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EXHIBIT 3.1

                  SECOND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             UNITED STATIONERS INC.

         United Stationers Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:

         A. The Corporation's original certificate of incorporation was filed
under the name United Stationers Inc. in the office of the Secretary of State of
Delaware on August 18, 1981.

         B. This Second Restated Certificate of Incorporation restates and
integrates and does not further amend the Certificate of Incorporation of the
Corporation as heretofore amended and supplemented, and there is no discrepancy
between those provisions and the provisions of this Second Restated Certificate
of Incorporation.

         C. This Second Restated Certificate of Incorporation was duly adopted
by the Board of Directors of the Corporation in accordance with Section 245 of
the General Corporation Law of the State of Delaware.

         D. The text of the Second Restated Certificate of Incorporation is as
follows:

         FIRST:   The name of the corporation is:

                             UNITED STATIONERS INC.

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

         THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation are:

           1. To acquire by purchase, subscription or otherwise, and to own,
hold, sell, negotiate, assign, hypothecate, deal in, exchange, transfer,
mortgage, pledge or otherwise dispose of, alone or in syndicate or otherwise in
conjunction with others, any shares of the capital stock, scrip, rights,
participating certificates, certificates of interest, or any voting trust
certificates in respect of the shares of capital stock of, or any bonds,
mortgages, securities, evidences of indebtedness, acceptances, commercial paper,
choses in action, and obligations of every kind and description (all of the
foregoing being hereinafter sometimes called "securities") issued or created by
any public, quasi-public or private corporation, joint stock company,
association, partnership, common law trust, firm or individual, or of any
combinations, organizations or entities whatsoever, irrespective of their forms
or the names by which they may be described, or of the Government of the United
States of America, or any foreign government, or of any state, 



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territory, municipality or other political subdivision, or of any government
agency; and to issue in exchange therefor, in the manner permitted by law,
shares of the capital stock, bonds or other 



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obligations of the Corporation; and while the holder or owner of any such
securities, to possess and exercise in respect thereof any and all rights,
powers and privileges of ownership, including the right to vote thereon; and, to
the extent now or hereafter permitted by law, to aid by loan, guarantee or
otherwise those issuing, creating or responsible for any such securities; and to
do any and all lawful things designed to protect, preserve, improve or enhance
the value of any such securities.

         2. To carry on and conduct any and every kind of manufacturing,
distribution and service business; to manufacture, process, fabricate, rebuild,
service, purchase or otherwise acquire, to design, invent or develop, to import
or export, and to distribute, lease, sell, assign or otherwise dispose of and
generally deal in and with raw materials, products, goods, wares, merchandise
and real and personal property of every kind and character; and to provide
services of every kind and character.

         3. To conduct any lawful business, to exercise any lawful purpose and
power, and to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

         4. In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of the State of Delaware or by any other
law of Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the Corporation.

         FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 120,000,000 shares,
consisting of (a) 15,000,000 shares of a class designated as Preferred Stock,
par value $0.01 per share (the "Preferred Stock"), (b) 100,000,000 shares of a
class designated as Common Stock, par value $0.10 per share (the "Common
Stock"), and (c) 5,000,000 shares of a class designated as Nonvoting Common
Stock, par value $0.01 per share (the "Nonvoting Common Stock").

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

         1.       PROVISIONS RELATING TO THE PREFERRED STOCK.

                  (a) The Preferred Stock may be issued from time to time in one
         or more classes or series, the shares of each class or series to have
         such designations and powers, preferences, and rights, and
         qualifications, limitations, and restrictions thereof, as are stated
         and expressed herein and in the resolution or resolutions providing for
         the issue of such class or series adopted by the board of directors of
         the Corporation as hereafter prescribed.



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

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

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

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

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

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

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

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

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



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

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

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

         2. PROVISIONS RELATING TO THE COMMON STOCK AND NONVOTING COMMON STOCK.

                  (a) IDENTICAL RIGHTS. Except as otherwise provided in this
         Article FOURTH, all shares of Common Stock and Nonvoting Common Stock
         shall be identical and shall entitle the holder thereof to the same
         rights and privileges.

                  (b) DIVIDENDS. From and after the date of issuance, the
         holders of outstanding shares of Common Stock and Nonvoting Common
         Stock shall be entitled to receive dividends on the shares of Common
         Stock and Nonvoting Common Stock when, as, and if declared by the board
         of directors, out of funds legally available for such purpose. All
         holders of shares of Common Stock and Nonvoting Common Stock shall
         share ratably, in accordance with the numbers of shares held by each
         such holder, in all dividends or distributions on shares of Common
         Stock payable in cash, in property or in securities of the Corporation
         (other than shares of Common Stock). All dividends or distributions
         declared on shares of Common Stock and Nonvoting Common Stock which are
         payable in shares of Common Stock or Nonvoting Common Stock shall be
         declared on both classes of shares at the same rate, provided that any
         such dividend or distribution shall be payable in shares of the class
         of Common Stock or Nonvoting Common Stock held by the stockholder to
         whom the dividend or distribution is payable.

                  (c) STOCK SPLITS, ETC. The Corporation shall not in any manner
         subdivide (by stock split, stock dividend, or otherwise), or combine
         (by reverse stock split, or otherwise) the outstanding shares of Common
         Stock or Nonvoting Common Stock unless the outstanding shares of the
         other class shall be proportionately subdivided or combined. No
         reclassification or any other adjustment or modification of the rights
         or preferences shall be effected (including without limitation pursuant
         to a merger, consolidation or liquidation involving the Corporation)
         with respect to either the Common Stock or the Nonvoting Common Stock
         unless both the Common Stock and Nonvoting Common 



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         Stock are reclassified or the rights or preferences are adjusted or
         modified in exactly the same manner and at the same time. In this
         regard, and without limiting the generality of the foregoing, in the
         case of any consolidation or merger of the Corporation with or into any
         other entity (other than a merger which does not result in any
         reclassification, conversion, exchange or cancellation of the Common
         Stock), or in case of any sale or transfer of all or substantially all
         the assets of the Corporation, or the reclassification of the Common
         Stock into any other form of capital stock of the Corporation, whether
         in whole or in part, each share of Nonvoting Common Stock shall, after
         such consolidation, merger, sale, or transfer or reclassification, be
         converted into the kind and amount of shares of stock and other
         securities and property which such holder would have been entitled to
         receive upon such consolidation, merger, sale, or transfer or
         reclassification if such holder had held such Common Stock issuable
         upon the conversion of such share of Nonvoting Common Stock immediately
         prior to such consolidation, merger, sale, or transfer or
         reclassification; provided, however, that no such shares of stock or
         other securities into which shares of Nonvoting Common Stock are so
         converted shall have any voting rights whatsoever.

                  (d) LIQUIDATION. In the event of any voluntary or involuntary
         liquidation, dissolution, or winding up of the affairs of the
         Corporation, the holders of shares of Common Stock and Nonvoting Common
         Stock shall be entitled to share ratably, in accordance with the number
         of shares held by each such holder, in all of the assets of the
         Corporation available for distribution to the holders of shares of
         Common Stock.

                  (e) VOTING RIGHTS. Except as otherwise provided herein or by
         law, the entire voting power of the Corporation shall be vested in the
         holders of shares of Common Stock and each holder of shares of Common
         Stock shall be entitled to one vote for each share of Common Stock held
         of record by such holder; provided that, without the consent of the
         holders of record of at least 5l% of Nonvoting Common Stock at the time
         outstanding (assuming, for the purposes of this provision, that the
         holders of rights to acquire shares of Nonvoting Common Stock shall be
         deemed to be the holders of the shares of Nonvoting Common Stock which
         are at the time issuable upon the full exercise thereof whether or not
         such holders are then entitled to exercise such rights pursuant to the
         terms thereof), given in writing or by the vote at any regular or
         special meeting of stockholders of the Corporation, the Corporation
         shall not:

                           (i) amend, alter, modify, or repeal any provision of
                  this certificate of incorporation or the by-laws of the
                  Corporation in any manner which adversely affects the relative
                  rights, preferences, qualifications, powers, limitations or
                  restrictions of the Nonvoting Common Stock, or amend, alter,
                  modify, or repeal this Section 2(e);

                           (ii) increase or decrease the authorized number of
                  shares of any class of capital stock of the Corporation or
                  authorize, issue, or otherwise create securities convertible
                  into or exercisable for any shares of capital stock of the
                  Corporation other than the shares of Common Stock and
                  Nonvoting Common Stock authorized hereunder and the shares of
                  Series A, Series B, and Series C Preferred Stock designated in
                  that certain Certificate of the Powers, Designations,



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                  Preferences, and Rights of the Series A Preferred Stock,
                  Series B Preferred Stock and Series C Preferred Stock dated
                  March 30, 1995;

                           (iii) voluntarily effect an exchange or
                  reclassification of shares of Nonvoting Common Stock into
                  shares of another class of capital stock of the Corporation,
                  or

                           (iv) effect a merger or consolidation of the
                  Corporation with another corporation, unless the certificate
                  or articles of incorporation of the surviving corporation
                  shall provide that the shares of the capital stock of such
                  surviving corporation into which the shares of Nonvoting
                  Common Stock hereunder shall be converted shall have the
                  identical rights and privileges as the shares of capital stock
                  of such surviving corporation into which the shares of Common
                  Stock hereunder shall be converted, other than the voting
                  rights in this Section 2(e) and the conversion and other
                  rights in Section 3 below which shall not be adversely
                  affected by such merger or consolidation.

         3.       CONVERSION.

                  (a) RIGHT TO CONVERSION. Subject to and upon compliance with
         the provisions of this Section 3, any holder of shares of Nonvoting
         Common Stock shall be entitled at any time and from time to time to
         convert each share of Nonvoting Common Stock held by such holder into a
         share of Common Stock at the conversion rate of one share of Common
         Stock for one share of Nonvoting Common Stock.

                  (b) PROCEDURE. The conversion of any shares of Nonvoting
         Common Stock into shares of Common Stock shall be effected by the
         holder of the shares of Nonvoting Common Stock to be converted
         surrendering the certificate therefor, duly endorsed, at the office of
         the Corporation or of any transfer agent for the shares of Common Stock
         or at such other place as the Corporation is willing to accept such
         surrender accompanied by written notice to the Corporation at such
         office or other place that it elects to so convert and stating the
         number of shares of Nonvoting Common Stock being converted. Thereupon
         the Corporation shall promptly issue and deliver at such office or
         other place to such holder a certificate or certificates for the number
         of shares of Common Stock to which such holder is entitled, registered
         in the name of such holder or a designee of such holder as specified in
         such notice. Such conversion shall be deemed to have been made at the
         close of business on the date of such surrender of the shares to be
         converted in accordance with the procedure set forth in the first
         sentence of this Section 3 (b) and the Person entitled to receive the
         shares issuable upon such conversion shall be treated for all purposes
         as having become the record holder of such shares at such time. In the
         event of the conversion of less than all of the shares of Nonvoting
         Common Stock into shares of Common Stock evidenced by the certificate
         so surrendered, the Corporation shall execute and deliver to or upon
         the written order of such holder, without charge to such holder, a new
         certificate evidencing the shares of Nonvoting Common Stock not
         converted.

                  (c) RESERVATION. The Corporation shall at all times reserve
         and keep available out of its authorized but unissued shares of Common



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         Stock, or any shares of Common Stock held in its treasury, solely for
         the purpose of issue upon conversion of the shares of Nonvoting Common
         Stock as provided herein, such number of shares of Common Stock as
         shall then be issuable upon the conversion of all outstanding shares of
         Nonvoting Common Stock. The shares of Common Stock so issuable shall
         when so issued be duly and validly issued, fully paid, and
         nonassessable.

                  (d) CERTAIN LEGAL REQUIREMENTS. No person subject to the
         provisions of Regulation Y shall, and no such Person shall permit any
         of its Bank Holding Company Affiliates to, convert any shares of
         Nonvoting Common Stock held by it into shares of Common Stock, and the
         Corporation shall not be required to convert any such shares of
         Nonvoting Common Stock, if after giving effect to such conversion, (i)
         such Person and its Bank Holding company Affiliates would own more than
         5% of the total issued and outstanding shares of Common Stock or (ii)
         such Person would Control the Corporation (and, for purposes of this
         clause (ii), a reasoned opinion of counsel to such Person (which is
         based on facts and circumstances deemed appropriate by such counsel) to
         the effect that such Person does not control the Corporation shall be
         conclusive).

         4.       DEFINITIONS.

         As used in this Article FOURTH, the terms indicated below shall have
the following respective meanings:

                  (a) "BANK HOLDING COMPANY AFFILIATE" shall mean, with respect
         to any person subject to the provisions of Regulation Y, (i) if such
         Person is a bank holding company, any company directly or indirectly
         controlled by such bank holding company, and (ii) otherwise, the bank
         holding company that controls such Person and any company (other than
         such Person) directly or indirectly controlled by such bank holding
         company.

                  (b) "CONTROL" (including, with its correlative meanings,
         "CONTROLLED BY" and "UNDER COMMON CONTROL WITH") shall mean, with
         respect to any Person, the possession, direct or indirect, of the power
         to direct or cause the direction of the management and policies of such
         Person, whether through the ownership of voting securities, by
         contract, or otherwise.

                  (c) "PERSON" means an individual, partnership, association,
         joint venture, corporation, business, trust, estate, unincorporated
         organization, or government or any department, agency or subdivision
         thereof.

                  (d) "REGULATION Y" shall mean Regulation Y promulgated 
         by the Board of Governors of the Federal Reserve System 
         (12 C.F.R. Section 225) or any successor regulation.

         FIFTH: In furtherance and not in limitation of the power conferred
by statute, the board of directors is expressly authorized:

         1. To make, alter or repeal the by-laws of the Corporation.

         2. To authorize and cause the mortgage or pledge of the property
and assets of the 



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Corporation.

         3. To set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.

         SIXTH: All power of the Corporation shall be exercised by or under the
direction of the board of directors except as otherwise provided herein or
required by law. For the management of the business and for the conduct of the
affairs of the Corporation, and in further creation, definition, limitation and
regulation of the power of the Corporation and of its directors and of its
stockholders, it is further provided as follows:

         1. ELECTION OF DIRECTORS. Election of directors need not be by written
ballot unless the by-laws of the Corporation shall so provide.

         2. NUMBER TENURE AND QUALIFICATIONS. The total number of directors
which shall constitute the whole board shall be nine (9), but this number may be
increased or decreased from time to time by amendment of the by-laws by the
directors or the stockholders from time to time, provided that in no case shall
the number of directors constituting the whole board be less than three (3). The
directors shall be divided into three (3) classes with respect to their term of
office, class I, class II, and class III, as nearly equal in number as possible,
to be determined by the board of directors. The directors shall be elected at
the annual meetings of the stockholders, except as provided in Section 4 of this
Article SIXTH. At the 1987 annual meeting of stockholders, the class I directors
shall be elected to a term of office expiring at the 1988 annual meeting of
stockholders, the class II directors shall be elected to a term of office
expiring at the 1989 annual meeting of stockholders and the class III directors
shall be elected to a term of office expiring at the 1990 annual meeting of
stockholders; and, in each case, each director shall hold office until his
respective successor shall have been elected and qualified. At each annual
election of directors held after the 1987 annual meeting of stockholders, the
directors elected to succeed those directors whose terms then expire shall be
elected to a term of office expiring at the third succeeding annual meeting of
stockholders and shall hold office until their respective successors are elected
and qualified. In the event of any change in the number of directors, any
resultant increase or decrease in the number of directorships shall be
apportioned among the three classes of directors so as to maintain all classes
as nearly equal in number of directors as possible, as shall be determined by
the whole board of directors at the time of such increase or decrease. Directors
need not be stockholders or residents of Delaware.

         3. BUSINESS AT ANNUAL MEETINGS; NOMINATIONS TO BOARD OF DIRECTORS.

                    (a) At any annual meeting of the stockholders, only such
          business shall be conducted as shall have been properly brought before
          the meeting. To be properly brought before an annual meeting, business
          must be: (i) specified in the notice of meeting (or any supplement
          thereto) given by or at the direction of the board of directors; (ii)
          otherwise properly brought before the meeting by or at the direction
          of the board of directors; or (iii) otherwise properly brought before
          the meeting by a stockholder. For business to be properly brought
          before an annual meeting by a stockholder, the stockholder must have
          given timely notice thereof in writing to the



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         secretary of the Corporation. To be timely, a stockholder's notice must
         be delivered to or mailed and received at the principal executive
         offices of the corporation not later than the close of business on the
         tenth (10th) day following the date on which notice of such annual
         meeting is first given to stockholders. A stockholder's notice to the
         secretary shall set forth as to each matter the stockholder proposes to
         bring before the annual meeting: (A) a brief description of the
         business desired to be brought before the annual meeting; (B) the name
         and address (which shall be the same as they appear in the
         Corporation's records if the stockholder is a record holder) of the
         stockholder proposing such business; (C) the class and number of shares
         of the Corporation which are beneficially owned by the stockholder; and
         (D) any material interest of the stockholder in such business. The
         presiding officer of an annual meeting shall, if the facts warrant,
         determine and declare to the meeting that business was not properly
         brought before the meeting in accordance with the provisions of this
         Section 3(a), and if he should so determine, he shall so declare to the
         meeting and any such business not properly brought before the meeting
         shall not be transacted.

                    (b) Nominations. Subject to the rights of holders of any
         class or series of stock having a preference over the Common Stock as
         to dividends or upon liquidation, nominations for the election of
         directors may be made by the board of directors or a committee
         appointed by the board of directors or by any stockholder entitled to
         vote in the election of directors generally. However, any stockholder
         entitled to vote in the election of directors generally may nominate
         one or more persons for election as directors at a meeting only if
         written notice of such stockholder's intent to make such nomination or
         nominations has been given, either by personal delivery or by United
         States mail, postage prepaid, to the secretary of the Corporation not
         later than (i) with respect to an election to be held at an annual
         meeting of stockholders, ninety (90) days prior to the anniversary date
         of the immediately preceding annual meeting, and (ii) with respect to
         an election to be held at a special meeting of stockholders for the
         election of directors, the close of business on the seventh (7th) day
         following the date on which notice of such meeting is first given to
         stockholders. Each such notice shall set forth: (a) the name and
         address of the stockholder who intends to make the nomination and of
         the person or persons to be nominated; (b) a representation that the
         stockholder is a record owner of stock of the Corporation entitled to
         vote at such meeting and intends to appear in person or by proxy at the
         meeting to nominate the person or persons specified in the notice; (c)
         a description of all arrangements or understandings between the
         stockholder and each nominee and any other person or persons (naming
         such person or persons) pursuant to which the nomination or nominations
         are to be made by the stockholder; (d) such other information regarding
         each nominee proposed by such stockholder as would be required to be
         included in a proxy statement filed pursuant to the proxy rules of the
         United States Securities and Exchange Commission; and (e) the consent
         of each such nominee to serve as a director of the Corporation if so
         elected. The presiding officer of the meeting may refuse to acknowledge
         the nomination of any person not made in compliance with the foregoing
         procedure.

         4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as otherwise fixed
pursuant to the provisions of Article FOURTH hereof relating to the rights of
the holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation 



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or the right to elect directors under specified circumstances, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the board of directors resulting from death, resignation,
disqualification, removal or other cause shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the board of directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of directors constituting
the board of directors shall shorten the term of any incumbent director.

         5. REMOVAL OF DIRECTORS. Subject to the rights of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation or the right to elect directors under specified circumstances, any
director may be removed by the holders of a majority of the voting power of the
then outstanding shares of the "Voting Stock" (defined in Article SEVENTH),
voting together as a single class, but only for cause. Except as may otherwise
be provided by law, cause for removal shall be construed to exist only if:

                  (a) the director whose removal is proposed has been convicted
         of a felony by a court of competent jurisdiction and such conviction is
         no longer subject to direct appeal, or

                  (b) the director whose removal is proposed has been adjudged
         by a court of competent jurisdiction to be liable for (i) any breach of
         the director's duty of loyalty to the Corporation or its stockholders
         or (ii) acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law.

         6. STOCKHOLDER ACTION. Except as otherwise required by law and subject
to the rights of the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation:

                  (a) special meetings of stockholders of the Corporation may be
         called only by the chairman of the board, the president, the board of
         directors pursuant to a resolution approved by a majority of the entire
         board of directors, or at the written request of the holders of at
         least eighty percent (80%) of the voting power of the then outstanding
         Voting Stock acting together as a single class. Such request shall
         state the purpose or purposes of the proposed meeting. The notice of
         any such special meeting shall be issued within sixty (60) days after
         the Corporation's receipt of such request. Written notice of a special
         meeting stating the time, place and object thereof shall be given to
         each stockholder entitled to vote thereat, at least fifty (50) days
         before the date fixed for the meeting. Business transacted at any
         special meeting of stockholders shall be limited to the purposes stated
         in the notice; and

                  (b) any action required or permitted to be taken at any annual
         or special meeting of the stockholders of the Corporation may be taken
         without a meeting, without prior notice and without a vote, only if a
         consent in writing setting forth the actions so taken shall be signed
         by the holders of at least eighty percent (80%) of the voting power of
         the then outstanding Voting Stock acting together as a single class.
         All such consents 



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<PAGE>


         must be executed and delivered to the secretary of the corporation not
         less than thirty (30) days nor more than sixty (60) days prior to the
         action to be taken pursuant to such consent.

         7. BY-LAW AMENDMENTS. The board of directors shall have power to make,
alter, amend and repeal the by-laws (except to the extent that any by-laws
adopted by the stockholders may expressly prohibit amendment by the board of
directors). Any by-laws made by the directors under the powers conferred hereby
may be altered, amended or repealed by the directors or by the stockholders.
Anything to the contrary herein contained notwithstanding, no by-law shall be
adopted or amended by the board of directors or the stockholders which shall be
inconsistent with any of the terms and provisions of this certificate of
incorporation

         8. ADDITIONAL POWERS OF DIRECTORS. In addition to the powers and
authority hereinbefore or by statute expressly conferred upon them, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the corporation; subject,
nevertheless, to the provisions of the statutes of Delaware, of this certificate
of incorporation, and to any by-laws from time to time made by the stockholders;
provided, however, that no by-laws so made shall invalidate any prior act of the
directors which would have been valid if such by-laws had not been made.

         SEVENTH:   Vote Required for Certain Business Combinations.

         1.    HIGHER VOTE FOR CERTAIN BUSINESS COMBINATIONS.

                  (a) In addition to any affirmative vote required by law or
         this certificate of incorporation, and except as otherwise expressly
         provided in Section 2 of this Article SEVENTH:

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

                           (ii) any sale, lease, exchange, mortgage, pledge,
                  transfer or other disposition (in one transaction or a series
                  of transactions) to or with any Interested Stockholder or any
                  Affiliate of any Interested Stockholder of the assets of the
                  Corporation or any Subsidiary having a Fair Market Value equal
                  to ten percent (10%) or more of the total assets reflected on
                  the Corporation's most recently published consolidated balance
                  sheet; or

                           (iii) 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 or any Affiliate of
                  any Interested Stockholder in exchange for securities or other
                  property (or a combination thereof), other than solely cash,
                  having a Fair Market Value equal to ten percent (10%) or more
                  of the total assets reflected on the corporation's most
                  recently 



                                       12
<PAGE>


                  published consolidated balance sheet; or

                           (iv) 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 Affiliate of any
                  Interested Stockholder; or

                           (v) 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 with
                  or into or otherwise involving an Interested Stockholder)
                  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 directly or indirectly owned by any
                  Interested Stockholder or any Affiliate of any Interested
                  Stockholder;

         shall, in the case of each of clauses (i) through (v) above, require
         the affirmative vote of the holders of at least eighty percent (80%) of
         the voting power of the then outstanding shares of "Voting Stock" (as
         herein defined) of the Corporation voting together as a single class
         (it being understood that for purposes of this Article SEVENTH, each
         share of the Voting Stock shall have the number of votes granted to it
         pursuant to Article FOURTH of this certificate of incorporation)

                  (b) OTHER VOTE REQUIREMENTS NOT CONTROLLING. Such affirmative
         vote shall be required notwithstanding the fact that no vote may be
         required, or that a lesser percentage may be specified, by law or in
         any agreement with any national securities exchange or otherwise.

         2. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section 1 of
this Article SEVENTH shall not be applicable to any particular "Business
Combination" (as herein defined), and such Business Combination shall require
only such affirmative vote as is required by law and any other provision of this
certificate of incorporation, if all of the conditions specified in either of
the following paragraphs (a) and (b) are met:

                  (a) APPROVAL BY DISINTERESTED DIRECTORS. The Business
Combination shall have been approved by a majority of the "Disinterested
Directors" (as herein defined); or

                  (b) PRICE AND PROCEDURAL REQUIREMENTS. All of the following
conditions shall have been met:

                           (i) The aggregate amount of the cash and the "Fair
                  Market Value" (as hereinafter defined) as of the date of the
                  consummation of the Business Combination of 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 following:

                                    (A) (if applicable) the highest per share
                           price (including any brokerage commissions, transfer
                           taxes and soliciting dealers' fees) paid by 



                                       13
<PAGE>


                           the Interested Stockholder for any shares of Common
                           Stock acquired by it (1) within the two-year period
                           immediately prior to the first public announcement of
                           the proposal of the Business Combination (the
                           "Announcement Date") or (2) in the transaction in
                           which it became an Interested Stockholder, whichever
                           is higher; and

                                    (B) the Fair Market Value per share of
                           Common Stock on the Announcement Date or on the date
                           on which the Interested Stockholder became an
                           Interested Stockholder (such latter date being
                           referred to in this Article SEVENTH as the
                           "Determination Date"), whichever is higher.

                           (ii) The aggregate amount of the cash and the Fair
                  Market Value as of the date of the consummation of the
                  Business Combination of consideration other than cash to be
                  received per share by holders of shares of any other class of
                  outstanding Voting Stock shall be at least equal to the
                  highest of the following (it being intended that the
                  requirements of this paragraph (b)(ii) shall be required to be
                  met with respect to every class of outstanding Voting Stock,
                  whether or not the Interested Stockholder has previously
                  acquired any shares of a particular class of Voting Stock);

                                    (A) (if applicable) the highest per share
                           price (including any brokerage commissions, transfer
                           taxes and soliciting dealers' fees) paid by the
                           Interested Stockholder for any shares of such class
                           of Voting Stock acquired by it (1) within the
                           two-year period immediately prior to the Announcement
                           Date or (2) in the transaction in which it became an
                           Interested Stockholder, whichever is higher;

                                    (B) (if applicable) the highest preferential
                           amount per share to which the holders of shares of
                           such class of Voting Stock are entitled in the event
                           of any voluntary or involuntary liquidation,
                           dissolution or winding up of the corporation; and

                                    (C) the Fair Market Value per share of such
                           class of Voting Stock on the Announcement Date or on
                           the Determination Date, whichever is higher.

                           (iii) The consideration to be received by holders of
                  a particular class of outstanding Voting Stock (including
                  Common Stock) shall be in cash or in the same form as the
                  Interested Stockholder has previously paid for shares of such
                  class of Voting Stock. If the Interested Stockholder has paid
                  for shares of any class of Voting Stock with varying forms of
                  consideration, the form of consideration for such class of
                  Voting Stock shall be either cash or the form used to acquire
                  the largest number of shares of such class of Voting Stock
                  previously acquired by it. The price determined in accordance
                  with paragraphs (b)(i) and (b)(ii) of this Section 2 shall be
                  subject to appropriate adjustment in the event of any stock
                  dividend, stock split, combination of shares or similar event.



                                       14
<PAGE>


                           (iv) 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 Disinterested 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 the
                  outstanding Preferred Stock; (b) there shall have been (1) 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
                  Disinterested Directors, and (2) 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 the Common
                  Stock, unless the failure so to increase such annual rate is
                  approved by a majority of the Disinterested Directors; and (c)
                  such Interested Stockholder shall have not 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.

                           (v) After such Interested Stockholder has become an
                  Interested Stockholder, such Interested Stockholder shall not
                  have received the benefit, directly or indirectly (except
                  proportionately as a stockholder), of any loans, advances
                  guarantees pledges or other financial assistance or any tax
                  credits or other tax advantages provided by the Corporation,
                  whether in anticipation of or in connection with such Business
                  Combination or otherwise.

                           (vi) A proxy or information statement describing the
                  proposed Business Combination and complying with the
                  requirements of the Securities Exchange Act of 1934 and the
                  rules and regulations thereunder (or any subsequent provisions
                  replacing such Act, rules or regulations) shall be mailed to
                  public stockholders of the Corporation at least thirty (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).

         3. CERTAIN DEFINITIONS. For the purposes of this Article SEVENTH:

                  (a) The term "PERSON" means any individual, firm, corporation
         or other entity.

                  (b) The term "INTERESTED STOCKHOLDER" means any person (other
         than the Corporation or any Subsidiary) who or which:

                           (i) is the beneficial owner, directly or indirectly,
                  of twenty percent (20%) or more of the voting power of the
                  outstanding Voting Stock; or

                           (ii) is an Affiliate 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 twenty percent (20%) or more of the voting power of the
                  then outstanding Voting Stock; or



                                       15
<PAGE>


                           (iii) 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.

         Anything in this Section 3(b) to the contrary notwithstanding, the term
         "Interested Stockholder" shall not include (A) the Corporation, or (B)
         any person or entity which, at the date of adoption of this certificate
         of incorporation by the board of directors (the "Adoption Date") and at
         all times (except during one or more periods not exceeding seven (7)
         days in length) between the Adoption Date and the date of the proposed
         Business Combination, holds at least one of the capacities listed
         below:

                           (1) is a Subsidiary;
                           (2) is an employee benefit plan of the Corporation or
                           any Subsidiary; (3) is a member of the Executive
                           Committee of the board of directors of the
                  Corporation;
                           (4) is a beneficial owner of fifteen percent (15%)or 
                  more of the outstanding common stock of the Corporation; or
                           (5) is any entity in which one or more of the persons
                  or entities referred to in clauses (B)(1), (B)(2), (B)(3) or
                  (B)(4) of this Section 3(b) owns or holds more than fifty
                  percent (50%) of the equity interest or voting power.

                  (c) The term "BUSINESS COMBINATION" as used in this Article
         SEVENTH means any transaction which is referred to in any one or more
         of clauses (i) through (v) of paragraph (a) of Section 1 of this
         Article SEVENTH.

                  (d) A person shall be a "BENEFICIAL OWNER" of any Voting
        Stock:

                           (i) which such person or any of its "Affiliates" or  
                  "Associates" (as herein defined) beneficially owns, directly 
                  or indirectly; or

                           (ii) 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; or

                           (iii) which is beneficially owned, directly or
                  indirectly, 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
                  or disposing of any shares of Voting Stock.

                  (e) For the purposes of determining whether a person is an
         Interested Stockholder pursuant to paragraph (b) of this Section 3, the
         number of shares of Voting 



                                       16
<PAGE>


         Stock deemed to be outstanding shall include shares deemed owned
         through application of Paragraph (d) of this Section 3 but shall not
         include any other 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.

                  (f) The term "AFFILIATE" of, or a person "AFFILIATED" with, a
         specific person, means a person that directly, or indirectly through
         one or more intermediaries, controls, or is controlled by, or is under
         common control with, the person specified.

                  (g) The term "ASSOCIATE" used to indicate a relationship with
         any person, means (1) any corporation or organization (other than this
         Corporation or a majority-owned subsidiary of this Corporation) of
         which such person is an officer or partner or is, directly or
         indirectly, the beneficial owner of ten percent (10%) or more of any
         class of equity securities, (2) any trust or other estate in which such
         person has a substantial beneficial interest or as to which such person
         serves as trustee or in a similar fiduciary capacity, (3) any relative
         or spouse of such person, or any relative of such spouse, who has the
         same home as such person, or (4) any investment company registered
         under the Investment Company Act of 1940 for which such person or any
         affiliate of such person serves as investment adviser.

                  (h) The term "SUBSIDIARY" means any corporation 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 definitions of Interested Stockholder set forth in
         paragraph (b) of this Section 3, the term "Subsidiary" shall mean only
         a corporation of which a majority of each class of equity security is
         owned, directly or indirectly, by the Corporation.

                  (i) The term "DISINTERESTED DIRECTOR" means any member of the
         board of directors who is unaffiliated with the Interested Stockholder
         and was a member of the board of directors prior to the time that the
         Interested Stockholder became an Interested Stockholder, and any
         successor of a Disinterested Director who is unaffiliated with the
         Interested Stockholder and is recommended to succeed a Disinterested
         Director by a majority of Disinterested Directors then on the board of
         directors.

                  (j) The term "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 quoted on the Composite Tape, on the New York Stock
         Exchange, 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 on which such stock is listed, or, if
         such stock is not listed on any such exchange, the highest closing last
         sale price or closing bid quotation with respect to a share of such
         stock during the 3-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 good faith; 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 



                                       17
<PAGE>


         determined by the board of directors in good faith.

                  (k) The term "VOTING STOCK" means all outstanding shares of
         capital stock of the Corporation or another corporation entitled to
         vote generally in the election of directors, and each reference to a
         proportion of shares of Voting Stock shall refer to such proportion of
         the votes entitled to be cast by such shares.

                  (l) 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)(i) and (b)(ii) of Section 2 of this
         Article SEVENTH shall include the shares of Common Stock and/or the
         shares of any other class of outstanding Voting Stock retained by the
         holders of such shares.

                  (m) The term "ANNOUNCEMENT DATE" shall have the meaning
         specified in Section 2(b)(i)(A).

                  (n) The term "DETERMINATION DATE" shall have the meaning
         specified in Section 2(b)(i)(B).

         4. POWERS OF THE BOARD OF DIRECTORS. A majority of the Directors shall
have the power and duty to determine for the purposes of this Article SEVENTH,
on the basis of information known to them after reasonable inquiry: (a) whether
a person is an Interested Stockholder, (b) the number of shares of Voting Stock
beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another, and (d) the Fair Market Value of any assets which are the
subject of any Business Combination. A majority of the Directors shall have the
further power to interpret all of the terms and provisions of this Article
SEVENTH.

         5. NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED STOCKHOLDERS.
Nothing contained in this Article SEVENTH shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

         EIGHTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended. Such right shall be a
contract right and as such shall run to the benefit of any director or officer
who is elected and accepts the position of director or officer of the
Corporation or elects to continue to serve as a director or officer of the
Corporation while this Article EIGHTH is in effect. Any repeal or amendment of
this Article EIGHTH shall be prospective only and shall not limit the rights of
any such director or officer or the obligations of the Corporation with respect
to any claim arising from or related to the services of such director or officer
in any of the foregoing capacities prior to any such repeal or amendment to this
Article EIGHTH. Such right shall include the right to be paid by the Corporation
expenses incurred in investigating or defending any such proceeding in advance
of 



                                       18
<PAGE>


its final disposition to the maximum extent permitted under the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended. If a claim for indemnification or advancement of expenses hereunder is
not paid in full by the Corporation within sixty (60) days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim,
and if successful in whole or in part, the claimant shall also be entitled to be
paid the expenses of prosecuting such claim. It shall be a defense to any such
action that such indemnification or advancement of costs of defense is not
permitted under the General Corporation Law of the State of Delaware, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its board of directors or any committee thereof,
independent legal counsel, or stockholders) to have made its determination prior
to the commencement of such action that indemnification of, or advancement of
costs of defense to, the claimant is permissible in the circumstances nor an
actual determination by the Corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute by-law,
resolution of stockholders or directors, agreement, or otherwise.

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

         Without limiting the generality of the foregoing, to the extent
permitted by then applicable law, the grant of mandatory indemnification
pursuant to this Article EIGHTH shall extend to proceedings involving the
negligence of such person.

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

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



                                       19
<PAGE>


General Corporation Law of the State of Delaware.

         TENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

         ELEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the Corporation.

         TWELFTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation. The foregoing and
anything contained elsewhere in this certificate of incorporation to the
contrary notwithstanding, the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of the then outstanding Voting Stock, voting
together as a single class, shall be required to alter, amend, repeal, or adopt
any provision inconsistent with Article SIXTH, Section 2; Article SIXTH, Section
3; Article SIXTH, Section 4; Article SIXTH, Section 6; and Article SEVENTH.

         IN WITNESS WHEREOF, the undersigned has duly executed this Second
Restated Certificate of Incorporation on behalf of the Corporation as of the
5th day of November, 1998.



                                             UNITED STATIONERS INC.



                                             By:   /s/ Susan Maloney Meyer
                                                --------------------------------
                                             Name: Susan Maloney Meyer
                                                   -----------------------------
                                             Title:SECRETARY OF THE CORPORATION
                                                   -----------------------------
11/16/98