Exhibit 3.1
 
                        CERTIFICATE OF INCORPORATION OF
                          STATEN ISLAND BANCORP, INC.
 
 
       ARTICLE 1.    NAME.  The name of the corporation is Staten Island
Bancorp, Inc. (hereinafter referred to as the "Corporation").
 
       ARTICLE 2.    REGISTERED OFFICE AND REGISTERED AGENT.  The address of
the registered office of the Corporation in the State of Delaware is 1209
Orange Street, in the city of Wilmington, county of New Castle.  The name of
the registered agent at such address is The Corporation Trust Company.
 
       ARTICLE 3.    NATURE OF BUSINESS.  The purpose of the Corporation is to
engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of Delaware.
 
       ARTICLE 4.    CAPITAL STOCK.  The total number of shares of capital
stock which the Corporation has authority to issue is 125,000,000, of which
25,000,000 shall be  preferred stock, $.01 par value per share (hereinafter
the "Preferred Stock"), and 100,000,000 shall be common stock, par value $.01
per share (hereinafter the Common Stock).
 
       The Board of Directors is hereby expressly authorized, by resolution or
resolutions to provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock.  Before any shares of any such series are issued,
the Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares thereof:
 
       (a)    the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from the par
value thereof;
 
       (b)    whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights, which may be general or limited;
 
       (c)    the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, and the preference or
relation which such dividends shall bear to the dividends payable on any shares
of stock of any other class or any other series of this class;
 
       (d)    whether the shares of such series shall be subject to redemption
by the Corporation, and, if so, the times, prices and other conditions of such
redemption;
 
       (e)    the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, or upon any
distribution of the assets of the Corporation;
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       (f)    whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase
or redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the operation thereof;
 
       (g)    whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
this class or any other securities, and, if so, the price or prices or the rate
or rates of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of conversion or exchange;
 
       (h)    the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or the
making of other distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or shares of stock of any
other class or any other series of this class;
 
       (i)    the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of this class
or of any other class; and
 
       (j)    any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations and
restrictions thereof.
 
       The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.  All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of
such series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall accrue and/or be
cumulative.
 
       ARTICLE 5.    INCORPORATOR.  The name and mailing address of the sole
incorporator is as follows:
 
<TABLE>
<CAPTION>
               Name                                        Address
               ----                                        -------
<S>                                                    <C>
Staten Island Savings Bank                             15 Beach Street
                                                       Staten Island, New York
                                                       10304
</TABLE>
 
       ARTICLE 6.    PREEMPTIVE RIGHTS.  No holder of the capital stock of the
Corporation shall be entitled as such, as a matter of right, to subscribe for
or purchase any part of any new or additional issue of stock of any class
whatsoever of the Corporation, or of securities convertible into stock of any
class whatsoever, whether now or hereafter authorized, or whether issued for
cash or other consideration or by way of a dividend.
 
 
 
 
 
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       ARTICLE 7.    DIRECTORS.  The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors.  Except as
otherwise fixed pursuant to the provisions of Article 4 hereof relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors, the number of directors shall be determined as stated in the
Corporation's Bylaws, as may be amended from time to time.
 
              A.     CLASSIFICATION AND TERM.  The Board of Directors, other
       than those who may be elected by the holders of any class or series of
       stock having preference over the Common Stock as to dividends or upon
       liquidation, shall be divided into three classes as nearly equal in
       number as possible, with one class to be elected annually.  The term of
       office of the initial directors shall be as follows:  the term of
       directors of the first class shall expire at the first annual meeting of
       stockholders after the effective date of this Certificate of
       Incorporation; the term of office of the directors of the second class
       shall expire at the second annual meeting of stockholders after the
       effective date of this Certificate of Incorporation; and the term of
       office of the third class shall expire at the third annual meeting of
       stockholders after the effective date of this Certificate of
       Incorporation; and, as to directors of each class, when their respective
       successors are elected and qualified.  At each annual meeting of
       stockholders, directors elected to succeed those whose terms are
       expiring shall be elected for a term of office to expire at the third
       succeeding annual meeting of stockholders, unless a different term of
       office is necessary to comply with the requirements of the first
       sentence of this Article 7.A., and until their respective successors are
       elected and qualified.  Stockholders of the Corporation shall not be
       permitted to cumulate their votes for the election of directors.
 
              B.     VACANCIES.  Except as otherwise fixed pursuant to the
       provisions of Article 4 hereof relating to the rights of the holders of
       any class or series of stock having a preference over the Common Stock
       as to dividends or upon liquidation to elect directors, any vacancy
       occurring in the Board of Directors, including any vacancy created by
       reason of an increase in the number of directors, may be filled by a
       majority vote of the directors then in office, whether or not a quorum
       is present, or by a sole remaining director, and any director so chosen
       shall hold office for the remainder of the term to which the director
       has been selected and until such director's successor shall have been
       elected and qualified.  When the number of directors is changed, the
       Board of Directors shall determine the class or classes to which the
       increased or decreased number of directors shall be apportioned,
       provided that no decrease in the number of directors shall shorten the
       term of any incumbent director.
 
              C.     REMOVAL.  Subject to the rights of any class or series of
       stock having preference over the Common Stock as to dividends or upon
       liquidation to elect directors, any director (including persons elected
       by directors to fill vacancies in the Board of Directors) may be removed
       from office only with cause by an affirmative vote of not less than 80%
       Voting Shares (as defined in Article 12 hereof after giving
 
 
 
 
 
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       effect to Article 12.D. hereof) at a duly constituted meeting of
       stockholders called expressly for such purpose.  Cause for removal shall
       exist only if the director whose removal is proposed has been either
       declared incompetent by an order of a court, convicted of a felony or of
       an offense punishable by imprisonment for a term of more than one year
       by a court of competent jurisdiction, or deemed liable by a court of
       competent jurisdiction for gross negligence or misconduct in the
       performance of such director's duties to the Corporation.  At least 30
       days prior to such meeting of stockholders, written notice shall be sent
       to the director whose removal will be considered at the meeting.
 
              D.     EVALUATION OF ACQUISITION PROPOSALS.  The Board of
       Directors of the Corporation, when evaluating any offer to the
       Corporation or to the shareholders of the Corporation from another party
       to (a) purchase for cash, or exchange any securities or property for,
       any outstanding equity securities of the Corporation, (b) merge or
       consolidate the Corporation with another corporation or (c) purchase or
       otherwise acquire all or substantially all of the properties and assets
       of the Corporation, may, consistent with the exercise of its fiduciary
       duties and in connection with the exercise of its judgment in
       determining what is in the best interest of the Corporation and its
       shareholders, give due consideration to the extent permitted by law not
       only to the price or other consideration being offered, but also to all
       other relevant factors including, without limitation, the financial and
       managerial resources and future prospects of the other party, the
       possible effects on the business of the Corporation and its subsidiaries
       and on the employees, customers, suppliers and creditors of the
       Corporation and its subsidiaries, the effects on the ability of the
       Corporation to fulfill its corporate objectives as a holding company and
       on the ability of its subsidiary savings bank to fulfill its objectives
       as a savings bank, and the effects on the communities in which the
       Corporation's and its subsidiaries' facilities are located.
 
       ARTICLE 8.    MEETINGS OF STOCKHOLDERS.  Any action required or
permitted by the General Corporation Law of the State of Delaware or this
Certificate of Incorporation to be approved by or consented to by stockholders
of the Corporation, must be effected at a duly called annual or special meeting
of stockholders and may not be effected by written consent by such stockholders
in lieu of a meeting of stockholders.  Except as otherwise required by law and
subject to the rights of the holders of any class or series of Preferred Stock,
special meetings of the stockholders may be called only by the Board of
Directors pursuant to a resolution approved by the affirmative vote of at least
three-fourths of the directors then in office.
 
       ARTICLE 9.    LIABILITY OF DIRECTORS AND OFFICERS.  The personal
liability of the directors and officers of the Corporation for monetary damages
shall be eliminated to the fullest extent permitted by the General Corporation
Law of the State of Delaware as it exists on the effective date of this
Certificate of Incorporation or as such law may be thereafter in effect.  No
amendment, modification or repeal of this Article 9 shall adversely affect the
 
 
 
 
 
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<PAGE>   5
rights provided hereby with respect to any claim, issue or matter in any
proceeding that is based in any respect on any alleged action or failure to act
prior to such amendment, modification or repeal.
 
       ARTICLE 10.  INDEMNIFICATION.  The Corporation shall indemnify its
directors, officers, employees, agents and former directors, officers,
employees and agents, and any other persons serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) incurred in connection with any pending or threatened action, suit
or proceeding, whether civil, criminal, administrative or investigative, with
respect to which such director, officer, employee, agent or other person is a
party, or is threatened to be made a party, to the full extent permitted by the
General Corporation Law of the State of Delaware, provided, however, that the
Corporation shall not be liable for any amounts which may be due to any person
in connection with a settlement of any action, suit or proceeding effected
without its prior written consent or any action, suit or proceeding initiated
by any person seeking indemnification hereunder without its prior written
consent.  The indemnification provided herein (i) shall not be deemed exclusive
of any other right to which any person seeking indemnification may be entitled
under any bylaw, agreement or vote of shareholders or disinterested directors
or otherwise, both as to action in his or her official capacity and as to
action in any other capacity, and (ii) shall inure to the benefit of the heirs,
executors and administrators of any such person.  The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees, or agents whether or not the
Corporation would have the power to indemnify them against such liability under
the provisions of this Article 10.
 
       ARTICLE 11.  STOCKHOLDER APPROVAL OF CERTAIN ACTIONS.  Except as set
forth in the following sentence, any action required or permitted to be taken
by the stockholders of the Corporation pursuant to Subchapter IX (Merger or
Consolidation) and Subchapter X (Sale of Assets, Dissolution and Winding Up) of
the General Corporation Law of the State of Delaware, or any successors
thereto, shall be taken upon the affirmative vote of at least 80% of the Voting
Shares (as defined in Article 12 hereof and after giving effect to Article
12.D. hereof), as well as such additional vote of the Preferred Stock as may be
required by the provisions of any series thereof.  Notwithstanding the
preceding sentence, if any such action is recommended by at least two thirds of
the entire Board of Directors (including any vacancies), the 80% stockholder
vote set forth in the preceding sentence will not be applicable, and, in such
event, the action will require only such affirmative vote as is required by
law.
 
 
 
 
 
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       ARTICLE 12.   RESTRICTIONS ON OFFERS AND ACQUISITIONS OF THE
                     CORPORATION'S EQUITY SECURITIES.
 
       A.     DEFINITIONS.
 
              (a)  Acquire.  The term "Acquire" includes every type of
acquisition, whether effected by purchase, exchange, operation of law or
otherwise.
 
              (b)  Acting in Concert.  The term "Acting in Concert" means (i)
knowing participation in a joint activity or conscious parallel action towards
a common goal whether or not pursuant to an express agreement, or (ii) a
combination or pooling of voting or other interests in the securities of an
issuer for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or otherwise.
 
              (c)  Affiliate.  An "Affiliate" of, or a Person "affiliated
with," a specified Person, means a Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified.
 
              (d)  Associate.  The term "Associate" used to indicate a
relationship with any Person means:
 
                     (i)  Any corporation or organization (other than the
              Corporation or a Subsidiary of the Corporation), or any
              subsidiary or parent thereof, of which such Person is a director,
              officer or partner or is, directly or indirectly, the Beneficial
              Owner of 10% or more of any class of equity securities;
 
                     (ii)  Any trust or other estate in which such Person has a
              10% or greater beneficial interest or as to which such Person
              serves as trustee or in a similar fiduciary capacity, provided,
              however, such term shall not include any employee stock benefit
              plan of the Corporation or a Subsidiary of the Corporation in
              which such Person has a 10% or greater beneficial interest or
              serves as a trustee or in a similar fiduciary capacity;
 
                     (iii)  Any relative or spouse of such Person (or any
              relative of such spouse) who has the same home as such Person or
              who is a director or officer of the Corporation or a Subsidiary
              of the Corporation (or any subsidiary or parent thereof); or
 
                     (iv)  Any investment company registered under the
              Investment Company Act of 1940 for which such Person or any
              Affiliate or Associate of such Person serves as investment
              advisor.
 
              (e)  Beneficial Owner (including Beneficially Owned).  A Person
shall be considered the "Beneficial Owner" of any shares of stock (whether or
not owned of record):
 
 
 
 
 
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<PAGE>   7
                     (i)  With respect to which such Person or any Affiliate or
              Associate of such Person directly or indirectly has or shares (A)
              voting power, including the power to vote or to direct the voting
              of such shares of stock, and/or (B) investment power, including
              the power to dispose of or to direct the disposition of such
              shares of stock;
 
                     (ii)  Which such Person or any Affiliate or Associate of
              such Person has (A) the right to acquire (whether such right is
              exercisable immediately or only after the passage of time)
              pursuant to any agreement, arrangement or understanding or upon
              the exercise of conversion rights, exchange rights, warrants or
              options, or otherwise, and/or (B) the right to vote pursuant to
              any agreement, arrangement or understanding (whether such right
              is exercisable immediately or only after the passage of time); or
 
                     (iii)  Which are Beneficially Owned within the meaning of
              (i) or (ii) of this Article 12.A(e) by any other Person with
              which such first-mentioned Person or any of its Affiliates or
              Associates either (A) has any agreement, arrangement or
              understanding, written or oral, with respect to acquiring,
              holding, voting or disposing of any shares of stock of the
              Corporation or any Subsidiary of the Corporation or acquiring,
              holding or disposing of all or substantially all, or any
              Substantial Part, of the assets or business of the Corporation or
              a Subsidiary of the Corporation, or (B) is Acting in Concert.
              For the purpose only of determining whether a Person is the
              Beneficial Owner of a percentage specified in this Article 10 of
              the outstanding Voting Shares, such shares shall be deemed to
              include any Voting Shares 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 Article
              12.A(e), but shall not include any other Voting Shares which may
              be issuable in such manner.
 
              (f)  Offer.  The term "Offer" shall mean every offer to buy or
acquire, solicitation of an offer to sell, tender offer or request or
invitation for tender of, a security or interest in a security for value;
provided that the term "Offer" shall not include (i) inquiries directed solely
to the management of the Corporation and not intended to be communicated to
stockholders which are designed to elicit an indication of management's
receptivity to the basic structure of a potential acquisition with respect to
the amount of cash and or securities, manner of acquisition and formula for
determining price, or (ii) non-binding expressions of understanding or letters
of intent with the management of the Corporation regarding the basic structure
of a potential acquisition with respect to the amount of cash and or
securities, manner of acquisition and formula for determining price.
 
              (g)  Person.  The term "Person" shall mean any individual,
partnership, corporation, limited liability company, association, trust, group
or other entity.  When two
 
 
 
 
 
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or more Persons act as a partnership, limited partnership, syndicate,
association or other group for the purpose of acquiring, holding or disposing
of shares of stock, such partnership, syndicate, associate or group shall be
deemed a "Person."
 
              (h)  Substantial Part.  The term "Substantial Part" as used with
reference to the assets of the Corporation or of any Subsidiary means assets
having a value of more than 10% of the total consolidated assets of the
Corporation and its Subsidiaries as of the end of the Corporation's most recent
fiscal year ending prior to the time the determination is being made.
 
              (i)  Subsidiary.  "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Person in question.
 
              (j)  Voting Shares.  "Voting Shares" shall mean shares of the
Corporation entitled to vote generally in an election of directors.
 
              (k)  Certain Determinations With Respect to Article 12.  A
majority of the directors shall have the power to determine for the purposes of
this Article 12, on the basis of information known to them and acting in good
faith:  (i) the number of Voting Shares of which any Person is the Beneficial
Owner, (ii) whether a Person is an Affiliate or Associate of another Person,
(iii) whether a Person has an agreement, arrangement or understanding with
another as to the matters referred to in the definition of "Beneficial Owner"
as hereinabove defined, and (iv) such other matters with respect to which a
determination is required under this Article 12.  Any such determinations made
by the Board of Directors of the Corporation pursuant to this Article 12 shall
be conclusive and binding upon the Corporation and its stockholders.  In order
to carry out its responsibilities under this Article 12, the Board of Directors
shall have the right to demand that any person who is reasonably believed to be
the Beneficial Owner of Excess Shares shall supply the Corporation with
complete information as to (x) the record owners of all shares of equity
securities Beneficially Owned by such Person and (y) any other factual matter
relating to the applicability or effect of this Article 12 as may be reasonably
requested by the Board of Directors.
 
              (l)  Directors, Officers or Employees.  Directors, officers or
employees of the Corporation or any Subsidiary thereof shall not be deemed to
be a group with respect to their individual acquisitions of any class of equity
securities of the Corporation solely as a result of their capacities as such.
 
       B.     RESTRICTIONS.  Upon the effective date of the reorganization of
Staten Island Savings Bank (the "Bank") as a subsidiary of the Corporation, no
Person shall directly or indirectly Offer to Acquire or Acquire the Beneficial
Ownership of (i) more than 10% of the issued and outstanding shares of any
class of an equity security of the Corporation, or (ii) any securities
convertible into, or exercisable for, any equity securities of the Corporation
if, assuming conversion or exercise by such Person of all securities of which
 
 
 
 
 
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<PAGE>   9
such Person is the Beneficial Owner which are convertible into, or exercisable
for, such equity securities (but of no securities convertible into, or
exercisable for, such equity securities of which such Person is not the
Beneficial Owner), such Person would be the Beneficial Owner of more than 10%
of any class of an equity security of the Corporation.
 
       C.     EXCLUSIONS.  The foregoing restrictions shall not apply to (i)
any Offer with a view toward public resale made exclusively to the Corporation
by underwriters or a selling group acting on its behalf, (ii) any tax-qualified
employee benefit plan or arrangement established by the Corporation and any
trustee of such a plan or arrangement, and (iii) any other Offer or acquisition
approved in advance by the affirmative vote of two-thirds of the Corporation's
entire Board of Directors (including any vacancies).
 
       D.     REMEDIES.  In the event that shares are Acquired in violation of
this Article 12, all shares Beneficially Owned by any Person in excess of 10%
shall be considered "Excess Shares" and (i) shall not be counted as shares
entitled to vote and shall not be voted by any Person or counted as Voting
Shares in connection with any matters submitted to stockholders for a vote,
(ii) the Corporation is authorized to refuse to recognize a transfer or
attempted transfer of any shares of the Corporation's equity securities to any
Person who is the Beneficial Owner, or as the result of such transfer would
become the Beneficial Owner, of Excess Shares and (iii) the Board of Directors
may cause such Excess Shares to be transferred to an independent trustee for
sale on the open market or otherwise, with the expenses of such trustee to be
paid out of the proceeds of the sale.
 
       For purposes of ensuring compliance with Article 12.B, in the event any
partnership, corporation, limited liability company, association or trust is
deemed to Beneficially Own more than 5% of any class of the Corporation's
stock, either by itself or together with one or more other Persons who is an
Affiliate of or Acting in Concert with such entity or who is a member of any
group with such entity with respect to the Corporation's stock, then the
Corporation shall be entitled upon written request to such entity to receive
information regarding the name and address of, and the class and number of
shares of Corporation stock which are Beneficially Owned by, each partner in
such partnership, each director, executive officer and stockholder in such
corporation, each member in such limited liability company or association, and
each trustee and beneficiary of such trust, and in each case each Person
controlling such entity and each partner, director, executive officer,
stockholder, member or trustee of any entity which is ultimately in control of
such partnership, corporation, limited liability company, association or trust.
 
       E.  SEVERABILITY.  In the event any provision (or portion thereof) of
this Article 12 shall be found to be invalid, prohibited or unenforceable for
any reason, the remaining provisions (or portions thereof) of this Article 12
shall remain in full force and effect, and shall be construed as if such
invalid, prohibited or unenforceable provision had been stricken herefrom or
otherwise rendered inapplicable, it being the intent of this Corporation and
its stockholders that each such remaining provision (or portion thereof) of
this Article 12
 
 
 
 
 
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remain, to the fullest extent permitted by law, applicable and enforceable as
to all stockholders.
 
       ARTICLE 13.   AMENDMENT OF CERTIFICATE OF INCORPORATION AND BYLAWS.
 
       A.  CERTIFICATE OF INCORPORATION.  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 law, and all rights
conferred upon stockholders herein are granted subject to this reservation.  No
amendment, addition, alteration, change or repeal of this Certificate of
Incorporation shall be made unless it is first approved by the Board of
Directors of the Corporation pursuant to a resolution adopted by the
affirmative vote of a majority of the directors then in office, and is
thereafter approved by the holders of at least 80% of the Voting Shares (as
defined in Article 12 hereof and after giving effect to Article 12.D. hereof),
voting together as a single class, as well as such additional vote of the
Preferred Stock as may be required by the provisions of any series thereof.
Notwithstanding the preceding sentence, any amendment to this Certificate of
Incorporation recommended for adoption by at least two thirds of the entire
Board of Directors (including any vacancies) shall, to the extent the General
Corporation Law of the State of Delaware requires stockholder approval of such
amendment, require the affirmative vote of a majority of the Voting Shares (as
defined in Article 12 hereof and after giving effect to Article 12.D. hereof),
voting together as a single class, as well as such additional vote of the
Preferred Stock as may be required by the provisions of any series thereof.
 
       B.  BYLAWS.  The Board of Directors or stockholders may adopt, alter,
amend or repeal the Bylaws of the Corporation.  Such action by the Board of
Directors shall require the affirmative vote of a majority of the directors
then in office at any regular or special meeting of the Board of Directors.
Such action by the stockholders shall require the affirmative vote of at least
a majority of the Voting Shares (as defined in Article 12 hereof and after
giving effect to Article 12.D. hereof), as well as such additional vote of the
Preferred Stock as may be required by the provisions of any series thereof
provided, however, that the affirmative vote of at least 80% of the Voting
Shares (as defined in Article 12 hereof and after giving effect to Article
12.D.  hereof), voting together as a single class, as well as such additional
vote of the Preferred Stock as may be required by the provisions of any series
thereof, shall be required to amend, alter, change or repeal any provision of,
or adopt any provision inconsistent with, Sections 2.4, 2.14, 4.1, 4.2, 4.3,
4.4, 4.5 and 4.15 and Article VI of the Bylaws.
 
 
 
 
 
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       STATEN ISLAND SAVINGS BANK, being the sole Incorporator herein before
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does make this Certificate, hereby
declaring and certifying that this is the Incorporator's act and deed and that
the facts herein stated are true, and accordingly has caused this Certificate
to be signed on its behalf by the undersigned, thereunto duly authorized, on
the 24th day of July 1997.
 
                                     STATEN ISLAND SAVINGS BANK
 
 
 
                                     By: /s/ JAMES R. COYLE
                                         ------------------------------------
                                         Name:  James R. Coyle
                                         Title: President and
                                                  Chief Operating Officer