State of Delaware

                        Office of the Secretary of State

                        --------------------------------


     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED  CERTIFICATE  OF
"ALBERTSON'S, INC.", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF MAY, A.D.
1998, AT 2:45 O'CLOCK P.M.

     A FILED  COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE NEW  CASTLE
COUNTY RECORDER OF DEEDS.











                                /SEAL/       /S/ Edward J. Freel
                                            -----------------------------------
                                            Edward J. Freel, Secretary of State

  0708424 8100                              AUTHENTICATION:          9104118

  981202515                                           DATE:          05-27-98






                                    Page 15

<PAGE>


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                ALBERTSON'S, INC.


     THOMAS R. SALDIN,  Executive  Vice  President,  Administration  and General
Counsel,  and KAYE L.  O'RIORDAN,  Vice  President and Corporate  Secretary,  of
Albertson's,  Inc., a Delaware corporation,  ("Corporation"),  do hereby certify
under the seal of said corporation as follows:

     1. That the Corporation was originally incorporated in Delaware on April 3,
1969 under the name A F S, I N C.

     2. That the original  Certificate of Incorporation was restated on July 21,
1971 and again on June 2, 1980; that the Restated  Certificate of  Incorporation
was amended on June 1, 1983; that the Restated  Certificate of Incorporation was
further  restated on May 24, 1985,  on May 28, 1987,  on May 29, 1990 and on May
24,  1991 and that a  Certificate  of  Designation,  Preferences  and  Rights of
Participating  Preferred  Stock was filed on  December  13, 1996 as set forth on
Exhibit A hereto.

     3. That the restatement of the Restated  Certificate of Incorporation  sets
forth the Restated  Certificate  of  Incorporation  together with all amendments
thereto  integrates  and does not  further  amend the  Restated  Certificate  of
Incorporation of Albertson's, Inc.

     4. That the restatement of the Restated  Certificate of  Incorporation  has
been duly  adopted by the Board of Directors of the  Corporation  in  accordance
with Section 245 of the General Corporation Law of Delaware.

     5.  That  the  text  of  Restated  Certificate  of  Incorporation  of  said
Albertson's, Inc. is hereby restated to read in full as follows:

     FIRST: The name of the Corporation is ALBERTSON'S, 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 as such address is The Corporation Trust Company.

     THIRD: The purposes of the Corporation are:

     (1) To  establish,  conduct and operate food stores,  drug stores,  variety
stores, department stores, restaurants, lunch counters and cafeterias.


                                    Page 16
<PAGE>


     To establish,  construct, buy or otherwise acquire, lease, equip, maintain,
manage,  operate,   mortgage,  sell  or  otherwise  dispose  of  stores,  shops,
buildings,   structures,   works  and  other  properties,  and  all  facilities,
equipment, and conveniences in connection therewith.

     To  manufacture,  buy,  sell,  import,  export,  and deal in goods,  wares,
merchandise,  commodities, articles of trade and commerce, and personal property
of every class and description.

     (2) To manufacture, design, construct, own, use, buy, sell, lease, hire and
deal in and with articles and properties of all kinds and to render  services of
all kinds,  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,  or
by any other law of Delaware or by this Restated  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 aggregate  number of shares of stock of all classes which this
Corporation  has  authority  to issue is one billion two hundred and ten million
(1,210,000,000) of which one billion two hundred million  (1,200,000,000) shares
shall be Common Stock with a par value of one dollar ($1.00) per share,  and ten
million  (10,000,000)  shares shall be  Peferred  Stock with a par value of one
dollar ($1.00) per share.

     The   designations   and  powers,   preferences,   and   rights,   and  the
qualifications,   limitations  or  restrictions  of  each  class  of  stock  are
respectively set forth in the following provisions:

     (1) Common Stock.  Subject to all of the rights of the Preferred  Stock and
except as may be expressly  provided with respect to the Preferred Stock herein,
by law or by the Board of Directors pursuant to this Article FOURTH:

          (a) The Board of Directors is authorized, subject to the provisions of
     law, to provide by resolutions from time to time for issuance of the Common
     Stock.

          (b) Subject to the  provisions  of law,  dividends  may be paid on the
     Common  Stock of the  Corporation  at such time and in such  amounts as the
     Board of Directors may deem advisable.

          (c) The Board of Directors of the  Corporation is authorized to affect
     the  elimination  of shares of its  Common  Stock  purchased  or  otherwise
     acquired by the Corporation from the authorized  capital stock or number of
     shares  of  the  Corporation  in the  manner  provided  for in the  General
     Corporation Law of Delaware.

          (d) No holder of Common  Stock  shall  have any  pre-emptive  right to
     subscribe to stock, obligations,  warrants, rights to subscribe to stock or
     other securities of any class,  whether now or hereafter  authorized unless
     otherwise provided by resolution of the Board of Directors.


                                    Page 17
<PAGE>


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

          (f) In no event is the  Corporation  required to issue any  fractional
     shares of Common  Stock,  such being  subject to the  determination  of the
     Board of Directors.

     (2) Preferred Stock. The Preferred Stock may be issued from time to time by
the  Board  of  Directors  as  shares  of one or  more  series.  Subject  to the
limitations  prescribed by law, the Board of Directors is expressly  authorized,
prior to issuance,  by adopting  resolutions  providing  for the issuance of, or
providing for a change in the number of, shares of any particular series and, if
and to the extent from time to time  required  by law,  by filing a  certificate
pursuant to the General  Corporation  Law of Delaware (or such other similar law
hereafter in effect), to establish or change the number of shares to be included
in each such series and to fix the designation and relative powers,  preferences
and  rights and the  qualifications  and  limitations  or  restrictions  thereof
relating  to the  shares  of each such  series.  The  authority  of the Board of
Directors  with  respect to each series  shall  include,  but not be limited to,
determination of the following:

          (a) The distinctive  serial  designation of such series and the number
     of shares  constituting such series,  provided that the aggregate number of
     shares  constituting  all series of  Preferred  Stock  shall not exceed ten
     million (10,000,000);

          (b) The  annual  dividend  rate,  if any,  on shares  of such  series,
     whether dividends shall be cumulative and, if so, from which date or dates;

          (c) Whether the shares of such series shall be redeemable  and, if so,
     the terms and  conditions of such  redemption,  including the date or dates
     upon and after which such shares  shall be  redeemable,  and the amount per
     share payable in case of redemption,  which amount may vary under different
     conditions and at different redemption dates;

          (d) The  obligation,  if any, of the  Corporation  to retire shares of
     such series, whether pursuant to a sinking fund or otherwise;


                                    Page 18
<PAGE>


          (e)  Whether  shares of such  series  shall be  convertible  into,  or
     exchangeable for, shares of stock of any other class or classes and, if so,
     the terms and  conditions  of such  conversion  or exchange,  including the
     price or  prices or the rate or rates of  conversion  or  exchange  and the
     terms of adjustment, if any;

          (f)  Whether the shares of such  series  shall have  voting  rights in
     addition to any voting rights required by law and, if so, the terms of such
     voting rights;

          (g) The rights of the shares of such series in the event of  voluntary
     or involuntary  liquidation,  dissolution or winding up of the Corporation;
     and

          (h) Any other relative rights,  powers,  preferences,  qualifications,
     limitations or restrictions thereof relating to such series.

     The shares of Preferred  Stock of any one series  shall be  identical  with
each other in all respects except as to the dates from and after which dividends
thereon,  if any,  shall  cumulate,  if  cumulative.  To the  extent one or more
directors  may be elected  by holders of  Preferred  Stock,  the  Provisions  of
Article FIFTH hereof shall apply solely with respect to those directors that may
be elected by the holders of Common Stock.

     In  accordance  with this  Section  FOURTH,  the Board of  Directors of the
Corporation  has designated  shares of Preferred  Stock with the designation and
relative powers,  preferences and rights and the  qualifications and limitations
or restrictions set forth on Exhibit A hereto.

     (3)  Amendment  and Repeal.  Notwithstanding  any other  provisions of this
Restated  Certificate of  Incorporation  or the By-Laws of the Corporation  (and
notwithstanding  the fact that a lesser percentage may be specified by law, this
Restated  Certificate of Incorporation or the By-Laws of the  Corporation),  the
affirmative  vote of eighty  percent  (80%) or more of the  voting  power of the
outstanding  shares of the voting stock of the Corporation  shall be required to
amend,  modify or  repeal,  or to adopt any  provisions  inconsistent  with this
Article FOURTH of this Restated Certificate of Incorporation;  provided however,
that this Article FOURTH may be amended,  modified or repealed, and any such new
provision  may be added,  upon the  affirmative  vote of the holders of not less
than a  majority  of the total  voting  power of all  outstanding  shares of the
voting stock of the  Corporation,  if such  amendment,  modification,  repeal or
addition shall first have been approved and recommended by a resolution  adopted
by an  affirmative  vote of at least  three-fourths  (3/4) of the members of the
Board of Directors.

     FIFTH:  Each holder of Common  Stock shall be entitled to one vote for each
share of stock standing in his name on the books of the Corporation.

     SIXTH:  The  Corporation  shall have the power to create and issue  rights,
warrants  or  options  entitling  the  holders  thereof  to  purchase  from  the
Corporation  any shares of its capital stock of any class or classes,  upon such
terms and  conditions and at such times and prices as the Board of Directors may
provide,  which terms and conditions  shall be  incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud, the judgment of the
directors as to the adequacy of consideration for the issuance of such rights or
options and the sufficiency thereof shall be conclusive.


                                    Page 19

<PAGE>


     SEVENTH:  The  following  shall apply with  respect to  indemnification  of
certain  persons by the  Corporation  and with respect to elimination of certain
liability of directors:

     (1) Indemnification of Certain Persons. The Corporation shall have power to
indemnify any person, including present or former directors, officers, employees
or agents of the  Corporation or any person who 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,  to the
extent  permitted  by the General  Corporation  Law of  Delaware.  Such right of
indemnification  shall  be in  addition  to all  other  rights  to  which  those
indemnified  may be  entitled  under  any  statue,  by-law,  agreement,  vote of
stockholders or otherwise.

     (2) Elimination of Certain Monetary  Liabilities of Directors.  No director
shall be personally  liable to the  Corporation or any  stockholder for monetary
damages for breach of fiduciary duty by such director as a director,  except for
any matter in respect of which such  director  shall be liable under Section 174
of the Delaware  General  Corporation Law or any amendment  thereto or successor
provision  thereof or shall be liable by reason that, in addition to any and all
other  requirements for such liability such director (i) shall have breached his
or her duty of loyalty to the Corporation or its stockholders, (ii) in acting or
in failing  to act,  shall not have acted in good faith or shall have acted in a
manner involving  intentional  misconduct or a knowing violation of law or (iii)
shall have derived an improper  personal benefit from the transaction in respect
of which such breach of  fiduciary  duty  occurred.  Neither the  amendment  nor
repeal of Section 2 of this Article SEVENTH shall eliminate or reduce the effect
of Section 2 of this Article SEVENTH in respect of any matter occurring,  or any
cause of action,  suit or claim that, but for Section 2 of this Article  SEVENTH
would accrue or arise, prior to such amendment or repeal.

     EIGHTH:  For the  management  of the  business,  and for the conduct of the
affairs of the  Corporation,  and for the further  definition,  limitation,  and
regulation of the powers of the Corporation and its directors and  stockholders,
it is further provided:

     (1) Size of Board.  The number of  directors  shall be as  specified in the
By-Laws of the  Corporation,  except the number  shall never be less than three,
and such number of  directors  may from time to time be  otherwise  increased or
decreased  (subject  to the  foregoing)  in such  manner  as  prescribed  by the
By-Laws. Directors need not be stockholders.  Election of directors shall not be
by written ballot unless the By-Laws provide otherwise.

     (2) Powers of Board.  In  furtherance  and not in  limitation of the powers
conferred  by the laws of the  State of  Delaware,  the  Board of  Directors  is
expressly authorized and empowered:

          (a) To make, alter, amend, and repeal the By-Laws;


                                    Page 20

<PAGE>


          (b) To authorize and issue, without stockholder  consent,  obligations
     of the Corporation,  secured and unsecured, under such terms and conditions
     as the  Board,  in its sole  discretion,  may  determine,  and to pledge or
     mortgage,  as  security  therefor,  any real or  personal  property  of the
     Corporation, including after-acquired property;

          (c) To establish bonus, profit-sharing, stock option or other types of
     incentive  compensation  plans for the  employees,  including  officers and
     directors,  of the  Corporation,  and to fix the  amount of  profits  to be
     shared or  distributed,  and to determine the persons to participate in any
     such plans and the amount of their respective participations;

          (d) To designate, by resolution or resolutions passed by a majority of
     the whole Board of Directors,  one or more  committees,  each consisting of
     two or more directors, which, to the extent permitted by law and authorized
     by the  resolution or the By-Laws shall have and may exercise the powers of
     the Board of Directors;

          (e) To provide for the reasonable  compensation of its own members and
     to fix the terms and conditions upon which such compensation will be paid;

          (f) In  addition  to the  powers  and  authority  hereinbefore,  or by
     statute,  expressly  conferred upon it, the Board of Directors may 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 laws of
     the State of Delaware,  of this Restated Certificate of Incorporation,  and
     as may be provided for from time to time by the By-Laws of the Corporation.

     NINTH:  Subject to the laws of the State of Delaware,  the stockholders and
the directors  shall have power to hold their  meetings,  and the directors will
have  the  power to have an  office  or  offices  and to  maintain  books of the
Corporation  outside the State of Delaware,  at such place or places as may from
time to time be designated in the By-Laws or by appropriate resolution.

     TENTH: The By-Laws of the Corporation may be altered, amended, suspended or
repealed, or new By-Laws may be adopted, (i) by resolution adopted by a majority
of the full Board of Directors at a meeting thereof,  (ii) by unanimous  written
consent of all the directors in lieu of a meeting,  or (iii) by the  affirmative
vote, at any annual or special meeting of the stockholders, of the holders of at
least a majority of the outstanding  stock of the  Corporation  entitled to vote
thereon,   except  that  the  affirmative  vote  of  the  holders  of  at  least
three-fourths (3/4) of the outstanding stock of the Corporation entitled to vote
thereon shall be required for the stockholders to amend any of the provisions of
Article III  (Directors)  of the By-Laws.  The By-Laws may contain any provision
for the regulation and management of the affairs of the  Corporation  and rights
or powers of its stockholders, directors, officers or employees not inconsistent
with Delaware law or this Restated Certificate of Incorporation.


                                    Page 21

<PAGE>


     ELEVENTH:   In  lieu  of  corporate  action  taken  at  a  meeting  of  the
stockholders,  the written  consent of the holders of stock  having no less than
the minimum percentage of the total vote that would be necessary to authorize or
take such action at a meeting at which all shares  entitled to vote thereon were
present and voted, may authorize such corporate action to be so taken.

     TWELTH: The affirmative vote of at least eighty percent (80%) of the voting
power of the outstanding  Voting Stock (as herein defined) shall be required for
the adoption or authorization  of any Business  Combination (as herein defined),
provided,  that  such  eighty  percent  (80%)  voting  requirement  shall not be
applicable if all of the  conditions  specified in paragraph (2) of this Article
TWELTH are met.

     (1) Definitions. The following definitions shall apply for purposes of this
Article TWELTH:

          (a) "Person"  shall mean any  individual,  firm,  corporation or other
     entity.

          (b)  "Affiliate"  or "Associate"  shall have the  respective  meanings
     ascribed to such terms in Rule 12b-2 of the General  Rules and  Regulations
     under the  Securities  Exchange Act of 1934,  as in effect on May 24, 1985,
     provided,  however,  the term  "registrant"  as used in such  definition of
     "Associate" shall mean the Corporation.

          (c) "Subsidiary" shall mean 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 definition of
     "Interested  Stockholder" set forth below, 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.

          (d)  "Voting  Stock"  shall  mean  capital  stock  of the  Corporation
     entitled to vote generally in the election of directors.

          (e) A person  shall be the  "Beneficial  Owner"  with  respect  to any
     Voting Stock:

               /i/ which  such  person or any of its  Affiliates  or  Associates
          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 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

                                     Page 22
<PAGE>


               /iii/ which are beneficially  owned,  directly or indirectly,  by
          any other  person with which such person or any of its  Affiliates  or
          Associates  has any  agreement  or  understanding  for the  purpose of
          acquiring, holding, voting or disposing of any shares of Voting Stock.

          (f)  "Interested  Stockholder"  shall mean any person  (other than the
     Corporation or any Subsidiary) who or which:

               /i/ is the  Beneficial  Owner,  directly  or  indirectly,  of ten
          percent  (10%) 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 ten percent (10%) or more
          of the voting power of the then outstanding Voting Stock; or

               /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 an
          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 or any successor securities law.

          (g) "Business Combination" shall mean any one or more of the following
     transactions:

               /i/  Any  merger  or  consolidation  of  the  Corporation  or any
          Subsidiary  with any Interested  Stockholder or any other  corporation
          (whether or not itself an Interested  Stockholder)  which is, or after
          such merger or  consolidation  would be, an Affiliate of an Interested
          Stockholder.

               /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 any assets of the Corporation or any Subsidiary  having
          an aggregate Fair Market Value of $1,000,000 or more.

               /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 cash, securities or other property (or combination thereof) having
          an aggregate Fair Market Value of $1,000,000 or more.


                                  Page 23
<PAGE>


               /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.

               /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 transactions (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
          beneficially  owned by any Interested  Stockholder or any Affiliate of
          any Interested Stockholder.

          (h)  "Continuing  Director"  shall  mean any  member  of the  Board of
     Directors of the Corporation who is not an Interested  Stockholder to which
     this  Article  TWELTH  is  applicable  and  is  not an  Affiliate  of  such
     Interested  Stockholder and was a member of the Board of Directors prior to
     May 24,  1985 or to the time that  such  Interested  Stockholder  became an
     Interested  Stockholder,  and any successor of a Continuing Director who is
     not an Affiliate of such  Interested  Stockholder and who is recommended to
     succeed a  Continuing  Director by a majority of the  Continuing  Directors
     then on the Board of Directors.

          (i) "Fair Market Value" shall mean:

               /i/ in the case of stock,  the  highest  closing  sale price of a
          share of such  stock  during the  thirty  (30) day period  immediately
          preceding  the  date  for  which  such  Fair  Market  Value  is  being
          determined  on  the  principal  United  States   securities   exchange
          registered under the Securities  Exchange Act of 1934 or successor law
          on which such  stock is listed,  or if such stock is not listed on any
          such  exchange,  the highest  closing bid quotation  with respect to a
          share of such stock  during the thirty (30) day period  preceding  the
          date for  which  such Fair  Market  Value is being  determined  on the
          National  Association of Securities Dealers,  Inc. Automated Quotation
          System  or any  system  then in  use,  or if no  such  quotations  are
          available,  the Fair Market Value 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  determined by the Board of Directors in
          good  faith  for the date on which  such  Fair  Market  Value is being
          determined.

     (2)  Exception  to 80% Vote  Requirement.  The  eighty  percent  (80%) vote
required by this Article  TWELTH for approval of certain  Business  Combinations
shall not be applicable to a Business Combination, and such Business Combination
shall  require  only such  affirmative  vote as is required by law and any other
provision of this Restated Certificate of Incorporation, if:

          (a) Such Business  Combination  shall have been approved by a majority
     of the Continuing Directors, or


                                  Page 24
<PAGE>


          (b) All of the following  conditions  shall have been met with respect
     to such Business Combination:

               /i/ The aggregate  amount of 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
          Common Stock in such Business  Combination  shall be at least equal to
          the  highest of the  following,  adjusted to reflect  subdivisions  of
          stock and stock splits:

               A. The highest per share price (including brokerage  commissions,
               transfer  taxes  and  soliciting   dealer's  fees)  paid  by  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;

               B. The Fair  Market  Value per  share of Common  Stock (1) on the
               Announcement  Date,  or (2) on the date on which  the  Interested
               Stockholder became an Interested  Stockholder (the "Determination
               Date"), whichever is higher; and

               C. The Fair  Market  Value per share of Common  Stock  determined
               pursuant  to  the   immediately   preceding   subparagraph   (B),
               multiplied  by the  ratio  of (1) the  highest  per  share  price
               (including   any  brokerage   commissions,   transfer  taxes  and
               soliciting dealer's fees) paid by the Interested  Stockholder for
               any shares of Common  Stock  acquired  by it within the  two-year
               period immediately prior to the Announcement Date, to the (2) the
               Fair Market  Value per share of Common  Stock on the first day in
               such  two-year  period  upon  which  the  Interested  Stockholder
               acquired any shares of Common Stock.

               /ii/ The  consideration to be received by holders of a particular
          class of outstanding Voting 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.


                                  Page 25
<PAGE>


               /iii/ After such Interested  Stockholder has become an Interested
          Stockholder   and  prior  to  the   consummation   of  such   Business
          Combination:  (a) 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  or split of the  Common  Stock),  except as
          approved  by a  majority  of  the  Continuing  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 similar transaction which has the
          effect of  reducing  the  number of  outstanding  shares of the Common
          Stock,  unless the failure to so increase such annual rate is approved
          by a majority of the  Continuing  directors;  and (b) such  Interested
          Stockholder  shall  not  have  become  the  Beneficial  Owner  of  any
          additional  shares of Voting Stock  except as part of the  transaction
          which results in such  Interested  Stockholder  becoming an Interested
          Stockholder,  and except as  necessary to reflect any  subdivision  or
          split of the Common Stock.

               /iv/ 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 a Business Combination or otherwise.

               /v/ 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 or Rules)
          shall be mailed to  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 Determinations. The Board of Directors of the Corporation shall
have the power and duty to determine for the purposes of this Article TWELTH, on
the basis of information known to them after reasonable  inquiry,  (i) whether a
person is an Interested  Stockholder,  (ii) the number of shares of Voting Stock
beneficially  owned by any person,  (iii)  whether a person is an  Affiliate  or
Associate  of another,  and (iv) whether the assets which are the subject of any
Business  Combination have, or the consideration to be received for the issuance
or transfer of securities by the  Corporation  or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more.

     (4) Fiduciary Obligations of Interested Stockholders.  Nothing contained in
this Article  TWELTH shall be  construed to relieve any  Interested  Stockholder
from any fiduciary obligation imposed by law.


                                  Page 26
<PAGE>


     (5)  Amendment  and Repeal.  Notwithstanding  any other  provisions of this
Restated  Certificate of  Incorporation  or the By-Laws of the Corporation  (and
notwithstanding  the fact that a lesser percentage may be specified by law, this
Restated  Certificate of Incorporation or the By-Laws of the  Corporation),  the
affirmative  vote of eighty  percent  (80%) or more of the  voting  power of the
outstanding  shares of the Voting Stock of the Corporation  shall be required to
amend,  modify or repeal,  or to adopt any provisions  inconsistent  with,  this
Article TWELTH of this Restated Certificate of Incorporation;  provided however,
that this Article TWELTH may be amended,  modified or repealed, and any such new
provision  may be added,  upon the  affirmative  vote of the holders of not less
than a  majority  of the total  voting  power of all  outstanding  shares of the
Voting Stock of the  Corporation,  if such  amendment,  modification,  repeal or
addition shall first have been approved and recommended by a resolution  adopted
by a majority vote of the Continuing Directors.

     THIRTEENTH:   Notwithstanding   any  other   provision  of  this   Restated
Certificate of Incorporation, no director of the Corporation may be removed from
office as a director by a vote of the  stockholders or by the Board of Directors
prior to the expiration of such director's term of office except for cause,  nor
may the entire Board of Directors of the Corporation be removed by a vote of the
stockholders  except  for cause.  Cause  shall  mean (i)  conviction  of a crime
involving moral turpitude,  (ii) administrative  agency determination of conduct
involving moral turpitude,  or (iii) with respect to removal by the directors, a
determination,  in good  faith,  by a  majority  of the  quorum  of the Board of
Directors after a hearing before a quorum of the Board of Directors,  of conduct
involving   moral  turpitude   materially   adverse  to  the  interests  of  the
Corporation;   and  with  respect  to  removal  by  the  stockholders,   such  a
determination  by a majority  of a quorum of the  stockholders  eligible to vote
after a hearing before a quorum of the stockholders.

     FOURTEENTH:  The Corporation reserves the right to amend, alter, suspend or
repeal any provision  contained in this Restated  Certificate  of  Incorporation
from time to time in the manner now or hereafter prescribed by Delaware law, and
all rights conferred upon the directors,  officers and  stockholders  herein are
granted subject to this reservation. Notwithstanding any other provision of this
Restated Certificate of Incorporation or the By-Laws of this Corporation (and in
addition  to any  other  vote  that  may  be  required  by  law,  this  Restated
Certificate  of  Incorporation  or  the  By-Laws  of  this   Corporation),   the
affirmative vote of the holders of three-fourths  (3/4) of the outstanding stock
of the Corporation  entitled to vote in elections of directors shall be required
to amend,  alter,  suspend or repeal  Article  TENTH,  ELEVENTH,  THIRTEENTH  or
FOURTEENTH of this Restated Certificate of Incorporation.

     In  witness  whereof,  we have  signed  this  certificate  and  caused  the
corporate seal of the  corporation to be hereunto  affixed this 26th day of May,
1998.


                                         /S/ Thomas R. Saldin
                                        ----------------------------------------
                                        THOMAS R. SALDIN
                                        Executive Vice President, Administration
                                        and General Counsel



Attest:

/S/ Kaye L. O'Riordan
--------------------------------
KAYE L. O'RIORDAN
Vice President and Corporate Secretary




                                  Page 27
<PAGE>


State of Idaho             )
                           )  ss.
County of Ada              )

     Be it remembered that on this 26th day of May, 1998, personally came before
me the  undersigned  notary  public in and for the county  and state  aforesaid,
THOMAS R. SALDIN, party to the foregoing certificate,  known to me personally to
be such, and duly  acknowledged the said certificate to be his act and deed, and
that the facts therein stated are true.

     Given under my hand and seal of office the day and year aforesaid.


                                          /S/ DeLayne Deck
                                         --------------------------------------
                                         Notary Public for the State of Idaho
                                         Residing at Boise, Idaho
                                         My commission expires: 08/23/02



                                  Page 28
<PAGE>



                     CERTIFICATE OF DESIGNATION, PREFERENCES
                          AND RIGHTS OF SERIES A JUNIOR
                          PARTICIPATING PREFERRED STOCK
                                       OF
                                ALBERTSON'S INC.


             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


     We,  Gary G.  Michael,  Chairman  of the  Board,  and  Kaye  L.  O'Riordan,
Secretary, of Albertson's,  Inc., a corporation organized and existing under the
General  Corporation  Law of the  State  of  Delaware,  in  accordance  with the
provisions of Section 103 thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Amended and Restated  Certificate of Incorporation of the said Corporation,  the
said Board of  Directors on December 2, 1996  adopted the  following  resolution
creating a series of 3,000,000  shares of Preferred Stock designated as Series A
Junior Participating Preferred Stock:

     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of this  Corporation  in accordance  with the  provisions of its  Certificate of
Incorporation,  a series of Preferred  Stock of the Corporation be and it hereby
is created,  and that the  designation and amount thereof and the voting powers,
preferences  and relative,  participating,  optional and other special rights of
the shares of such series, and the  qualifications,  limitations or restrictions
thereof are as follows:

     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated as "Series A Junior Participating  Preferred Stock" and the number of
shares constituting such series shall be 3,000,000.

     Section 2. Dividends and Distributions.





                                    Page 29
<PAGE>


     (A) Subject to the prior and  superior  rights of the holders of any shares
of any series of  Preferred  Stock  ranking  prior and superior to the shares of
Series A Junior  Participating  Preferred  Stock with respect to dividends,  the
holders  of shares of Series A Junior  Participating  Preferred  Stock  shall be
entitled to receive,  when,  as and if declared by the Board of Directors out of
funds legally available for the purpose,  quarterly dividends payable in cash on
the fifteenth day of March, June, September and December in each year (each such
date  being  referred  to  herein  as  a  "Quarterly  Dividend  Payment  Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or  fraction  of a share of Series A Junior  Participating  Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $25.00 and (b) subject to the provision for  adjustment  hereinafter  set
forth,  100 times the aggregate per share amount of all cash dividends,  and 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
or other  distributions  other than a dividend payable in shares of Common Stock
or a subdivision of the outstanding shares of Common Stock (by  reclassification
or otherwise),  declared on the Common Stock,  par value $1.00 per share, of the
Corporation  (the "Common  Stock")  since the  immediately  preceding  Quarterly
Dividend Payment Date, or, with respect to the first Quarterly  Dividend Payment
Date,  since the first  issuance of any share or fraction of a share of Series A
Junior Participating  Preferred Stock. In the event the Corporation shall at any
time after  December  2, 1996 (the  "Rights  Declaration  Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock,  (ii)  subdivide the
outstanding  Common Stock, or (iii) combine the outstanding  Common Stock into a
smaller number of shares,  then in each such case the amount to which holders of
shares  of  Series  A  Junior   Participating   Preferred  Stock  were  entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by  multiplying  such amount by a fraction the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B) The Corporation  shall declare a dividend or distribution on the Series
A Junior  Participating  Preferred  Stock as  provided  in  Paragraph  (A) above
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or  distribution  shall have been declared on the Common Stock
during the period  between  any  Quarterly  Dividend  Payment  Date and the next
subsequent  Quarterly  Dividend  Payment Date, a dividend of $25.00 per share on
the Series A Junior Participating  Preferred Stock shall nevertheless be payable
on such subsequent Quarterly Dividend Payment Date.



                                    Page 30

<PAGE>


     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Junior  Participating  Preferred  Stock from the Quarterly  Dividend
Payment Date next  preceding the date of issue of such shares of Series A Junior
Participating  Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly  Dividend Payment Date, in which case
dividends  on such  shares  shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the  determination of holders of shares of Series
A Junior Participating  Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly  Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Junior Participating Preferred Stock in an amount
less than the total amount of such  dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the  determination  of  holders  of  shares  of  Series A  Junior  Participating
Preferred  Stock  entitled  to receive  payment of a  dividend  or  distribution
declared  thereon,  which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

     Section  3.  Voting  Rights.  The  holders  of  shares  of  Series A Junior
Participating Preferred Stock shall have the following voting rights:

     (A) Each  share of  Series A Junior  Participating  Preferred  Stock  shall
entitle the holder thereof to one vote on all matters submitted to a vote of the
stockholders of the Corporation.



                                    Page 31
<PAGE>


     (B) Except as otherwise provided herein or by law, the holders of shares of
Series A Junior  Participating  Preferred  Stock  and the  holders  of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.

          (C)(i) If at any time  dividends on any Series A Junior  Participating
     Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
     dividends  thereon,  the  occurrence  of such  contingency  shall  mark the
     beginning of a period (herein called a "default period") which shall extend
     until such time when all  accrued  and unpaid  dividends  for all  previous
     quarterly dividend periods and for the current quarterly dividend period on
     all  shares  of  Series  A  Junior   Participating   Preferred  Stock  then
     outstanding  shall have been  declared  and paid or set apart for  payment.
     During each  default  period,  all holders of  Preferred  Stock  (including
     holders  of  the  Series  A  Junior  Participating  Preferred  Stock)  with
     dividends  in  arrears  in an  amount  equal  to or  greater  than  six (6)
     quarterly  dividends  thereon,  voting as a class,  irrespective of series,
     shall have the right to elect two (2) Directors.

          (ii) During any default  period,  such voting  right of the holders of
     Series A Junior Participating Preferred Stock may be exercised initially at
     a special  meeting called  pursuant to  subparagraph  (iii) of this Section
     3(C) or at any annual  meeting of  stockholders,  and  thereafter at annual
     meetings of  stockholders,  provided  that such  voting  right shall not be
     exercised  unless the holders of ten  percent  (10%) in number of shares of
     Preferred  Stock  outstanding  shall be present in person or by proxy.  The
     absence  of a quorum of the  holders of Common  Stock  shall not affect the
     exercise by the holders of  Preferred  Stock of such voting  right.  At any
     meeting at which the holders of Preferred  Stock shall exercise such voting
     right  initially  during an existing  default  period,  they shall have the
     right,  voting as a class, to elect  Directors to fill such  vacancies,  if
     any, in the Board of  Directors  as may then exist up to two (2)  Directors
     or,  if such  right is  exercised  at an annual  meeting,  to elect two (2)
     Directors.  If the number  which may be so elected at any  special  meeting
     does not amount to the required number,  the holders of the Preferred Stock
     shall have the right to make such  increase in the number of  Directors  as
     shall be necessary  to permit the election by them of the required  number.
     After the holders of the Preferred  Stock shall have exercised  their right
     to elect Directors in any default period and during the continuance of such
     period,  the number of Directors shall not be increased or decreased except
     by vote of the holders of Preferred Stock as herein provided or pursuant to
     the rights of any equity  securities  ranking  senior to or pari passu with
     the Series A Junior Participating Preferred Stock.



                                    Page 32

<PAGE>


          (iii) Unless the holders of Preferred Stock shall,  during an existing
     default period,  have previously  exercised their right to elect Directors,
     the Board of Directors may order, or any stockholder or stockholders owning
     in the  aggregate  not less than ten percent  (10%) of the total  number of
     shares of Preferred Stock outstanding, irrespective of series, may request,
     the calling of special  meeting of the holders of  Preferred  Stock,  which
     meeting  shall  thereupon be called by the  President,  an  Executive  Vice
     President or the Secretary of the  Corporation.  Notice of such meeting and
     of any annual  meeting at which holders of Preferred  Stock are entitled to
     vote pursuant to this  Paragraph  (C)(iii) shall be given to each holder of
     record of  Preferred  Stock by mailing a copy of such  notice to him at his
     last  address  as the same  appears on the books of the  Corporation.  Such
     meeting  shall be called for a time not earlier  than 20 days and not later
     than 60 days after  such  order or request or in default of the  calling of
     such meeting  within 60 days after such order or request,  such meeting may
     be called on similar notice by any  stockholder or  stockholders  owning in
     the aggregate not less than ten percent (10%) of the total number of shares
     of Preferred  Stock  outstanding.  Notwithstanding  the  provisions of this
     Paragraph  (C)(iii),  no such special  meeting  shall be called  during the
     period  within 60 days  immediately  preceding  the date fixed for the next
     annual meeting of the stockholders.

          (iv) In any default  period,  the holders of Common  Stock,  and other
     classes of stock of the  Corporation  if  applicable,  shall continue to be
     entitled  to elect  the whole  number of  Directors  until the  holders  of
     Preferred Stock shall have exercised their right to elect two (2) Directors
     voting as a class,  after the exercise of which right (x) the  Directors so
     elected by the holders of  Preferred  Stock shall  continue in office until
     their  successors  shall  have been  elected  by such  holders or until the
     expiration  of the  default  period,  and (y) any  vacancy  in the Board of
     Directors  may (except as provided in Paragraph  (C)(ii) of this Section 3)
     be filled by vote of a  majority  of the  remaining  Directors  theretofore
     elected by the  holders of the class of stock which  elected  the  Director
     whose office shall have become vacant.  References in this Paragraph (C) to
     Directors  elected by the  holders  of a  particular  class of stock  shall
     include  Directors  elected by such Directors to fill vacancies as provided
     in clause (y) of the foregoing sentence.



                                    Page 33
<PAGE>


          (v) Immediately upon the expiration of a default period, (x) the right
     of the  holders  of  Preferred  Stock as a class to elect  Directors  shall
     cease,  (y) the term of any  Directors  elected by the holders of Preferred
     Stock as a class shall terminate,  and (z) the number of Directors shall be
     such number as may be provided for in the certificate of  incorporation  or
     by-laws  irrespective  of any increase made  pursuant to the  provisions of
     Paragraph (C)(ii) of this Section 3 (such number being subject, however, to
     change  thereafter in any manner  provided by law or in the  certificate of
     incorporation or by-laws). Any vacancies in the Board of Directors effected
     by the  provisions of clauses (y) and (z) in the preceding  sentence may be
     filled by a majority of the remaining Directors.

     (D) Except as set forth  herein,  holders of Series A Junior  Participating
Preferred  Stock shall have no special voting rights and their consent shall not
be  required  (except to the extent they are  entitled  to vote with  holders of
Common Stock as set forth herein) for taking any corporate action.

     Section 4. Certain Restrictions.

     (A)  Whenever  quarterly  dividends  or other  dividends  or  distributions
payable on the Series A Junior  Participating  Preferred  Stock as  provided  in
Section 2 are in arrears,  thereafter and until all accrued and unpaid dividends
and  distributions,  whether  or not  declared,  on  shares  of  Series A Junior
Participating  Preferred  Stock  outstanding  shall have been paid in full,  the
Corporation shall not

          (i) declare or pay dividends on, make any other  distributions  on, or
     redeem or purchase or  otherwise  acquire for  consideration  any shares of
     stock  ranking  junior  (either  as  to  dividends  or  upon   liquidation,
     dissolution or winding up) to the Series A Junior  Participating  Preferred
     Stock;

          (ii) declare or pay  dividends on or make any other  distributions  on
     any shares of stock  ranking on a parity  (either as to  dividends  or upon
     liquidation,   dissolution   or  winding  up)  with  the  Series  A  Junior
     Participating  Preferred Stock, except dividends paid ratably on the Series
     A Junior  Participating  Preferred Stock and all such parity stock on which
     dividends  are payable or in arrears in  proportion to the total amounts to
     which the holders of all such shares are then entitled;

          (iii) redeem or purchase or otherwise acquire for consideration shares
     of  any  stock  ranking  on a  parity  (either  as  to  dividends  or  upon
     liquidation,   dissolution   or  winding  up)  with  the  Series  A  Junior
     Participating  Preferred  Stock,  provided that the  Corporation may at any
     time redeem,  purchase or otherwise acquire shares of any such parity stock
     in  exchange  for  shares of any stock of the  Corporation  ranking  junior
     (either as to dividends or upon dissolution,  liquidation or winding up) to
     the Series A Junior Participating Preferred Stock; or


                                    Page 34

<PAGE>


          (iv)  purchase or otherwise  acquire for  consideration  any shares of
     Series A Junior  Participating  Preferred  Stock,  or any  shares  of stock
     ranking on a parity with the Series A Junior Participating Preferred Stock,
     except  in  accordance  with  a  purchase  offer  made  in  writing  or  by
     publication  (as  determined  by the Board of  Directors) to all holders of
     such shares upon such terms as the Board of Directors,  after consideration
     of the  respective  annual  dividend  rates and other  relative  rights and
     preferences of the respective  series and classes,  shall determine in good
     faith will  result in fair and  equitable  treatment  among the  respective
     series or classes.

     (B) The  Corporation  shall not permit any subsidiary of the Corporation to
purchase  or  otherwise  acquire  for  consideration  any shares of stock of the
Corporation unless the Corporation could, under Paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

     Section 5. Reacquired Shares.  Any shares of Series A Junior  Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever  shall be  retired  and  cancelled  promptly  after  the  acquisition
thereof.  All such shares shall upon their  cancellation  become  authorized but
unissued  shares of Preferred  Stock and may be reissued as part of a new series
of Preferred  Stock to be created by resolution or  resolutions  of the Board of
Directors,  subject to the  conditions  and  restrictions  on issuance set forth
herein.


                                    Page 35
<PAGE>


     Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation
(voluntary  or  otherwise),  dissolution  or winding up of the  Corporation,  no
distribution  shall be made to the  holders  of shares of stock  ranking  junior
(either as to dividends or upon  liquidation,  dissolution or winding up) to the
Series A Junior Participating Preferred Stock unless, prior thereto, the holders
of shares of Series A Junior  Participating  Preferred Stock shall have received
$16,000.00 per share,  plus an amount equal to accrued and unpaid  dividends and
distributions thereon, whether or not declared, to the date of such payment (the
"Series A Liquidation  Preferred").  Following the payment of the full amount of
the Series A Liquidation Preferred, no additional distributions shall be made to
the holders of shares of Series A Junior  Participating  Preferred Stock unless,
prior  thereto,  the holders of shares of Common  Stock  shall have  received an
amount per share (the "Common  Adjustment")  equal to the  quotient  obtained by
dividing (i) the Series A  Liquidation  Preferred by (ii) 100 (as  appropriately
adjusted as set forth in subparagraph  (C) below to reflect such events as stock
splits, stock dividends and recapitalizations  with respect to the Common Stock)
(such number in clause (ii), the "Adjustment Number").  Following the payment of
the full amount of the Series A Liquidation  Preferred and the Common Adjustment
in respect of all outstanding shares of Series A Junior Participating  Preferred
Stock and Common Stock,  respectively,  holders of Series A Junior Participating
Preferred  Stock and  holders  of shares of Common  Stock  shall  receive  their
ratable and proportionate share of the remaining assets to be distributed in the
ratio of the  Adjustment  Number to 1 with respect to such  Preferred  Stock and
Common Stock, on a per share basis, respectively.

     (B) In the event,  however,  that there are not sufficient assets available
to  permit  payment  in full  of the  Series  A  Liquidation  Preferred  and the
liquidation  preferences of all other series of preferred  stock,  if any, which
rank on a parity with the Series A Junior  Participating  Preferred Stock,  then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.  In the event,
however,  that there are not  sufficient  assets  available to permit payment in
full of the Common  Adjustment,  then such remaining assets shall be distributed
ratably to the holders of Common Stock.


                                    Page 36
<PAGE>


     (C) In the  event  the  Corporation  shall at any  time  after  the  Rights
Declaration  Date (i) declare any dividend on Common Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the  Adjustment  Number  in  effect  immediately  prior to such  event  shall be
adjusted by multiplying  such  Adjustment  Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     Section 7. Consolidation,  Merger, etc. In case the Corporation shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or any other property, then in any such case the shares of
Series  A  Junior  Participating  Preferred  Stock  shall  at the  same  time be
similarly  exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be,  into  which or for which  each  share of  Common  Stock is  changed  or
exchanged.  In the  event the  Corporation  shall at any time  after the  Rights
Declaration  Date (i) declare any dividend on Common Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the  preceding  sentence with respect to the exchange or
change  of  shares of Series A Junior  Participating  Preferred  Stock  shall be
adjusted by multiplying  such amount by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

     Section  8. No  Redemption.  No  shares  of  Series A Junior  Participating
Preferred  Stock shall be redeemable  without the express  consent of the record
holder thereof.

     Section 9. Ranking. The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the  Corporation's  Preferred Stock as to the
payment of dividends and the  distribution  of assets,  unless the terms of such
series shall provide otherwise.



                                    Page 37
<PAGE>


     Section  10.  Amendment.  At any time  when any  shares  of Series A Junior
Participating Preferred Stock are outstanding,  neither the Amended and Restated
Certificate  of  Incorporation  of  the  Corporation  nor  this  Certificate  of
Designation  shall be amended  in any manner  which  would  materially  alter or
change  the  powers,  preferences  or  special  rights  of the  Series  A Junior
Participating  Preferred  Stock  so as to  affect  them  adversely  without  the
affirmative vote of the holders of a majority or more of the outstanding  shares
of Series A Junior Participating Preferred Stock, voting separately as a class.

     Section 11.  Fractional  Shares.  Series A Junior  Participating  Preferred
Stock may be issued in fractions of a share which shall  entitle the holder,  in
proportion  to such  holder's  fractional  shares,  to exercise  voting  rights,
receive  dividends,  participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.


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<PAGE>


     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the  foregoing  as true under the  penalties  of perjury  this 9th day of
December, 1996.


                                                 /S/ Gary G. Michael
                                                --------------------------------
                                                Gary G. Michael
                                                Chairman of the Board and   
                                                Chief Executive Officer



Attest:



/S/ Kaye L. O'Riordan
---------------------------
Kaye L. O'Riordan
Secretary





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