§ 8007. Restated organization certificate. 1. A corporation, when
authorized by the board, may restate in a single certificate the text of
its organization certificate, as amended theretofore, without making any
further amendment or change thereby, except that it may include any one
or more of the amendments or changes which may be authorized by the
board without a vote of stockholders under this chapter. Alternatively,
a corporation may restate in a single certificate the text of its
organization certificate, as amended theretofore, and as further amended
thereby to effect any one or more of the amendments or changes
authorized by this chapter, when authorized by the required vote of the
holders of shares entitled to vote thereon.

2. A restated organization certificate entitled "Restated organization
certificate of ............. (name of corporation) under section 8007 of
the Banking Law" shall be signed, verified and filed as provided in
section one thousand three. It shall set forth:

(a) The name of the corporation and, if it has been changed, the name
under which it was formed.

(b) The date its organization certificate was filed by the
superintendent.

(c) If the restated certificate restates the text of the organization
certificate, as amended theretofore, without making any further
amendment or change, then a statement that the text of the organization
certificate, as amended theretofore, is thereby restated without further
amendment or change to read as therein set forth in full.

(d) If the restated certificate restates the text of the organization
certificate, as amended theretofore, and as further amended or changed
thereby, then a statement that the organization certificate is amended
or changed to effect one or more of the amendments or changes authorized
by this chapter, specifying each such amendment or change and that the
text of the organization certificate, as amended theretofore, is thereby
restated as further amended or changed to read as therein set forth in
full.

(e) If any such amendment, effected by the restated certificate,
provides for a change or elimination of issued shares, and if the manner
in which the same shall be effected is not set forth in such amendment,
then a statement of the manner in which the same shall be effected.

(f) If the restated certificate contains an amendment which effects a
reduction of capital stock, then a statement of the manner in which the
same is effected and the amounts from which and to which capital stock
is reduced.

(g) The manner in which the restatement of the organization
certificate was authorized.

3. A restated certificate need not include statements as to the
incorporators, the original subscribers for shares or the first
directors.

4. Any amendment or change under this section shall be subject to any
other section, not inconsistent with this section, which would be
applicable if a separate certificate were filed to effect such amendment
or change.

5. Upon filing by the superintendent, the original organization
certificate, as amended theretofore, shall be superseded and the
restated organization certificate, including any further amendments and
changes made thereby, shall be the organization certificate of the
corporation.