank to fulfill its corporate
objectives 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
 
                                       11
 
<PAGE>
 
an "indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director, Officer, employee or agent or in any other
capacity while serving as a Director, Officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section C hereof with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation.
 
     B.   The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director of Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
 
     C.   If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter 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 expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law,
 
                                       12
 
<PAGE>
 
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
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
 
     F.   The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
 
     ELEVENTH:   A Director of this Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct 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
 
                                       13
 
<PAGE>
 
any vote of the holders of any class or series of the stock of the 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:
 
    Name                                         Mailing Address
    ----                                         ---------------
    John J. Gorman                               5335 Wisconsin Avenue, N.W.
                                                 Suite 400
                                                 Washington, D.C.  20015
 
                                       14
 
<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, do certify that the facts herein stated are
true, and accordingly, have hereto set my hand this 13th day of August, 2002.
 
                                                     /s/ John J. Gorman
                                                     ------------------
                                                     John J. Gorman

                                                     Incorporator