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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             VIASYSTEMS GROUP, INC.

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     The undersigned, being the Assistant Secretary of Viasystems Group, Inc., a
Delaware corporation, hereby certifies the following:

     1. (a) The name of the corporation is Viasystems Group, Inc. (the
"Corporation").

     (b) The name under which the Corporation originally was incorporated was
Circo Craft Holding Company, and the date of filing of the original Certificate
of Incorporation of the Corporation (the "Certificate of Incorporation") with
the Secretary of State of the State of Delaware was August 28, 1996.

     2. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation, as amended, by,
among other things, (i) eliminating the references to Series A Preferred Stock,
Class A Common Stock and Class A Series II Common Stock, (ii) dividing the Board
of Directors into three classes and (iii) prohibiting stockholder action by
written consent.

     3. This Amended and Restated Certificate of Incorporation has been duly
adopted by the Board of Directors of the Corporation (the "Board of Directors")
by a unanimous written consent dated March 23, 2000 and by the written consent
of the stockholders of the Corporation entitled to vote thereon in accordance
with the provisions of Sections 228, 242 and 245 of the General Corporation Law
of the State of Delaware (the "DGCL"), as applicable.

     4. The Certificate of Incorporation, as amended and restated hereby, shall
upon its filing with the Secretary of State of the State of Delaware, read in
its entirety as follows:

     FIRST: The name of the Corporation is Viasystems Group, Inc.

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

     THIRD: The purpose for which the Corporation is organized is to engage in
any and all lawful acts and activity for which corporations may be organized
under the DGCL. The Corporation will have perpetual existence.

     FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 560,000,000 shares consisting of
(a)



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60,000,000 shares of a class designated as Preferred Stock, par value $.01
per share ("Preferred Stock"), of which 6,000,000 shares have been designated as
Series B Preferred Stock (the "Series B Preferred Stock"), and (b) 500,000,000
shares of a class designated Common Stock, par value $.01 per share ("Common
Stock").

          The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and the Common Stock are as
follows:

     A.   Reclassification of Existing Capital Stock.

          1. Subject to paragraph 2 below, upon the filing of this Amended and
Restated Certificate of Incorporation, each six shares of Common Stock, par
value $.01 per share, of the Corporation outstanding shall be reclassified into
one share of the Common Stock, each six and two-thirds shares of Class A Common
Stock, par value $.01 per share, of the Corporation outstanding shall be
reclassified into one share of Common Stock and each six and two-thirds shares
of Class A Series II Common Stock, par value $.01 per share, of the Corporation
outstanding shall be reclassified into one share of Common Stock (such
reclassifications collectively being the "Reclassification"), and thereupon the
authorized capital stock of the Corporation shall be as provided in the first
paragraph of Article Fourth above.

          (a) No fractional shares of Common Stock shall be issued upon the
Reclassification. If any fraction of a share of Common Stock would, except for
the provisions of this paragraph, be issuable upon the Reclassification, the
Corporation shall, in lieu of issuing any fractional shares of Common Stock, pay
to each stockholder who would otherwise be entitled to a fractional share an
amount in cash equal to $17.50 per share multiplied by such fraction computed to
the nearest whole cent.

          (b) After the Reclassification, each holder of the shares of capital
stock of the Corporation being reclassified as provided herein shall be entitled
to receive, upon surrender at the office of the Corporation or the transfer
agent for the Common Stock of such holder's certificate or certificates
representing the shares being reclassified, duly endorsed in blank or
accompanied by duly executed proper instruments of transfer, as promptly as
practicable after such surrender one or more certificates evidencing the Common
Stock issuable to such holder in respect of the Reclassification. After the
Reclassification, pending the issuance and delivery of such certificates in
accordance herewith, the certificate or certificates evidencing the shares of
capital stock being reclassified shall be deemed to evidence the shares of
Common Stock issuable upon the Reclassification.

     B.   Provisions Relating to the Preferred Stock.

          1. The Preferred Stock may be issued from time to time in one or more
classes or series, the shares of each class or series to have such designations
and powers, preferences, rights, qualifications, limitations, and restrictions
thereof, as are stated and expressed herein and in the resolution or resolutions
providing for the issue of




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such class or series adopted by the Board of Directors of the Corporation as
hereafter prescribed.

     2. Authority is hereby expressly granted to and vested in the Board of
Directors of the Corporation to authorize the issuance of the Preferred Stock
from time to time in one or more classes or series, and with respect to each
class or series of the Preferred Stock, to fix and state by the resolution or
resolutions from time to time adopted providing for the issuance thereof the
following:

          (a) whether or not the class or series is to have voting rights, full,
special, or limited, or is to be without voting rights, and whether or not such
class or series is to be entitled to vote as a separate class either alone or
together with the holders of one or more other classes or series of stock;

          (b) the number of shares to constitute the class or series and the
designations thereof;

          (c) the preferences, and relative, participating, optional, or other
special rights, if any, and the qualifications, limitations, or restrictions
thereof, if any, with respect to any class or series;

          (d) whether or not the shares of any class or series shall be
redeemable at the option of the Corporation or the holders thereof or upon the
happening of any specified event, and, if redeemable, the redemption price or
prices (which may be payable in the form of cash, notes, securities, or other
property), and the time or times at which, and the terms and conditions upon
which, such shares shall be redeemable and the manner of redemption;

          (e) whether or not the shares of a class or series shall be subject to
the operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement, and, if such retirement or sinking
fund or funds are to be established, the annual amount thereof, and the terms
and provisions relative to the operation thereof;

          (f) the dividend rate, whether dividends are payable in cash, stock of
the Corporation, or other property, the conditions upon which and the times when
such dividends are payable, the preference to or the relation to the payment of
dividends payable on any other class or classes or series of stock, whether or
not such dividends shall be cumulative or noncumulative, and if cumulative, the
date or dates from which such dividends shall accumulate;

          (g) the preferences, if any, and the amounts thereof which the holders
of any class or series thereof shall be entitled to receive upon the voluntary
or involuntary dissolution of, or upon any distribution of the assets of, the
Corporation;

          (h) whether or not the shares of any class or series, at the option of
the Corporation or the holder thereof or upon the happening of any specified
event, shall be convertible into or exchangeable for, the shares of any other
class or




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classes or of any other series of the same or any other class or classes of
stock, securities, or other property of the Corporation and the conversion price
or prices or ratio or ratios or the rate or rates at which such exchange may be
made, with such adjustments, if any, as shall be stated and expressed or
provided for in such resolution or resolutions; and

             (i) such other special rights and protective provisions with
respect to any class or series as may to the Board of Directors of the
Corporation seem advisable.

          3. The shares of each class or series of the Preferred Stock may vary
from the shares of any other class or series thereof in any or all of the
foregoing respects. The Board of Directors of the Corporation may increase the
number of shares of the Preferred Stock designated for any existing class or
series by a resolution adding to such class or series authorized and unissued
shares of the Preferred Stock not designated for any other class or series. The
Board of Directors of the Corporation may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution
subtracting from such class or series authorized and unissued shares of the
Preferred Stock designated for such existing class or series, and the shares so
subtracted shall become authorized, unissued, and undesignated shares of the
Preferred Stock.

     C. Provisions Relating to the Series B Preferred Stock.

          1. Dividends. The holders of Series B Preferred Stock shall be
entitled to be paid cumulative dividends, as and when declared by the Board of
Directors out of funds legally available therefor, at a rate per annum equal to
(i) $2.00 per whole share prior to November 30, 2004, (ii) $2.50 per whole share
on and after November 30, 2004 and prior to November 30, 2005, (iii) $3.00 per
whole share on and after November 30, 2005 and prior to November 30, 2006, and
(iv) $3.50 per whole share on and after November 30, 2006 (computed on the basis
of a 360 day year comprised of 12 months of 30 days each), payable quarterly on
February 28, May 31, August 31, and November 30 in each year, commencing on
February 28, 1997 (each of such dates being a "Series B Dividend Payment Date"),
to holders of record as they appear on the register of the Series B Preferred
Stock on the February 15, May 15, August 15, and November 15, as appropriate,
immediately preceding such Series B Dividend Payment Date. On the first twenty
Series B Dividend Payment Dates after the initial date of issuance of the Series
B Preferred Stock, any dividend on the Series B Preferred Stock accrued and
payable as provided in this paragraph 1 shall be payable either, as elected by
the Board of Directors, (i) in cash, (ii) by issuing a number of additional
shares (or fractional shares) of Series B Preferred Stock (the "Additional
Series B Shares") in respect of each such share (or fractional share) of Series
B Preferred Stock then outstanding at the rate of 1/25th of a whole share of
Series B Preferred Stock for each $1.00 of dividend declared or (iii) in any
combination thereof; provided, however, that commencing on the earlier to occur
of (i) the twenty-first Series B Dividend Payment Date after the initial date of
issuance of the Series B Preferred Stock or (ii) the consummation by the
Corporation of an underwritten initial public offering of the common stock, par
value $.01 per share, of the Corporation ("Common Stock") pursuant to which the
Corporation receives gross proceeds of at least $50.0 million, all dividends on
the Series B Preferred Stock payable




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as provided in this paragraph 1 (including, without limitation, Cumulative
Dividends (as hereinafter defined)) shall be payable in cash; provided, however,
that if cash dividends on the Series B Preferred Stock are directly or
indirectly prohibited from being paid or declared pursuant to the terms of the
Credit Agreement (or any extension, refinancing, renewal or replacement
thereof), the Corporation may pay dividends, in lieu of cash, in Additional
Series B Shares, provided further, however, that if such prohibitions are
removed, dividends shall be payable in cash at the time such prohibitions are
removed.

          If at any time dividends with respect to the shares of Series B
Preferred Stock are not declared and paid in full on any Series B Dividend
Payment Date, whether in cash or Additional Series B Shares or any combination
thereof (the "Omitted Dividends"), the Series B Preferred Stock shall accrue
additional dividends as if such Omitted Dividends had been paid in Additional
Series B Shares and such Additional Series B Shares were outstanding on each
succeeding Series B Dividend Payment Date until such accumulated quarterly
dividends shall have been declared and paid in cash or in Additional Series B
Shares by the Board of Directors (the "Cumulative Dividends"). Such Cumulative
Dividends shall be fully cumulative (whether or not earned or declared) and
shall be deemed to constitute accrued and unpaid dividends for all purposes
hereof even if such additional dividends are not specifically mentioned in any
particular context.

          So long as any Series B Preferred Stock shall remain outstanding, no
dividend whatsoever (other than a dividend or dividends payable solely in Common
Stock, other capital stock ranking junior to the Series B Preferred Stock as to
payment of dividends and as to distribution of assets on liquidation, and/or
warrants or other rights to acquire such common stock or other capital stock)
shall be declared or paid or set apart for payment with respect to any class of
capital stock or series thereof ranking junior to the Series B Preferred Stock
as to payment of dividends or as to distribution of assets on liquidation, nor
shall any shares of any class of capital stock or series thereof ranking junior
to or on a parity with the Series B Preferred Stock as to payment of dividends
or as to distribution of assets on liquidation be redeemed or purchased by the
Corporation or any subsidiary thereof (except in exchange for Common Stock,
other capital stock ranking junior to the Series B Preferred Stock as to payment
of dividends and as to distribution of assets on liquidation, and/or warrants or
other rights to acquire such common stock or other capital stock), nor shall any
monies be paid to or made available for a sinking fund for redemption or
purchase of any shares of any class of capital stock or series thereof ranking
junior to or on a parity with the Series B Preferred Stock in payment of
dividends or distribution of assets on liquidation unless, in each such
instance, full dividends (including Cumulative Dividends) on all outstanding
shares of Series B Preferred Stock for all past Dividend Periods (as herein
defined) shall have been paid at the rate fixed therefor, and the dividends on
all outstanding shares of Series B Preferred Stock for the then current
quarterly dividend period shall have been paid or set aside for payment. So long
as any Series B Preferred Stock shall remain outstanding, no cash dividends
shall be declared or paid or set apart for payment with respect to any class of
capital stock or series thereof ranking junior to or on a parity with the



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Series B Preferred Stock as to payment of dividends or as to distribution of
assets on liquidation (except for cash dividends required to be paid on
fractional shares), nor shall any shares of any class of capital stock or series
thereof ranking junior to or on a parity with the Series B Preferred Stock as to
payment of dividends or as to distribution of assets on liquidation be redeemed
or purchased by the Corporation or any subsidiary thereof (except in exchange
for Common Stock, other capital stock ranking junior to the Series B Preferred
Stock as to payment of dividends and as to distribution of assets on
liquidation, and/or warrants or other rights to acquire such common stock or
other capital stock) nor shall any monies be paid to or made available for a
sinking fund for redemption or purchase of any shares of any class of capital
stock or series thereof ranking junior to or on a parity with the Series B
Preferred Stock in payment of dividends or distribution of assets on liquidation
unless, in each such instance, cash dividends on all outstanding shares of
Series B Preferred Stock for the then current quarterly dividend period shall
have been paid or set aside for payment. "Dividend Period" shall mean the period
from the initial date of issuance of the Series B Preferred Stock to the first
Series B Dividend Payment Date and each quarterly period between consecutive
Series B Dividend Payment Dates.

     No dividend shall be paid or declared or set apart for payment with respect
to any share of Series B Preferred Stock for any Dividend Period unless at the
same time (i) a like proportionate dividend for the same Dividend Period shall
be paid or set aside for payment on all shares of the Series B Preferred Stock
then outstanding and entitled to receive such dividend and (ii) there shall have
been paid or set aside for payment on all shares of any other class of capital
stock or series thereof, if any, then outstanding and ranking on a parity with
the Series B Preferred Stock as to payment of dividends, for the same dividend
period of the Series B Preferred Stock, dividends ratably in proportion to the
respective dividend rates fixed for the Series B Preferred Stock and said parity
capital stock. No dividend shall be paid or declared or set apart for payment
with respect to any shares of any other class of capital stock or series
thereof, if any, then outstanding and ranking on a parity with the Series B
Preferred Stock as to payment of dividends for any Dividend Period, unless there
shall have been paid or set apart for payment on all shares then outstanding of
the Series B Preferred Stock, for the same Dividend Period, dividends (payable
in the same type of property including cash) ratably in proportion to the
respective dividend rates fixed for the Series B Preferred Stock and said parity
capital stock.

     2. Liquidation. Subject to the rights of the holders of any class of
capital stock or series thereof ranking senior ("Senior Preferred Stock") to the
Series B Preferred Stock as to distribution of assets on liquidation, in the
event of any liquidation, dissolution or winding up, whether voluntary or
involuntary, the holder of each share of Series B Preferred Stock shall be
entitled to receive, out of the assets of the Corporation legally available
therefor, a cash liquidation payment equal to $25.00 per share plus a cash
amount equal to all dividends accumulated and unpaid thereon to the date of
payment (including Cumulative Dividends and whether or not earned and declared)
before any distribution or payment shall be made to the holders of shares of
Common Stock or any other class of capital stock or series thereof ranking
junior to the Series B Preferred Stock as to distribution of assets on
liquidation. If legally available funds are not sufficient to pay the full
amount owed to the holders of the Series B Preferred Stock pursuant to the
preceding sentence and the full amount owed to the holders of any other class or
series of capital stock ranking on a parity with the Series B Preferred Stock as
to


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distribution of assets on liquidation, such funds shall be distributed to the
holders of the Series B Preferred Stock and such parity stock on a pro rata
basis in proportion to their respective claims.

     Written notice of any voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the Corporation, stating the payment date and the
place where the distributable amounts shall be payable shall be given by mail,
postage prepaid, not less than 30 days prior to the payment date stated therein,
to the holders of record of the Series B Preferred Stock at their respective
addresses as the same shall appear on the books of the Corporation.

     Neither the merger or consolidation of the Corporation into or with any
other Person (as hereinafter defined), nor the merger or consolidation of any
other Person into or with the Corporation, nor a sale, transfer, or lease or
other disposition of all or any part of the assets of the Corporation, shall,
without further corporate action, be deemed to be a liquidation, dissolution, or
winding up of the affairs of the Corporation within the meaning of this
paragraph 2. "Person" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.

     3. Redemption.

          (a) Optional Redemption. The Corporation may, at its option, at any
time and from time to time, redeem all or any portion of the outstanding shares
of the Series B Preferred Stock, for cash at a redemption price of $25.00 per
share plus an amount equal to all accumulated and unpaid dividends thereon
(including Cumulative Dividends and whether or not earned and declared but
subject to the legal availability of funds therefor) to the Series B Redemption
Date (as hereinafter defined), in accordance with subparagraph (c) of this
paragraph 3.

          (b) Change of Control. Upon the occurrence of a Change of Control (as
hereinafter defined), the Corporation shall redeem (subject to the legal
availability of funds therefor and subject to the next sentence hereof), within
sixty calendar days of such Change of Control, all outstanding shares of the
Series B Preferred Stock at a redemption price, payable in cash, equal to the
per share liquidation preference thereof, plus an amount equal to accumulated
and unpaid dividends thereon (including Cumulative Dividends and whether or not
earned or declared but subject to the legal availability of funds therefor) to
the date such shares are redeemed. Notwithstanding the foregoing, the obligation
of the Corporation to redeem shares of the Series B Preferred Stock upon the
occurrence of a Change of Control shall be subject to any limitations that may
be contained in the Credit Agreement. A "Change of Control" shall be deemed to
occur if Hicks, Muse, Tate & Furst Incorporated, Mills & Partners, Inc. and/or
their respective affiliates ("HMTF") shall cease to have the power, directly or
indirectly, to vote or direct the voting of securities having a majority of the
ordinary voting power for the election of directors of the Corporation,
provided, that the occurrence of the foregoing event shall not be deemed a
Change of Control if (a) at any time prior to the




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consummation of an initial public offering, and for any reason whatsoever, (i)
HMTF otherwise has the right to designate (and does so designate) a majority of
the Board of Directors of the Corporation or (ii) HMTF and its employees,
directors and officers (the "HMTF Group") own of record and beneficially an
amount of Common Stock of the Corporation equal to at least 50% of the amount of
Common Stock of the Corporation owned by the HMTF Group of record and
beneficially as of November 26, 1996 and such ownership by the HMTF Group
represents the largest single block of voting securities of the Corporation held
by any Person or related group for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or (b) at any time after
the consummation of an initial public offering, and for any reason whatsoever,
(i) HMTF shall own greater than 20% of the outstanding Common Stock of the
Corporation and (ii) (A) any "Person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), excluding HMTF, is not or shall
not become the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under
the Exchange Act), directly or indirectly, of a greater percentage of voting
stock of the Corporation than is owned by HMTF, or (B) the Board of Directors of
the Corporation shall consist of a majority of Continuing Directors. "Continuing
Directors" means the directors of the Corporation on November 26, 1996 and each
other director, if in each case, such other director's nomination for election
to the Board of Directors of the Corporation is recommended by a majority of the
then Continuing Directors or such other director receives the vote of HMTF in
his or her election by the shareholders. In the event of a merger or
consolidation of the Corporation in which the Corporation is not the surviving
entity and in connection with such transaction the Corporation is not required
to redeem the Series B Preferred Stock, the holders shall be entitled to
exchange their Series B Preferred Stock for securities of the surviving entity
having economic terms substantially similar to the Series B Preferred Stock.

          (c) Redemption Procedure. If the Corporation shall determine to redeem
less than all shares of the Series B Preferred Stock then outstanding pursuant
to subparagraph (a) of this paragraph 3, (i) the shares to be redeemed shall be
selected pro rata (as nearly as may be) so that the number of shares redeemed
from each holder shall bear the same proportion to all the shares to be redeemed
that the total number of shares then held by such holder bears to the total
number of shares then outstanding or (ii) if the number of holders of the Series
B Preferred Stock exceeds 250, and the board of directors so determines, the
shares shall be selected by lot.

     Notice of every redemption shall be mailed, first class, postage prepaid,
not less than 10 nor more than 60 days prior to the date fixed for redemption
(the "Series B Redemption Date"), to each holder of record of shares to be
redeemed, at such holder's address as it appears on the books of the
Corporation. Each such notice shall state the Series B Redemption Date; the
number of shares of Series B Preferred Stock to be redeemed, and, if less than
all shares of Series B Preferred Stock held by such holder are to be redeemed,
the number of such shares to be redeemed from such holder; the redemption price
applicable to the shares to be redeemed; the place or places where such shares
are to be surrendered; and that dividends on shares to be redeemed will cease to
accrue on the Series B Redemption Date.



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     Notice having been mailed as aforesaid, from and after the time of
redemption (unless the Corporation defaults in providing money for the payment
of the redemption price) dividends on shares called for redemption shall cease
to accrue, said shares shall no longer be deemed to be outstanding, all rights
of holders thereof as shareholders of the Corporation (except the right to
receive the redemption price thereof, but without interest) shall terminate,
and, upon surrender, in accordance with said notice, of the certificates for any
such shares (properly endorsed or assigned for transfer, if the board of
directors of the Corporation shall so require), such shares shall be redeemed by
the Corporation at the applicable redemption price; provided, however, that the
Corporation may include in such notice a statement that the money required for
the payment of the redemption price will be deposited on a specified date, prior
to the Series B Redemption Date, with a specified bank or trust company (which
shall have an office in the City of New York and which shall have a combined
capital and surplus of not less than $50,000,000) in trust for the benefit of
holders of shares called for redemption, and, notice having been given, from and
after such deposit shares called for redemption shall no longer be deemed to be
outstanding and all rights with respect to such shares shall forthwith upon such
deposit cease and terminate except for the right to receive the amount payable
upon surrender of the certificates representing such shares from such bank or
trust company (but not from the Corporation). If less than all the shares
represented by any surrendered certificate are redeemed, a new certificate
representing the unredeemed shares shall be issued to the holder who surrendered
such certificate. Holders of shares of Series B Preferred Stock called for
redemption shall not be entitled to any interest allowed by such depositary on
money deposited to effect the redemption but any such interest shall be paid to
the Corporation. Any money deposited as aforesaid for redemption of any shares
and remaining unclaimed for one year after the date of such deposit shall then
be repaid to the Corporation upon its request, and the holders of such shares
shall thereafter look only to the Corporation for payment of the redemption
price thereof, but without interest.

     Any share of Series B Preferred Stock redeemed or otherwise purchased or
acquired by the Corporation shall be retired, shall no longer be deemed
outstanding, and shall not be reissued.

     4. Voting Rights.

          (a) Generally. The holders of shares of Series B Preferred Stock shall
not be entitled to vote except as set forth in the Certificate of Incorporation
of the Corporation, as herein set forth in this paragraph 4 and as otherwise
provided by law. In any vote by the holders of the Series B Preferred Stock
pursuant to the preceding sentence, each holder of the Series B Preferred Stock
shall be entitled to one vote for each full share and a fraction of a vote equal
to the fraction of a share for each fractional share.

          (b) Special Voting Rights to Elect Directors. If at any time or times
dividends payable on the Series B Preferred Stock shall be in arrears and shall
not be paid in either cash or Additional Series B Shares for four consecutive
Dividend Periods, then the number of directors constituting the Board of
Directors, without further





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action, shall be increased by two and the holders of the Series B Preferred
Stock shall have the exclusive right, voting separately as a class, at any
annual meeting of stockholders or special meeting called for such purpose or
pursuant to written consent to elect, by majority vote, the directors of the
Corporation to fill such newly created directorships. Such voting rights shall
terminate at such time that all accrued and unpaid dividends (including
Cumulative Dividends and whether or not earned or declared) on all shares of the
Series B Preferred Stock then outstanding shall have been paid in full in either
cash or Additional Series B Shares, and dividends thereon for the then current
Dividend Period shall have been paid in either cash or Additional Series B
Shares or declared or set apart for payment, subject, however, to revesting of
such voting rights in the event of each and every subsequent failure of the
Corporation to pay dividends for the requisite number of periods as described
above.

          (c) Certain Actions. So long as any shares of the Series B Preferred
Stock are outstanding, the Corporation shall not, without the written consent or
the affirmative vote at a meeting called for that purpose of the holders of at
least a majority of the votes of the shares of the Series B Preferred Stock then
outstanding, voting separately as a class, (i) create, authorize or issue any
class or series of capital stock ranking senior to the Series B Preferred Stock
as to payment of dividends or as to distribution of assets on liquidation;
provided, however, the Corporation may create, authorize or issue 10,000,000
shares of Senior Preferred Stock plus all additional shares of Senior Preferred
Stock issued as dividends thereon; (ii) declare or pay or set apart for payment,
directly or indirectly, any dividend (other than a dividend or dividends payable
solely in Common Stock, other capital stock ranking junior to the Series B
Preferred Stock as to payment of dividends and as to distribution of assets on
liquidation ("Series B Junior Securities") and/or warrants or other rights to
acquire Series B Junior Securities) with respect to any Series B Junior
Securities or repurchase or redeem for cash any such Series B Junior Securities;
or (iii) amend, alter, repeal or waive any of the powers, preferences, or
special rights of the Series B Preferred Stock (as expressed in the Certificate
of Incorporation of the Corporation) so as to affect adversely such powers,
preferences, or special rights.

          (d) The foregoing provisions will not prohibit (i) the payment of any
dividend within sixty days after the date of declaration thereof, if at said
date of declaration such payment would have complied with the provisions hereof,
(ii) the retirement of any shares of the Corporation's capital stock (other than
shares issued to HMTF on November 26, 1996) in exchange for, or out of the net
proceeds of the substantially concurrent sale of, other shares of the
Corporation's capital stock, (iii) the acquisition or cancellation of capital
stock in connection with any merger, consolidation or transfer, (iv) any
repurchase or redemption of capital stock or other equity interest of the
Corporation or any of its subsidiaries held by an employee of the Corporation or
any of its subsidiaries in connection with the termination of such employees, to
the extent that the aggregate amount of all such payments, redemptions, and
repurchases does not exceed $5,000,000; and (v) cash payments to holders of
Series B Junior Securities in lieu of the issuance of fractional shares.





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          5. Ranking.

             (a) Rights to Dividends. The Series B Preferred Stock shall rank
as to dividends (i) senior to the Common Stock and any other class or series of
capital stock which by its express terms provides that it ranks junior to the
Series B Preferred Stock as to payment of dividends or which does not expressly
provide for any ranking as to payment of dividends, (ii) on a parity with any
class or series of capital stock which by its express terms provides that it
ranks on a parity with the Series B Preferred Stock as to payment of dividends,
and (iii) junior to any class or series of capital stock which by its express
terms provides that it ranks senior to the Series B Preferred Stock as to
payment of dividends.

             (b) Rights on Dissolution, Liquidation or Winding Up. The Series B
Preferred Stock shall rank as to distribution of assets on liquidation (i)
senior to the Common Stock and any other class or series of capital stock which
by its express terms provides that it ranks junior to the Series B Preferred
Stock as to distribution of assets on liquidation or which does not expressly
provide for any ranking as to distribution of assets on dissolution, liquidation
or winding up of the Corporation, (ii) on a parity with any class or series of
capital stock which by its express terms provides that it ranks on a parity with
the Series B Preferred Stock as to distribution of assets on dissolution,
liquidation or winding up of the Corporation, and (iii) junior to any class or
series of capital stock which by its express terms provides that it ranks senior
to the Series B Preferred Stock as to distribution of assets on dissolution,
liquidation or winding up of the Corporation.

          6. Fractional Shares. Any fractional shares of Series B Preferred
Stock, whether issued as Additional Series B Shares pursuant to paragraph 1 or
otherwise, shall be entitled to appropriately proportionate dividends,
liquidation payments, voting rights, and all other rights of the Series B
Preferred Stock.

     D. Provisions Relating to the Common Stock.

          1. Voting. Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

          2. Dividends. Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock, or otherwise) as may be declared thereon by the board
of directors at any time and from time to time out of any funds of the
Corporation legally available therefor.

          3. Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders of
shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled




                                       11
<PAGE>   12

to receive all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably in proportion to the number of shares
of the Common Stock held by them. A liquidation, dissolution, or winding-up of
the Corporation, as such terms are used in this Paragraph (3), shall not be
deemed to be occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations or other entity
or a sale, lease, exchange, or conveyance of all or a part of the assets of the
Corporation.

     E.   General.

          1. Subject to the foregoing provisions of this Certificate of
Incorporation, the Corporation may issue shares of its Preferred Stock and
Common Stock from time to time for such consideration (not less than the par
value thereof) as may be fixed by the Board of Directors of the Corporation,
which is expressly authorized to fix the same in its absolute and uncontrolled
discretion subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation shall be
deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

          2. The Corporation shall have authority to create and issue rights and
options entitling their holders to purchase shares of the Corporation's capital
stock of any class or series or other securities of the Corporation, and such
rights and options shall be evidenced by instrument(s) approved by the Board of
Directors of the Corporation. The Board of Directors of the Corporation shall be
empowered to set the exercise price, duration, times for exercise, and other
terms of such options or rights; provided, however, that the consideration to be
received for any shares of capital stock subject thereto shall not be less than
the par value thereof.

          FIFTH: The number of directors constituting the entire Board of
Directors of the Corporation shall be fixed by, or in the manner provided in,
the Bylaws of the Corporation; provided, that such number shall be no less than
six and no more than nine members (plus such number of directors as may be
elected from time to time pursuant to the terms of any Preferred Stock that may
be issued and outstanding from time to time); provided further, that the minimum
or maximum number of directors constituting the entire Board of Directors of the
Corporation may be changed only by an amendment to this Certificate of
Incorporation. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. The directors of the
Corporation shall be divided into three classes (with the first class ("Class
I"), the second class ("Class II") and the third class ("Class III") each to
consist of two or three directors). The term of office of the Class I directors
shall expire at the 2001 annual meeting of stockholders, the term of office of
the Class II directors shall expire at the 2002 annual meeting of stockholders
and the term of office of the Class III directors shall expire at the 2003
annual meeting of stockholders, with each director to hold office until his or
her successor shall have been duly elected and qualified. At each annual meeting
of stockholders, commencing with the 2001 annual meeting, directors elected to
succeed those directors whose terms then expire shall be elected for a term of
office to expire at




                                       12
<PAGE>   13

the third succeeding annual meeting of stockholders after their election, with
each director to hold office until his or her successor shall have been duly
elected and qualified. The Board of Directors, acting by a majority vote of the
directors then in office, may fill any newly created directorships or vacancies
on the Board of Directors. Subject to the rights of any one or more classes or
series of Preferred Stock to elect directors under specified circumstances, any
director may be removed from office only for cause by the affirmative vote of
the holders of at least a majority of the voting power of all shares of the
Corporation entitled generally to elect directors, voting together as a single
class.

          Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation or the resolution or resolutions
adopted by the Board of Directors pursuant to this section and applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to this Article Fifth unless expressly provided by such terms.

          Notwithstanding anything in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least eighty percent (80%)
of the voting power of all shares of the Corporation entitled to vote generally
in the election of directors then outstanding, voting together as a single
class, shall be required to alter, amend or adopt any provision inconsistent
with or repeal this Article Fifth.

          SIXTH: Directors of the Corporation need not be elected by written
ballot unless the bylaws of the Corporation otherwise provide.

          SEVENTH: The directors of the Corporation shall have the power to
adopt, amend, and repeal the bylaws of the Corporation.

          EIGHTH: No contract or transaction between the Corporation and one or
more of its directors, officers, or stockholders or between the Corporation and
any person (as used herein "person" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or stockholders are directors, officers, or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the




                                       13
<PAGE>   14

stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved, or ratified by the Board of
Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

          NINTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the DGCL, as the same exists or may hereafter be
amended. Such right shall be a contract right and as such shall run to the
benefit of any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article Ninth is in effect.
Any repeal or amendment of this Article Ninth shall be prospective only and
shall not limit the rights of any such director or officer or the obligations of
the Corporation with respect to any claim arising from or related to the
services of such director or officer in any of the foregoing capacities prior to
any such repeal or amendment to this Article Ninth. Such right shall include the
right to be paid by the Corporation expenses incurred in investigating or
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under the DGCL, as the same exists or may hereafter be amended.
If a claim for indemnification or advancement of expenses hereunder is not paid
in full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim, and if
successful in whole or in part, the claimant shall also be entitled to be paid
the expenses of prosecuting such claim. It shall be a defense to any such action
that such indemnification or advancement of costs of defense are not permitted
under the DGCL, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors or any committee thereof, independent legal counsel, or stockholders)
to have made its determination prior to the commencement of such action that
indemnification of, or advancement of costs of defense to, the claimant is
permissible in the circumstances nor an actual determination by the Corporation
(including its Board of Directors or any committee thereof, independent legal
counsel, or stockholders) that such indemnification or advancement is not
permissible shall be a defense to the action or create a presumption that such
indemnification or advancement is not permissible. In the event of the death of
any person having a right of indemnification under the foregoing provisions,
such right shall inure to the benefit of his or her heirs, executors,
administrators, and personal representatives. The rights conferred above shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, by-law, resolution of stockholders or directors,
agreement, or otherwise.

          The Corporation may additionally indemnify any employee or agent of
the Corporation to the fullest extent permitted by law.



                                       14
<PAGE>   15

          As used herein, the term "proceeding" means any threatened, pending,
or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding.

          TENTH: 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 (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or amendment of this Article Tenth by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation arising from an act or
omission occurring prior to the time of such repeal or amendment. In addition to
the circumstances in which a director of the Corporation is not personally
liable as set forth in the foregoing provisions of this Article Tenth, a
director shall not be liable to the Corporation or its stockholders to such
further extent as permitted by any law hereafter enacted, including without
limitation any subsequent amendment to the DGCL.

          ELEVENTH: Any action required or permitted to be taken by the
stockholders of the Corporation shall be effected at an annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders. Special meetings of stockholders of the
Corporation may be called by the Board of Directors pursuant to a resolution
adopted by a majority of the members of the board, by the Chairman of the Board
of Directors, or by any holder or holders of at least fifty percent (50%) of the
outstanding shares of the capital stock of the Corporation. Notwithstanding
anything in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least eighty percent (80%) of the voting power of all
shares of the Corporation entitled to vote generally in the election of
directors then outstanding, voting together as a single class, shall be required
to alter, amend or adopt any provision inconsistent with or repeal this Article
Eleventh.


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     IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed pursuant to Section 103(a)(2) of the
DGCL by the undersigned duly authorized officer of the Corporation as of the
23rd day of March, 2000.

                                          /s/ KELLY E. WETZLER
                                          --------------------------------------
                                          Kelly E. Wetzler
                                          Assistant Secretary



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