EXHIBIT 3.1
                                                                     -----------

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          THE LESLIE FAY COMPANY, INC.


                                   ARTICLE I

                  The name of the Corporation is:

                         "The Leslie Fay Company, Inc."


                                   ARTICLE II

                  The address of the registered office of the Corporation in the
State of Delaware is: 15 East North Street, Dover, Kent County, Delaware 19901.
The name of the registered agent of the Corporation in the State of Delaware at
such address is: United Corporate Services, Inc.


                                  ARTICLE III

                  The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized and incorporated
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

                  (1) Authorized Stock. The total number of shares of stock
which the corporation shall have authority to issue is twenty million five
hundred thousand (20,500,000), consisting of twenty million (20,000,000) shares
of common stock, par value $.01 per share ("Common Stock"), and five hundred
thousand (500,000) shares of preferred stock, par value $.01 per share
("Preferred Stock").

                  (2) Preferred Stock. The Preferred Stock may be issued from
time to time in one or more series. The Board of Directors is hereby authorized
to create and provide for the issuance of shares of Preferred Stock in series
and, by filing a certificate pursuant to the applicable law of the State of
Delaware (hereinafter referred to as a "Preferred Stock Designation"), to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, power, preferences and rights of the shares
of each such series and the qualifications, limitations or restrictions thereof.

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                  The authority of the Board of Directors with respect to each
series shall include, but not be limited to, determination of the following:

                     (1) The designation of the series, which may be by
distinguishing number, letter or title.

                     (2) The number of shares of the series, which number the
Board of Directors may thereafter (except where otherwise provided in the
Preferred Stock Designation) increase or decrease (but not below the number of
shares thereof then outstanding).

                     (3) Whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series.

                     (4) The dates at which dividends, if any, shall be payable.

                     (5) The redemption rights and price or prices, if any, for
shares of the series.

                     (6) The terms and amount of any sinking fund provided for
the purchase or redemption of shares of the series.

                     (7) The amounts payable on, and the preferences, if any, of
shares of the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation.

                     (8) Whether the shares of the series shall be convertible
into or exchangeable for shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series of such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates at which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion may
be made.

                     (9) Restrictions on the issuance of shares of the same
series or of any other class or series.

                     (10) The voting rights, if any, of the holders of shares of
the series.

                     (11) Such other powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof as the Board of Directors shall determine.


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                  (3) Common Stock. The Common Stock shall be subject to the
express terms of the Preferred Stock and any series thereof. Each share of
Common Stock shall be equal to each other share of Common Stock. The holders of
shares of Common Stock shall be entitled to one vote for each such share upon
all questions presented to the stockholders.

                  (4) Vote. Except as may be provided in this Certificate of
Incorporation or in a Preferred Stock Designation, or as may be required by
applicable law, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, and holders of shares of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote.

                  (5) Record Holders. The Corporation shall be entitled to treat
the person in whose name any share of its stock is registered as the owner
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to, or interest in, such share on the part of any other person,
whether or not the Corporation shall have notice thereof, except as expressly
provided by applicable law.


                                   ARTICLE V

                  (6) In furtherance and not in limitation of the powers
conferred by law, the Board of Directors is expressly authorized and empowered:

                     (1) to adopt, amend or repeal the By-laws of the
         Corporation, provided, however, the By-laws may also be altered,
         amended or repealed by the affirmative vote of the holders of at least
         66-2/3 percent of the voting power of the then outstanding Voting Stock
         (as hereinafter defined), voting together as a single class; and

                     (2) from time to time to determine whether and to what
         extent, and at what times and places, and under what conditions and
         regulations, the accounts and books of the Corporation, or any of them,
         shall be open to inspection of stockholders; and, except as so
         determined, or as expressly provided in this Certificate of
         Incorporation or in any Preferred Stock Designation, no stockholder
         shall have any right to inspect any account, book or document of the
         Corporation other than such rights as may be conferred by applicable
         law.

                  (7) The Corporation may in its By-laws confer powers upon the
Board of Directors in addition to the foregoing and in addition to the powers
and authorities expressly conferred upon the Board of Directors by applicable
law. Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of at least 66-2/3 percent of
the voting power of the then outstanding Voting Stock, voting together as a
single class, shall be required to amend, repeal or adopt any provision
inconsistent with subparagraph (i) of paragraph (A) of this Article V. For the
purposes of this Certificate of Incorporation,

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"Voting Stock" shall mean the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors of the
Corporation.


                                   ARTICLE VI

                  (8) Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specific circumstances, the
number of directors of the Corporation shall be fixed by the By-laws of the
Corporation and may be increased or decreased from time to time in such a manner
as may be prescribed by the By-laws.

                  (9) Unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the Corporation need
not be by written ballot.

                  (10) Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, and
unless the Board of Directors otherwise determines or the By-laws otherwise
provide, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created
directorships resulting from any increase in the authorized number of directors,
may be filled only by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, and directors so
chosen shall hold office until the next annual meeting of stockholders and until
such director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the Whole Board
shall shorten the term of any incumbent director.

                  (11) Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specific circumstances, any
director may be removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least 66-2/3 percent of the voting
power of the then outstanding Voting Stock, voting together as a single class.

                  (12) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
66-2/3 percent of the voting power of the then outstanding Voting Stock, voting
together as a single class, shall be required to amend or repeal, or adopt any
provision inconsistent with, this Article VI.


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                                  ARTICLE VII

Section 2.        Vote Required for Certain Business Combinations.
                  ------------------------------------------------

                  (1) Higher Vote for Certain Business Combinations. In addition
to any affirmative vote required by law or this Certificate of Incorporation or
by any Preferred Stock Designation, and except as otherwise expressly provided
in Section 2 of this Article VII:

                     (1) any merger or consolidation of the Corporation or any
         Subsidiary (as hereinafter defined) with (a) any Interested Stockholder
         (as hereinafter defined) or (b) any other person (whether or not itself
         an Interested Stockholder) which is, or after such merger or
         consolidation would be, an Affiliate (as hereinafter defined) of an
         Interested Stockholder; or

                     (2) any sale, lease exchange, mortgage, pledge, transfer or
         other disposition (in one transaction or a series of transactions) to
         or with any Interested Stockholder, including all Affiliates of the
         Interested Stockholder, of any assets of the Corporation or any
         Subsidiary having an aggregate Fair Market Value (as hereinafter
         defined) of $10,000,000 or more; or

                     (3) the issuance or transfer by the Corporation or any
         Subsidiary (in one transaction or a series of transactions) of any
         securities of the Corporation or any Subsidiary to any Interested
         Stockholder, including all Affiliates of any Interested Stockholder, in
         exchange for cash, securities or other property (or a combination
         thereof) having an aggregate Fair Market Value of $10,000,000 or more;
         or

                     (4) the adoption of any plan or proposal for the
         liquidation or dissolution of the Corporation proposed by or on behalf
         of an Interested Stockholder or any Affiliates of an Interested
         Stockholder; or

                     (5) any reclassification of securities (including any
         reverse stock split), or recapitalization of the Corporation, or any
         merger or consolidation of the Corporation with any of its Subsidiaries
         or any other transaction (whether or not an Interested Stockholder is a
         party thereto) which has the effect, directly or indirectly, of
         increasing the proportionate share of the outstanding shares of any
         class of equity or convertible securities of the Corporation or any
         Subsidiary which is Beneficially Owned (as hereinafter defined) by any
         Interested Stockholder or any Affiliate of any Interested Stockholder;

shall require the affirmative vote of the holders of at least 66 2/3 percent of
the voting power of the then outstanding Voting Stock, voting together as a
single class, and the affirmative vote of the holders of more than 50 percent of
the voting power of the Voting Stock voting on such

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matter that is not owned directly or indirectly by an Interested Stockholder or
any Affiliate of any Interested Stockholder. Such affirmative votes shall be
required notwithstanding any other provision of this Certificate of
Incorporation, any Preferred Stock Designation or any provision of law or of any
agreement with any national securities exchange or otherwise which might
otherwise permit a lesser vote or no vote.

                  (2) Definition of "Business Combination." The term "Business
Combination" as used in this Article VII shall mean any transaction described in
any one or more of clauses (i) through (v) of paragraph (A) of this Section 1.

                  Section 3. When Higher Vote is Not Required. The provisions of
Section 1 of this Article VII shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote as is required by law or any other provision of this Certificate of
Incorporation and any Preferred Stock Designation, if, in the case of a Business
Combination that does not involve any cash or other consideration being received
by the stockholders of the Corporation, the condition specified in the following
paragraph (A) is met or, in the case of any other Business Combination, the
conditions specified in either of the following paragraph (A) or (B) are met:

                  (1) Approval by Independent Directors. The Business
Combination shall have been approved by at least 75% of the Independent
Directors; provided, however, that this condition shall not be capable of
satisfaction unless there are at least three Independent Directors.

                  (2) Price and Procedure Requirements. All of the following
conditions shall have been met:

                     (1) The consideration to be received by holders of shares
         of a particular class (or series) of outstanding capital stock
         (including Common Stock and other than Excluded Preferred Stock (as
         hereinafter defined)) shall be in cash or in the same form as the
         Interested Stockholder or any of its Affiliates has previously paid for
         shares of such class (or series) or capital stock. If the Interested
         Stockholder or any of its Affiliates have paid for shares of any class
         (or series) of capital stock with varying forms of consideration, the
         form of consideration to be received per share by holders of shares of
         such class (or series) of capital stock shall be either cash or the
         form used to acquire the largest number of shares of such class (or
         series) of capital stock previously acquired by the Interested
         Stockholder.

                     (2) The aggregate amount of (x) the cash and (y) the Fair
         Market Value, as of the date (the "Consummation Date") of the
         consummation of the Business Combination, of the consideration other
         than cash to be received per share by holders of Common Stock in such
         Business Combination shall be at least equal to the higher of the


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         following (in each case appropriately adjusted in the event of any
         stock dividend, stock split, combination of shares or similar event):

                              (a) (if applicable) the highest per share price
               (including any brokerage commissions, transfer taxes and
               soliciting dealers' fees) paid by the Interested Stockholder or
               any of its Affiliates for any shares of Common Stock acquired by
               them within the two-year period immediately prior to the date of
               the first public announcement of the proposal of the Business
               Combination (the "Announcement Date") or in any transaction in
               which the Interested Stockholder became an Interested
               Stockholder, whichever is higher, plus interest compounded
               annually from the first date on which the Interested Stockholder
               became an Interested Stockholder (the "Determination Date")
               through the Consummation Date at the publicly announced base rate
               of interest of Citibank, N.A. (or such other major bank
               headquartered in the City of New York as may be selected by the
               Independent Directors) from time to time in effect in the City of
               New York, less the aggregate amount of any cash dividends paid,
               and the Fair Market Value of any dividends paid in other than
               cash, on each share of Common Stock from the Determination Date
               through the Commission Date in an amount up to but not exceeding
               the amount of interest so payable per share of Common Stock; and

                          (b) the Fair Market Value per share of Common Stock on
               the Announcement Date or the Determination Date, whichever is
               higher.

                  (3) The aggregate amount of (x) the cash and (y) the Fair
       Market Value, as of the Consummation Date, of the consideration other
       than cash to be received per share by holders of shares of any class (or
       series), other than Common Stock or Excluded Preferred Stock, of
       outstanding capital stock shall be at least equal to the highest of the
       following (in each case appropriately adjusted in the event of any stock
       dividend, stock split, combination of shares or similar event), it being
       intended that the requirements of this paragraph (B)(iii) shall be
       required to be met with respect to every such class (or series) or
       outstanding capital stock whether or not the Interested Stockholder or
       any of its Affiliates has previously acquired any shares of a particular
       class (or series) of capital stock:

                                    (a) (if applicable) the highest per share
                  price (including any brokerage commissions, transfer taxes and
                  soliciting dealers' fees) paid by the Interested Stockholder
                  or any of its Affiliates for any shares of such class (or
                  series) of capital stock acquired by them within the two-year
                  period immediately prior to the Announcement Date or in any
                  transactions in which it became an Interested Stockholder,
                  whichever is higher, plus

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                  interest compounded annually from the Determination Date
                  through the Consummation Date at the publicly announced base
                  rate of interest of Citibank, N.A. (or such other major bank
                  headquartered in the City of New York as may be selected by
                  the Independent Directors) from time to time in effect in the
                  City of New York, less the aggregate amount of any cash
                  dividends paid, and the Fair Market Value of any dividends
                  paid in other than cash, on each share of such class (or
                  series) of capital stock from the Determination Date through
                  the Consummation Date in an amount up to but not exceeding the
                  amount of interest so payable per share of such class (or
                  series) of capital stock;
                                    (b) the Fair Market Value per share of such
                  class (or series) of capital stock on the Announcement Date or
                  on the Determination Date, whichever is higher, and
                                    (c) the highest preferential amount per
                  share, if any, to which the holders of shares of such class
                  (or series) of capital stock would be entitled in the event of
                  and voluntary or involuntary liquidation, dissolution or
                  winding up of the Corporation.

                  (4) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination: (a)
except as approved by a majority of the Independent Directors, there shall have
been no failure to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any outstanding Preferred
Stock; (b) there shall have been (I) no reduction in the annual rate of
dividends paid on the Common Stock (except as necessary to reflect any
subdivision of the Common Stock), except as approved by a majority of the
Independent Directors, and (II) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction which has the effect
of reducing the number of outstanding shares of Common Stock, unless the failure
so to increase such annual rate is approved by a majority of the Independent
Directors; and (c) neither such Interested Stockholder nor any of its Affiliates
shall have become the beneficial owner of any additional shares of Voting Stock
except as part of the transaction which results in such Interested Stockholder
becoming an Interested Stockholder; provided, however, that no approval by
Independent Directors shall satisfy the requirements of this subparagraph (iv)
unless at the time of such approval there are at least three Independent
Directors.

                  (5) After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder and any of its Affiliates shall not
have received the benefit, directly or indirectly (except proportionately,
solely in such Interested Stockholder's or Affiliate's capacity as a stockholder
of the Corporation), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax

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advantages provided by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.

                  (6) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (or
any subsequent provisions replacing such Act, rules or regulations) shall be
mailed to all stockholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or
subsequent provisions).

                  (7) Such Interested Stockholder shall have supplied the
Corporation with such information as shall have been requested pursuant to
Section 4 of this Article VII within the time period set forth therein.

Section 4.        For the purposes of this Article VII:
                  -------------------------------------

                  (1) A "person" means any individual, limited partnership,
general partnership, corporation or other firm or entity.

                  (2) "Interested Stockholder" means any person (other than the
Corporation or any Subsidiary) who or which:

                     (1) is the beneficial owner (as hereinafter defined),
            directly or indirectly, of ten percent or more of the voting power
            of the outstanding Voting Stock; or

                     (2) is an Affiliate or an Associate of the Corporation and
            at any time within the two-year period immediately prior to the date
            in question was the beneficial owner, directly or indirectly, of ten
            percent or more of the voting power of the then-outstanding Voting
            Stock; or

                     (3) is an assignee of or has otherwise succeeded to any
            shares of Voting Stock which were at any time within the two-year
            period immediately prior to the date in question beneficially owned
            by any Interested Stockholder, if such assignment or succession
            shall have occurred in the course of a transaction or series of
            transactions not involving a public offering within the meaning of
            the Securities Act of 1933, as amended, or any successor act
            thereto.

                  (3) A person shall be a "beneficial owner" of, or shall
"Beneficially Own", any Voting Stock:


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                     (1) which such person or any of its Affiliates or
            Associates (as hereinafter defined) beneficially owns, directly or
            indirectly within the meaning of Rule 13d-3, or any successor rule
            thereto, under the Securities Exchange Act of 1934, as amended, or
            any successor act thereto; or

                     (2) 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 Voting 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); or

                     (3) which are beneficially owned, directly or indirectly,
            within the meaning of Rule 13d-3 under the Securities Exchange Act
            of 1934, as amended, or any successor rule thereto, by any other
            person with which such person or any of its Affiliates or Associates
            has any agreement, arrangement or understanding for the purpose of
            acquiring, holding, voting (other than solely by reason of a
            revocable proxy as described in subparagraph (ii) of this paragraph
            (3)) or disposing of any shares of Voting Stock;

provided, however, that in the case of any employee stock ownership or similar
plan of the Corporation or of any Subsidiary in which the beneficiaries thereof
possess the right to vote any shares of Voting Stock held by such plan, no such
plan nor any trustee with respect thereto (nor any Affiliate of such trustee),
solely by reason of such capacity of such trustee, shall be deemed, for any
purposes hereof, to beneficially own any shares of Voting Stock held under any
such plan.

                  (4) For the purposes of determining whether a person is an
Interested Stockholder pursuant to paragraph (2) of this Section 3, the number
of shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph (3) of this Section 3 but shall not
include any other unissued shares of Voting Stock which may be issuable pursuant
to any agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.

                  (5) "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, or any
successor rule thereto.

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                  (6) "Subsidiary" means any person of which a majority of any
class of equity security is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in paragraph (2) of this Section 3, the term "Subsidiary"
shall mean only a person of which a majority of each class of equity security is
owned, directly or indirectly, by the Corporation.

                  (7) "Independent Director" means any member of the Board of
Directors of the Corporation who is unaffiliated with the Interested Stockholder
and independent of management and free from any relationship that, in the
opinion of the Whole Board, would interfere with the exercise of independent
judgment.

                  (8) "Fair Market Value" means: (i) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding the
date in question of a share of such stock on the Composite Tape for New York
Stock Exchange Listed Stocks, or, if such stock is not listed on such Exchange,
on the principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which stock is listed, or, if
such stock is not listed on any such exchange, the highest closing bid quotation
with respect to a share of such stock during the 30-day period preceding the
date in question on the National Association of Securities Dealers, Inc.
Automated Quotations System or any system then in use, or if no such quotations
are available, the fair market value on the date in question of a share of such
stock as determined by the Board of Directors in accordance with Section 4 of
this Article VII; and (ii) in the case of property other than cash or stock, the
fair market value of such property on the date in question as determined by the
Board of Directors in accordance with Section 4 of this Article VII.

                  (9) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be received"
as used in paragraphs (B)(ii) of Section 2 of this Article VII shall include the
shares of Common Stock and/or the shares of any other class (or series) of
outstanding capital stock retained by the holders of such shares.

                  (10) "Whole Board" means the total number of directors which
this Corporation would have if there were no vacancies.

                  (11) "Excluded Preferred Stock" means any series of Preferred
Stock with respect to which the Preferred Stock Designation creating such series
expressly provides that the provisions of this Article VII shall not apply.

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                  Section 5. (a) A majority of the Whole Board, but only if a
majority of the Whole Board shall then consist of Independent Directors or, if a
majority of the Whole Board shall not then consist of Independent Directors, a
majority of the Independent Directors, shall have the power and duty to
determine, on the basis of information known to them after reasonable inquiry,
all facts necessary to determine compliance with this Article VII, including,
without limitation, (i) whether a person is an Interested Stockholder, (ii) the
number of shares of Voting Stock beneficially owned by any person, (iii) whether
a person is an Affiliate or Associate of another, (iv) whether the applicable
conditions set forth in paragraph (B) of Section 2 of this Article VII have been
met with respect to any Business Combination, (v) the Fair Market Value of stock
or other property in accordance with paragraph (8) of Section 3 of this Article
VII, and (vi) whether the assets which are the subject of any Business
Combination referred to in paragraph (1)(A)(ii) of Section 1 of this Article VII
have, or the consideration to be received for the issuance or transfer of
securities by the Corporation or any Subsidiary in any Business Combination
referred to in paragraph (1)(A)(iii) of Section 1 of this Article VII has, an
aggregate Fair Market Value of $10,000,000 or more.

                  (b) A majority of the Whole Board shall have the right to
demand, but only if a majority of the Whole Board shall then consist of
Independent Directors, or, if a majority of the Whole Board shall not then
consist of Independent Directors, a majority of the then Independent Directors
shall have the right to demand, that any person who it is reasonably believed is
an Interested Stockholder (or holds of record shares of Voting Stock
Beneficially Owned by any Interested Stockholder) supply this Corporation with
complete information as to (i) the record owner(s) of all shares Beneficially
Owned by such person who it is reasonably believed is an Interested Stockholder,
(ii) the number of, and class or series of, shares Beneficially Owned by such
person who it is reasonably believed is an Interested Stockholder and held of
record by each such record owner and the number(s) of the stock certificate(s)
evidencing such shares, and (iii) any other factual matter relating to the
applicability or effect of this Article VII, as may be reasonably requested of
such person, and such person shall furnish such information within 10 days after
receipt of such demand.

                  Section 6. No Effect on Fiduciary Obligations of Interested
Stockholders. Nothing contained in this Article VII shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

                  Section 7. When Stockholder Approval is Required.
Notwithstanding any other provisions of this Certificate of Incorporation
(including, without limitation, Sections 1 and 2 of this Article VII), but in
addition to any affirmative vote required by law or this Certificate of
Incorporation or by any Preferred Stock Designation:

                     (1) any merger or consolidation of the Corporation with any
       person (whether or not an Interested Stockholder); or

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                     (2) any sale, lease, exchange, mortgage, pledge, transfer
       or other disposition (in one transaction or a series of transactions) to
       or with any person (whether or not an Interested Stockholder or Affiliate
       thereof) of all or substantially all of the assets of the Corporation;

shall require the affirmative vote of the holders of at least 66-2/3 percent of
the voting power of the then outstanding Voting Stock, voting together as a
single class. Such affirmative vote shall be required notwithstanding any other
provision of this Certificate of Incorporation, any Preferred Stock Designation
or any provision of law or of any agreement with any national securities
exchange or otherwise which might otherwise permit a lesser vote or no vote.

                  Section 8. Amendment, Repeal, etc. (a) Notwithstanding any
other provisions of this Certificate of Incorporation or the By-laws of the
Corporation (and notwithstanding the fact that a lesser percentage may be
permitted by law, this Certificate of Incorporation, any Preferred Stock
Designation or the By-laws of the Corporation), but in addition to any
affirmative vote of the holders of any particular class of Voting Stock required
by law, this Certificate of Incorporation or any Preferred Stock Designation,
the affirmative vote of the holders of at least 66 2/3 percent of the voting
power of the shares of the then outstanding Voting Stock voting together as a
single class, including the affirmative vote of the holders of more than 50
percent of the voting power of the Voting Stock voting on such matter that is
not owned directly or indirectly by any Interested Stockholder or any Affiliate
of any Interested Stockholder, shall be required to amend or repeal, or adopt
any provisions inconsistent with, Sections 1 through 5 and this clause (a) of
Section 7 of this Article VII; and (b) the affirmative vote of the holders of at
least 66-2/3 percent of the voting power of the shares of the then outstanding
Voting Stock voting together as a single class shall be required to amend or
repeal, or adopt any provisions inconsistent with, Section 6 and this clause (b)
of Section 7 of this Article VII.


                                  ARTICLE VIII

                  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 a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of this Article
VIII shall not adversely affect any right or protection of a director of the
Corporation existing hereunder in respect of any act or omission occurring to
such repeal or modification.


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                                   ARTICLE IX

                  Each person who is or was or had agreed to become a director
or officer of the Corporation, or each such person who is or was serving or who
had agreed to serve at the request of the Board of Directors or an officer of
the Corporation as an employee or agent of the Corporation or as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executor, administrators or
estate of such person), shall be indemnified by the Corporation, in accordance
with the By-laws of the Corporation, to the fullest extent permitted from time
to time by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) or any other applicable laws as presently or hereafter in
effect. The Corporation may, by action of the Board of Directors, provide
indemnification to employees and agents of the Corporation, and to persons
serving as employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, at the request of the Corporation, with the
same scope and effect as the foregoing indemnification of directors and
officers. The Corporation shall be required to indemnify any person seeking
indemnification of directors and officers. The Corporation shall be required to
indemnify any person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Board of Directors or is a proceeding to enforce such
person's claim to indemnification pursuant to the rights granted by this
Certificate of Incorporation or otherwise by the Corporation. Without limiting
the generality or the effect of the foregoing, the Corporation may enter into
one or more agreements with any person which provide for indemnification greater
or different than that provided in this Article IX. Any amendment or repeal of
this Article IX shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal.

                                   ARTICLE X

                  In furtherance and not in limitation of the powers conferred
by law or in this Certificate of Incorporation, the Board of Directors (and any
committee of the Board of Directors) is expressly authorized, to the extent
permitted by law, to take such action or actions as the Board of Directors or
such committee may determine to be reasonably necessary or desirable to (A)
encourage any person (as defined in Article VII of this Certification of
Incorporation) to enter into negotiations with the Board of Directors and
management of the Corporation with respect to any transaction which may result
in a change in control of the Corporation which is proposed or initiated by such
person or (B) contest or oppose any such transaction which the Board of
Directors or such committee determines to be unfair, abusive or otherwise
undesirable with respect to the Corporation and its business, assets or
properties or the stockholders of the Corporation, including, without
limitation, the adoption of such plans or the issuance of such rights, options,
capital stock, notes, debentures or other evidences of indebtedness or other
securities of the Corporation, which rights, options, capital stock, notes,


                                      A-14
<PAGE>

evidences of indebtedness and other securities (i) may be exchangeable for or
convertible into cash or other securities on such terms and conditions as may be
determined by the Board of Directors or such committee and (ii) may provide for
the treatment of any holder or class of holders thereof designated by the Board
of Directors or any such committee in respect of the terms, conditions,
provisions and rights of such securities which is different from, and unequal
to, the terms, conditions, provisions and rights applicable to all other holders
thereof.


                                   ARTICLE XI

                  Except as may be expressly provided in this Certification of
Incorporation, the Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, or any Preferred Stock Designation, and any other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted, in the manner now or hereafter prescribed herein or by
law; and all rights, preferences and privileges of whatsoever nature conferred
upon stockholders, directors or any other persons whomsoever by and pursuant to
this Certificate of Incorporation in its present form or as hereafter amended as
granted subject to the right reserved in this Article XI; provided, however,
that any amendment or repeal of Article VIII or Article IX of this Certificate
of Incorporation shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal; and provided, further, that no Preferred Stock Designation shall be
amended after the issuance of any shares of the series of Preferred Stock
created thereby, except in accordance with the terms of such Preferred Stock
Designation and the requirements of applicable law.