RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             THOMAS INDUSTRIES INC.

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


                  The original Certificate of Incorporation of THOMAS INDUSTRIES
INC. was filed with the Secretary of State of Delaware on December 28, 1928,
under the name The Electric Sprayit Company. The following Restated Certificate
of Incorporation only restates and integrates and does not further amend the
provisions of the corporation's Certificate of Incorporation, and all amendments
thereto, and there is no discrepancy between those provisions and the following
provisions:

                  FIRST:  The name of the corporation is Thomas Industries Inc.

                  SECOND: The registered office of the corporation in the State
of Delaware shall be located at 306 South State Street, City of Dover, County of
Kent. The name and address of its registered agent shall be United States
Corporation Company, 306 South State Street, Dover, Delaware 19901.

                  THIRD: The nature of the business, or objects or purposes to
be transacted, promoted or carried on are:

                  To carry on the business of mechanical and electrical
         engineers, toolmakers, machinists, founders, metal workers, smiths,
         builders, fitters, cutlers and merchants, and any other similar
         business or businesses which may seem calculated directly or
         indirectly, to enhance the value of or render profitable any of the
         company's property or rights, or conducive to any of the company's
         objects, and in particular to manufacture, buy, sell, job, deal in and
         deal with lighting fixtures, equipment and furnishings, including
         lamps, built-in fixtures and fluorescent lighting equipment, cooking
         utensils and kitchen ware, electrical spraying machines, blowers, blow
         torches, air compressors, mechanical and mercantile devices, equipment,
         specialties, machines, parts, appliances for household and commercial
         use, utilities, implements, castings, tools, fixtures, hardware,
         instruments and apparatus of every kind and nature and any other
         articles of commerce ordinarily made in a thoroughly equipped machine
         shop, factory, laboratory or foundry.

                  To manufacture, handle, install, deal in, contract for or
         otherwise acquire, advertise, promote, introduce, distribute, buy, sell
         or otherwise dispose of for itself, or for any other or others, any and
         all kinds of stoves, heaters, burners, furnaces, boilers, ovens, kilns;
         and to create, establish, build up, and maintain a purchasing or
         selling organization for the promotion, sale, advertisement,
         distribution, or introduction of any of the aforesaid.

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                  To build, erect, construct, purchase, hire or otherwise
         acquire, buy, sell, own, dispose of, provide, establish, maintain,
         hold, lease and operate stores, factories, warehouses, mills, agencies,
         buildings, structures, offices, houses, works, machinery, plants,
         terminals, and other buildings and structures, and all other property
         and things of whatsoever kind and nature, real, personal and mixed,
         tangible and intangible, including good will, within and without the
         State of Delaware, and in any part of the world, suitable, necessary,
         useful or advisable in connection with any of the objects hereinabove
         or hereinafter set forth.

                  To manufacture, purchase or otherwise acquire, own, mortgage,
         pledge, sell, assign and transfer or otherwise dispose of, to invest,
         trade, deal in and deal with, goods, wares and merchandise and real and
         personal property of every class and description.

                  To acquire, and pay for in cash, stock or bonds of this
         corporation or otherwise, the good will, rights, assets and property,
         and to undertake or assume the whole or any part of the obligations or
         liabilities of any person, firm, association or corporation.

                  To acquire, hold, use, sell, assign, lease, grant licenses in
         respect of, mortgage, or otherwise dispose of letters patent of the
         United States or any foreign country, patent rights, licenses and
         privileges, inventions, improvements and processes, copy-rights, trade
         marks and trade names, relating to or useful in connection with any
         business of this corporation.

                  To guarantee, purchase, hold, sell, assign, transfer,
         mortgage, pledge or otherwise dispose of shares of the capital stock
         of, or any bonds, securities or evidence of indebtedness created by any
         other corporation or corporations organized under the laws of this
         state or any other state, country, nation or government, and while the
         owner thereof to exercise all the rights, powers and privileges of
         ownership.

                  To issue bonds, debentures, or obligations of this corporation
         from time to time, for any of the objects or purposes of the
         corporation, and to secure the same by mortgage, pledge, deed of trust,
         or otherwise.

                  To purchase, hold, sell and transfer the shares of its own
         capital stock; provided it shall not use its funds or property for the
         purchase of its own shares of capital stock when such use would cause
         any impairment of its capital; and provided further that shares of its
         own capital stock belonging to it shall not be voted upon directly or
         indirectly.

                  To have one or more offices to carry on all or any of its
         operations and business and without restriction or limit as to amount
         to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or
         otherwise dispose of real and personal property of every class and
         description in any of the States, Districts, Territories or Colonies of

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         the United States, and in any and all foreign countries, subject to the
         laws of such State, District, Territory, Colony or Country.

                  In general, to carry on any outer business in connection with
         the foregoing, whether manufacturing or otherwise, and to have and
         exercise all the powers conferred by the laws of Delaware upon
         corporations formed under the law hereinafter referred to and to do any
         or all of the things hereinbefore set forth to the same extent as
         natural persons might or could do.

                  The foregoing clauses shall be construed both as objects and
         powers; and it is hereby expressly provided that the foregoing
         enumeration of specific powers shall not be held to limit or restrict
         in any manner the powers of this corporation.

                  FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 12,200,000 consisting of
12,000,000 shares of Common Stock of the par value of $1 each (hereinafter
collectively referred to as the "Common Stock"), and 200,000 shares of Preferred
Stock, of the par value of $100 each (hereinafter referred to as the "Preferred
Stock"), issuable in series in accordance with paragraph 1 below.

                  The following is a description of each of the classes of stock
of the corporation and a statement of the powers, preferences and rights of such
stock, and the qualifications, limitations and restrictions thereof:

                  1. (a) The Preferred Stock shall be issued, from time to time,
in one or more series, and the series shall be known and designated by such
appropriate designations as may be stated and expressed in such resolution or
resolutions providing for the issue of the stock of such series as may be
adopted by the Board of Directors from time to time, a copy of which resolution
or resolutions shall have been set forth in a certificate made, executed,
acknowledged, filed and recorded in the manner required by the laws of the State
of Delaware in order to make the same effective. Each series shall consist of
such number of shares as shall be stated and expressed in such resolution or
resolutions, providing for the issue of the stock of such series, as may be
adopted by the Board of Directors from time to time, together with such
additional number of shares as the Board of Directors by resolution or
resolutions may from time to time determine to issue as a part of such series;
provided, however, that the maximum number of shares of any series may be fixed
in the initial resolution providing for the issue of such series, and the total
number of shares of Preferred Stock of all series shall not exceed in the
aggregate 200,000 shares. All shares of any one series of such Preferred Stock
shall be alike in every particular except that shares issued at different times
may accumulate dividends from different dates. The Board of Directors shall have
power and authority to state and determine, in the resolution or resolutions
providing for the issue of each series of Preferred Stock the number of shares
of such series authorized to be issued, the voting powers (if any) and the
designations, preferences and relative, participating, optional or other rights
appertaining to such series, and the qualifications, limitations or restrictions
thereof (including, but not by way of limitation, full power and authority to
determine as to the Preferred Stock of such series, the rate or rates of
dividends payable thereon, the times of payment of such dividends, the prices
and manner upon which the same may be redeemed, the amount or amounts payable
thereon in the event of liquidation, dissolution or winding up of the
corporation, and the rights (if any) to convert the same into, and/or to



<PAGE>

purchase, stock of any other class or series). The Board of Directors may from
time to time decrease the number of shares of any series of Preferred Stock (but
not below the number thereof then outstanding) by providing that any unissued
shares previously assigned to such series shall no longer constitute part
thereof and may assign such unissued shares to an existing or newly created
series. Resolution or resolutions adopted pursuant to this paragraph 1 shall
have no provisions which are inconsistent with the corporation's Certificate of
Incorporation, as amended, applicable to all Series of Preferred Stock.

                  (b) The foregoing provisions of this paragraph 1 with respect
to the creation or issuance of additional series of Preferred Stock shall be
subject to any additional conditions with respect thereto which may be contained
in any resolutions then in effect which shall have theretofore been adopted in
accordance with the foregoing provisions of this paragraph 1 with respect to any
then outstanding series of Preferred Stock.

                  2. All shares of Preferred Stock shall have the same powers,
preferences and rights, and shall be subject to the same qualifications,
limitations or restrictions, without distinction as between series, except as
provided herein or in resolutions of the Board of Directors pursuant to
paragraph 1 above.

                  3. The holders of Preferred Stock shall be entitled to
receive, and the corporation shall be obligated to pay, when and as declared by
the Board of Directors of the corporation, out of any legally available surplus
or net earnings or other legally available funds of the corporation,
preferential cumulative dividends (which shall accumulate whether or not earned
or declared) at the rates and at payment dates as may be designated by
resolution of the Board of Directors for the shares of each series of such
Preferred Stock established by the Board of Directors of the corporation in
accordance with paragraph 1 above. The holders of Preferred Stock shall not be
entitled to receive any dividends over and above such preferential dividends.
Such preferential dividends shall be paid or declared and set apart for payment
in full for all previous dividend periods as to the Preferred Stock of each
series, before or concurrently with the declaration or payment of or setting
apart of any funds or assets for payment of any dividends on, or the making of
or the setting apart of any funds or assets for any distribution with respect
to, the Common Stock. If any dividends are paid on any of the Preferred Stock at
any time in an aggregate amount less than the total dividends then accumulated
and payable on all of the Preferred Stock then outstanding, the amount to be
distributed shall be paid on each series of Preferred Stock in the proportions
that the dividends then accumulated and payable on each series bears to the
total dividends then accumulated and payable on all outstanding series of
Preferred Stock.

                  4. At any time after all preferential dividends on the
Preferred Stock for all previous dividend payment periods shall have been paid
or declared and set apart for payment, the Board of Directors may (subject to
any conditions with respect thereto that may be contained in any then effective
resolutions adopted in accordance with the provisions of paragraph 1 hereof)
declare dividends on the Common Stock out of any legally available surplus or
net earnings.

                  5. Any Preferred Stock purchased or redeemed for the account
of any retirement fund established by the Board of Directors in respect of any



<PAGE>

series of Preferred Stock issued in accordance with paragraph 1 above may not be
reissued but shall be cancelled and retired.

                  6. In the event of any liquidation, dissolution or winding up
of the corporation or any distribution of its assets, whether voluntary or
involuntary, the holders of the outstanding Preferred Stock of each series shall
be entitled to receive out of the assets of the corporation, before any payment
or distribution is made out of said assets to the holders of the Common Stock,
such amount as is determined by resolution of the Board of Directors
establishing said series in accordance with paragraph 1 above, together with an
additional amount equal to all accrued and unpaid dividends thereon (whether or
not earned or declared) to the date payment is made available to the holders of
Preferred Stock, without preference or priority of any series over any other
series. If less than such full amounts are paid or set apart for payment to
holders of Preferred Stock, any amount so paid or payable shall be paid on each
series of Preferred Stock in proportion to the respective amounts payable to
each of the series in full payment. After payment or the setting apart for
payment to the holders of each series of Preferred Stock of the preferential
amounts so payable to them, all the remaining assets of the corporation shall
belong to and be distributable pro rata to the holders of Common Stock.

                  7. (a) The holders of the Common Stock shall be entitled to
one vote for each share thereof held at any meeting of the shareholders of the
corporation.

                  (b) The rights of the Common Stock in the event of liquidation
are set forth at the conclusion of paragraph 6.

                  8. No holder or owner of any share of stock of the corporation
shall have any pre-emptive right to acquire additional shares of stock of any
class of the corporation, or obligations convertible into shares of any class of
stock of the corporation.

                  FIFTH: The amount of capital with which this corporation will
commence business is ten (10) shares.

                  SIXTH: The names and places of residence of the original
subscribers to the capital stock and the number of shares subscribed for by each
are as follows:

         NAME                        RESIDENCE                   NO. OF SHARES
A. L. Miller                   Wilmington, Delaware                     4
A. V. Lane                     Wilmington. Delaware                     3
C. S. Peabbles                 Wilmington, Delaware                     3

                  SEVENTH: (a) Except as set forth in paragraph (d) of this
Article, and in addition to such vote as may be required by the terms of any
series of Preferred Stock then outstanding, the affirmative vote of the holders
of 75% of the voting power of all of the stock of this corporation entitled to
vote in elections of directors shall be required:

                    (i) for a merger or consolidation of this corporation or any
               subsidiary thereof with or into any other corporation, or

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                    (ii) for any sale or lease of all or any substantial part of
               the assets of this corporation or any subsidiary thereof to any
               other corporation, person or other entity, or

                    (iii) for any sale or lease to this corporation or any
               subsidiary thereof of any assets (except assets having an
               aggregate fair market value of less than $5,000,000) in exchange
               for voting securities (or securities convertible into voting
               securities or options, warrants or rights to purchase voting
               securities convertible into voting securities) of this
               corporation or any subsidiary by any other corporation, person or
               other entity, if as of the record date for the determination of
               stockholders entitled to notice thereof and to vote thereon such
               other corporation, person or other entity which is party to such
               a transaction is the beneficial owner, directly or indirectly, of
               5% or more in number of shares of the outstanding shares of any
               class of stock of this corporation entitled to vote in elections
               of directors.

                  (b) For purposes of this Article, any corporation, person or
other entity shall be deemed to be the beneficial owner of any shares of stock
of this corporation.

                    (i) which it owns directly, whether or not of record; or

                    (ii) which it has the right to acquire pursuant to any
               agreement or understanding or upon exercise of conversion rights,
               warrants or options or otherwise, whether or not presently
               exercisable; or

                    (iii) which are beneficially owned, directly or indirectly
               (including shares deemed to be owned through application of
               clause (ii) above) by an "affiliate" or "associate" as those
               terms are defined herein; or

                    (iv) which are beneficially owned, directly or indirectly by
               any other corporation, person or entity (including any shares
               which such other corporation, person or entity has the right to
               acquire pursuant to any agreement or understanding or upon
               exercise of conversion rights, warrants or options or otherwise,
               whether or not presently exercisable) with which it or its
               "affiliates" or "associates" has any agreement or arrangement or
               understanding for the purpose of acquiring, holding, voting or
               disposing of stock of this corporation.

                  For the purposes of this Article SEVENTH, the outstanding
shares of stock of this corporation shall include shares deemed owned through
the application of clauses (b)(ii), (iii) and (iv) above, but shall not include
any other shares which may be issuable pursuant to any agreement or upon
exercise of conversion rights, warrants, options or otherwise.

                  For the purposes of this Article SEVENTH, the term "affiliate"
shall mean any person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such corporation, person or other entity. The "control" (including the terms
"controlling," "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the

<PAGE>

direction of the management and policies of a corporation, person or other
entity, whether through the ownership of voting securities, by contract or
otherwise.

                  For the purposes of this Article SEVENTH, the term "associate"
shall mean (1) any corporation or organization (other than this corporation or a
majority-owned subsidiary of this corporation) of which such corporation, person
or other entity is an officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity securities; (2) any trust
or other estate in which such corporation, person or other entity has a
substantial beneficial interest or as to which such corporation, person or other
entity serves as a trustee or in a similar fiduciary capacity; and (3) any
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person or who is a director or officer of this corporation or
any of its subsidiaries.

                  (c) The Board of Directors shall have the power and duty to
determine for the purpose of this Article SEVENTH on the basis of information
known to the Board of Directors of this corporation, whether

                    (i) such other corporation, person or other entity
               beneficially owns more than 5% in number of shares of the
               outstanding shares of any class of stock of this corporation
               entitled to vote in elections of directors;

                    (ii) a corporation, person or other entity is an "affiliate"
               or "associate" (as defined in paragraph (b) above) of another;
               and

                    (iii) the assets being acquired by this corporation, or any
               subsidiary thereof, have an aggregate fair market value of less
               than $5,000,000.

                  Any such determination shall be conclusive and binding for all
purposes of this Article SEVENTH.

                  (d) The provisions of this Article SEVENTH shall not apply to
any merger or other transaction referred to in this Article SEVENTH with any
corporation, person or other entity if (1) the Board of Directors of this
corporation has approved a memorandum of understanding with such other
corporation, person or other entity with respect to such transaction prior to
the time that such other corporation, person or other entity shall have become a
beneficial owner of more than 5% in number of shares of the outstanding shares
of stock of any class of this corporation entitled to vote in elections of
directors; or (2) if such transaction is otherwise approved by the Board of
Directors of this corporation, provided that a majority of the members of the
Board of Directors voting for the approval of such transaction were duly elected
and acting members of the Board of Directors prior to the time that such other
corporation, person or other entity shall have become a beneficial owner of more
than 5% in number of shares of the outstanding shares of stock of any class of
this corporation entitled to vote in elections of directors. In addition, the
provisions of this Article SEVENTH shall not apply to any merger or other
transaction referred to in this Article SEVENTH with a subsidiary (which term
shall mean a corporation of which a majority of the outstanding shares of stock
entitled to vote in elections of directors is owned by this corporation
directly, and/or indirectly through one or more other subsidiaries).


<PAGE>

                  EIGHTH: The Board of Directors of the corporation, when
evaluating any offer of another party to (a) make a tender or exchange offer for
any equity security of the corporation; (b) merge or consolidate the corporation
with another corporation; or (c) purchase or otherwise acquire all or
substantially all of the properties and assets of the corporation, shall, in
connection with the exercise of its judgment in determining what is in the best
interests of the corporation and its stockholders, give due consideration to
such factors as the Board of Directors determines to be relevant, including,
without limitation, the social, legal and economic effects of the proposed
transaction upon employees, customers, suppliers, and other affected persons,
firms and corporations and on the communities in which the corporation and its
subsidiaries operate or are located.

                  NINTH: In furtherance, and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:

                  To fix the amount to be reserved as working capital over and
above its capital stock paid, in, to authorize and cause to be executed
mortgages and liens upon the real and personal property of this corporation.

                  From time to time to determine whether and to what extent, and
at what times and places, and under what conditions and regulations, the
accounts and books of this corporation (other than the stock ledger), or any of
them, shall be open to inspection of stockholders; and no stockholder shall have
any right of inspecting any account, book or document of this corporation except
as conferred by statute, unless authorized by a resolution of the stockholders
or directors.

                  By resolution or resolutions, passed by a majority of the
whole board to designate one or more committees, each committee to consist of
two or more of the directors of the corporation, which, to the extent provided
in said resolution or resolutions, or in the by-laws of the corporation, shall
have and may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may have power to authorize the
seal of the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in the
by-laws of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.

                  This corporation may in its by-laws confer powers upon its
directors in addition to the foregoing, and in addition to the powers and
authorities expressly conferred upon them by the statute.

                  Both stockholders and directors shall have power, if the
by-laws so provide, to hold their meetings, and to have one or more offices
within or without the State of Delaware, and to keep the books of this
corporation (subject to the provisions of the statutes), outside of the State of
Delaware at such places as may be from time to time designated by the Board of
Directors.

                  TENTH: By-laws of the corporation may be adopted, amended or
repealed by the affirmative vote of a majority of the total number of directors
(fixed by such by-laws as in effect immediately prior to such vote) or by the
affirmative vote of the holders of 75% of the voting power of the corporation's
stock outstanding and entitled to vote thereon. Such by-laws may contain any

<PAGE>

provision for the regulation and management of the affairs of the Corporation
and the rights or powers of its stockholders, directors, officers or employees
not inconsistent with the laws of the State of Delaware.

                  ELEVENTH: At the 1980 annual meeting of stockholders of the
corporation, the directors shall be divided into three classes, as nearly equal
in number as may be, the term of office of those of the first class to expire at
the first annual meeting of stockholders after their election, the term of
office of those of the second class to expire at the second annual meeting of
stockholders after their election, and the term of office of those of the third
class to expire at the third annual meeting of stockholders after their
election. At each annual election held after such initial classification and
election, directors elected to succeed those whose terms expire shall be elected
for a term of office to expire at the third annual meeting of stockholders after
their election.

                  Newly created directorships resulting from any increase in the
authorized number of directors and vacancies in the Board of Directors from
death, resignation, retirement, disqualification, removal from office or other
cause, shall be filled by a majority vote of the directors then in office, and
directors so chosen shall hold office for a term expiring at the annual meeting
at which the term of the class to which they shall have been elected expires. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

                  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, (a) any director, or the entire Board of
Directors, may be removed at any time, but only for cause; and (b) the
affirmative votes of the holders of 75% of the voting power of all of the stock
of the corporation entitled to vote in the election of directors shall be
required to remove a director from office. The stockholders of the corporation
are expressly prohibited from cumulating their votes in any election of
directors of the corporation.

                  TWELFTH: Special meetings of the stockholders of the
corporation for any purpose or purposes may be called at any time by the Board
of Directors or by a committee of the Board of Directors which has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in the by-laws of the corporation,
include the power to call such meetings, but such special meetings may not be
called by any other person or persons; provided, however, that if and to the
extent that any special meeting of stockholders may be called by any other
person or persons by the terms of any series of Preferred Stock then
outstanding, then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so specified.

                  THIRTEENTH: No action required or permitted to be taken at any
annual or special meeting of the stockholders of the corporation may be taken
without a meeting and the power of stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.

                  FOURTEENTH: The corporation reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this


<PAGE>

reservation. Notwithstanding any other provision of the Certification of
Incorporation or the by-laws of this corporation (and in addition to any other
vote that may be required by law, by the terms of any series of Preferred Stock
then outstanding, this Certificate of Incorporation, or by the by-laws of this
corporation), the affirmative vote of the holders of 75% of the voting power of
all stock of this corporation entitled to vote in elections of directors shall
be required to amend, alter, change or repeal Article SEVENTH, EIGHTH, NINTH,
TENTH, ELEVENTH, TWELFTH, THIRTEENTH AND FOURTEENTH of this Certificate of
Incorporation.

                                      * * *

                         CERTIFICATE OF ADOPTION OF THE
                    RESTATED CERTIFICATE OF INCORPORATION OF
                             THOMAS INDUSTRIES INC.

                  THOMAS INDUSTRIES INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby certify
as follows:

                  The Board of Directors of Thomas Industries Inc., at a meeting
of its members held on September 27, 1984, duly adopted resolutions setting
forth the foregoing Restated Certificate of Incorporation of the corporation,
which only restates and integrates and does not further amend the provisions of
the corporation's Certificate of Incorporation, as amended thereafter, all in
accordance with the provisions of Section 245 of the General Corporation Law of
the State of Delaware.

                  IN WITNESS WHEREOF, said Thomas Industries Inc. has caused
this certificate to be signed by its President and attested by its secretary,
this 27th day of September, 1984.

ATTEST:                                          THOMAS INDUSTRIES INC.



/s/ Edward Schady                                By: /s/ Thomas R. Fuller
---------------------------------------             ----------------------------
      Edward Schady, Secretary                      Thomas R. Fuller, President



<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION


                  THOMAS INDUSTRIES INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

                  FIRST: That the Board of Directors of Thomas Industries Inc.,
by unanimous written consent dated March 1, 1985, duly adopted resolutions
setting forth a proposed amendment to the Restated Certificate of Incorporation
of said corporation, declaring said amendment advisable and directing that the
proposed amendment be considered at the next annual meeting of stockholders for
their approval. The proposed amendment is as follows:

                  The Restated Certificate of Incorporation of Thomas Industries
Inc. shall be amended by changing Article FOURTH to read in its entirety as
follows:

                  FOURTH: The total number of shares of stock of all classes
which the Corporation has authority to issue is Twenty-Seven Million
(27,000,000) shares of which Twenty-Four Million ( 24,000,000) shares shall be
Common Stock, with a par value of One Dollar ($1.00) per share, and Three
Million (3,000,000) shares shall be Preferred Stock, with a par value of One
Dollar ($1.00) per share.

                  The designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions of the shares of each class of
stock are as follows:

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

<PAGE>

                    (i) the distinctive serial designation of such series and
               the number of shares constituting such series (provided that the
               aggregate number of shares constituting all series of Preferred
               Stock shall not exceed Three Million (3,000,000));

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

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

                    (iv) the obligation, if any, of the Corporation to retire
               shares of such series pursuant to a sinking fund;

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

                    (vi) whether the shares of such series shall have voting
               rights, in addition to the voting rights provided, by law, and,
               if so, the terms of such voting rights;

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

                    (viii) ant other relative rights, powers, preferences,
               qualifications, limitations or restrictions thereof relative to
               such series.

                  The shares of Preferred Stock of any one series shall be
identical with each other in all respects except as to the dates from and after
which dividends thereon shall cumulate, if cumulative.

                  The number of authorized shares of Preferred Stock may be
increased or decreased by the affirmative vote of the holders of a majority of
the stock of the Corporation entitled to vote without the separate vote of
holders of Preferred Stock as a class.

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

                    (i) dividends may be declared and paid or set apart for
               payment upon the Common Stock out of any assets or funds of the
               Corporation legally available for the payment of dividends;

<PAGE>

                    (ii) the holders of Common Stock shall have the exclusive
               right to vote for the election of directors and on all other
               matters requiring stockholder action, each share being entitled
               to one vote; and

                    (iii) upon the voluntary or involuntary liquidation,
               dissolution or winding up of the Corporation, the net assets of
               the Corporation shall be distributed pro rata to the holders of
               the Common Stock in accordance with their respective rights and
               interests.

                  (c) No holder of any stock of the Corporation shall be
entitled as such, as a matter of right, to subscribe for or purchase any part of
any new or additional issue of stock of any class whatsoever of the Corporation,
or of securities convertible into stock of any class whatsoever, whether now or
hereafter authorized or whether issued for cash or other consideration or by way
of dividend.

                  SECOND: That thereafter on April 18, 1985, the annual meeting
of the stockholders of the corporation was held, due notice thereof and of the
said proposed amendment having been given as provided in the By-laws of the
corporation and the laws of the State of Delaware and by resolution of the Board
of Directors, to each stockholder of record to vote thereat and anon said
amendment, and at said meeting of the stockholders, the amendment as aforesaid
was presented for consideration and was approved by a vote of more than 50% of
the outstanding shares of stock of the corporation as required by the laws of
the State of Delaware.

                  THIRD: That by virtue of the above described proceedings, the
said proposed amendment to the Restated Certificate of Incorporation of the
corporation has been duly adopted in accordance with the provisions of Section
242 of the Delaware General Corporation Law.

                  FOURTH: That the capital of said corporation will not be
reduced under or by reason of said amendment.

<PAGE>

                  IN WITNESS WHEREOF, said THOMAS INDUSTRIES INC. has caused
this certificate to be signed by its President and its Secretary this 18th day
of April, 1985.

                                              THOMAS INDUSTRIES INC.


                                              By: /s/ Thomas R. Fuller
                                                 -------------------------------
                                                    Thomas R. Fuller, President

ATTEST

/s/ Edward Schady
--------------------------------
    Edward Schady, Secretary



<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             THOMAS INDUSTRIES INC.
                         ------------------------------


                  THOMAS INDUSTRIES INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

                  FIRST: That the Board of Directors of the Corporation, at a
meeting of the Board of Directors, duly adopted resolutions setting forth a
proposed amendment to the Restated Certificate of Incorporation of the
Corporation, declared said amendment to be advisable and directed that the
following proposed amendment be submitted to the shareholders of the Corporation
for consideration at the Annual Meeting of Shareholders:

                  RESOLVED, that the Restated Certificate of Incorporation of
the Corporation shall be amended to add a new Article FIFTEENTH to be and read
in its entirety as follows:

                  "FIFTEENTH: A Director of this corporation shall not be
         personally liable to the corporation or its shareholders for monetary
         damages for breach of fiduciary duty as a director, except that this
         Article FIFTEENTH shall not eliminate or limit a Director's liability
         (i) for any breach of the Director's duty of loyalty to the corporation
         or its shareholders, (ii) for acts or omissions not in good faith or
         which involve intentional misconduct or a knowing violation of law,
         (iii) under Section 174 or the Delaware General Corporation Law, or
         (iv) for any transaction from which the Director derived an improper
         personal benefit.

                  If the Delaware General Corporation Law is amended after
         approval by the shareholders of this Article FIFTEENTH to authorize
         corporate action further eliminating or limiting the personal liability
         of directors, then the liability of a Director of the corporation shall
         be eliminated or limited to the fullest extent permitted by the
         Delaware General Corporation Law, as so amended from time to time.

                  Any repeal or modification of this Article FIFTEENTH shall not
         increase the personal liability of any Director of this corporation for
         any act or occurrence taking place prior to such repeal or
         modification, or otherwise adversely affect any right or protection of

<PAGE>

         a Director of the corporation existing at the tine of such repeal or
         modification.

                  The provisions of this Article FIFTEENTH shall not be deemed
         to limit or preclude indemnification of a Director by the corporation
         for any liability of a Director which has not been eliminated by the
         provisions of this Article FIFTEENTH."

                  SECOND: That the above amendment was approved by the
affirmative vote of a majority of the outstanding stock of the Corporation
entitled to vote thereon at the 1987 Annual Meeting of the Shareholders of the
Corporation in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

                  IN WITNESS WHEREOF, THOMAS INDUSTRIES INC. has caused this
Certificate of Amendment to be executed by its President and Secretary this 26
day of May, 1987.

                                                /s/ Thomas R. Fuller
                                         ---------------------------------------
                                                Thomas R. Fuller
                                                 President

ATTEST


/s/ Phillip J. Stuecker
-----------------------------------
Phillip J. Stuecker
Secretary



<PAGE>




                   CERTIFICATE OF DESIGNATION, PREFERENCES AND
                   -------------------------------------------
                    RIGHTS OF SERIES A JUNIOR PREFERRED STOCK
                    -----------------------------------------

                                       OF
                                       --

                             THOMAS INDUSTRIES INC.

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


                  We, C. Barr Schuler, Vice President, and Phillip J. Stuecker,
Secretary, of THOMAS INDUSTRIES INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware, in accordance with the
provisions of Section 103 thereof, DO HEREBY CERTIFY:

                  That pursuant to the authority conferred upon the Board of
Directors by Article Fourth the Certificate of Incorporation of said
Corporation, and in accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, its Board of Directors on December 23,
1987, adopted the following resolution creating a series of its Preferred Stock,
par value $1.00 per share, designated as Series A Junior Preferred Stock:

                  RESOLVED, that pursuant to the authority vested in the Board
of Directors of this Corporation in accordance with the provisions of Article
Fourth its Certificate of Incorporation, a series of Preferred Stock, par value
$1.00 per share, of the Corporation be and it hereby is created, and that the
designation and amount thereof and the voting powers, preferences and relative,
participating, optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof are as follows:

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Preferred Stock" (the "Series Preferred
Stock") and the number of shares constituting such series shall be 240,000.

                  Section 2. Dividends and Distributions.

                  (A) The holders of shares of Series Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the fifteenth day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $2.50, or (b)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series Preferred Stock. In the event the

<PAGE>

Corporation shall at any time declare or pay any dividend or Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each of those cases
the multiplier set forth in clause (b) of the preceding sentence shall be
adjusted by multiplying such multiplier 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.

                  The Corporation shall declare a dividend or distribution on
the Series Preferred Stock as provided in this paragraph (A) immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock, provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $2.50 per share on the Series
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

                  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares of Series 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 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 Preferred Stock in on
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 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 fined for the
payment thereof.

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

                  (A) Subject to the provision for adjustment hereinafter set
forth, each share of Series Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock; or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then is each such case the number of votes per share to which
holders of shares of Series 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


<PAGE>

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 herein or by law, the holders
of shares of Series Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.

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

                  (ii) During any default period, such voting right of the
         holders of Series Preferred Stock may be exercised initially at a
         special meeting called pursuant to subparagraph (iii) of this Section
         3(C) or at any annual meeting of stockholders, provided that such
         voting right shall not be exercised unless the holders of 25% in number
         of shares of Preferred Stock outstanding shall be present in person or
         by proxy. The absence of a quorum of the holders of Common Stock shall
         not affect the exercise by the holders of Preferred Stock of such
         voting right. After the holders of the Preferred Stock shall have
         exercised their right to elect Directors in any default period and
         during the continuance of such period, the number of Directors shall
         not be increased or decreased except by vote of the holders of
         Preferred Stock as herein provided.

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

<PAGE>

         period within 60 days immediately preceding the date fixed for the next
         annual meeting of the stockholders.

                  (iv) In any default period the holders of Common Stock, and
         other classes of stock of the Corporation, if applicable, shall
         continue to be entitled to elect the whole number of Directors then
         otherwise authorized.

                  (v) The Directors elected by the holders of Preferred Stock
         shall continue in office until the next annual meeting of stockholders
         and until their successors shall have been elected by such holders or
         until the expiration of the default period. Any vacancy in the Board of
         Directors may be filed by vote of a majority of the remaining Directors
         theretofore elected by the holders of the class of stock which elected
         the Director whose office shall have become vacant. References in this
         paragraph (C) to Directors elected by the holders of a particular class
         of stock shall include Directors elected by such Directors to fill
         vacancies as provided in the foregoing sentence.

                  (vi) Immediately upon the expiration of a default period, (x)
         the right of the holders of Preferred Stock as a class to elect
         Directors shall cease, (y) the term of any Directors elected by the
         holders of Preferred Stock as a class shall terminate, and (z) the
         number of Directors shall be such number as may then be authorized by
         the Board of Directors.

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

                  Section 4. Certain Restrictions.

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

<PAGE>

         Series 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 Preferred Stock; or

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

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

                  Section 5. Reacquired Shares. Any shares of Series 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.

                  Section 6. Liquidation, Dissolution or Winding Up. Upon any
voluntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series Preferred Stock unless, prior thereto, the holders of shares of Series
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, provided that the holders of shares of Series
Preferred Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
tines the aggregate amount to be distributed per share to holders of Common
Stock, or (2) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series
Preferred Stock, except distributions made ratably on the Series Preferred Stock
and all other such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) 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

<PAGE>

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

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

                  Section 8. No Redemption. The shares of Series Preferred Stock
shall not be redeemable.

                  Section 9. 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 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 Preferred Stock, voting
together as a single class.

                  IN WITNESS WHEREOF, we have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of perjury
this twenty-third day of December, 1987.

                                         /s/ C. Barr Schuler
                                         ---------------------------------------
                                         C. Barr Schuler, Vice President



                                                     ATTEST


                                         /s/ Phillip J. Stuecker
                                         ---------------------------------------
                                         Phillip J. Stuecker, Secretary





<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             THOMAS INDUSTRIES INC.
                         -------------------------------


                  THOMAS INDUSTRIES INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
("Corporation"), DOES HEREBY CERTIFY:

                  FIRST: That the Board of Directors of the Corporation, at a
meeting of the Board of Directors, duly adopted resolutions setting forth a
proposed amendment to the Restated Certificate of Incorporation of the
Corporation, declared said amendment to be advisable and directed that the
following proposed amendment be submitted to the shareholders of the Corporation
for consideration at the 1988 Annual Meeting of Shareholders.

                  RESOLVED, that the Restated Certificate of Incorporation of
the Corporation shall be amended such that the first paragraph thereof is to
read as follows:

                  "FOURTH: The total number of shares of stock of all classes
         which the Corporation has authority to issue is Sixty Three Million
         (63,000,000) shares, of which Sixty Million (60,000,000) shares shall
         be Common Stock, with a par value of One Dollar ($1.00) per share, and
         Three Million (3,000,000) shares shall be Preferred Stock, with a par
         value of One Dollar ($1.00) per share."

                  SECOND: That the above amendment was approved by the
affirmative vote of a majority of the outstanding stock of the Corporation
entitled to vote thereon at the 1988 Annual Meeting of the Shareholders of the
Corporation in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.


<PAGE>

                  IN WITNESS WHEREOF, THOMAS INDUSTRIES INC. has caused its seal
to be hereunto affixed and this Certificate of Amendment to be signed by its
President and its Secretary and Treasurer this 21st day of April, 1988.

                                               THOMAS INDUSTRIES, INC.



                                               By:  /s/ Thomas R. Fuller
                                                  ------------------------------
                                                        Thomas R. Fuller
                                                            President


ATTEST:


By: /s/ Phillip J. Stuecker
   ---------------------------------
         Phillip J. Stuecker
         Secretary and Treasurer



<PAGE>



                                       A-1

              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
                       SERIES B JUNIOR PREFERRED STOCK OF
                             THOMAS INDUSTRIES, INC.

             PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE


         We, Timothy C. Brown, Chairman of the Board, and Phillip J. Stuecker,
Secretary, of THOMAS INDUSTRIES INC., a corporation organized and existing under
the General Corporation law of the State of Delaware, in accordance with the
provisions of Section 103 thereof, DO HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
Article Fourth the Certificate of Incorporation of the Corporation, and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, its Board of Directors on December 10, 1997, adopted the
following resolution creating a series of its Preferred Stock, par value $1.00
per share, designated as Series B Junior Preferred Stock:

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation, in accordance with the provisions of its Articles
of Incorporation, as amended, a series of Preferred Stock, Series B (the
"Preferred Stock"), be and it hereby is, created, and that the designations and
amount thereof and the relative rights, preferences and limitations of the
shares of such series and the qualifications, limitations or restrictions
thereof are as follows:

         Section 1. Designation and Amount. The shares of the series shall be
designated as "Series B Junior Preferred Stock" (the "Series Preferred Stock")
and the number of shares constituting the series shall be 300,000.

         Section 2. Dividends and Distributions.

         (A) The holders of shares of Series Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
fifteenth day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Divided Payment Date"), commencing
on the first Quarterly Dividend Payment Date after the first issuance of a share
or fraction of a share of Series Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $2.50, or (b) subject
to the provision for adjustment hereinafter set forth, 100 times the aggregate
per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series Preferred Stock. In the event the
Corporation shall at any time declare or pay any dividend on Common Stock

<PAGE>

payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each of those cases
the multiplier set forth in clause (b) of the preceding sentence shall be
adjusted by multiplying such multiplier 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.

         The Corporation shall declare a dividend or distribution on the Series
Preferred Stock as provided in this paragraph (A) immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $2.50 per share on the Series Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

Dividends shall begin to accrue and be cumulative on outstanding shares of
Series Preferred Stock from the Quarterly Dividend Payment Date next preceding
the date of issue of such shares of Series 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 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 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 Preferred Stock entitled to
received 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.

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

(A) Subject to the provision for adjustment hereinafter set forth, each share of
Series Preferred Stock shall entitled the holder thereof to 100 votes on all
matters submitted to a vote of the stockholders of the Corporation. In the event
the Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock; or effect a subdivision or combination of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number o f shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Series B 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.

<PAGE>

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

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

(ii) During any default period, such voting right of the holders of Series
Preferred Stock may be exercised initially at a special meeting called pursuant
to subparagraph (iii) of this Section 3(C) or at any annual meeting of
stockholders, provided that such voting right shall not be exercised unless the
holders of 25% in number of shares of Preferred Stock outstanding shall be
present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right. After the holders of Preferred Stock shall have exercised their
right to elect Directors in any default period and during the continuance of
such period, the number of Directors shall not be increased or decreased except
by vote of the holders of Preferred Stock as herein provided.

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

         (iv) In any default period the holders of Common Stock, and other
classes of stock of the Corporation, if applicable, shall continue to be
entitled to elect the whole number of Directors then otherwise authorized.

         (v) The Directors elected by the holders of Preferred Stock shall
continue in office until the next annual meeting of stockholders and until their
successors shall have been elected by such holders or until the expiration of



<PAGE>

the default period. Any vacancy in the Board of Directors may be filled by vote
of a majority of the remaining Directors theretofore elected b the holders of
the class of stock which elected the Director whose office shall have become
vacant. Reference in this paragraph (C) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in the foregoing sentence.

         (vi) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall cease, (y)
the term of any Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such number as may
then be authorized by the Board of Directors.

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

         Section 4. Certain Restrictions.

         (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series 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 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
redeemed 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 Preferred Stock:

(ii) declare or pay dividends on or make any other distributions or any shares
of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series Preferred Stock, except dividends
paid ratably on the Series 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 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 Preferred Stock; or

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


<PAGE>

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

         Section 5. Reacquired Shares. Any shares of Series 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 the Preferred
Stock to be created by resolution or resolutions of the Board of Directors,
subject to the conditions and restrictions or issuance set forth herein.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any voluntary
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series
Preferred Stock unless, prior thereto, the holders of shares of Series Preferred
Stock shall have received $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, provided that the holders of shares of Series Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provisions for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of Common Stock, or (2)
to the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series Preferred Stock, except
distributions made ratably on the Series Preferred Stock and all other such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series Preferred Stock were
entitled immediately prior to such event under the proviso in clause (1) 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.

         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchange for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series Preferred Stock shall at the same time be similarly exchanged or changed
in an amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a

<PAGE>

greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change or shares of Series 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 denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         Section 8. No Redemption.  The shares of Series Preferred Stock shall
not be redeemable.

         Section 9. 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 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 Preferred Stock, voting
together as a single class.

         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this 10th day
of December 1997.



                                     /s/ Timothy C. Brown
                                     ------------------------------
                                     Timothy C. Brown
                                     Chairman of the Board



                                     /s/ Phillip J. Stuecker
                                     ------------------------------
                                     Phillip J. Stuecker, Secretary