RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           YARDVILLE NATIONAL BANCORP
 
 
                  Pursuant to the provisions of Section 14A:9-5, Corporations,
General of the New Jersey Statutes, the undersigned corporation (hereinafter the
"Corporation") hereby executes the following Restated Certificate of
Incorporation:
 
 
                                    ARTICLE I
                                CORPORATION NAME
 
                  The name of the Corporation shall be Yardville National
Bancorp.
 
 
                                   ARTICLE II
                                CORPORATE PURPOSE
 
                  The purpose for which the Corporation is organized is to
engage in any activities for which corporations may be organized under the New
Jersey Business Corporation Act, subject to any restrictions which may be
imposed from time to time by the laws of the United States or the State of New
Jersey with regard to the activities of a bank holding company.
 
 
                                   ARTICLE III
                                  CAPITAL STOCK
 
         A. The total authorized capital stock of the corporation shall be
7,000,000 shares, consisting of 6,000,000 shares of Common Stock and 1,000,000
shares of Preferred Stock which may be issued in one or more classes or series.
The shares of Common Stock shall constitute a single class and shall be without
nominal or par value. The shares of Preferred Stock of each class or series
shall be without nominal or par value, except that the amendment authorizing the
initial issuance of any class or series, adopted by the Board of Directors of
the Corporation (hereinafter, the "Board") as provided herein, may provide that
shares of any class or series shall have a specified par value per share, in
which event all of the shares of such class or series shall have the par value
per share so specified.
 
         B. The Board is expressly authorized from time to time to adopt and to
cause to be executed and filed without further
 
 
<PAGE>
 
 
 
approval of the shareholders amendments to this Restated Certificate of
Incorporation authorizing the issuance of one or more classes or series of
Preferred Stock for such consideration as the Board may fix. In an amendment
authorizing any class or series of Preferred Stock, the Board is expressly
authorized to determine:
 
                  (1) the distinctive designation of the class or series and the
number of shares which will constitute the class or series, which number may be
increased or decreased (but not below the number of shares then outstanding)
from time to time by action of the Board;
 
                  (2) the dividend rate on the shares of the class or series,
whether dividends will be cumulative, and, if so, from what date or dates;
 
                  (3) the price or prices at which, and the terms and conditions
on which, the shares of the class or series may be redeemed at the option of the
Corporation;
 
                  (4) whether or not the shares of the class or series will be
entitled to the benefit of a retirement or sinking fund to be applied to the
purchase or redemption of such shares and, if so entitled, the amount of such
fund and the terms and provisions relating to the operation thereof;
 
                  (5) whether or not the shares of the class or series will be
convertible into, or exchangeable for, any other shares of stock of the
Corporation or other securities, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange, and any adjustments
thereof, at which such conversion or exchange may be made, and any other terms
and conditions of such conversion or exchange;
 
                  (6) the rights of the shares of the class or series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
 
                  (7) whether or not the shares of the class or series will have
priority over, be on parity with, or be junior to the shares of any other class
or series in any respect, whether or not the shares of the class or series will
be entitled to the benefit of limitations restricting the issuance of shares of
any other class or series having priority over or on parity with the shares of
such class or series and whether or not the shares of the class or series are
entitled to restrictions on the payment of dividends on, the making of other
distributions in respect of, and the purchase or redemption of shares of any
other class or
 
 
                                      -2-
<PAGE>
 
 
 
series of Preferred Stock or Common Stock ranking junior to the shares of the
class or series;
 
                  (8) whether the class or series will have voting rights, in
addition to any voting rights provided by law, and if so, the terms of such
voting rights; and
 
                  (9) any other preferences, qualifications, privileges, options
and other relative or special rights and limitations of that class or series.
 
 
                                   ARTICLE IV
                            CURRENT REGISTERED OFFICE
                          AND CURRENT REGISTERED AGENT
 
                  The address of the Corporation's current registered office is
Woodland Falls Corporate Park, 200 Lake Drive East, Suite 206, Cherry Hill, New
Jersey 08002, and the name of its current registered agent at that address is
Stradley, Ronon, Stevens & Young, Attention: Joseph V. Del Raso, Esquire.
 
 
                                    ARTICLE V
                               BOARD OF DIRECTORS
 
 
         A. Number of Directors; Classification.
 
         The number of directors of the Corporation shall be not less than 5 nor
more than 25 persons. The exact number of directors within such minimum and
maximum limitations shall be fixed from time to time by the Board pursuant to a
resolution adopted by a majority of the entire Board. The directors constituting
the Board shall be classified, with respect to the time for which they hold
office, into three classes, as nearly equal in number as possible. At the annual
meeting of shareholders held in 1986, one class will be elected for a term of
two years, and another class will be elected for a term of three years, each
class to hold office until its successors are elected and qualified. At each
annual meeting thereafter the successors of the class of directors whose term
expires in that year shall be elected to hold office for a term of three years
and thereafter until their successors are elected and qualified.
 
         B. Newly Created Directorships and Vacancies.
 
 
                                       -3-
 
<PAGE>
 
 
 
         Newly created directorships resulting from any increase in the number
of directors may be filled by the Board and any vacancies on the Board resulting
from death, resignation, disqualification, retirement, removal or other cause
may be filled by the affirmative vote of a majority of the remaining directors
even though less than a quorum of the Board, or by a sole remaining director.
Any director chosen in accordance with the preceding sentence shall hold office
until the next succeeding annual meeting of shareholders and until his successor
shall have been elected and qualified. No decrease in the number of directors
constituting the Board shall shorten the term of any incumbent director.
 
         C. Removal.
 
         Any director, or the entire Board, may be removed at any time by the
shareholders, with or without cause, but only by the affirmative vote of the
holders of at least 80% of the shares of the Corporation entitled to vote for
the election of directors. The Board may remove any director for cause by a
majority vote of the entire Board.
 
         D. Amendment, Repeal, Etc.
 
         Notwithstanding anything contained in this Restated Certificate of
Incorporation to the contrary, the affirmative vote of at least 80% of the
shares of the Corporation entitled to vote thereon shall be required to amend or
repeal any provision in this Article V. Notwithstanding the foregoing, the
Corporation may issue Preferred Stock, and classes and series thereof, which
grant the holders of such Preferred Stock, or any class of series thereof, the
right to elect (annually or otherwise), and to remove, additional directors in
the event of dividend default or arrearage.
 
         E. Current Directors.
 
         The number of directors constituting the current Board of Directors is
twelve (12).
 
         The name and address of each of the directors is as follows:
 
Jay G. Destribats                       Edward M. Hendrickson    
4 Bernath Drive                         625 Medford Leas         
Trenton, NJ  08610                      Medford, NJ  08055       
                                                                 
Patrick M. Ryan                         Gilbert W. Lugossy       
63 Corona Court                         100 W. Park Avenue       
Old Bridge, NJ  08610                   Trenton, NJ  08610       
                                        
 
                                       -4-
 
<PAGE>
 
 
 
John C. Stewart                         Weldon J. McDaniel, Jr.    
2238 Spruce Street                      2238 Spruce Street         
Trenton, NJ  08638                      Trenton, NJ  08620         
                                                                   
C. West Ayres                           Samuel E. Proctor          
Route 130 & Jones Street                112 Mercer Street          
Burlington, NJ  08016                   Hamilton Square, NJ  08690 
                                                                   
Lorraine Buklad                         William J. Steiner, Jr.    
2141 South Board Street                 107 Brighton Drive         
Hamilton, NJ  08610                     Mercerville, NJ  08619     
                                                                   
Anthony M. Giampetro                    F. Kevin Tylus             
643 North Ithan Avenue                  4 Azalea Way               
Rosemont, PA  19010                     Hamilton Square, NJ  08690 
                                        
 
 
                                   ARTICLE VI
                                 INDEMNIFICATION
 
                  The Corporation shall indemnify its officers, directors,
employees, and agents and formers officers, directors, employees and agents, and
any other person serving at the request of the Corporation as an officer,
director, employee or agent of another corporation, association, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees, judgments, fines, and amounts paid in settlement) incurred in
connection with any pending or threatened action, suit, or proceeding, whether
civil, criminal, administrative or investigative, with respect to which such
officer, director, employee, agent or other person is a party, or is threatened
to be made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provided herein shall not be deemed
exclusive of any other right to which any person seeking indemnification may be
entitled under any by-law, agreement, or vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity, and shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall have
the power to purchase and maintain insurance on behalf of any persons enumerated
above against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the Corporation
could have the power to indemnify him against such liability under the
provisions of this Article VI.
 
 
                                   ARTICLE VII
 
                                       -5-
 
<PAGE>
 
 
 
                      SHAREHOLDER ACTION; SPECIAL MEETINGS
 
         Any action required or permitted to be taken by the shareholders of the
Corporation shall be effected at a duly called annual or special meeting of
shareholders of the Corporation and may not be effected by any consent in
writing by such shareholders unless all the shareholders entitled to vote
thereon consent thereto in writing. Special meetings of shareholders of the
Corporation may be called only by the Board pursuant to a resolution approved by
a majority of the entire Board, or by the Chairman of the Board, the President,
or the Executive Committee of the Board. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at 80% of the shares of the Corporation entitled to vote thereon
shall be required to amend or repeal this Article VII. Notwithstanding the
foregoing, the Corporation may issue Preferred Stock, and classes and series
thereof, which grant the holders of such Preferred Stock the right to call a
special meeting and to act by non-unanimous written consent.
 
                                  ARTICLE VIII
                              BUSINESS COMBINATIONS
 
 
         A. Vote Required for Certain Business Combinations.
 
         In addition to any affirmative vote required by law or this Restated
Certificate of Incorporation and except as otherwise expressly provided in
paragraph B of this Article VIII,
 
                  (1) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested Shareholder (as
hereinafter defined) or (b) any other corporation or other person (whether or
not itself an Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) of an Interested
Shareholder, or
 
                  (2) any plan of exchange for all the outstanding shares of the
Corporation or any Subsidiary or for any class of shares of either with (a) any
Interested Shareholder or (b) any other corporation or other person (whether or
not itself an Interested Shareholder) which is, or after such plan of exchange
would be, an Affiliate of an Interested Shareholder, or
 
                  (3) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions to or with any
Interested Shareholder or Affiliate of any Interested Shareholder of any assets
of the Corporation or any
 
                                                        -6-
 
<PAGE>
 
 
 
Subsidiary having an aggregate Fair Market Value (as hereinafter
defined) of $2,000,000 or more, or
 
                  (4) 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 Shareholder or any Affiliate
of any Interested Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market Value of $2,000,000
or more, or
 
                  (5) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of an Interested
Shareholder or any Affiliate of any Interested Shareholder, or
 
                  (6) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly, 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 Shareholder or any Affiliate of any
Interested Shareholder (any transaction referred to in any one or more of
clauses (1) through (6) of this paragraph is hereinafter referred to as a
"Business Combination"),
 
shall require the affirmative vote of the holders of at least 80% of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (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, by this Restated Certificate of Incorporation or otherwise.
 
 
         B. When Higher Vote is not Required.
 
         The provisions of paragraph A of this Article VIII shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote, if any, as is required by law and any
other provision of this Restated Certificate of Incorporation, if the Business
Combination shall have been approved by a majority of the Continuing Directors
(as hereinafter defined) or all of the following conditions shall have been met:
 
                                       -7-
 
<PAGE>
 
 
 
                  (1) The aggregate 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 Common Stock in such Business
Combination shall be at least equal to the highest of the following:
 
                           (a)  (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder for any shares of Common Stock acquired
by it (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 Shareholder,
whichever is higher;
 
                           (b) the Fair Market Value per share of Common Stock
on the Announcement Date or on the date on which the Interested Shareholder
became an Interested Shareholder (such latter date is referred to in this
Article VIII as the "Determination Date"), whichever is higher; and
 
                           (c)  (if applicable) the price per share equal to
the Fair Market Value per share of Common Stock determined pursuant to paragraph
B(1)(b) above, multiplied by the ratio of (i) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder for any shares of Common Stock acquired
by it within the two-year period immediately prior to the Announcement Date to
(ii) the Fair Market Value per share of Common Stock on the first day in such
two-year period upon which the Interested Shareholder acquired any shares of
Common Stock.
 
                  (2) The consideration to be received by the holders of a
particular class of outstanding Voting Stock (including Common Stock) shall be
in cash or in the same form as the Interested Shareholder has previously paid
for shares of such class of Voting Stock. If the Interested Shareholder has paid
for shares of any class of Voting Stock with varying forms of consideration, the
form of consideration for 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 it.
 
                  (3) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business Combination: (a)
except as approved by a majority of the Continuing 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 Preferred
Stock; (b)
 
                                       -8-
 
<PAGE>
 
 
 
there shall have been (i) no reduction in the annual rate of dividends paid on
the Common Stock (except as necessary to reflect any division of the Common
Stock), except as approved by a majority of the Continuing 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 so to
increase such annual rate is approved by a majority of the Continuing Directors;
and (c) such Interested Shareholder shall have not become the beneficial owner
of any additional shares of Voting Stock except as part of the transaction which
results in such Interested Shareholder becoming an Interested Shareholder.
 
                  (4) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the benefit,
directly or indirectly (except proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided by the Corporation, whether in anticipation of
or in connection with such Business Combination or otherwise.
 
                  (5) 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 public
shareholders 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. Certain Definitions and Interpretations.
 
         For the purpose of this Article VIII:
 
                  (1) "Person" shall mean any individual, firm, corporation or
other entity.
 
                  (2) "Interested Shareholder" shall mean any person (other than
the Corporation or any Subsidiary) who or which
 
                           (a)  is the beneficial owner, directly or
indirectly, of more than 10% of the outstanding Voting Stock, or
 
 
                                       -9-
 
<PAGE>
 
 
 
                           (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
Shareholder, 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. For the purpose of determining
whether a person is an Interested Shareholder, the number of shares of Voting
Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph C(3) of this Article VIII but shall not include any
other shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
 
                  (3) A person shall be deemed the "beneficial owner" of any
Voting Stock (a) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly, or (b) which
such person or any of its Affiliates or Associates 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 or upon the
exercise of conversion rights, exchange rights, warrants or options or otherwise
or (ii) the right to vote pursuant to any agreement, arrangement or
understanding, or (c) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.
 
                  (4) "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12B-2 of the General Rules and
Regulations under the Securities and Exchange Act of 1934, as in effect on April
29, 1986.
 
                  (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 Shareholder set forth in paragraph C(2) of this Article VIII, 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.
 
                                      -10-
 
<PAGE>
 
 
 
                  (6) "Continuing Director" means any member of the Board who
was on the Board on April 29, 1986, and any subsequent member of the Board who
is unaffiliated with the Interested Shareholder and was a member of the Board
prior to the time that the Interested Shareholder became an Interested
Shareholder, and any successor of a Continuing Director who is unaffiliated with
the Interested Shareholder and is recommended to succeed a Continuing Director
by a majority of Continuing Directors then on the Board.
 
                  (7) "Fair Market Value" means (i) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for New York
Stock Exchange-Listed Stock, or if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed, or if such
stock is not listed on any such exchange, the highest closing bid quotation with
respect to a share of such stock during the 30-day period preceding the date in
question on the National Association of Securities Dealers, Inc.'s Automated
Quotation System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined by the Board in good faith and (ii) in the case of property
other than cash or stock, the fair market value of such property on the date in
question as determined by the Board in good faith.
 
                  (8) In the event of any Business Combination in which the
Corporation survives, for purposes of paragraph B(1) and (2) of this Article
VIII the consideration to be received 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.
 
                  (9) The directors of the Corporation shall have the power and
duty to determine for the purposes of this Article VIII, on the basis of
information known to them after reasonable inquiry, (a) whether a person is an
Interested Shareholder, (b) the number of shares of Voting Stock beneficially
owned by any person, (c) whether a person is an Affiliate or Associate of
another and (d) whether the 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 of $2,000,000 or more.
 
         D. No effect on Fiduciary Obligations of Interested Shareholders.
 
                                      -11-
 
<PAGE>
 
 
 
         Nothing contained in this Article VIII shall be construed to relieve
any Interested Shareholder from any fiduciary obligation imposed by law.
 
         E. Amendment, Repeal, Etc.
 
         Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Restated Certificate of
Incorporation or the By-Laws of the Corporation), the affirmative vote of the
holders of 80% or more of the shares of the then outstanding Voting Stock,
voting together as a single class, shall be required to amend or repeal this
Article VIII.
 
 
                                   ARTICLE IX
                LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
 
         A. A director or officer of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for breach of any duty
owed to the Corporation or its shareholders, except that such provision shall
not relieve a director or officer from liability for any breach of duty based
upon an act or omission (i) in breach of such person's duty of loyalty to the
Corporation or its shareholders, (ii) not in good faith or involving a knowing
violation of law, or (iii) resulting in receipt by such person of an improper
personal benefit. If the New Jersey Business Corporation Act is amended after
March 17, 1987, to authorize corporate action further eliminating or limiting
the personal liability of directors or officers, then the liability of a
director and/or officer of the Corporation shall be eliminated or limited to the
fullest extent permitted by the New Jersey Business Corporation Act as so
amended.
 
         B. Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation or otherwise shall not adversely affect any
right or protection of a director or officer of the Corporation existing at the
time of such repeal or modification.
 
 
                                   ARTICLE X
                     CONSIDERATIONS OF NON-ECONOMIC FACTORS
                          IN CONSIDERING A TAKEOVER BID
 
         The Board, when evaluating any offer of another party to (i) purchase
or exchange any securities or property for any outstanding
 
                                      -12-
 
<PAGE>
 
 
equity securities of the Corporation, (ii) merge or consolidate the Corporation
with another corporation, or (iii) purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation (each of the
foregoing, an "Acquisition Proposal") shall, in connection with the exercise of
its judgment in determining what is in the best interests of the Corporation and
its shareholders, give due consideration not only to the price or other
consideration being offered but also to all other relevant factors, including
without limitation the financial and managerial resources and future prospects
of the other party, the possible effects of the Acquisition Proposal on the
business of the Corporation and its subsidiaries and on the employees,
customers, suppliers and creditors of the Corporation and its subsidiaries, and
the effects of the Acquisition Proposal on the communities in which the
Corporation's facilities are located. In so evaluating any Acquisition Proposal,
the Board of Directors shall be deemed to be performing their duly authorized
duties and acting in good faith and in the best interests of the Corporation
within the meaning of the New Jersey Business Corporation Act, as it may be
amended from time to time.
 
                                                 YARDVILLE NATIONAL BANCORP
 
                                                 By:/s/ Patrick M. Ryan
                                                    ----------------------
                                                    Name:  Patrick M. Ryan
                                                    Title: President/CEO