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                                                                     EXHIBIT 3.2

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          DELPHI FINANCIAL GROUP, INC.

               (originally incorporated on May 27, 1987 under the
                         name RSL Holding Company, Inc.)

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

         SECOND: The address of the registered office of the Corporation is
Delphi Financial Group, Inc., 1105 North Market Street, Suite 1230, in the City
of Wilmington, in the County of New Castle, in the State of Delaware. The name
of the registered agent of the Corporation in Delaware at such
address is Delphi Financial Group, Inc.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law").

         FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is seventy million (70,000,000)
shares, consisting of ten million (10,000,000) shares of Preferred Stock, par
value $.01 per share ("Preferred Stock"), forty million (40,000,000) shares of
Class A Common Stock, par value $.01 per share ("Class A Common Stock"), and
twenty million (20,000,000) shares of Class B Common Stock, par value $.01 per
share ("Class B Common Stock").

         Effective at the close of business on the date that this Restated
Certificate of Incorporation is filed with the Secretary of State of the State
of Delaware, and without further action on the part of the Corporation or the
holders of its outstanding Common Stock, par value $.01 per share (the "Prior
Common Stock"), each share of Prior Common Stock shall be automatically
reclassified as and changed into two and four-tenths (2.4) shares of Class B
Common Stock and each share or Prior Common Stock held in the treasury of the
Corporation shall be cancelled and retired. Effective at the close of business
on such date, each certificate representing shares of Prior Common Stock shall
be deemed to represent the number of shares of Class B Common Stock into which
the shares of Prior Common Stock represented thereby have been reclassified and
changed. As promptly as practicable thereafter, the Corporation, upon delivery
and surrender of existing certificates representing shares of Prior Common
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Stock by the holders thereof, which certificates, if the Board of Directors of
the Corporation so requests, shall be duly endorsed to the Corporation in blank
or accompanied by proper instruments of transfer to the Corporation (such
endorsements or instruments of transfer to be in form satisfactory to the
Corporation), shall, subject to the other provisions of this Article FOURTH,
issue and deliver or cause to be delivered to each such holder a certificate or
certificates representing a number of shares of Class B Common Stock equal to
two and four-tenths (2.4) times the number of shares of Prior Common Stock
formerly represented by such existing certificate. In the event that a holder of
a certificate or certificates formerly representing shares of Prior Common Stock
shall be entitled to receive, in the aggregate, certificates representing a
number of shares of Class B Common Stock including a fraction of a share of
Class B Common Stock, then the number of shares of Class B Common Stock
represented by the certificates issued to such holder shall be increased to the
next larger whole number of shares of Class B Common Stock so that no fractional
share shall be issued.

         The powers, preferences and rights, and the qualifications, limitations
and restrictions of the Class A Common Stock and the Class B Common Stock, and
the express grant of authority to the Board of Directors to fix by resolution
the designations and the powers, preferences and rights of each share of
Preferred Stock and the qualifications, limitations and restrictions thereof
which are not fixed by this Certificate of Incorporation, are as follows:

A.       Class A Common Stock and Class B Common Stock

         1. Dividends, Etc.

         Subject to the rights of the holders of Preferred Stock, and subject to
any other provisions of this Certificate of Incorporation, holders of Class A
Common Stock and Class B Common Stock shall be entitled to receive such
dividends and other distributions, in cash, in property or in shares of stock or
other securities, as may be declared by the Board of Directors from time to time
out of assets or funds of the Corporation legally available therefor. If and
when dividends on the Class A Common Stock or Class B Common Stock are declared
payable from time to time by the Board of Directors, whether payable in cash, in
property, or in shares of stock or other securities, the holders of Class A
Common Stock and the holders of Class B Common Stock shall be entitled to share
equally, on a per share basis, in such dividends, except that, if dividends are
declared that are payable in shares of Class
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A Common Stock or Class B Common Stock, dividends shall be declared that are
payable at the same rate on both classes of stock and the dividends shall be
payable in shares of Class A Common Stock on both the Class A Common Stock and
Class B Common Stock, in shares of Class B Common Stock on both the Class A
Common Stock and Class B Common Stock or in shares of Class A Common Stock on
the Class A Common Stock and shares of Class B Common Stock on the Class B
Common Stock as the Board of Directors of the Corporation shall determine. If
the Corporation shall in any manner subdivide or combine the outstanding shares
of Class A Common Stock or Class B Common Stock, the outstanding shares of the
other such class of stock shall be proportionally subdivided or combined in the
same manner and on the same basis as the outstanding shares of Class A Common
Stock or Class B Common Stock, as the case may be, have been subdivided or
combined.

         2.   Voting.

              (a) Subject to the provisions of Paragraph 2(d), every holder of
Class A Common Stock shall be entitled to one (1) vote in person or by proxy on
all matters subject to vote at any meeting of stockholders for each share of
Class A Common Stock standing in his name on the transfer books of the
Corporation and every holder of Class B Common Stock shall be entitled to a
number of votes equal to the Class B Number of Votes (as defined below) in
person or by proxy on all matters subject to vote at any meeting of stockholders
for each share of Class B Common Stock standing in his name on the transfer
books of the Corporation. The 'Class B Number of Votes' shall mean, with respect
to any such meeting of stockholders, the lesser of (x) the number of votes (with
each share of Class B Common Stock having the same number of votes as each other
share of Class B Common Stock) such that the aggregate of all outstanding shares
of Class B Common Stock are entitled to cast 49.9% of all of the votes
represented by the aggregate of all of the shares of Class A Common Stock and
Class B Common Stock outstanding as of the record date for determining
stockholders entitled to vote at such meeting or (y) ten (10) votes; provided,
that if there are no shares of Class A Common Stock outstanding, the Class B
Number of Votes shall be ten (10) votes. As a consequence of clause (x) above,
the Class B Number of Votes may not equal a whole number, in which event the
holders of Class B Common Stock will nonetheless be entitled to vote whatever
fractional voting interests may result from such calculation, without rounding.

              (b)(i) The holders of Class A Common Stock shall vote separately
as a class to elect one director. The remaining
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directors (other than directors to be elected by the holders of Preferred Stock
or any series thereof voting separately as a class) shall be elected by the
holders of Class A Common Stock and Class B Common Stock, voting together as one
class or, if any holders of Preferred Stock are then entitled to vote together
with the holders of Class A Common Stock and Class B Common Stock for the
election of directors, together as a single class with such holders of Preferred
Stock. The director to be elected by the holders of Class A Common Stock, voting
separately as a class, pursuant to this clause (i) or designated by the Board of
Directors pursuant to clause (iii) of this Paragraph 2(b), as the case may be,
is hereinafter referred to as the "Class A Common Stock Director" and the
directors to be elected pursuant to this clause (i) by the holders of Class A
Common Stock and Class B Common Stock, voting together as a single class or
together as a single class with the holders of Preferred Stock then entitled to
vote with the holders of Class A Common Stock and Class B Common Stock for the
election of directors, as the case may be, are hereinafter referred to as the
"Common Stock Directors."

             (ii) If, on the record date for any vote of stockholders with
respect to the election of directors, the number of shares of Class A Common
Stock which are issued and outstanding is less than ten percent (10%) of the
total number of shares of Class A Common Stock and Class B Common Stock which
are issued and outstanding, then the holders of Class A Common Stock shall not
have the right to vote separately as a class to elect one director and all
directors (other than directors to be elected by the holders of Preferred Stock
or any series thereof voting separately as a class) shall be elected by the
holders of Class A Common Stock and Class B Common Stock, voting together as a
single class or, if any holders of Preferred Stock are then entitled to vote
together with the holders of Class A Common Stock and Class B Common Stock for
the election of directors, together as a single class with such holders of
Preferred Stock. If there is a Class A Common Stock Director in office at the
time of any vote of stockholders pursuant to which directors are to be elected
in the manner specified in this clause (ii), then no director shall, effective
as of the time of such vote, be deemed to be a Class A Common Stock Director.

             (iii) The Board of Directors shall designate a director as the
Class A Common Stock Director to comply with the requirements of clause (i) of
this Paragraph 2(b), as the case may be, effective at such time as the number of
issued and outstanding shares of Class A Common Stock is ten percent
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(10%) or more of the total number of the shares of Class A Common Stock and
Class B Common Stock which are issued and outstanding. Any director designated
as a Class A Common Stock Director or a Common Stock Director shall hold office
until his successor is elected and qualified in accordance herewith or until his
earlier resignation, death or removal. Newly created directorships and vacancies
in the Board of Directors resulting from death, resignation, removal from office
or other cause shall be filled solely by a majority vote of the remaining
directors then in office, even if less than a quorum, or by a sole remaining
director, provided that any person elected to fill a vacancy created by the
resignation, death or removal of the Class A Common Stock Director shall be
deemed to be the Class A Common Stock Director and any person elected to fill a
vacancy created by the resignation, death or removal of a Common Stock Director
shall be deemed to be a Common Stock Director. The Class A Common Stock Director
may be removed without cause only by a vote of the holders of a majority of the
issued and outstanding shares of Class A Common Stock. Common Stock Directors
may be removed without cause only by a vote of the holders of shares then having
the right to cast a majority of the votes with respect to the election of Common
Stock Directors at a meeting at which all holders entitled to vote with respect
to the election of Common Stock Directors are represented.

             (iv) If there are no shares of Class A Common Stock issued and
outstanding, the holders of Class B Common Stock shall, together with the
holders of Preferred Stock then entitled to vote with the holders of Class B
Common Stock for the election of directors, elect all the directors of the
Corporation and, if there are no shares of Class B Common Stock issued and
outstanding, the holders of Class A Common Stock shall, together with the
holders of Preferred Stock then entitled to vote with the holders of Class A
Common Stock for the election of directors, elect all the directors of the
Corporation (in each case, other than directors elected by the holders of
Preferred Stock or any series thereof voting separately as a class).

         (c) Except as may be otherwise required by law or by this Certificate
of Incorporation and subject to the voting rights, if any, to which the holders
of Preferred Stock shall be entitled, the holders of Class A Common Stock and
Class B Common Stock shall vote together as a single class on all matters.

         (d)  Anything contained in this Paragraph 2 to the
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contrary notwithstanding, each share of Class B Common Stock shall be entitled
to only one (1) vote per share held unless the holder of such share shall have
established to the satisfaction of the Corporation that such share of Class B
Common Stock has been held continuously since its date of issuance by such
holder or in nominee name for the benefit or account of the same named
beneficial owner (as hereinafter defined) of such share or any Permitted
Transferee (as defined in Paragraph 3(a) hereof) of such holder or beneficial
owner. A holder of shares of Class B Common Stock who wishes to cast the Class B
Number of Votes per share shall comply with the following procedure to effect a
determination by the Corporation of his entitlement to such number of votes: if
such holder's shares of Class B Common Stock are held of record by a nominee
that is a broker or dealer in securities, a clearing house, a bank, trust
company, savings and loan association or other financial institution, or a
voting trustee or a nominee of any of the foregoing, the record holder of such
shares shall file with the transfer agent for the Class B Common Stock a
certificate on a form which will be mailed to such holder by such transfer agent
on request, certifying, as to shares identified by such holder, the information
specified in the first sentence of this Paragraph 2(d). If such record holder is
not included in the categories mentioned in the immediately preceding sentence,
such record holder shall file with the transfer agent for the Class B Common
Stock an affidavit to the same effect as the certificate specified in the
immediately preceding sentence. Any certificate or affidavit filed for the
purposes hereinabove set forth shall be deemed filed for purposes of this
Paragraph 2(d) only if received by the transfer agent not less than three (3)
nor more than twenty (20) business days prior to the date of the meeting at
which the holder desires to exercise such voting rights. If such certificate or
affidavit is not timely filed or shall not establish to the satisfaction of the
Corporation the facts stated herein, then such shares shall be entitled to one
(1) vote per share. The Corporation shall use its best efforts, if the
Corporation believes such a certificate or affidavit does not establish to the
Corporation's satisfaction the facts stated therein, to mail to the person
filing such certificate or affidavit a notice to such effect within seven
business days after the receipt by the transfer agent of any such certificate or
affidavit. For the purposes of this Article FOURTH, a "beneficial owner" of any
shares of Class B Common Stock shall mean, and shares of Class B Common Stock
shall be deemed to be "beneficially owned" by, a person who, or an entity which,
possesses the power, either singly or jointly, to direct the voting and
disposition of such shares and "business day" shall
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                                       -7-

mean any day other than a Saturday, Sunday or day on which banks in the City of
New York are authorized to close.

         3.   Transfer.

              (a) Upon transfer by a person holding shares of Class B Common
Stock of record (hereinafter called a "Holder of Class B Common Stock") of
shares of Class B Common Stock, such shares shall, upon such transfer, be
converted into an equal number of shares of Class A Common Stock in the manner
provided in Paragraph 4(b) below unless such transfer is to a Permitted
Transferee, and the Corporation shall not register the transfer of such shares
of Class B Common Stock, whether by sale, assignment, gift, bequest, appointment
or otherwise, except to a Permitted Transferee. A Permitted Transferee shall
mean, with respect to each person from time to time shown as the record holder
of shares of Class B Common Stock:

                  (i)  In the case of a Holder of Class B Common Stock
         who is a natural person,

                  (A) The spouse of such Holder of Class B Common Stock, any
         lineal ancestor of such Holder of Class B Common Stock or of his or her
         spouse, any lineal descendant of a grandparent of such Holder of Class
         B Common Stock or of the spouse of such Holder of Class B Common Stock,
         and any spouse of such lineal descendant or lineal ancestor (which
         lineal ancestors, lineal descendants, their spouses, the Holder of
         Class B Common Stock, and his or her spouse are herein collectively
         referred to as the "Family Members" of the Holder of Class B Common
         Stock);

                  (B) The trustee of a trust (including a voting trust)
         exclusively for the benefit of such Holder of Class B Common Stock
         and/or one or more of his or her Permitted Transferees described in
         each subclause of this clause (i) other than this subclause (B),
         provided that such trust may also grant a general or special power of
         appointment to one or more of the Family Members of such Holder of
         Class B Common Stock and may permit trust assets to be used to pay
         taxes, legacies and other obligations of the trust or of the estates of
         one or more of the Family Members of such Holder of Class B Common
         Stock payable by reason of the death of any of such Family Members;

                  (C)  A corporation if all of the outstanding capital
         stock of such corporation is beneficially owned by, or a
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                                       -8-

         partnership if all of the partners are and all of the partnership
         interests are beneficially owned by, the Holder of Class B Common Stock
         and/or his or her Permitted Transferees determined under this clause
         (i), provided that if by reason of any change in the ownership of such
         stock or partnership interests, such corporation or partnership would
         no longer qualify as a Permitted Transferee, all shares of Class B
         Common Stock then held by such corporation or partnership shall, upon
         the election of the Corporation given by written notice to such
         corporation or partnership, without further act on anyone's part, be
         converted into shares of Class A Common Stock effective upon the date
         of the giving of such notice, and stock certificates formerly
         representing such shares of Class B Common Stock shall thereupon and
         thereafter be deemed to represent the like number of shares of Class A
         Common Stock; and

                  (D) The estate of such Holder of Class B Common Stock.

                  (ii) In the case of a Holder of Class B Common Stock holding
         the shares of Class B Common Stock in question as trustee pursuant to a
         trust (other than a trust described in clause (iii) of this Paragraph
         3(a)), "Permitted Transferee" means (A) any person transferring Class B
         Common Stock to such trust and (B) any Permitted Transferee of any such
         transferor determined pursuant to clause (i) of this Paragraph 3(a).

                  (iii) In the case of a Holder of Class B Common Stock holding
         the shares of Class B Common Stock in question as trustee pursuant to a
         trust which was irrevocable on the date of initial issuance by the
         Corporation of shares of Class B Common Stock, "Permitted Transferee"
         means (A) any person to whom or for whose benefit principal may be
         distributed either during or at the end of the term of such trust,
         whether by power of appointment or otherwise and (B) any Permitted
         Transferee of any such person determined pursuant to clause (i) of this
         Paragraph 3(a).

                  (iv) In the case of a Holder of Class B Common Stock which is
         a corporation or partnership acquiring record and beneficial ownership
         of the shares of Class B Common Stock in question at the time of the
         initial issuance of such shares by the Corporation or entitled to
         acquire shares of Class B Common Stock upon the exercise of warrants
         outstanding at the time of initial issuance
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                                       -9-

         of shares of Class B Common Stock by the Corporation, "Permitted
         Transferee" means (A) any person who was, on the date of such issuance,
         a partner of such partnership, or stockholder of such corporation, (B)
         any person transferring such shares of Class B Common Stock to such
         corporation or partnership, (C) any corporation or partnership (x) of
         which such Holder directly or indirectly owns not less than two-thirds
         of the voting power (y) which owns directly or indirectly not less than
         two-thirds of the voting power of such Holder or (z) of which not less
         than two-thirds of the voting power is owned by a corporation or
         partnership which directly or indirectly owns not less than two-thirds
         of the voting power of such Holder, provided that if by reason of any
         change in the ownership of such stock or partnership interests, such
         corporation or partnership would no longer qualify as a Permitted
         Transferee, all shares of Class B Common Stock then held by such
         corporation or partnership shall, upon the election of the Corporation
         given by written notice to such corporation or partnership, without
         further act on anyone's part, be converted into shares of Class A
         Common Stock effective upon the date of the giving of such notice, and
         stock certificates formerly representing such shares of Class B Common
         Stock shall thereupon and thereafter be deemed to represent the like
         number of shares of Class A Common Stock and (D) any Permitted
         Transferee of any such person, partner or stockholder referred to in
         subclauses (A) and (B) of this clause (iv), determined under clause (i)
         of this Paragraph 3(a).

                  (v) In the case of a Holder of Class B Common Stock which is a
         corporation or partnership (other than a corporation or partnership
         described in clause (iv) of this Paragraph 3(a)) holding record and
         beneficial ownership of the shares of Class B Common Stock in question,
         "Permitted Transferee means (A) any person transferring such shares of
         Class B Common Stock to such corporation or partnership and (B) any
         Permitted Transferee of any such transferor determined under clause (i)
         of this Paragraph 3(a).

                  (vi) In the case of a Holder of Class B Common Stock which is
         the estate of a deceased Holder of Class B Common Stock, or which is
         the estate of a bankrupt or insolvent Holder of Class B Common Stock,
         which holds record and beneficial ownership of the shares of Class B
         Common Stock in question, "Permitted Transferee" means a Permitted
         Transferee of such deceased, bankrupt or
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                                      -10-

         insolvent Holder of Class B Common Stock as determined pursuant to
         clauses (i), (ii), (iii), (iv), (v) or (vii) of this Paragraph 3(a).

                  (vii) In the case of a Holder of Class B Common Stock holding
         record (but not beneficial) ownership of the shares of Class B Common
         Stock in question as nominee for the person who was the beneficial
         owner thereof at the time of the initial issuance of such shares by the
         Corporation, such beneficial owner and any Permitted Transferee of such
         beneficial owner (determined pursuant to clauses (i), (ii), (iii),
         (iv), (v) or (vi) of this Paragraph 3(a)) shall be Permitted
         Transferees.

              (b) Notwithstanding anything to the contrary set forth herein, any
Holder of Class B Common Stock may pledge the shares of Class B Common Stock
belonging to such Holder of Class B Common Stock to a pledgee pursuant to a bona
fide pledge of such shares as collateral security for indebtedness due to the
pledgee, provided that such shares shall not be transferred to or registered in
the name of the pledgee and shall remain subject to the provisions of this
Paragraph 3. In the event of foreclosure or other action by the pledgee, such
pledged shares of Class B Common Stock may only be transferred to a Permitted
Transferee of the pledgor or converted into shares of Class A Common Stock.

              (c)  For purposes of this Paragraph 3:

                  (i) The relationship of any person that is derived by or
         through legal adoption while such person is a minor shall be considered
         a natural one.

                  (ii) Each joint owner of record of shares of Class B Common
         Stock shall be considered a Holder of Class B Common Stock with respect
         to such shares.

                  (iii) A minor for whom shares of Class B Common Stock are held
         pursuant to a Uniform Gifts to Minors Act or similar law shall be
         considered a Holder of Class B Common Stock with respect to such
         shares.

                  (iv) Unless otherwise specified, the term "person" means both
         natural persons and legal entities.

                  (v) Without derogating from the election conferred upon the
         Corporation pursuant to subclause (C) of Paragraph 3(a)(i) above, each
         reference to a corporation or the Corporation shall include any
         successor
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                                      -11-

         corporation resulting from merger or consolidation; and each reference
         to a partnership shall include any successor partnership resulting from
         the death or withdrawal of a partner.

              (d) The Corporation shall note or set forth on the certificates
         for shares of Class B Common Stock the provisions set forth in this
         Paragraph 3 and in Paragraph 4 below.

         4.   Conversion of Shares of Class B Common Stock
              Into Shares of Class A Common Stock

              (a) Conversion of All Class B Common Stock. At any time after the
initial issuance of shares of Class A Common Stock when the number of shares of
Class B Common Stock which are issued and outstanding falls below five percent
(5%) of the total number of shares of Class A Common Stock and Class B Common
Stock which are issued and outstanding, or the Board of Directors and the
holders of a majority of the outstanding shares of Class B Common Stock approve
the conversion of all of the Class B Common Stock into Class A Common Stock,
then, immediately upon the occurrence of either such event, each outstanding
share of Class B Common Stock shall be converted into a share of Class A Common
Stock. In the event of such a conversion, certificates formerly representing
outstanding shares of Class B Common Stock shall thereupon and thereafter be
deemed to represent the like number of shares of Class A Common Stock.

              (b) Conversion upon Transfer. In the event a holder of shares of
Class B Common Stock sells, assigns, transfers, pledges or otherwise disposes of
such shares other than to a Permitted Transferee as provided in Paragraph 3
above, then such sale, assignment, transfer, pledge or other disposition shall
be deemed (i) an election by the holder thereof first to convert such shares of
Class B Common Stock into shares of Class A Common Stock on a share-for-share
basis, and (ii) a sale, assignment, transfer, pledge or other disposition of
such shares of Class A Common Stock. Such conversion shall be deemed effective
as of the time of such sale, assignment, transfer, pledge or other disposition.
Upon presentation to the Corporation's transfer agent of the certificate or
certificates representing such shares of Class B Common Stock, a certificate or
certificates representing an equal number of shares of Class A Common Stock
shall be issued in the name of the transferee or pledgee.

              (c)  Conversion at Option of Holder.  Subject to the
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                                      -12-

terms and conditions of this Paragraph 4(c), each share of Class B Common Stock
shall be convertible at any time or from time to time, at the option of the
holder thereof, at the office of any transfer agent for Class B Common Stock,
and at such other place or places, if any, as the Board of Directors may
designate, or, if the Board of Directors shall fail so to designate, at the
principal office of the Corporation (attention of the Secretary of the
Corporation), into one fully paid and nonassessable share of Class A Common
Stock. Upon conversion, the Corporation shall make no payment or adjustment on
account of dividends accrued or in arrears on Class B Common Stock surrendered
for conversion or on account of any dividends on the Class A Common Stock
issuable on such conversion. Before any holder of Class B Common Stock shall be
entitled to convert the same into Class A Common Stock, he shall surrender the
certificate or certificates for such Class B Common Stock at the office of said
transfer agent (or other place as provided above), which certificate or
certificates, if the Corporation shall so request, shall be duly endorsed to the
Corporation or in blank or accompanied by proper instruments of transfer to the
Corporation or in blank (such endorsements or instruments of transfer to be in
form satisfactory to the Corporation), and shall give written notice to the
Corporation at said office that he elects so to convert said Class B Common
Stock in accordance with the terms of this Paragraph 4(c), and shall state in
writing therein the name or names in which he wishes the certificate or
certificates for Class A Common Stock to be issued. Every such notice of
election to convert shall constitute a contract between the holder of such Class
B Common Stock and the Corporation, whereby the holder of such Class B Common
Stock shall be deemed to subscribe for the amount of Class A Common Stock which
he shall be entitled to receive upon such conversion, and, in satisfaction of
such subscription, to deposit the Class B Common Stock to be converted and to
release the Corporation from all liability under such Class B Common Stock
(other than with respect to any dividends declared by the Corporation but not
paid), and thereby the Corporation shall be deemed to agree that the surrender
of the certificate or certificates therefor and the extinguishment of liability
on such Class B Common Stock (other than with respect to any dividends declared
by the Corporation but not paid) shall constitute full payment of such
subscription for Class A Common Stock to be issued upon such conversion. The
Corporation will as soon as practicable after such deposit of a certificate or
certificates for Class B Common Stock, accompanied by the written notice and the
statement above prescribed, issue and deliver at the office of said transfer
agent (or other place as provided above) to the person for
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                                      -13-

whose account such Class B Common Stock was so surrendered, or to his nominee or
nominees, a certificate or certificates for the number of full shares of Class A
Common Stock to which he shall be entitled as aforesaid. Subject to the
provisions of clause (ii) of Paragraph 4(d), such conversion shall be deemed to
have been made as of the date of such surrender of the Class B Common Stock to
be converted; and the person or persons entitled to receive the Class A Common
Stock issuable upon conversion of such Class B Common Stock shall be treated for
all purposes as the record holder or holders of such Class A Common Stock on
such date.

              (d) General. (i) The issuance of certificates for shares of Class
A Common Stock upon conversion of shares of Class B Common Stock shall be made
without charge for any stamp or other similar tax in respect of such issuance.
However, if any such certificate is to be issued in a name other than that of
the holder of the share or shares of Class B Common Stock converted, the person
or persons requesting issuance thereof shall pay to the Corporation the amount
of any tax which may be payable in respect of any transfer involved in such
issuance or shall establish to the satisfaction of the Corporation that such tax
has been paid.

              (ii) The Corporation shall not be required to convert Class B
Common Stock, and no surrender of Class B Common Stock shall be effective for
that purpose, while the stock transfer books of the Corporation are closed for
any purpose; but the surrender of Class B Common Stock for conversion during any
period while such books are so closed shall become effective for conversion
immediately upon the reopening of such books as if the conversion had been made
on the date such Class B Common Stock was surrendered.

              (iii) The Corporation covenants that it will at all times reserve
and keep available, solely for the purpose of issuance upon conversion of the
outstanding shares of Class B Common Stock, such number of shares of Class A
Common Stock as shall be issuable upon the conversion of all such outstanding
shares, provided that nothing contained herein shall be construed to preclude
the Corporation from satisfying its obligations with respect to the conversion
of the outstanding shares of Class B Common Stock by delivery of shares of Class
A Common Stock which are held in the treasury of the Corporation. The
Corporation covenants that if any shares of Class A Common Stock required to be
reserved for purposes of conversion hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares of Class A Common Stock may be issued upon
<PAGE>   14
                                      -14-

conversion, the Corporation will use reasonable efforts to cause such shares to
be duly registered or approved, as the case may be. The Corporation covenants
that all shares of Class A Common Stock which shall be issued upon conversion of
the shares of Class B Common Stock will, upon issue, be fully paid and
nonassessable and not subject to any preemptive rights.

              (iv) The Corporation may, in connection with preparing a list of
stockholders entitled to vote at any meeting of stockholders, or as a condition
to the transfer or the registration of Class B Common Stock on the Corporation's
books, require the furnishing of such affidavits or other proof as it deems
necessary to establish that any person is the record owner of shares of Class B
Common Stock or is a Permitted Transferee, as the case may be.

         5.   Purchases.

         Subject to any applicable provisions of this Article FOURTH and to any
limitations provided for in connection with any dividends or sinking fund for
any of the Preferred Stock, or any other terms thereof, the Corporation may at
any time or from time to time purchase or otherwise acquire shares of its Class
A Common Stock or Class B Common Stock in any manner now or hereafter permitted
by law, publicly or privately, or pursuant to any agreement.



         6.   Liquidation.

         In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding-up of the Corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of any Preferred Stock, the holders of the Class A Common Stock shall be
entitled to share ratably with the holders of the Class B Common Stock as a
single class in all of the remaining assets of the Corporation of whatever kind
available for distribution to stockholders, that is, an equal amount of such
assets for each share of Class A Common Stock and Class B Common Stock. A
consolidation or merger of the Corporation with or into any other corporation or
corporations or a sale or other disposition of all or any part of the assets of
the Corporation (which shall not in fact result in a liquidation of the
Corporation and the distribution of assets to stockholders) shall not be deemed
to be a liquidation, dissolution or winding-up of the Corporation as those terms
<PAGE>   15
                                      -15-

are used in this Paragraph 6.

         7.   Other Rights.

         Except as otherwise required by the Delaware Corporation Law or as
otherwise provided in this Certificate of Incorporation, each share of Class A
Common Stock and each share of Class B Common Stock shall have identical powers,
preferences and rights.

         Without limiting the foregoing, in the case of any distribution or
payment (other than as a dividend subject to Paragraph 1 or distribution upon
liquidation subject to Paragraph 6) on Class A Common Stock or Class B Common
Stock upon the consolidation or merger of the Corporation with or into any other
corporation or corporations or any other transaction having an effect on
stockholders substantially similar to that resulting from a consolidation or
merger, such distribution or payment shall be made ratably on a per share basis
among the holders of the Class A Common Stock and Class B Common Stock as a
single class.

         8.   Issuance of Additional Shares of Class B Common
Stock.

         Following the initial issuance of shares of Class B Common Stock by the
Corporation, such shares shall be issued by the Corporation only (a) in payment
of a stock dividend on then outstanding shares of Class B Common Stock in
accordance with Paragraph 1; (b) in connection with a stock split,
reclassification or other subdivision of then outstanding shares of Class B
Common Stock in accordance with Paragraph 1; (c) upon exercise of options or
warrants which are outstanding immediately prior to the initial issuance by the
Corporation of shares of Class B Common Stock and which are, in connection with
the reclassification of the Prior Common Stock provided by this Article FOURTH,
converted into options to acquire or warrants exercisable for shares of Class B
Common Stock; and (d) from time to time pursuant to the Corporation's Long-Term
Performance-Based Incentive Plan adopted at the Corporation's 1997 annual
meeting of stockholders, as such plan may be amended from time to time in
accordance with its terms.

B.       Preferred Stock

         The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the Delaware Corporation Law,
to
<PAGE>   16
                                      -16-

establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and any qualifications, limitations or restrictions thereof.
The number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of shares of Class A Common Stock and Class B Common Stock
having the right to cast a majority of the votes at a meeting at which all
holders of Class A Common Stock and Class B Common Stock are represented without
a vote of the holders of the Preferred Stock or any series thereof, unless a
vote of any such holders is required pursuant to the certificate or certificates
establishing the series of Preferred Stock.

         FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-laws of the Corporation.

         SIXTH: Election of directors need not be by written ballot unless the
By-laws of the Corporation so provide.

         SEVENTH: 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.

         EIGHTH: No director shall be personally liable to the Corporation or
any stockholder for monetary damages for breach of fiduciary duty as a director,
except (i) for any breach of such 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 Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the stockholders of this
provision to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of directors of the
Corporation shall be eliminated or limited to the full extent permitted by the
Delaware General Corporation Law, as so amended.

         The Corporation shall indemnify to the full extent permitted by the
laws of the State of Delaware as from time to
<PAGE>   17
                                      -17-

time in effect any person who was or is a party or is threatened to be made a
party to, or otherwise requires representation by counsel in connection with,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether or not an action by or in the
right of the Corporation), by reason of the fact that he is or was a director or
officer of the Corporation, or, while serving as a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity. The right to indemnification conferred by this
Article EIGHTH shall also include the right of such persons to be paid in
advance by the Corporation for their expenses to the full extent permitted by
the laws of the State of Delaware as from time to time in effect. The right to
indemnification conferred on such persons by this Article EIGHTH shall be a
contract right.

         Unless otherwise determined by the Board of Directors of the
Corporation, the Corporation shall indemnify to the full extent permitted by the
laws of the State of Delaware as from time to time in effect any person who was
or is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the Corporation),
by reason of the fact that he is or was an employee (other than an officer) or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity.

         The rights and authority conferred in this Article EIGHTH shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of this Certificate of Incorporation or the By-laws
of the Corporation, agreement, vote of stockholders or disinterested directors
or otherwise.

         Neither the amendment nor repeal of this Article EIGHTH, nor the
adoption of any provision of the Certificate of Incorporation or By-laws or of
any statute inconsistent with this Article EIGHTH, shall eliminate or reduce the
effect of this Article EIGHTH in respect of any acts or omissions occurring
prior to such amendment, repeal or adoption of an
<PAGE>   18
                                      -18-
inconsistent provision.

         NINTH:  Except as otherwise provided with respect to the
holders of any one or more series of Preferred Stock:

         (a) Special meetings of stockholders for any purpose or purposes shall
be called solely by resolution of the Board of Directors, acting by not less
than a majority of the entire Board, and the power of stockholders to call a
meeting is specifically denied; no business shall be transacted and no corporate
action shall be taken at a special meeting of stockholders other than that
stated in the notice of such meeting; and

         (b) Effective upon the registration of any class of the Corporation's
equity securities under section 12 of the Securities Exchange Act of 1934, as
amended, no action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting except upon the unanimous written consent of all stockholders entitled
to vote thereon.

         TENTH:  This Restated Certificate of Incorporation is effective at the
close of business on the date that it is filed with the Secretary of State of
the State of Delaware.