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                                                                    Exhibit 3(a)
 
                            HELLER FINANCIAL, INC.
                           (a Delaware corporation)
                                        
                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                  As Amended

                                        
This Restated Certificate of Incorporation (hereinafter sometimes referred to as
"Certificate" or "Restated Certificate of Incorporation") of HELLER FINANCIAL,
INC. (the "Company") was duly adopted by written Unanimous Consents of the Board
of Directors and the stockholder of the Company, both dated August 28, 1992 in
accordance with Sections 245, 242, 141(f) and 228 of the General Corporation Law
of the State of Delaware.

1. The name under which this Company was incorporated on November 20, 1919, was
HELLER-MARKS & COMPANY.

2. This Restated Certificate of Incorporation restates and integrates and
further amends the Certificate of Incorporation of the Company by:

   (a) amending Article Fourth, paragraph one, deleting 2,000,000, and
   inserting, in lieu thereof, 22,000,000, and inserting to provide for the
   creation of the class of preferred stock designated as "Senior Preferred
   Stock";

   (b) amending Article Fourth, subdivision (b)3.A., deleting $350,000,000, and
   inserting, in lieu thereof, $500,000,000; and

   (c) Amending Article Seventh to provide for the rights of the holders of a
   series of Senior Preferred Stock to elect additional directors.

3. The text of the Restated Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth in
full:


                            HELLER FINANCIAL, INC.
                           (a Delaware corporation)

                                   RESTATED
                         CERTIFICATE of INCORPORATION
             

   FIRST: The name of the Company is HELLER FINANCIAL, INC.

   SECOND: The location of its registered office in the State of Delaware is to
be 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its agent therein and in charge thereof, and upon whom legal process against
this Company may be 

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served, is THE CORPORATION TRUST COMPANY, 1209 Orange Street, in said City of
Wilmington.


   THIRD: The nature of the business and the objects and purposes for which, and
for any of which, this Company is formed are to do any or all of the things
herein set forth as fully and to the same extent as natural persons might or
could do and in any part of the world, viz:

   (a) To buy, sell and generally deal in commercial paper, securities, shares
   of stock, bonds, debentures, and evidences of indebtedness of all kinds,
   whether secured or unsecured, including bills and accounts receivable, and to
   loan money on the security thereof, or otherwise, and to make in commercial
   paper, securities, shares of stock, bonds, debentures, and evidences of
   indebtedness of all kinds, whether secured or unsecured, including bills and
   accounts receivable, and to loan money on the security thereof, or otherwise,
   and to make advances upon consignments of merchandise and commodities, and to
   hypothecate such merchandise and commodities as security, and with power to
   transact all of the commercial and financial transactions pertaining to any
   of the businesses herein provided for.

   (b) To organize, incorporate, reorganize, finance, or assist financially or
   otherwise companies, corporations, syndicates, partnerships and associations
   of all kinds, and individuals, and to endorse, underwrite and subscribe for
   the bonds, stocks, securities, debentures, notes or undertakings of any
   company, corporation, syndicate, partnership, association or individual, and
   to make any guarantee in connection therewith, or otherwise, for the payment
   of money, and for the performance of any obligation or undertaking and to do
   any and all things necessary or convenient to carry any such purposes into
   effect.

   (c) To investigate, develop, consummate, undertake, and carry on any
   enterprise, business, transaction or operation, commonly carried on or
   undertaken by capitalists, financiers, trust companies, contracts,
   syndicates, merchants, importers, exporters, commission men or agents, and to
   acquire the good will, rights and property, and undertake the whole or any
   part of the assets and liabilities of any person, firm, association or
   corporation, and to pay for the same in cash, stock, bonds, or notes, or
   otherwise, and generally, as principal or agent, to institute, enter into,
   carry on, assist, promote, and participate in financial, commercial,
   mercantile, and other business, works, contracts, undertakings and
   operations.

   (d) To manufacture, buy, sell, warehouse, store and deal in goods, wares,
   merchandise, commodities and property of any and every kind, and also to
   advance money to any person, firm or corporation on the security of any such
   property, or on the security of commercial paper or notes given evidence of
   any deferred payments for any property sold by this Company or by any person,
   firm, association or corporation.

   (e) To insure any of the property or interest aforesaid, and the persons,
   firms or corporations owning, using or operating the same, against loss of
   fire, theft, collision or damage, or any risk or liability whatever.

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   (f) To engage in and carry on the business of general commission merchants,
   and purchasing and selling agents: to manufacture, buy, hold, own, produce,
   sell and otherwise dispose of, either as principal or agent, and upon
   commission or consignment or otherwise, goods, wares, merchandise,
   commodities, and personal property of all kinds.

   (g) To hold in trust, issue on commission, make advances upon, or sell,
   lease, license, transfer, organize, reorganize, incorporate, or dispose of
   any of the undertakings or resulting investments aforesaid, or the stock or
   securities thereof; to act as agent, trustee, or depositary for any of the
   above or like purposes, or any purpose herein mentioned, and to act as fiscal
   agent of any person, firm, association or corporation.

   (h) To obtain the grant of, purchase, lease, or otherwise acquire any
   concessions, rights, options, patents, privileges, franchises, licenses,
   lands, properties, undertakings, or businesses, or any right, option, or
   contract in relation thereto, and to perform, carry out and fulfill the terms
   and conditions thereof, and to carry the same into effect, and develop,
   maintain, lease, sell, transfer, dispose of, and otherwise deal with the
   same.

   (i) To subscribe for, or cause to be subscribed for, buy, own, hold,
   purchase, receive or otherwise acquire, and to sell, negotiate, guarantee,
   assign, deal in, exchange, transfer, mortgage, pledge, or otherwise dispose
   of, shares of the capital stock, scrip, bonds, coupons, mortgages,
   debentures, debenture stock, securities, notes and evidences of indebtedness,
   issued or created by other corporations, joint stock companies or
   associations, whether public, private or municipal, or any corporate body,
   and while owner thereof to possess and to exercise in respect thereof, all
   the rights, powers and privileges of ownership, including the right to vote
   thereon; to guarantee the payment of dividends on any shares of the capital
   of any of the corporations, joint stock companies or associations in which
   this Company has or may have an interest and to become surety in respect of,
   endorse or otherwise guarantee the payment of the principal or interest of
   any scrip, bonds, coupons, mortgages, debentures, securities, notes, or
   evidences of indebtedness issued or created by any such corporations, joint
   stock companies or associations; to become surety for or guarantee the
   carrying out and performance of any and all contracts, leases and other
   obligations of every kind of any such corporation, joint stock company, or
   association, any of whose shares, bonds, securities or evidences of
   indebtedness are held by or for this Company, and to do any acts or things
   designed to protect, preserve, improve or enhance the value of any such
   shares, bonds, securities or evidences of indebtedness.

   (j) To purchase, apply for, obtain, or otherwise acquire, any and all letters
   patent, licenses, patent rights, patented processes and similar rights
   granted by the United States or any other government or country, or any
   interest therein, or any inventions which may seem capable of being used for
   or in connection with any of the objects or purposes of this Company, and to
   use, exercise, develop, sell, lease, grant licenses in respect to, or other
   interests in the same, and otherwise turn the same to account, and to carry
   on any business, manufacturing or otherwise, which may be deemed to directly
   or indirectly effectuate these objects or any of them.

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   (k)  To secure, acquire, apply for, register, hold, own or otherwise dispose
   of any and all copyrights, trademarks, trade names and other trade rights.

   (l)  To organize, or cause to be organized, under the laws of the State of
   Delaware, or of any other state, territory or country, or the District of
   Columbia, a corporation or corporations for the purpose of accomplishing any
   of the objects for which this Company is organized, or for any other purpose
   or purposes, and to dissolve, wind up, liquidate, merge or consolidate any
   such corporation or corporations.

   (m)  To borrow money for the purposes of this Company, and to issue bonds,
   debentures, notes, and other obligations, and to secure the sale by pledge or
   mortgage of the whole, or any part of the property of this Company, either
   real or personal, or to issue bonds, notes, debentures, or other obligations,
   without any such security.

   (n)  To issue shares of stock, preferred stock, debentures, debenture stock,
   bonds, notes, and other obligations for cash, or property, or in exchange for
   the stock, bonds, notes or securities of any person, firm or corporation.

   (o)  To enter into, make, perform and carry out contracts of every kind for
   any lawful purpose, without limit as to amount, with any person, firm,
   association or corporation.

   (p)  To draw, make, accept, endorse, discount, execute and issue promissory
   notes, bills of exchange, warrants and other negotiable or transferable
   instruments.

   (q)  To purchase and acquire shares of the capital stock, bonds, and other
   obligations of this Company, from time to time, to such extent, and in such
   manner and upon such terms as its Board of Directors shall determine, and
   from time to time to accept, any such shares, bonds and obligations as
   security for, or in payment on account, or in satisfaction of, any claim or
   demand of this Company, and to reissue the same from time to time.

   (r)  To have one or more offices to carry on any or all of its operations and
   business, and, without restriction or limit as to amount, to purchase, lease,
   or otherwise acquire, hold, and own, and to mortgage, sell, convey, lease, or
   otherwise dispose of real and personal property of every class and
   description, in any of the states or territories of the United States and in
   the District of Columbia and in any and all foreign countries, subject to the
   laws of such state, district, territory or country.

   (s)  To do any and all things herein set forth, and in addition such other
   acts as are incident or conducive to the attainment of the purposes of this
   Company, or any of them, to the same extent as natural persons lawfully might
   or could do in any part of the world, insofar as such acts are not
   inconsistent with the provisions of the laws of the State of Delaware.
               
   The foregoing clauses shall be construed both as objects and powers, and it
   is hereby expressly provided that the foregoing enumeration of specific
   powers shall not be held to limit or restrict in any manner the powers of
   this Company, and are in furtherance 

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   of, and in addition to, and not in limitation of the general powers conferred
   by the laws of the State of Delaware.

   It is the intention that the purposes and powers specified in this Article
   Third hereof shall, except as otherwise expressly provided, in no wise be
   limited or restricted by reference to or interference from the terms of any
   other clause or paragraph of this Certificate, and that each of the purposes
   and powers specified in this Article Third hereof, shall be regarded as
   independent purposes and powers.

     "FOURTH:  (a)  The total number of shares of stock which the Company shall
     have authority to issue is 852,000,000, of which 2,000,000 shares, no par
     value, are to be of a class designated "Preferred Stock," 50,000,000
     shares, of the par value of $0.01 each, are to be of a class designated
     "Senior Preferred Stock," 500,000,000 shares, of the par value of $0.25
     each, are to be of a class designated Class A Common Stock ("Class A Common
     Stock") and 300,000,000 shares, of the par value of $0.25 each, are to be
     of a class designated Class B Common Stock ("Class B Common Stock," and
     together with the Class A Common Stock, "Common Stock").

     The relative powers, preferences and participating, optional or other
     special rights, and the qualifications, limitations and restrictions of the
     Class A Common Stock and Class B Common Stock of the Company shall be as
     follows:

          (1)  Except as otherwise set forth below in this Article FOURTH, the
     relative powers, preferences and participating, optional or other special
     rights, and the qualifications, limitations or restrictions of the Class A
     Common Stock and Class B Common Stock shall be identical in all respects.

          (2)  Subject to the rights of the holders of any outstanding Preferred
     Stock and Senior Preferred Stock and subject to any other provisions of
     this Restated Certificate of Incorporation, holders of Class A Common Stock
     and Class B Common Stock shall be entitled to receive such dividends and
     other distributions in cash, stock of any corporation or, subject to the
     next sentence, shares of Common Stock of the Company, or any property of
     the Company as may be declared thereon by the Board of Directors from time
     to time out of assets or funds of the Company legally available therefor
     and shall share equally on a per share basis in all such dividends and
     other distributions. In the case of dividends or other distributions
     payable in Common Stock, including distributions pursuant to stock splits
     or divisions of Common Stock, only shares of Class A Common Stock shall be
     paid or distributed with respect to Class A Common Stock and only shares of
     Class B Common Stock shall be paid or distributed with respect to Class B
     Common Stock. The shares of Class A Common Stock and Class B Common Stock
     so distributed shall be equal in number on a per share basis. Neither the
     shares of Class A Common Stock nor the shares of Class B Common Stock may
     be reclassified, subdivided or combined unless such reclassification,
     subdivision or combination occurs simultaneously and in the same proportion
     for each class. Notwithstanding anything herein to the contrary, the
     holders of the Class A Common Stock shall not be entitled to receive any
     special dividend declared and paid in respect of the Class B Common Stock
     within seven (7) days after the initial issuance by the Company of the
     Class A Common Stock.

          (3)  At every meeting of the stockholders of the Company every holder
     of Class A Common Stock shall be entitled to one vote in person or by proxy
     for each share of Class A Common Stock standing in its name on the transfer
     books of the Company, and every holder of Class B Common Stock shall be
     entitled to three votes in person or by proxy for each share of Class B
     Common Stock standing in its name on the transfer books of the Company, in
     connection with the election of directors and all other matters submitted
     to a vote of stockholders, subject to the right of The Fuji Bank, Limited
     and its subsidiaries (together with their respective successors, "Fuji
     Bank") or the Class B Transferee (as defined in Section (a)(6)(ii) below),
     as the case may be, to elect to reduce from time to time the number of
     votes per share to which the holders of Class B Common Stock are entitled
     from three to any number of votes per share of Class B Common Stock less
     than three (but not fewer than one) by written notice to the Company, which
     notice shall (A) specify the reduced number of votes per share, (B) be
     included with the records of the Company maintained by the Secretary and
     (C) for so long thereafter as there shall be shares of Class B Common Stock
     outstanding, be referred to or reflected in any proxy or information
     statement provided to holders of the Common Stock in connection with any
     matter to be voted upon by such holders.  Except as may be otherwise
     required by law or by this Article FOURTH, the holders of Class A Common
     Stock and Class B Common Stock shall vote together as a single class,
     subject to any voting rights that may be granted to holders of Preferred
     Stock and Senior Preferred Stock, on all matters submitted to a vote of the
     stockholders of the Company.  Notwithstanding anything herein to the
     contrary, in the event that at any time while held by Fuji Bank the
     outstanding shares of Class B Common Stock would represent greater than
     seventy nine percent (79%) of the combined voting power of all outstanding
     classes of voting stock of the Company, then for voting purposes the number
     of votes per share of Class B Common Stock shall be automatically reduced
     so that the shares of Class B Common Stock represent seventy nine percent
     (79%) of such combined voting power.

          (4)  In the event of any dissolution, liquidation or winding up of the
     affairs of the Company, whether voluntary or involuntary, after payment in
     full of the amounts required to be paid to the holders of any Preferred
     Stock and Senior Preferred Stock, the remaining assets and funds of the
     Company shall be distributed pro rata to the holders of Class A Common
     Stock and Class B Common Stock.  For purposes of this Section (a)(4), the
     voluntary sale, conveyance, lease, exchange or transfer (for cash, shares
     of stock, securities or other consideration) of all or substantially all of
     the assets of the Company or a consolidation or merger of the Company with
     one or more other corporations (whether or not the Company is the
     corporation surviving such consolidation or merger) shall not be deemed to
     be a liquidation, dissolution or winding up, voluntary or involuntary.

          (5)  In the case of any reorganization or consolidation or merger of
     the Company with one or more other entities, each holder of a share of
     Class A Common Stock shall be entitled to receive with respect to such
     share the same kind and amount of shares of stock and other securities and
     property (including cash), if any, receivable upon such reorganization,
     consolidation or merger by each holder of a share of Class B Common Stock,
     and each holder of a share of Class B Common Stock shall be entitled to
     receive with respect to such share the same kind and amount of shares of
     stock and other securities and property (including cash), if any,
     receivable upon such reorganization, consolidation or merger by a holder of
     a share of Class A Common Stock, except that shares of stock or other
     securities receivable upon such reorganization, consolidation or merger by
     a holder of a share of Class B Common Stock may differ from the shares of
     stock or other securities receivable upon such reorganization,
     consolidation or merger by a holder of a share of Class A Common Stock to
     the extent that the Class B Common Stock and Class A Common Stock differ as
     provided in this Restated Certificate of Incorporation of the Company.

          (6)  (i)  Each record holder of shares of Class B Common Stock may
     convert such shares into an equal number of shares of Class A Common Stock
     by surrendering the certificates for such shares, accompanied by any
     required tax transfer stamps and by a written notice by such record holder
     to the Company stating that such record holder desires to convert such
     shares of Class B Common Stock into the same number of shares of Class A
     Common Stock and requesting that the Company issue all of such shares of
     Class A Common Stock to persons named therein, and setting forth the number
     of shares of Class A Common Stock to be issued to each such person and the
     denominations in which the certificates therefor are to be issued. To the
     extent permitted by law, such voluntary conversion shall be deemed to have
     been effected at the close of business on the date of such surrender.

               (ii)  Each share of Class B Common Stock shall automatically
     convert into one share of Class A Common Stock upon the transfer of such
     share if, after such transfer, such share is not beneficially owned by Fuji
     Bank or, as set forth below in this Section (a)(6)(ii), the Class B
     Transferee or any subsidiaries of the Class B Transferee.  For purposes of
     this Restated Certificate of Incorporation, "beneficial owner", and any
     derivative term thereof, shall have the meaning ascribed to such term in
     Rule 13d-3 of the General Rules and Regulations of the Securities Exchange
     Act of 1934, as amended.  In addition, a person shall be the "beneficial
     owner" of any shares of Common Stock which such person or any of its
     affiliates or associates has (a) the right to acquire (whether such right
     is exercisable immediately or only after the passage of time), pursuant to
     any agreement, arrangement or understanding or upon the exercise of
     conversion rights, exchange rights, warrants or options, or otherwise, or
     (b) the right to vote pursuant to any agreement, arrangement or
     understanding (but neither such person nor any such affiliate or associate
     shall be deemed to be the beneficial owner of any shares of Common Stock
     solely by reason of a revocable proxy granted for a particular meeting of
     stockholders, pursuant to a public solicitation of proxies for such
     meeting, and with respect to which shares neither such person nor any such
     affiliate or associate is otherwise deemed the beneficial owner). For
     purposes of this Section (a), the term "subsidiary" means as to any person
     or entity, all corporations, partnerships, joint ventures, associations and
     other entities in which such person or entity beneficially owns (directly
     or indirectly) 50% or more of the outstanding voting stock, voting power,
     partnership interests or similar voting interests.

          Notwithstanding anything herein to the contrary, shares of Class B
     Common Stock representing more than a 50% voting interest in the then
     outstanding shares of Common Stock taken as a whole, when transferred by
     Fuji Bank in a single transaction or series of related transactions to one
     person unrelated to Fuji Bank (together with its successors, the "Class B
     Transferee") and/or any subsidiaries of the Class B Transferee, shall not
     automatically convert to shares of Class A Common Stock upon the transfer
     of such shares.  Following any such transfer of shares of Class B Common
     Stock representing more than a 50% voting interest in the outstanding
     shares of Common Stock taken as a whole to the Class B Transferee, any
     shares of Class B Common Stock retained by Fuji Bank shall automatically
     convert into shares of Class A Common Stock upon such transfer. For
     purposes of this Section (e)(6), each reference to a "person" shall be
     deemed to include not only a natural person, but also a corporation,
     partnership, joint venture, association, or other legal entity of any kind;
     and each reference to a "natural person" (or to a "record holder" of
     shares, if a natural person) shall be deemed to include in his
     representative capacity a guardian, committee, executor, administrator or
     other legal representative of such natural person or record holder.

          Each share of Class B Common Stock shall automatically convert into
     one share of Class A Common Stock if at any time the number of shares of
     Class B Common Stock then outstanding is less than thirty percent (30%) of
     the aggregate number of shares of Common Stock then outstanding.

          The Company will provide notice of any automatic conversion of all
     outstanding shares of Class B Common Stock to all holders of record of
     shares of Common Stock as soon as practicable following such conversion;
     provided, however, that the Company may also satisfy such notice
     requirement by providing such notice prior to such conversion.  Such notice
     shall be provided by mailing notice of such conversion, first class,
     postage prepaid, to each holder of record of shares of Common Stock, at
     such holder's address as it appears on the transfer books of the Company;
     provided, however, that no failure to give such notice nor any defect
     therein shall affect the validity of the automatic conversion of any shares
     of Class B Common Stock.  Each such notice shall state, as appropriate, the
     following:

          (A)  the automatic conversion date;

          (B)  that all outstanding shares of Class B Common Stock are to be or
          have been automatically converted, and that from such automatic
          conversion date the certificates evidencing any shares of Class B
          Common Stock shall evidence the same number of shares of Class A
          Common Stock; and

          (C)  the place or places where certificates for such shares are to be
          surrendered for exchange for certificates evidencing the shares of
          Class A Common Stock.

          Immediately upon such conversion on the automatic conversion date, the
     rights of the holders of shares of Class B Common Stock as such shall cease
     and such holders shall be treated for all purposes as having become the
     record owners of the shares of Class A Common Stock issuable upon such
     conversion; provided, however, that such persons shall be entitled to
     receive when paid any dividends declared on the Class B Common Stock as of
     a record date preceding the time of such conversion and unpaid as of the
     time of such conversion, subject to Section (a)(6)(vi) below.

          (iii)  Holders of shares of Class B Common Stock may (A) sell or
     otherwise dispose of or transfer any or all of such shares held by them
     only in connection with a transfer which meets the qualifications of
     Section (a)(6)(iv) below, and under no other circumstances, or (B) convert
     any or all of such shares into shares of Class A Common Stock as provided
     in Section (a)(6)(i) above.  No one other than those persons or entities in
     whose names shares of Class B Common Stock become registered on the
     original stock ledger of the Company by reason of their record ownership of
     shares of Common Stock of the Company which are reclassified into shares of
     Class B Common Stock, or transferees or successive transferees who receive
     shares of Class B Common Stock in connection with a transfer which meets
     the qualifications set forth in Section (a)(6)(iv) below, shall by virtue
     of the acquisition of a certificate for shares of Class B Common Stock have
     the status of an owner or holder of shares of Class B Common Stock or be
     recognized as such by the Company or be otherwise entitled to enjoy for its
     own benefit the special rights and powers of a holder of shares of Class B
     Common Stock.

          Holders of shares of Class B Common Stock may at any and all times
     transfer to any person or entity the shares of Class A Common Stock
     issuable upon conversion of such shares of Class B Common Stock.

          (iv) Shares of Class B Common Stock shall be transferred on the books
     of the Company and a new certificate therefor issued, upon presentation at
     the office of the Secretary of the Company (or at such additional place or
     places as may from time to time be designated by the Secretary or any
     Assistant Secretary of the Company) of the certificate for such shares, in
     proper form for transfer and accompanied by all requisite stock transfer
     tax stamps, only if such certificate when so presented shall also be
     accompanied by any one of the following:

          (a)  a written notice from Fuji Bank, stating that the certificate for
     such shares is being presented to effect a transfer by Fuji Bank of shares
     to a subsidiary or subsidiaries of Fuji Bank;

          (b)  a written notice from Fuji Bank, stating that the certificate for
     such shares is being presented to effect a transfer by any subsidiary of
     Fuji Bank of shares to Fuji Bank or another subsidiary or subsidiaries of
     Fuji Bank;

          (c)  a written notice from Fuji Bank, stating that the certificate for
     such shares is being presented to effect a transfer by Fuji Bank or any of
     its subsidiaries of shares to the Class B Transferee or a subsidiary or
     subsidiaries of the Class B Transferee as contemplated by Section
     (a)(6)(ii);

          (d)  a written notice from the Class B Transferee stating that the
     certificate for such shares is being presented to effect a transfer by the
     Class B Transferee of shares to a subsidiary or subsidiaries of the Class B
     Transferee; or

          (e)  a written notice from the Class B Transferee stating that the
     certificate for such shares is being presented to effect a transfer by any
     subsidiary of the Class B Transferee of shares to the Class B Transferee or
     another subsidiary or subsidiaries of the Class B Transferee.

          If a record holder of shares of Class B Common Stock shall deliver a
     certificate for such shares, endorsed by it for transfer or accompanied by
     an instrument of transfer signed by it, to a person or entity who receives
     such shares in connection with a transfer which does not meet the
     qualifications set forth in this Section (a)(6)(iv), then such person or
     entity or any successive transferee of a certificate for such shares may
     treat such endorsement or instrument as authorizing it on behalf of such
     record holder to convert such shares in the manner above provided for the
     purpose of the transfer to itself of the shares of Class A Common Stock
     issuable upon such conversion, and to give on behalf of such record holder
     the written notice of conversion above required, and may convert such
     shares of Class B Common Stock accordingly.

          If such shares of Class B Common Stock shall improperly have been
     registered in the name of such a person or entity (or in the name of any
     successive transferee of such certificate) and a new certificate therefor
     issued, such person or entity or such transferee shall surrender such new
     certificate for cancellation, accompanied by the written notice of
     conversion above required, in which case (1) such person or entity or such
     transferee shall be deemed to have elected to treat the endorsement on (or
     instrument of transfer accompanying) the certificate so delivered by such
     former record holder as authorizing such person or entity or such
     transferee on behalf of such former record holder so to convert such shares
     and so to give such notice, (2) the shares of Class B Common Stock
     registered in the name of such former record holder shall be deemed to have
     been surrendered for conversion for the purpose of the transfer to such
     person or entity or such transferee of the shares of Class A Common Stock
     issuable upon conversion and (3) the appropriate entries shall be made on
     the books of the Company to reflect such action.

        In the event that the Board of Directors of the Company (or any
     committee or subcommittee of the Board of Directors, or any officer of the
     Company, designated for this purpose by the Board of Directors) shall
     determine, upon the basis of facts not disclosed in any notice or other
     document accompanying the certificate for shares of Class B Common Stock
     when presented for transfer, that such shares of Class B Common Stock have
     been registered in violation of the provisions of Section (a)(6), or shall
     determine that a person or entity is enjoying for his or its own benefit
     the special rights and powers of shares of Class B Common Stock in
     violation of such provisions, then the Company shall take such action at
     law or in equity as is appropriate under the circumstances.  An
     unforeclosed pledge made to secure a bona fide obligation shall not be
     deemed to violate such provisions.

          (v)    Every certificate for shares of Class B Common Stock shall bear
     a legend on the face thereof reading as follows:

        "The shares of Class B Common Stock represented by this certificate may
    not be transferred to any person or entity in connection with a transfer
    that does not meet the qualifications set forth in Section (a)(6)(iv) of
    Article FOURTH of the Restated Certificate of Incorporation of Heller
    Financial, Inc. and no person or entity who receives such shares in
    connection with a transfer which does not meet the qualifications prescribed
    by Section (a)(6)(iv) of said Article FOURTH is entitled to own or to be
    registered as the record holder of such shares of Class B Common Stock, but
    the record holder of this certificate may at any time convert such shares of
    Class B Common Stock into the same number of shares of Class A Common Stock.
    Each holder of this certificate, by accepting the same, accepts and agrees
    to all of the foregoing."

          (vi)   Upon any conversion of shares of Class B Common Stock into
     shares of Class A Common Stock pursuant to the provisions of this Section
     (a)(6), any dividend for which the record date or payment date shall be
     subsequent to such conversion and which may have been declared on the
     shares of Class B Common Stock so converted shall be deemed to have been
     declared, and shall be payable, with respect to the shares of Class A
     Common Stock into or for which such shares of Class B Common Stock shall
     have been so converted, and any such dividend which shall have been
     declared on such shares payable in shares of Class B Common Stock shall be
     deemed to have been declared, and shall be payable, in shares of Class A
     Common Stock.

          (vii)  The Company shall not reissue or resell any shares of Class B
     Common Stock which shall have been converted into shares of Class A Common
     Stock pursuant to or as permitted by the provisions of this Section (e)(6),
     or any shares of Class B Common Stock which shall have been acquired by the
     Company in any other manner. The Company shall, from time to time, take
     such appropriate action as may be necessary to retire such shares and to
     reduce the authorized amount of Class B Common Stock accordingly.

          The Company shall at all times reserve and keep available, out of its
     authorized but unissued Common Stock, such number of shares of Class A
     Common Stock as would be issuable upon the conversion of all shares of
     Class B Common Stock then outstanding.

          (viii) In connection with any transfer or conversion of any stock of
     the Company pursuant to or as permitted by the provisions of this Section
     (a)(6), or in connection with the making of any determination referred to
     in this Section (a)(6):

                 (A) The Company shall be under no obligation to make any
     investigation of facts unless an officer, employee or agent of the Company
     responsible for making such transfer or determination or issuing Class A
     Common Stock pursuant to such conversion has substantial reason to believe,
     or unless the Board of Directors (or a committee or subcommittee of the
     Board of Directors designated for the purpose) determines that there is
     substantial reason to believe, that any notice or other document is
     incomplete or incorrect in a material respect or that an investigation
     would disclose facts upon which any determination referred to in Section
     (a)(6)(iv) above should be made, in either of which events the Company
     shall make or cause to be made such investigation as it may deem necessary
     or desirable in the circumstances and have a reasonable time to complete
     such investigation.

                 (B) Except as otherwise required by law, neither the Company
     nor any director, officer, employee or agent of the Company shall be liable
     in any manner for any action taken or omitted in good faith in connection
     with the registration of transfer of the shares of Common Stock.

                 (C) The Company will not be required to pay any documentary,
     stamp or similar issue or transfer taxes payable in respect of the issue or
     delivery of shares of Class A Common Stock on the conversion of shares of
     Class B Common Stock pursuant to this Section (a)(6), and no such issue or
     delivery shall be made unless and until the person or entity requesting
     such issue has paid to the Company the amount of any such tax or has
     established, to the satisfaction of the Company, that such tax has been
     paid.

               (D)  Subject to the rights of any holders of Preferred Stock and
     Senior Preferred Stock, all rights to vote and all voting power (including,
     without limitation thereto, the right to elect directors) shall be vested
     exclusively, in accordance with Section (a)(3) and subsections (D) through
     (F) of this Section (a)(6)(viii), inclusive, in the holders of Common
     Stock, voting together as a single class, except as otherwise expressly
     required by the law of the State of Delaware, this Restated Certificate of
     Incorporation or the By-Laws of the Company.

               (E)  At any meeting of stockholders, the presence in person or by
     proxy of the holders of shares entitled to cast a majority of all the votes
     which could be cast at such meeting by the holders of all of the
     outstanding shares of stock of the Company entitled to vote on every matter
     that is to be voted on without regard to class at such meeting shall
     constitute a quorum.

               (F)  At every meeting of stockholders, the holders of shares of
     Class A Common Stock and the holders of shares of Class B Common Stock
     shall vote together as one class, and their votes shall be counted and
     totaled together; and at any meeting of stockholders duly called and held
     at which a quorum (determined in accordance with the provisions of
     subsection (E)) is present, (i) in all matters other than the election of
     directors, a majority of the votes which could be cast at such meeting upon
     a given question and (ii) in the case of the election of directors, a
     plurality of the votes which could be cast at such meeting upon such
     election, by such holders who are present in person or by proxy, shall be
     necessary in addition to any vote or other action that may be expressly
     required by the provisions of this Restated Certificate of Incorporation or
     by the law of the State of Delaware, to decide such question or election,
     and shall decide such question or election if no such additional vote or
     other action is so required.

               (7)  In the event that at any time or from time to time the
     Company issues any additional shares of Class A Common Stock of the Company
     or any other securities of the Company convertible into shares of Class A
     Common Stock of the Company (other than pursuant to any employee stock or
     stock option benefit plan or in connection with any stock split or stock
     dividend), the holders of shares of Class B Common Stock shall have the
     right to subscribe for and purchase additional shares of Class B Common
     Stock or shares of such other securities such that such holders of Class B
     Common Stock may, by purchasing such additional securities, maintain the
     same percentage beneficial ownership interest (including voting and/or
     economic interest) that such holders held immediately prior to the issue of
     such additional securities.

     At the time of the filing of this amendment to the Restated Certificate of
     Incorporation with the Secretary of State of the State of Delaware, each
     outstanding whole share of Common Stock, par value $0.25 per share, shall
     automatically, without the necessity of any further action on the part of
     the holder thereof, be reclassified into one share of Class B Common Stock.

     The Preferred Stock and the Senior Preferred Stock may be issued from time
     to time in one or more series of any number of shares, provided that (i)
     the aggregate number of shares of Preferred Stock issued and not canceled
     of any and all such series shall not exceed the total number of shares of
     Preferred Stock authorized, and (ii) the aggregate number of shares of
     Senior Preferred Stock issued and not canceled of any and all such series
     shall not exceed the total number of shares of Senior Preferred Stock
     authorized. Authority is hereby expressly granted to the Board of Directors
     from time to time to issue the Preferred Stock or Senior Preferred Stock as
     Preferred Stock or Senior Preferred Stock, respectively, of any series and,
     in connection with the creation of each such series, to fix by the
     resolution or resolutions providing for the issue of shares thereof, the
     number of shares of such series, and the voting powers, full or limited, or
     no voting powers, and such distinctive designations, preferences and
     relative, participating,  optional or other special rights, and the
     qualifications, limitations or restrictions of such series, to the full
     extent now or hereafter permitted by the laws of the State of Delaware.

     Subject to the provisions of this Restated Certificate of Incorporation and
     except as otherwise provided by law, the shares of stock of the Company,
     regardless of class, may be issued for such consideration and for such
     corporate purposes as the Board of Directors may from time to time
     determine.

     Except as otherwise specifically set forth herein, no holder of stock of
     the Company shall have any preemptive rights with respect to stock of the
     Company."

                                       5
<PAGE>
 

   (b) The Board of Directors pursuant to the authority expressly vested in this
   Article Fourth, and pursuant to the provisions of the General Corporation Law
   of the State of Delaware has by resolution fixed the voting powers,
   designation, preferences and relative, participating, optional or other
   special rights, and the qualifications, limitations or restrictions thereof
   of the following series of Preferred Stock:

       NW Preferred Stock, Class B

       1. Designation.  The designation of the series of Preferred Stock created
       by this Resolution shall be "NW Preferred Stock, Class B (No Par Value)",
       the first series of said stock when issued to be designated as "Series
       A", and each subsequent series when issued thereafter to be lettered
       consecutively (all such series hereinafter called the "NW Preferred
       Stock").  The NW Preferred Stock, Class B shall consist of 100,000
       shares.  Except as hereinafter set forth, all such series when issued are
       to be governed by the same voting powers, designation, preferences and
       relative, participating, optional or other special rights, and the
       qualifications, limitations or restrictions thereof as each of the other
       series of Preferred Stock.

       2. Dividends.  The holders of shares of the NW Preferred Stock shall be
       entitled to receive, when, as and if declared by the Board of Directors,
       dividends in cash in an amount determined at a rate equal to one percent
       per annum above the rate of interest at which deposits in United States
       dollars are offered by the principal office of The Fuji Bank, Limited in
       London, England, to prime banks in the London interbank market for a
       period equal to three months (or, in the case of the initial issuance of
       a series of NW Preferred Stock, for a period equal to the period
       commencing on the date of issuance of such series and ending on the date
       of the calendar quarter during which such issuance occurred), which
       dividend amount shall be established on the second business day preceding
       the first day of each calendar quarter (or in the case of the initial
       issuance of a series of NW Preferred Stock, on the second business day
       preceding the date of issuance of such series), payable quarterly on
       March 31, June 30, September 30, and 

                                       6

<PAGE>
 
 
       December 31 in each year, commencing on the first such date following the
       initial issuance of any series of NW Preferred Stock (each of such
       quarterly periods (or, in the case of the initial issuance of a series of
       NW Preferred Stock, such shorter period) ending on the last day of such
       months, being hereinafter called a `dividend period'). The rights of
       holders of the NW Preferred Stock shall be noncumulative. Accordingly, if
       the Board of Directors fails to declare a dividend on the NW Preferred
       Stock payable on a dividend payment date, then holders of NW Preferred
       Stock will have no right to receive a dividend in respect of the dividend
       period ending on such dividend payment date, and the Company will have no
       obligation to pay dividends accrued for such period, whether or not
       dividends on the NW Preferred Stock are declared payable on any future
       dividend payment date. The amount of dividends payable for any period
       shorter than a full quarterly dividend period will be calculated on the
       basis of a 360-day year consisting of twelve 30-day months. All dividends
       declared upon the shares of the NW Preferred Stock and any other
       preferred stock ranking on a parity as to dividends with the NW Preferred
       Stock shall be declared pro rata, so that the amounts of dividends
       declared per share on the NW Preferred Stock and such other preferred
       stock shall in all cases bear to each other the same rate that Accrued
       Dividends per share on the shares of the NW Preferred Stock and such
       other preferred stock bear to each other. No full dividends shall be
       declared or paid or set apart for payment of the preferred stock of any
       series ranking, as to dividends, on a parity with or junior to the NW
       Preferred Stock for any period unless dividends have been or
       contemporaneously are declared and paid or declared and a sum sufficient
       for the payment thereof set apart for such payment on the NW Preferred
       Stock for the then-current dividend period (without accumulation of
       accrued and unpaid dividends for prior dividend periods unless previously
       declared). When dividends are not paid in full, as aforesaid, upon the
       shares of NW Preferred Stock and any other preferred stock ranking on a
       parity as to dividends with the NW Preferred Stock, all dividends
       declared upon shares of NW Preferred Stock and any other class of series
       of preferred stock ranking on a parity as to dividends with the NW
       Preferred Stock shall be declared pro rata so that the amount of
       dividends declared per share on the NW Preferred Stock and such other
       preferred stock shall in all cases bear to each other the same ratio that
       dividends per share on the shares of NW Preferred Stock for the then-
       current dividend period (without accumulation of accrued and unpaid
       dividends for prior dividend periods unless previously declared) and such
       other preferred stock bear to each other. Holders of shares of NW
       Preferred Stock shall not be entitled to any dividend, whether payable in
       cash, property or stock, in excess of full dividends for the then-current
       dividend period (without accumulation of accrued and unpaid dividends for
       prior dividend periods unless previously declared), as herein provided,
       on the NW Preferred Stock. Holders of shares of the NW Preferred Stock
       shall not be entitled to any dividends, whether payable in case, property
       or stock, and no dividends shall be paid on any shares of NW Preferred
       Stock during the existence of a default in the payment of principal of or
       interest on any outstanding indebtedness of the Company for money
       borrowed.

       3. Rights of Redemption. The shares of the NW Preferred Stock shall be
       subject to redemption as follows:

                                       7       

<PAGE>
 
 
           A.  Mandatory Redemption.  Each share of each series of NW Preferred
           Stock shall be redeemable no less than 30 and no more than 45 days
           following the end of a calendar quarter upon five business days'
           prior written notice to the Company from the holder, (the date on
           which any such redemption shall occur being referred to herein as the
           'Redemption Date'), in whole or in part, in an aggregate amount in
           such calendar quarter not exceeding the excess of the Net Worth of
           the Company, as defined herein, at the end of such quarter over
           $500,000,000, at a redemption price equal to the price paid to the
           Company upon the issuance thereof, plus Accrued Dividends in respect
           thereof, provided that the Company shall be obligated to effect any
           such redemption only to the extent that its doing so will not (i)
           result in a breach of or default under any agreement for or
           instrument evidencing indebtedness of, or guaranteed by, the Company
           and (ii) conflict with the provisions set forth under Paragraph 2
           hereof restricting the payment of dividends on any shares of NW
           Preferred Stock during the existence of a default in the payment of
           principal of or interest on any outstanding indebtedness of the
           Company for money borrowed.

           Unless provision has been made for payment in full of Accrued
           Dividends on all preferred stock, no sum shall be set aside for the
           redemption of any Preferred Stock nor shall any Preferred Stock be
           purchased or otherwise acquired by the Company.

           B.  Sinking Fund, Etc. Shares of the NW Preferred Stock are not
           subject or entitled to the benefit of a sinking fund.

           C.  Effect of Redemption.  After a Redemption Date in respect of any
           shares of NW Preferred Stock, shares redeemed on such Redemption Date
           shall not be deemed to be outstanding and shall not be transferable
           on the books of the Company except to the Company.

           D.  Receipt of Redemption Price.  At any time on or after a
           Redemption Date in respect of any shares of NW Preferred Stock, the
           respective holders of record of shares of NW Preferred Stock to be
           redeemed shall be entitled to receive the redemption price upon
           actual delivery to the Company of certificates for the shares to be
           redeemed.

           E.  Return of Deposits, Etc.  Any moneys deposited with the transfer
           agent, or other redemption agent, for the redemption of any shares of
           NW Preferred Stock which shall not be claimed after five years from
           the Redemption Date shall be repaid to the Company by such agent on
           demand, and the holder of any such shares of NW Preferred Stock shall
           thereafter look only to the Company for any payment to which such
           holder may be entitled. Any interest accrued on money so deposited
           shall belong to the Company and shall be paid to it from time to time
           on demand.

                                       8

<PAGE>
 
 
           F. Redemption by Deposit. If on or before the Redemption Date in
           respect of any shares of NW Preferred Stock, funds necessary for such
           redemption shall have been deposited by the Company, in trust for the
           pro rata benefit of the holders of the shares called for redemption
           on such Redemption Date, with a bank or trust company in good
           standing organized under the laws of the United States of America,
           doing business in the City of Chicago or in the Borough of Manhattan,
           in the City of New York, having a capital, surplus and undivided
           profits aggregating at least $10,000,000 according to its last
           published statement of condition, then, notwithstanding that any
           certificate for shares to be redeemed shall not have been surrendered
           for cancellation, from and after such Redemption Date, all shares to
           be redeemed shall no longer be deemed to be outstanding and all
           rights with respect to such shares shall forthwith cease and
           terminate, except only the right of the holders thereof to receive
           the redemption price for such shares, without interest, and the right
           to exercise on or before the close of business on the Redemption
           Date, privileges of exchange or conversion, if any, not theretofore
           expiring. Any interest accrued on such funds shall be paid to the
           Company from time to time.

       4.  Rights on Liquidation, Dissolution or Winding Up.

           A. In the event of any voluntary or involuntary liquidation,
           dissolution or winding up of the Company, the holders of shares of
           the NW Preferred Stock then outstanding shall be entitled to be paid
           out of the assets of the Company available for distribution to its
           stockholders, before any payment shall be made to the holders of any
           class of capital stock of the Company ranking junior upon liquidation
           to the NW Preferred Stock, an amount equal to the price paid for each
           such share upon the issuance thereof plus an amount equal to all
           Accrued Dividends thereon to and including the date of payment.

           B. In the event the assets of the Company available for distribution
           to the holders of shares of NW Preferred Stock upon any involuntary
           or voluntary liquidation, dissolution or winding up of the Company
           shall be insufficient to pay in full all amounts to which such
           holders are entitled pursuant to subparagraph A of this paragraph 4,
           no such distribution shall be made on account of any shares of any
           other class or series of preferred stock ranking on a parity with the
           shares of NW Preferred Stock upon liquidation unless proportionate
           distributive amounts shall be paid on account of the shares of NW
           Preferred Stock, ratably, in proportion to the full distributive
           amounts to which the holders of all such parity shares are
           respectively entitled upon such liquidation, dissolution or winding
           up.

       5.  Voting. The shares of the NW Preferred Stock shall not have any
       voting powers, either general or special, except as required by
       applicable law.

       6.  Definitions.

                                       9

<PAGE>
 
 
           A. The term 'business day' shall mean a day on which dealings are
           carried on in the London interbank market and banks are open in
           London, and banks are not required or authorized to dose in New York
           City or in Chicago, it being understood, however, that for purposes
           of paragraph 2 of this Resolution, the term 'business day' shall not
           include reference to Chicago.

           B. The term `Accrued Dividends' shall mean the aggregate amount of
           dividends that have been declared but have not been paid in respect
           of shares of the NW Preferred Stock.

           C. Intentionally Omitted.

           D. Intentionally Omitted.

           E. The term 'Net Worth' in respect of any period shall mean the
           stockholders' equity of the Company, including preferred stock,
           common stock and earned surplus and all other items listed under the
           heading "Stockholders' Equity" on the balance sheet of the Company,
           as determined in accordance with generally accepted accounting
           principles, consistently applied, and shown on the balance sheet of
           the Company as at the close of such period; provided, that Net Worth
           shall be increased by the aggregate amount of the accrued and unpaid
           dividends on all shares of NW Preferred Stock outstanding on the last
           day of the period in respect of which Net Worth is being determined,
           and by the aggregate amount of the liquidation preference of all such
           shares of NW Preferred Stock to the extent not otherwise included in
           Net Worth pursuant to the foregoing provisions of this definition.

           F. The term "Preferred Stock" shall mean any preferred stock created
           and issued under the Restated Certificate of Incorporation of the
           Company as in effect on the date of this Resolution, including the NW
           Preferred Stock, whether or not issued. The term "preferred stock"
           shall mean shares of any class of stock (including Preferred Stock)
           if the holders of such class shall be entitled to the receipt of
           dividends or of amounts distributable upon liquidation, dissolution
           or winding up, in preference or priority to the holders of shares of
           Common Stock.

           G. For the purposes of this Resolution any stock of any class or
           classes of the Company shall be deemed to rank:

           (1) prior to shares of the NW Preferred Stock, either as to dividends
           or upon liquidation, if the holders of such class or classes shall be
           entitled to the receipt of dividends or of amounts distributable upon
           liquidation, dissolution or winding up, as the case may be, in
           preference or priority to the holders of shares of the NW Preferred
           Stock;

                                      10

<PAGE>
 
 
           (2) on a parity with shares of the NW Preferred Stock, either as to
           dividends or upon liquidation, whether or not the dividend rates,
           dividend payment dates, or redemption or liquidation prices per share
           thereof be different from those of the NW Preferred Stock, if the
           holders of such stock shall be entitled to the receipt of dividends
           or of amounts distributable upon liquidation, dissolution or winding
           up, as the case may be, in proportion to their respective dividend
           rates or liquidation prices, without preference or priority of one
           over the other as between the holders of such stock and the holders
           of shares of NW Preferred Stock; and

           (3) junior to shares of the NW Preferred Stock, either as to
           dividends or upon liquidation, if such class shall be common stock of
           the Company or if the holders of the NW Preferred Stock shall be
           entitled to the receipt of dividends or of amounts distributable upon
           liquidation, dissolution or winding up, as the case may be, in
           preference or priority to the holders of shares of such class or
           classes.

   FIFTH: The existence of this Company is to be perpetual.
   
   SIXTH: The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.

   SEVENTH: Except as otherwise provided for or fixed pursuant to the provisions
of Article Fourth of this Restated Certificate of Incorporation relating to the
rights of the holders of a series of the Senior Preferred Stock to elect
additional directors, the number of directors of this Company shall be fixed and
may be altered from time to time as may be provided in the By-laws. In case of
any increase in the number of directors, the additional directors may be elected
by the directors, or by the stockholders, at an annual or special meeting.

   EIGHTH: In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors are expressly authorized:

   (a) To fix, determine and vary from time to time the amount to be maintained
   as surplus and the amount or amounts to be set apart as working capital.

   (b) To make, alter, amend or repeal By-laws for this Company without any
   action on the part of the stockholders. The By-laws made by the directors may
   be altered or repealed by the stockholders.

   (c) To designate two or more directors to constitute an executive committee,
   which committee shall have and exercise (except when the Board of Directors
   shall be in session) such powers and rights of the full Board of Directors in
   the management of the business and affairs of this Company as may be lawfully
   delegated, and shall have power to authorize the seal of this Company to be
   affixed to all papers which may require it.

                                      11

<PAGE>
 
 
   (d) If the By-laws of this Company shall so provide, the stockholders and
   directors shall have power to hold their meetings either within or without
   the State of Delaware, and to have one or more offices outside of the State
   of Delaware, and to keep the books and records except the original or
   duplicate stock ledger, of this Company outside the State of Delaware, and at
   such place or places as may from time to time be designated by the Board of
   Directors.

   (e) To authorize and cause to be executed mortgages and liens without limit
   as to amount, upon the real and personal property of this Company.

   (f) From time to time to determine whether and to what extent, and at what
   time and place and under what conditions and regulations the accounts and
   books of this Company, or any of them, shall be open to the inspection of the
   stockholders; and no stockholder shall have any right to inspect any account
   or book or document of this Company except as conferred by statute or the By-
   laws or as authorized by a resolution of the directors or stockholders.


   (g) To sell, assign, transfer, convey and otherwise dispose of a part of the
   property, assets and effects of this Company, less than the whole or
   substantially the whole thereof, on such terms and conditions as they shall
   deem advisable, without the assent of the stockholders in writing or
   otherwise; and also to sell, assign, transfer, convey and otherwise dispose
   of the whole, or substantially the whole, of the property, assets, effects,
   franchises, and good will of this Company on such terms and conditions as
   they shall deem advisable but only with the assent in writing, or pursuant to
   the vote, of the holders of not less than two-thirds in interest of all the
   stockholders of this Company but in any event not less than the amount
   required by law.

   (h) All of the powers of this Company, insofar as the same lawfully may be
   vested by this Certificate in the directors, are hereby conferred upon the
   said directors of this Company.

   NINTH: This Company may in its By-laws fix the number (not less than the
number required by law or in this Certificate) of shares, the holders of which
must consent to, or which must be voted in favor of, any specific act or acts by
this Company, or its Board of Directors, and during the period for which such
number remains so fixed, such specified act or acts shall not and may not be
performed or carried out by this Company, or its Board of Directors without the
consent or affirmative vote of the holders of at least the number of shares so
fixed.

   TENTH: In the absence of fraud, no contract or transaction between this
Company and any other corporation shall be affected by the fact that the
directors of this Company are interested in or are directors or officers of such
other corporation, and any director individually may be a party to, or may be
interested in any such contract or transaction of this Company; and no such
contract or transaction of this Company with any person or persons, firm or
association, shall be affected by the fact that any director of this Company is
a party to, or interested in such contract or transaction, or in any way
connected with such person or persons, firm or association, provided that the
interest in any such contract or transaction of any such director shall be fully
disclosed, and that such contract or other

                                      12

<PAGE>
 
 
transaction shall be authorized or ratified by the vote of a sufficient number
of the directors of this Company not so interested; and each and every person
who may become a director in this Company is hereby relieved from any liability
that might otherwise exist from thus contracting with this Company for the
benefit of himself or any firm, association, or corporation in which he may be
in anyway interested.

   ELEVENTH: This Company may in its Bylaws make any other provisions or
requirements for the management or conduct of the business of this Company,
provided the same be not inconsistent with the provisions of this Certificate,
or contrary to the laws of the State of Delaware, or the United States.

   TWELFTH: Except where other notice is specifically required by statute
written notice only of any stockholder's meeting, given as provided in the By-
laws shall be sufficient without publication or other form of notice.

   THIRTEENTH: Any officer elected or appointed by the Board of Directors, or by
the Executive Committee, or by the stockholders, or any member of the Executive
Committee, or of any other standing committee, or any director of this Company
may be removed at any time, with or without cause, in such manner as shall be
provided in the By-laws of this Company.

   FOURTEENTH: No director of this Company shall be personally liable to the
Company or to its stockholders for monetary damages arising out of or resulting
from any breach of his fiduciary duty as a director; provided, however, that
this Article Fourteenth shall not apply in any case where such liability arises
out of or results from: (a) the breach by such director of his duty of loyalty
to the Company or to its stockholders; (b) any act or omission of such director
not in good faith or which involves intentional misconduct or a knowing
violation of the law; (c) any transaction from which such director derives an
improper personal benefit; or (d) any payment of a dividend or any purchase or
redemption of the capital stock of the Company in violation of the provisions of
Section 174 of the General Corporation Law of the State of Delaware. This
Article Fourteenth shall be effective as of, and shall apply to any act,
omission or transaction of any director of this Company occurring on or after,
July 1, 1986.

   FIFTEENTH:  This Company reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation in the
manner now or hereafter prescribed by statute and all rights conferred on
officers, directors and stockholders herein are granted subject to this
reservation.

4. This Restated Certificate of Incorporation was adopted by the written Consent
of the sole stockholder of the Company dated August 28, 1992, in accordance with
the applicable provisions of Section 228, 242, 243 and 245 of the General
Corporation Law of the State of Delaware.



                                      13