Exhibit 3(i)

                                                                 
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            TRANSAMERICA CORPORATION


         The present name of the  corporation is TRANSAMERICA  CORPORATION.  The
corporation was incorporated  under the name TRANSAMERICA  CORPORATION by filing
of its original  certificate of incorporation with the Secretary of State of the
State  of  Delaware  on  October  11,  1928.   This  Restated   Certificate   of
Incorporation  of the  corporation  restates and integrates and does not further
amend the  provisions  of the  corporation's  Certificate  of  Incorporation  as
heretofore  amended or supplemented,  and there is no discrepancy  between those
provisions  and the provisions of this Restated  Certificate  of  Incorporation.
This Restated  Certificate of Incorporation  was duly adopted in accordance with
Section 245 of the General  Corporation  Law of the State of Delaware and hereby
restates and  integrates  the  provisions of the  corporation's  Certificate  of
Incorporation to read in its entirety as follows:


                                    ARTICLE I

         The name of this corporation is TRANSAMERICA CORPORATION.


                                   ARTICLE II

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


                                   ARTICLE III

         The  nature of the  business  of this  corporation  and the  objects or
purposes proposed to be transacted, promoted or carried on by it are as follows,
namely:

         1. To subscribe for, purchase,  acquire, invest in, hold for investment
or  otherwise,  own,  trade and  generally  deal in, and to use,  sell,  assign,
transfer, pledge, mortgage or otherwise dispose of, the stocks, bonds, and other
evidences  of  indebtedness  of any  corporation,  domestic or foreign,  public,
quasi-public  or  private,  and to possess and  exercise in respect  thereof all
rights,  powers and  privileges of  individual  owners or holders of such stock,
including the right to vote thereon and to execute proxies therefor, and also to
the extent now or hereafter  authorized or permitted by the laws of the State of
Delaware to purchase,  hold, sell,  exchange or transfer,  or otherwise deal in,
shares of its own capital stock, bonds or other obligations from time to time to
such an extent and in such manner and upon such terms as its board of  directors
shall  determine  and as the laws of  Delaware  may permit;  provided  that this
corporation  shall  not use any of its funds or  property  for the  purchase  of
shares of its own capital  stock when such use would cause an  impairment of the
capital of this corporation, and provided further that shares of its own capital
stock belonging to this corporation shall not be voted directly or indirectly.

         2. To do any and all acts and  things for the  protection,  improvement
and  enhancement in value of such  securities or of any thereof,  or designed to
accomplish any such purpose.

         3. To buy, hold, own, maintain, sell, convey, generally deal in, lease,
mortgage,  exchange and  otherwise  trade in and dispose of real property of all
kinds or any  interest  or  rights  therein,  within  and  without  the State of
Delaware  and  in  any  and  all  of  the  States,  Districts,   Territories  or
dependencies  of the  United  States  and in any and all  foreign  countries  in
accordance  with the law  thereof;  to carry on the business of  developing  and
improving real property; to build, construct,  operate, maintain, lease and sell
dwelling houses,  apartment  houses,  business blocks and buildings of all kinds
and descriptions;  to improve,  enhance in value or alter all kinds of buildings
and other real estate, both improved and unimproved;  to maintain a general real
estate agency, including the right to manage estates and to act as agent, broker
or  attorney-in-fact  for any person or  corporation;  to supervise,  manage and
protect the real property of the  corporation  and any interest or claim held by
it in the same; to have the same insured against fire and other  casualties;  to
exercise  all  rights and  powers,  to perform  all  transactions,  and in every
respect to deal with real  property to the same extent that is  permitted  under
the laws of the State of Delaware to any commercial corporation.

         4. To acquire by purchase or otherwise,  own, sell, lease, let, convey,
mortgage,  pledge, exchange,  invest in, trade in and generally deal in personal
property of every kind,  character and description without limitation in any and
all parts of the world in accordance with law to the same extent as is permitted
to any commercial corporation by the laws of the State of Delaware.

         5. To  acquire,  own,  hold and  dispose  of  grants,  concessions  and
franchises or interests therein;  to cause to be formed,  merged or reorganized,
and to promote  and aid in any way  permitted  by law the  formation,  merger or
reorganization  of any business,  concern,  firm,  association  or  corporation,
domestic or foreign,  and to do all acts and things  permitted by law tending to
aid in establishing the business and promoting the success of any such business,
concern, firm, association or corporation;  to take over properties,  manage the
affairs and  conduct the  business of such  concerns,  firms,  associations  and
corporations,  and in the  course of which  business  to  dispose  of,  deal in,
realize upon or otherwise turn to account,  and to hold, possess and improve the
property thereof, real or personal, of every kind and description, and to assume
the liabilities of any such person,  firm,  association or  corporation,  and to
take in any legal manner the whole or any part of the business or acquire and to
pledge, mortgage, sell or otherwise dispose of the same.

         6. To promote  and  assist,  financially  or  otherwise,  corporations,
domestic  or  foreign,  public,  quasi-public  or  private,  firms,  syndicates,
associations,  individuals and otherwise, and to the extent permitted by law, to
give any guarantee in  connection  therewith for the payment of money or for the
performance of any other  undertaking or obligation;  to institute,  enter upon,
assist,  promote or participate in commercial,  mercantile and industrial works,
contracts,  ventures,  enterprises  and  operations  without limit to the extent
permitted  by law,  and to aid in  procuring  necessary  means,  facilities  and
capital for the same to such extent as may be permitted by law.

         7. To act as financial  and  business  agent,  general or special,  for
domestic   and  foreign   corporations,   public,   quasi-public   and  private;
individuals,  partnerships,  associations,  firms and syndicates, and as such to
develop, improve and extend the property, trade and business thereof, and to aid
any lawful  enterprise and in connection with acting as such  representative  or
agent or broker for any  principal to give any other aid or  assistance  to such
extent as may be permitted by law.

         8. To guarantee the payment of dividends  upon stock,  or interest upon
bonds,  notes  and  other  evidences  of  indebtedness  or  obligation,  or  the
performance of the contracts or other  obligations of any corporation,  domestic
or  foreign,  public,  quasi-public  or  private,  co-partnership,  association,
syndicate,  firm or individual to such extent as may be permitted by law, and to
such extent to enter into,  make,  perform and carry out contracts of every kind
and for any lawful  purpose  with any person,  firm,  association,  corporation,
syndicate or others.

         9. To borrow  money with or without  pledge of or mortgage  upon any or
all of its  property,  real or personal,  as security,  and from time to time to
make, execute, endorse and issue bonds,  debentures,  promissory notes, bills of
exchange and other  obligations of the company for moneys borrowed or in payment
for  property  acquired or for any other  objects and purposes of the company or
its  business,  and to secure the payment of any such  obligations  by mortgage,
pledge, deed, deed of trust, indenture,  agreement or other instrument of trust,
or by other lien upon,  assignment of or agreement in respect to all or any part
of the property, rights, privileges or franchises of this corporation,  wherever
situated, whether now owned or hereafter to be acquired.

         10.  To apply  for,  obtain,  register,  purchase,  lease or  otherwise
acquire, hold, own, use, operate,  introduce,  develop or control, sell, assign,
or otherwise  dispose of, take or grant licenses,  patents,  inventions,  patent
rights,  copyrights,  privileges,  improvements,  processes,  trade marks, trade
names, formulae,  labels,  designs,  brands and blends and any interest therein,
and  similar  rights of any and all kinds and  whether  granted,  registered  or
established  by or under the laws of the  United  States or of any other  State,
Country or sovereign, and to use, improve, exercise,  develop, grant licenses in
respect of,  sell,  trade in or otherwise  turn to account the same;  to acquire
water and  water  rights  within  and  without  the  State of  Delaware  for all
purposes,  to promote  irrigation,  construct and maintain dams, levees,  weirs,
canals,  ditches,  and do all other acts  necessary  to secure,  impound and use
water  for  irrigation,  drainage  and other  purposes  so far as can be done in
accordance with law.

         11. To act as insurance agent for any fire, accident, life, casualty or
other  insurance  company,  and  generally  to  conduct  and  maintain a general
insurance  brokerage and commission  business,  and generally deal in, place and
contract,  either  on  commission  or  otherwise,  insurance  of  every  kind or
character;  to  become a member  of any  brokers  or  other  insurance  board or
organization, convenient or proper for the carrying on of any such business.

         12. To act as trustee under deeds of trust securing obligations for the
payment of money, or otherwise act as trustee to such extent as may be permitted
by the laws of Delaware or by the laws of any state in which this company may do
business.

         13. To organize or cause to be organized under the laws of the State of
Delaware, or of any other state, district,  territory, province or government, a
corporation or corporations for the purpose of  accomplishing  any or all of the
objects for which this  corporation  is  organized,  and to  dissolve,  wind up,
liquidate, merge or consolidate any such corporation or corporations or to cause
the same to be dissolved, wound up, liquidated, merged or consolidated.

         14. To carry on any other lawful business  whatsoever which may seem to
the corporation capable of being carried on in connection with the foregoing, or
calculated  directly or indirectly to promote the interest of the corporation or
to enhance the value of its properties;  and to have, enjoy and exercise all the
rights,  powers and privileges which are now or which may hereafter be conferred
upon corporations organized under the same statutes as this corporation.

         15.  To do a  general  financial,  industrial,  mining,  manufacturing,
shipping, importing and exporting, brokerage,  merchandising,  farming business,
and to engage in any other  business  or  transaction  permitted  by the laws of
Delaware to any commercial corporation.

         16. In the acquisition of any property, real or personal,  hereinbefore
mentioned,  or of any shares of stock,  debentures,  bonds or other evidences of
indebtedness,  or any other rights or privileges of any kind or character,  this
corporation may issue in payment thereof, in whole or in part, shares of its own
capital stock,  or otherwise pay for the same in shares of its own capital stock
or in the bonds or other evidences of indebtedness  issued by this  corporation,
and the board of directors of this corporation shall have the right to determine
the value to be placed on any such shares,  bonds or other  indebtedness of this
corporation so issued or exchanged.

         17.  To  conduct  its  business  (including  the  holding,  purchasing,
mortgaging  and  conveying  of real  and  personal  property)  in the  State  of
Delaware, other States, the District of Columbia, the territories,  colonies and
possessions of the United States and in foreign countries;  and to maintain such
offices  either  within or without the State of  Delaware as may be  convenient;
provided,  however,  that nothing herein  contained shall be deemed to authorize
this  corporation  to construct,  hold,  maintain or operate within the State of
Delaware  railroads,  railways,  telegraph  or telephone  lines,  or to carry on
within said State any public utility business.

         The foregoing clauses shall be construed both as objects and powers and
the  foregoing  enumeration  of  specific  powers  shall not be held to limit or
restrict in any manner the powers of the  corporation;  and it is the  intention
that the  purposes,  objects and powers  specified in each of the  paragraphs of
this  Article  Third of this  Certificate  of  Incorporation  shall,  except  as
otherwise expressly  provided,  in no wise be limited or restricted by reference
to or inference under the terms of any other clause or paragraph of this Article
or any other Article of this Certificate of Incorporation,  but that each of the
purposes,  objects and powers specified in this Article and each of the Articles
or  paragraphs  of this  Certificate  of  Incorporation  shall  be  regarded  as
independent purposes, objects and powers.

                                   ARTICLE IV

         The total  number of shares of all classes of capital  stock which this
corporation  shall have  authority  to issue is three  hundred  six  million two
hundred thousand (306,200,000) shares, of which one million two hundred thousand
(1,200,000)  shares  shall be preferred  stock,  of the par value of one hundred
dollars ($100) per share;  five million  (5,000,000)  shares shall be preference
stock,  without par value; and three hundred million  (300,000,000) shares shall
be common stock, of the par value of one dollar ($1) per share.

         Except  as  otherwise   expressly   provided  by  this  Certificate  of
Incorporation  or the  resolution  or  resolutions  of the  board  of  directors
providing  for the issue of a series of  preferred  stock or  preference  stock,
stock of any class or classes may be  authorized,  and the amount of  authorized
stock of any class or classes may be increased or decreased,  by the affirmative
vote of the holders of a majority of the stock of this  corporation  at the time
entitled to vote.

         At every meeting of the stockholders of this  corporation,  each holder
of common stock of this corporation  shall be entitled to one vote for each full
share of common stock, and to one-half of one vote for each one-half interest in
a share of common stock, held by such holder of common stock.

         1.       PREFERRED STOCK

         The  preferred  stock  may be issued  in one or more  series  with such
redemption provisions, dividend rights, rights on dissolution or distribution of
assets, conversion or exchange rights, designations,  voting powers, preferences
and   relative,   participating,   optional  or  other   rights,   if  any,  and
qualifications,  limitations  or  restrictions  thereof,  as shall be stated and
expressed  in the  resolution  or  resolutions  providing  for the issue of such
stock,  or series  thereof,  adopted,  at any time and from time to time, by the
board of directors of this corporation.

         2.       PREFERENCE STOCK

         The  preference  stock may be issued  in one or more  series  with such
redemption provisions, dividend rights, rights on dissolution or distribution of
assets, conversion or exchange rights, designations,  voting powers, preferences
and   relative,   participating,   optional  or  other   rights,   if  any,  and
qualifications,  limitations  or  restrictions  thereof,  as shall be stated and
expressed  in  this  Certificate  of  Incorporation  or  in  the  resolution  or
resolutions  providing for the issue of such stock, or series thereof,  adopted,
at any  time  and  from  time  to  time,  by the  board  of  directors  of  this
corporation.

         3.       PREFERRED STOCK AND PREFERENCE STOCK ON A PARITY

         The preferred stock and the preference stock shall rank on a parity and
the  rights of the  holders  of each such  class of stock as to the  payment  of
dividends and as to  distributions in the event of a voluntary or an involuntary
liquidation,  dissolution  or winding up of this  corporation,  shall rank on an
equality  with the  rights  of the  holders  of the other  such  class of stock.
Nothing  herein  contained  shall  preclude  the  board  of  directors  of  this
corporation  from fixing  dividend  rates or liquidating  preferences  which are
different  in  amount  for any  series of either  class of such  stock  from the
dividend rates or liquidating  preferences applicable to any series of the other
class of such stock,  or from fixing  different  dividend  payment dates for any
series of either of such classes of stock.

         4.       SERIES OF PREFERENCE STOCK

         Except as  otherwise  expressly  provided by the  Delaware  law or this
Certificate  of  Incorporation,  there shall be no limitation or  restriction on
variation  between  any  of  the  different  series  of  preference  stock.  All
preference  stock of all  series  shall  share  pro rata in the  payment  of all
dividends on the preference stock at the various rates fixed for each series and
in any amounts payable or distributable upon liquidation, dissolution or winding
up of this corporation to the extent of the respective  liquidation  preferences
fixed for each series;  and, except for variations  between the different series
of preference  stock, as herein expressly  provided or permitted,  all series of
preference stock shall rank on a parity.  All preference stock of any one series
shall be  entitled  to the same  dividend  rate and shall have the same  voting,
redemption, conversion,  liquidation and other rights, preferences,  privileges,
limitations and restrictions.

         a. Dividend  rights.  The holders of the preference stock of all series
shall be entitled to  receive,  when and as declared by the board of  directors,
dividends  at the rate or rates fixed for the  respective  series,  and no more,
without  priority  of one  series  over any other  series,  out of funds of this
corporation legally available therefor,  payable in cash on such dates as may be
fixed by the board of  directors  as to any  series  of  preference  stock  (the
periods  between  any  such  dates,  commencing  on  such  dates,  being  herein
designated  as "dividend  periods").  Dividends on the  preference  stock of any
series shall be cumulative from and after such date as may be fixed by the board
of directors  prior to the issuance  thereof.  Such  dividends on the preference
stock of all series shall be declared  and paid or set apart for payment  before
any dividend shall be declared or paid or set apart for payment on, or any other
distribution  made in respect of, the common  stock,  and shall be cumulative as
above provided so that if, in any dividend  period,  dividends at the respective
rates fixed for each such series  shall not have been  declared  and paid or set
apart  for  payment  on all  outstanding  shares of each  such  series  for such
dividend period and all preceding  dividend periods from and after the date from
which  dividends on each such series  shall be  cumulative,  then the  aggregate
deficiency  shall be fully  paid or  declared  and set  apart for  payment,  but
without  interest,  before any dividends  shall be declared or paid or set apart
for payment on, or any other distribution made in respect of the common stock.

         After full cumulative dividends on the outstanding  preferred stock and
preference stock of all series shall have been paid or set apart for payment for
all previous  dividend  periods and for the then current  dividend  period,  and
after   sufficient  funds  shall  have  been  set  aside  to  meet  all  matured
obligations,  if any, of this  corporation  with  respect to all sinking  funds,
retirement  funds  or  purchase  funds  for any  series  of  preferred  stock or
preference  stock,  then and not  otherwise,  as long as any preferred  stock or
preference  stock of any  series  shall  remain  outstanding,  dividends  may be
declared and paid or set apart for payment on the common stock in the discretion
of the  board  of  directors  out of any  funds of this  corporation  thereafter
remaining and legally available therefor.

         Accumulations of dividends,  whether declared or passed, shall not bear
interest.

         b. Voting rights.  Except as otherwise  expressly  provided by Delaware
law or this Certificate of Incorporation or the resolution or resolutions of the
board of directors providing for the issue of a series of preference stock, each
holder of any series of preference  stock at the time entitled to vote, shall be
entitled to one vote for each share held by such holder.

         Whenever and as often as dividends  payable on the preference  stock at
the time outstanding  shall be accumulated and unpaid in an amount equivalent to
or  exceeding  six  quarterly  dividends  (whether or not  declared  and whether
consecutive or not), the holders of record of the preference stock of all series
shall thereafter have the right, as a single class, to elect two directors, and,
subject to the terms of any outstanding  series of preferred stock or preference
stock, the holders of record of the common stock, as a single class,  shall have
the right to elect the remaining authorized number of directors.

         Upon the  happening of the six (6) dividend  defaults  hereinabove  set
forth, a special meeting of stockholders  of this  corporation  then entitled to
vote  shall be  called by the  Chairman  of the  Board or the  President  or the
Secretary of this corporation, if requested in writing by the holders of records
of not less than ten (10) per cent of the preference stock then outstanding.  At
such special  meeting,  or, if no such special  meeting  shall have been called,
then at the next  annual  meeting  of  stockholders,  the  stockholders  of this
corporation  then  entitled to vote shall elect,  voting as above  provided,  an
entirely  new board of  directors,  and the term of office of the  directors  in
office at the time of such  election  shall  expire  upon the  election of their
successors at such meeting;  provided,  however,  that nothing herein  contained
shall  be  construed  to be a bar to the  reelection  of any  director  at  such
meeting.  At all meetings of stockholders  at which holders of preference  stock
shall be  entitled to vote for  directors  as a single  class,  the holders of a
majority of the  outstanding  shares of each class or series of capital stock of
this  corporation  having the right to vote as a single class shall be necessary
to constitute a quorum,  whether present in person or by proxy, for the election
by that class or series of its  designated  directors.  In order to  validate an
election of directors by stockholders voting as a class, such directors shall be
elected by the vote of at least a plurality of shares held by such  stockholders
present or  represented  at the meeting.  At any such  meeting,  the election of
directors by stockholders voting as a class shall be valid  notwithstanding that
a quorum of other stockholders  voting as one or more classes may not be present
or represented at such meeting,  and if any stockholders voting as a class shall
elect  directors,  the  directors so elected  shall be deemed to be directors of
this corporation unless and until the other stockholders entitled to vote as one
or more classes shall elect their directors.

         While class voting is in effect with respect to the  preference  stock,
any  director  elected by holders of  preference  stock voting as a class may be
removed  at any  annual  or  special  meeting,  by  vote  of a  majority  of the
stockholders  voting as a class who elected such director,  for any cause deemed
sufficient by such  stockholders  present at such  meeting.  In case any vacancy
shall occur among the directors elected by such stockholders  voting as a class,
such  vacancy  may be  filled  by the  remaining  director  so  elected,  or his
successor then in office, and the director so elected to fill such vacancy shall
serve until the next meeting of stockholders for the election of directors.

         Such  voting  rights of the  holders  of  preference  stock as a single
class,  once  effective,  shall  continue  only until all  arrears in  dividends
(whether  or not  declared)  on the  preference  stock  shall  have been paid or
declared  and set apart for  payment at which  time the right of the  preference
stock to vote as a single class for the election of  directors,  as  hereinabove
set forth,  shall  terminate.  Upon such  termination,  a special meeting of the
stockholders  of this  corporation  then  entitled  to vote may be called by the
Chairman of the Board or the  President,  and shall be called by the Chairman of
the Board or the President or the Secretary of this  corporation if requested in
writing by the  holders of record of not less than one (1) percent of the common
stock then  outstanding,  and at such  special  meeting,  or if no such  special
meeting  shall  have  been  called  then  at  the  next  annual  meeting  of the
stockholders,  the  stockholders of this corporation then entitled to vote shall
elect an entirely new board of directors and the term of office of the directors
in office at the time of such  election  shall expire upon the election of their
successors at such meeting;  provided,  however,  that nothing herein  contained
shall be construed to be a bar to the  re-election  of any such director at such
meeting.

         The  consent  of the  holders of at least  two-thirds  of the number of
shares of preference stock at the time outstanding, given in person or by proxy,
either in writing or at a meeting of  stockholders  at which the  holders of the
preference  stock  shall vote  separately  as a class,  shall be  necessary  for
effecting or validating:

                  (i) any change in the Certificate of  Incorporation or By-Laws
         of this  corporation  which would  materially  and  adversely  alter or
         change the  preferences,  special rights or powers given to the holders
         of the  preference  stock,  provided,  that if one or more  but not all
         series of  preference  stock at the time  outstanding  are so affected,
         only the consent of the holders of at least  two-thirds  of each series
         so affected, voting separately as a class, shall be required; or

                  (ii) the issuance of any shares of any other class of stock of
         this corporation ranking prior to the preference stock.

         The term "ranking prior to the preference stock" shall mean and include
all  shares of stock of this  corporation  in respect of which the rights of the
holders  thereof as to the payment of  dividends or as to  distributions  in the
event of a voluntary or an involuntary liquidation, dissolution or winding up of
this  corporation,  are given  preference  over the rights of the holders of the
preference stock.

         c.  Redemption  provisions.  Every series of preference  stock shall be
subject to  redemption at the election of this  corporation  and by operation of
the respective  sinking funds,  retirement funds or purchase funds of any series
thereof, in whole or in part, at any time or from time to time, at such price or
prices and upon such other terms and conditions as stated in this Certificate of
Incorporation,  or at such  price  or  prices  and upon  such  other  terms  and
conditions,  not inconsistent with the express provisions of this Certificate of
Incorporation,  as shall be fixed in the  resolution or resolutions of the board
of directors providing for the issue of such series of preference stock.

         The following  additional  conditions  shall apply to the redemption of
all series of preference stock:

         Notice of any proposed redemption shall be given by this corporation by
publication (not less than 30 days nor more than 90 days prior to the redemption
date) at least  once in a  newspaper  printed  in the  English  language  and of
general circulation in the City and County of San Francisco, State of California
(upon any secular day of the week),  stating  such  election on the part of this
corporation  and that on the  redemption  date there will become due and payable
upon each of the shares to be redeemed, at the place or places specified in such
notice,  the applicable  redemption  price therein  specified.  A similar notice
shall be mailed by this corporation,  postage prepaid, not less than 30 days nor
more than 90 days  prior to the date  fixed for  redemption,  to each  holder of
record of such  shares to be  redeemed at his address as shown on the records of
this corporation.  The failure to mail such notice or any defect in such mailing
shall not invalidate the redemption of such shares.

         If less than all the shares of preference stock of any series are to be
redeemed,  redemption shall be made by lot or pro rata, in any manner determined
by the board of  directors to be fair and proper,  and the notice of  redemption
shall  specify  the  shares to be  redeemed.  From and after the date  fixed for
redemption,  unless default shall be made by this  corporation in payment of the
redemption  price,  all dividends on the shares of  preference  stock called for
redemption shall cease to accrue and all rights of the holders of such shares as
shareholders of this corporation shall cease and terminate,  except the right to
receive the applicable redemption price, without interest, upon surrender of the
certificates representing the shares so called for redemption, duly endorsed for
transfer, if required.

         If this  corporation,  on or prior to the date fixed for the redemption
of any of the preference stock, shall deposit with a bank or trust company doing
business in San  Francisco,  California,  as a trust fund for the benefit of the
respective holders of such shares to be redeemed, sums sufficient to redeem such
shares called for redemption,  with  irrevocable  instructions  and authority to
such  depositary  to  publish,  in the name of this  corporation,  the notice of
redemption  thereof (if not  theretofore  published)  and to pay on or after the
date fixed for such  redemption  to the  respective  holders of such  shares the
redemption  price thereof upon surrender of the  certificates  representing  the
shares so called for  redemption,  then from and after the time of such  deposit
(although  prior to the date  fixed for  redemption)  such  shares so called for
redemption  shall be deemed to be redeemed and dividends  thereon shall cease to
accrue after said date fixed for  redemption.  Said  deposit  shall be deemed to
constitute  full payment of such shares to the  respective  holders  thereof and
such shares shall no longer be deemed to be outstanding  and the holders thereof
shall  cease to be  shareholders  with  respect to such shares and shall have no
rights with respect thereto,  except only the right to receive from such bank or
trust company payment of the redemption price of such shares,  without interest,
upon  surrender  of the  certificates  representing  the  shares so  called  for
redemption  and  the  right  to  exercise  any  existing  conversion  rights  in
accordance with the express terms of such shares. All funds so deposited and not
used for redemption  because of any such  conversions  shall be returned to this
corporation.

         All preference stock redeemed or otherwise retired shall immediately on
the redemption or retirement  thereof be cancelled and restored to the status of
authorized but unissued preference stock.

         d. Liquidation rights. In the event of any liquidation,  dissolution or
winding up of this  corporation,  voluntary or  involuntary,  the holders of all
shares of  preference  stock of all series  shall be entitled to be paid in full
out of the assets of this  corporation,  without  priority  between series,  the
respective voluntary or involuntary liquidation price fixed for such series, and
no more, plus all accrued and unpaid dividends  thereon to the date that payment
is made  available  to the  holders  of such  shares,  prior to any  payment  or
distribution  of any  assets of this  corporation  to the  holders of the common
stock. If, upon any voluntary or involuntary liquidation, dissolution or winding
up of this corporation,  the assets of this corporation shall be insufficient to
permit  the  payment  in full  of the  amounts  payable  to the  holders  of the
preferred stock and the preference  stock of all series,  then, to the exclusion
of the  holders of the common  stock,  the  holders of the  preferred  stock and
preference  stock of all series shall share ratably in proportion to the amounts
which they are  respectively  entitled  to receive  in the  distribution  of the
entire  amount of the  assets of this  corporation  according  to the  number of
shares of all series of the  preferred  stock and  preference  stock  which they
respectively hold.

         After  payment to the  holders of the  preferred  stock and  preference
stock  of all  series  of the  full  preferential  amounts  to  which  they  are
respectively  entitled,  as aforesaid,  the holders of the common stock shall be
entitled  to  receive  as a  class,  pro  rata,  all  remaining  assets  of this
corporation available for distribution to its stockholders.

         Consolidation  or  merger  of this  corporation  with  or into  another
corporation  or  corporations,  or a sale,  whether  for cash,  shares of stock,
securities  or  properties,  of all or  substantially  all of the assets of this
corporation,  shall not be deemed or construed to be a liquidation,  dissolution
or winding up of this corporation within the meaning of this paragraph d.

         5.       NO PREEMPTIVE RIGHTS

         No  stockholder  of this  corporation  shall  have  any  preemptive  or
preferential  right  of  subscription  to  any  shares  of  any  stock  of  this
corporation,  or to any obligations  convertible  into stock of this corporation
issued or sold, nor any right of subscription to any thereof other than such, if
any, as the board of directors of this  corporation in its discretion  from time
to time may  determine,  and the  board of  directors  may  issue  stock of this
corporation,  or obligations convertible into stock, without offering such issue
of stock,  either in whole or in part, to the stockholders of this  corporation.
The  acceptance  of stock  in this  corporation  shall  be a waiver  of any such
preemptive or  preferential  right which in the absence of this provision  might
otherwise be asserted by stockholders of this corporation or any of them.

         6.       EFFECT OF SHARE REGISTRATION

         This  corporation  shall be  entitled to treat the person in whose name
any share is registered as the owner thereof, for all purposes, and shall not be
bound to recognize  any  equitable or other claim to, or interest in, such share
on the part of any other  person,  whether  or not this  corporation  shall have
notice thereof, save as expressly provided by the laws of the State of Delaware.


                                    ARTICLE V

         The number of shares with which this corporation will commence business
is sixty (60) shares of the par value of twenty-five ($25.00) dollars each.


                                   ARTICLE VI
                                    [DELETED]


                                   ARTICLE VII

         The corporation shall have perpetual existence.


                                  ARTICLE VIII

         The private  property of the  stockholders  shall not be subject to the
payment  of the debts of the  corporation,  but shall be exempt  from  corporate
liability.


                                   ARTICLE IX

         The number of directors of this  corporation  shall be fixed and may be
altered from time to time as may be provided in the By-Laws of this corporation.
The directors shall be divided into three classes,  designated Class I, Class II
and Class III.  Each  class  shall  consist,  as nearly as may be  possible,  of
one-third  of the total  number of  directors  constituting  the entire board of
directors.  At the 1986 annual meeting of stockholders,  Class I directors shall
be elected for a one-year term, Class II directors for a two-year term and Class
III  directors  for a three-year  term.  At each  succeeding  annual  meeting of
stockholders  beginning in 1987, successors to the class of directors whose term
expires at that annual meeting shall be for a three-year  term. If the number of
directors is changed,  any increase or decrease shall be  apportioned  among the
classes so as to maintain  the number of directors in each class as nearly equal
as possible,  and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining  term of that class,  but in no case will a decrease
in the  number  of  directors  shorten  the term of any  incumbent  director.  A
director  shall hold office  until the annual  meeting for the year in which his
term expires and until his or her successor  shall be elected and shall qualify,
subject, however, to prior death, resignation,  retirement,  disqualification or
removal from office.  Any vacancy in the board of directors that results from an
increase in the number of directors  may be filled by a majority of the board of
directors  then in  office,  provided  that a quorum is  present,  and any other
vacancy  occurring in the board of directors  may be filled by a majority of the
directors  then in office,  even if less than a quorum,  or by a sole  remaining
director.  Any director elected to fill a vacancy not resulting from an increase
in the number of directors  shall have the same  remaining  term as that of such
director's predecessor.

         Notwithstanding the foregoing,  whenever the holders of any one or more
classes  or  series  of  preferred  stock or  preference  stock  issued  by this
corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office,  filling of vacancies and other features of such directorships  shall be
governed by the terms of this Certificate of Incorporation  applicable  thereto,
and such directors so elected shall not be divided into classes pursuant to this
Article  IX unless  expressly  provided  by such  terms.  The  officers  of this
corporation need not be stockholders therein.

         Notwithstanding   any   other   provision   of  this   Certificate   of
Incorporation,  the  affirmative  vote of holders of eighty percent (80%) of the
voting power of the shares entitled to vote at an election of directors shall be
required to amend, alter, change,  repeal or adopt any provision as part of this
Certificate of  Incorporation,  inconsistent  with the purpose of intent of this
Article IX.


                                    ARTICLE X

         In  furtherance  and  not in  limitation  of the  powers  conferred  by
statute, the board of directors is expressly authorized:

         (a) To make,  alter,  amend or repeal the  By-Laws of this  corporation
without any action on the part of the  stockholders;  provided,  however,  that,
notwithstanding  any other  provisions  of law which  might  otherwise  permit a
lesser vote or no vote, the  affirmative  vote of the holders of at least eighty
percent  (80%) of the  voting  power of all of the then  outstanding  shares  of
capital stock of this corporation,  voting together as a single class,  shall be
required to make,  alter,  amend or repeal any  provision of the By-Laws of this
corporation.

         (b) To fix, determine, and vary the amount to be maintained as surplus,
and subject to the other  provisions  and  requirements  of this  Certificate of
Incorporation  the  amount or  amounts  to be set apart or  reserved  as working
capital.

         (c) By resolution passed by a majority of the whole board, to designate
three or more of their  number  to  constitute  an  Executive  Committee,  which
committee,  to the extent  provided in said resolution or in the By-Laws of this
corporation,  shall have and exercise  (except when the board of directors shall
be in  session)  any and all of the  powers  of the  board of  directors  in the
management  of the  business and affairs of this  corporation  and have power to
authorize  the seal of this  corporation  to be affixed to all papers  which may
require it.

         (d) To authorize and cause to be executed mortgages and liens,  without
limit as to amount, on the real and personal property of this corporation.

         (e) To sell, exchange, assign, convey or otherwise dispose of a part of
the property (whether real or personal),  assets and effects of this corporation
less than the whole or less than substantially the whole thereof,  on such terms
and  conditions  as  they  shall  deem  advisable  without  the  assent  of  the
stockholders in writing or otherwise.

         (f) With the  consent  in  writing  of, or  pursuant  to a vote of, the
holders of a majority  of the number of shares of capital  stock  having  voting
power issued and outstanding to sell, exchange,  assign,  transfer and convey or
otherwise  dispose  of the whole,  or  substantially  the whole of the  property
(whether real or personal),  assets,  effects and good will of this  corporation
(including  the  corporate  franchise  and  other  intangible  property  of this
corporation) upon such terms and conditions as the board of directors shall deem
expedient and for the best interests of this corporation.

         (g) From time to time to  determine  whether  and to what extent and at
what time and place and under what  conditions and  regulations the accounts and
books of this  corporation,  or any of them,  shall be open to the inspection of
any stockholder; and no stockholder shall have any right to inspect any account,
book or  document  of this  corporation  except as  conferred  by statute or the
By-Laws  or as  authorized  by  resolution  of  the  stockholders  or  board  of
directors.


                                   ARTICLE XI

         This  corporation  may in its By-Laws  confer  powers upon its board of
directors  in  addition  to the  foregoing  and in  addition  to the  powers and
authorities expressly conferred upon them by the laws of the State of Delaware.


                                   ARTICLE XII

         The  stockholders  and board of  directors  shall  have  power,  if the
By-Laws  so  provide,  to hold  their  meetings  and to keep  the  books of this
corporation  (except such as are required by the law of the State of Delaware to
be kept in Delaware) and documents  and papers of this  corporation  outside the
State of Delaware and to have one or more offices within or without the State of
Delaware at such places as may be  designated  from time to time by the board of
directors.

         Any action  required or  permitted to be taken by the  stockholders  of
this   corporation  must  be  effected  at  an  annual  or  special  meeting  of
stockholders  of this  corporation  and may not be  effected  by any  consent in
writing  by  such  stockholders.   Special  meetings  of  stockholders  of  this
corporation  may be  called  only  by  the  board  of  directors  pursuant  to a
resolution  adopted by a majority of the total  number of  authorized  directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such  resolution  is  presented  to the board of  directors  for
adoption).

         Notwithstanding   any   other   provision   of  this   Certificate   of
Incorporation,  the  affirmative  vote of holders of eighty percent (80%) of the
voting power of the shares entitled to vote at an election of directors shall be
required to amend, alter, change or repeal, or to adopt any provision as part of
this  Certificate of Incorporation  inconsistent  with the purpose and intent of
this Article XII.


                                  ARTICLE XIII

         All of the  powers  of this  corporation,  in so far as the same may be
lawfully vested by this  Certificate of Incorporation in the board of directors,
are hereby conferred upon the board of directors of this corporation.


                                   ARTICLE XIV

         This corporation  reserves the right to amend, alter, change, add to or
repeal any  provision  contained in this  Certificate  of  Incorporation  in the
manner  now or  hereafter  prescribed  by  statute,  and all  rights  and powers
conferred by this Certificate of  Incorporation  on stockholders,  directors and
officers are granted subject to this reservation.


                                   ARTICLE XV

         A.  In  addition  to any  affirmative  vote  required  by  law or  this
Certificate of Incorporation or the By-Laws of this  corporation,  and except as
otherwise  expressly  provided  in  Section  B of this  Article  XV, a  Business
Combination (as  hereinafter  defined) with, or proposed by or on behalf of, any
Interested  Stockholder (as  hereinafter  defined) or any Affiliate or Associate
(as  hereinafter  defined)  of any  Interested  Stockholder  or any  person  who
thereafter  would be an Affiliate or  Associate of such  Interested  Stockholder
shall  require  the  affirmative  vote of not less than a majority  of the votes
entitled to be cast by the holders of all the then outstanding  shares of Voting
Stock (as hereinafter  defined),  voting  together as a single class,  excluding
Voting Stock beneficially owned by such Interested Stockholder. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or
that a lesser  percentage or separate class vote may be specified,  by law or in
any agreement with any national securities exchange or otherwise.

         B.  The  provisions  of  Section  A of this  Article  XV  shall  not be
applicable to any particular Business Combination, and such Business Combination
shall  require only such  affirmative  vote, if any, as is required by law or by
any other provision of this  Certificate of Incorporation or the By-Laws of this
corporation,  or any agreement with any national securities exchange,  if all of
the  conditions  specified in either of the following  Paragraphs 1 or 2 are met
or,  in the  case  of a  Business  Combination  not  involving  the  payment  of
consideration to the holders of this corporation's outstanding Capital Stock (as
hereinafter defined), if the condition specified in the following Paragraph 1 is
met:

                  1. The Business  Combination shall have been approved,  either
         specifically or as a transaction  which is within an approved  category
         of transactions,  by a majority (whether such approval is made prior to
         or  subsequent  to  the  acquisition  of,  or  announcement  or  public
         disclosure  of the  intention to acquire,  beneficial  ownership of the
         Voting  Stock  that  caused  the  Interested  Stockholder  to become an
         Interested  Stockholder)  of the Continuing  Directors (as  hereinafter
         defined).

                  2. All of the following conditions shall have been met:

                  (a) The aggregate amount of cash and the Fair Market Value (as
         hereinafter  defined),  as of  the  date  of  the  consummation  of the
         Business  Combination,  of consideration other than cash to be received
         per share by holders of common stock in such Business Combination shall
         be at least equal to the highest  amount  determined  under clauses (i)
         and (ii) below:

                           (i) (if  applicable)  the  highest  per  share  price
                  (including  any  brokerage  commissions,  transfer  taxes  and
                  soliciting  dealers'  fees)  paid  by  or  on  behalf  of  the
                  Interested  Stockholder  for any  share  of  common  stock  in
                  connection with the acquisition by the Interested  Stockholder
                  of  beneficial  ownership of shares of common stock (x) within
                  the  two-year  period  immediately  prior to the first  public
                  announcement  of  the  proposed   Business   Combination  (the
                  "Announcement  Date")  or (y) in the  transaction  in which it
                  became an  Interested  Stockholder,  whichever  is higher,  in
                  either case as adjusted for any subsequent stock split,  stock
                  dividend,  subdivision  or  reclassification  with  respect to
                  common stock; and

                           (ii) the Fair Market  Value per share of common stock
                  on  the  Announcement  Date  or  on  the  date  on  which  the
                  Interested  Stockholder became an Interested  Stockholder (the
                  "Determination  Date"),  whichever is higher,  as adjusted for
                  any subsequent  stock split,  stock  dividend,  subdivision or
                  reclassification with respect to common stock.

                  (b) The aggregate amount of cash and the Fair Market Value, as
         of  the  date  of the  consummation  of the  Business  Combination,  of
         consideration  other than cash to be  received  per share by holders of
         shares of any class or series of outstanding  Capital Stock, other than
         common stock,  shall be at least equal to the highest amount determined
         under clauses (i) and (ii) below:

                           (i) (if  applicable)  the  highest  per  share  price
                  (including  any  brokerage  commissions,  transfer  taxes  and
                  soliciting  dealers'  fees)  paid  by  or  on  behalf  of  the
                  Interested  Stockholder  for any share of such class or series
                  of Capital Stock in  connection  with the  acquisition  by the
                  Interested  Stockholder  of beneficial  ownership of shares of
                  such class or series of Capital  Stock (x) within the two-year
                  period  immediately  prior to the Announcement  Date or (y) in
                  the transaction in which it became an Interested  Stockholder,
                  whichever  is  higher,  in  either  case as  adjusted  for any
                  subsequent  stock  split,   stock  dividend,   subdivision  or
                  reclassification  with  respect  to such  class or  series  of
                  Capital Stock; and

                           (ii) the Fair Market Value per share of such class or
                  series of  Capital  Stock on the  Announcement  Date or on the
                  Determination  Date,  whichever is higher, as adjusted for any
                  subsequent  stock  split,   stock  dividend,   subdivision  or
                  reclassification  with  respect  to such  class or  series  of
                  Capital Stock.

         The  provisions  of this  Paragraph  2 shall be required to be met with
         respect to every class or series of outstanding Capital Stock,  whether
         or not the Interested  Stockholder has previously  acquired  beneficial
         ownership  of any  shares of a  particular  class or series of  Capital
         Stock.

                  (c)  The   consideration  to  be  received  by  holders  of  a
         particular  class or series of  outstanding  Capital  Stock shall be in
         cash or in the same form as previously has been paid by or on behalf of
         the Interested  Stockholder  in connection  with its direct or indirect
         acquisition  of beneficial  ownership of shares of such class or series
         of Capital Stock. If the consideration so paid for shares of such class
         or series of Capital Stock varied as to form, the form of consideration
         for such class or series of Capital  Stock  shall be either cash or the
         form used to acquire  beneficial  ownership  of the  largest  number of
         shares of such class or series of Capital Stock previously  acquired by
         the Interested Stockholder.

                  (d) After the Determination Date and prior to the consummation
         of such Business  Combination:  (i) except as approved by a majority of
         the Continuing  Directors,  there shall have been no failure to declare
         and pay at the  regular  date  therefor  any full  quarterly  dividends
         (whether or not cumulative) payable in accordance with the terms of any
         outstanding  Capital Stock;  (ii) there shall have been no reduction in
         the  annual  rate of  dividends  paid on the  common  stock  (except as
         necessary to reflect any stock split,  stock dividend or subdivision of
         the common  stock),  except as approved by a majority of the Continuing
         Directors;  (iii)  there shall have been an increase in the annual rate
         of  dividends  paid on the common  stock as  necessary  to reflect  any
         reclassification (including any reverse stock split), recapitalization,
         reorganization  or any  similar  transaction  that  has the  effect  of
         reducing the number of outstanding  shares of common stock,  unless the
         failure so to  increase  such  annual rate is approved by a majority of
         the Continuing  Directors;  and (iv) such Interested  Stockholder shall
         not have  become  the  beneficial  owner of any  additional  shares  of
         Capital  Stock except as part of the  transaction  that results in such
         Interested Stockholder becoming an Interested Stockholder and except in
         a transaction  that,  after giving effect thereto,  would not result in
         any  increase in the  Interested  Stockholder's  percentage  beneficial
         ownership of any class or series of Capital Stock.

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

                  (f) A proxy or information  statement  describing the proposed
         Business  Combination  and  complying  with  the  requirements  of  the
         Securities   Exchange  Act  of  1934  and  the  rules  and  regulations
         thereunder  (the "Act") (or any  subsequent  provisions  replacing such
         Act, rules or regulations)  shall be mailed to all stockholders of this
         corporation at least 30 days prior to the consummation of such Business
         Combination  (whether  or not such proxy or  information  statement  is
         required to be mailed  pursuant to such Act or subsequent  provisions).
         The proxy or  information  statement  shall  contain  on the first page
         thereof, in a prominent place, any statement as to the advisability (or
         inadvisability)  of  the  Business   Combination  that  the  Continuing
         Directors,  or any of them, may choose to make and, if deemed advisable
         by a majority of the Continuing Directors, the opinion of an investment
         banking firm selected by a majority of the  Continuing  Directors as to
         the fairness (or not) of the terms of the Business  Combination  from a
         financial  point of view to the  holders of the  outstanding  shares of
         Capital Stock other than the Interested  Stockholder and its Affiliates
         or Associates (as hereinafter defined), such investment banking firm to
         be paid a reasonable fee for its services by this corporation.

                  (g) Such Interested  Stockholder shall not have made any major
         change  in this  corporation's  business  or equity  capital  structure
         without the approval of a majority of the Continuing Directors.

     C. The following definitions shall apply with respect to this Article XV:

                  1.       The term "Business Combination" shall mean:

                  (a) any merger or  consolidation  of this  corporation  or any
         Subsidiary (as hereinafter defined) with (i) any Interested Stockholder
         or  (ii)  any  other  company  (whether  or not  itself  an  Interested
         Stockholder) which is or after such merger or consolidation would be an
         Affiliate or Associate of an Interested Stockholder; or

                  (b) any sale, lease, exchange,  mortgage,  pledge, transfer or
         other disposition or security arrangement,  investment,  loan, advance,
         guarantee,  agreement  to  purchase,  agreement  to pay,  extension  of
         credit,  joint  venture  participation  or  other  arrangement  (in one
         transaction or a series of transactions) with or for the benefit of any
         Interested  Stockholder or any Affiliate or Associate of any Interested
         Stockholder  involving any assets,  securities or  commitments  of this
         corporation,  any  Subsidiary  or  any  Interested  Stockholder  or any
         Affiliate or Associate of any Interested  Stockholder which (except for
         any arrangement,  whether as employee,  consultant or otherwise,  other
         than as a director, pursuant to which any Interested Stockholder or any
         Affiliate or Associate thereof shall, directly or indirectly,  have any
         control over or responsibility  for the management of any aspect of the
         business  or  affairs  of  this  corporation,  with  respect  to  which
         arrangements the value test set forth below shall not apply),  together
         with all other such  arrangements  (including all  contemplated  future
         events) has an aggregate  Fair Market Value and/or  involves  aggregate
         commitments of $50,000,000 or more; or

                  (c) the adoption of any plan or proposal  for the  liquidation
         or  dissolution  of  this  corporation  or for  any  amendment  to this
         corporation's By-Laws; or

                  (d) any reclassification of securities  (including any reverse
         stock split), or recapitalization of this corporation, or any merger or
         consolidation  of this  corporation with any of its Subsidiaries or any
         other  transaction  (whether  or not  with or  otherwise  involving  an
         Interested Stockholder) that has the effect, directly or indirectly, of
         increasing  the  proportionate  share of any class or series of Capital
         Stock, or any securities  convertible into Capital Stock or into equity
         securities  of  any  Subsidiary,  that  is  beneficially  owned  by any
         Interested  Stockholder or any Affiliate or Associate of any Interested
         Stockholder; or

                  (e) any agreement, contract or other arrangement providing for
         any one or more of the actions  specified in the foregoing  clauses (a)
         to (d).

                  2. The term  "Capital  Stock" shall mean all capital  stock of
         this  corporation  authorized  to be  issued  from  time to time  under
         Article IV of this Certificate of  Incorporation,  and the term "Voting
         Stock" shall mean all Capital  Stock which by its terms may be voted on
         all matters submitted to stockholders of this corporation generally.

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

                  4. The term  "Interested  Stockholder"  shall  mean any person
         (other  than the  corporation  or any  Subsidiary  and  other  than any
         profit-sharing, employee stock ownership or other employee benefit plan
         of this  corporation  or any Subsidiary or any trustee of, or fiduciary
         with respect to, any such plan when acting in such capacity) who (a) is
         or has  announced  or publicly  disclosed a plan or intention to become
         the beneficial owner of Voting Stock representing  twenty percent (20%)
         or more of the votes  entitled  to be cast by the  holders  of all then
         outstanding shares of Voting Stock; or (b) is an Affiliate or Associate
         of  this  corporation  and at  any  time  within  the  two-year  period
         immediately prior to the date in question,  was the beneficial owner of
         Voting Stock  representing  twenty  percent  (20%) or more of the votes
         entitled  to be cast by the holders of all then  outstanding  shares of
         Voting Stock.

                  5. A person shall be a "beneficial owner" of any Capital Stock
         (a)  which  such  person  or  any  of  its   Affiliates  or  Associates
         beneficially owns, directly or indirectly; (b) which such person or any
         of its Affiliates or Associates  has,  directly or indirectly,  (i) the
         right to acquire  (whether  such right is  exercisable  immediately  or
         subject  only to 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 is  beneficially  owned,  directly  or  indirectly,  by any other
         person with which such person or any of its  Affiliates  or  Associates
         has any  agreement,  arrangement  or  understanding  for the purpose of
         acquiring, holding, voting or disposing of any shares of Capital Stock.
         For the  purposes  of  determining  whether a person  is an  Interested
         Stockholder  pursuant to  Paragraph 4 of this  Section C, the number of
         shares of Capital Stock deemed to be  outstanding  shall include shares
         deemed  beneficially  owned by such person through  application of this
         Paragraph  5 of Section C, but shall not  include  any other  shares of
         Capital  Stock  that  may  be  issuable   pursuant  to  any  agreement,
         arrangement or  understanding,  or upon exercise of conversion  rights,
         warrants or options, or otherwise.

                  6.  The  terms  "Affiliate"  and  "Associate"  shall  have the
         respective  meanings ascribed to such terms in Rule 12b-2 under the Act
         as in effect on the date that  Article XV is approved by the Board (the
         term  "registrant"  in said  Rule  12b-2  meaning  in this  case,  this
         corporation).

                  7. The term "Subsidiary" means any company of which a majority
         of  any  class  of  equity  security  is  beneficially  owned  by  this
         corporation; provided, however, that for the purposes of the definition
         of Interested  Stockholder  set forth in Paragraph 4 of this Section C,
         the term "Subsidiary"  shall mean only a company of which a majority of
         each  class  of  equity   security  is   beneficially   owned  by  this
         corporation.

                  8. The term  "Continuing  Director"  means  any  member of the
         board of  directors  of this  corporation  (the "Board of  Directors"),
         while such person is a member of the Board of Directors,  who is not an
         Affiliate or Associate or representative of the Interested  Stockholder
         and was a member of the Board of  Directors  prior to the time that the
         Interested  Stockholder  became  an  Interested  Stockholder,  and  any
         successor of a Continuing  Director while such successor is a member of
         the  Board  of  Directors,  who is not an  Affiliate  or  Associate  or
         representative  of the  Interested  Stockholder  and is  recommended or
         elected to succeed the Continuing  Director by a majority of Continuing
         Directors.

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

                  10. In the event of any  Business  Combination  in which  this
         corporation  survives,  the phrase "consideration other than cash to be
         received"  as used in  Paragraphs  2(a) and 2(b) of  Section  B of this
         Article XV shall  include the shares of common  stock and/or the shares
         of any other class or series of Capital  Stock  retained by the holders
         of such shares.

         D. A majority of the Continuing Directors shall have the power and duty
to determine  for the  purposes of this  Article XV on the basis of  information
known to them after  reasonable  inquiry,  (a) whether a person is an Interested
Stockholder,  (b) the  number  of shares of  Capital  Stock or other  securities
beneficially  owned by any  person,  (c)  whether  a person is an  Affiliate  or
Associate of another,  (d) whether the proposed  action is with, or proposed by,
or on behalf of an  Interested  Stockholder  or an  Affiliate or Associate of an
Interested  Stockholder,  and (e) whether the assets that are the subject of any
Business  Combination have, or the consideration to be received for the issuance
or transfer of securities by this  corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $50,000,000 or more. Any such
determination made in good faith shall be binding and conclusive on all parties.

         E.  Nothing  contained in this Article XV shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

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

         G. For the purposes of this Article XV, a Business  Combination  or any
proposal  to  amend,  repeal  or adopt  any  provision  of this  Certificate  of
Incorporation  inconsistent  with  this  Article  XV  (collectively,   "Proposed
Action") is presumed to have been  proposed  by, or on behalf of, an  Interested
Stockholder  or an  Affiliate or Associate  of an  Interested  Stockholder  or a
person who thereafter would become such if (1) after the Interested  Stockholder
became  such,  the  Proposed  Action is proposed  following  the election of any
director of this corporation  who, with respect to such Interested  Stockholder,
would not  qualify to serve as a  Continuing  Director,  or (2) such  Interested
Stockholder,  Affiliate,  Associate  or  person  votes  for or  consents  to the
adoption of any such Proposed Action, unless as to such Interested  Stockholder,
Affiliate,  Associate or person, a majority of the Continuing  Directors makes a
good faith  determination  that such  Proposed  Action is not  proposed by or on
behalf of such Interested Stockholder,  Affiliate, Associate or person, based on
information known to them after reasonable inquiry.

         H.   Notwithstanding  any  other  provisions  of  this  Certificate  of
Incorporation or the By-Laws of this corporation (and  notwithstanding  the fact
that a lesser  percentage  or separate  class vote may be specified by law, this
Certificate  of  Incorporation  or  the  By-Laws  of  this   corporation),   the
affirmative  vote of the  holders  of not  less  than a  majority  of the  votes
entitled to be cast by the holders of all the then outstanding  shares of Voting
Stock,  voting together as a single class,  excluding Voting Stock  beneficially
owned by such Interested  Stockholder  shall be required to amend or repeal,  or
adopt any provisions inconsistent with, this Article XV; provided, however, that
this Section H shall not apply to, and such  majority vote shall not be required
for, any amendment,  repeal or adoption unanimously  recommended by the Board of
Directors if all of such directors are persons who would be eligible to serve as
Continuing  Directors  within the  meaning of  Section  C,  Paragraph  8 of this
Article XV.

<PAGE>

                                   ARTICLE XVI

         No  director  shall be  personally  liable  to the  corporation  or its
stockholders  for  monetary  damages  for any breach of  fiduciary  duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be  liable  to the  extent  provided  by  applicable  law (i) for  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) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction  from which the director  derived an
improper personal  benefit.  No amendment to or repeal of this Article XVI shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.


         IN WITNESS WHEREOF,  Transamerica  Corporation has caused this Restated
Certificate of Incorporation  to be signed by Frank C. Herringer,  its Chairman,
President and Chief Executive Officer, and attested by Shirley H. Buccieri,  its
Secretary, this 17th day of December, 1998.

                                        TRANSAMERICA CORPORATION



                                        By:  /s/ Frank C. Herringer           
                                             Chairman, President and
                                             Chief Executive Officer



         [SEAL]


Attested:



By: /s/ Shirley Buccieri                        
    Secretary