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                                                                     Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                             SCHULER HOLDINGS, INC.

               FIRST. The name of the Corporation is Schuler Holdings, Inc.
(the "Corporation").

               SECOND. The address of the registered office of the
Corporation in the State of Delaware is 1013 Centre Road, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is Corporation Service Company.

               THIRD. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

               FOURTH. (a) The aggregate number of shares which the
Corporation is authorized to issue is 171,000,000 shares, of which 1,000,000
shall be shares of Preferred Stock, $0.001 par value per share (the
"Preferred Stock"), and 170,000,000 shall be shares of Common Stock, $0.001
par value per share (the "Common Stock"), of which 120,000,000 shall be
shares of Class A Common Stock, $.001 par value per share ("Class A Common
Stock"), and 50,000,000 shall be shares of Class B Common Stock, $.001 par
value per share ("Class B Common Stock").

               (b) The Preferred Stock may be issued from time to time in one
or more series. The Board of Directors is expressly authorized, in the
resolution or resolutions providing for the issuance of any wholly unissued
series of Preferred Stock, to fix, state and express the powers, rights,
designations, preferences, qualifications, limitations and restrictions thereof,
including without limitation: the rate of dividends upon which and the times at
which dividends on shares of such series shall be payable and the preference, if
any, which such dividends shall have relative to dividends on shares of any
other class or classes or any other series of stock of the Corporation; whether
such dividends shall be cumulative or noncumulative, and if cumulative, the date
or dates from which dividends on shares of such series shall be cumulative; the
voting rights, if any, to be provided for shares of such series; the rights, if
any, which the holders of shares of such series shall have in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation; the rights, if any, which the holders of shares of such
series shall have to convert such shares into or exchange such shares for shares
of stock of the Corporation, and the terms and conditions, including price and
rate of exchange of such conversion or exchange; and the redemption rights
(including sinking fund provisions), if any, for shares of such series; and such
other powers, rights, designations, preferences, qualifications, limitations and
restrictions as the Board of Directors may desire to so fix. The Board of
Directors is also expressly authorized to fix the number of shares constituting
such series and to increase or decrease the number of shares of any series prior
to the issuance of shares of that series and to increase or decrease the number
of shares of any series subsequent to the issuance of shares of that series, but
not to decrease such number below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.


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<PAGE>


               (c)  The relative voting, dividend, liquidation and other
rights, preferences and limitations or restrictions of the Class A Common Stock
and Class B Common Stock are stated in this Certificate of Incorporation as
follows:

                    (i)  VOTING.  Subject to all of the rights which may be
         granted to holders of the Preferred Stock and except as otherwise
         required or authorized by Article FIFTH, SIXTH, SEVENTH, EIGHTH or
         NINTH or by applicable law, voting power shall be divided between the
         holders of Class A Common Stock and Class B Common Stock of the
         Corporation as follows:

                         (A)  So long as there are issued and outstanding at
               least 14 million shares of Class B Common Stock, the holders
               of Class A Common Stock, voting as a separate class, shall be
               entitled to elect five Directors and the holders of Class B
               Common Stock, voting as a separate class, shall be entitled to
               elect four Directors. If and when there are issued and
               outstanding less than 14 million shares of Class B Common
               Stock, the holders of Class A Common Stock, voting as a
               separate class, shall be entitled to elect six Directors and
               the holders of Class B Common Stock, voting as a separate
               class, shall be entitled to elect only three Directors. If at
               any time the Corporation shall issue additional shares of
               Class B Common Stock as provided in subsection (c)(v) of
               Article FOURTH, the holders of Class B Common Stock shall
               thenceforth be entitled to elect, as provided in the two
               immediately preceding sentences, the number of directors
               resulting from the number of shares of Class B Common Stock
               then held by such holders. If at any time there shall be
               shares of only one class of Common Stock issued and
               outstanding, the holders of such class shall be entitled to
               elect the entire Board of Directors. In the event of any
               decrease in the authorized number of Directors elected by the
               holders of Class B Common Stock, each Director elected by the
               holders of Class B Common Stock then serving as such shall
               nevertheless continue as a Director until the expiration of
               his or her current term, or his or her earlier death,
               resignation or removal.

                         (B) So long as any shares of Class B Common
               Stock are issued and outstanding, any Director elected
               exclusively by the holders of Class A Common Stock may be
               removed from office without cause by the affirmative vote of
               the holders of at least 66 2/3% of the outstanding shares of
               Class A Common Stock, voting as a separate class, and any
               Director elected exclusively by the holders of Class B Common
               Stock may be removed from office without cause by the
               affirmative vote of the holders of at least 66 2/3% of the
               outstanding shares of Class B Common Stock, voting as a
               separate class.

                         (C) For so long as any shares of Class B Common Stock
               are issued and outstanding, any vacancy in the office of a
               Director elected exclusively by the holders of Class A Common
               Stock may only be filled by a vote of the holders of Class A
               Common Stock, voting as a separate class, or by a majority
               vote of the Directors then in office, though less than a
               quorum, elected exclusively by the holders of Class A Common
               Stock. For so long as any shares of Class B Common Stock are
               issued and outstanding, any vacancy in the office


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               of a Director elected exclusively by the holders of Class B
               Common Stock may only be filled by a vote of the holders of
               Class B Common Stock, voting as a separate class, or by a
               majority vote of the Directors then in office, though less
               than a quorum, elected exclusively by the holders of Class B
               Common Stock.

                         (D) Except as otherwise required by applicable law
               or any other provision of this Certificate of Incorporation,
               holders of Class A Common Stock and Class B Common Stock shall
               vote together as a single class on all matters submitted to
               the stockholders for a vote, subject to any voting rights
               which may be granted to holders of Preferred Stock. With
               respect to such matters, every holder of Class A Common Stock
               shall be entitled to one vote for every share of Class A
               Common Stock standing in such stockholder's name on the record
               of stockholders and every holder of Class B Common Stock shall
               be entitled to one-half vote for every share of Class B Common
               Stock standing in such stockholder's name on the record of
               stockholders.

                         (E) Notwithstanding any other provision of this
               Certificate of Incorporation or any provision of applicable
               law specifying a lesser percentage, the following matters
               shall require the affirmative vote of the holders of a
               majority of the outstanding shares of Class A Common Stock,
               voting as a separate class, and the affirmative vote of the
               holders of a majority of the outstanding shares of Class B
               Common Stock, voting as a separate class:

                             (I)   any merger or consolidation of the
                     Corporation with or into any other Person (as defined in
                     Article EIGHTH), or

                             (II)  any sale, lease, exchange, transfer or other
                     disposition (in one transaction or a series of related
                     transactions) of all or substantially all of the assets of
                     the Corporation and its subsidiaries taken as a whole, or

                             (III) the adoption of any plan or proposal for the
                     liquidation or dissolution of the Corporation, or

                             (IV)  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
                     similar transaction, which has the effect, directly or
                     indirectly, of increasing the percentage of the
                     outstanding shares of (i) any class of equity securities
                     of the Corporation or any Subsidiary or (ii) any class
                     of securities of the Corporation or any Subsidiary
                     convertible into equity securities of the Corporation or
                     any Subsidiary; PROVIDED, HOWEVER, that this subsection
                     (c)(i)(E)(IV) of Article FOURTH shall not be deemed to
                     include any issuance, offering or sale by the
                     Corporation of any of its securities.

                     (ii)  DIVIDENDS. (A) Subject to the rights which may
         be granted to the holders of the Preferred Stock and subject to any
         other provisions of this Certificate of


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         Incorporation, holders of Class A Common Stock and Class B Common
         Stock shall be entitled to receive such dividends and other
         distributions in cash, stock or property of the Corporation as may be
         declared thereon by the Board of Directors from time to time out of
         assets or funds of the Corporation legally available therefor.

                         (B) No distribution or dividend payable in
               Class A Common Stock may be declared on Class A Common Stock
               unless a distribution or dividend payable in Class B Common
               Stock at the same time and at the same rate per share is
               concurrently declared on Class B Common Stock then outstanding
               No distribution or dividend payable in Class B Common Stock
               may be declared on Class B Common Stock unless a distribution
               or dividend payable in Class A Common Stock at the same time
               and at the same rate per share is concurrently declared on
               Class A Common Stock then outstanding. So long as shares of
               both Class A Common Stock and Class B Common Stock shall
               remain outstanding, no dividend or distribution payable in
               property or securities of any other class or kind of the
               Corporation shall be declared or paid on either of such
               classes unless a dividend equal in kind and amount on a per
               share basis and payable at the same time is concurrently
               declared on the other class. No split-up, combination or other
               reclassification of the shares of Class A Common Stock or
               Class B Common Stock into a different number of shares of such
               class shall be made unless a split-up, combination or other
               reclassification of the shares of the other class then
               outstanding, if any, into a different number of shares of such
               other class is made at the same time and at the same rate per
               share and the number of shares necessary to elect directors as
               provided in subsection (c)(i)(A) of Article FOURTH is adjusted
               as appropriate.

                     (iii)   CONVERSION RIGHTS AND AUTOMATIC CONVERSION.

                             (A) Subject to the terms and conditions of this
               Article FOURTH, each share of Class B Common Stock shall be
               converted into one fully paid and non-assessable share of
               Class A Common Stock at the election of the holder thereof or
               upon the transfer by the holder thereof to any other Person
               who was not, directly or indirectly, a Beneficial Owner (as
               defined in Article EIGHTH) of Class B Common Stock immediately
               after the Closing Date (as defined in that certain Agreement
               and Plan of Reorganization, dated as of September 12, 2000, as
               the same may be amended from time to time (the "Reorganization
               Agreement"), by and between Schuler Homes, Inc. and the WP
               Partners (as defined therein) (the "Closing Date").

                             (B) Subject to the terms and conditions of this
               Article FOURTH, each share of Class B Common Stock shall be
               automatically converted into one fully paid and non-assessable
               share of Class A Common Stock without any action on the part
               of the holder thereof upon the later to occur of (I) the date
               that is two days subsequent to the second anniversary of the
               Closing Date and (II) the day upon which less than ten million
               shares of Class B Common Stock are issued and outstanding;
               PROVIDED, HOWEVER, that such automatic conversion of Class B
               Common Stock shall not occur if, and for so long as, the Board
               of


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<PAGE>

               Directors determines that such automatic conversion would
               result in a "Change of Control" as defined in that certain
               Indenture, dated as of May 6, 1998, by and between Schuler
               Homes, Inc. and U.S. Trust Company of California, N.A., as
               trustee, or a "Risk Event" as defined in that certain
               Indenture, dated as of January 15, 1993, by and between
               Schuler Homes, Inc. and Pacific Century Trust, as successor
               trustee to Bishop Trust Company, Limited.

                             (C) Conversions in accordance with this Article
               FOURTH shall occur at the office of any transfer agent for the
               Class B Common Stock, and at such other place or places, if
               any, as the Board of Directors may designate, or, if the Board
               of Directors shall fail so to designate, at the principal
               office of the Corporation (to the attention of the Secretary
               of the Corporation). Every conversion pursuant to subsection
               (c)(iii)(A) or (c)(iii)(B) of Article FOURTH, shall constitute
               a contract between the holder of such Class B Common Stock and
               the Corporation, whereby the holder of such Class B Common
               Stock shall be deemed to subscribe for the amount of Class A
               Common Stock which such holder shall be entitled to receive
               upon such conversion, and, in satisfaction of such
               subscription, to deposit the Class B Common Stock to be
               converted and to release the Corporation from all liability
               thereunder, and thereby the Corporation shall be deemed to
               agree that the surrender of the certificate or certificates
               therefor and the extinguishment of liability thereon shall
               constitute full payment of such subscription for Class A
               Common Stock to be issued upon such conversion. The
               Corporation will as soon as practicable after such deposit of
               a certificate or certificates for Class B Common Stock issue
               and deliver at the office of said transfer agent (or other
               place as provided above) to the person for whose account such
               Class B Common Stock was so surrendered, or to such holder's
               nominee or nominees, a certificate or certificates for the
               number of full shares of Class A Common Stock to which such
               holder shall be entitled as aforesaid. Such conversion shall
               be deemed to have been made as of the date of such surrender
               of Class B Common Stock to be converted, and the person or
               persons entitled to receive the Class A Common Stock issuable
               upon conversion of the Class B Common Stock shall be treated
               for all purposes as the record holder or holders of such Class
               A Common Stock on such date.

                             (D) The Corporation shall at all times reserve
               and keep available, out of its authorized and unissued shares,
               solely for the purpose of effecting the conversion of Class B
               Common Stock, such number of shares of Class A Common Stock as
               shall from time to time be sufficient to effect the conversion
               of all shares of Class B Common Stock which at any such times
               are convertible.

                     (iv) MERGER AND LIQUIDATION RIGHTS. In the event of
         any merger or consolidation to which the Corporation is a party, the
         Class A Common Stock and the Class B Common Stock shall be of equal
         rank and shall entitle the holders thereof to equal rights and
         privileges. In the event of a dissolution or liquidation of the
         Corporation, or a sale of all its assets, whether voluntary or
         involuntary, or in the event of its insolvency or upon any distribution
         of its capital, the Class A Common Stock and the


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         Class B Common Stock shall be of equal rank and shall entitle the
         holders thereof to equal rights and privileges.

                     (v)  RESTRICTION ON ISSUANCE OF CLASS B COMMON STOCK.
         Except in connection with the stock splits and stock dividends, the
         Corporation shall not issue any authorized shares of Class B Common
         Stock other than pursuant to Section 9.6 of the Reorganization
         Agreement, unless and until such issuance is authorized by the
         affirmative vote of the holders of at least 66 2/3% of the outstanding
         shares of Class A Common Stock, voting as a separate class, and the
         affirmative vote of the holders of at least 66 2/3% of the outstanding
         shares of Class B Common Stock, voting as a separate class.

               FIFTH. (a) In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is authorized to make, alter, amend
or repeal any or all of the Bylaws of the Corporation; PROVIDED, HOWEVER, that
any Bylaw amendment adopted by the Board of Directors pursuant to paragraph (a)
of Article SEVENTH increasing or reducing the authorized number of Directors
shall require the affirmative vote of two-thirds of the total number of
Directors which the Corporation would have if there were no vacancies.

               (b)   In addition, so long as any shares of Class B Common
Stock are issued and outstanding, new Bylaws may be adopted or the Bylaws may
be altered, amended or repealed by the affirmative vote of the holders of at
least 66 2/3% of the outstanding shares of Class A Common Stock, voting as a
separate class, and the affirmative vote of the holders of at least 66 2/3% of
the outstanding shares of Class B Common Stock, voting as a separate class.

               (c)   In addition, from and after the time when no shares of
Class B Common Stock are issued and outstanding, new Bylaws may be adopted or
the Bylaws may be altered, amended or repealed by the affirmative vote of the
holders of a majority of the combined voting power of all shares of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.

               SIXTH. (a) 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 of such stockholders.

               (b)   Special meetings of stockholders of the Corporation may be
called only by the joint action of the Chairman of the Board of Directors and
the President or by the Chairman or the Secretary at the written request of a
majority of the total number of Directors which shall then constitute the whole
Board of Directors of the Corporation upon not fewer than 10 nor more than 60
days' prior written notice. The request shall be sent to the Chairman and the
Secretary and shall state the purposes of the proposed meeting. Special meetings
of holders of the outstanding Preferred Stock may be called in the manner and
for the purposes provided in the resolutions of the Board of Directors providing
for the issue of such stock. Business transacted at special meetings shall be
confined to the purpose or purposes stated in the notice of meeting.

               SEVENTH. (a) So long as any shares of Class B Common Stock are
issued and outstanding, the number of Directors which shall constitute the whole
Board of Directors of the


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Corporation shall be nine, subject to this Article SEVENTH. From and after
the time when there are no shares of Class B Common Stock issued and
outstanding, the number of Directors which shall constitute the whole Board
of Directors of this Corporation shall be as specified in the Bylaws of this
Corporation, subject to this Article SEVENTH.

               (b)  Each Director shall serve for a term ending on the date of
the first annual meeting of stockholders following the annual meeting at which
the Director was elected. Notwithstanding the foregoing provisions of this
Article SEVENTH, each Director shall serve until his or her successor is duly
elected and qualified or until his or her earlier death, resignation or removal.

               (c)  In the event of any increase or decrease in the authorized
number of Directors, each Director then serving as such shall nevertheless
continue as a Director until the expiration of his or her current term, or his
or her earlier resignation, removal from office or death.

               (d)  From and after the time when there are no shares of Class
B Common Stock issued and outstanding, any Director or the entire Board of
Directors may be removed from office without cause by the affirmative vote of
the holders of a majority of the combined voting power of all shares of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class.

               EIGHTH. (a) (i) In addition to any affirmative vote required
by law, so long as any shares of Class B Common Stock are issued and
outstanding, any Business Combination (as hereinafter defined) shall require the
affirmative vote of the holders of at least 66 2/3% of the outstanding shares of
Class A Common Stock, voting as a separate class, and the affirmative vote of
the holders of at least 66 2/3% of the outstanding shares of Class B Common
Stock, voting as a separate class. In addition to any affirmative vote required
by law, from and after the time when there are no shares of Class B Common
issued and outstanding, any Business Combination shall require the affirmative
vote of the holders of a majority of the combined voting power of all shares of
the Corporation entitled to vote generally in the election of Directors, voting
together as a single class (for purposes of this Article EIGHTH, together with
any Class A Common Stock and Class B Common Stock, the "Voting Shares"). Such
affirmative votes shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified by law or in any
agreement with any national securities exchange or otherwise.

               (ii)  The term "Business Combination" as used in this Article
         EIGHTH shall mean any transaction which is referred to in any one or
         more of the following clauses (A) through (E):

                     (A) any merger or consolidation of the Corporation or any
               Subsidiary (as hereinafter defined) with or into (i) any
               Interested Stockholder (as hereinafter defined) or (ii) any other
               Person (as hereinafter defined) (whether or not itself an
               Interested Stockholder) which is, or after such merger or
               consolidation would be, an Affiliate (as hereinafter defined) or
               Associate (as hereinafter defined) of an Interested Stockholder,
               or


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                     (B) any sale, lease, exchange, mortgage, pledge,
               transfer or other disposition (in one transaction or a series
               of related transactions) to or with, or proposed by or on
               behalf of, any Interested Stockholder or any Affiliate or
               Associate of any Interested Stockholder, of any assets of the
               Corporation or any Subsidiary constituting not less than 5% of
               the total assets of the Corporation, as reported in the
               consolidated balance sheet of the Corporation as of the end of
               the most recent quarter with respect to which such balance
               sheet has been prepared, or

                     (C) the issuance or transfer by the Corporation or any
               Subsidiary (in one transaction or a series of related
               transactions) of any securities of the Corporation or any
               Subsidiary to, or proposed by or on behalf of, any Interested
               Stockholder or any Affiliate or Associate of any Interested
               Stockholder in exchange for cash, securities or other property
               (or a combination thereof) constituting not less than 5% of
               the total assets of the Corporation, as reported in the
               consolidated balance sheet of the Corporation as of the end of
               the most recent quarter with respect to which such balance
               sheet has been prepared, or

                     (D) the adoption of any plan or proposal for the
               liquidation or dissolution of the Corporation, or any spin-off
               or split-up of any kind of the Corporation or any subsidiary,
               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 similar transaction (whether or not
               with or into or otherwise involving an Interested Stockholder)
               which has the effect, directly or indirectly, of increasing
               the percentage of the outstanding shares of (i) any class of
               equity securities of the Corporation or any Subsidiary or (ii)
               any class of securities of the Corporation or any Subsidiary
               convertible into equity securities of the Corporation or any
               Subsidiary, represented by securities of such class which are
               directly or indirectly owned by any Interested Stockholder or
               any Affiliate or Associate of any Interested Stockholder.

               (b)  The provisions of section (a) of this Article EIGHTH shall
not be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law and
any other provision of this Certificate of Incorporation, if such Business
Combination has been approved by two-thirds of the whole Board of Directors.

               (c)  For the purposes of this Article EIGHTH:

                    (i)  A "Person" shall mean any individual, firm,
         corporation, partnership, limited liability company or other entity.

                    (ii) "Interested Stockholder" shall mean, in respect
         of any Business Combination, any Person (other than the Corporation or
         any Subsidiary) who or which,


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         as of the record date for the determination of stockholders entitled
         to notice of and to vote on such Business Combination, or immediately
         prior to the consummation of any such transaction:

                         (A) is or was, at any time within two years prior
               thereto, the Beneficial Owner (as hereinafter defined) of 10%
               or more of the then outstanding Voting Shares, or

                         (B) is an Affiliate or Associate of the Corporation
               and at any time within two years prior thereto was the
               Beneficial Owner of 10% or more of the then outstanding Voting
               Shares, or

                         (C) is an assignee of or has otherwise succeeded to
               any shares of capital stock of the Corporation which were at
               any time within two years prior thereto 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, as amended.

                   (iii) A "Person" shall be the "Beneficial Owner" of any
               Voting Shares.

                         (A) which such Person or any of its Affiliates and
               Associates (as hereinafter defined) beneficially own, directly
               or indirectly, or

                         (B) which such Person or any of its Affiliates or
               Associates has (i) the right to acquire (whether such right is
               exercisable immediately or only after the passage of time),
               pursuant to any agreement, arrangement or understanding or
               upon the exercise of conversion rights, exchange rights,
               warrants or options, or otherwise, or (ii) the right to vote
               pursuant to any agreement, arrangement or understanding, or

                         (C) which are beneficially owned, directly or
               indirectly, by any other Person with which such first
               mentioned Person or any of its Affiliates or Associates has
               any agreement, arrangement or understanding for the purposes
               of acquiring, holding, voting or disposing of any shares of
               capital stock of the Corporation.

                           (iv) The outstanding Voting Shares shall include
         shares deemed owned through application of paragraph (iii) above, but
         shall not include any other Voting Shares which may be issuable
         pursuant to any agreement, or upon exercise of conversion rights,
         warrants or options, or otherwise.

                           (v) "Affiliate" and "Associate" shall have the
         respective meanings given those terms in Rule 12b-2 of the General
         Rules and Regulations under the Securities Exchange Act of 1934, as in
         effect on the date of adoption of this Certificate of Incorporation
         (the "Exchange Act").


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<PAGE>

                           (vi) "Subsidiary" shall mean any corporation of which
         a majority of any class of equity security (as defined in Rule 3a11-1
         of the General Rules and Regulations under the Exchange Act) is owned,
         directly or indirectly, by the Corporation; PROVIDED, HOWEVER, that for
         the purposes of the definition of Interested Stockholder set forth in
         paragraph 2 of this section (c) the term "Subsidiary" shall mean only a
         Corporation of which a majority of each class of equity security is
         owned, directly or indirectly, by the Corporation.

                  (d) Two-thirds of the whole Board of Directors shall have the
power and duty to determine for the purposes of this Article EIGHTH on the basis
of information known to them, (i) whether a Person is an Interested Stockholder,
(ii) the number of Voting Shares beneficially owned by any Person, (iii) whether
a Person is an Affiliate or Associate of another, (iv) whether a Person has an
agreement, arrangement or understanding with another as to the matters referred
to in paragraph (iii) of section (c) of this Article EIGHTH, or (iv) whether the
assets subject to any Business Combination or the consideration received for the
issuance or transfer of securities by the Corporation or any subsidiary
constitutes not less than 5% of the total assets of the Corporation.

                  (e) Nothing contained in this Article EIGHTH shall be
construed to relieve any Interested Stockholder from any fiduciary obligation
imposed by law.

                  NINTH. Subject to the remainder of this Article NINTH, this
Corporation reserves the right to alter, change, amend or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred on stockholders herein are
granted subject to this reservation. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, so long any shares of Class B
Common Stock are issued and outstanding, the affirmative vote of the holders of
at least 66 2/3% of the outstanding shares of Class A Common Stock, voting as a
separate class, and the affirmative vote of the holders of at least 66 2/3% of
the outstanding shares of Class B Common Stock, voting as a separate class,
shall be required to alter, change, amend, repeal, or adopt any provision
inconsistent with, Article FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH or NINTH.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, from and after the time when there are no shares of Class B Common
Stock issued and outstanding, the affirmative vote of the holders of a majority
of the combined voting power of all shares of the Corporation entitled to vote
generally in the election of Directors, voting together as a single class, shall
be required to alter, change, amend, repeal, or adopt any provision inconsistent
with, Article FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH or NINTH.

                  TENTH. The name and mailing address of the incorporator is
Shannon McGriff-Smith, 400 Sansome Street, San Francisco, California, 94111.

                  ELEVENTH. A Director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director, except for liability (i) for any
breach of the Director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
Director derived any improper personal benefit. If the


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Delaware General Corporation Law is hereafter amended to authorize, with the
approval of a Corporation's stockholders, further reductions in the liability
of a Corporation's Directors for breach of fiduciary duty, then a Director of
the Corporation shall not be liable for any such breach to the fullest extent
permitted by the Delaware General Corporation Law as so amended. Any repeal
or modification of the foregoing provisions of this Article ELEVENTH by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such
repeal or modification.

                  I, THE UNDERSIGNED, being the incorporator hereinbefore named,
for the purpose of forming a Corporation pursuant to the General Corporation Law
of Delaware, do make this Certificate of Incorporation, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 12th day of October, 2000.


                                       -----------------------------------
                                       Shannon McGriff-Smith, Incorporator












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