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                                                                     Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF
                               BAY NETWORKS, INC.

        Bay Networks, Inc. (hereinafter called the "Corporation"), a corporation
organized and existing under the laws of the State of Delaware, hereby certifies
that:

        1.      The name of the Corporation is Bay Networks, Inc. The
Corporation was originally incorporated under the name "Percom, Inc." by the
filing of a Certificate of Incorporation in the office of the Secretary of State
of the State of Delaware on May 2, 1986.

        2.      This Restated Certificate of Incorporation has been duly adopted
in accordance with Section 245 of the General Corporation Law of the State of
Delaware.

        3.      This Restated Certificate of Incorporation restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as heretofore amended or supplemented, and there is
no discrepancy between such provisions and the provisions of this Restated
Certificate of Incorporation.

        4.      The text of the Certificate of Incorporation of this Corporation
is hereby restated and integrated to read in its entirety as follows:

                FIRST: The name of the Corporation is

                               BAY NETWORKS, INC.

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

                THIRD: The nature of the business or purpose to be conducted or
        promoted by the Corporation is as follows:


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                To design, manufacture and sell data communications products of
        all types and to engage in any lawful act or activity for which
        corporations may be organized under the General Corporation Law of
        Delaware.

                FOURTH: The total number of shares of all classes of stock which
        the Corporation shall have authority to issue is (i) 300,000,000 shares
        of Common Stock, $.01 par value per share ("Common Stock"), and (ii)
        1,000,000 shares of Preferred Stock, $.001 par value per share
        ("Preferred Stock").

                The following is a statement of the designations and the powers,
        privileges and rights, and the qualifications, limitations or
        restrictions thereof in respect of each class of capital stock of the
        Corporation.

                A.      Common Stock.

                        1.      General. The voting, dividend and liquidation
        rights of the holders of the Common Stock are subject to and qualified
        by the rights of the holders of Preferred Stock of any series as may be
        designated by the Board of Directors upon any issuance of the Preferred
        Stock of any series.

                        2.      Voting. The holders of the Common Stock are
        entitled to one vote for each share held at all meetings of stockholders
        (and written actions in lieu of meetings). There shall be no cumulative
        voting. The number of authorized shares of Common Stock may be increased
        or decreased (but not below the number of shares thereof then
        outstanding) by the affirmative vote of the holders of a majority of the
        stock of the Corporation entitled to vote.

                        3.      Dividends. Dividends may be declared and paid on
        the Common Stock from funds lawfully available therefor as and when
        determined by the Board of Directors, subject to any preferential
        dividend rights of any then outstanding Preferred Stock.

                        4.      Liquidation. Upon the dissolution or liquidation
        of the Corporation, whether voluntary or involuntary, holders of Common
        Stock will be entitled to receive all assets of the Corporation
        available for distribution to its stockholders, subject to any rights of
        any then outstanding Preferred Stock.

                B.      Preferred Stock.

                Preferred Stock may be issued from time to time in one or more
        series, each of such series to have such terms as stated or expressed
        herein and in the resolution or resolutions providing for the issue of
        such series adopted by the Board of Directors of the Corporation as
        hereinafter provided. Any shares of Preferred Stock which may be
        redeemed, purchased or acquired by the Corporation may be reissued
        except as otherwise provided by law. Different series of Preferred Stock
        shall not be construed to constitute different classes of shares for the
        purposes of voting by classes unless expressly provided.


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                Authority is hereby expressly granted to the Board of Directors
        from time to time to issue the Preferred Stock in one or more series,
        and in connection with the creation of any such series, by resolution or
        resolutions providing for the issue of the shares thereof, to determine
        and fix such voting powers, full or limited, or no voting powers, and
        such designations, preferences and relative participating, optional or
        other special rights, and qualifications, limitations or restrictions
        thereof, including without limitation thereof, dividend rights,
        conversion rights, redemption privileges and liquidation preferences, as
        shall be stated and expressed in such resolutions, all to the fullest
        extent now or hereafter permitted by the General Corporation Law of
        Delaware. Without limiting the generality of the foregoing, the
        resolutions providing for issuance of any series of Preferred Stock may,
        subject to the provisions hereof, provide that such series shall be
        superior or rank equally or be junior to the Preferred Stock of any
        other series to the extent permitted by law. Except as provided herein,
        no vote of the holders of the Preferred Stock or Common Stock shall be a
        prerequisite to the issuance of any shares of any series of the
        Preferred Stock authorized by and complying with the conditions of the
        Certificate of Incorporation, the right to have such vote being
        expressly waived by all present and future holders of the capital stock
        of the Corporation.

                Pursuant to the foregoing provision, the Board of Directors has
        created one series of Preferred Stock with the following rights, powers,
        preferences, qualifications, limitations and restrictions:

                        1.      Designation and Amount. The shares of such
        series shall be designated as "Series A Preferred Stock" (the "Series A
        Preferred Stock"), $.001 par value per share, and the number of shares
        constituting such series shall be 500,000.

                        2.      Dividends and Distributions.

                                (A)     The dividend rate on the shares of
        Series A Preferred Stock shall be for each quarterly dividend
        (hereinafter referred to as a "quarterly dividend period"), which
        quarterly dividend periods shall commence on March 31, June 30,
        September 30 and December 31, in each year (each such date being
        referred to herein as a "Quarterly Dividend Payment Date") (or in the
        case of original issuance, from the date of original issuance) and shall
        end on and include the day next preceding the first date of the next
        quarterly dividend period, at a rate per quarterly dividend period
        (rounded to the nearest cent) equal to the greater of (a) $175,000 or
        (b) subject to the provisions for adjustment hereinafter set forth,
        1,000 times the aggregate per share amount of all cash dividends, and
        1,000 times the aggregate per share amount (payable in cash, based upon
        the fair market value at the time the non-cash dividend or other
        distribution is declared as determined in good faith by the Board of
        Directors) 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 (but not withdrawn) on the Common Stock, par value $.01 per
        share, of the Corporation (the "Common Stock") during the immediately
        preceding quarterly dividend period, or, with respect to the first
        quarterly dividend period, since the first issuance of any share or
        fraction of a share of Series A Preferred Stock. In the event this
        Corporation shall at any time after February 27, 1995 (the "Rights
        Declaration Date") (i) declare any dividend on 


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        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 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)     Dividends shall begin to accrue and be
        cumulative on outstanding shares of Series A Preferred Stock from the
        Quarterly Dividend Payment Date next preceding the date of issue of such
        shares of Series A 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 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 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
        Preferred Stock entitled to receive payment of a dividend or
        distribution declared thereon, which record date shall be no more than
        45 days prior to the date fixed for the payment thereof.

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

                                (A)     Subject to the provision for adjustment
        hereinafter set forth, each share of Series A Preferred Stock shall
        entitle the holder thereof to 1,000 votes on all matters submitted to a
        vote of the stockholders of the Corporation. 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 number of votes per share to which holders of shares of
        Series A Preferred Stock were entitled immediately prior to such event
        shall be adjusted by multiplying such 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.

                                (B)     Except as otherwise provided in the
        Certificate of Incorporation or By-Laws, the holders of shares of Series
        A 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.


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                                (C)     Except as set forth in the Certificate
        of Incorporation and in the By-Laws, holders of Series A 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.

                        4.      Reacquired Shares. Any shares of Series A
        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.

                        5.      Liquidation, Dissolution or Winding Up. In the
        event of any voluntary or involuntary liquidation, dissolution or
        winding up of the Corporation, the holders of the Series A Preferred
        Stock shall be entitled to receive the greater of (a) $175,000 per
        share, plus accrued dividends to the date of distribution, whether or
        not earned or declared, or (b) an amount per share, subject to the
        provision for adjustment hereinafter set forth, equal to 1,000 times the
        aggregate amount to be distributed per share to holders of Common Stock.
        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 to which holders of shares of
        Series A Preferred Stock were entitled immediately prior to such event
        pursuant to 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.

                        6.      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 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 1,000 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
        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 


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        denominator of which is the number of shares of Common Stock that were
        outstanding immediately prior to such event.

                        7.      No Redemption. The shares of Series A Preferred
        Stock shall not be redeemable.

                        8.      Fractional Shares. Series A 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 have the
        benefit of all other rights of holders of Series A Preferred Stock. All
        payments made with respect to fractional shares hereunder shall be
        rounded to the nearest whole cent.

                        9.      Certain Restrictions.

                                (A)     Whenever quarterly dividends or other
        dividends or distributions payable on the Series A 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 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 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 Preferred Stock, except dividends paid ratably on the
        Series A 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 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 Preferred Stock; or

                                        (iv)    purchase or otherwise acquire
        for consideration any shares of Series A Preferred Stock, or any shares
        of stock ranking on a parity with the Series A 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 


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        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 9, purchase or
        otherwise acquire such shares at such time and in such manner.

                        10.     Ranking. The Series A Preferred Stock shall be
        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 any series shall provide otherwise.

                        11.     Amendment. The Certificate of Incorporation of
        the Corporation shall not be amended in any manner which would
        materially alter or change the powers, preferences or special rights of
        the Series A Preferred Stock so as to affect them adversely without the
        affirmative vote of the holders of two-thirds or more of the outstanding
        shares of Series A Preferred Stock voting together as a single class.

                FIFTH: In furtherance of and not in limitation of powers
        conferred by statute, it is further provided:

                1.      Election of directors need not be by written ballot.

                2.      The Board of Directors is expressly authorized to adopt,
        amend or repeal the By-Laws of the Corporation.

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

                SEVENTH: The Corporation reserves the right to amend, alter,
        change or repeal any provision contained in this Restated Certificate of
        Incorporation, in the manner now 


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        or hereafter prescribed by statute and the Restated Certificate of
        Incorporation, and all rights conferred upon stockholders herein are
        granted subject to this reservation.

                EIGHTH: To the fullest extent permitted by the Delaware General
        Corporation Law as the same exists or may hereafter be amended, a
        director of this Corporation shall not be liable to the Corporation or
        its stockholders for monetary damages for breach of fiduciary duty as a
        director.

                NINTH: This Article is inserted for the management of the
        business and for the conduct of the affairs of the Corporation, and it
        is expressly provided that it is intended to be in furtherance and not
        in limitation or exclusion of the powers conferred by the statutes of
        the State of Delaware.

                1.      Number of Directors. The number of directors which shall
        constitute the whole Board of Directors shall be determined by
        resolution of a majority of the Board of Directors, but in no event
        shall be less than three. The number of directors may be decreased at
        any time and from time to time by a majority of the directors then in
        office, but only to eliminate vacancies existing by reason of the death,
        resignation, removal or expiration of the term of one or more directors.
        The directors shall be elected at the annual meeting of stockholders by
        such stockholders as have the right to vote on such election. Directors
        need not be stockholders of the Corporation.

                2.      Classes of Directors. The Board of Directors shall be
        and is divided into three classes: Class I, Class II and Class III. No
        one class shall have more than one director more than any other class.
        If a fraction is contained in the quotient arrived at by dividing the
        authorized number of directors by three, then, if such fraction is
        one-third, the extra director shall be a member of Class I and, if such
        fraction is two-thirds, one of the extra directors shall be a member of
        Class I and the other extra director shall be a member of Class II,
        unless otherwise provided for from time to time by resolution adopted by
        a majority of the Board of Directors.

                3.      Election of Directors. Elections of directors need not
        be by written ballot except as and to the extent provided in the By-Laws
        of the Corporation.

                4.      Terms of Office. Each director shall serve for a term
        ending on the date of the third annual meeting following the annual
        meeting at which such director was elected; provided, however, that each
        initial director in Class I shall serve for a term ending on the date of
        the annual meeting next following the end of the Corporation's fiscal
        year ending June 30, 1992; each initial director in Class II shall serve
        for a term ending on the date of the annual meeting next following the
        end of the Corporation's fiscal year ending June 30, 1993; and each
        initial director in Class III shall serve for a term ending on the date
        of the annual meeting next following the end of the Corporation's fiscal
        year ending June 30, 1994.

                5.      Allocation of Directors Among Classes in the Event of
        Increases or Decreases in the Number of Directors. In the event of any
        increase or decrease in the authorized number of directors, (i) each
        director then serving as such shall nevertheless 


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        continue as director of the class of which he is a member until the
        expiration of his current term or his prior death, retirement or
        resignation and (ii) the newly created or eliminated directorships
        resulting from such increase or decrease shall be apportioned by the
        Board of Directors among the three classes of directors so as to ensure
        that no one class has more than one director more than any other class.
        To the extent possible, consistent with the foregoing rule, any newly
        created directorships shall be added to those classes whose terms of
        office are to expire at the latest dates following such allocation, and
        any newly eliminated directorships shall be subtracted from those
        classes whose terms of office are to expire at the earliest dates
        following such allocation, unless otherwise provided for from time to
        time by resolution adopted by a majority of the directors then in
        office, although less than a quorum.

                6.      Tenure. Notwithstanding any provisions to the contrary
        contained herein, each director shall hold office until his successor is
        elected and qualified, or until his earlier death, resignation or
        removal.

                7.      Vacancies. Any vacancy in the Board of Directors,
        however occurring, including a vacancy resulting from an enlargement of
        the Board, may be filled only by vote of a majority of the directors
        then in office, although less than a quorum, or by a sole remaining
        director. A director elected to fill a vacancy shall be elected for the
        unexpired term of his predecessor in office, if applicable, and a
        director chosen to fill a position resulting from an increase in the
        number of directors shall hold office until the next election of the
        class for which such director shall have been chosen and until his
        successor is elected and qualified, or until his earlier death,
        resignation or removal.

                8.      Quorum. A majority of the total number of the whole
        Board of Directors shall constitute a quorum at all meetings of the
        Board of Directors. In the event one or more of the directors shall be
        disqualified to vote at any meeting, then the required quorum shall be
        reduced by one for each such director so disqualified; provided,
        however, that in no case shall less than one-third (1/3) of the number
        so fixed constitute a quorum. In the absence of the quorum at any such
        meeting, a majority of the directors present may adjourn the meeting
        from time to time without further notice other than announcement at the
        meeting, until a quorum shall be present.

                9.      Action at Meeting. At any meeting of the Board of
        Directors at which a quorum is present, the vote of a majority of those
        present shall be sufficient to take any action, unless a different vote
        is specified by law or the Corporation's Certificate of Incorporation or
        By-Laws.

                10.     Removal. Any one or more or all of the directors may be
        removed, with or without cause, by the holders of at least seventy-five
        percent (75%) of the shares then entitled to vote at an election of
        directors.

                11.     Stockholder Nominations and Introduction of Business,
        Etc. Advance notice of stockholder nominations for election of directors
        and other business to be brought by stockholders before a meeting of
        stockholders shall be given in the manner provided in the By-Laws of the
        Corporation.


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                12.     Amendments to Article. Notwithstanding any other
        provisions of law, this Certificate of Incorporation or the
        Corporation's By-Laws, and notwithstanding the fact that a lesser
        percentage may be specified by law, the affirmative vote of the holders
        of at least seventy-five percent (75%) of the votes which all the
        stockholders would be entitled to cast at any annual election of
        directors or class of directors shall be required to amend or repeal, or
        to adopt any provision inconsistent with, this Article NINTH.

                TENTH: Until the closing of a firm commitment, underwritten
        public offering of the Corporation's Common Stock (a "Public Offering"),
        any action required or permitted to be taken at any annual or special
        meeting of stockholders of the Corporation may be taken without a
        meeting, without prior notice and without a vote, if a consent in
        writing, setting forth the action so taken, is signed by the holders of
        outstanding stock having not less than the minimum number of votes that
        would be necessary to authorize or take such action at a meeting at
        which all shares entitled to vote on such action were present and voted.
        Prompt notice of the taking of corporate action without a meeting by
        less than unanimous written consent shall be given to those stockholders
        who have not consented in writing. Effective upon the closing of a
        Public Offering, stockholders of the Corporation may not take any action
        by written consent in lieu of a meeting. Notwithstanding any other
        provision of law, this Certificate of Incorporation or the Corporation's
        By-Laws, as amended, and notwithstanding the fact that a lesser
        percentage may be specified by law, the affirmative vote of the holders
        of at least seventy-five percent (75%) of the votes which all the
        stockholders would be entitled to cast at any annual election of
        directors or class of directors shall be required to amend or repeal, or
        to adopt any provision inconsistent with this Article TENTH.

                ELEVENTH: Special meetings of stockholders may be called at any
        time by the President or by the Chairman of the Board of Directors.
        Business transacted at any special meeting of stockholders shall be
        limited to matters relating to the purpose or purposes stated in the
        notice of meeting. Notwithstanding any other provision of law, this
        Certificate of Incorporation or the Corporation's By-Laws, as amended,
        and notwithstanding the fact that a lesser percentage may be specified
        by law, the affirmative vote of the holders of at least seventy-five
        percent (75%) of the votes which all the stockholders would be entitled
        to cast at any annual election of directors or class of directors shall
        be required to amend or repeal, or to adopt any provision inconsistent
        with this Article ELEVENTH.

                TWELFTH: 1. Actions, Suits and Proceedings Other than by or in
        the Right of the Corporation. The Corporation shall indemnify each
        person who was or is a party or is threatened to be made a party to any
        threatened, pending or completed action, suit or proceeding, whether
        civil, criminal, administrative or investigative (other than an action
        by or in the right of the Corporation), by reason of the fact that he is
        or was, or has agreed to become, a director or officer of the
        Corporation, or is or was serving, or has agreed to serve, at the
        request of the Corporation, as a director, officer or trustee of, or in
        a similar capacity with, another corporation, partnership, joint
        venture, trust or other enterprise (including any employee benefit plan)
        (all such persons being referred to hereafter as an "Indemnitee"), or by
        reason of any action alleged to have been taken or 


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        omitted in such capacity, against all expenses (including attorneys'
        fees), judgments, fines and amounts paid in settlement actually and
        reasonably incurred by him or on his behalf in connection with such
        action, suit or proceeding and any appeal therefrom, if he acted in good
        faith and in a manner he reasonably believed to be in, or not opposed
        to, the best interests of the Corporation, and, with respect to any
        criminal action or proceeding, had no reasonable cause to believe his
        conduct was unlawful. The termination of any action, suit or proceeding
        by judgment, order, settlement, conviction or upon a plea of nolo
        contendere or its equivalent, shall not, of itself, create a presumption
        that the person did not act in good faith and in a manner which he
        reasonably believed to be in, or not opposed to, the best interests of
        the Corporation, and, with respect to any criminal action or proceeding,
        had reasonable cause to believe that his conduct was unlawful.
        Notwithstanding anything to the contrary in this Article, except as set
        forth in Section 6 below, the Corporation shall not indemnify an
        Indemnitee seeking indemnification in connection with a proceeding (or
        part thereof) initiated by the Indemnitee unless the initiation thereof
        was approved by the Board of Directors of the Corporation.

                2.      Actions or Suits by or in the Right of the Corporation.
        The Corporation shall indemnify any Indemnitee who was or is a party or
        is threatened to be made a party to any threatened, pending or completed
        action or suit by or in the right of the Corporation to procure a
        judgment in its favor by reason of the fact that he is or was, or has
        agreed to become, a director or officer of the Corporation, or is or was
        serving, or has agreed to serve, at the request of the Corporation, as a
        director, officer or trustee of, or in a similar capacity with, another
        corporation, partnership, joint venture, trust or other enterprise
        (including any employee benefit plan), or by reason of any action
        alleged to have been taken or omitted in such capacity, against all
        expenses (including attorneys' fees) and amounts paid in settlement
        actually and reasonably incurred by him or on his behalf in connection
        with such action, suit or proceeding and any appeal therefrom, if he
        acted in good faith and in a manner he reasonably believed to be in, or
        not opposed to, the best interests of the Corporation, except that no
        indemnification shall be made in respect of any claim, issue or matter
        as to which such person shall have been adjudged to be liable to the
        Corporation unless and only to the extent that the Court of Chancery of
        Delaware or the court in which such action or suit was brought shall
        determine upon application, that, despite the adjudication of such
        liability but in view of all the circumstances of the case, such person
        is fairly and reasonably entitled to indemnity for such expenses
        (including attorneys' fees) which the Court of Chancery of Delaware or
        such other court shall deem proper.

                3.      Indemnification for Expenses of Successful Party.
        Notwithstanding the other provisions of this Article, to the extent that
        an Indemnitee has been successful, on the merits or otherwise, in
        defense of any action, suit or proceeding referred to in Sections 1 and
        2 of this Article, or in defense of any claim, issue or matter therein,
        or on appeal from any such action, suit or proceeding, he shall be
        indemnified against all expenses (including attorneys' fees) actually
        and reasonably incurred by him or on his behalf in connection therewith.
        Without limiting the foregoing, if any action, suit or proceeding is
        disposed of, on the merits or otherwise (including a disposition without
        prejudice), without (i) the disposition being adverse to the Indemnitee,
        (ii) an adjudication that the Indemnitee was liable to the Corporation,
        (iii) a plea of guilty or nolo contendere 


                                       11
<PAGE>   12
        by the Indemnitee, (iv) an adjudication that the Indemnitee did not act
        in good faith and in a manner he reasonably believed to be in or not
        opposed to the best interests of the Corporation, and (v) with respect
        to any criminal proceeding, an adjudication that the Indemnitee had
        reasonable cause to believe his conduct was unlawful, the Indemnitee
        shall be considered for the purposes hereof to have been wholly
        successful with respect thereto.

                4.      Notification and Defense of Claim. As a condition
        precedent to his right to be indemnified, the Indemnitee must notify the
        Corporation in writing as soon as practicable of any action, suit,
        proceeding or investigation involving him for which indemnity will or
        could be sought. With respect to any action, suit, proceeding or
        investigation of which the Corporation is so notified, the Corporation
        will be entitled to participate therein at its own expense and/or to
        assume the defense thereof at its own expense, with legal counsel
        reasonably acceptable to the Indemnitee. After notice from the
        Corporation to the Indemnitee of its election so as to assume such
        defense, the Corporation shall not be liable to the Indemnitee for any
        legal or other expenses subsequently incurred by the Indemnitee in
        connection with such claim, other than as provided below in this Section
        4. The Indemnitee shall have the right to employ his own counsel in
        connection with such claim, but the fees and expenses of such counsel
        incurred after notice from the Corporation of its assumption of the
        defense thereof shall be at the expense of the Indemnitee unless (i) the
        employment of counsel by the Indemnitee has been authorized by the
        Corporation, and (ii) counsel to the Indemnitee shall have reasonably
        concluded that there may be a conflict of interest or position on any
        significant issue between the Corporation and the Indemnitee in the
        conduct of the defense of such action or (iii) the Corporation shall not
        in fact have employed counsel to assume the defense of such action, in
        each of which cases the fees and expenses of counsel for the Indemnitee
        shall be at the expense of the Corporation, except as otherwise
        expressly provided by this Article. The Corporation shall not be
        entitled, without the consent of the Indemnitee, to assume the defense
        of any claim brought by or in the right of the Corporation or as to
        which counsel for the Indemnitee shall have reasonably made the
        conclusion provided for in clause (ii) above.

                5.      Advance of Expenses. Subject to the provisions of
        Section 6 below, in the event that the Corporation does not assume the
        defense pursuant to Section 4 of this Article of any action, suit,
        proceeding or investigation of which the Corporation receives notice
        under this Article, any expenses (including attorneys' fees) incurred by
        an Indemnitee in defending a civil or criminal action, suit, proceeding
        or investigation or any appeal therefrom shall be paid by the
        Corporation in advance of the final disposition of such matter,
        provided, however, that the payment of such expenses incurred by an
        Indemnitee in advance of the final disposition of such matter shall be
        made only upon receipt of an undertaking by or on behalf of the
        Indemnitee to repay all amounts so advanced in the event that it shall
        ultimately be determined that the Indemnitee is not entitled to be
        indemnified by the Corporation as authorized in this Article. Such
        undertaking may be accepted without reference to the financial ability
        of such person to make such repayment.


                                       12
<PAGE>   13
                6.      Procedure for Indemnification. In order to obtain
        indemnification or advancement of expenses pursuant to Section 1, 2, 3
        or 5 of this Article, the Indemnitee shall submit to the Corporation a
        written request, including in such request such documentation and
        information as is reasonably available to the Indemnitee and is
        reasonably necessary to determine whether and to what extent the
        Indemnitee is entitled to indemnification or advancement of expenses.
        Any such indemnification or advancement of expenses shall be made
        promptly, and in any event within 60 days after receipt by the
        Corporation of the written request of the Indemnitee, unless with
        respect to requests under Section 1, 2 or 5 the Corporation determines,
        by clear and convincing evidence, within such 60-day period that the
        Indemnitee did not meet the applicable standard of conduct set forth in
        Section 1 or 2, as the case may be. Such determination shall be made in
        each instance by (a) a majority vote of a quorum of the directors of the
        Corporation consisting of persons who are not at that time parties to
        the action, suit or proceeding in question ("disinterested directors"),
        (b) if no such quorum is obtainable, a majority vote of a quorum of the
        outstanding shares of stock of all classes entitled to vote for
        directors, voting as a single class, which quorum shall consist of
        stockholders who are not at that time parties to the action, suit or
        proceeding in question, (d) independent legal counsel (who may be
        regular legal counsel to the Corporation), or (e) a court of competent
        jurisdiction.

                7.      Remedies. The right to indemnification or advances as
        granted by this Article shall be enforceable by the Indemnitee in any
        court of competent jurisdiction if the Corporation denies such request,
        in whole or in part, or if no disposition thereof is made within the
        60-day period referred to above in Section 6. Unless otherwise provided
        by law, the burden of proving that the Indemnitee is not entitled to
        indemnification or advancement of expenses under this Article shall be
        on the Corporation. Neither the failure of the Corporation to have a
        determination prior to the commencement of such action that
        indemnification is proper in the circumstances because the Indemnitee
        has met the applicable standard of conduct, nor an actual determination
        by the Corporation pursuant to Section 6 that the Indemnitee has not met
        such applicable standard of conduct, shall be a defense to the action or
        create a presumption that the Indemnitee has not met the applicable
        standard of conduct. The Indemnitee's expenses (including attorneys'
        fees) incurred in connection with successfully establishing his right to
        indemnification, in whole or in part, in any such proceeding shall also
        be indemnified by the Corporation.

                8.      Subsequent Amendment. No amendment, termination or
        repeal of this Article or of the relevant provisions of the General
        Corporation Law of Delaware or any other applicable laws shall affect or
        diminish in any way the rights of any Indemnitee to indemnification
        under the provisions hereof with respect to any action, suit, proceeding
        or investigation arising out of or relating to any actions, transactions
        or facts occurring prior to the final adoption of such amendment,
        termination or appeal.

                9.      Other Rights. The indemnification and advancement of
        expenses provided by this Article shall not be deemed exclusive of any
        other rights to which an Indemnitee seeking indemnification or
        advancement of expenses may be entitled under any law (common or
        statutory), agreement or vote of stockholders or disinterested directors
        or 


                                       13
<PAGE>   14
        otherwise, both as to action in his official capacity and as to action
        in any other capacity while holding office for the Corporation, and
        shall continue as to an Indemnitee who has ceased to be a director or
        officer, and shall inure to the benefit of the estate, heirs, executors
        and administrators of the Indemnitee. Nothing contained in this Article
        shall be deemed to prohibit, and the Corporation is specifically
        authorized to enter into, agreements with officers and directors
        providing indemnification rights and procedures different from those set
        forth in this Article. In addition, the Corporation may, to the extent
        authorized from time to time by its Board of Directors, grant
        indemnification rights to other employees or agents of the Corporation
        or other persons serving the Corporation and such rights may be
        equivalent to, or greater or less than, those set forth in this Article.

                10.     Partial Indemnification. If an Indemnitee is entitled
        under any provision of this Article to indemnification by the
        Corporation for some or a portion of the expenses (including attorneys'
        fees), judgments, fines or amounts paid in settlement actually and
        reasonably incurred by him or on his behalf in connection with any
        action, suit, proceeding or investigation and any appeal therefrom but
        not, however, for the total amount thereof, the Corporation shall
        nevertheless indemnify the Indemnitee for the portion of such expenses
        (including attorneys' fees), judgments, fines or amounts paid in
        settlement to which the Indemnitee is entitled.

                11.     Insurance. The Corporation may purchase and maintain
        insurance, at its expense, to protect itself and any director, officer,
        employee or agent of the Corporation or another corporation,
        partnership, joint venture, trust or other enterprise (including any
        employee benefit plan) against any expense, liability or loss incurred
        by him in any such capacity, or arising out of his status as such,
        whether or not the Corporation would have the power to indemnify such
        person against such expense, liability or loss under the General
        Corporation Law of Delaware.

                12.     Merger or Consolidation. If the Corporation is merged
        into or consolidated with another corporation and the Corporation is not
        the surviving corporation, the surviving corporation shall assume the
        obligations of the Corporation under this Article with respect to any
        action, suit, proceeding or investigation arising out of or relating to
        any actions, transactions or facts occurring prior to the date of such
        merger or consolidation.

                13.     Savings Clause. If this Article or any portion hereof
        shall be invalidated on any ground by any court of competent
        jurisdiction, then the Corporation shall nevertheless indemnify each
        Indemnitee as to any expenses (including attorneys' fees), judgments,
        fines and amounts paid in settlement in connection with any action,
        suit, proceeding or investigation, whether civil, criminal or
        administrative, including an action by or in the right of the
        Corporation, to the fullest extent permitted by any applicable portion
        of this Article that shall not have been invalidated and to the fullest
        extent permitted by applicable law.

                14.     Definitions. Terms used herein and defined in Section
        145(h) and Section 145(i) of the General Corporation Law of Delaware
        shall have the respective meanings assigned to such terms in such
        Section 145(h) and Section 145(i).


                                       14
<PAGE>   15
                15.     Subsequent Legislation. If the General Corporation Law
        of Delaware is amended after adoption of this Article to expand further
        the indemnification permitted to Indemnitees, then the Corporation shall
        indemnify such persons to the fullest extent permitted by the General
        Corporation Law of Delaware, as so amended.

                THIRTEENTH: The stockholder vote required to approve Business
        Combinations (hereinafter defined) shall be as set forth in this
        Article.

                1.      Higher Vote for Business Combinations. In addition to
        any affirmative vote required by law, the By-Laws of the Corporation or
        this Certificate of Incorporation, and except as otherwise expressly
        provided in Section 3 of this Article THIRTEENTH:

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

                        (b)     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 or
        Associate of any Interested Stockholder of all or a Substantial Part of
        the assets of the Corporation or any Subsidiary thereof; or

                        (c)     The issuance, exchange 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 or Associate of any
        Interested Stockholder in exchange for cash, securities or other
        consideration (or a combination thereof) having an aggregate Fair Market
        Value of, equal to or in excess of a Substantial Part of the assets of
        the Corporation; or

                        (d)     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 or Associate of any
        Interested Stockholder; or

                        (e)     Any reclassification of securities (including
        any reverse stock split), or recapitalization of the Corporation, or any
        merger or consolidation of the Corporation with any of its Subsidiaries
        or any other transaction (whether or not with or into or otherwise
        involving an Interested Stockholder) which has the effect, directly or
        indirectly, of increasing the proportionate share of the outstanding
        shares of any class of equity or convertible securities of the
        Corporation or any Subsidiary which is directly or indirectly owned by
        any Interested Stockholder or any Affiliate or Associate of any
        Interested Stockholder; or

                        (f)     Any agreement, contract or other arrangement
        with an Interested Stockholder (or in which the Interested Stockholder
        has an interest other than proportionately as a stockholder) providing
        for any one or more of the actions specified in subsections (a) to (e)
        of this Section 1 of this Article THIRTEENTH,


                                       15
<PAGE>   16
        shall require the affirmative vote of the holders of at least
        seventy-five percent (75%) of the voting power of the then outstanding
        shares of capital stock of the Corporation entitled to vote generally in
        the election of directors or class of directors (the "Voting Stock"),
        voting together as a single class. Such affirmative vote shall be
        required notwithstanding the fact that no vote may be required or that a
        lesser percentage may be specified by law or in any agreement with any
        national securities exchange or otherwise.

                2.      Definition of "Business Combination". The term "Business
        Combination" as used in this Article THIRTEENTH shall mean any
        transaction which is referred to in any one or more of subsections (a)
        through (f) of Section 1.

                3.      When Higher Vote Is Not Required. The provisions of
        Section 1 of this Article THIRTEENTH shall not be applicable to any
        particular Business Combination, and such Business Combination shall
        require only such affirmative vote, if any, as is required by law and
        any other provision of this Certificate of Incorporation or the By-Laws
        of the Corporation, if the conditions specified in either of the
        following subsections (a) or (b) are met:

                        (a)     Approval by Disinterested Directors. The
        Business Combination shall have been approved by a majority of the
        Disinterested Directors.

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

                                (i)     The transaction constituting the
        Business Combination shall provide that the holders of Common Stock
        receive, in exchange for their stock, per share consideration
        (consisting of the cash and the Fair Market Value, as of the date of the
        consummation of the Business Combination, of consideration other than
        cash) at least equal to the highest of the following:

                                        (A)     If applicable, the highest per
        share price (including any brokerage commissions, transfer taxes and
        soliciting dealers' fees) paid by or on behalf of the Interested
        Stockholder for any share of Common Stock the beneficial ownership of
        which it acquired (1) within the two-year period immediately prior to
        the initial day in which public trading of the Common Stock occurs
        following the first public announcement of the proposed Business
        Combination (the "Announcement Date") or (2) in the transaction in which
        it became an Interested Stockholder, whichever is higher; or

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

        All per share prices shall be adjusted to reflect fairly any intervening
        stock split, reverse stock split, stock dividend, recapitalization,
        reorganization or similar event affecting the Common Stock.


                                       16
<PAGE>   17
                                (ii)    If the transaction constituting the
        Business Combination shall also provide that the holders of any class of
        outstanding Voting Stock, other than Common Stock, if any, are to
        receive consideration in exchange for their stock, the per share
        consideration (consisting of the cash and the Fair Market Value, as of
        the date of the consummation of the Business Combination, of
        consideration other than cash) shall be at least equal to the highest of
        the following (it being intended that the requirements of this
        subsection (b)(ii) shall be required to be met with respect to every
        class of outstanding Voting Stock, whether or not the Interested
        Stockholder beneficially owns any shares of a particular class of Voting
        Stock):

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

                                        (B)     If applicable, the highest
        preferential amount per share to which the holders of shares of such
        class of Voting Stock are entitled in the event of any voluntary or
        involuntary liquidation, dissolution or winding up of the Corporation,
        regardless of whether the Business Combination to be consummated
        constitutes such an event; or

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

        All per share prices shall be adjusted to reflect fairly any intervening
        stock split, reverse stock split, stock dividend, recapitalization,
        reorganization or similar event affecting the Common Stock.

                                (iii)   The consideration to be received by
        holders of a particular class of outstanding Voting Stock (including
        Common Stock) shall be in cash or in the same form as was previously
        paid by or on behalf of the Interested Stockholder in connection with
        its direct or indirect acquisition of beneficial ownership of shares of
        such class of Voting Stock. If the Interested Stockholder beneficially
        owns shares of any class of Voting Stock which were acquired with
        varying forms of consideration, the form of consideration to be received
        by holders of 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 beneficially owned by it prior to the Announcement Date.

                                (iv)    After such Interested Stockholder has
        become an Interested Stockholder and prior to the consummation of such
        Business Combination: (A) except as approved by a majority of the
        Disinterested Directors, there shall have been no failure to declare and
        pay at the regular date therefor any full quarterly dividends (whether
        or not cumulative) on any outstanding preferred stock; and (B) there
        shall have been (1) no 


                                       17
<PAGE>   18
        reduction in the annual rate of dividends paid on the Common Stock
        (except as necessary to reflect any subdivision of the Common Stock)
        except as approved by a majority of the Disinterested Directors, and (2)
        an increase in such annual rate of dividends (as necessary to prevent
        any such reduction) in the event of any reclassification (including any
        reverse stock split), recapitalization, reorganization or any similar
        transaction which has the effect of reducing the number of outstanding
        shares of the Common Stock, unless the failure so to increase such
        annual rate is approved by a majority of the Disinterested Directors.

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

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

                                (vii)   Such Interested Stockholder shall not
        have made any major change in the Corporation's business or equity
        capital structure without the approval of the majority of the
        Disinterested Directors.

                                (viii)  After such Interested Stockholder has
        become an Interested Stockholder and prior to the consummation of such
        Business Combination, such Interested Stockholder shall not have become
        the beneficial owner of any additional shares of Voting Stock.

                4.      Certain Definitions. For the purposes of this Article:

                        (a)     The term "person" shall mean any individual,
        firm, corporation or other entity and shall include any group comprised
        of any person and any other person with whom such person or any
        Affiliate or Associate of such person has any agreement, arrangement or
        understanding, directly or indirectly, for the purpose of acquiring,
        holding, voting or disposing of Voting Stock of the Corporation.

                        (b)     The term "Interested Stockholder" shall mean any
        person who or which:

                                (i)     Is at such time the beneficial owner,
        directly or indirectly, of shares of the Corporation having more than
        fifteen percent (15%) of the voting power of the then outstanding Voting
        Stock; or


                                       18
<PAGE>   19
                                (ii)    At any time within the two-year period
        immediately prior to such time was the beneficial owner, directly or
        indirectly, of shares of the Corporation having more than fifteen
        percent (15%) of the voting power of the then outstanding Voting Stock;
        or

                                (iii)   Is at any time an assignee of or has
        otherwise succeeded to the beneficial ownership of any shares of Voting
        Stock which were at any time within the two-year period immediately
        prior to such time beneficially owned by any Interested Stockholder, if
        such assignment or succession shall have occurred in the course of a
        transaction or series of transactions not involving a public offering
        within the meaning of the Securities Act of 1933 and such assignment or
        succession was not approved by a majority of the Disinterested
        Directors;

        provided, however, that the term "Interested Stockholder" shall not
        include (A) the Corporation or any Subsidiary thereof, (B) any employee
        benefit plan of the Corporation or any Subsidiary thereof, (C) any
        person holding shares of Voting Stock organized, appointed or
        established by the Corporation or any Subsidiary thereof pursuant to the
        terms of any such employee benefit plan or any person who, alone or with
        its Affiliates or Associates, was the beneficial owner of 15% or more of
        the outstanding Voting Stock on June 1, 1991. Notwithstanding the
        foregoing, no person shall become an "Interested Stockholder" as the
        result of an acquisition of Voting Stock of the Corporation which, by
        reducing the number of outstanding shares, increases the proportionate
        number of shares beneficially owned by such person to 15% or more of the
        Voting Stock of the Corporation then outstanding.

                        (c)     A person shall be a "beneficial owner" of any
        shares of Voting Stock:

                                (i)     Which are beneficially owned, directly
        or indirectly, by such person or any of its Affiliates or Associates;

                                (ii)    Which such person or any of its
        Affiliates or Associates has (A) the right to acquire (whether or not
        such right is exercisable immediately) pursuant to any agreement,
        arrangement or understanding (other than customary arrangements between
        underwriters and selling group members with respect to a bona fide
        public offering of securities) or upon the exercise of conversion
        rights, exchange rights, warrants or options or otherwise (other than
        rights issued under a Stockholder Rights Plan) or (B) the right to vote
        pursuant to any agreement, arrangement or understanding (provided that a
        person shall not be deemed to be the beneficial owner of any securities
        if such agreement or understanding arises solely from a revocable proxy
        given in response to a public proxy or consent solicitation); or

                                (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, arrangement or understanding
        (other than customary arrangements between underwriters and selling
        group members with respect to a bona fide public offering of 


                                       19
<PAGE>   20
        securities) for the purpose of acquiring, holding or voting (except
        pursuant to a revocable proxy as described in clause (c)(ii)(B) above)
        of any shares of Voting Stock.

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

                        (e)     "Affiliate" and "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 June 30, 1991 (the term registrant in said Rule 12b-2 meaning,
        in this case, the Corporation).

                        (f)     "Beneficially owned" shall have the meaning
        ascribed to such term in Rule 13d-3 of the General Rules and Regulations
        under the Securities Exchange Act of 1934, as in effect on June 15,
        1991.

                        (g)     "Disinterested Director" means any member of the
        Board of Directors of the Corporation who is not an Interested
        Stockholder or an Affiliate or Associate of an Interested Stockholder
        and who was a member of the Board of Directors on June 15, 1991 or prior
        to the time that the Interested Stockholder became an Interested
        Stockholder, and any successor of a Disinterested Director who is not an
        Interested Stockholder, who is not an Affiliate or Associate of the
        Interested Stockholder, and who is recommended or elected to succeed a
        Disinterested Director by a majority of the Disinterested Directors then
        on the Board of Directors.

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

                        (i)     In the event of any Business Combination in
        which the Corporation survives, the phrase "consideration other than
        cash" as used in subsection 3(b) of this 


                                       20
<PAGE>   21
        Article shall include the shares of Common Stock and/or the shares of
        any other class of outstanding Voting Stock retained by the holders of
        such shares.

                        (j)     "Subsidiary" means any corporation of which a
        majority of any class of equity security is owned, directly or
        indirectly, by the Corporation.

                        (k)     "Substantial Part" of the assets of the
        Corporation shall mean more than ten percent (10%) of the fair market
        value of the total assets of the Corporation as of the end of its most
        recent fiscal quarter ending prior to the time the determination is
        made.

                5.      Power of Board of Directors. The Disinterested Directors
        shall have the power and duty to determine for purposes of this Article,
        on the basis of information known to them after reasonable inquiry, all
        facts necessary to determine compliance with this Article THIRTEENTH,
        including, without limitation, (a) whether a person is an Interested
        Stockholder, (b) the number of shares of Voting Stock beneficially owned
        by any person, (c) whether a person is an Affiliate or Associate of
        another, (d) whether the requirements of subsection 3(b) have been met
        with respect to any Business Combination and (e) whether the assets
        which are the subject of any Business Combination equal or exceed, or
        whether the consideration to be received from the issuance or transfer
        of securities by the Corporation or any Subsidiary in any Business
        Combination equals or exceeds, a Substantial Part of the assets of the
        Corporation. Any such determination made in good faith shall be binding
        and conclusive.

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

                7.      Consideration. Consideration for shares to be paid to
        any stockholder pursuant to this Article shall be the minimum
        consideration payable to the stockholder and shall not limit a
        stockholder's right under any provision of law or otherwise to receive
        greater consideration for any shares of the Corporation.

                8.      Fiduciary Duty of Directors. The fact that any Business
        Combination complies with the provisions of Section 3 of this Article
        shall not be construed to impose any fiduciary duty, obligation or
        responsibility on the Board of Directors, or any member thereof, to
        approve such Business Combination or recommend its adoption or approval
        to the stockholders of the Corporation, nor shall such compliance limit,
        prohibit or otherwise restrict in any manner the Board of Directors or
        any member thereof with respect to evaluations of or actions and
        responses taken with respect to such Business Combination.

                9.      Amendments to Article. Notwithstanding any other
        provisions of law, this Certificate of Incorporation or the By-Laws of
        the Corporation, and notwithstanding the fact that a lesser percentage
        may be specified by law, the affirmative vote of the holders of at least
        seventy-five percent (75%) of the votes which all the stockholders would
        be 


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<PAGE>   22
        entitled to cast at any annual election of directors or class of
        directors shall be required to amend or repeal, or to adopt any
        provision inconsistent with, this Article THIRTEENTH.


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<PAGE>   23
        IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate
of Incorporation to be signed by its duly authorized officer on this 27th day of
February, 1995.


                                       BAY NETWORKS, INC.


                                       By:  /s/ Montgomery Kerston
                                            ------------------------------------
                                            Montgomery Kersten
                                            Vice President, General Counsel
                                            and Secretary


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