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                                                                       EXHIBIT 3

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           CCPC HOLDING COMPANY, INC.

    CCPC Holding Company, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "CORPORATION"), hereby certifies as follows:

    I. The name of the Corporation is "CCPC Holding Company, Inc.," which was
amended from "Corning Consumer Products Company" pursuant to a Certificate of
Amendment of Certificate of Incorporation filed with the Secretary of the State
of Delaware, which was amended from "Corning Vitro Corporation" pursuant to a
Certificate of Amendment of Certificate of Incorporation filed with the
Secretary of the State of Delaware. The original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of Delaware
on September 19, 1991.

    II. The text of the Certificate of Incorporation as amended heretofore is
hereby further amended and restated to read as herein set forth in full:

    FIRST: The name of the Corporation is:

        CCPC Holding Company, Inc.

    SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

    THIRD: The purpose of the Corporation is to design, manufacture, construct,
use, buy, sell, lease, hire and deal in and with glass, glass ceramic, metal,
plastic and other consumer housewares, cookware, beverage ware and service ware
products and other articles and property of all kinds, to render service of all
kinds and generally to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

    FOURTH: (A) The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 80,000,000 shares, of which
75,000,000 shares shall be Common Stock, par value one cent ($.01) per share,
and 5,000,000 shares shall be Preferred Stock, par value one cent ($.01) per
share.

    (B) At the close of business on March 31, 1998, and without any further
action on the part of the Corporation or its stockholders, each share of the
Corporation's Common Stock then issued shall automatically be subdivided,
changed and converted into 24,000 fully paid and nonassessable shares of Common
Stock.

    (C) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of the Corporation is authorized to fix by
resolution or resolutions the designation of each series of Preferred Stock and
the powers, designations, preferences and relative participating, optional or
other rights, if any, or the qualifications, limitations or restrictions
thereof, including, without limiting the generality of the foregoing, such
provisions as may be desired concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and such
other subjects or matters as may be fixed by resolution or resolutions of the
Board of Directors under the General Corporation Law of the State of Delaware.
Unless otherwise provided in such resolution or resolutions, shares of Preferred
Stock of any series which shall be issued and thereafter acquired by the
Corporation through purchase, redemption, exchange, conversion or otherwise
shall return to the status of authorized but unissued Preferred Stock.

    (D) 1.  DESIGNATION OF JUNIOR CUMULATIVE PAY-IN-KIND PREFERRED STOCK.  The
designation of a series of preferred stock shall be "Junior Cumulative
Pay-In-Kind Preferred Stock" (the "JUNIOR PREFERRED STOCK") consisting of
2,000,000 shares. The par value of the Junior Preferred Stock shall be $0.01 per
share. The original liquidation preference of the Junior Preferred Stock shall
be $25 per share ("ORIGINAL LIQUIDATION
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PREFERENCE"), which value does not represent a determination by the Board of
Directors for the purposes of the Corporation's capital accounts.

    2.  RANK.  The Junior Preferred Stock shall, with respect to dividend rights
and rights on liquidation, winding up and dissolution, rank senior to the Common
Stock of the Corporation. (All equity securities of the Corporation to which the
Junior Preferred Stock ranks senior, including the Common Stock, are
collectively referred to herein as the "JUNIOR SECURITIES", all equity
securities of the Corporation with which the Junior Preferred Stock ranks on a
parity are collectively referred to herein as the "PARITY SECURITIES" and all
equity securities of the Corporation (other than convertible debt securities) to
which the Junior Preferred Stock ranks junior, whether with respect to dividends
or upon liquidation, dissolution, winding up or otherwise, are collectively
referred to herein as the "SENIOR SECURITIES".) The Junior Preferred Stock shall
be subject to the creation of Junior Securities, Parity Securities and Senior
Securities.

    3.  DIVIDENDS.

        (i) The holders of the shares of Junior Preferred Stock shall be
    entitled to receive, when, as and if declared by the Board of Directors, out
    of funds legally available for the payment of dividends, cumulative
    dividends at the rate of $0.75 per share per calendar quarter. Such
    dividends shall be payable in quarterly payments on March 31, June 30,
    September 30 and December 31 of each year commencing with June 30, 1998
    (each of such dates being a "DIVIDEND PAYMENT DATE"), in preference to
    dividends on the Junior Securities. Such dividends shall be paid to the
    holders of record at the close of business on the March 15, June 15,
    September 15 or December 15, as the case may be, immediately preceding the
    relevant dividend payment date (each of such dates being a "DIVIDEND PAYMENT
    RECORD DATE"). Each dividend shall accrue (whether or not declared) from the
    previous dividend payment date (or, with respect to the first dividend, from
    the date of initial issuance of the Junior Preferred Stock). Dividends
    payable for any partial dividend period shall be pro rated on the basis of a
    360-day year consisting of twelve 30-day months (four 90-day quarters) and
    the actual number of days elapsed in the period for which payable.

        Dividend payments made with respect to the Junior Preferred Stock may be
    made (a) by issuing fully paid and nonassessable shares (or fractional
    shares as hereinafter described) of Junior Preferred Stock with an aggregate
    Original Liquidation Preference equal to the aggregate amount of dividends
    being made, (b) in cash or (c) in any combination thereof.

        Dividends on the Junior Preferred Stock shall be fully cumulative, and
    from and after any Dividend Payment Date on which any dividend that has been
    accrued through such date has not been declared or paid in full or any
    payment date set for a redemption on which such redemption has not been paid
    in full, the amount of such unpaid dividends or unpaid redemption payment
    (the "ARREARAGE") shall accrue dividends at a rate of 12% per annum. Such
    dividends in respect of any Arrearage shall accrue on a daily basis, whether
    or not declared, until the Arrearage is paid, shall be calculated as of such
    successive Dividend Payment Date and shall constitute additional Arrearage
    from and after any Dividend Payment Date to the extent not paid on such
    Dividend Payment Date. References herein to dividends that have accrued with
    respect to the Junior Preferred Stock shall include the amount of any
    Arrearage together with dividends accrued on such Arrearage pursuant to the
    immediately preceding two sentences.

        "LIQUIDATION PREFERENCE" means the Original Liquidation Preference, plus
    an amount in cash equal to all accrued and unpaid dividends (including
    Arrearage), whether or not declared (including an amount equal to a prorated
    dividend from the last Dividend Payment Date or the date of initial
    issuance, whichever is later, to the date such Liquidation Preference is
    being determined). The Liquidation Preference of a share of Junior Preferred
    Stock will increase on a daily basis as dividends accrue on such share,
    whether or not declared, and will decrease only to the extent such dividends
    are actually paid in cash or additional shares of Junior Preferred Stock are
    actually issued, all as provided in this paragraph 3. The issuance of such
    shares of Junior Preferred Stock (plus the amount of cash

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    dividends, if any, paid together therewith) shall constitute full payment of
    such dividend. In no event shall an election by the Board of Directors to
    pay dividends, in full or in part, in cash on any Dividend Payment Date
    preclude the Board of Directors from electing either such alternative in
    respect of all or any portion of any subsequent dividend.

        (ii) All dividends and distributions paid with respect to shares of the
    Junior Preferred Stock pursuant to Paragraph 3(i) shall be paid PRO RATA to
    the holders entitled thereto. If the Board of Directors elects on any
    Dividend Payment Date to pay any dividend partially in shares of Junior
    Preferred Stock, the proportion of such cash and shares of Junior Preferred
    Stock shall be the same for each outstanding share of Junior Preferred
    Stock.

        (iii) Each fractional share of Junior Preferred Stock outstanding shall
    be entitled to a ratably proportionate amount of dividends accruing with
    respect to each outstanding share of Junior Preferred Stock pursuant to
    paragraph (i) hereof, and all such dividends with respect to such
    outstanding fractional shares shall be fully cumulative and shall accrue
    (whether or not declared), and shall be payable in the same manner and at
    such times as provided for in paragraph 3(i) hereof, with respect to
    dividends on each outstanding share of Junior Preferred Stock.

        (iv) No full dividends shall be declared by the Board of Directors or
    paid or set apart for payment by the Corporation on any Parity Securities,
    nor shall the Corporation make any distribution in respect of any Parity
    Securities, either directly or indirectly, and whether in cash, obligations
    or shares of the Corporation or other property, for any period unless full
    cumulative dividends have been or contemporaneously are declared and paid or
    declared and a sum set apart sufficient for such payment on the Junior
    Preferred Stock for all dividend payment periods terminating on or prior to
    the date of payment, or setting apart for payment, of such full dividends on
    or distributions in respect of such Parity Securities. If any dividends are
    not paid in full, as aforesaid, upon the shares of the Junior Preferred
    Stock and any other Parity Securities, all dividends or distributions
    declared upon shares of the Junior Preferred Stock and any other Parity
    Securities shall be declared PRO RATA so that the amount of dividends or
    distributions declared per share of the Junior Preferred Stock and such
    Parity Securities shall in all cases bear to each other the same ratio that
    accrued dividends per share on the Junior Preferred Stock and such Parity
    Securities bear to each other. Any dividend not paid pursuant to paragraph
    3(i) hereof or this paragraph 3(iv) shall be fully cumulative and shall
    accrue (whether or not declared) as set forth in paragraph 3(i) hereof.

        (v) (a) Holders of shares of the Junior Preferred Stock shall be
    entitled to receive the dividends provided for in paragraph 3(i) hereof in
    preference to and in priority over any dividends upon any of the Junior
    Securities.

        (b) So long as any shares of the Junior Preferred Stock are outstanding,
    the Board of Directors shall not declare, and the Corporation shall not pay
    or set apart for payment any dividend on any of the Junior Securities or
    make any payment on account of, or set apart for payment money for a sinking
    or other similar fund for, the repurchase, redemption or other retirement
    of, any of the Junior Securities or Parity Securities or any warrants,
    rights or options exercisable for or convertible into any of the Junior
    Securities or Parity Securities (other than the repurchase, redemption or
    other retirement of debentures or other debt securities that are convertible
    or exchangeable into any of the Junior Securities or Parity Securities), or
    make any distribution in respect of the Junior Securities, either directly
    or indirectly, and whether in cash, obligations or shares of the Corporation
    or other property (other than distributions or dividends in Junior
    Securities to the holders of Junior Securities), and shall not permit any
    corporation or other entity directly or indirectly controlled by the
    Corporation to purchase or redeem any of the Junior Securities or Parity
    Securities or any warrants, rights, calls or options exercisable for or
    convertible into any of the Junior Securities or Parity Securities (other
    than the repurchase, redemption or other retirement of debentures or other
    debt securities that are convertible or exchangeable into any of the Junior
    Securities or Parity Securities)

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    unless prior to or concurrently with such declaration, payment, setting
    apart for payment, repurchase, redemption or other retirement or
    distribution, as the case may be, all accrued and unpaid dividends on shares
    of the Junior Preferred Stock not paid on the dates provided for in
    paragraph 3(i) hereof (including accrued dividends not paid by reason of the
    terms and conditions of paragraph 3(i) or paragraph 3(iv) hereof) shall have
    been or are paid in full and fully in cash or in fully paid and
    nonassessable shares (or fractional shares) of Junior Preferred Stock;
    PROVIDED that, this paragraph shall not prohibit the Corporation from
    repurchasing any Junior Securities or any warrants, rights or options
    exercisable for or convertible into Junior Securities from any employee of
    the Corporation or its subsidiaries pursuant to the terms of any agreements
    with such employee.

        (c) Subject to the foregoing provisions of this paragraph 3, the Board
    of Directors may declare and the Corporation may pay or set apart for
    payment dividends and other distributions on any of the Junior Securities or
    Parity Securities, and may repurchase, redeem or otherwise retire any of the
    Junior Securities or Parity Securities or any warrants, rights or options
    exercisable for or convertible into any of the Junior Securities or Parity
    Securities, and the holders of the shares of the Junior Preferred Stock
    shall not be entitled to share therein.

    4.  PAYMENT ON LIQUIDATION.

        (i) In the event of any voluntary or involuntary liquidation,
    dissolution or winding up of the affairs of the Corporation, the holders of
    shares of Junior Preferred Stock then outstanding shall be entitled to be
    paid out of the assets of the Corporation available for distribution to its
    stockholders an amount in cash equal to the Liquidation Preference for each
    share outstanding, before any payment shall be made or any assets
    distributed to the holders of any of the Junior Securities. If the assets of
    the Corporation are not sufficient to pay in full the liquidation payments
    payable to the holders of outstanding shares of the Junior Preferred Stock
    and any Parity Securities, then the holders of all such shares shall share
    ratably in such distribution of assets in accordance with the amount which
    would be payable on such distribution if the amounts to which the holders of
    outstanding shares of Junior Preferred Stock and the holders of outstanding
    shares of such Parity Securities are entitled were paid in full. Except as
    provided in this paragraph 4(i), holders of Junior Preferred Stock shall not
    be entitled to any distribution in the event of liquidation, dissolution or
    winding up of the affairs of the Corporation.

        (ii) For the purposes of this paragraph 4, neither the voluntary sale,
    conveyance, lease, exchange or transfer (for cash, shares of stock,
    securities or other consideration) of all or substantially all of the
    property or assets of the Corporation nor the consolidation or merger of the
    Corporation with or into one or more other corporations nor the
    consolidation or merger of one or more corporations with or into the
    Corporation shall be deemed to be a voluntary or involuntary liquidation,
    dissolution or winding up.

    5.  REDEMPTION.

        (i)  OPTIONAL REDEMPTION.  At any time and from time to time, the
    Corporation shall have the right, at its sole option and election, to redeem
    any or all of the outstanding shares of Junior Preferred Stock, in whole or
    in part. The redemption price shall be paid in cash out of funds legally
    available therefor and will be in an amount per share (the "REDEMPTION
    PRICE") equal to the Liquidation Preference.

        (ii)  NOTICE AND REDEMPTION PROCEDURES.  Notice of the redemption of
    shares of Junior Preferred Stock pursuant to paragraph 5(i) hereof shall be
    sent to the holders of record of the shares of Junior Preferred Stock to be
    redeemed by first class mail, postage prepaid, at such holder's address as
    it appears on the transfer books of the Corporation not more than 60 nor
    fewer than 30 days prior to the redemption date; PROVIDED that any failure
    to give such notice to any holder, or any defect in such notice, shall not
    affect the validity of the proceedings for the redemption of any shares of
    Junior

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    Preferred Stock held by any other holder. On or after the date fixed for
    redemption stated in such notice, each holder of the shares called for
    redemption shall surrender the certificate evidencing such shares to the
    Corporation at the place designated in such notice and shall thereupon be
    entitled to receive payment of the Redemption Price. From and after the date
    of any redemption of any shares effected by the Corporation pursuant to this
    paragraph 5, all dividends on such shares shall cease to accrue and all
    rights of the holders thereof as holders of such shares shall cease and
    terminate.

        (iii)  PUT EVENT.  Any holder of record of shares of Junior Preferred
    Stock, in accordance with the procedures set forth in paragraph
    5(iv) hereof and subject to the provisions set forth in paragraph
    5(v) hereof, may require the Corporation to redeem any or all of the shares
    of Junior Preferred Stock held by such holder at the Redemption Price
    therefor, upon the occurrence of any of the following events (each a "PUT
    EVENT"):

        (a) The Corporation becomes aware of (by way of a report or any other
    filing pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
    amended (the "EXCHANGE ACT"), proxy, vote, written notice or otherwise) the
    acquisition by any "Person" or "Group" (as such terms are used in Sections
    13(d) and 14(d) of the Exchange Act), other than the permitted holders of
    the Junior Preferred Stock as described in paragraph 7, in a single
    transaction or in a related series of transactions, by way of merger,
    consolidation or other business combination or purchase of "beneficial
    ownership" (as defined in Rule 13(d)-3 under the Exchange Act) of 50% or
    more of the total voting power entitled to vote in the election of directors
    of the Corporation; or

        (b) the sale, lease, transfer or other disposition of all or
    substantially all of the consolidated assets of the Corporation and its
    subsidiaries to any Person or Group, other than the permitted holders of the
    Junior Preferred Stock as described in paragraph 7.

        (iv)  PUT EVENT NOTICE AND REDEMPTION PROCEDURES.  Notice of any Put
    Event shall be sent to the holders of record of the outstanding shares of
    Junior Preferred Stock not more than 30 days following such Put Event, which
    notice shall describe the transaction or transactions constituting such Put
    Event and set forth each holder's right to require the Corporation to redeem
    any or all shares of Junior Preferred Stock held by such holder out of funds
    legally available therefor, the redemption date (which date shall be not
    more than 60, nor less than 30, days from the date of such notice) and the
    reasonable procedures to be followed by such holders in exercising such
    redemption right. Any failure by the Corporation to give the notice
    prescribed by the preceding sentence, or any defects in such notice, shall
    not prejudice the rights of any holder of shares of Junior Preferred Stock
    to cause the Corporation to redeem any such shares held by such holder. In
    the event a holder of shares of Junior Preferred Stock shall elect to
    require the Corporation to redeem any or all such shares of Junior Preferred
    Stock pursuant to paragraph 5(iii) hereof, such holder shall deliver within
    20 days of the mailing of the Corporation's notice described in this
    paragraph 5(iv), or, if no notice is given, at any time following the last
    day the Corporation was required to give notice of the Put Event in
    accordance with this paragraph 5(iv) (in which case the date of redemption
    shall be the date which is the later of (x) 60 days following the last day
    the Corporation was required to give notice in accordance with this
    paragraph 5(iv) and (y) ten days following the delivery of such election by
    such holder), a written notice, in the form specified by the Corporation (if
    the Corporation did in fact give the notice required by this paragraph
    5(iv)), to the Corporation so stating, and specifying the number of shares
    to be redeemed pursuant to paragraph 5(iii) hereof; PROVIDED, HOWEVER, that
    such holders may deliver a notice of an election to redeem at any time
    within 80 days following the occurrence of a Put Event (and such holders
    shall not be required to wait for the Corporation's notice provided for in
    this paragraph 5(iv) or for the expiration of the time allowed for the
    Corporation's notice hereunder), in which case the redemption date shall be
    90 days after the date of the Put Event. The Corporation shall redeem the
    number of shares so specified on the date fixed for redemption.

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        (v)  LIMITATION ON PAYMENT OF REDEMPTION PRICE.  Notwithstanding
    anything to the contrary in paragraph 5, the Corporation shall not be
    required to pay the Redemption Price for any shares of Junior Preferred
    Stock which are required to be redeemed pursuant to paragraphs 5(iii) and
    (iv) in respect of a Put Event (i) to the extent and so long as such payment
    would constitute a default or event of default under the Corporation's
    senior credit facilities and (ii) until the prior payment of all amounts due
    pursuant to any actually exercised right to require the redemption or
    repurchase by the Corporation of, or the prior payment of all amounts due
    pursuant to or the waiver of any right to accelerate the payments under, any
    Senior Securities, debt securities or indebtedness for borrowed money of the
    Corporation arising as a result of such Put Event.

    6.  VOTING RIGHTS.  The holders of record of shares of Junior Preferred
Stock shall not be entitled to any voting rights, except as otherwise provided
by law.

    7.  TRANSFERABILITY.  The shares of the Junior Preferred Stock may not be
sold, transferred, assigned, pledged or otherwise disposed of to any Person or
Group other than (i) BW Holdings L.L.C., (ii) any Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, BW Holdings L.L.C. and (iii) any partner, member or
stockholder of any Person described in the preceding clauses (i) and (ii).

    8.  REACQUIRED SHARES.  Shares of Junior Preferred Stock that have been
issued and reacquired in any manner, including shares reacquired by purchase or
redemption, shall (upon compliance with any applicable provisions of the laws of
the State of Delaware) have the status of authorized and unissued shares of
preferred stock undesignated as to class and series and may be redesignated and
reissued as part of any series of any class of preferred stock other than the
Junior Preferred Stock.

    9.  MUTILATED OR MISSING CERTIFICATES.  If any of the Junior Preferred Stock
certificates shall be mutilated, lost, stolen or destroyed, the Corporation
shall issue, in exchange and substitution for and upon cancellation of the
mutilated certificate, or in lieu of and substitution for the certificate lost,
stolen or destroyed, a new certificate of like tenor and representing an
equivalent amount of shares of Junior Preferred Stock, but only upon receipt of
evidence of such loss, theft or destruction of such certificate and indemnity,
if requested.

    10.  SEVERABILITY OF PROVISIONS.  If any right, preference or limitation of
the Junior Preferred Stock set forth in this Amended and Restated Certificate of
Incorporation (as amended from time to time) is invalid, unlawful or incapable
of being enforced by reason of any rule or law or public policy, all other
rights, preferences and limitations set forth in such Amended and Restated
Certificate of Incorporation, as amended, which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such right,
preference or limitation unless so expressed herein.

    11.  NOTICES.  All notices and other communications required or permitted to
be given to the Corporation under this section (D) of ARTICLE FOURTH shall be
made by courier to the Corporation at its principal executive offices at the
following address:

            Corning Consumer Products Company
           E-Building
           Houghton Park
           Corning, New York 14831
           Telecopy: (607) 974-2215
           Attention: Secretary

Minor imperfections in any such notice shall not affect the validity thereof.

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    12.  LIMITATIONS.  Except as may otherwise be required by law, the shares of
Junior Preferred Stock shall not have any powers, preferences or relative,
participating, optional or other special rights other than those specifically
set forth in this Amended and Restated Certificate of Incorporation of the
Corporation.

    (E) 1.  DESIGNATION OF SERIES B JUNIOR CUMULATIVE PREFERRED STOCK.  The
designation of a series of preferred stock shall be "Series B Junior Cumulative
Preferred Stock" (the "SERIES B PREFERRED STOCK") consisting of 2,500,000
shares. The par value of the Series B Preferred Stock shall be $0.01 per share.
The original liquidation preference of the Series B Preferred Stock shall be $25
per share ("ORIGINAL LIQUIDATION PREFERENCE"), which value does not represent a
determination by the Board of Directors for the purposes of the Corporation's
capital accounts.

    2.  RANK.  The Series B Preferred Stock shall, with respect to dividend
rights and rights on liquidation, winding up and dissolution, rank senior to the
Common Stock of the Corporation and on a parity with the Junior Preferred Stock.
(All equity securities of the Corporation to which the Series B Preferred Stock
ranks senior, including the Common Stock, are collectively referred to herein as
the "JUNIOR SECURITIES", all equity securities of the Corporation with which the
Series B Preferred Stock ranks on a parity are collectively referred to herein
as the "PARITY SECURITIES" and all equity securities of the Corporation (other
than convertible debt securities) to which the Series B Preferred Stock ranks
junior, whether with respect to dividends or upon liquidation, dissolution,
winding up or otherwise, are collectively referred to herein as the "SENIOR
SECURITIES".) The Series B Preferred Stock shall be subject to the creation of
Junior Securities, Parity Securities and Senior Securities.

    3.  DIVIDENDS.

        (i) Shares of Series B Preferred Stock shall accumulate dividends at the
    rate of $1.00 per share per calendar quarter, which dividends, if declared,
    shall be paid in cash. If declared, such dividends shall be payable in
    quarterly payments on March 31, June 30, September 30 and December 31 of
    each year commencing with December 31, 1999 (each of such dates, regardless
    of whether any dividends have been paid or declared and set aside for
    payment on such date, a "DIVIDEND PAYMENT DATE"), in preference to dividends
    on the Junior Securities. Such dividends shall be paid to the holders of
    record at the close of business on the March 15, June 15, September 15 or
    December 15, as the case may be, immediately preceding the relevant dividend
    payment date (each of such dates being a "DIVIDEND PAYMENT RECORD DATE").
    Dividends shall begin to accumulate on outstanding Series B Preferred Stock
    from the date of issuance and shall be deemed to accumulate from day to day
    whether or not earned or declared until paid. Dividends shall accumulate on
    the basis of a 360-day year consisting of twelve 30-day months (four 90-day
    quarters) and the actual number of days elapsed in the period for which
    payable. The Corporation shall not pay dividends on the outstanding
    Series B Preferred Stock unless the Interest Coverage Ratio (as defined
    below) for the Corporation's last fiscal year ending prior to the Dividend
    Payment Date is greater than 2.75 and such dividend payment is not in
    contravention of the Corporation's then existing indentures, credit
    facilities or other contracts or instruments. For purposes of this
    paragraph, "Interest Coverage Ratio" means, for a given fiscal year and in
    accordance with United States Generally Accepted Accounting Principles, the
    ratio of (a) the Corporation's earnings before interest, tax, depreciation
    and amortization expenses to (b) the Corporation's interest expense.

        Dividends on the Series B Preferred Stock shall be fully cumulative, and
    from and after any Dividend Payment Date on which any dividend that has
    accumulated or been deemed to have accumulated through such date has not
    been paid in full or any payment date set for a redemption on which such
    redemption payment has not been paid in full, additional dividends shall
    accumulate in respect of the amount of such unpaid dividends or unpaid
    redemption payment (the "ARREARAGE") at a rate of 16% per annum. Such
    additional dividends in respect of any Arrearage shall be deemed to
    accumulate from day to day, whether or not earned or declared, until the
    Arrearage is paid, shall be calculated as of such successive Dividend
    Payment Date and shall constitute additional Arrearage

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    from and after any Dividend Payment Date to the extent not paid on such
    Dividend Payment Date. References herein to dividends that have accumulated
    or that have been deemed to have accumulated with respect to the Series B
    Preferred Stock shall include the amount, if any, of any Arrearage together
    with any dividends accumulated or deemed to have accumulated on such
    Arrearage pursuant to the immediately preceding two sentences. Additional
    dividends in respect of any Arrearage may be declared and paid at any time,
    in whole or in part, without reference to any Dividend Payment Date, to
    holders of record on such record date as may be fixed by the Board of
    Directors (which record date shall be no less than 10 days prior to the
    corresponding payment date). Dividends in respect of any Arrearage shall be
    paid in cash.

        "LIQUIDATION PREFERENCE" means the Original Liquidation Preference, plus
    an amount in cash equal to all dividends accumulated or deemed to have
    accumulated thereon (including Arrearage), whether or not declared
    (including an amount equal to a prorated dividend from the last Dividend
    Payment Date or the date of initial issuance, whichever is later, to the
    date such Liquidation Preference is being determined). The Liquidation
    Preference of a share of Series B Preferred Stock will increase on a daily
    basis as dividends accumulate or are deemed to accumulate on such share,
    whether or not declared, and will decrease only to the extent such dividends
    are actually paid in cash as provided in this paragraph 3.

        (ii) All dividends and distributions paid with respect to shares of the
    Series B Preferred Stock pursuant to paragraph 3(i) shall be paid PRO RATA
    to the holders entitled thereto. Dividends that are declared and paid in an
    amount less than the full amount of dividends accumulated on the Series B
    Preferred Stock (and on any Arrearage) shall be applied first to the
    earliest dividend which has not theretofore been paid.

       (iii) Each fractional share of Series B Preferred Stock outstanding shall
    be entitled to a ratably proportionate amount of dividends accumulating with
    respect to each outstanding share of Series B Preferred Stock pursuant to
    paragraph (i) hereof, and all such dividends with respect to such
    outstanding fractional shares shall be fully cumulative and shall accumulate
    (whether or not earned or declared), and shall be payable in the same manner
    and at such times as provided for in paragraph 3(i) hereof, with respect to
    dividends on each outstanding share of Series B Preferred Stock.

        (iv) No full dividends shall be declared by the Board of Directors or
    paid or set apart for payment by the Corporation on any Parity Securities
    other than the Junior Cumulative Pay-Kind Preferred Stock, nor shall the
    Corporation make any distribution in respect of any Parity Securities other
    than the Junior Cumulative Pay-Kind Preferred Stock, either directly or
    indirectly, and whether in cash, obligations or shares of the Corporation or
    other property, for any period unless full cumulative dividends have been or
    contemporaneously are declared and paid or declared and a sum set apart
    sufficient for such payment on the Series B Preferred Stock for all dividend
    payment periods terminating on or prior to the date of payment, or setting
    apart for payment, of such full dividends on or distributions in respect of
    such Parity Securities. If any dividends are not paid in full, as aforesaid,
    upon the shares of the Series B Preferred Stock and any other Parity
    Securities other than the Junior Cumulative Pay-Kind Preferred Stock, all
    dividends or distributions declared upon shares of the Series B Preferred
    Stock and any other Parity Securities other than the Junior Cumulative
    Pay-Kind Preferred Stock shall be declared PRO RATA so that the amount of
    dividends or distributions declared per share of the Series B Preferred
    Stock and such Parity Securities shall in all cases bear to each other the
    same ratio that accrued dividends per share on the Series B Preferred Stock
    and such Parity Securities bear to each other. Any dividend not paid
    pursuant to paragraph 3(i) hereof or this paragraph 3(iv) shall be fully
    cumulative and shall accumulate (whether or not declared) as set forth in
    paragraph 3(i) hereof.

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<PAGE>
        (v) (a)  Holders of shares of the Series B Preferred Stock shall be
    entitled to receive the dividends provided for in paragraph 3(i) hereof in
    preference to and in priority over any dividends upon any of the Junior
    Securities.

        (b) So long as any shares of the Series B Preferred Stock are
    outstanding, the Board of Directors shall not declare, and the Corporation
    shall not pay or set apart for payment any dividend on any of the Junior
    Securities or make any payment on account of, or set apart for payment money
    for a sinking or other similar fund for, the repurchase, redemption or other
    retirement of, any of the Junior Securities or Parity Securities or any
    warrants, rights or options exercisable for or convertible into any of the
    Junior Securities or Parity Securities (other than the repurchase,
    redemption or other retirement of debentures or other debt securities that
    are convertible or exchangeable into any of the Junior Securities or Parity
    Securities), or make any distribution in respect of the Junior Securities,
    either directly or indirectly, and whether in cash, obligations or shares of
    the Corporation or other property (other than distributions or dividends in
    Junior Securities to the holders of Junior Securities), and shall not permit
    any corporation or other entity directly or indirectly controlled by the
    Corporation to purchase or redeem any of the Junior Securities or Parity
    Securities or any warrants, rights, calls or options exercisable for or
    convertible into any of the Junior Securities or Parity Securities (other
    than the repurchase, redemption or other retirement of debentures or other
    debt securities that are convertible or exchangeable into any of the Junior
    Securities or Parity Securities) unless prior to or concurrently with such
    declaration, payment, setting apart for payment, repurchase, redemption or
    other retirement or distribution, as the case may be, all accumulated and
    unpaid dividends on shares of the Series B Preferred Stock not paid on the
    dates provided for in paragraph 3(i) hereof (including accumulated dividends
    not paid by reason of the terms and conditions of paragraph 3(i) or
    paragraph 3(iv) hereof) shall have been or are paid in full and fully in
    cash; PROVIDED that, this paragraph shall not prohibit the Corporation from
    repurchasing any Junior Securities or any warrants, rights or options
    exercisable for or convertible into Junior Securities from any employee of
    the Corporation or its subsidiaries pursuant to the terms of any agreements
    with such employee.

        (c) Subject to the foregoing provisions of this paragraph 3, the Board
    of Directors may declare and the Corporation may pay or set apart for
    payment dividends and other distributions on any of the Junior Securities or
    Parity Securities, and may repurchase, redeem or otherwise retire any of the
    Junior Securities or Parity Securities or any warrants, rights or options
    exercisable for or convertible into any of the Junior Securities or Parity
    Securities, and the holders of the shares of the Series B Preferred Stock
    shall not be entitled to share therein.

    4.  PAYMENT ON LIQUIDATION.

        (i) In the event of any voluntary or involuntary liquidation,
    dissolution or winding up of the affairs of the Corporation, the holders of
    shares of Series B Preferred Stock then outstanding shall be entitled to be
    paid out of the assets of the Corporation available for distribution to its
    stockholders an amount in cash equal to the Liquidation Preference for each
    share outstanding, before any payment shall be made or any assets
    distributed to the holders of any of the Junior Securities. If the assets of
    the Corporation are not sufficient to pay in full the liquidation payments
    payable to the holders of outstanding shares of the Series B Preferred Stock
    and any Parity Securities, then the holders of all such shares shall share
    ratably in such distribution of assets in accordance with the amount which
    would be payable on such distribution if the amounts to which the holders of
    outstanding shares of Series B Preferred Stock and the holders of
    outstanding shares of such Parity Securities are entitled were paid in full.
    Except as provided in this paragraph 4(i), holders of Series B Preferred
    Stock shall not be entitled to any distribution in the event of liquidation,
    dissolution or winding up of the affairs of the Corporation.

        (ii) For the purposes of this paragraph 4, neither the voluntary sale,
    conveyance, lease, exchange or transfer (for cash, shares of stock,
    securities or other consideration) of all or substantially all of the

                                       9
<PAGE>
    property or assets of the Corporation nor the consolidation or merger of the
    Corporation with or into one or more other corporations nor the
    consolidation or merger of one or more corporations with or into the
    Corporation shall be deemed to be a voluntary or involuntary liquidation,
    dissolution or winding up.

    5.  REDEMPTION.

        (i)  OPTIONAL REDEMPTION.  If all of the 9 *% Senior Subordinated Notes
    due 2008 and 9 *% Series B Senior Subordinated Notes due 2008 have been
    repaid in full, at any time and from time to time, the Corporation shall
    have the right, at its sole option and election, to redeem any or all of the
    outstanding shares of Series B Preferred Stock, in whole or in part. The
    redemption price shall be paid in cash out of funds legally available
    therefor and will be in an amount per share (the "REDEMPTION PRICE") equal
    to the Liquidation Preference.

        (ii) NOTICE AND REDEMPTION PROCEDURES. Notice of the redemption of
    shares of Series B Preferred Stock pursuant to paragraph 5(i) hereof shall
    be sent to the holders of record of the shares of Series B Preferred Stock
    to be redeemed by first class mail, postage prepaid, at such holder's
    address as it appears on the transfer books of the Corporation not more than
    60 nor fewer than 30 days prior to the redemption date; PROVIDED that any
    failure to give such notice to any holder, or any defect in such notice,
    shall not affect the validity of the proceedings for the redemption of any
    shares of Series B Preferred Stock held by any other holder. On or after the
    date fixed for redemption stated in such notice, each holder of the shares
    called for redemption shall surrender the certificate evidencing such shares
    to the Corporation at the place designated in such notice and shall
    thereupon be entitled to receive payment of the Redemption Price. From and
    after the date of any redemption of any shares effected by the Corporation
    pursuant to this paragraph 5, all dividends on such shares shall cease to
    accumulate and all rights of the holders thereof as holders of such shares
    shall cease and terminate.

    6.  VOTING RIGHTS.  The holders of record of shares of Series B Preferred
Stock shall not be entitled to any voting rights, except as otherwise provided
by law.

    7.  TRANSFERABILITY.  The shares of the Series B Preferred Stock may not be
sold, transferred, assigned, pledged or otherwise disposed of to any Person or
Group other than (i) BW Holdings L.L.C., (ii) any Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, BW Holdings L.L.C. and (iii) any partner, member or
stockholder of any Person described in the preceding clauses (i) and (ii).

    8.  REACQUIRED SHARES.  Shares of Series B Preferred Stock that have been
issued and reacquired in any manner, including shares reacquired by purchase or
redemption, shall (upon compliance with any applicable provisions of the laws of
the State of Delaware) have the status of authorized and unissued shares of
preferred stock undesignated as to class and series and may be redesignated and
reissued as part of any series of any class of preferred stock other than the
Series B Preferred Stock.

    9.  MUTILATED OR MISSING CERTIFICATES.  If any of the Series B Preferred
Stock certificates shall be mutilated, lost, stolen or destroyed, the
Corporation shall issue, in exchange and substitution for and upon cancellation
of the mutilated certificate, or in lieu of and substitution for the certificate
lost, stolen or destroyed, a new certificate of like tenor and representing an
equivalent amount of shares of Series B Preferred Stock, but only upon receipt
of evidence of such loss, theft or destruction of such certificate and
indemnity, if requested.

    10.  SEVERABILITY OF PROVISIONS.  If any right, preference or limitation of
the Series B Preferred Stock set forth in this Amended and Restated Certificate
of Incorporation (as amended from time to time) is invalid, unlawful or
incapable of being enforced by reason of any rule or law or public policy, all
other rights, preferences and limitations set forth in such Amended and Restated
Certificate of Incorporation, as amended, which can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless remain in full force and effect, and no right, preference or
limitation herein

                                       10
<PAGE>
set forth shall be deemed dependent upon any other such right, preference or
limitation unless so expressed herein.

    11.  NOTICES.  All notices and other communications required or permitted to
be given to the Corporation under this section (E) of ARTICLE FOURTH shall be
made by courier to the Corporation at its principal executive offices at the
following address:

            CCPC Holding Company, Inc.
           E-Building
           Houghton Park
           Corning, New York 14831
           Telecopy: (607) 974-2215
           Attention: Secretary

Minor imperfections in any such notice shall not affect the validity thereof.

    12.  LIMITATIONS.  Except as may otherwise be required by law, the shares of
Series B Preferred Stock shall not have any powers, preferences or relative,
participating, optional or other special rights other than those specifically
set forth in this Amended and Restated Certificate of Incorporation of the
Corporation.

    FIFTH: The name and mailing address of the incorporator is as follows:

<TABLE>
<CAPTION>
NAME                                 MAILING ADDRESS
----                                 ---------------
<S>                                  <C>
M. Ann Gosnell                       Houghton Park
                                     Corning, New York 14831
</TABLE>

    SIXTH: Elections of directors need not be by written ballot except and to
the extent provided in the By-Laws of the Corporation.

    SEVENTH: If (A) any two or more stockholders or subscribers to stock of the
Corporation shall enter into any agreement abridging, limiting or restricting
the rights of any one or more of them to sell, assign, transfer, mortgage,
pledge or hypothecate any or all of the stock of the Corporation held by any one
or more of them and if a copy of said agreement shall be filed with the
Corporation, or if (B) the incorporator or the stockholders entitled to vote
shall adopt any by-law provision abridging, limiting or restricting the
aforesaid rights of any stockholders, then and in either of such events, all
certificates for shares of stock subject to such abridgements, limitations or
restrictions shall have a reference thereto endorsed thereon by an officer of
the Corporation and such stock shall not thereafter be transferred on the books
of the Corporation except in accordance with the terms and provisions of such
agreement or bylaw, as the case may be.

    EIGHTH: (A) A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (1) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) under Section 174 of the Delaware General Corporation Law,
or (4) for any transaction from which the director derived any improper personal
benefit.

    (B) The Corporation may indemnify, to the full extent permitted by
applicable law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation, as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise.

    (C) Any indemnification under Section (B) of this ARTICLE EIGHTH (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because he has met any applicable

                                       11
<PAGE>
standard of conduct. Such determination may be made (1) by resolution of the
Board of Directors adopted in the manner provided in the By-Laws of the
Corporation, or (2) if a quorum consisting of directors who were not parties to
such action, suit or proceeding is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

    NINTH: Any action required or permitted to be taken at any annual or special
meeting of stockholders of the Corporation may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.

    IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
which restates, integrates and amends the provisions of the Certificate of
Incorporation of the Corporation, having been duly adopted in accordance with
the provisions of Sections 228, 242 and 245 of the General Corporation Law of
the State of Delaware, has been executed by its duly authorized officer and has
been affixed hereunto with the corporate seal this 1(st) day of November, 1999.

                                          CCPC Holding Company, Inc.
                                          By:  /s/ Raymond J. Kulla
--------------------------------------------------------------------------------
                                              Name: RAYMOND J. KULLA
                                              Title:  Vice President, General
                                                      Counsel and Secretary

                                       12