Certificate To Request To Issue Authorized
But Unissued Capital Stock Of

WHEREAS, the authorized and issued capital stock of ____________________________ is $_____________________________, divided into __________________ shares with a par value of $________________ and the Certificate of Incorporation of the Bank provides for __________________________ shares of authorized but unissued stock; and

WHEREAS, the Board of Directors of _____________________________________________ by resolution dated ________________________ (certified copy attached) has determined that the best interests of the Bank for such purposes as enumerated in said resolution deem it appropriate to issue _____________________ shares of the authorized but unissued stock for consideration of $______________ per share;

NOW, THEREFORE, we the undersigned officers of _______________________________, do hereby make the following certification of the facts pursuant to N.J.S.A. 17:9A-6.2:

A) The amount of authorized but unissued stock which will be issued is __________________ shares;

B) The consideration which will be received by the Bank on the issuance of such stock is $________ per share for a total of $ _______________;

C) The date upon which the stock will be issued is ___________________, or at such later date as may be established in the certificate to be filed indicating the proceeds of the sale have been paid to the bank in cash.

D) The amount of the capital stock and surplus of the Bank after issuance of the new shares will be as follows:

	Status Prior To Amendment	Changes (+) or (-) Due To Amendment	Balance After Amendment
(1) Total Number of Shares Outstanding
(2) Total Authorized and Unissued Stock Held For Stock Option Plans
(3) Total Number of Shares Authorized But Unissued Under NJSA 17:9A-6.1 or 8.5
(4) Total Other Authorized and Unissued Stock
Total Number of Shares Authorized (1)+(2)+(3)+(4)
Total Dollar Amount of Common Capital Stock Outstanding (1) x Par Value	$	$	$
Total Dollar Amount of Surplus	$	$	$

	Status Prior To Amendment	Changes (+) or (-) Due To Amendment	Balance After Amendment
(5) Total Number of Shares Preferred Stock Issued
(6) Total Number of Shares of Preferred Stock Unissued
Total Number of Shares of Preferred Stock Authorized (5)+(6)
Total Dollar Amount of Preferred Stock Outstanding	$	$	$

It is the intention of this Certificate that it shall be deemed for all pruposes to be an amendment to the Bank's Certificate of Incorporation, with the same effect as if it had been authorized, executed, approved and filed in the Department of Banking and Insurance pursuant to N.J.S.A. 17:9A-119.

IN WITNESS WHEREOF, we, ___________________________________

and ____________________________________________________ have hereunto set our hands and seals this __________ day of _________________, _________

Signature ______________________________________

President or Vice President ________________________

Signature ______________________________________

Title _________________________________________

State of New Jersey, County of __________________________ :ss:

Subscribed and sworn to before me on this ___________________ day

of ______________, ____________

________________________________________________ Notary Public

My commission expires ____________________, ____________