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                                                                     Exhibit 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                              COLUMBIA ENERGY GROUP

                       AS AMENDED THROUGH DECEMBER 3, 2001

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                                    RESTATED

                           CERTIFICATE OF INCORPORADON

                                       OF

                              COLUMBIA ENERGY GROUP

         The Columbia Gas System, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows: The name
of the corporation is The Columbia Gas System, Inc. The Columbia Gas System,
Inc. was originally incorporated under the name Columbia Gas & Electric
Corporation and the original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on September 30,
1926. This Restated Certificate of Incorporation was duly adopted pursuant to
Sections 103, 242 and 245 of the General Corporation Law of the State of
Delaware. Upon filing with the Secretary of State, in accordance with Section
103, this Restated Certificate of Incorporation amends and restates and shall
henceforth supersede the original Certificate of Incorporation and shall, as it
may thereafter be amended in accordance with its terms and applicable law, be
the Certificate of Incorporation of the Corporation. The text of the Certificate
of Incorporation as heretofore amended or supplemented is hereby amended and
restated to read in its entirety as follows:

                                    ARTICLE I
                                      NAME

         The name of this Corporation is COLUMBIA ENERGY GROUP.

                                   ARTICLE II
                                REGISTERED OFFICE

         The registered office of the Corporation in the State of Delaware is
located at The Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent is The
Corporation Trust Company, and the address of said registered agent is
Corporation Trust Center, 1209 Orange Street, in said city.

                                   ARTICLE III
                              STATEMENT OF PURPOSE

         The nature of the business to be conducted and the purposes of the
Corporation are to engage in any lawful act or activity for which corporations
may be organized under the Delaware General Corporation Law, as amended.

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                                   ARTICLE IV
                            CLASSES OF CAPITAL STOCK

         The total number of shares of stock which the Corporation shall have
authority to issue is Three Thousand (3,000) shares of which all shall be shares
of common stock of $.01 par value per share ("Common Stock").

         To the extent required by Section 1123(a)(6) of the U.S. Bankruptcy
Code (11 U.S.C. Section 1123(a)(6) no nonvoting equity securities of the
Corporation shall be issued. This provision shall have no further force and
effect beyond that required by Section 1123(a)(6) and is applicable only for so
long as such Section is in effect and applicable to the Corporation.

                                 A. COMMON STOCK

         1. Subject to the powers, preferences and other special rights afforded
Preferred Stock by the provisions of this Article IV or resolutions adopted
pursuant hereto, the holders of the Common Stock shall be entitled to receive to
the extent permitted by Delaware law, such dividends as may from time to time be
declared by the Board of Directors.

         2. Except as otherwise required by Delaware law and as otherwise
provided in this Article IV and resolutions adopted pursuant hereto with respect
to Preferred Stock, and subject to the provisions of the Bylaws of the
Corporation, as from time to time amended, with respect to the closing of the
transfer books and the fixing of a record date for the determination of
stockholders entitled to vote, the holders of the Common Stock shall exclusively
possess voting power for the election of directors and for all other purposes,
and the holders of the Preferred Stock shall have no voting power and shall not
be entitled to any notice of any meeting of stockholders.

         3. At all elections of directors by stockholders of the Corporation,
each holder of Common Stock, and each holder of Preferred Stock, if entitled to
vote at such election, shall be entitled to as many votes as shall equal the
number of his shares of Common Stock or Preferred Stock, as the case may be,
multiplied by the number of directors for whom he as such holder shall then be
entitled to vote, and he may cast all of such votes for one of such directors or
may distribute them among any two or more of them as he may see fit.

         4. Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at an annual or special meeting of stockholders
of the Corporation and may not be effected by any consent in writing by such
stockholders. Except as otherwise required by law and subject to the rights of
the holders of any class or any series of Preferred Stock, special meetings of
stockholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board for
adoption).

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         5. 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 Preferred Stock, as set forth in the resolutions
adopted with respect to Such series under this Article IV, holders of Common
Stock shall be entitled to receive all of the remaining assets of the
Corporation of whatever kind available for distribution to the stockholders
ratably and in proportion to the number -of shares of Common Stock held by them
respectively. The Board of Directors may distribute in kind to the holders of
Common Stock such remaining assets of the Corporation or may sell, transfer, or
otherwise dispose of all or any part of such remaining assets to any other
corporation, trust or other entity and receive payment therefor in cash, stock
or obligations of such other corporation, trust or other entity, or a
combination thereof, and may set all or make any part of the consideration so
received and distributed or any balance thereof in kind to holders of Common
Stock. The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or any purchase or
redemption of shares of stock of the Corporation of any class, shall not be
deemed to be a dissolution, liquidation, or winding-up of the Corporation for
the purposes of this Article IV.

                               B. PREFERRED STOCK

         The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the classes of stock of
the Corporation which are fixed by the Certificate of Incorporation, and the
express grant of authority to the Board of Directors of the Corporation to fix
by resolution or resolutions the designations and the powers, preferences and
rights, and the qualifications, limitations or restrictions thereof, of the
shares of Preferred Stock, which are not fixed by the Certificate of
Incorporation, are as follows:

         1. The Preferred Stock may be issued from time to time in any amount,
not exceeding in the aggregate the total number of shares of Preferred Stock
hereinabove authorized, as Preferred Stock of one or more series, as hereinafter
provided. All shares of anyone series of Preferred Stock shall be alike in every
particular, each series thereof shall be distinctively designated by letter or
descriptive words, and all series of Preferred Stock shall rank equally and be
identical in all respects except as permitted by the provisions of Subsection
B.2 of this Article IV.

         2. Authority is hereby expressly granted to and vested in the Board of
Directors from time to time to issue the Preferred Stock as Preferred Stock of
any series and in connection with the creation of each such series to fix, by
the resolution or resolutions providing for the issue of shares thereof, the
voting powers, designations, preferences and relative, participating, optional
or other special rights, and the qualifications, limitations or restrictions
thereof, if any, of such series, to the full extent now or hereafter permitted
by the laws of the State of Delaware. Pursuant to the foregoing general
authority vested in the Board of Directors, but not in limitation of the powers
conferred on the Board of Directors thereby and by the laws of the State of
Delaware, the Board of Directors is expressly authorized to detemline with
respect to each series of Preferred Stock:

                  (a)      the designation of such series and number of shares
                           constituting such series;

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                  (b)      the dividend rate or amount of such series, the
                           payment dates for dividends on shares of such series,
                           the status of such dividends as cumulative or
                           non-cumulative, the date from which dividends on
                           shares of such series, if cumulative, shall be
                           cumulative, and the status of such as participating
                           or non-participating after the payment of dividends
                           as to which such shares are entitled to any
                           preference;

                  (c)      the price or prices (which amount may vary under
                           different conditions or at different dates) at which,
                           and the times, terms and conditions on which, the
                           shares of such series may be redeemed at the option
                           of the Corporation;

                  (d)      whether or not the shares of such series shall be
                           made optionally or mandatorily convertible into, or
                           exchangeable for, shares of any other class or
                           classes or of any other series of the same or any
                           other class or classes of stock of the Corporation or
                           other securities and, if made so convertible or
                           exchangeable, the conversion price or prices, or the
                           rates of exchange, and the adjustments thereof, if
                           any, at which such conversion or exchange may be made
                           and any other terms and conditions of such conversion
                           or exchange;

                  (e)      whether or not the shares of such series shall be
                           entitled to the benefit of a retirement or sinking
                           fund to be applied to the purchase or redemption of
                           shares of -such series, and if so entitled, the
                           amount of such fund and the manner of its
                           application, including the price or prices at which
                           shares of such series may be redeemed or purchased
                           through the application of such fund;

                  (f)      whether or not the issue of any additional shares of
                           such series or any future series in addition to such
                           series or of any shares of any other class of stock
                           of the Corporation shall be subject to restrictions
                           and, if so, the nature thereof,

                  (g)      the rights and preferences, if any, of the holders of
                           such series of Preferred Stock upon the voluntary or
                           involuntary liquidation, dissolution or winding-up of
                           the Corporation, and the status of the shares of such
                           series as participating or non- participating after
                           the satisfaction of any such rights and preferences;

                  (h)      the full or limited voting rights, if any, to be
                           provided for shares of such series, in addition to
                           the voting rights provided by law; and

                  (i)      any other relative powers, preferences and
                           participating, optional or other special rights and
                           the qualifications, limitations or restrictions
                           thereof, of shares of such series.

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                  in each case, so far as not inconsistent with the provisions
                  of this Certificate of Incorporation or the Delaware General
                  Corporation Law then in effect.

                                    ARTICLE V
                               BOARD OF DIRECTORS

                      A. ELECTION AND REMOVAL OF DIRECTORS

         1. The Board of Directors shall consist of not less than thirteen (13)
or more than eighteen (18) persons, the exact number to be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption), provided; however, this
provision shall not act to limit Board size in the event a class or classes of
Preferred Stock are entitled to elect directors to the exclusion of holders of
Common Stock. The directors shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, as may be provided in the manner specified in the Bylaws, Class I
Directors to hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1997, Class n Directors to hold office initially for
a term expiring at the annual meeting of stockholders to be held in 1998, and
Class ill Directors to hold office initially for a term expiring at the annual
meeting of stockholders to be held in 1999, with the members of each class to
hold office until their successors are duly elected and qualified. At each
annual meeting of the stockholders of the Corporation, the successors to the
class of directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year following the year of their election.

         2. Notwithstanding the foregoing and except as otherwise provided by
law, whenever the holders of any series of the Preferred Stock shall have the
right (to the exclusion of holders of Common Stock) to elect directors of the
Corporation pursuant to the provisions of Article IV and any resolution adopted
pursuant thereto, the election of such directors of the Corporation shall be
governed by the terms and provisions of said resolutions and such directors so
elected shall not be divided into classes pursuant to this Subsection A2 of
Article V and shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the first year following their election or, if
such right of the holders of the Preferred Stock is terminated, for a term
expiring in accordance with the provisions of such resolutions.

         3. Newly-created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, even though less than a quorum of the Board of Directors, acting
at a regular or special meeting. If any applicable provision of the Delaware
General Corporation Law or any resolution adopted pursuant to Article IV
expressly confers power on stockholders to fill such a directorship at a special
meeting of stockholders, such a directorship may be "filled at such a meeting
only by the affirmative vote of at least 80 percent of the combined voting
powers of the outstanding shares of stock of the Corporation entitled to vote
generally; provided, however, that when (a) pursuant to the provisions of
Article IV or any resolutions adopted

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pursuant thereto. the holders of any series of Preferred Stock have the right
(to the exclusion of holders of the Common Stock), and have exercised such
right, to elect directors and (b) Delaware General Corporation Law or any such
resolution expressly confers on stockholders voting rights as aforesaid, if the
directorship to be filled had been occupied by a director elected by the holders
of Common Stock, then such directorship shall be filled by an 80 percent vote as
aforesaid, but if such directorship to be filled had been elected by holders of
Preferred Stock, then such directorship shall be filled in accordance with the
applicable resolutions adopted under Article N. Any director elected in
accordance with the two preceding sentences shall hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified unless such director was elected by holders of
Preferred Stock (acting to the exclusion of the holders of Common Stock), in
which case such director's term shall expire in accordance with the applicable
resolutions adopted, pursuant to Article N. No decrease in the number of
authorized directors constituting the entire Board of Directors shall shorten
the term of any incumbent director, except, as otherwise provided in the
applicable resolutions adopted pursuant to Article N, with respect to
directorships created pursuant to one or more series of Preferred Stock.

         4. Subject to the rights of the holders of any class or series of
Preferred Stock to elect directors under specified circumstances, any director
or directors may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least 80 percent of the combined
voting power of all of the then-outstanding shares of stock of the Corporation
entitled to vote generally, voting together as a single class (it being
understood that for all purposes of this Article V, each share of Preferred
Stock shall have the number of votes, if any, granted to it pursuant to this
Certificate of Incorporation or any designation of terms of any class or series
of Preferred Stock made pursuant to this Certificate of Incorporation).

         5. Notwithstanding .any other provision of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the stock of the Corporation required by law, this
Certificate of Incorporation or any Preferred Stock certificate of designation,
the affirmative vote of at least 80 percent of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such alteration, amendment or repeal is presented
to the Board for adoption), shall be required to alter, amend or repeal this
Article V, or any provision hereof.

                   B. LIABILITY, INDEMNIFICATION AND INSURANCE

         1. Limitation on Liability. To the fullest extent that the Delaware
General Corporation Law as it exists on the date hereof or as it may hereafter
be amended permits the limitation or elimination of the personal liability of
directors, no director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. No amendment to or repeal of this Section B.1 shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

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         2. Right to Indemnification. The Corporation shall to the fullest
extent permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
without limitation, any action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor) (a "Proceeding") by reason of
the fact that such person is or was a director, officer, employee or agent of
the Corporation or of the Columbia Gas System Service 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 (including, without limitation, any employee benefit plan) against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such Proceeding. Such indemnification shall be a contract right and shall
include the right to receive payment of any expenses incurred by the Indemnitee
in connection with such Proceeding in advance of its final disposition,
consistent with the provisions of applicable law as then in effect.

         3. Insurance, Contracts and Funding. The Corporation may purchase and
maintain insurance to protect itself and any Indemnitee against any expenses,
judgments, fines and amounts paid in settlement as specified in Subsection B.2
of this Section B or incurred by any Indemnitee in connection with any
Proceeding referred to in Subsection B.l of this Section B, to the fullest
extent permitted by applicable law as then in effect. The Corporation may enter
into contracts with any director, officer, employee or agent of the Corporation
in furtherance of the provisions of this Section B and may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Section B.

         4. Indemnification: No Exclusive Right. The right of indemnification
provided in this Section B shall not be exclusive of any other rights to which
those seeking indemnification may otherwise be entitled, and the provisions of
this Section B shall inure to the benefit of the heirs and legal representatives
of any person entitled to indemnity under this Section B and shall be applicable
to Proceedings commenced or continuing after the adoption of this Section B.
whether arising from acts or omissions occurring before or after such adoption.

         5. Remedies. In furtherance, but not in limitation of the foregoing
provisions, the following procedures, presumptions and remedies shall apply with
respect to advancement of expenses and the right to indemnification under this
Section B:

                  (a) Advancement of Expenses. All reasonable expenses incurred
         by or on behalf of the Indemnitee in connection with any Proceeding
         shall be advanced to the Indemnitee by the Corporation within twenty
         (20) days after the receipt by the Corporation of a statement or
         statements from the Indemnitee requesting such advance or advances from
         time to time, whether prior to or after final disposition of such
         Proceeding. Such statement or statements shall reasonably evidence the
         expenses incurred by the Indemnitee and, if required by law at the time
         of such advance, shall include or be accompanied by an undertaking by
         or on behalf of the Indemnitee to repay the amounts advanced if it
         should ultimately be determined that the Indemnitee is not entitled to
         be

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         indemnified against such expenses pursuant to this Section B

                  (b) Procedure for Determination of Entitlement to
         Indemnification.

                           (i) To obtain indemnification under this Section B,
                  an Indemnitee shall submit to the Secretary of the Corporation
                  a written request, including such documentation and
                  information as is reasonably available to the Indemnitee and
                  reasonably necessary to determine whether and to what extent
                  the Indemnitee is entitled to indemnification (the "Supporting
                  Documentation"). The determination of the Indemnitee's
                  entitlement to indemnification shall be made not later than
                  sixty (60) days after receipt by the Corporation of the
                  written request for indemnification together with the
                  Supporting Documentation. The Secretary of the Corporation
                  shall, promptly upon receipt of such a request for
                  indemnification, advise the Board of Directors in writing that
                  the Indemnitee has requested indemnification.

                           (ii) The Indemnitee's entitlement to indemnification
                  under this Section B shall be determined in one of the
                  following ways: (A) by a majority vote of the Disinterested
                  Directors (as hereinafter defined), even if they constitute
                  less than a quorum of the Board; (B) by a written opinion of
                  Independent Counsel (as hereinafter defined) if(x) a Change of
                  Control (as hereinafter defined) shall have occurred and the
                  Indemnitee so requests or (y) if there are no Disinterested
                  Directors or a majority of such Disinterested Directors so
                  directs; (C) by the stockholders of the Corporation (but only
                  if a majority of the Disinterested Directors presents the
                  issue of entitlement to indemnification to the stockholders
                  for their determination); or (D) as provided in Section
                  B.5(c).

                           (iii) In the event the determination of entitlement
                  to indemnification is to be made by Independent Counsel
                  pursuant to Section B.5(b)(Ii), a majority of the
                  Disinterested Directors shall select the Independent Counsel
                  (except that if there are no Disinterested Directors, the
                  Corporation's Chief Legal Officer shall select the Independent
                  Counsel), but only an Independent Counsel to which the
                  Indemnitee does not reasonably object; provided; however, that
                  if a Change of Control shall have occurred, the Indemnitee
                  shall select such Independent Counsel but only an Independent
                  Counsel to which the Board of Directors does not reasonably
                  object.

                           (iv) The only basis upon which a finding of no
                  entitlement to indemnification may be made is that
                  indemnification is prohibited by law.

         (c) Presumptions and Effect of Certain Proceedings. Except as otherwise
expressly provided in this Section B, if a Change of Control shall have
occurred, the Indemnitee shall be presumed to be entitled to indemnification
under this -Section B upon submission of a request for indemnification together
with the Supporting Documentation in accordance with Section B.5(b )(i), and
thereafter the Corporation shall have the burden of proof to overcome that
presumption in reaching a contrary determination. In any event, if the person or
persons empowered under Section B.5(b) to determine entitlement to
indemnification shall not have been

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appointed or shall not have made a determination within sixty (60) days after
receipt by the Corporation of the request therefor together with the Supporting
Documentation, the Indemnitee shall be deemed to be entitled to indemnification
and the Indemnitee shall be entitled to such indemnification unless (A) the
Indemnitee misrepresented or failed to disclose a material fact in making the
request for indemnification or in the Supporting Documentation or (B) such
indemnification is prohibited by law. The termination of any Proceeding
described in Section B.2, or of any claim, issue or matter therein, by judgment,
order, settlement or conviction, or upon a plea of no lo contendere or its
equivalent, shall not, of itself, adversely affect the right of the Indemnitee
to indemnification or create a presumption that the Indemnitee did not act in
good faith and in a manner which the Indemnitee reasonably believed to be in or
not opposed to the best interests of the Corporation or, with respect to any
criminal Proceeding, that the Indemnitee had reasonable cause to believe that
the Indemnitee's conduct was unlawful.

         (d) Remedies of Indemnitee.

                  (i) In the event that a determination is made, pursuant to
         Section B.5(b) that the Indemnitee is not entitled to indemnification
         under this Section B, (A) the Indemnitee shall be entitled to seek an
         adjudication of his entitlement to such indemnification either, at the
         Indemnitee's sole option, in (x) an appropriate court of the State of
         Delaware or any other court of competent jurisdiction or (y) an
         arbitration to be conducted by a single arbitrator pursuant to the
         rules of the American Arbitration Association; (B) any such judicial
         Proceeding or arbitration shall be de novo and the Indemnitee shall not
         be prejudiced by reason of such adverse determination; and (C) in any
         such judicial Proceeding or arbitration the Corporation shall have the
         burden of proving that the Indemnitee is not entitled to
         indemnification under this Section B.

                  (ii) If a determination shall have been made or deemed to have
         been made, pursuant to Section B.5(b) or (c), that the Indemnitee is
         entitled to indemnification, the Corporation shall be obligated to pay
         the amounts constituting such indemnification within five (5) days
         after such determination has been made or deemed to have been made and
         shall be conclusively bound by such determination unless (A) the
         Indemnitee misrepresented or failed to disclose a material fact in
         making the request for indemnification or in the Supporting
         Documentation or (B) such indemnification is prohibited by law. In the
         event that (x) advancement of expenses is not timely made pursuant to
         Section B.5(a) or (y) payment of indemnification is not made within
         five (5) days after a determination of entitlement to indemnification
         has been made or deemed to have been made pursuant to Section B.5(b) or
         ( c), the Indemnitee shall be entitled to seek judicial enforcement of
         the Corporation's obligation to pay to the Indemnitee such advancement
         of expenses or indemnification. Notwithstanding the foregoing, the
         Corporation may bring an action, in an appropriate court in the State
         of Delaware or any other court of competent jurisdiction, contesting
         the right of the Indemnitee to receive indemnification hereunder due to
         the occurrence of an event described in subclause (A) or (B) of this
         clause (Ii) (a "Disqualifying Event"); provided, however, that in any
         such action the Corporation shall have the burden of proving the
         occurrence of such Disqualifying Event.

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                  (iii) The Corporation shall be precluded from asserting in any
         judicial Proceeding or arbitration commenced pursuant to this Section
         B.5(d) that the procedures and presumption$ of this Section B are not
         valid, binding and enforceable and shall stipulate in any such court or
         before any such arbitrator that the Corporation is bound by all the
         provisions of this Section B.

                  (iv) In the event that the Indemnitee, pursuant to this
         Section B.5(d), seeks judicial adjudication of or an award in
         arbitration to enforce his rights under, or to recover damages for
         breach of this Section B, the Indemnitee shall be entitled to recover
         from the Corporation, and shall be indemnified by the Corporation
         against, any expenses actually and reasonably incurred by the
         Indemnitee if the Indemnitee prevails in such judicial adjudication or
         arbitration. If it shall be determined in such judicial adjudication or
         arbitration that the Indemnitee is entitled to receive part but not all
         of the indemnification or advancement of expenses sought, the expenses
         incurred by the Indemnitee in connection with such judicial
         adjudication or arbitration shall be prorated accordingly.

         (e) Definitions. For purposes of this Section B.S:

                  (i) "Change in Control" means (A) so long as the Public
         Utility Holding Company Act of 1935 is in effect, any "company"
         becoming a "holding company" in respect to the Corporation or any
         determination by the Securities and Exchange Commission that any
         "person" should be subject to the obligations, duties, and liabilities
         if imposed by said Act by virtue of this, hers or its influence over
         the management or policies of the Corporation, or (B) whether or not
         said Act is in effect a change in control of the Corporation of a
         nature that would be required to be reported in response to Item 6(e)
         of Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934 (the" Act"), whether or not the Corporation is
         then subject to such reporting requirement; provided that, without
         limitation, such a change in control shall be deemed to have occurred
         if (i) any "person" (as such term is used in Sections 13(d) and 14(d)
         of the Act) is or becomes the "beneficial owner" (as defined in Rule
         13d-3 under the Act), directly or indirectly, of securities of the
         Corporation representing ten percent or more of the combined voting
         power of the Corporation's then outstanding securities without the
         prior approval of at least two-thirds of the members of the Board of
         Directors in office immediately prior to such acquisition; (ii) the
         Corporation is a party to a merger, consolidation, sale of assets or
         other reorganization, or a proxy contest, as a consequence of which
         members of the Board of Directors in office immediately prior to such
         transaction or event constitute less than a majority of the Board of
         Directors thereafter; or (iii) during any period of two consecutive
         years, individuals who at the beginning of such period constituted the
         Board of Directors (including for this purpose any new director whose
         election or nomination for election by the Corporation's stockholders
         was approved by a vote of at least two-thirds of the directors then
         still in office who were directors at the beginning of such period)
         cease for any reason to constitute at least a majority of the Board of
         Directors.

                  (ii) "Disinterested Director" means a director of the
         Corporation who is not or was not a party to the Proceeding in respect
         of which indemnification is sought by the Indemnitee.

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                  (iii) "Independent Counsel" means a law film or a member of a
         law firm that neither presently is, nor in the past five years has
         been, retained to represent: (A) the Corporation or the Indemnitee in
         any matter material to either such party or (B) any other party to the
         Proceeding giving rise to a claim for indemnification under this
         Section B. Notwithstanding the foregoing, the term "Independent
         Counsel" shall not include any person who, under the applicable
         standards of professional conduct then prevailing under the Delaware
         law, would have a conflict of interest in representing either the
         Corporation or the Indemnitee in an action to determine the
         Indemnitee's rights under this Section B.

         6. Severability. If any provision or provisions of this Section B shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (i)
the validity, legality and enforceability of the remaining provision of this
Section B (including, without limitation, all portions of any paragraph of this
Section B containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (Ii) to the fullest extent
possible, the provisions of this Section B (including, without limitation, all
portions of any paragraph of this Section B containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

         7. Successor Laws, Regulations and Agencies. Reference herein to laws,
regulations or agencies shall be deemed to include all amendments thereof,
substitutions therefor and successors thereto.

                                   ARTICLE VI
                    GENERAL POWERS OF THE BOARD OF DIRECTORS

                                    A. BYLAWS

         The Board of Directors shall have the power to make, alter, amend and
repeal the Bylaws of the Corporation in such form and with such terms as the
Board may determine, subject to the power granted to stockholders to alter or
repeal the Bylaws provided under Delaware law; provided; however, that,
notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote the
affirmative vote of at least 80 percent of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such alteration, amendment or repeal is presented
to the Board for adoption), shall be required to alter, amend or repeal any
provision of the Bylaws which is to the same effect as anyone or more sections
of this Article VI.

                              B. CHARTER AMENDMENTS

         Subject to the provisions hereof, the Corporation, through its Board of
Directors, reserves the right at any time, and from time to time, to amend,
alter, repeal or rescind any provision contained in this Restated Certificate of
Incorporation in the manner now or hereinafter

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<PAGE>

prescribed by law, and any other provisions authorized by Delaware law at the
time enforced may be added or inserted, in the manner now or hereinafter
prescribed by law; and any and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Restated Certificate of Incorporation in its
present form or as hereinafter amended are granted subject to the rights
reserved in this Article.

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