RESTATED
CERTIFICATE OF INCORPORATION

OF

NORTH FORK BANCORPORATION, INC.

            The undersigned, John Adam Kanas, certifies that he is the President of North Fork Bancorporation, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and does hereby further certify as follows:

     (1)  The name of the Corporation is NORTH FORK BANCORPORATION, INC.

     (2)  The name under which the Corporation was originally incorporated was NORTH FORK BANCORPORATION, INC. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 8, 1980.

     (3)  This Restated Certificate of Incorporation was duly adopted by in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.

     (4)  The text of the Certificate of Incorporation of the Corporation as heretofore amended is restated without further amendment to read in its entirety, as follows:

            FIRST:  Name. The name of the corporation is NORTH FORK BANCORPORATION, INC. (hereinafter called the “Corporation”).

            SECOND:  Address; Registered Agent. The address of the Corporation’s registered office is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware; and its registered agent at such address is The Corporation Trust Company.

            THIRD:  Purposes. The nature of the business and purposes to be conducted or promoted by the Corporation are to engage in, carry on and conduct any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 


 

            FOURTH:  Capital Stock. (a) The authorized shares which the Corporation has authority to issue shall be five hundred ten million (510,000,000), divided into five hundred million (500,000,000) shares of Common Stock, par value of one cent ($.01) each, and ten million (10,000,000) shares of Preferred Stock, par value of one dollar ($1.00) each, which Preferred Stock may be divided into and issued in series as described herein.

            (b)  Subject to any applicable provisions of the Certificate of Incorporation (including such provisions set forth in the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock attached hereto as Exhibit A) and any applicable requirements or limitations prescribed by law, the Board of Directors of the Corporation is hereby expressly authorized, from time to time by resolution, to divide the Preferred Stock into series, to authorize the issuance of one or more series of the Preferred Shares, and to fix for each such series the number, designation, powers, preferences and rights and the qualifications, limitations or restrictions of such preferences or rights, specifying as to each such series:

 

(A)

 

the designation of such series in such manner as shall distinguish shares thereof from all other series, and the number of shares which shall constitute the initial issue thereof;

 

 

 

 

 

(B)

 

the dividend rights of such series, including the dividend rate or rates thereon, the time or times at which such dividends shall be payable, whether such dividends are cumulative and, if so, on what terms;

 

 

 

 

 

(C)

 

the redemption rights of such series, if any, including the price or prices at which and the terms and conditions on which shares of such series may be redeemed, and whether such rights may be exercised by the corporation, the holders or both;

 

 

 

 

 

(D)

 

the amount payable upon shares of such series in the event of a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

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(E)

 

sinking fund provisions, if any, for the redemption or purchase of shares of such series;

 

 

 

 

 

(F)

 

the conversion rights of such series, if any, including the identity of the security or securities into which such shares are convertible, the rate or rates of conversion, and the terms and conditions of conversion;

 

 

 

 

 

(G)

 

whether the shares of such series shall have any voting rights in addition to those prescribed by law, and, if so, the nature of such rights and under what circumstances the rights may be exercised; and

 

 

 

 

 

(H)

 

such other powers, preferences, and relative participating, optional or other special rights of such series, and the qualifications, limitations, or restrictions of such preferences and/or rights desired to be so fixed.

            (c)  All shares of any one series of Preferred Stock shall be identical with each other in all respects except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall accumulate, and all series of Preferred Stock shall rank equally and be identical in all respects except in respect to the particulars which may be fixed in the resolutions of the Board of Directors providing for the initial issue thereof.

            (d)  Except as may be otherwise provided in this Article Fourth or in the resolution or resolutions providing for the issue of a particular series, the Board of Directors may from time to time increase the number of shares of any series already created by providing that any unissued shares of Preferred Stock shall constitute part of such series, or may decrease (but not below the number of shares thereof then outstanding) the number of shares of any series already created by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof.

            (e)  Each holder of record of Common Stock shall have the right to one vote for each share of Common Stock held in his name on the record books of the Corporation as of the record date for any matter submitted to a vote of the stockholders of the Corporation. Except to the extent otherwise provided herein or in any resolution or resolutions of the

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Board of Directors providing of for the initial issue of shares of one or more series of Preferred Stock or as otherwise required by law, holders of shares of Preferred Stock of any series shall not be entitled to vote such shares with respect to any matter which is put to a vote of the stockholders. The number of shares of Preferred Stock which the Corporation shall have the authority to issue may be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, and the holders of the Preferred Stock, if entitled by law to vote on any such increase or decrease, shall not be entitled to vote separately as a class or series of a class thereon.

            (f)  Subject to the prior and superior rights of the Preferred Stock as set forth in any resolution or resolutions of the Board of Directors providing for the initial issue of one or more series of Preferred Stock, the holders of Common Stock shall be entitled to receive such dividends, whether payable in cash, stock or otherwise, as may be declared from time to time by the Board of Directors to be paid thereon out of any fund legally available therefor, and the Preferred Stock shall not be entitled to participate in any such dividend.

            (g)  In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, after distribution in full of the preferential amounts required to be distributed to the holders of each series of Preferred Stock then outstanding including the amount of any cumulated but unpaid dividends, if any, if a preference shall then attach thereto, the holders of Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders, ratably in proportion to the numbers of shares of Common Stock held by them respectively.

            FIFTH:    Intentionally Omitted.

            SIXTH:    Directors; Election and Classification.

            (h)  Members of the Board of Directors may be elected either by written ballot or by voice vote.

            (i)  The Board of Directors shall consist of not less than three (3) members, such number to be fixed initially by the incorporator and subject to change thereafter from time to time by action of the stockholders or by action of the Board. The Board shall be divided into three classes.

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The number of directors of the first class shall equal one third (1/3) of the total of the number of directors thus determined (or the nearest whole number thereto); the number of directors of the second class shall equal the number of directors of the first class; and the number of directors of the third class shall equal said total number of directors minus the aggregate number of directors of the first and second classes. At the election of the first Board, the class of each of the members then elected shall be designated. The term of office of those members then designated as the first class shall expire at the annual meeting of shareholders next ensuing, that of the members designated as the second class at the annual meeting of shareholders one year thereafter, and that of the members designated as the third class at the annual meeting of shareholders two years thereafter. At each annual meeting of the shareholders held after the election and classification of the first Board, directors shall be elected for a full term of three (3) years to succeed those members whose terms then expire.

            SEVENTH:  Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors may from time to time (after adoption by the undersigned of the original by-laws of the Corporation) adopt, amend or repeal the by-laws of the Corporation; provided, that any by-laws adopted, amended or repealed by the Board of Directors may be amended or repealed, and any by-laws may be adopted, by the stockholders of the Corporation.

            EIGHTH:  Compromise and Arrangements. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise

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or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

            NINTH:  Special Provisions. The holders of any shares of any class of stock or any other securities of the Corporation shall have no preemptive rights, and shall have no pro rata preference rights, to subscribe for any new or increased shares of any class of stock or securities of the Corporation or any rights or options to purchase such shares or any securities convertible into such shares which are authorized for issuance.

            TENTH:  Liability of Directors. Subject only to the express prohibitions on elimination or limitation of liability of directors set forth in Section 102(b)(7) of the Delaware General Corporation Law, as the same exists or may hereafter be amended, the personal liability of a director of this Corporation to the Corporation or its stockholders for monetary damages for breach of his fiduciary duty as a director shall be limited to $25,000 per occurrence.

               IN WITNESS WHEREOF, this Certificate has been signed on this 9th day of December, 1997, and the signature of the undersigned shall constitute the affirmation and acknowledgement of the undersigned, under penalties of perjury, that the Certificate is the act and deed of the undersigned and that the facts stated in the Certificate are true.

/s/ John Adam Kanas

 

John Adam Kanas, President