Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

DIME COMMUNITY BANCSHARES, INC.

UNDER SECTION 102 OF

THE GENERAL CORPORATION LAW

OF THE STATE OF DELAWARE

Adopted on December 11, 1995

Amended and Restated Effective November 14, 2003

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CERTIFICATE OF INCORPORATION

OF

DIME COMMUNITY BANCSHARES, INC.

THE UNDERSIGNED, for the purpose of forming a corporation pursuant to Section 102 of the General Corporation Law of the State of Delaware, does hereby certify that this Certificate of Incorporation of Dime Community Bancshares, Inc. was duly adopted in accordance with the provisions of Section 102 of the General Corporation Law of the State of Delaware, and further certifies as follows:

ARTICLE I

NAME

The name of the corporation is Dime Community Bancshares, Inc. (the "Corpora­tion").

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is Corpora­tion Trust Cen­ter, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

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 IV

CAPITAL STOCK

Section 1.  Shares, Classes and Series Authorized.  The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one hundred thirty-four million (134,000,000) shares, of which nine million (9,000,000) shares shall be preferred stock, par value one cent ($.01) per share (the "Pre­ferred Stock"), and one hundred twenty-five million (125,000,000) shares shall be com­mon stock, par value one cent ($.01) per share (the "Common Stock").  The Pre­ferred Stock and Common Stock are sometimes herein­after collectively re­ferred to as the "Capital Stock."  

Section 2.  Designations, Powers, Preferences, Rights, Qualifications, Limitations and Restrictions Relating to the Cap­ital Stock.  The following is a statement of the designa­tions, pow­ers, prefer­ences and rights in respect of the classes of the Cap­ital Stock, and the quali­fications, limitations or restric­tions there­of, and of the authori­ty with re­spect thereto express­ly vested in the Board of Directors of the Corpora­tion (the "Board of Directors"):  

(a)

Preferred Stock.  The Preferred Stock may be issued from time to time in one or more series, the number of shares and any designa­tion of each series and the powers, prefer­ences and rights of the shares of each series, and the qualifica­tions, lim­itations or restric­tions thereof, to be as stated and expressed in a resolution or resolu­tions providing for the issue of such series adopted by the Board of Directors, subject to the lim­ita­tions prescribed by law.  The Board of Directors in any such resolution or reso­lutions is expressly authorized to state for each such series:  

(i)  the voting powers, if any, of the holders of stock of such series in addition to any voting rights affirma­tively required by law;  

(ii)  the rights of shareholders in respect of divid­ends, includ­ing, without limitation, the rate or rates per annum and the time or times at which (or the formula or other method pursuant to which such rate or rates and such time or times may be deter­mined) and con­ditions upon which the holders of stock of such series shall be en­titled to receive divi­dends and other distribu­tions, and wheth­er any such dividends shall be cumulative or non­-cumula­tive and, if cumulative, the terms upon which such divi­dends shall be cumu­lative;  

(iii)  whether the stock of each such series shall be redeema­ble by the Corporation at the option of the Corpora­tion or the holder thereof, and, if redeemable, the terms and conditions upon which the stock of such se­ries may be redeemed;  

(iv)

the amount payable and the rights or preferences to which the holders of the stock of such series shall be entitled upon any voluntary or in­volun­tary liquidation, dissolu­tion or winding up of the Corporation;

(v)  the terms, if any, upon which shares of stock of such se­ries shall be convertible into, or exchangeable for, shares of stock of any other class or classes or of any other series of the same or any other class or classes, including the price or prices or the rate or rates of con­version or exchange and the terms of adjustment, if any; and

(vi)  any other designations, preferences, and relative, par­tici­pating, optional or other special rights, and qualifica­tions, limita­tions or restrictions thereof, so far as they are not incon­sistent with the provisions of this Certificate of Incorpo­ration and to the full extent now or hereafter per­mitted by the laws of the State of Delaware.  

All shares of the Preferred Stock of any one series shall be identical to 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, if cumulative, shall be cumulative.  

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 increase (but not above the total number of authorized shares of that class) 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 that they had prior to the adoption of the resolution originally fixing the number of shares constitut­ing such series.

(b)

Common Stock.  All shares of Common Stock shall be iden­tical to each other in every respect.  The shares of Common Stock shall enti­tle the holders thereof to one vote for each share on all matters on which shareholders have the right to vote.  The holders of Common Stock shall not be permitted to cu­mulate their votes for the election of directors.

Subject to the preferences, privileges and powers with re­spect to each class or series of Preferred Stock having any priority over the Common Stock, and the qualifications, limita­tions or restric­tions thereof, the hold­ers of the Common Stock shall have and possess all rights pertain­ing to the Capital Stock.

ARTICLE V

LIMITATION ON BENEFICIAL OWNERSHIP OF STOCK

Section 1.  Applicability of Article.  The provisions of this Article V shall become effective upon (i) the consumma­tion of the conversion of The Dime Savings Bank of Williamsburgh, a savings bank organized under the laws of the United States (the "Bank"), from a mutual to a stock savings bank, and (ii) the concurrent acquisi­tion by the Corpora­tion of all of the outstanding capital stock of the Bank (the "Effective Date").  All terms used in this Article V and not otherwise defined herein shall have the meanings ascribed to such terms in Section 3 of Article VIII, below.  

Section 2.  Prohibitions Relating to Beneficial Ownership of Voting Stock.  No Person (other than the Corpora­tion, any Subsidiary, or any pension, profit-sharing, stock bonus or other compensation plan maintained by the Corporation or by a member of a controlled group of corporations or trades or businesses of which the Corporation is a member for the benefit of the employees of the Corporation and/or any Subsidiary, or any trust or custodial arrangement established in connection with any such plan) shall directly or indi­­rect­ly acquire or hold the beneficial owner­ship of more than ten percent (10%) of the issued and out­standing Voting Stock of the Corporation.  Any Person so prohi­bited who directly or indirect­ly ac­quires or holds the benefi­cial owner­ship of more than ten percent (10%) of the issued and outstanding Voting Stock in violation of this Section 2 shall be subject to the provisions of Sections 3 and 4 of this Article V, below.  The Corporation is authorized to refuse to recognize a transfer or attempted transfer of any Voting Stock to any Person who beneficially owns, or who the Corporation believes would become by virtue of such transfer the beneficial owner of, more than ten percent (10%) of the Voting Stock.

Section 3.  Excess Shares.  If, notwithstanding the foregoing prohibition, a Person shall, voluntarily or involun­tarily, become or attempt to become the purported beneficial owner (the "Purported Owner") of shares of Voting Stock in excess of ten percent (10%) of the issued and outstanding shares of Voting Stock, the number of shares in excess of ten percent (10%) shall be deemed to be "Excess Shares," and the holder thereof shall be entitled to cast one hundredth (1/100) of one vote per share for each Excess Share.

The restrictions set forth in this Article V shall be noted conspicuously on all certificates evidencing ownership of Voting Stock.

Section 4.  Powers of the Board of Directors.

(a)

The Board of Directors may, to the extent per­mitted by law, from time to time establish, modify, amend or rescind, by Bylaw or otherwise, regulations and procedures not inconsistent with the express provisions of this Article V for the orderly applica­tion, administration and implemen­tation of the provisions of this Article V.  Such procedures and regulations shall be kept on file with the Secretary of the Corporation and with the Transfer Agent, shall be made available for inspection by the public and, upon request, shall be mailed to any holder of Voting Stock of the Corporation.

(b)

When it appears that a particular Person has become a Purported Owner of Excess Shares in violation of Section 2 of this Article V, or of the rules and regulations of the Board of Directors with respect to this Article V, and that the provi­sions of this Article V require application, interpretation, or construction, then a majority of the directors of the Corporation shall have the power and duty to interpret all of the terms and provi­sions of this Article V, and to determine on the basis of informa­tion known to them after reasonable inquiry all facts necessary to ascertain compliance with this Article V, including, without limitation, (i) the number of shares of Voting Stock beneficially owned by any Person or Purported Owner, (ii) whether a Person or Purported Owner is an Affiliate or Associate of, or is acting in concert with, any other Person or Purported Owner, (iii) whether a Person or Purported Owner has an agreement, arrange­ment or understand­ing with any other Person or Purported Owner as to the voting or disposi­tion of any shares of the Voting Stock, (iv) the applica­tion of any other defini­tion or operative provision of this Article V to the given facts, or (v) any other matter relating to the ap­plicability or effect of this Article V.

The Board of Directors shall have the right to demand that any Person who is reasonably believed to be a Purported Owner of Excess Shares (or who holds of record Voting Stock benefi­cially owned by any Person reasonably believed to be a Purported Owner in excess of such limit) supply the Corporation with complete information as to (i) the recor­d owner(s) of all shares of Voting Stock beneficially owned by such Person or Purported Owner and (ii) any other factual matter relating to the ap­plicabi­lity or effect of this Article V as may reasonably be requested of such Person or Purported Owner.

Any applications, interpretations, constructions or any other determinations made by the Board of Directors pursuant to this Article V, in good faith and on the basis of such informa­tion and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon the Corpora­tion and its shareholders and neither the Corporation nor any of its shareholders shall have the right to challenge any such construc­tion, application or determination.

Section 5.  Severability.  In the event any provision (or portion thereof) of this Article V shall be found to be invalid, prohibited or unenforce­able for any reason, the remain­ing provisions (or portions thereof) of this Article V 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 shareholders that each such remaining provision (or portion thereof) of this Article V remain, to the fullest extent per­mitted by law, applicable and enforceable as to all shareholders, including Purported Owners, if any, notwithstanding any such finding.

Section 6.  Exclusions.  This Article V shall not apply to (a) any offer or sale with a view towards pub­lic resale made exclusively by the Corporation to any underwriter or underwriters acting on behalf of the Corpora­tion, or to the selling group acting on such underwriter's or under­writers' behalf, in con­nec­tion with a pub­lic offering of the Common Stock; or (b) any reclassification of securities (including any reverse stock split), or recapitaliza­tion of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction or reorganization that does not have the effect, directly or indirectly, of changing the beneficial ownership interests of the Corporation's shareholders, other than pursuant to the exercise of any dissenters' appraisal rights, except as a result of immaterial changes due to fractional share adjustments, which changes do not exceed, in the aggregate, one percent (1%) of the issued and outstanding shares of such class of equity or convertible securities.

ARTICLE VI

BOARD OF DIRECTORS

Section 1.  Number of Directors.  The number of direc­tors of the Corpora­tion shall be as deter­mined only by resolution of the Board of Direc­tors, but shall not be less than five (5) nor more than fifteen (15).

Section 2.  Classification of Board.  Subject to the rights of any holders of any series of Preferred Stock that may be issued by the Corporation pursuant to a resolution or resolu­tions of the Board of Directors providing for such issuance and subject to the provisions hereof, the directors of the Corpora­tion shall be divided into three classes with respect to term of office, each class to con­tain, as near as may be pos­sible, one-third of the entire number of the Board, with the terms of office of one class expiring each successive year.  One class of directors shall be initially elected for a term expiring at the annual meeting of shareholders to be held in 1996, another class shall be initially elected for a term expiring at the annual meeting of shareholders to be held in 1997, and another class shall be initially elected for a term expiring at the annual meeting of shareholders to be held in 1998.  At each annual meeting of shareholders, the successors to the class of directors (other than directors elected by holders of shares of one or more series of Preferred Stock) whose term ex­pires at that time shall be elected by the shareholders to serve until the annual meeting of share­holders held three years next following and until their succes­sors shall be elected and qualified.

In the event of any intervening changes in the author­ized num­ber of directors (other than directors elected by holders of shares of one or more series of Preferred Stock), only the Board of Directors shall designate the class or classes to which the increases or decreases in directorships shall be apportioned in order more nearly to achieve equality of number of directors among the classes; provided, however, that no such apportionment or redesignation shall shorten the term of any incumbent director.  

Unless and to the extent that the Bylaws so provide, elections of directors need not be by written ballot.

Section 3.  Vacancies.  Subject to the limitations prescribed by law and this Certificate of Incorporation, all vacancies in the office of director, including vacancies created by newly created directorships resulting from an increase in the number of directors (subject to the provisions of Article VI, Section 5 hereof relating to directors elected by holders of one or more series of Preferred Stock), shall be filled only by a vote of a majority of the directors then holding office, whether or not a quorum, and any director so elected shall serve for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until his successor shall be elected and qualified.  

Section 4.  Removal of Directors.  Any or all of the directors (subject to the provisions of Article VI, Section 5 hereof relating to directors elected by holders of shares of one or more series of Preferred Stock) may be removed at any time, but on­ly for cause, and any such removal shall require the vote, in addition to any vote required by law, of not less than eighty per­cent (80%) of the to­tal votes eligible to be cast by the holders of all out­standing shares of Capi­tal Stock entitled to vote gen­erally in the election of directors at a meeting of shareholders expressly called for that pur­pose.  For purposes of this Section 4, conduct worthy of removal for "cause" shall include (a) conduct as a director of the Corporation or any subsidiary of the Corporation, which conduct involves willful material misconduct, breach of fiduciary duty involving personal pecuniary gain or gross negligence in the performance of duties, (b) con­duct, whether or not as a director of the Corpora­tion or a subsidiary of the Corporation, which conduct involves dishones­ty or breach of fiduciary duty and is punishable by imprisonment for a term exceed­ing one year under state or federal law or (c) removal of such person from the Board of Directors of the Bank, if such person is so serving, in accordance with the Federal Stock Charter and Bylaws of the Bank.  

Section 5.  Directors Elected by Preferred Shareholders.  Notwithstanding anything set forth in these Bylaws to the contrary, the qualifications, term of office and provisions governing vacancies, removal and other matters pertaining to directors elected by holders of one or more series of Preferred Stock shall be as set forth in a resolution or resolutions adopted by the Board of Directors setting forth the designations, preferences and rights relating to any such series of Preferred Stock pursuant to Article IV, Section 2 hereof.

Section 6.  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, shall, 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, and the ef­fects on the communities in which the Corporation's and its subsidiaries' facilities are located.  

Section 7.  Power to Call Special Meeting of Shareholders.  Special meetings of shareholders, for any purpose, may be called at any time only by resolution of at least three-fourths of the Directors of the Corporation then in office or by the Chairman of the Board.  At a special meeting, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of meeting prescribed by the Bylaws of the Corporation.

ARTICLE VII

ACTION BY SHAREHOLDERS WITHOUT A MEETING

Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Certificate of Incorporation relating to the rights of holders of any series of Preferred Stock, no action that is required or permitted to be taken by the shareholders of the Corporation at any annual or special meeting of shareholders may be effected by written consent of stockholders in lieu of a meeting of shareholders.

ARTICLE VIII

CERTAIN BUSINESS COMBINATIONS

Section 1.  Higher Vote Required for Certain Business Combinations.  In addition to any affirmative vote required by law, by this Cer­tifi­cate of Incorporation, or by the provisions of any series of Preferred Stock that may at the time be out­stand­ing, and except as otherwise ex­pressly provided for in Section 2 of this Article VIII, any Busi­ness Combi­nation, as hereinafter defined, shall re­quire the af­firmative vote of not less than eighty percent (80%) (to the extent permitted by law, but in no event less than two-thirds) of the to­tal number of votes eligi­ble to be cast by the holders of all outstanding shares of Voting Stock, voting together as a single class (it being un­der­stood that for purposes of this Article VIII each share of the Voting Stock shall have the number of votes granted to it pursu­ant to Article IV and Article V of this Cer­tificate of Incorpora­tion or in any resolution or resolutions of the Board of Directors for issuance of shares of Preferred Stock), together (to the extent permitted by law) with the affir­mative vote of at least fifty percent (50%) of the total number of votes eligi­ble to be cast by the holders of all out­­standing shares of the Voting Stock not beneficially owned by the Inter­ested Shareholder involved or any Affili­ate or Asso­ciate thereof, 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 in any agreement with any national secu­rities exchange or other­wise.

Section 2.  When Higher Vote is Not Required.  The provisions of Section 1 of this Article VIII shall not be appli­cable to any particular Business Combination, and such Business Combina­tion shall require only such affirmative vote as is required by law or any other provision of this Certif­icate of Incorporation, if the Business Combi­nation shall have been ap­proved by a majority of the Disinterested Direc­tors then in office or if all of the conditions specified in the follow­ing sub­sections (a) through (g) are met:

(a)

The aggregate amount of the cash and the Fair Mar­ket Val­ue as of the Consummation Date of consideration other than cash to be re­ceived per share by holders of Common Stock in such Business Combina­tion shall be at least equal to the higher of the following:

(i)  (if applicable) the highest per share price (in­cluding any brokerage commissions, transfer taxes, solic­iting dealers' fees, dealer-management compensation, and other expenses, including, but not limited to, costs of newspaper advertisements, printing expenses and attorneys' fees) paid by the Interested Shareholder for any shares of Common Stock acquired by it (A) within the two year peri­od immediately prior to the An­nouncement Date, or (B) in the trans­action in which it became an Interested Shareholder, whichever is higher, plus interest compound­ed annually from the Determination Date through the Consumma­tion Date at the prime rate of interest of Citibank, N.A. (or other major bank headquartered in New York City selected by a majority of the Disinterested Directors then in office) from time to time in effect in New York City, less the ag­gregate amount of any cash dividends paid and the Fair Mar­ket Value of any dividends paid, other than in cash, per share of Common Stock from the Determination Date through the Consumma­tion Date in an amount up to but not exceeding the amount of such interest payable per share of Common Stock; or

(ii)  the Fair Market Value per share of Common Stock on the Announcement Date or on the Determination Date, which­ever is high­er.

(b)

The aggregate amount of the cash and the Fair Mar­ket Val­ue as of the Consummation Date of consideration other than cash to be re­ceived per share by holders of shares of any class or series of outstanding Voting Stock, other than Common Stock, in such Business Combination shall be at least equal to the highest of the following (such requirement being applica­ble to each such class or series of outstanding Voting Stock, wheth­er or not the In­terested Shareholder has previously acquired any shares of such class or series of Voting Stock):

(i)  (if applicable) the highest per share price (in­cluding any brokerage commissions, transfer taxes, solic­iting dealers' fees, dealer-management compensation, and other expenses, including, but not limited to, costs of newspaper advertisements, printing expenses and attorneys' fees) paid by the Interested Shareholder for any shares of such class or series of Voting Stock acquired by it (A) within the two year period imme­diate­ly prior to the An­nouncement Date, or (B) in the transaction in which it be­came an Interested Shareholder, whichever is higher, plus interest compounded annually from the De­termination Date through the Consumma­tion Date at the prime rate of interest of Citibank, N.A. (or other major bank headquartered in New York City selected by a ma­jority of the Disinterested Direc­tors then in office) from time to time in effect in New York City, less the ag­gregate amount of any cash dividends paid, and the Fair Market Val­ue of any dividends paid oth­er than in cash, per share of such class or series of Voting Stock from the Determination Date through the Consumma­tion Date in an amount up to but not exceeding the amount of such interest payable per share of such class or series of Voting Stock;

(ii)  (if applicable) the highest preferential amount per share to which the holders of shares of such class or series of Voting Stock are entitled in the event of any volun­tary or involuntary liquidation, dissolution or winding up of the Corporation; or

(iii)  the Fair Market Value per share of such class or series of Voting Stock on the Announcement Date or on the Determina­tion Date, which­ever is higher.

(c)

The consideration to be received by holders of any partic­ular class or series of outstanding Voting Stock (including Common Stock) in such Busi­ness Combination shall be in cash or in the same form as the Interest­ed Shareholder has previously paid for shares of such class or series of Voting Stock.  If the Inter­ested Share­holder has paid for shares of any class or series of Voting Stock with varying forms of consideration, the form of consideration for such class or series of Voting Stock in such Business Combination shall be either cash or the form used to ac­quire the largest number of shares of such class or series of Vot­ing Stock previous­ly ac­quired by it.

(d)

The holders of all outstanding shares of Voting Stock not beneficially owned by the Interested Shareholder imme­diately prior to the Consummation Date shall be entitled to receive in such Business Combina­tion cash or other consideration for their shares in compliance with sub­sec­tions (a), (b) and (c) of this Section 2.

(e)

After the Determination Date and prior to the Con­summa­tion Date:

(i)  except as approved by a majority of the Disinter­ested Direc­tors then in office, there shall have been no failure to de­clare and pay, or set aside for payment, at the regular date therefor any full quarterly divi­dends (wheth­er or not cumulative) on any outstanding Preferred Stock;

(ii)  there shall have been (A) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to re­flect any subdivision of the Common Stock), except as ap­proved by a majority of the Disinterested Direc­tors then in office, and (B) an in­crease in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reor­ganization or any similar transaction that has the effect of re­ducing the number of outstanding shares of the Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Disinterested Directors then in office; and

(iii)  such Interested Shareholder shall not have be­come the ben­eficial owner of any additional shares of Voting Stock except (a) as part of the transaction that results in such Interested Shareholder be­coming an Interested Sharehol­der, (b) as the result of a stock divi­dend paid by the Corporation or (c) upon the exercise or conversion of securities of the Corporation issued pro rata to all holders of Common Stock which are exercisable for or convertible into shares of Voting Stock.

(f)

After the Determination Date, the Interested Shareholder shall not have received the benefit, directly or in­directly (except pro­por­tionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assis­tance or any tax credits or other tax ad­vantages provided by or through the Corporation or an Affiliate of the Corporation, whether in anticipa­tion of or in connec­tion with such Business Combination or otherwise.

(g)

A proxy or information statement describing the pro­posed Business Combination in accordance with the requirements of the Securities Exchange Act of 1934, as amended, whether or not the Cor­po­ration is then subject to such requirements, and the rules and regu­lations thereunder (or any subsequent provisions replac­ing such Act, rules or regulations) shall be mailed to shareholders of the Cor­poration at least thirty (30) days prior to the consummation of such Business Combination (wheth­er or not such proxy or information state­ment is required to be mailed pursuant to such Act or subsequent pro­visions).  The first page of such proxy or in­formation statement shall prominently display the rec­ommenda­tion, if any, that a majority of the Dis­interested Direc­tors then in office may choose to make to the holders of Voting Stock regarding the proposed Business Com­bina­tion.  Such proxy or information statement shall also con­tain, if a ma­jority of the Disinterested Directors then in office so re­quests, an opinion of a repu­table investment banking firm (which firm shall be engaged solely on behalf of the shareholders of the Corpora­tion other than the Interested Shareholder and shall be selected by a majori­ty of the Disinterested Direc­tors then in of­fice, fur­nished­ with all in­formation it reasonably requests, and paid a rea­sonable fee for its ser­vices by the Cor­poration upon the Cor­poration's re­ceipt of such opin­ion) as to the fairness (or lack of fairness) of the terms of the pro­posed Business Combination from the point of view of the holders of Voting Stock other than the Interested Shareholder.

Section 3.  Definitions.  For purposes of this Article VIII, the following terms shall have the following meanings:

(a)

"Affiliate" and "Associate" shall have the respec­tive mean­ings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on the date of filing by the Secretary of State of the State of Delaware of this Certificate of In­corpo­ration,­ whether or not the Corporation was then subject to such rule.

(b)

"Announcement Date" shall mean the date of the first public announcement of the proposal of the Business Combi­nation.

(c)

A Person shall be deemed the "beneficial owner," or to have "beneficial ownership," of any shares of Voting Stock that:

(i)  such Person or any of its Affiliates or As­sociates beneficially owns, directly or indirectly; or

(ii)  such Person or any or its Affili­ates or As­sociates, directly or indirectly, 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 (but a Person shall not be deemed to be the beneficial owner of any Voting Stock solely by reason of an agree­ment, arrange­ment or understanding with the Corporation to effect a Business Combination) or upon the exercise of conversion rights, ex­change rights, warrants or options, or other­wise, or (B) the right to vote, or to direct the vote of, pursuant to any agreement, ar­rangement or under­standing; or

(iii)  is beneficially owned, di­rectly or indi­rectly, by any other Person with which such first mentioned Person or any of its Af­filiates or Associates has any agree­ment, arrangement or un­derstand­ing for the purpose of ac­quiring, holding, voting or dis­pos­ing of any shares of Vot­ing Stock;

provided, however, that no director or offi­cer of the Corporation (nor any Affiliate or Associate of any such director or officer) (y) shall, solely by reason of any or all of such di­rectors or officers acting in their capaci­ties as such, be deemed, for any pur­poses hereof, to benefi­cially own any Vot­ing Stock of the Corporation beneficially owned by any other such director or officer (or any Affili­ate or Associate there­of) or (z) shall be deemed to beneficially own any Voting Stock of the Corporation owned by any pension, profit-sharing, stock bonus or other compensation plan maintained by the Corporation or by a member of a controlled group of corporations or trades or businesses of which the corporation is a member for the benefit of employees of the Corporation and/or any Subsidiary, or any trust or custodial arrangement established in connection with any such plan, not specifically allocated to such Person's personal account.

(d)

The term "Business Combination" shall mean any transac­tion that is referred to in any one or more of the fol­lowing para­graphs (i) through (vi):

(i)  any merger or consolidation of the Corporation or any Sub­sidiary (other than a merger pursuant to Section 253 of the General Corporation Law of the State of Delaware) with (A) any Inter­ested Shareholder, or (B) any other entity (whether or not such other entity is itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate or Associate of any Interested Sharehold­er; or

(ii)  any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a se­ries of transac­tions) to or with any Interested Shareholder or any Affiliate or Associate of any In­terested Shareholder of any assets of the Cor­pora­tion or any Sub­sidiary having an aggregate Fair Market Value equal to five per­cent (5%) or more of the total assets of the Corporation or the Sub­sidiary in question, as of the end of its most recent fiscal year ending prior to the time the de­termination is being made; or

(iii)  the issuance or transfer by the Corporation or any Subsid­iary (in one transaction or a series of transac­tions) of any securities of the Corporation or any Subsidi­ary to any Interested Shareholder or any Affiliate or Asso­ciate of any Interested Shareholder other than (A) on a pro rata basis to all holders of Voting Stock, (B) in connection with the exercise or conversion of secu­rities issued pro rata that are exer­cisable for, or convertible in­to, securities of the Corpora­tion or any Subsidiary of the Corporation or (C) the issuance or transfer of such securities having an aggregate Fair Market Value equal to less than one percent (1%) of the aggregate Fair Market Value of all of the outstanding Capital Stock; or

(iv)  the adoption of any plan or proposal for the liq­uidation or dissolution of the Corporation proposed by or on behalf of any Inter­ested Shareholder or any Affiliate or Associate of any Inter­ested Shareholder; or

(v)  any reclassification of securities (including any reverse stock split), or recapitalization of the Corpora­tion, or any merger or consolidation of the Corpora­tion with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an In­terested Shareholder) which has the effect, directly or in­direct­ly, of increasing the proportionate share of the out­standing shares of any class or series of equity or convertible secu­rities of the Cor­poration or any Subsidiary that is direct­ly or indirectly owned by any Interested Shareholder or any Affiliate or As­sociate of any Interested Sharehold­er, except as a result of immaterial changes due to fractional share adjustments, which changes do not exceed, in the aggregate, 1% of the issued and outstanding shares of such class or series of equity or convertible securities; or

(vi)  the acquisition by the Corporation or a Subsidiary of any securities of an Interested Shareholder or its Affiliates or Associates.

(e)

"Consummation Date" shall mean the date of the consum­ma­tion of the Business Combination.

(f)

"Determination Date" shall mean the date on which the In­terested Shareholder became an Interested Shareholder.

(g)

"Disinterested Director" shall mean any member of the Board of Directors of the Corporation who is not an Affiliate or Associate of, or otherwise affiliated with, the In­ter­ested Shareholder and who either was a member of the Board of Di­rectors prior to the Determination Date, or was recom­mended for elec­tion by a ma­jority of the Disinterested Di­rectors in office at the time such director was nominated for election.  If there is no Interested Shareholder, each member of the Board of Directors shall be a Disinterested Director.

(h)

"Fair Market Value" shall mean (i) in the case of stock, the highest closing price during the 30-day period immedi­ately­­ preced­ing the date in question of a share of such stock on the Composite Tape for New York Stock Exchange listed stocks, or, if such stock is not quoted on the Composite Tape, the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities ex­change registered under the Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the Nasdaq Stock Market or any system then in use, or if no such quotation is available, the fair mar­ket value on the date in question of a share of such stock as determined in good faith by a majority of the Disinterested Directors then in office, in each case with respect to any class of stock, appropriately adjusted for any dividend or distribution in shares of such stock or any stock split or reclassification of out­standing shares of such stock into a greater number of shares of such stock or any combi­nation or reclassification of outstand­ing shares of such stock into a smaller number of shares of such stock; and (ii) in the case of property other than cash or stock, the fair market val­ue of such property on the date in question as determined in good faith by a majority of the Disinterested Directors then in of­fice.

(i)

References to "highest per share price" shall in each case with respect to any class of stock reflect an appropri­ate adjust­ment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassi­fication of outstand­ing shares of such stock into a smaller number of shares of such stock.

(j)

"Interested Shareholder" shall mean any Person (other than the Corporation, any Subsidiary, or any pension, profit-sharing, stock bonus or other compensation or employee benefit plan maintained by the Corporation or by a member of a controlled group of corporations or trades or businesses of which the corporation is a member for the benefit of em­ployees of the Corporation and/or any Sub­sidiary, or any trust or custodial arrangement established in connection with any such plan) who or which:

(i)  is the beneficial owner of ten percent (10%) or more of the Vot­ing Stock; or

(ii)  is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of ten percent (10%) or more of the then out­standing Voting Stock; or

(iii)  is an assignee of or has otherwise succeeded to any shares of Voting Stock that were at any time within the two-year period immediately prior to the date in question beneficially owned by any other Interested Shareholder, if such assignment or suc­cession shall have occurred in the course of a transaction or series of transactions not in­volving a public offering within the meaning of the Securi­ties Act of 1933, as amended, and not executed on any exchange or in the over-the-counter market through a registered broker or dealer.

In determining whether a Person is an Interested Shareholder pursuant to this subsection (j), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through ap­plication of subsection (c) of this Section 3 but shall not include any other shares of Voting Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conver­sion rights, warrants or options, or otherwise.

(k)

"Person" shall mean any corpora­tion, partnership, trust, unincorporated organization or association, syndicate, any other entity or a natural person, together with any Affiliate or Associate of such person or any other person acting in concert with such person.

(l)

"Subsidiary" shall mean any corporation or entity of which a ma­jority of any class or series of equity securities is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Interested Shareholder set forth in subsection (j) of this Section 3, the term "Sub­sidiary" shall mean only a corporation or entity of which a majority of each class or series of outstanding vot­ing securities is owned, directly or indi­rectly, by the Corpora­tion.  

(m)

"Voting Stock" shall mean all of the outstanding shares of Capital Stock entitled to vote generally in the elec­tion of directors.

Section 4.  Powers of the Disinterested Directors.   When it appears that a particular Person may be an In­terested Shareholder and that the provisions of this Article VIII need to be ap­plied or interpreted, then a majority of the direc­tors of the Corporation who would qualify as Disinterested Direc­tors shall have the power and duty to interpret all of the terms and provisions of this Article VIII, and to deter­mine on the basis of information known to them after rea­sonable inquiry of all facts necessary to ascertain compliance with this Ar­ticle VIII, includ­ing, without limitation, (a) whether a Person is an In­terested Shareholder, (b) the number of shares of Voting Stock benefi­cial­ly owned by any Person, (c) whether a Person is an Affiliate or As­sociate of another, (d) the Fair Market Value of (i) the assets that are the sub­ject of any Business Combination, (ii) the se­curities to be issued or trans­ferred by the Corporation or any Subsidiary in any Busi­ness Combination, (iii) the consideration other than cash to be received by holders of shares of any class or series of Common Stock or Voting Stock other than Common Stock in any Business Combination, (iv) the outstanding Capital Stock, or (v) any other item the Fair Market Value of which requires determina­tion pursuant to this Article VIII, and (e) whether all of the applicable condi­tions set forth in Section 2 of this Article VIII have been met with respect to any Business Combina­tion.

Any constructions, applications, or determinations made by the Board of Directors or the Disinterested Directors pursuant to this Article VIII, in good faith and on the basis of such information and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon the Corporation and its shareholders, and neither the Corporation nor any of its shareholders shall have the right to challenge any such construction, application or determination.

Section 5.  Effect on Fiduciary Obligations of Inter­ested Shareholders.  Nothing contained in this Article VIII shall be con­strued to re­lieve any Interested Shareholder from any fiduciary obligations im­posed by law.

Section 6.  Amendment, Repeal, Etc.  Not­withstanding any other provisions of this Certifi­cate of In­cor­poration or the Bylaws (and notwithstanding the fact that a lesser per­centage may be specified by law, this Cer­tificate of Incorporation or the Bylaws of the Corporation), in addition to any affirmative vote required by applicable law and any voting rights granted to or held by holders of Pre­ferred Stock, any amendment, alteration, repeal or rescission of any pro­vision of this Article VIII must also be approved by either (i) a majority of the Disin­terested Directors, or (ii) the affirma­tive vote of not less than eighty percent (80%) of the total number of votes eligi­ble to be cast by the holders of all out­standing shares of the Voting Stock, vot­ing together as a sin­gle class, to­gether with the affirmative vote of not less than fifty per­cent (50%) of the total number of votes eligible to be cast by the hold­ers of all outstand­ing shares of the Voting Stock not ben­eficially owned by any Interested Shareholder or Affil­iate or Associate thereof, vot­ing togeth­er as a single class.

ARTICLE IX

LIMITATION OF DIRECTOR LIABILITY

A director of the Corporation shall not be person­ally liable to the Corporation or its shareholders for monetary damages for breach of fi­duciary duty as a director, except to the extent such exemption from lia­bility or limitation thereof is expressly prohibited by the General Cor­poration Law of the State of Delaware as the same exists or may here­after be amended.

Any amendment, termination or repeal of this Article IX or any provisions hereof shall not adverse­ly affect or diminish in any way any right or protection of a di­rector of the Corpora­tion existing with respect to any act or omission occurr­ing prior to the time of the final adoption of such amendment, termination or re­peal.

In addition to any requirements of law or of any other provi­sions of this Certificate of Incorporation, the affirmative vote of the holders of not less than eighty percent (80%) of the total number of votes eligible to be cast by the hold­ers of all outstanding shares of Capital Stock entitled to vote there­on shall be re­quired to amend, alter, rescind or repeal any provi­sion of this Arti­cle IX.

ARTICLE X

INDEMNIFICATION

Section 1.  Actions, Suits or Proceedings Other than by or in the Right of the Corporation.  To the fullest extent per­mitted by the General Corpora­tion Law of the State of Dela­ware, the Corporation shall indem­nify any person who is or was or has agreed to become a director or officer of the Corporation who was or is made a party to or is threatened to be made a party to 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 is or was or has agreed to be­come a director or officer of the Corpora­tion, or by reason of any action alleged to have been taken or omitted in such capaci­ty, and the Corpora­tion may indemnify any other person who is or was or has agreed to become an employee or agent of the Corporation who was or is made a party to or is threatened to be made a party to 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 is or was or has agreed to become an employee or agent of the Corporation, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (in­cluding attorneys' fees), judgments, fines and amounts paid in settlement actu­ally and rea­sonably incurred by him or her or on his or her be­half in connec­tion with such action, suit or pro­ceeding and any appeal there­from, if he or she 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.  The termi­na­tion of any ac­tion, suit or pro­ceeding by judgment, order, set­tlement or 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.  Notwith­standing any­thing contained in this Article X, the Cor­poration shall not be obligat­ed to indemnify any director or officer in connection with an action, suit or proceed­ing, or part thereof, initiated by such person against the Corpo­ration unless such action, suit or proceeding, or part thereof, was authori­zed or consent­ed to by the Board of Directors.

Section 2.  Actions or Suits by or in the Right of the Corporation.  To the fullest extent permitted by the General Corpora­tion Law of the State of Delaware, the Corporation shall indem­nify any person who is or was or has agreed to become a director or officer of the Corporation who was or is a party or is threatened to be made a party to 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 is or was or has agreed to become a director or of­fi­cer of the Cor­po­ration, or by rea­son of any action alleged to have been taken or omitted in such capaci­ty, and the Corporation may indemnify any other person who is or was or has agreed to become an employee or agent of the Corporation who was or is made a party or is threatened to be made a party to 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 is or was or has agreed to become an employee or agent of the Corporation, or by reason of any ac­tion alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys' fees) actual­ly and rea­sonably in­curred by him or her or on his or her behalf in con­nec­tion with the de­fense or settle­ment of such action or suit and any ap­peal therefrom, if he or she 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 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 any­thing con­tained in this Article X, the Corpo­ration shall not be ob­ligat­ed to indemnify any director or officer in connec­tion with an action or suit, or part thereof, initiated by such person against the Corpo­ration unless such action or suit, or part thereof, was authori­zed or consent­ed to by the Board of Directors.

Section 3.  Indemnification for Costs, Charges and Expenses of a Successful Party.  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 Section 1 or 2 of this Ar­ti­cle X, 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.

Section 4.  Indemnification for Expenses of a Witness.  To the extent that any person who is or was or has agreed to become a director or officer of the Corporation is made a witness to any ac­tion, suit or pro­ceeding to which he or she is not a party by reason of the fact that he or she was, is or has agreed to become a direc­tor or of­ficer of the Corpora­tion, or is or was serving or has agreed to serve as a director, officer, employee or agent of another corporation, partnership, joint ven­ture, trust or other enterprise, at the written request of the Cor­poration, such person shall be indem­nified against all costs, charges and ex­penses actual­ly and reason­ably incurred by such person or on such person's be­half in connec­tion therewith.

To the extent that any person who is or was or has agreed to become an employee or agent of the Corporation is made a witness to any ac­tion, suit or pro­ceeding to which he or she is not a party by reason of the fact that he or she was, is or has agreed to become an employee or agent of the Corpora­tion, or is or was serving or has agreed to serve as a director, officer, employee or agent of another corporation, partnership, joint ven­ture, trust or other enterprise, at the written request of the Cor­poration, such person may be indem­nified against all costs, charges and ex­penses actual­ly and reason­ably incurred by such person or on such person's be­half in connec­tion therewith.

Section 5.  Determination of Right to Indemnification.  Any indemnification under Section 1 or 2 of this Ar­ticle X (un­less ordered by a court) shall be made, if at all, by the Corporation only as author­ized in the specific case upon a de­termi­nation that indemnification of the director, officer, employee or agent is proper under the circumstances be­cause he or she has met the applica­ble standard of conduct set forth in Section 1 or 2 of this Article X.  Any in­demnification un­der Section 4 of this Article X (unless ordered by a court) shall be made, if at all, by the Corporation only as au­thorized in the specific case upon a determination that in­demnification of the direc­tor, officer, employee or agent is proper un­der the circum­stanc­es.  Such determinations shall be made by (a) a majority vote of directors who were not par­ties to such action, suit or proceed­ing even though less than a quorum of the Board of Directors, or (b) if there are no such directors, or if such directors so direct, by independent counsel in a written opinion or (c) by the shareholders of the Corporation. To ob­tain in­­dem­ni­fication under this Article X, any person re­ferred to in Section 1, 2, 3 or 4 of this Article X shall submit to the Corpo­ration a written re­quest, including there­with such documents as are reason­ably available to such person and are rea­son­ably nec­es­sary to de­ter­mine whether and to what extent such person is enti­tled to indemni­fica­tion.

Section 6.  Advancement of Costs, Charges and Ex­penses.  Costs, charges and expenses (including attorneys' fees) in­curred by or on behalf of a director or officer in defending a civil or criminal ac­tion, suit or proceeding referred to in Section 1 or 2 of this Article X shall be paid by the Corpora­tion in ad­vance of the final disposition of such action, suit or proceed­ing; pro­vid­ed, however, that the payment of such costs, charges and expenses incurred by or on behalf of a direc­tor or of­ficer in ad­vance of the final disposition of such action, suit or proceeding shall be made only upon receipt of a written under­taking by or on behalf of the direc­tor or officer to repay all amounts so advanced in the event that it shall ul­timately be deter­mined that such director or of­ficer is not enti­tled to be indemni­fied by the Cor­poration as authorized in this Article X or by law.  No security shall be required for such un­der­taking and such un­dertak­ing shall be accepted without refer­ence to the re­cipient's financial ability to make repayment.  The majority of the direc­tors who were not parties to such ac­tion, suit or pro­ceeding may, upon ap­proval of such director or officer of the Corpora­tion, 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.

Section 7.  Procedure for Indemnification.  Any indem­nification under Section 1, 2, 3 or 4 of this Article X or ad­vance­ment of costs, charges and expenses under Section 6 of this Ar­ticle X shall be made promptly, and in any event within sixty (60) days (except indemnifi­cation to be determined by sharehol­ders which will be determined at the next annual meeting of shareholders), upon the written request of the di­rector or officer.  The right to indemni­fication or ad­vancement of expenses as granted by this Article X shall be enforceable by the direc­tor, officer, employee or agent in any court of compe­tent ju­risdiction, if the Corporation denies such re­quest, in whole or in part, or if no disposition of such request is made within sixty (60) days of the re­quest.  Such person's costs, charg­es and ex­pens­es in­curred in connection with successfully estab­lishing his or her right to in­demnification or ad­vanc­ement, to the extent successful, 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 ad­vancement of costs, charges and expenses under Section 6 of this Article X 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 Sec­tion 1 or 2 of this Article X, but the burden of proving such de­fense shall be on the Cor­poration.  Nei­ther the failure of the Corporation (including its directors, its in­depen­dent legal counsel and its shareholders) to have made a determi­nation prior to the commence­ment of such ac­tion that in­demnifica­tion of the claimant is proper in the circumstances be­cause he or she has met the applicable standard of conduct set forth in Sec­tion 1 or 2 of this Article X, nor the fact that there has been an actual determi­n­ation by the Corporation (including its directors, its indepen­dent legal counsel and its shareholders) 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.

Section 8.  Settlement.  The Corporation shall not be obligated to reimburse the costs, charges and expenses of any settlement to which it has not agreed.  If in any action, suit or pro­ceeding (including any appeal) within the scope of Section 1 or 2 of this Article X, the person to be indem­nified shall have unreasonably failed to enter into a set­tlement thereof offered or assented to by the opposing par­ty or parties in such action, suit or proceeding, then, notwithstand­ing any other provision of this Article X, the indemnifica­tion ob­liga­tion of the Corporation to such person in connection with such action, suit or pro­ceeding shall not exceed the total of the amount at which settlement could have been made and the expenses incurred by or on behalf of such person prior to the time such settlement could rea­sonably have been effected.

Section 9.  Other Rights; Continuation of Right to Indemnification; Individual Contracts.  The indemnification and advancement of costs, charges and ex­penses provided by or granted pursuant to this Article X shall not be deemed exclusive of any other rights to which those persons seeking in­demnification or advancement of costs, charges and expenses may be enti­tled under law (common or statutory) or any Bylaw, agreement, policy of indemnification insurance or vote of shareholders or directors or otherwise, both as to action in his or her official ca­paci­ty and as to ac­tion in any other capacity while holding office, and shall con­tinue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the ben­efit of the legatees, heirs, distributees, executors and ad­ministra­tors of such person.  Nothing contained in this Article X shall be deemed to prohibit the Corporation from entering into, and the Corpora­tion is specifi­cally author­ized to enter into, agreements with directors, officers, employees and agents pro­viding indem­nifi­cation rights and pro­ce­dures different from those set forth here­in.  All rights to indem­nification under this Arti­cle X shall be deemed to be a contract be­tween the Cor­pora­tion and each director, offi­cer, em­ployee or agent of the Corpo­ration who serves or served in such capacity at any time while this Article X is in effect.

Section 10.  Savings Clause.  If this Article X or any portion shall be invalidat­ed on any ground by any court of competent jurisdiction, the Cor­po­ra­tion shall nev­ertheless indemnify each director or officer, and may indemnify each em­ployee or agent, of the Corpo­ration as to any costs, charges, ex­penses (including attorneys' fees), judgments, fines and amounts 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 X that shall not have been invalidated and to the full ex­tent per­mitted by appli­cable law.

Section 11.  Insurance.  The Corporation may purchase and maintain insurance, at its ex­pense, to protect itself and any person who is or was a director, of­ficer, employee or agent of the Corporation against any costs, charges or expen­ses, liability or loss in­curred by such person in any such capacity, or arising out of his status as such, whether or not the Cor­poration would have the power to indemnify such person against such costs, charges or ex­penses, liability or loss under the Certif­icate of Incorpora­tion or applicable law; provided, however, that such in­surance is available on acceptable terms as determined by a vote of a ma­jor­ity of the Board.  To the extent that any director, offi­cer, em­ployee or agent is reimbursed by an insurance company un­der an indemni­fication in­surance policy for any costs, charges, expenses (including at­torneys' fees), judgments, fines and amounts paid in settlement to the fullest ex­tent permit­ted by any appli­cable por­tion of this Article X, the Bylaws, any agreement, the policy of indemnifica­tion in­surance or otherwise, the Corpo­ration shall not be obliga­ted to reimburse the person to be in­dem­ni­fied in connec­tion with such proceeding.  

Section 12.  Definitions.  For purposes of this Article X, the following terms shall have the following meanings:

(a)

"The Corporation" shall include any constituent corpora­tion or entity (including any constituent of a constituent) absorbed by way of an acqui­sition, consolidation, merger or otherwise, which, if its separate existence had continued, would have had power and authority to indem­nify its direc­tors, officers, employee or agent so that any person who is or was a director, officer, em­ployee or agent of such con­stituent corporation or entity, or is or was serving at the written request of such constituent corporation or entity as a director or officer of another cor­pora­tion, entity, partnership, joint venture, trust or other enter­prise, shall stand in the same position under the pro­visions of this Ar­ticle X with respect to the resulting or surviving corporation or entity as he would have with respect to such constituent corpora­tion or entity if its separate existence had continued;  

(b)

"Other enterprises" shall include employee benefit plans, including, but not limited to, any employee benefit plan of the Corpora­tion;  

(c)

"Director or officer" of the Corporation shall include any director, officer, partner or trustee who is or was or has agreed to serve at the re­quest of the Corporation as a director, officer, partner or trustee of another corporation, part­ner­ship, joint venture, trust or oth­er enterprise;

(d)

"Serving at the request of the Corpora­tion" shall include any service that imposes duties on, or involves services by a di­rector, officer, employee or agent of the Corporation with respect to an employee benefit plan, its participants or beneficiaries, including acting as a fiduciary thereof;  

(e)

"Fines" shall include any penalties and any excise or similar taxes assessed on a person with respect to an employee benefit plan;

(f)

To the fullest extent permitted by law, person shall be deemed to have 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," if his or her action is based on the records or books of account of the Corpo­ra­tion or another enterprise, or on infor­mation sup­plied to him or her by the officers of the Corporation or an­other enter­prise in the course of their duties, or on the advice of legal counsel for the Corpora­tion or another enterprise or on information or records given or reports made to the Corporation or another en­terprise by an indepen­dent certified public accountant or by an appraiser or other expert select­ed with reason­able care by the Corporation or anoth­er enterprise; and

(g)

A person shall be deemed to have acted in a manner "not opposed to the best inter­ests of the Corporation," as re­ferred to in Sections 1 and 2 of this Article X if such person acted in good faith and in a manner he or she reasonably believed to be in the interest of the par­tici­pants and bene­ficiaries of an employee benefit plan.

Section 13.  Subsequent Amendment and Subsequent Legislation.  Neither the amendment, termination or repeal of this Article X or of relevant provisions of the General Corpora­tion Law of the State of Delaware or any other applicable laws, nor the adoption of any provision of this Certif­icate of Incor­pora­tion or the Bylaws of the Corporation or of any statute incon­sistent with this Arti­cle X shall eliminate, affect or di­min­ish in any way the rights of any director, officer, employee or agent of the Corpora­tion to in­dem­ni­fica­tion under the provi­sions of this Article X 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 amendment, termina­tion or repeal.

If the General Corporation Law of the State of Delaware is amended to ex­pand further the in­demnification permitted to directors and of­ficers of the Corporation, then the Corporation shall indemnify such persons to the full­est extent permit­ted by the General Cor­poration Law of the State of Delaware, as so amended.

ARTICLE XI

AMENDMENTS

Section 1.  Amendments of Certificate of Incorporation.  In addition to any affirmative vote required by applicable law and any voting rights granted to or held by holders of any Series of Preferred Stock, any alteration, amendment, repeal or rescission (collec­tively, any "Change") of any provision of this Certificate of Incorporation must be ap­proved by a major­ity of the directors of the Corporation then in office and by the affirma­tive vote of the holders of a majority (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 by the holders of all outstanding shares of Capital Stock entitled to vote thereon; provided, however, that if any such Change relates to Sec­tion 13 of Article X or Articles V, VI, VII or XI of this Certificate of Incorpo­ration, such Change must also be approved either (i) by not less than a majority of the au­thorized number of directors and, if one or more Inter­ested Shareholders (as defined in Article VIII hereof) exist, by not less than a majority of the Disinterested Directors (as defined in Article VIII hereof), or (ii) by the affirmative vote of the holders of not less than two-thirds of the total votes eligible to be cast by the holders of all out­standing shares of Capital Stock entitled to vote thereon and, if the Change is proposed by or on behalf of an Interested Share­holder or a director who is an Affiliate or As­sociate (as such terms are defined in Article VIII hereof) of an Interested Shareholder, by the affirmative vote of the holders of not less than a majority of the total votes eligible to be cast by holders of all out­standing shares of Capi­tal Stock entitled to vote thereon not beneficially owned by an Interested Shareholder or an Affiliate or Associate thereof.  Subject to the foregoing, the Corporation reserves the right to amend this Cer­tificate of Incorpora­tion from time to time in any and as many respects as may be de­sired and as may be lawfully contained in an original certif­icate of incorporation filed at the time of mak­ing such amendment.  

Except as may otherwise be provided in this Certificate of Incorporation, the Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provi­sion contained in this Certificate of Incorporation, and to add or insert herein any other provisions authorized by the laws of the State of Delaware at the time in force, in the manner now or hereafter prescribed by law, and all rights, preferences and privileges of any nature conferred upon shareholders, directors or any other persons whomsoever by and pursuant to this Certifi­cate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Section 1.

Section 2.  Amendments of Bylaws.  In furtherance and not in limitation of the powers con­ferred by statute, the Board of Directors of the Corporation is expressly au­thorized to make, alter, amend, rescind or repeal from time to time any of the Bylaws of the Corporation in accor­dance with the terms there­of; provid­ed, however, that any Bylaw made by the Board may be al­tered, amend­ed, rescinded, or repealed in accordance with the terms thereof by the holders of shares of Capital Stock enti­tled to vote thereon at any annu­al meeting or at any spe­cial meeting called for that purpose.  Notwithstanding the foregoing, any provision of the Bylaws that contains a supermajority voting requirement shall only be altered, amended, rescinded, or repealed by a vote of the Board or holders of shares of Capital Stock entitled to vote thereon that is not less than the supermajority specified in such provision.

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ARTICLE XII

NOTICES

The name and mailing address of the incorporator of this Cor­poration is:

The Dime Savings Bank of Williamsburgh

209 Havemeyer Street

Brooklyn, New York 11211

The Dime Savings Bank of Williamsburgh caused this Certifi­cate of In­cor­pora­tion to be signed by Vincent F. Palagiano, President of The Dime Savings Bank of Williamsburgh, and attest­ed to by Michael P. Devine, Secretary of The Dime Savings Bank of Williamsburgh, this 11th day of December, 1995.

THE DIME SAVINGS BANK OF WILLIAMSBURGH

By: /s/ Vincent F. Palagiano                         

Vincent F. Palagiano

President

Attest:

/s/ Michael P. Devine                       

   Michael P. Devine

   Secretary

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