CF

EXHIBIT 3.1

SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
CHARTER ONE FINANCIAL, INC.


CHARTER ONE FINANCIAL, INC. (the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware,
hereby certifies as follows:

1. The name of the Corporation is CHARTER ONE FINANCIAL, INC. The date
of filing of its original Certificate of Incorporation with the Secretary of
State was July 21, 1987. The date of filing of its first Restated Certificate of
Incorporation with the Secretary of State was October 1, 1987.

2. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended to read as herein set forth in full:

FIRST: Corporate Title. The name of the Corporation is Charter
One Financial, Inc. (the "Corporation").

SECOND: Registered Office. The address of the Corporation's
registered office in the State of Delaware is Corporation Trust Center,
No. 1209 Orange Street, City of Wilmington, County of New Castle. The
name of its registered agent at that address is The Corporation Trust
Company.

THIRD: Purpose. The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law").

FOURTH: A. Authorized Shares. The total number of shares of
all classes of stock which the Corporation shall have authority to
issue is two hundred million (200,000,000), of which one hundred eighty
million (180,000,000) shall be common stock, par value $.01 per share,
and twenty million (20,000,000) shall be preferred stock, par value
$.01 per share. 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 a majority of the stock of
the Corporation entitled to vote generally in the election of directors
without a vote of holders of preferred stock as a class, except to the
extent that any such vote may be required by any resolution providing
for the issuance of series of preferred stock.

B. Common Stock. Except as provided in this Article FOURTH (or
in any resolution adopted by the Board of Directors pursuant hereto),
the holders of the common stock shall exclusively possess all voting
power. Except as provided in Article FIFTH and Article SIXTH, each
holder of shares of common stock shall be entitled to one vote for each
share held by such holder on all matters submitted to a vote of the
common stockholders, including the election of directors. There shall
be no cumulative voting rights in the election of directors.

C. Preferred Stock. The shares of preferred stock may be
issued from time to time in one or more series. The Board of Directors
is hereby expressly authorized to fix and determine by resolution or
resolutions adopted by a majority of the Board, including a majority of
the Continuing Directors, the number of shares of each series of
preferred stock and the designation thereof; any voting and other
powers, preferences, and relative, participating, optional or other
special rights, including the number of votes, if any, per share, and
such qualifications, limitations or restrictions on any such powers,
preferences and rights as shall be stated in the resolution or
resolutions providing for the issue of the series. The authority of the
Board of Directors with respect to each series of preferred stock
shall, without limitation, include the determination, in accordance
with the Delaware Corporation Law and to the full extent permitted
thereby, of all aspects of any dividend rights, dividend rates,
conversion rights and terms, voting rights including the number of
votes, if any, per share under various conditions, redemption rights
and terms including any sinking fund provisions, redemption price(s)
and terms, and rights in the event of liquidation, dissolution or
distribution of assets. Subject to any limitations or restrictions
stated in the resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting a series, the Board
of Directors may by resolution or resolutions likewise adopted by a
majority of the Board, including a majority of the Continuing
Directors, increase or decrease (but not below the number of shares of
the series then outstanding) the number of shares of the series
subsequent to the issue of shares of that series; and in case the
number of shares of any series shall be so decreased, the shares
constituting the decrease shall resume that status which they had prior
to the adoption of the resolution originally fixing the number of
shares.

FIFTH: A. Certain Definitions. For purposes of this
Certificate of Incorporation:

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(i) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms under Rule 12b-2 of
the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as in
effect on the date of the original filing of this Certificate
of Incorporation; provided, however, that the Continuing
Directors of the Corporation, the officers and employees of
the Corporation and its Subsidiaries, the directors of
Subsidiaries of the Corporation, the Corporation and its
Subsidiaries, the employee benefit plans of the Corporation
and its Subsidiaries, entities organized or established by the
Corporation or any Subsidiary thereof pursuant to the terms of
such plans, and trustees and fiduciaries with respect to such
plans acting in such capacity shall not be deemed to be
Affiliates or Associates of each other solely by virtue of
their being directors, officers, employees or Beneficial
Owners of securities of the Corporation or any Subsidiary
thereof or by virtue of such Continuing Directors of the
Corporation, such officers and employees of the Corporation
and its Subsidiaries and such directors of Subsidiaries of the
Corporation being fiduciaries or beneficiaries of an employee
benefit plan of the Corporation or a Subsidiary of the
Corporation.

(ii) A Person shall be considered the "Beneficial
Owner" of any security (whether or not owned of record):

(a) with respect to which such Person or any
Affiliate or Associate of such Person directly or indirectly
has or shares (i) voting power, including the power to vote or
to direct the voting of such securities and/or (ii) investment
power, including the power to dispose of or to direct the
disposition of such security;

(b) which such Person or any Affiliate or
Associate of such Person has (i) the right or obligation to
acquire (whether such right or obligation is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in
writing) or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, and/or (ii) the
right to vote pursuant to any agreement, arrangement or
understanding (whether or not in writing and whether or not
such right is exercisable immediately or only after the
passage of time); or

(c) which is Beneficially Owned within the
meaning of (a) or (b) of this paragraph by any other

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Person with which such first-mentioned Person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing), with respect to (x)
acquiring, holding, voting or disposing of such security or
any security convertible into or exchangeable or exercisable
for such security, or (y) acquiring, holding or disposing of
all or substantially all of the assets or businesses of the
Corporation or a Subsidiary of the Corporation.

For the purpose only of determining whether a Person is the
Beneficial Owner of a percentage specified in this Certificate
of Incorporation of the outstanding shares of a class of
security, such shares shall be deemed to include any shares of
such class of security which may be issuable pursuant to any
agreement, arrangement or understanding or upon the exercise
of conversion rights, exchange rights, warrants, options or
otherwise and which are deemed to be Beneficially Owned by
such Person pursuant to the foregoing provisions of this
paragraph.

(iii) "Beneficially Owned" or "Beneficial Ownership"
with reference to any security shall mean any security as to
which a Person is the Beneficial Owner.

(iv) "Continuing Director" shall mean any member of
the Board of Directors of the Corporation who is not a Related
Person or an Affiliate or Associate of a Related Person and
who was a member of the Board of Directors prior to the first
time that a Person became a Related Person, and any successor
to a director if such successor is designated (before his or
her initial election as a director) as a Continuing Director
by a majority of Continuing Directors who are then members of
the Board of Directors. If the total number of Continuing
Directors, as defined in the preceding sentence, constitutes
less than one-third (1/3) of the members of the Board of
Directors then in office, "Continuing Director" shall mean any
member of the Board of Directors.

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(v) "Person" means any individual, corporation,
partnership, bank, association, joint stock company, trust,
syndicate, unincorporated organization or similar company, or
a group of "persons" acting or agreeing to act together for
the purpose of acquiring, holding, voting or disposing of
securities of the Corporation, including any group of
"persons" seeking to combine or pool their voting or other
interests in the securities of the Corporation for a common
purpose, pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written
or otherwise. Notwithstanding the foregoing, no one or more
Continuing Directors shall be deemed to be a group of persons
acting or agreeing to act together for the purpose of voting
securities of the Corporation by virtue of proxies granted to
them by a stockholder of the Corporation. In addition, the
Continuing Directors of the Corporation, the officers and
employees of the Corporation and its Subsidiaries, the
directors of Subsidiaries of the Corporation, the employee
benefit plans of the Corporation and its Subsidiaries,
entities organized or established by the Corporation or any
Subsidiary thereof pursuant to the terms of such plans, and
trustees and fiduciaries with respect to such plans acting in
such capacities shall not be deemed to be a group with respect
to their Beneficial Ownership of Voting Stock of the
Corporation solely by virtue of their being such directors,
officers or employees of the Corporation and its Subsidiaries
or by virtue of such Continuing Directors of the Corporation,
such officers and employees of the Corporation and its
Subsidiaries and such directors of Subsidiaries of the
Corporation being fiduciaries or beneficiaries of any employee
benefit plan of the Corporation or a Subsidiary of the
Corporation.

(vi) "Related Person" shall mean any Person (other
than the Corporation, Subsidiaries of the Corporation,
pension, profit sharing, employee stock ownership or other
employee benefit plans of the Corporation and its
Subsidiaries, entities organized or established by the
Corporation or any Subsidiary of the Corporation pursuant to
the terms of such plans and trustees of or fiduciaries with
respect to such plans acting in such capacity) that purports,
or is deemed, to be the Beneficial Owner of twenty percent
(20%) (but for purposes of Article TENTH such percentage shall
be ten percent (10%)) or more of the issued and outstanding
shares of Voting Stock of the Corporation without giving
effect to the provisions of paragraph A of this Article SIXTH.
Notwithstanding the foregoing, except as used in Article
TENTH, the term "Related Person" shall not include any Person
acquiring

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Beneficial Ownership of shares of Voting Stock of the
Corporation in excess of twenty percent (20%) of the issued
and outstanding shares of Voting Stock of the Corporation if
(i) the acquisition of Beneficial Ownership of such shares in
excess of twenty percent (20%) of the issued and outstanding
shares of Voting Stock of the Corporation was approved in
advance by a majority of the Continuing Directors, or (ii)
Beneficial Ownership of such excess shares was acquired at any
time directly from the Corporation or a Subsidiary of the
Corporation pursuant to an agreement with the Corporation or a
Subsidiary of the Corporation.

(vii) "Savings Bank" means Charter One Bank, F.S.B.,
Cleveland, Ohio.

(viii) "Subsidiary" means any Person a majority of
the Voting Stock (after giving effect to any securities
convertible into or exchangeable or exercisable for any Voting
Stock) of which is owned by the Corporation or by one or more
Subsidiaries of the Corporation.

(ix) "Voting Stock" of any entity means the then
outstanding shares of the entity entitled to vote generally in
the election of directors, partners or trustees.

B. Determinations by the Continuing Directors. A majority of
the Continuing Directors shall have the power to make all
determinations, which shall be conclusive and binding, with respect to
this Article FIFTH, including, without limitation, (i) the amount of
securities Beneficially Owned by any Person, (ii) whether a Person is
an Affiliate or Associate 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
Article FIFTH to the given facts, or (v) any other matter relating to
the applicability or effect of this Article FIFTH. The Corporation may,
by bylaw or by resolution approved by the affirmative vote of a
majority of the Continuing Directors, adopt such provisions or
resolutions as are necessary to provide for the enforcement of this
Article FIFTH which shall be final and conclusive. Any construction,
application, or determination made by the Continuing Directors in good
faith pursuant to this Article FIFTH shall be conclusive and binding
upon the Corporation and its stockholders, including any Related
Person. Nothing contained in this Article FIFTH shall be construed to
relieve any Related Person from any fiduciary obligation imposed by
law.

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SIXTH: A. Restrictions on Voting Rights. If at anytime there
exists a Related Person, the record holders of Voting Stock of the
Corporation Beneficially Owned by such Related Person shall have only
the voting rights set forth in this Article SIXTH on any matter
requiring their vote or consent. With respect to each vote in excess of
twenty percent (20%) of the voting power of the outstanding shares of
Voting Stock of the Corporation which such record holders would
otherwise be entitled to cast without giving effect to this Article
SIXTH, the record holders in the aggregate shall be entitled to cast
only one hundredth (1/100) of a vote and the aggregate voting power of
such record holders, so limited, for all shares of Voting Stock of the
Corporation Beneficially Owned by the Related Person shall be allocated
proportionately among such record holders. For each such record holder,
this allocation shall be accomplished by multiplying the aggregate
voting power, as so limited, of the outstanding shares of Voting Stock
of the Corporation Beneficially Owned by the Related Person by a
fraction whose numerator is the number of votes represented by the
shares of Voting Stock of the Corporation owned of record by such
record holder (and which are Beneficially Owned by the Related Person)
and whose denominator is the total number of votes represented by the
shares of Voting Stock of the Corporation Beneficially Owned by the
Related Person. A Person who is a record owner of shares of Voting
Stock of the Corporation that are Beneficially Owned simultaneously by
more than one person shall have, with respect to such shares, the right
to cast the least number of votes that such Person would be entitled to
cast under this Article SIXTH by virtue of such shares being so
Beneficially Owned by any of such Persons.

B. Exclusion for Employee Benefit Plans, Directors, Officers,
Employees and Certain Proxies. The restriction contained in this
Article SIXTH shall not apply to (i) any underwriter or member of an
underwriting or selling group involving a public sale or resale of
securities of the Corporation or a Subsidiary thereof; provided,
however, that upon completion of the sale or resale of such securities,
no such underwriter or member of such selling group is a Related
Person, or (ii) any proxy granted to one or more Continuing Directors
by a stockholder of the Corporation. In addition, the Continuing
Directors of the Corporation, the officers and employees of the
Corporation and its Subsidiaries, the directors of Subsidiaries of the
Corporation, the employee benefit plans of the Corporation and its
Subsidiaries, entities organized or established by the Corporation or
any Subsidiary thereof pursuant to the terms of such plans and trustees
and fiduciaries with respect to such plans acting in such capacity
shall not be deemed to be a group with respect

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to their Beneficial Ownership of Voting Stock of the Corporation solely
by virtue of their being directors, officers or employees of the
Corporation or a Subsidiary thereof or by virtue of the Continuing
Directors of the Corporation, the officers and employees of the
Corporation and its Subsidiaries and the directors of Subsidiaries of
the Corporation being fiduciaries or beneficiaries of an employee
benefit plan of the Corporation or a Subsidiary of the Corporation.
Notwithstanding the foregoing, no director, officer or employee of the
Corporation or any of its Subsidiaries or group of any of them shall be
exempt from the provisions of this Article SIXTH should any such Person
or group become a Related Person.

C. Determinations by the Continuing Directors. A
majority of the Continuing Directors shall have the power to make all
determinations, which shall be conclusive and binding, with respect to
this Article SIXTH, including, without limitation, (i) the amount of
securities Beneficially Owned by any Person, (ii) whether a Person is
an Affiliate or Associate 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 provisions of this
Article SIXTH to the given facts, or (v) any other matter relating to
the applicability or effect of this Article SIXTH. The Corporation may,
by bylaw or by resolution approved by the affirmative vote of a
majority of the Continuing Directors, adopt such provisions or
resolutions as are necessary to provide for the enforcement of this
Article SIXTH which shall be final and conclusive. Any construction,
application, or determination made by the Continuing Directors in good
faith pursuant to this Article SIXTH shall be conclusive and binding
upon the Corporation and its stockholders, including any Related
Person. Nothing contained in this Article SIXTH shall be construed to
relieve any Related Person from any fiduciary obligation imposed by
law.

D. Right of Continuing Directors to Demand Certain Information
From Related Person. A majority of the Continuing Directors shall have
the right to demand that any Person who after reasonable inquiry is
believed to be a Related Person or a holder of record of shares of
Voting Stock of the Corporation or securities convertible into, or
exchangeable or exercisable for, Voting Stock of the Corporation which
is believed to be Beneficially Owned by a Related Person, furnish the
Corporation with accurate and complete information as to (i) the record
owner(s) of all shares or securities Beneficially Owned by such Person
who is so believed to be a Related Person, (ii) the number of, and
class or series of,


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shares or securities Beneficially Owned by such Person who is so
believed to be a Related Person and held of record by each such record
owner and the number(s) of the stock certificate(s) or instrument(s)
evidencing such shares or securities, and (iii) any other factual
matter relating to the applicability or effect of this Article SIXTH,
as may reasonably be requested of such Person, and such Person shall
furnish such information within ten days after the receipt of such
demand.

E. Quorum. Except as otherwise provided by law or expressly
provided in this Certificate of Incorporation, 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 applicable, to the provisions of Article
FIFTH and this Article SIXTH) entitled to be cast by the holders of
shares of capital stock of the Corporation entitled to vote shall
constitute a quorum at all meetings of the stockholders, and every
reference in this Certificate 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.

SEVENTH: A. Board of Directors. The business and affairs of
the Corporation shall be under the direction of a board of directors
(the "Board of Directors"), except as provided in this Certificate of
Incorporation or in the Bylaws as in effect at the time of the
consummation of the conversion of the Savings Bank to a capital stock
savings bank and the Savings Bank concurrently becoming a subsidiary of
the Corporation. The authorized number of directors shall consist of
not less than seven directors nor more than 16 directors. The exact
number of directors shall be fixed from time to time pursuant to a
resolution adopted by the affirmative vote of a majority of the
Continuing Directors, in the manner provided by the Bylaws of the
Corporation.

B. Election of Directors. The directors of the Corporation
shall be divided into three classes: the first class, the second class
and the third class. Each director shall serve for a term ending on the
third annual meeting following the annual meeting at which such
director was elected; provided, however, that the directors first
elected to the first class shall serve for a term ending upon the
election of directors at the first annual meeting next following the
end of the fiscal year 1987, and the directors first elected to the
second class shall serve for a term

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ending upon the election of directors at the second annual meeting next
following the end of the fiscal year 1988, and the directors first
elected to the third class shall serve for a term ending upon the
election of the directors at the third annual meeting next following
the end of the fiscal year 1989. At each annual election, commencing at
the first annual meeting of stockholders, the successors to the class
of directors whose term expires at that time shall be elected by the
stockholders to hold office for a term of three years to succeed those
directors whose term expires, so that the term of one class of
directors shall expire each year. In the event of any change in the
authorized number of directors, each director then continuing to serve
as such shall nevertheless continue as director of the class of which
he is a member until the expiration of his current term, or his prior
resignation, disqualification, disability or removal.

C. Newly Created Directorships and Vacancies. Any vacancies on
the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office, an increase in the number of
authorized directors or other cause shall be filled only by the
affirmative vote of a majority of the Board of Directors, including a
majority of the Continuing Directors, although less than a quorum, or
by the sole remaining director, or, in the event of the failure of the
Board of Directors, or the Continuing Directors or sole remaining
director so to act, or if the Continuing Directors so determine, by the
stockholders at the next election of directors; provided, however, that
if the holders of any class or classes of stock or series thereof of
the Corporation, voting separately, are entitled to elect one or more
directors, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of the directors elected
by such class or classes or series thereof then in office, or by a sole
remaining director so elected. Directors so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the
term of the class to which they have been elected expires. Any increase
or decrease in the number of authorized directors may be allocated to
any such class as the majority of the Continuing Directors selects in
its discretion. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

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D. Removal. A director may be removed only for cause as
determined by the affirmative vote of the holders of at least a
majority of the shares entitled to vote generally in the election of
directors, which vote may only be taken at the annual meeting or at a
meeting of stockholders called expressly for that purpose. Cause for
removal shall be deemed to exist only if the director whose removal is
proposed has been convicted of a felony by a court of competent
jurisdiction or has been adjudged by a court of competent jurisdiction
to be liable for gross negligence or misconduct in the performance of
such director's duty to the Corporation. At least thirty (30) days
prior to such meeting of stockholders, written notice shall be sent to
the director or directors whose removal will be considered at such
meeting.

EIGHTH: Action by Written Consent. After the consummation of
the conversion of the Savings Bank to a capital stock savings bank and
the Savings Bank concurrently becoming a Subsidiary of the Corporation,
the stockholders of the Corporation shall not be entitled to take
action by written consent in lieu of taking such action at an annual or
special meeting of stockholders.

NINTH: Special Meetings. Special meetings of the stockholders
may only be called by a majority of the Board of Directors, including a
majority of the Continuing Directors.

TENTH: A. Approval of Continuing Directors Required for
Certain Business Combinations. Notwithstanding anything to the contrary
contained in this Certificate of Incorporation, a Business Combination
with or upon a proposal by a Related Person within five years after the
date the Related Person became a Related Person (the "Determination
Date") shall require the approval of ninety percent (90%) of the
holders of the Voting Stock of the Corporation unless such Business
Combination or the acquisition of Beneficial Ownership of ten percent
(10%) or more of the issued and outstanding Voting Stock of the
Corporation was approved prior to the Determination Date by a vote of a
majority of the Continuing Directors or such Business Combination meets
the conditions of subparagraph B(ii) of this Article TENTH. Certain
defined terms used in this Article TENTH are as set forth in paragraph
C below.

B. Requirements for All Business Combinations with Related
Persons. Notwithstanding anything to the contrary contained in this
Certificate of Incorporation, a Business Combination with or upon a
proposal by a Related Person that does not require the approval of
ninety percent (90%) of the holders of the Voting Stock of the
Corporation pursuant to paragraph A of this Article TENTH shall be
approved only upon

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the affirmative vote of the holders of at least seventy-five percent
(75%) of the Voting Stock of the Corporation that is not Beneficially
Owned by the Related Person, voting together as a single class at a
meeting called for such purpose no earlier than five (5) years after
the Determination Date (in addition to any affirmative vote of holders
of a class or series of capital stock of the Corporation required by
law or by the provisions of this Certificate of Incorporation) unless
all of the conditions specified in any one of the following
subparagraphs (i), (ii) or (iii) are met:

(i) Approval by directors. The Business
Combination has been approved by a vote of a majority of
the Continuing Directors; or

(ii) Combination with Subsidiary. The Business
Combination is solely between the Corporation and a Subsidiary
of the Corporation and such Business Combination does not have
the direct or indirect effect set forth in subparagraph
C(i)(e) of this Article TENTH; or

(iii) Price and procedural conditions. All of the
following conditions have been met:

(a) The aggregate amount of cash and fair
market value (as of the date of the consummation of
the Business Combination) of consideration other than
cash to be received per share of common stock in such
Business Combination by holders thereof shall be at
least equal to the higher of (x) the highest per
share price, including any brokerage commissions,
transfer taxes and soliciting dealers' fees (with
appropriate adjustments for recapitalizations, stock
splits, reverse stock splits and stock dividends)
paid by the Related Person for any shares of common
stock acquired by it, including those shares acquired
by the Related Person before the Determination Date,
plus interest at the Treasury Rate, compounded
quarterly, from the earliest date on which such
highest per share price was paid through the
consummation date of the Business Combination, less
the aggregate amount of any cash dividends paid and
the market value of any dividends paid other than in
cash per share of common stock since such earliest
date, up to the amount of such interest, or (y) the
fair market value of the common stock of the
Corporation (as determined by the Continuing
Directors) on the date the Business Combination is
first proposed (the "Announcement Date").

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(b) The aggregate amount of cash and fair
market value (as of the date of the consummation of
the Business Combination) of consideration other than
cash to be received per share of any class or series
of preferred stock in such Business Combination by
holders thereof shall be at least equal to the
highest of (x) the highest per share price, including
any brokerage commissions, transfer taxes and
soliciting dealers' fees (with appropriate
adjustments for recapitalizations, reclassifications,
stock splits, reverse stock splits and stock
dividends) paid by the Related Person for any shares
of such class or series of preferred stock acquired
by it, including those shares acquired by the Related
Person before the Determination Date, plus interest
at the Treasury Rate, compounded quarterly, from the
earliest date on which such highest per share price
was paid through the consummation date of the
Business Combination, less the aggregate amount of
any cash dividends paid and the market value of any
dividends paid other than in cash per share of such
class or series of stock since such earliest date, up
to the amount of such interest, (y) the fair market
value of such class or series of preferred stock of
the Corporation (as determined by the Continuing
Directors) on the Announcement Date or the
Determination Date, whichever is higher, and (z) the
highest preferential amount per share of such class
or series of preferred stock to which the holders
thereof would be entitled in the event such shares
were redeemed by the Corporation on the Announcement
Date, or, if such redemption is not authorized by
this Certificate of Incorporation or any resolution
authorizing the issuance of such class or series of
Preferred Stock, in the event of voluntary or
involuntary liquidation, dissolution or winding up of
the affairs of the Corporation (regardless of whether
the Business Combination to be consummated
constitutes such an event), plus the aggregate amount
of any dividends declared or due as to which such
holders are entitled prior to payment of dividends on
some other class or series of stock (unless the
aggregate amount of such dividends is included in
such preferential amount).

(c) The consideration to be received by
holders of a particular class or series of
outstanding common or preferred stock shall be in
cash or in the same form as, and upon no less

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favorable terms than, the Related Person has
previously paid for shares of such class or series of
stock. If the Related Person has paid for shares of
any class or series of stock with varying forms of
consideration, the form of consideration given for
such series of stock in the Business Combination
shall be either cash or the form of consideration
used to acquire the largest number of shares of such
class or series of stock previously acquired by it.

(d) No Extraordinary Event occurs after the
Related Person has become a Related Person and prior
to the consummation of the Business Combination, or
will occur as a result of or in connection with the
Business Combination.

(e) After the Determination Date and prior
to the consummation date of the Business Combination,
such Related Person has not become the Beneficial
Owner of any additional shares of Voting Stock of the
Corporation except: (i) as part of the transaction
which resulted in such Related Person becoming a
Related Person, (ii) as part of a transaction
approved in advance by a majority of the Continuing
Directors, (iii) by virtue of proportionate stock
splits, stock dividends or other distributions of
stock in respect of stock not constituting a Business
Combination under subparagraph C(i)(e) of this
Article TENTH, or (iv) through purchase by such
Related Person at any price which, if such price had
been paid in an otherwise permissible Business
Combination the Announcement Date and consummation
date of which were the date of such purchase, would
have satisfied the requirements of subparagraphs
B(iii)(a), (b) and (c) of this Article TENTH.

(f) A proxy or information statement
describing the proposed Business Combination and
complying with the requirements of the Exchange Act
and the General Rules and Regulations thereunder (or
any subsequent provisions replacing such Act, rules
or regulations) is mailed to public stockholders of
the Corporation not less than thirty (30) days prior
to the consummation of such Business Combination
(whether or not such proxy or information statement
is required pursuant to the Exchange Act or
subsequent provisions) and shall contain at the front
thereof in a prominent place the recommendation, if
any, of the Continuing

14

Directors as to the advisability or inadvisability of
the Business Combination and of any investment
banking firm selected by a majority of the Continuing
Directors as to the fairness of the Business
Combination from the point of view of the
stockholders of the Corporation other than the
Related Person.

C. Certain Definitions. For purposes of this Certificate of
Incorporation:

(i) "Business Combination" shall mean any of the
following transactions, when entered into by the Corporation
or a Subsidiary of the Corporation with, or upon a proposal
by, a Related Person or any Affiliate or Associate thereof:

(a) the acquisition, merger or consolidation
of the Corporation or any Subsidiary of the
Corporation; or

(b) the sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one or a
series of transactions) of any assets of the
Corporation or any Subsidiary of the Corporation
having an aggregate fair market value of five million
dollars ($5,000,000) or more; or

(c) the issuance or transfer by the
Corporation or any Subsidiary of the Corporation (in
one or a series of transactions) of securities of the
Corporation or that Subsidiary having an aggregate
fair market value of five million dollars
($5,000,000) or more; or

(d) the adoption of a plan or proposal for
the liquidation or dissolution of the Corporation or
any Subsidiary of the Corporation; or

(e) the reclassification of securities
(including a reverse stock split), recapitalization,
consolidation or any other transaction (whether or
not involving a Related Person) which has the direct
or indirect effect of increasing the voting power,
whether or not then exercisable, of a Related Person
in any class or series of capital stock of the
Corporation or any Subsidiary of the Corporation; or

15

(f) any agreement, contract or other
arrangement providing directly or indirectly for any
of the foregoing or any amendment or repeal of this
Article TENTH.

(ii) "Extraordinary Event" shall mean, as to any
Business Combination and Related Person, any of the following
events that is not approved by a majority of the Board of
Directors, including a majority of the Continuing Directors:

(a) any failure to declare and pay at the
regular date thereof any full quarterly dividend
(whether or not cumulative) on outstanding preferred
stock; or

(b) any reduction in the annual rate of
dividends paid on the common stock (except as
necessary to reflect any subdivision of the common
stock); or

(c) any failure to increase the annual rate
of dividends paid on the common stock as necessary to
reflect any reclassification (including any reverse
stock split), recapitalization, reorganization or any
similar transaction that has the effect of reducing
the number of outstanding shares of the common stock;
or

(d) the receipt by the Related Person, after
the Determination Date, of a direct or indirect
benefit (except proportionately as a stockholder)
from any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or
other tax advantages provided by the Corporation or
any Subsidiary of the Corporation whether in
anticipation of or in connection with the Business
Combination or otherwise.

(iii) "Treasury Rate" shall mean the per annum
average yield to maturity for actively traded marketable
United States Treasury fixed interest rate securities
(adjusted to constant maturities of five years), as last
published by the Board of Governors of the Federal Reserve
System prior to the date from which such rate is to be paid
or, if not so published, as last published prior to such date
by any Federal Reserve Bank or United States Government
department or agency selected by a majority of the Continuing
Directors.

(iv) In the event of any Business Combination in
which the Corporation survives, the phrase "consideration

16

other than cash" as used in paragraphs B(iii)(a) and B(iii)(b)
of this Article TENTH shall include the shares of common stock
and/or the shares of any other class of preferred stock
retained by the holders of such shares.

D. Determinations by Continuing Directors. A majority of the
Continuing Directors shall have the power to make all determinations,
which shall be conclusive and binding, with respect to this Article
TENTH, including, without limitation, the transactions that are
Business Combinations or Extraordinary Events, the persons who are
Related Persons, the time at which a Related Person became a Related
Person, and the fair market value of any assets, securities or other
property, and any other matter relating to the applicability
or effect of this Article TENTH.

E. Related Persons Not Relieved of Fiduciary
Obligations. Nothing contained in this Article TENTH shall be
construed to relieve any Related Person from any fiduciary
obligation imposed by law.

ELEVENTH: Criteria for Evaluating Certain Offers. The Board of
Directors of the Corporation, when evaluating any offer to (i) make a
tender or exchange offer for the common stock of the Corporation, (ii)
merge or consolidate the Corporation or any Subsidiary of the
Corporation with another institution, or (iii) 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 interests of the Corporation and its
stockholders, give due consideration to all relevant factors,
including, without limitation, (u) the social, legal and economic
effects of acceptance of such offer on depositors, borrowers and
employees of the insured institution Subsidiary or Subsidiaries of the
Corporation, and on the communities in which such Subsidiary or
Subsidiaries operate or are located, (x) the effects of acceptance of
such offer on the ability of such Subsidiary or Subsidiaries to fulfill
the objectives of an insured institution under applicable federal
statutes and regulations, (y) the consideration being offered in
relation to (a) the then current market price for the Corporation's
outstanding shares of capital stock, (b) the then current value of the
Corporation in a freely negotiated transaction and (c) the Board of
Directors' estimate of the future value of the Corporation (including
the unrealized value of its properties and assets) as an independent
going concern; and (z) such other factors as the directors deem
relevant.

TWELFTH: Indemnification.

17

A. Actions, Suits or Proceedings Other than by or in the Right
of the Corporation. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to or is involved in
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Corporation) by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer
of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director, officer, partner, member or
trustee of another corporation, including, without limitation, any
Subsidiary of the Corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit
plans, or by reason of any action alleged to have been taken or omitted
in such capacity, against costs, charges, expenses (including
attorneys' fees and related disbursements), judgments, fines
(including, without limitation, ERISA excise taxes and penalties) and
amounts paid in settlement actually and reasonably incurred by such
person or on such person's behalf in connection with such action, suit
or proceeding and any appeal therefrom, if such person acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to
any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful; provided, however, that, except as
provided in paragraph F hereof with respect to proceedings seeking to
enforce rights of indemnification, the Corporation shall indemnify such
person seeking indemnification with respect to a proceeding (or part
thereof) initiated by such person only if such proceeding or part
thereof was authorized by a majority of the Continuing Directors. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.

B. Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to or is involved in any threatened,
pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, is or was or has agreed to become a director or officer
of the

18

Corporation, or is or was serving or has agreed to serve at the request
of the Corporation as a director, officer, partner, member or trustee
of another corporation, including, without limitation, any Subsidiary
of the Corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
or by reason of any action alleged to have been taken or omitted in
such capacity, against costs, charges and expenses (including
attorneys' fees and related disbursements) actually and reasonably
incurred by such person or on such person's behalf in connection with
the defense or settlement of such action or suit and any appeal
therefrom, if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to
the extent that the Court of Chancery of Delaware or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such costs, charges and expenses which the
Court of Chancery or such other court shall deem proper.
Notwithstanding the provisions of this paragraph B, the Corporation
shall indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person (except
with respect to proceedings seeking to enforce rights to
indemnification pursuant to paragraph F), only if such proceeding (or
part thereof) was authorized by a majority of the Continuing Directors.

C. Indemnification for Costs, Charges and Expenses of
Successful Party. Notwithstanding the other provisions of this Article
TWELFTH, to the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise,
including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in
paragraphs A and B of this Article TWELFTH, or in defense of any claim,
issue or matter therein, such person shall be indemnified against all
costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by such person or on such person's behalf in
connection therewith.

D. Determination of Right to Indemnification. Any
indemnification under paragraphs A and B of this Article TWELFTH shall
be made by the Corporation as authorized in the specific case upon a
determination (i) by the Board of Directors by a majority vote of a
quorum of the directors who were not parties to such action, suit or
proceeding, or (ii)

19

if such a quorum is not obtainable, or, even if obtainable, if a
majority of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion that indemnification of
the person seeking indemnification is proper in the circumstances
because he or she has met the applicable standard of conduct set forth
in paragraphs A and B of this Article TWELFTH. Should a determination
be made by the Corporation hereunder that indemnification is not proper
under the circumstances, a court may order the Corporation to make
indemnification pursuant to paragraphs A or B of this Article TWELFTH.

E. Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys' fees and related disbursements) incurred
by a person referred to in paragraphs A or B of this Article TWELFTH in
defending a civil or criminal action, suit or proceeding shall be paid
by the Corporation in advance of the final disposition of such action,
suit or proceeding; provided, however, that, if the Delaware
Corporation Law so requires, the payment of such expenses incurred by
an officer or director of the Corporation 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 person while a director or officer, including
without limitation, service to an employee benefit plan) in advance of
the final disposition of such action, suit or proceeding shall be made
only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified by the Corporation as authorized in this Article TWELFTH. A
majority of the Continuing Directors may, upon approval of an
indemnified person, authorize the Corporation's counsel to represent
such person, in any action, suit or proceeding, whether or not the
Corporation is a party to such action, suit or proceeding.

F. Procedure for Indemnification: Right of Claimant to Bring
Suit. Any indemnification under paragraphs A, B and C, or advance of
costs, charges and expenses under paragraph E of this Article TWELFTH,
shall be made promptly, and in any event within 60 days (or in the case
of any advance of costs, charges and expenses under paragraph E, within
20 days), upon the written request of the person referred to in such
paragraphs. The right to indemnification or advances as granted by this
Article TWELFTH shall be enforceable by the persons referred to in
paragraphs A, B, C and E in any court of competent jurisdiction, if the
Corporation denies such request, in whole or in part, or if no
disposition thereof is made within the applicable time period specified
in the preceding sentence hereof. The costs, charges and expenses
incurred by a person referred to in paragraph A or B of this

20

Article TWELFTH in connection with successfully establishing his or her
right to indemnification, in whole or in part, in any such action shall
also be indemnified by the Corporation. It shall be a defense to any
such action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under paragraph E of this
Article TWELFTH where the required undertaking, if any, has been
received by the Corporation) that the claimant has not met the standard
of conduct set forth in paragraphs A or B of this Article TWELFTH, but
the burden of proving such defense shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
the claimant has met the applicable standard of conduct set forth in
paragraphs A or B of this Article TWELFTH, nor the fact that there has
been an actual determination by the Corporation (including its Board of
Directors or its independent legal counsel) that the claimant has not
met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.

G. Other Rights; Continuation of Right to Indemnification. The
indemnification and advancement of expenses provided by this Article
TWELFTH shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), bylaw, agreement, vote of
stockholder or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
Corporation, and the indemnification and advancement of expenses
provided by this Article TWELFTH shall continue as to a person who has
ceased to serve in a capacity referred to in paragraph A or B and shall
inure to the benefit of the estate, heirs, executors and administrators
of such person. Nothing contained in this Article TWELFTH shall be
deemed to prohibit, and the Corporation is specifically authorized to
enter into, agreements between the Corporation and directors, officers,
employees or agents providing indemnification rights and procedures
different from those set forth herein. All rights to indemnification
and advancement of expenses under this Article TWELFTH shall be deemed
to be a contract between the Corporation and each person referred to in
paragraph A or B of this Article TWELFTH who serves or served in such
capacity at any time while this Article TWELFTH is in effect. Any
repeal or modification of this Article TWELFTH or any repeal or
modification of relevant provisions of the Delaware


21

Corporation Law or any other applicable laws shall not in any way
diminish any rights to indemnification of any person referred to in
paragraph A or B of this Article TWELFTH or the obligations of the
Corporation arising hereunder with respect to any action, suit or
proceeding arising out of, or relating to, any actions, transactions or
facts occurring prior to the final adoption of such modification or
repeal.

H. Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by a
majority vote of the disinterested directors, indemnify any employee or
agent of the Corporation or any person who is or was serving or has
agreed to serve at the request of the Corporation as an employee or
agent of any corporation, including, without limitation, any Subsidiary
of the Corporation, partnership, joint venture, trust or other
enterprise and pay the expenses incurred by any such person in
defending any proceeding in advance of its final disposition, to the
fullest extent of the provisions of this Article TWELFTH.

I. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to become
a director, officer, employee or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as a
director, officer, partner, member, trustee, employee or agent of
another corporation, including, without limitation, any Subsidiary of
the Corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against any
liability asserted against such person and incurred by such person or
on his or her behalf in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the
provisions of this Article TWELFTH.

J. Savings Clause. If this Article TWELFTH or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each
person referred to paragraph A or B of this Article TWELFTH as to any
cost, charge and expense (including attorneys' fees and related
disbursements), judgment, fine (including, without limitation, ERISA
excise taxes and penalties) and amount paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right
of the Corporation, to the full extent permitted by any applicable
portion of this Article TWELFTH that shall not have been invalidated
and to the full extent permitted by applicable law.

22

K. Subsequent Legislation. If the Delaware Corporation Law is
hereafter amended to further expand the indemnification permitted to
persons referred to in paragraphs A and B of this Article TWELFTH, then
the Corporation shall indemnify such persons to the fullest extent
permitted by the Delaware Corporation Law, as so amended.

THIRTEENTH: A. Prevention of Greenmail. Except as set forth in
paragraph B of this Article THIRTEENTH, in addition to any affirmative
vote of stockholders required by law or this Certificate, any direct or
indirect purchase or other acquisition by the Corporation of any Equity
Security of any class from any Interested Person shall require the
affirmative vote of the holders of at least seventy-five percent (75%)
of the Voting Stock of the Corporation that is not Beneficially Owned
by such Interested Person, 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 any agreement with any national securities exchange or quotation
system, or otherwise. Certain defined terms used in this Article
THIRTEENTH are as set forth in paragraph C below.

B. When a Vote is Not Required. The provisions of
paragraph A of this Article THIRTEENTH shall not be applicable
with respect to:

(i) any purchase or other acquisition of securities
made as part of a tender or exchange offer by the
Corporation or a Subsidiary of the Corporation to purchase
securities of the same class made on the same terms to all
holders of such securities and complying with the applicable
requirements of the Exchange Act and the rules and regulations
thereunder (or any subsequent provisions replacing such Act,
rules or regulations);

(ii) any purchase or acquisition made pursuant to an
open market purchase program approved by a majority of the
Board of Directors, including a majority of the Continuing
Directors; or

(iii) any purchase or acquisition which is approved
by a majority of the Board of Directors, including a majority
of the Continuing Directors, and which is made at no more than
the Market Price, on the date that the understanding between
the Corporation and the Interested Person is reached with
respect to such purchase (whether or not such purchase is made
or a written agreement relating to such purchase is executed

23

on such date), of shares of the class of Equity Security to be
purchased.

C. Certain Definitions. For the purposes of this
Article THIRTEENTH:

(i) The term Interested Person shall mean any Person
(other than the Corporation, Subsidiaries of the Corporation,
pension, profit sharing, employee stock ownership or other
employee benefit plans of the Corporation and its
Subsidiaries, entities organized or established by the
Corporation or any of its Subsidiaries pursuant to the terms
of such plans and trustees and fiduciaries with respect to any
such plan acting in such capacity) that is the direct or
indirect Beneficial Owner of five percent (5%) or more of the
Voting Stock of the Corporation, and any Affiliate or
Associate of any such person.

(ii) The Market Price of shares of a class of Equity
Security on any day shall mean the highest sale price of
shares of such class of Equity Security on such day, or, if
that day is not a trading day, on the trading day immediately
preceding such day, on the national securities exchange or the
Nasdaq National Market System on which such class of Equity
Security is traded.

(iii) The term Equity Security shall mean any
security described in Section 3(a)(11) of the Exchange Act, as
in effect on the date hereof, which is traded on a national
securities exchange or the Nasdaq National Market System.

(iv) For purposes of this Article THIRTEENTH, all
references to the term Related Person in the definition of
Continuing Director shall be deemed to refer to the term
Interested Person.

FOURTEENTH: Limitation of Directors' Liability. 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: (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 Corporation
Law, or (iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware Corporation Law is hereafter
amended to further eliminate or limit the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or

24

limited to the fullest extent permitted by the Delaware 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.

FIFTEENTH: Amendment of Bylaws. The Bylaws of the Corporation
may be adopted, amended or repealed by the affirmative vote of the
holders of shares entitling such holders to cast at least seventy-five
percent (75%) of the total votes eligible to be cast at a meeting duly
called and held, or by a resolution adopted by the Board of Directors,
including a majority of the Continuing Directors.

SIXTEENTH: Amendment of Certificate. The Corporation reserves
the right to amend, alter, change, or repeal any provision contained in
this Certificate of Incorporation in the manner now or hereafter
prescribed by statute. Notwithstanding the foregoing, (i) the vote of
holders of ninety percent (90%) of the shares eligible to be cast at a
meeting duly called and held shall be required to amend or repeal
paragraph A of Article TENTH or adopt provisions inconsistent
therewith; (ii) the vote of holders of at least seventy-five percent
(75%) of the Voting Stock of the Corporation that is not Beneficially
Owned by a Related Person shall be required to amend, repeal, or adopt
any provision inconsistent with any other paragraph of Article TENTH of
this Certificate of Incorporation; (iii) the affirmative vote of the
holders of shares entitling such holders to cast at least seventy-five
percent (75%) (or such greater proportion as may otherwise be required
pursuant to any specific provision of this Certificate of
Incorporation) of the total votes eligible to be cast at a meeting duly
called and held shall be required to amend, repeal, or adopt Articles
or any provisions inconsistent with Articles FIFTH through SIXTEENTH of
this Certificate of Incorporation and (iv) the vote of holders of at
least seventy-five percent (75%) of the Voting Stock of the Corporation
that is not Beneficially Owned by an Interested Person shall also be
required to amend, repeal, or adopt any provision inconsistent with
Article THIRTEENTH of this Certificate of Incorporation.

SEVENTEENTH: A. Savings Clause. In the event any provision (or
portion thereof) of this Certificate of Incorporation shall be found to
be invalid, prohibited or unenforceable for any reason, the remaining
provisions (or portions thereof) of this Certificate of Incorporation
shall remain in full force and effect, and shall be construed as if
such invalid, prohibited or unenforceable provision had been

25

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 Certificate of
Incorporation remain, to the fullest extent permitted by law,
applicable and enforceable as to all stockholders notwithstanding any
such finding.

B. Non-enforceability of Provisions if Would Cause Delisting.
No provision (or portion thereof) of this Certificate of Incorporation
shall be enforceable in a manner which would have the effect of
nullifying, restricting or disparately reducing the per share voting
rights of holders of an outstanding class or series of common stock of
the Corporation if (i) the Board of Directors receives a written
opinion of counsel, who shall be selected by a majority of the
Continuing Directors, that the manner of enforcing such provision (or
portion thereof), in the particular case, would prevent the continuance
of (A) listing of the common stock of the Corporation on each national
securities exchange on which the common stock is then listed and (B)
quotation and/or transaction reporting of the common stock of the
Corporation through each interdealer quotation system of a national
securities association on which the common stock is then authorized for
quotation or transaction reporting, (ii) a majority of the Continuing
Directors determines that the delisting of the common stock from each
such exchange and the removal of the common stock from eligibility for
inclusion on each such interdealer quotation system is likely to have a
material adverse effect on the market for the common stock, and (iii) a
certificate, signed by a majority of the Continuing Directors,
certifying that the conditions of clauses (i) and (ii) have been
satisfied is filed with the Secretary of the Corporation. If such a
certificate has been so filed, a copy thereof shall be made available
to each stockholder of record of the Corporation who delivers a written
request therefor to the Secretary of the Corporation. The first
sentence of this paragraph notwithstanding, the provisions of this
Certificate of Incorporation shall remain applicable and enforceable as
to all stockholders in any manner which, in the written opinion of
counsel selected by a majority of the Continuing Directors, would not
prevent the continued listing of common stock of the Corporation on any
national securities exchange on which the common stock is then listed
or quotation and/or transaction reporting of the common stock of the
Corporation through any interdealer quotation system of a national
securities association on which the common stock is then authorized for
quotation or transaction reporting.

4. This Second Restated Certificate of Incorporation was duly adopted
by a vote of the stockholders in accordance with

26

Sections 242 and 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Charter One Financial, Inc. has caused this Second
Restated Certificate of Incorporation to be signed by Charles John Koch, its
Chairman of the Board, President and Chief Executive Officer, and attested by
Robert J. Vana, its Chief Corporate Counsel and Corporate Secretary, this 30th
day of October, 1995.

CHARTER ONE FINANCIAL, INC.

By: /S/CHARLES JOHN KOCH
-------------------------------
Charles John Koch
Chairman of the Board,
President and Chief
Executive Officer

ATTEST:

By: /S/ROBERT J. VANA
----------------------------
Robert J. Vana
Chief Corporate Counsel and
Corporate Secretary

27


CERTIFICATE OF AMENDMENT

OF

SECOND RESTATED CERTIFICATE OF INCORPORATION

Charter One Financial, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted resolutions proposing and declaring advisable the following
amendment to the Second Restated Certificate of Incorporation of said
corporation:

SEVENTH: A. Board of Directors. The business and affairs of
the Corporation shall be under the direction of a board of directors
(the "Board of Directors"), except as provided in this Second Restated
Certificate of Incorporation or in the Bylaws. The number of directors
shall be determined pursuant to the Corporation's Bylaws, as may be
amended from time to time.

SECOND: That the stockholders approved said amendment at the Special
Meeting of Stockholders of Charter One Financial, Inc., held on October 3, 1997,
by the requisite votes of the outstanding shares of common stock, pursuant to
notice given in accordance with the provisions of Section 222 of the General
Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 222 and 242 of the General Corporation Law
of the State of Delaware.

1

IN WITNESS WHEREOF, Charter One Financial, Inc. has caused this
certificate to be signed by Charles J. Koch, its Chairman of the Board,
President and Chief Executive Officer, and attested by Robert J. Vana, its Chief
Corporate Counsel and Corporate Secretary, this 30th day of September, 1997.

CHARTER ONE FINANCIAL, INC.


By: /S/CHARLES J. KOCH
------------------
Charles J. Koch
Chairman of the Board, President and
Chief Executive Officer

ATTEST:

By: /S/ROBERT J. VANA
-----------------
Robert J. Vana
Chief Corporate Counsel and
Corporate Secretary

2

CERTIFICATE OF AMENDMENT

OF

SECOND RESTATED CERTIFICATE OF INCORPORATION

Charter One Financial, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted resolutions proposing and declaring advisable the following
amendment to the Second Restated Certificate of Incorporation of said
corporation:

FOURTH: A. Authorized Shares. The total number of shares of
all classes of stock which the Corporation shall have authority to
issue is three hundred eighty million (380,000,000), of which three
hundred sixty million (360,000,000) shall be common stock, par value
$.01 per share, and twenty million (20,000,000) shall be preferred
stock, par value $.01 per share. 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 a
majority of the stock of the Corporation entitled to vote generally in
the election of directors without a vote of holders of preferred stock
as a class, except to the extent that any such vote may be required by
any resolution providing for the issuance of series of preferred stock.

SECOND: That the stockholders approved said amendment at the Special
Meeting of Stockholders of Charter One Financial, Inc., held on November 13,
1998, by the requisite votes of the outstanding shares of common stock, pursuant
to notice given in accordance with the provisions of Section 222 of the General
Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Sections 222 and 242 of the General
Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, Charter One Financial, Inc. has caused this
certificate to be signed by Charles J. Koch, its Chairman of the Board,
President and Chief Executive Officer, and attested to by Robert J. Vana, its
Chief Corporate Counsel and Corporate Secretary, this 24th day of November,
1998.

CHARTER ONE FINANCIAL, INC.

By: /S/ CHARLES J. KOCH
------------------------------------
Charles J. Koch
Chairman of the Board, President and
Chief Executive Officer

ATTEST:

By: /S/ ROBERT J. VANA
----------------------------------------
Robert J. Vana, Senior Vice President,
Chief Corporate Counsel and
Corporate Secretary

AMENDED

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
SERIES A PARTICIPATING PREFERRED STOCK

OF

CHARTER ONE FINANCIAL, INC.

PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

We, Charles John Koch, Chairman, President and Chief Executive Officer,
and Robert J. Vana, Chief Corporate Counsel and Secretary, of Charter One
Financial, Inc., a corporation organized and existing under the Delaware General
Corporation Law (the "Corporation"), in accordance with the provisions of
Section 103 thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors of
the Corporation in accordance with the Corporation's Certificate of
Incorporation, as amended to date (the "Certificate of Incorporation"), the
Board of Directors on November 20, 1989 adopted a resolution creating a series
of shares of preferred stock, par value $0.01 per share, designated as the
Series A Participating Preferred Stock (no shares of which have been issued as
of October 20, 1999); that the Corporation filed such designation with the
Secretary of State of the State of Delaware on February 7, 1990; and that the
Board of Directors on October 20, 1999 adopted the following resolutions to
amend and restate the terms of such Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of the
Certificate of Incorporation and the Delaware General Corporation Law, the
Series A Participating Preferred Stock heretofore created be, and that the
designation and amount thereof and the powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof hereby are amended
and restated as follows:

Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Participating Preferred Stock," which shall have par
value $0.01 per share, and the number of shares constituting such series shall
be 3,400,000. Such number of shares may be increased or decreased by resolution
of the Board of Directors; provided, that no decrease shall reduce the number of
shares of Series A Participating Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares issuable upon
exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Corporation convertible into Series A
Participating Preferred Stock.

Section 2. DIVIDENDS AND DISTRIBUTIONS.

(A) Subject to the prior and superior rights of the holders of any
shares of any series of preferred stock ranking prior and superior to the shares
of Series A Participating Preferred Stock with respect to dividends, the holders
of shares of Series A Participating Preferred Stock in preference to the holders
of shares of Common Stock, par value $0.01 per share (the "Common Stock"), of
the Corporation and any other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the first business day of
January, April, July and October in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Participating Preferred Stock in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1.00, or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the aggregate
per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Participating Preferred Stock. In the event the Corporation
shall at any time after October 20, 1999 (i) declare any dividend on the Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount to which holders of shares of Series A
Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

(B) The Corporation shall declare a dividend or distribution on the
Series A Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series A Participating Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares of Series A
Participating Preferred Stock unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series
A Participating Preferred Stock entitled to receive a

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quarterly dividend and before such Quarterly Dividend Payment Date in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Participating Preferred Stock
in an amount less than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

Section 3. VOTING RIGHTS. The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Participating Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after October 20,
1999 declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Series A Participating Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

(B) Except as otherwise provided herein or by law, the holders of
shares of Series A Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of shareholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.

Section 4. CERTAIN RESTRICTIONS.

(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Participating Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Participating
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:

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(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Participating Preferred
Stock;

(ii) declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Participating
Preferred Stock, except dividends paid ratably on the Series A
Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts
to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares
of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Participating
Preferred Stock, provided that the Corporation may at any time redeem,
purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Participating Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of
Series A Participating Preferred Stock or any shares of stock ranking
on a parity with the Series A Participating Preferred Stock (either as
to dividends or upon liquidation, dissolution or winding up) except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares
upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in
good faith will result in fair and equitable treatment among the
respective series or classes.

(B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

Section 5. REACQUIRED SHARES. Any shares of Series A Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of preferred stock and may be reissued as part of a new series
of preferred stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or

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winding up) to the Series A Participating Preferred Stock unless, prior thereto,
the holders of shares of Series A Participating Preferred Stock shall have
received $1.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment
(the "Series A Liquidation Preference"). Following the payment of the full
amount of the Series A Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A Participating Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately
adjusted as set forth in subparagraph C below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii), the "Adjustment Number"). Following the payment of
the full amount of the Series A Liquidation Preference and the Common Adjustment
in respect of all outstanding shares of Series A Participating Preferred Stock
and Common Stock, respectively, holders of Series A Participating Preferred
Stock and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

(B) In the event there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other series of preferred stock, if any, which rank on a
parity with the Series A Participating Preferred Stock then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event there are
not sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.

(C) In the event the Corporation shall at any time after October 20,
1999 (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after October 20, 1999
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number

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of shares, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A Participating
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that are outstanding immediately prior to such event.

Section 8. REDEMPTION. The shares of Series A Participating Preferred
Stock shall not be redeemable. The preceding sentence shall not limit the
ability of the Corporation to purchase or otherwise deal in such shares of stock
to the extent permitted by law.

Section 9. RANKING. The Series A Participating Preferred Stock shall
rank junior to all other series of the Corporation's preferred stock as to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the Corporation, unless the terms of any such
series shall provide otherwise.

Section 10. AMENDMENT. The Certificate of Incorporation shall not be
further amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Participating Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Participating Preferred
Stock voting separately as a class.

Section 11. FRACTIONAL SHARES. Series A Participating Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Participating Preferred Stock.

RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized to execute an Amended Certificate of
Designation, Preferences and Rights with respect to the Series A Participating
Preferred Stock pursuant to Section 151 of the Delaware General Corporation Law
and to take all appropriate action to cause such Certificate to become
effective, including, but not limited to, the filing and recording of such
Certificate with and/or by the Secretary of State of the State of Delaware.

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IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this 26th day
of October, 1999.
/s/ Charles John Koch
------------------------------
Charles John Koch
Chairman, President and Chief
Executive Officer

Attest:

/s/ Robert J. Vana
--------------------------------
Robert J. Vana
Chief Corporate Counsel and
Secretary

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