<PAGE>   1
                                                                     Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       DAIRY MART CONVENIENCE STORES, INC.

                           UNDER SECTIONS 242 AND 245

                                     OF THE

                        DELAWARE GENERAL CORPORATION LAW

         Dairy Mart Convenience Stores, Inc., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:

         FIRST:  The name of the Corporation is Dairy Mart Convenience Stores,
                 Inc.

         SECOND: The Certificate of Incorporation of the Corporation was filed
                 with the Secretary of the State of Delaware on the 8th day of
                 February 1972, under the name Giant Dairy Mart Corporation.

         THIRD:  This Restated Certificate of Incorporation restates and
                 integrates and further amends the Certificate of Incorporation
                 of the Corporation by amending Article IV to increase the
                 number of shares of the Corporation's authorized Common Stock
                 par value $.01 per share, from 10,000,000 shares to 30,000,000
                 shares, which increase consists of an increase in the number of
                 shares of Class A Common Stock, par value $.01 per share, from
                 7,000,000 shares to 20,000,000 shares, and an increase in the
                 number of shares of Class B Common Stock, par value $.01 per
                 share, from 3,000,000 shares to 10,000,000 shares.

         FOURTH: The test of the Restated Certificate of Incorporation, as
                 amended or supplemented heretofore, is further amended hereby
                 to read as herein set forth in full:

         FIFTH:  This Restated Certificate of Incorporation was duly adopted by
                 the Stockholders of the Corporation in accordance with Sections
                 242 and 245 of the General Corporation Law of the State of
                 Delaware.
<PAGE>   2

         IN WITNESS WHEREOF, Dairy Mary Convenience Stores, Inc. has caused this
Certificate to be signed by Mitchell J. Kupperman, its Executive Vice President,
and attested by Gregory Wozniak, its Assistant Secretary, this 13th day of June,
1991.

                                        DAIRY MART CONVENIENCE STORES, INC.


                                        By: /s/ Mitchell J. Kupperman
                                            -------------------------
                                            Mitchell J. Kupperman
                                            Its Executive Vice President

ATTEST:



By: /s/ Gregory Wozniak
    -------------------
    Gregory Wozniak
    Its Assistant Secretary





                                       2
<PAGE>   3



                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                       DAIRY MART CONVENIENCE STORES, INC.


                                    ARTICLE I

         The name of the corporation is Dairy Mart Convenience Stores, Inc.
(hereinafter the "Corporation").

                                   ARTICLE II

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

                                   ARTICLE III

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

                                   ARTICLE IV

         A. AUTHORIZED CAPITAL STOCK. The aggregate number of shares which the
Corporation shall have authority to issue is 31,000,000 shares, consisting of:

                  1. 1,000,000 shares of Serial Preferred Stock, par value $.01
                     per share;

                  2. 30,000,000 shares of Common Stock, par value $.01 per
                     share.

         B. SERIAL PREFERRED STOCK. The Board of Directors is authorized at any
time, and from time to time, to provide for the issuance of shares of Serial
Preferred Stock in one or more series, and to determine the designations,
preferences, limitations and relative or other rights of the Serial Preferred
Stock or any series thereof. For each series, the Board of Directors shall
determine, by resolution or resolutions adopted prior to the issuance of any
shares thereof, the designations, preferences, limitations and relative or other
rights thereof, including but not limited to the following relative rights and
preferences, as to which there may be variations among different series:

                  1. The rate and manner of payment of dividends, if any;
<PAGE>   4

                  2. Whether shares may be redeemed and, if so, the redemption
                     price and the terms and conditions of redemption;

                  3. The amount payable for shares in the event of liquidation,
                     dissolution or other winding up of the Corporation;

                  4. Sinking fund provisions, if any, for the redemption or
                     purchase of shares;

                  5. The terms and conditions, if any, on which shares may be
                     converted or exchanged;

                  6. Voting rights, if any; and

                  7. Any other rights and preferences of such shares, to the
                     full extent now or hereafter permitted by the laws of the
                     State of Delaware.

         The Board of Directors shall have the authority to determine the number
of shares that will comprise each series.

         Prior to the issuance of any shares of a series, but after adoption by
the Board of Directors of the resolution establishing such series, the
appropriate officers of the Corporation shall file such documents with the State
of Delaware as may be required by law.

         C. COMMON STOCK. The total number of shares of Common Stock the
corporation has authority to issue is 30,000,000 shares, consisting of
20,000,000 shares of Class A Common Stock with a par value of $.01 per share and
10,000,000 shares of Class B Common Stock with a par of $.01 per share. Class A
Common Stock and Class B Common Stock shall be identical in all respects and
shall have equal rights and privileges, except as otherwise expressly provided
herein. The relative powers, preferences, rights, qualifications, limitations
and restrictions of the shares of each of the classes of Common Stock are as
follows:

                  1. CASH OR PROPERTY DIVIDENDS. Subject to section 4(c)(2),
whenever a dividend is paid to the holders of Class B Common Stock, the
corporation shall also pay to the holders of Class A Common Stock a dividend per
share at least equal to the dividend per share paid to the holders of the Class
B Common Stock. The corporation may pay dividends to holders of Class A Common
Stock in excess of dividends paid, or without paying dividends, to holders of
Class B Common Stock.

                  2. STOCK DIVIDENDS. If at any time a dividend is to be paid in
Class B Common Stock or Class A Common Stock (a "stock dividend"), such stock
dividend may be declared and paid only as follows:

                           (i) So long as no Class A Common Stock has been
issued and is outstanding, Class A Common Stock may be paid to holders of Class
B Common Stock;

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<PAGE>   5

                           (ii) So long as shares of both classes are issued and
outstanding, Class A Common Stock may be paid only to holders of Class A Common
Stock and Class B Common Stock may be paid only to holders of Class B Common
Stock, and whenever a stock dividend is paid, the same number of shares shall be
paid in respect of each outstanding share of Class A or Class B Common Stock.


                  3. STOCK SUBDIVISIONS AND COMBINATIONS. The Corporation shall
not subdivide or combine stock of any class without at the same time making a
proportionate subdivision or combination of the other class.

                  4. VOTING. Voting power shall be divided between classes of
stock as follows:



                  (a) With respect to the election of directors, holders of
Class A Common Stock voting as a separate class shall be entitled, subject to
paragraph 4(e), to elect that number of directors which constitutes 25% of the
authorized number of members of the Board of Directors and, if such 25% is not a
whole number, then the holders of Class A Common Stock shall be entitled to
elect the nearest higher whole number of directors that is at least 25% of such
membership. Holders of Class B Common Stock voting as a separate class shall be
entitled, subject to paragraph 4(f), to elect the remaining directors. Directors
elected by the holders of Class A Common Stock, voting as a separate class, and
directors elected by one or more other directors to fill vacancies created by
the death, resignation or removal of directors elected by such class, shall be
designated as "Class A Directors." Directors elected by the holders of Class B
Common Stock, voting as a separate class, and directors elected by one or more
other directors to fill vacancies created by the death, resignation or removal
of directors elected by such class, shall be designated as "Class B Directors."
Directors elected by the holders of Class A and Class B Common Stock, voting
together as a single class pursuant to paragraph 4(e) or paragraph 4(f), and
directors elected by one or more other directors to fill vacancies created by
death, resignation or removal of directors so elected, shall be designated as
"Joint Directors".

                  (b) Holders of Class A Common Stock shall be entitled to vote
as a separate class on the removal, with or without cause, of any Class A
Director. Holders of Class B Common Stock shall be entitled to vote as a
separate class on the removal, with or without cause, of any Class B Director.
Holders of Class A and Class B Common Stock shall be entitled to vote together
as a single class, as provided for in paragraph 4(g), on the removal, with or
without cause, of any Joint Director.

                  (c) The holders of the Class A Common Stock and the holders of
the Class B Common Stock shall be entitled to vote as separate classes only (A)
when required by law to do so irrespective of the limitations placed herein on
the voting rights of such stockholders, or (B) where a separate class vote is
required by specific provision therefor in this Certificate of Incorporation.
Holders of Class A Common Stock and Class B Common Stock shall vote as a single
class, as provided for in paragraph 4(g), in order to amend this Certificate of
Incorporation so as to increase or decrease the aggregate number of authorized
shares of any class or classes of stock, and no class vote of either class shall
be required for such amendment.



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<PAGE>   6

                  (d) Any vacancy in the office of a Class A Director may be
filled by a vote of holders of Class A Common Stock voting as a separate class.
Any vacancy in the office of a Class B Director may be filled by a vote of
holders of Class B Common Stock voting as a separate class. Any vacancy in the
office of a Joint Director may be filled by a vote of holders of Class A and
Class B Common Stock, voting together as a single class as provided for in
paragraph 4(g). Notwithstanding anything in this section 4 to the contrary, any
vacancy in the office of a director of any class may be filled by the vote of
the majority of the directors in such class, by the sole remaining director in
such class or, in the event that there are no remaining directors in such class,
by the vote of the majority of the other directors or by the sole remaining
director, regardless, in each instance, of any quorum requirements set out in
the By-laws. Any director elected by some or all of the directors to fill a
vacancy shall serve until the next Annual Meeting of Stockholders and until his
or her successor has been elected and has qualified. If permitted by the
By-laws, the Board of Directors may increase the number of directors and any
vacancy so created may be filled by the Board of Directors; provided, that, so
long as the holders of Class A Common Stock have the rights provided in
paragraphs 4(a) and this paragraph 4(d) in respect of the last preceding Annual
Meeting of Stockholders, the Board of Directors may be so enlarged by the Board
of Directors only to the extent that at least 25% of the enlarged Board consists
of Class A Directors.

                  (e) Holders of Class A Common Stock will not have the rights
to elect directors set forth in paragraphs 4(a) and 4(d) if, on the record date
for the stockholder meeting at which such directors are to be elected, or on the
record date for any written consent of stockholders pursuant to which directors
are elected, the number of issued and outstanding shares of Class A Common Stock
is less than 10% of the aggregate number of issued and outstanding shares of
Class A Common Stock and Class B Common Stock. In such case, all directors to be
elected shall be elected by holders of Class A Common Stock and Class B Common
Stock voting together as a single class, provided that, with respect to said
election, the holders of Class A Common Stock shall have one-tenth vote per
share and holders of Class B Common Stock shall have one vote per share.

                  (f) Holders of Class B Common Stock will not have the rights
to elect directors set forth in paragraphs 4(a) and 4(d) if, on the record date
for the stockholder meeting at which directors are elected, or on the record
date for any written consent of stockholders pursuant to which directors are
elected, the number of issued and outstanding shares of Class B Common Stock is
less than 12.5% of the aggregate number of issued and outstanding shares of
Class A Common Stock and Class B Common Stock. In such case, holders of Class A
Common Stock voting as a separate class, shall have the right to elect 25% of
the members of the Board of Directors as provided in paragraph 4(a), and holders
of Class A Common Stock and holders of Class B Common Stock voting together as a
single class shall be entitled to elect the remaining directors, provided that,
with respect to said election, the holders of Class A Common Stock shall have
one-tenth vote per share and holders of Class B common Stock shall have one vote
per share.

                  (g) Holders of Class A and Class B Common Stock shall in all
matters not otherwise specified in this section 4 vote together as a single
class, provided that, with respect to



                                       4
<PAGE>   7

all such matters, the holders of Class A Common Stock shall have one-tenth vote
per share and the holders of Class B Common Stock shall have one vote per share.

                  (h) Notwithstanding anything in this section 4 to the
contrary, the holders of Class A Common Stock shall have exclusive voting power
on all matters at any time when no Class B Common Stock is issued and
outstanding, and the holders of Class B Common Stock shall have exclusive voting
power on all matters at any time when no Class A Common Stock is issued and
outstanding.

         5. CONVERSION. All preexisting issued and outstanding Common Stock of
the Corporation shall automatically constitute, without any action on the part
of the holders of any such stock or on the part of the Corporation, Class B
Common Stock. As used herein, "preexisting Common Stock" means Common Stock
issued prior to September 15, 1985 or pursuant to the exercise of an option
granted prior to September 15, 1985 to the extent that the agreement evidencing
any such option does not provide otherwise. Each holder of record of Class B
Common Stock may at any time or from time to time, in such holder's sole
discretion and at such holder's option, convert any whole number or all of such
holder's shares of Class B Common Stock at the rate of one share of Class A
Common Stock for each share of Class B Common Stock surrendered for conversion.
Any such conversion may be effected by any holder of Class B Common Stock
surrendering such holder's certificate or certificates for the Class B Common
Stock to be converted, duly endorsed, at the office of the corporation or any
transfer agent for the Class B Common Stock, together with a written notice to
the corporation at such office that such holder elects to convert all or a
specified number of shares of Class B Common Stock and stating the name or names
in which such holder desires the certificate or certificates for such Class A
Common Stock to be issued. Promptly thereafter, the corporation shall issue and
deliver to such holder, or such holder's nominee or nominees, a certificate or
certificates for the number of shares of Class A Common Stock to which such
holder shall be entitled as aforesaid. Such conversion shall be deemed to have
been made at the close of business at the date of such surrender and the person
or persons entitled to receive the Class A Common Stock issuable on such
conversion shall be treated for all purposes as the record holder or holders of
such Class A Common Stock on that date.

         Authorized but unissued Class A Common Stock, to the extent that such
stock may be necessary to meet any exercise of the conversion privilege of
issued and outstanding Class B Common Stock, shall be held by the Corporation,
without the necessity of a declaration by the Directors, in reserve, to be
issued only in satisfaction of the conversion privilege of the issued and
outstanding Class B Common Stock. No Class B Common Stock may be issued unless
the authorized but unissued and unreserved shares of Class A Common Stock are
sufficient to satisfy the conversion privilege which will exist with respect to
such Class B Common Stock when issued.

                  (a) LIQUIDATION. In the event of any liquidation, dissolution
or winding up of the Corporation, the holders of the Class A Common Stock and
the holders or Class B Common Stock shall participate equally per share in any
distribution to stockholders, without distinction between classes.



                                       5
<PAGE>   8

                                    ARTICLE V

         The Corporation is to have perpetual existence.

                                   ARTICLE VI

         The Board of Directors of the Corporation is expressly authorized to
make, alter, amend or repeal the Bylaws of the Corporation.

                                   ARTICLE VII

         The Corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         The Corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the Court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in



                                       6
<PAGE>   9

the first two paragraphs of this Article VII, or in defense of any claim, issue
or matter therein he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Any indemnification under either the first or second paragraph of this
Article VII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in the particular
paragraph. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

         Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VII.

         The indemnification and advancement of expenses provided by or granted
pursuant to the other provisions of this Article VII shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall, unless otherwise provided, authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         The Corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VII.

         Notwithstanding any other provision of this Article VII, to the full
extent permitted by law, no director of the Corporation shall have any personal
liability to the Corporation or its stockholders for monetary damages for breach
of his fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the General Corporation Law
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.



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                                  ARTICLE VIII

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

                  To authorize and cause to be executed mortgages, security
         agreements and other liens upon the real and personal property of the
         Corporation;

                  To set apart out of any of the funds of the Corporation
         available for dividends a reserve or reserves for any proper purpose
         and to abolish any such reserve in the manner in which it was created;

                  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. The board may designate one or more directors as
         alternate members of any committee and may replace any absent or
         disqualified member at any meeting of the committee. Any such
         committee, to the extent provided in the 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 in affairs of the
         Corporation, and may authorize the seal of the Corporation to be
         affixed to all papers which may require it; provided, however, the
         By-laws may provide that in the absence or disqualification of any
         member committee or committees, the member or members thereof present
         at any meeting and not disqualified from voting, whether or not he or
         they constitute a quorum, may unanimously appoint another member of the
         Board of Directors to act at the meeting in the place of any such
         absent or disqualified member;

                  When and as authorized by the affirmative vote of the holders
         of a majority of the stock issued and outstanding having voting power
         given at a stockholders' meeting duly called upon such notice as is
         required by statute, or when authorized by the written consent of the
         holders of a majority of the voting stock issued and outstanding, to
         sell, lease or exchange all or substantially all of the property and
         assets of the Corporation, including its good will and its corporate
         franchises upon such terms and conditions and for such consideration,
         which may consist in whole or in part of money or property including
         shares of stock, in and/or other securities of, any other corporation
         or corporations, as its Board of Directors shall deem expedient and for
         the best interests of the Corporation.

                                   ARTICLE IX

         Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the Corporation. Elections of Directors
need not be by written ballot unless the By-laws of the Corporation shall so
provide.



                                       8
<PAGE>   11

                                    ARTICLE X

         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 law, and all rights and powers conferred herein on
stockholders and directors are subject to this reserved power.

                                   ARTICLE XI

              CERTAIN PROVISIONS RELATING TO BUSINESS COMBINATIONS,
                      BOARD OF DIRECTORS, AND OTHER MATTERS

         11.1 DEFINITIONS AND RELATED MATTERS.

         11.1(a) AFFILIATE. An "Affiliate" of, or a Person "affiliated with," a
specified Person, means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified.

         11.1(b) ASSOCIATE. The term "Associate" used to indicate a relationship
with any Person means:

                  (1) Any corporation or organization (other than the
         Corporation or a Subsidiary of the Corporation), or any subsidiary or
         parent thereof, of which such Person is an officer or partner or is,
         directly or indirectly, the Beneficial Owner of ten percent or more of
         any class of equity securities;

                  (2) Any trust or other estate in which such Person has a ten
         percent or greater beneficial interest or as to which such Person
         serves as trustee or in a similar fiduciary capacity;

                  (3) Any relative or spouse of such Person, or any relative of
         such spouse, who has the same home as such Person; or

                  (4) Any investment company registered under the Investment
         Company Act of 1940 for which such Person or any Affiliate or Associate
         of such Person serves as investment adviser.

         11.1(c) BENEFICIAL OWNER. A Person shall be considered the "Beneficial
Owner" of any shares of stock (whether or not owned of record):

                  (1) With respect to which such person or any Affiliate or
         Associate of such Person directly or indirectly has or shares (i)
         voting power, including the power to vote or to direct the voting of
         such shares of stock and/or (ii) investment power, including the power
         to dispose of or to direct the disposition of such shares of stock;



                                       9
<PAGE>   12

                  (2) Which such Person or any Affiliate or Associate of such
         Person has (i) the right to acquire (whether such right is exercisable
         immediately or only after the passage of time) pursuant to any
         agreement, arrangement or understanding or upon the exercise of
         conversion rights, exchange rights, warrants or options, or otherwise,
         and/or (ii) the right to vote pursuant to any agreement, arrangement or
         understanding (whether such right is exercisable immediately or only
         after the passage of time); or

                  (3) Which are Beneficially Owned within the meaning of (1) or
         (2) of this Section 11.1(c) by any other Person with which such
         first-mentioned Person or any of its Affiliates or Associates has any
         agreement, arrangement or understanding, written or oral, with respect
         to acquiring, holding, voting or disposing of any shares of stock of
         the Corporation or any Subsidiary of the Corporation or acquiring,
         holding or disposing of all or substantially all, or any Substantial
         Part, of the assets or businesses of the Corporation or a Subsidiary of
         the Corporation.

         For the purpose only of determining whether a Person is the Beneficial
Owner of a percentage specified in this Article XI of the outstanding Voting
Shares, such shares shall be deemed to include any Voting Shares which may be
issuable pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants, options or otherwise
and which are deemed to be Beneficially Owned by such Person pursuant to the
foregoing provisions of this Section 11.1(c).

         11.1(d) BUSINESS COMBINATION. A "Business Combination" means:

                  (1) The sale, exchange, lease, transfer or other disposition
         to or with a Related Person or any Affiliate or Associate of such
         Related Person by the Corporation or any of its Subsidiaries (in a
         single transaction or a series of related transactions) of all or
         substantially all, or any Substantial Part, of its or their assets or
         businesses (including, without limitation, any securities issued by a
         Subsidiary);

                  (2) The purchase, exchange, lease or other acquisition by the
         Corporation or any of its Subsidiaries (in a single transaction or a
         series of related transactions) of all or substantially all, or any
         Substantial Part, of the assets or business of a Related Person or any
         Affiliate or Associate of such Related Person;

                  (3) Any merger or consolidation of the Corporation or any
         Subsidiary thereof into or with a Related Person or any Affiliate or
         Associate of such Related Person or into or with another Person which,
         after such merger or consolidation, would be an Affiliate or an
         Associate or a Related Person, in each case irrespective of which
         Person is the surviving entity in such merger or consolidation;

                  (4) Any reclassification of securities, recapitalization or
         other transaction (other than a redemption in accordance with the terms
         of the security redeemed) which has the effect, directly or indirectly,
         of increasing the proportionate amount of Voting Shares of the
         Corporation or any Subsidiary thereof which are Beneficially Owned by a
         Related Person, or any partial or complete liquidation, spinoff,
         splitoff or splitup of the



                                       10
<PAGE>   13

         Corporation or any Subsidiary thereof; provided, however, that this
         Section 11.1(d)(4) shall not relate to any transactions of the types
         specified herein that has been approved by a majority of the Whole
         Board of Directors and a majority (but in any event not less than four)
         of the Continuing Directors; or

                  (5) The acquisition upon the issuance thereof of Beneficial
         Ownership by a Related Person of Voting Shares or securities
         convertible into Voting Shares or any voting securities or securities
         convertible into voting securities of any Subsidiary of the
         Corporation, or the acquisition upon the issuance thereof of Beneficial
         Ownership by a Related Person of any rights, warrants or options to
         acquire any of the foregoing or any combinations of the foregoing
         Voting Shares or voting securities of a Subsidiary.

         As used in this definition, a "series of related transactions" shall be
deemed to include not only a series of transactions with the same Related
Person, but also a series of separate transactions with a Related Person or any
Affiliate or Associate of such Related Person.

         Anything in this definition to the contrary notwithstanding, if there
are not less than four Continuing Directors, this definition shall not be deemed
to include (i) any transaction that has been approved on or prior to the Date of
Determination by 80% of this Continuing Directors and by 80% of the Whole Board
of Directors, or (ii) any transaction of the type set forth in Section
11.1(d)(1) through 11.1(d)(3) above, between or among any two or more
Subsidiaries of the Corporation or the Corporation and one or more Subsidiaries
of the Corporation if such transaction has been approved by the affirmative vote
of at least 67% of the Whole Board of Directors and a majority (but in any event
not less than four) of the Continuing Directors on or prior to the Date of
Determination.

         11.1(e) CONTINUING DIRECTOR. A "Continuing Director" shall mean:

                  (1) An individual who was a member of the Board of Directors
         of the Corporation on June 30, 1985, or who was a member of the Board
         of Directors of the Corporation elected by the shareholders prior to
         the time that a Related Person acquired in excess of five percent of
         the stock of the Corporation entitled to vote in the election of
         directors, or

                  (2) If there are not less than six Continuing Directors before
         his designation, an individual designated (before his initial election
         as a director) as a Continuing Director by a majority of the then
         Continuing Directors.

         11.1(f) DATE OF DETERMINATION. The term "Date of Determination" means:

                  (1) The date on which a binding agreement (except for the
         fulfillment of conditions precedent, including without limitation,
         votes of shareholders to approve such transaction) is entered into by
         the Corporation, as authorized by its Board of Directors, and another
         Person providing for any Business Combination; or,



                                       11
<PAGE>   14

                  (2) If such an agreement as referred to in Section 11.1(f)(1)
         above is amended so as to make it less favorable to the Corporation and
         its shareholders, the date on which such amendment is approved by the
         Board of Directors of the Corporation; or,

                  (3) In cases where neither Section 11.1(f)(1) or (2) shall be
         applicable, the record date for the determination of shareholders of
         the Corporation entitled to notice of and to vote upon the transaction
         in question.

         A majority (but in any event not less than four) of the Continuing
         Directors shall have the power and duty to determine the Date of
         Determination as to any transaction under this Article 11. Any such
         determination shall be conclusive and binding for all purposes of this
         Article.

         11.1(g) INDEPENDENT MAJORITY OF SHAREHOLDERS. "Independent Majority of
Shareholders" shall mean the holders of a majority of the outstanding Voting
Shares that are not Beneficially Owned or controlled, directly or indirectly, by
a Related Person.

         11.1(h) OFFER. The term "offer" includes every offer to buy or acquire,
solicitation of an offer to sell, tender offer or request or invitation for
tender of, a security or interest in a security for value.

         11.1(i) PERSON. The term "Person" shall mean any person, partnership,
corporation, group or other entity (other than the Corporation, any Subsidiary
of the Corporation or a trustee holding stock for the benefit of employees of
the Corporation or its Subsidiaries, or any one of them, pursuant to one or more
employee benefit plans or arrangements). When two or more persons act as a
partnership, limited partnership, syndicate, association or other group for the
purpose of acquiring, holding or disposing of shares of stock, such partnership,
syndicate, association or group shall be deemed a "Person".

         11.1(j) RELATED PERSON. "Related Person" means any Person which is the
Beneficial Owner as of the Date of Determination or immediately prior to the
consummation of a Business Combination, or both, of 5% or more of the Voting
Shares, or any person who is an Affiliate of the Corporation and at any time
within five years preceding the Date of Determination was the Beneficial Owner
of five percent or more of the then outstanding Voting Shares, but does not
include any one or group of more than one Continuing Director.

         11.1(k) SUBSTANTIAL PART. The term "Substantial Part" as used with
reference to the assets of the Corporation, of any Subsidiary or of any Related
Person means assets having a value of more than five percent of the total
consolidated assets of the Corporation and its Subsidiaries as of the end of the
Corporation's most recent fiscal year ending prior to the time the determination
is being made.

         11.1(l) SUBSIDIARY. "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or indirectly, by
the Corporation; provided, however, that for the purposes of the definition of
Person or Related Person set forth in Section 11.1(i)



                                       12
<PAGE>   15

and 11.1(j) above, the term "Subsidiary" shall mean only a corporation of which
a majority of each class of equity security is owned, directly or indirectly, by
the Corporation.

         11.1(m) VOTING SHARES. "Voting Shares" shall mean shares of the
Corporation entitled to vote generally in the election of directors.

         11.1(n) WHOLE BOARD OF DIRECTORS. "Whole Board of Directors" shall mean
the total number of directors which the Corporation would have if there were no
vacancies.

         11.1(o) CERTAIN DETERMINATIONS WITH RESPECT TO ARTICLE XI.

                  (1) A majority (but in any event not less than four) of the
         Continuing Directors shall have the power to determine for the purposes
         of this Article XI, on the basis of information known to them: (i) the
         number of Voting Shares of which any Person is the Beneficial Owner,
         (ii) whether a Person is an Affiliate or Associate of another, (iii)
         whether a Person has an agreement, arrangement or understanding with
         another as to the matters referred to in the definition of "Beneficial
         Owner" as hereinabove defined, (iv) whether the assets subject to any
         Business Combination constitute a "Substantial Part" as hereinabove
         defined, (v) whether two or more transactions constitute a "series of
         related transactions" as hereinabove defined, (vi) any matters referred
         to in Section 11.1(o)(2) below, and (vii) such other matters with
         respect to which a determination is required under this Article XI.

                  (2) A Related Person shall be deemed to have acquired a share
         of the Corporation at the time when such Related Person became the
         Beneficial Owner thereof. With respect to shares owned by Affiliates,
         Associates or other Persons whose ownership is attributed to a Related
         Person under the foregoing definition of Beneficial Owner, if the price
         paid by such Related Person for such shares is not determinable, the
         price so paid shall be deemed to be the higher of (i) the price paid
         upon acquisition thereof by the Affiliate or Associate or other Person
         or (ii) the market price of the shares in question (as determined by a
         majority (but in any event not less than four) of the Continuing
         Directors) at the time when the Related Person became the Beneficial
         Owner thereof.

         11.1(p) FIDUCIARY OBLIGATIONS. Nothing contained in this Article 11
shall be construed to relieve any Related Person from any fiduciary obligation
imposed by law.

         11.2 APPROVAL OF BUSINESS COMBINATION-MINIMUM VOTE. Whether or not a
vote of the shareholders is otherwise required in connection with the
transaction, neither the Corporation nor any of its Subsidiaries shall become
party to any Business Combination without the prior affirmative vote at a
meeting of the Corporation's shareholders as to all shares owned:

                  (1) By the holders of not less than 67% of the outstanding
         Voting Shares, voting separately as a class, and

                  (2) By an Independent Majority of Shareholders;



                                       13
<PAGE>   16

provided, however, that the provisions of this Section 11.2 shall not apply to
any Business Combination approved by 67% of the Whole Board of Directors of the
Corporation either (a) at a time prior to the acquisition of 5% or more of the
outstanding Voting Shares of the Corporation by the Related Person, or (b) after
such acquisition, but only so long as such Related Person sought and obtained
the approval, by the affirmative vote of at least 67% of the Whole Board of
Directors of the Corporation, of the acquisition of 5% of more to the
outstanding Voting Shares prior to such acquisition being consummated; and
provided further, that this Section 11.2 shall not apply to, and such vote shall
not be required for, any Business Combination recommended to shareholders by the
favorable vote of not less than a majority of the Whole Board of Directors and a
majority (but in any event not less than four) of the Continuing Directors and
any such Business Combination so recommended shall require only the vote, if
any, required under the applicable provisions of the Delaware Corporation Laws.
The affirmative vote required by this Section 11.2 is in addition to the vote of
the holders of any class or series of stock of the Corporation otherwise
required by law, this Certificate of Incorporation (including, without
limitation, any voting requirements in Section 11.3 hereof, if applicable), any
resolution which has been adopted by the Board of Directors providing for the
issuance of a class or series of stock, or any agreement between the Corporation
and any securities exchange.

         11.3 APPROVAL OF BUSINESS COMBINATION-MAXIMUM VOTE.

         11.3(a) Except as provided in Section 11.3(b) or Section 11.3(d),
neither the Corporation nor any of its Subsidiaries shall become party to any
Business Combination without the prior affirmative vote at a meeting of the
Corporation's shareholders:

                  (1) By the holders of not less than 80% of the outstanding
         Voting Shares, voting separately as a class, and

                  (2) By an Independent Majority of Shareholders.

         Such favorable votes shall be in addition to any shareholder vote which
would be required without reference to this Section 11.3 and shall be required
notwithstanding the fact that no vote may be required, or that some lesser
percentage may specified by law or elsewhere in this Certificate of
Incorporation (including, without limitation, the lesser vote required by
Section 11.2 hereof, if applicable) or the By-laws of the Corporation or
otherwise.

         11.3(b) The provisions of Section 11.3(a) shall not apply to a
particular Business Combination, and such Business Combination shall require
only such shareholder vote (if any) as would be required without reference to
this Section 11.3, if all of the conditions set forth in Subparagraphs (1)
through (7) below are satisfied:

                  (1) The ratio of (i) the aggregate amount of the cash and the
         fair market value of the other consideration to be received per share
         of the Common Stock of the Corporation in such Business Combination by
         holders of Common Stock other than the Related Person involved in such
         Business Combination, to (ii) the market price per share of the Common
         Stock immediately prior to the announcement of the proposed Business
         Combination, is at least as great as the ratio of (x) the highest per
         share price (including



                                       14
<PAGE>   17

         brokerage commissions, such transfer taxes and soliciting dealers'
         fees) which such Related Person has theretofore paid in acquiring any
         Common Stock prior to such Business Combination, to (y) the market
         price per share of the Common Stock immediately prior to the initial
         acquisition by such Related Person of any shares of Common Stock; and

                  (2) The aggregate amount of the cash and the fair market value
         of other consideration to be received per share of Common Stock in such
         Business Combination, (i) is not less than the highest per share price
         (including brokerage commissions, transfer taxes and soliciting
         dealers' fees) paid by such Related Person in acquiring any of its
         holdings of Common Stock, and (ii) is not less than 150% of the book
         value of a share of the Common Stock, as reflected in the balance sheet
         of the Corporation as of the last day of the last fiscal quarter of the
         Corporation preceding the Date of Determination; and

                  (3) If applicable, the ratio of (i) the aggregate amount of
         the cash and the fair market value of other consideration to be
         received per share of Preferred Stock of the Corporation in such
         Business Combination by holders of Preferred Stock other than the
         Related Person involved in such Business Combination, to (ii) the
         market price per share of the Preferred Stock immediately prior to the
         announcement of the proposed Business Combination, is at least as great
         as the ratio of (x) the highest per share price (including brokerage
         commissions, transfer taxes and soliciting dealers' fees) which such
         Related Person has theretofore paid in acquiring any Preferred Stock
         prior to such Business Combination to (y) the market price per share of
         Preferred Stock immediately prior to the initial acquisition by such
         Related Person of any shares of Preferred Stock; and

                  (4) If applicable, the aggregate amount of the cash and the
         fair market value of other consideration to be received per share of
         Preferred Stock in such Business Combination by holders of Preferred
         Stock, other than the Related Person involved in such Business
         Combination, (i) is not less than the highest per share price
         (including brokerage commissions, transfer taxes and soliciting
         dealers' fees) paid by such Related Person in acquiring any of its
         holdings of Preferred Stock, and (ii) is not less than the highest
         preferential amount per share to which the holders of shares of such
         class of Preferred Stock would be entitled in the event of any
         voluntary or involuntary liquidation, dissolution or winding up of the
         affairs of the Corporation, regardless of whether the Business
         Combination to be consummated constitutes such an event; and

                  (5) The consideration (if any) to be received in such Business
         Combination by holders of stock other than the Related Person involved
         shall, except to the extent that a shareholder agrees otherwise as to
         all or part of the shares which he or she owns, be in the same form and
         of the same kind as the consideration paid by the Related Person in
         acquiring stock already owed by it; and

                  (6) After such Related Person became a Related Person and
         prior to the consummation of such Business Combination:



                                       15
<PAGE>   18

                           (i) such Related Person shall have taken steps to
                  insure that the Board of Directors of the Corporation included
                  at all times representation by the Continuing Directors
                  proportionate to the ratio that the number of Voting Shares of
                  the Corporation from time to time owned by shareholders who
                  are not Related Persons bears to all Voting Shares of the
                  Corporation outstanding at the time in question (with a
                  Continuing Director to occupy any resulting fractional
                  position among the directors);

                           (ii) such Related Person shall not have acquired from
                  the Corporation, directly or indirectly, any shares of the
                  Corporation (except (x) upon conversion of convertible
                  securities acquired by it prior to becoming a Related person
                  or (y) as a result of a pro rata stock dividend, stock split
                  or division of shares or (z) in a transaction which satisfied
                  all applicable requirements of this article XI);

                           (iii) such Related Person shall not have acquired any
                  additional Voting Shares of the Corporation or securities
                  convertible into or exchangeable for Voting Shares except as a
                  part of the transaction which resulted in such Related
                  Person's becoming a Related Person;

                           (iv) such Related Person shall not have (x) received
                  the benefit, directly or indirectly (except proportionately as
                  a shareholder), of any loans, advances, guarantees, pledges or
                  other financial assistance or tax credits provided by the
                  Corporation or any Subsidiary, or (y) made any major change in
                  the Corporation's business or equity capital structure or
                  entered into any contract, arrangement or understanding with
                  the Corporation except any such change, contract, arrangement
                  or understanding as may have been approved by the favorable
                  vote of not less than a majority of the Whole Board of
                  Directors and a majority (but in any event not less than four)
                  of the Continuing Directors of the Corporation; and

                           (v) except as approved by a majority of the Whole
                  Board of Directors and a majority (but in any event not less
                  than four) of the Continuing Directors, there shall have been:
                  (x) no failure to declare and pay at the regular date therefor
                  any full quarterly dividends (whether or not cumulative) on
                  the outstanding Preferred Stock; (y) no reduction in the
                  annual rate of dividends paid on the Common Stock (except as
                  necessary to reflect any subdivision of the Common Stock); and
                  (z) an increase in such annual rate of dividends as necessary
                  to reflect any reclassification (including any reverse stock
                  split), recapitalization, reorganization or any similar
                  transaction which has the effect of reducing the number of
                  outstanding shares of the stock; and

                  (7) A proxy statement complying with the requirements of the
         Securities Exchange Act of 1934, as amended, shall have been mailed to
         all holders of Voting Shares for the purpose of soliciting shareholder
         approval of such Business Combination. Such proxy statement shall
         contain at the front thereof, in a prominent place, any recommendations
         as to the advisability (or inadvisability) of the Business Combination



                                       16
<PAGE>   19

         which the Continuing Directors, or any of them, may have furnished in
         writing and, if deemed advisable by a majority (but in any event not
         less than four) of the Continuing Directors, an opinion of a reputable
         investment banking firm as to the fairness (or lack of fairness) of the
         terms of such Business Combination from the point of view of the
         holders of Voting Shares other than any Related Person (such investment
         banking firm to be selected by a majority (but in any event not less
         than four) of the Continuing Directors, to be furnished with all
         information it reasonably requests, and to be paid a reasonable fee for
         its services upon receipt by the Corporation of such opinion).

         11.3(c) For purposes of Sections 11.3(b)(1) through 11.3(b)(4) hereof,
in the event of a Business Combination upon consummation of which the
Corporation would be the surviving corporation or company or would continue to
exist (unless it is provided, contemplated or intended that as part of such
Business Combination or within one year after consummation thereof a plan of
liquidation or dissolution of the Corporation will be effected), the term "other
consideration to be received" shall include (without limitation) stock retained
by shareholders of the Corporation other than Related Persons who are parties to
such Business Combination.

         11.3(d) The provision of this Section 11.3 shall not apply to any
Business Combination approved by 67% of the Whole Board of Directors of the
Corporation either (i) at a time prior to the acquisition of 5% of more of the
outstanding Voting Shares of the Corporation by the Related Person, or (ii)
after such acquisition, but only so long as such Related Person sought and
obtained the approval, by the affirmative vote of at least 67% of the Whole
Board of Directors of the Corporation, of the acquisition of 5% or more of the
outstanding Voting Shares prior to such acquisition being consummated.

         11.3(e) Any amendment, change or repeal of this Section 11.3 or any
other amendment of this Certificate of Incorporation which would have the effect
of modifying or permitting circumvention of this Section 11.3 shall require the
affirmative vote, at a meeting of shareholders of the Corporation, as to all
shares held:

                  (1) By the holders of at least 80% of the voting power of the
         then outstanding Voting Shares; and

                  (2) By an Independent Majority of Shareholders;

provided, however, that in the event that any such amendment, change or repeal
is recommended to shareholders by the favorable vote of not less than a majority
of the Whole Board of Directors and a majority (but in any event not less than
four) of the Continuing Directors, then such amendment, change or repeal so
recommend shall require only the vote of an Independent Majority of shareholders
and the vote, if any, required under the applicable provisions of the Delaware
Corporation Laws.

         11.4 BOARD OF DIRECTORS.

         11.4(a) The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. The number of directors of the
Corporation (exclusive of



                                       17
<PAGE>   20

directors to be elected by the holders of any one or more series of the
Preferred Stock voting separately as a class or classes) that shall constitute
the initial Board of Directors shall be seven. A majority of the Whole Board of
Directors may by resolution increase or decrease the number of directors
constituting the Whole Board of Directors by up to two members within any
twelve-month period. The number of directors constituting the Whole Board of
Directors may be increased or decreased by more than two members within any
twelve-month period, from time to time by resolution adopted by:

                  (1) The Board of Directors, by the affirmative vote of at
         least 67% of the Whole Board of Directors and a majority (but in any
         event not less than six) of the Continuing Directors; or

                  (2) The shareholders, by the affirmative vote of at least 80%
         of the then outstanding Voting Shares and an Independent Majority of
         Shareholders;

provided, however, that the minimum number of directors shall be five and the
maximum number of directors shall be eleven.

         11.4(b) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the By-laws of the Corporation), any director or the entire
Board of Directors of the Corporation may be removed at any time with or without
cause only by the affirmative vote, at a meeting of the shareholders called for
that purpose, by the holders of 2/3 or more of the Voting Shares of the Class or
Classes that elected the director.

         11.4(c) In addition to the right of the Board of Directors of the
Corporation to make nominations for the election of directors, nominations for
the election of directors may be made by any shareholder entitled to vote for
the election of directors may be made by any shareholder entitled to vote for
the election of directors if that shareholder complies with all of the
provisions of this Section 11.4(c).

                  (1) Advance notice of such proposed nomination shall be
         received by the Chairman of the Nominating Committee of the Board of
         Directors of the Corporation (which notice may be sent to such Chairman
         in care of the Secretary of the Corporation) or, in the absence of such
         a Nominating Committee, by the Secretary of the Corporation, not less
         than 14 days nor more than 60 days prior to any meeting of the
         shareholders called for the election of directors; provided, however,
         that if fewer than 21 days' notice of the meeting is given to
         shareholders, such written notice shall be received not later than the
         close of the tenth day following the day on which notice of the meeting
         was mailed to shareholders.

                  (2) Each notice under Section 11.4(c)(1) shall set forth (i)
         the name, age, business address and, if known, residence address of
         each nominee proposed in such notice, (ii) the principal occupation or
         employment of each such nominee, and (iii) the number of shares of
         stock of the Corporation which are Beneficially Owned by each such



                                       18
<PAGE>   21

         nominee. In addition, the shareholder making such nomination shall
         promptly provide any other information reasonably requested by the
         Corporation.

                  (3) The nomination made by the shareholder may only be made in
         a meeting of the shareholders of the Corporation called for the
         election of directors at which such shareholder is present in person or
         by proxy, and can only be made by a shareholder who has theretofore
         complied with the notice provisions of Section 11.4(c)(1) and (2)
         above.

                  (4) The Chairman of the meeting may in his discretion
         determine and declare to the meeting that a nomination was not made in
         accordance with the foregoing procedures, and if he should so
         determine, he shall so declare to the meeting and the defective
         nomination shall be disregarded.

         11.7 AMENDMENTS OF THIS ARTICLE XI. Notwithstanding any other
provisions of this Certificate of Incorporation or the By-laws of the
Corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, this Certificate of Incorporation or the By-laws of the
Corporation), and in addition to such additional vote of any preferred stock as
may be required by the provisions of any series thereof or by applicable law,
this Article XI (except for Section 11.3 hereof) shall not be amended, altered,
changed or repealed without:

                  (1) The affirmative vote of 67% of the Whole Board of
         Directors and a majority of Continuing Directors, and

                  (2) The affirmative vote (i) by the holders of more than 50%
         of the outstanding Voting Shares, voting separately as a class, and
         (ii) by an Independent Majority of Shareholders.

         11.8 AMENDMENTS OF BY-LAWS. The By-laws of the Corporation may be
adopted, altered, amendment or repealed or new by-laws may be adopted by the
Board of Directors at any regular or special meeting upon the affirmative vote
of both 67% of the Whole Board of Directors and a majority (but in any event not
less than four) of the Continuing Directors as defined in the Certificate of
Incorporation of the Corporation. The By-laws of the Corporation may also be
adopted, altered, amend or repealed or new bylaws may be adopted by the
shareholders only upon the affirmative vote as to all stock held (i) by the
holders of not less than 67% of the Outstanding Voting Shares and (ii) by an
Independent Majority of Shareholders, as defined in the Certificate of
Incorporation of the Corporation.




                                       19
<PAGE>   22
                                  AMENDMENT TO

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       DAIRY MART CONVENIENCE STORES, INC.

                                UNDER SECTION 242

                                     OF THE

                        DELAWARE GENERAL CORPORATION LAW

         Dairy Mart Convenience Stores, Inc., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:

         FIRST:   The name of the Corporation is Dairy Mart Convenience Stores,
                  Inc.

         SECOND:  The Certificate of Incorporation of the Corporation was filed
                  with the Secretary of the State of Delaware on the 8th day of
                  February 1972, under the name Giant Dairy Mart Corporation.

         THIRD:   On June 30, 1991, the Certificate of Incorporation, and
                  certain amendments thereto, were integrated into a Restated
                  Certificate of Incorporation.

         FOURTH:  Article IV of the Restated Certificate of Incorporation, as
                  amended or supplemented heretofore, is further amended and
                  restated in its entirety to read as herein set forth as on
                  Exhibit A (the "Amendment").

         FIFTH:   The Amendment was duly adopted by the Stockholders of the
                  Corporation in accordance with Section 242 of the General
                  Corporation Law of the State of Delaware.




<PAGE>   23



IN WITNESS WHEREOF, Dairy Mary Convenience Stores, Inc. has caused this
Certificate to be signed by Gregory G. Landry, its Executive Vice President, and
attested by Susan Adams, its Secretary, this 8th day of February, 2000.

                                 DAIRY MART CONVENIENCE STORES, INC.


                                 By: /s/ Gregory G. Landry
                                     ---------------------
                                     Gregory G. Landry, Executive Vice President

ATTEST:



By: /s/ Susan Adams
    ---------------
    Susan Adams, Assistant Secretary





                                       2
<PAGE>   24




                                    EXHIBIT A

                                   ARTICLE IV

         A. Authorized Capital Stock. The aggregate number of shares which the
Corporation shall have authority to issue is 31,000,000 shares, consisting of:

                  1. 1,000,000 shares of Serial Preferred Stock, par value $.01
                  per share ("Serial Preferred Stock");

                  2. 30,000,000 shares of Common Stock, par value $.01 per share
                  (the "Common Stock").

         B. Serial Preferred Stock. The Board of Directors is authorized at any
time, and from time to time, to provide for the issuance of shares of Serial
Preferred Stock in one or more series, and to determine the designations,
preferences, limitations and relative or other rights of the Serial Preferred
Stock or any series thereof. For each series, the Board of Directors shall
determine, by resolution or resolutions adopted prior to the issuance of any
shares thereof, the designations, preferences, limitations and relative or other
rights thereof, including but not limited to the following relative rights and
preferences, as to which there may be variations among different series:

                  1. The rate and manner of payment of dividends, if any;

                  2. Whether shares may be redeemed and, if so, the redemption
                     price and the terms and conditions of redemption;

                  3. The amount payable for shares in the event of liquidation,
                     dissolution or other winding up of the Corporation;

                  4. Sinking fund provisions, if any, for the redemption or
                     purchase of shares;

                  5. The terms and conditions, if any, on which shares may be
                     converted or exchanged;

                  6. Voting rights, if any; and

                  7. Any other rights and preferences of such shares, to the
                     full extent now or hereafter permitted by the laws of the
                     State of Delaware.

         The Board of Directors shall have the authority to determine the number
of shares that will comprise each series.


<PAGE>   25

         Prior to the issuance of any shares of a series, but after adoption by
the Board of Directors of the resolution establishing such series, the
appropriate officers of the Corporation shall file such documents with the State
of Delaware as may be required by law.

         C. Common Stock. The powers, preferences, rights, qualifications,
limitations and restrictions of the shares of Common Stock are as follows:

                  1. Voting. Each outstanding share of Common Stock will entitle
the holder thereof to one vote on each matter submitted to such holder to vote
on.

                  2 Conversion. (a) Upon the effectiveness of this Article IV,
(a) each issued share of Class A Common Stock, $.01 par value (the "Class A
Common Stock") (including each treasury share), shall automatically be changed,
reclassified, converted and thereafter constitute one share of Common Stock and
(b) each issued share of Class B Common Stock, $.01 par value (the "Class B
Common Stock") (including each treasury share), shall, subject to paragraph
2(b), automatically be changed, reclassified, converted and thereafter
constitute 1.1 shares of Common Stock, in each case without any action on the
part of any holder thereof.

                  (b) No fractional shares will be issued in connection with any
change, reclassification, conversion or reconstitution of shares of Class B
Common Stock. Rather, holders of Class B Common Stock who would otherwise be
entitled to receive a fraction of a share of Common Stock (after aggregating all
the shares that are evidenced by certificates registered in the name of such
holder) will receive (i) one additional share of Common Stock in lieu thereof if
such fraction of a share of Common Stock is equal to .50 or greater or (ii) no
additional shares of Common Stock or other consideration in lieu thereof, if
such fraction of a share of Common Stock is less than .50.

                  (c) Upon the effectiveness of this Article IV, holders of
record of any certificates that, immediately prior to the effectiveness of this
Article IV, represented shares of Class A Common Stock or Class B Common Stock,
but which now, by virtue of the effectiveness of this Article IV, represent
shares of Common Stock, shall be entitled to receive, upon surrender of such
certificates, new certificates that evidence the appropriate number of shares
and designation of the Common Stock.


                                       2

<PAGE>   26

                                     AMENDED
                           CERTIFICATE OF DESIGNATIONS
                                       OF
                         SERIES A JUNIOR PREFERRED STOCK
                                       OF
                       DAIRY MART CONVENIENCE STORES, INC.
                     Pursuant to Section 151 of the Delaware
                             General Corporation Law



                  Dairy Mart Convenience Stores, Inc., a corporation organized
and existing under the Delaware General Corporation Law (the "Company"), in
accordance with the provisions of Section 151(g) of such law, DOES HEREBY
CERTIFY as follows:

                  FIRST: On January 30, 1996 at 3:30 p.m., the Certificate of
Designation of Series A Junior Preferred Stock of the Company was filed that
created a series of 89,400 shares of Preferred Stock designated as Series A
Junior Preferred Stock.

                  SECOND: None of the 89,400 shares of Preferred Stock
designated as Series A Junior Preferred Stock are outstanding and none have ever
been issued.

                  THIRD: On December 16, 1999 the Board of Directors, pursuant
to Section 151(g) of the Delaware General Corporation Law and the authority
vested in the Board of Directors of the Company in accordance with the
provisions of Article IV, paragraph B of the amendment to the Restated
Certificate of Incorporation of the Company adopted the following resolutions:

                  RESOLVED, that upon the effectiveness of the Amendment, that
         the Rights Plan dated January 19, 1996 between the Company and Fleet
         Bank, successor to The First National Bank of Boston (the "Rights
         Plan"), is hereby amended and restated in its entirety, including the
         Certificate of Designation that sets forth the terms of the Series A
         Junior Preferred Stock, par value $.01 per share (the "Certificate of
         Designation"), in the form presented to the members of the Board of
         Directors in advance of this meeting;

                  FURTHER RESOLVED, that the Authorized Officers are, and each
         of them acting alone is, hereby authorized and directed to execute and
         deliver, for and on behalf of the Company, the Rights Agreement and any
         certification in connection with the filing of the Certificate of
         Designation, with such changes therein and modifications thereto (which
         changes and modifications may be of a substantive nature) as may be
         approved by such Authorized Officer who is executing the same, with his
         or her execution thereof to be conclusive evidence of such approval;

                  FURTHER RESOLVED, that the Chairman of the Board and the Chief
         Executive Officer are, and each of them acting along is, hereby
         authorized, but not required, to terminate Fleet Bank as the Rights
         Agent and substitute

<PAGE>   27
         therefor any other reputable agent, including American Stock Transfer &
         Trust Company; and

                  FURTHER RESOLVED, that the Authorized Officers of the Company
         are, and each of them is, hereby empowered and directed to take any
         further action to do any other things they deem necessary or desirable
         in connection with carrying out the foregoing resolutions, including
         filing the amended Certificate of Designation with the Secretary of the
         State of the State of Delaware.


                  FOURTH: Pursuant to the resolutions adopted by the Board of
Directors of the Company, the Certificate of Designation previously filed with
the Secretary of the State of Delaware on January 30, 1996 amends and restates
this series of 89,400 shares of Preferred Stock designated as Series A Junior
Preferred Stock, as follows:

                  Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting such series shall be
89,400.

                  Section 2. Dividends and Distributions. (A) Subject to the
provisions for adjustment hereinafter set forth, the holders of shares of Series
A 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, (i) cash
dividends in an amount per share (rounded to the nearest cent) equal to 100
times the aggregate per share amount of all cash dividends declared or paid on
the Common Stock, $0.01 par value per share, of the Company (the "Common Stock")
and (ii) a preferential cash dividend (the "Preferential Dividends"), if any, in
preference to the holders of any class of Common Stock, on the first day of
February, May, August and November of each year (each 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 A Preferred
Stock, payable in an amount (except in the case of the first Quarterly Dividend
Payment if the date of the first issuance of Series A Preferred Stock is a date
other than a Quarterly Dividend Payment date, in which case such payment shall
be a prorated amount of such amount) equal to $.10 per share of Series A
Preferred Stock less the per share amount of all cash dividends declared on the
Series A Preferred Stock pursuant to clause (i) of this sentence 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 A Preferred Stock. In the event the Company shall,
at any time after the issuance of any share or fraction of a share of Series A
Preferred Stock, make any distribution on the shares of Common Stock of the
Company, whether by way of a dividend or a reclassification of stock, a
recapitalization, reorganization or partial liquidation of the Company or
otherwise, which is payable in cash or any debt security, debt instrument, real
or personal property or any other property (other than cash dividends subject to
the immediately preceding sentence, a distribution of shares of Common Stock or
other capital stock of the Company or a distribution of rights or warrants to
acquire any such share, including any debt security convertible into or
exchangeable for any such share, at a price less than the Fair Market Value (as
hereinafter defined) of such share), then, and in each such event, the Company
shall simultaneously pay on each then outstanding share of Series A Preferred
Stock of the Company a distribution, in like kind, of 100 times such



                                       2
<PAGE>   28

distribution paid on a share of Common Stock (subject to the provisions for
adjustment hereinafter set forth). The dividends and distributions on the Series
A Preferred Stock to which holders thereof are entitled pursuant to clause (i)
of the first sentence of this paragraph and pursuant to the second sentence of
this paragraph are hereinafter referred to as "Dividends" and the multiple of
such cash and non-cash dividends on the Common Stock applicable to the
determination of the Dividends, which shall be 100 initially but shall be
adjusted from time to time as hereinafter provided, is hereinafter referred to
as the "Dividend Multiple". In the event the Company shall at any time after
February 8, 2000 declare or pay any dividend or make any distribution on Common
Stock payable in shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then in each
such case the Dividend Multiple thereafter applicable to the determination of
the amount of Dividends which holders of shares of Series A Preferred Stock
shall be entitled to receive shall be the Dividend Multiple applicable
immediately prior to such event multiplied by a fraction the numerator of which
is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B) The Company shall declare each Dividend at the same time
it declares any cash or non-cash dividend or distribution on the Common Stock in
respect of which a Dividend is required to be paid. No cash or non-cash dividend
or distribution on the Common Stock in respect of which a Dividend is required
to be paid shall be paid or set aside for payment on the Common Stock unless a
Dividend in respect of such dividend or distribution on the Common shall be
simultaneously paid, or set aside for payment, on the Series A Preferred Stock.

                  (C) Preferential Dividends shall begin to accrue on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of Stock issuance of any shares of Series A
Preferred Stock. Accrued but unpaid Preferential Dividends shall cumulate but
shall not bear interest. Preferential Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

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

                  (A) Subject to the provisions for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 1 vote on all matters submitted to a vote of the holders of the Common Stock.
The number of votes which a holder of Series A Preferred Stock is entitled to
cast, as the same may be adjusted from time to time as hereinafter provided, is
hereinafter referred to as the "Vote Multiple". In the event the Company shall
at any time after February 8, 2000 declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then in each
such case the Vote Multiple thereafter applicable to the determination of the
number of votes per share to which holders of shares of Series A Preferred Stock
shall be entitled after such event shall be the Vote Multiple immediately prior
to such event multiplied by a



                                       3
<PAGE>   29

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

                  (B) Except as otherwise provided herein, in the Restated
Certificate of Incorporation or By-laws, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the Company.

                  (C) In the event that the Preferential Dividends accrued on
the Series A Preferred Stock for four or more quarterly dividend periods,
whether consecutive or not, shall not have been declared and paid or irrevocably
set aside for payment, the holders of record of Preferred Stock of the Company
of all series (including the Series A Preferred Stock), other than any series in
respect of which such right is expressly withheld by the Restated Certificate of
Incorporation or the authorizing resolutions included in any Certificate of
Designations therefor, shall have the right, at the next meeting of stockholders
called for the election of directors, to elect two members to the Board of
Directors, which directors shall be in addition to the number required by the
By-laws prior to such event, to serve until the next Annual Meeting and until
their successors are elected and qualified or their earlier resignation, removal
or incapacity or until such earlier time as all accrued and unpaid Preferential
Dividends upon the outstanding shares of Series A Preferred Stock shall have
been paid (or irrevocably set aside for payment) in full. The holders of shares
of Series A Preferred Stock shall continue to have the right to elect directors
as provided by the immediately preceding sentence until all accrued and unpaid
Preferential Dividends upon the outstanding shares of Series A Preferred Stock
shall have been paid (or set aside for payment) in full. Such directors may be
removed and replaced by such stockholders, and vacancies in such directorships
may be filled only by such stockholders (or by the remaining director elected by
such stockholders, if there be one) in the manner permitted by law; provided,
however, that any such action by stockholders shall be taken at a meeting of
stockholders and shall not be taken by written consent thereto.

                  (D) Except as otherwise required by the Restated Certificate
of Incorporation or By-laws or set forth herein, holders of Series A Preferred
Stock shall have no other 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 the taking of any corporate action.

                  Section 4. Certain Restrictions.

                  (A) Whenever Preferential Dividends or Dividends are in
arrears or the Company shall be in default of payment thereof, thereafter and
until all accrued and unpaid Preferential Dividends and Dividends, whether or
not declared, on shares of Series A Preferred Stock outstanding shall have been
paid or set irrevocably aside for payment in full, and in addition to any and
all other rights which any holder of shares of Series A Preferred Stock may have
in such circumstances, the Company 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

                                       4
<PAGE>   30
         (either as to dividends or upon liquidation, dissolution or winding up)
         to the Series A Preferred Stock;

                  (ii) declare or pay dividends on or make any other
         distributions on any shares of stock ranking on a parity as to
         dividends with the Series A Preferred Stock, unless dividends are paid
         ratably on the Series A Preferred Stock and all such parity stock on
         which dividends are payable or in arrears in proportion to the total
         amounts to which the holders of all such shares are then entitled if
         the full dividends accrued thereon were to be paid;

                  (iii) except as permitted by subparagraph (iv) of this
         paragraph 4(A), redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series A Preferred Stock, provided that the Company may at any time
         redeem, purchase or otherwise acquire shares of any such parity stock
         in exchange for shares of any stock of the Company ranking junior (both
         as to dividends and upon liquidation, dissolution or winding up) to the
         Series A Preferred Stock; or

                  (iv) purchase or otherwise acquire for consideration any
         shares of Series A Preferred Stock, or any shares of stock ranking on a
         parity with the Series A Preferred Stock (either as to dividends or
         upon liquidation, dissolution or winding up), except in accordance with
         a purchase offer made 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 Company shall not permit any Subsidiary (as
hereinafter defined) of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner. A "Subsidiary" of the Company shall mean any
corporation or other entity of which securities or other ownership interests
having ordinary voting power sufficient to elect a majority of the board of
directors of such corporation or other entity or other persons performing
similar functions are beneficially owned, directly or indirectly, by the Company
or by any corporation or other entity that is otherwise controlled by the
Company.

                  (C) The Company shall not issue any shares of Series A
Preferred Stock except upon exercise of Rights issued pursuant to that certain
Amended and Restated Rights Agreement dated as of February 8, 2000 between the
Company and American Stock Transfer & Trust Company, a copy of which is on file
with the Secretary of the Company at its principal executive office and shall be
made available to stockholders of record without charge upon written request
therefor addressed to said Secretary. Notwithstanding the foregoing sentence,
nothing contained in the provisions hereof shall prohibit or restrict the
Company from issuing for any purpose any series of Preferred Stock with rights
and privileges similar to, different from, or greater than, those of the Series
A Preferred Stock.



                                       5
<PAGE>   31

                  Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Company in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares upon their retirement and cancellation shall become authorized but
unissued shares of Preferred Stock, without designation as to series, and such
shares may be reissued as part of a new series of Preferred Stock to be created
by resolution or resolutions of the Board of Directors.

                  Section 6. Liquidation, Dissolution or Winding Up. Upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
no distribution shall be made (i) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock unless the holders of shares of Series A
Preferred Stock shall have received, subject to adjustment as hereinafter
provided, (A) $100.00 per share of Preferred Stock plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment or, (B) if greater than the amount specified in
clause (i)(A) of this sentence, an amount equal to 100 times the aggregate
amount to be distributed per share to holders of Common Stock, as the same may
be adjusted as hereinafter provided and (ii) to the holders of stock ranking on
a parity upon liquidation, dissolution or winding up with the Series A Preferred
Stock, unless simultaneously therewith distributions are made ratably on the
Series A Preferred Stock and all other shares of such parity stock in proportion
to the total amounts to which the holders of shares of Series A Preferred Stock
are entitled under clause (i)(A) of this sentence and to which the holders of
such parity shares are entitled, in each case upon such liquidation, dissolution
or winding up. The amount to which holders of Series A Preferred Stock may be
entitled upon liquidation, dissolution or winding up of the Company pursuant to
clause (i)(B) of the foregoing sentence is hereinafter referred to as the
"Participating Liquidation Amount" and the multiple of the amount to be
distributed to holders of shares of Common Stock upon the liquidation,
dissolution or winding up of the Company applicable pursuant to said clause to
the determination of the Participating Liquidation Amount, as said multiple may
be adjusted from time to time as hereinafter provided, is hereinafter referred
to as the "Liquidation Multiple". In the event the Company shall at any time
after February 8, 2000 declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or split or a combination,
consolidation or reverse split of the outstanding shares of Common Stock into a
greater or lesser number of shares of Common Stock, then, in each such case, the
Liquidation Multiple thereafter applicable to the determination of the
Participating Liquidation Amount to which holders of Series A Preferred Stock
shall be entitled after such event shall be the Liquidation Multiple applicable
immediately prior to such event multiplied 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. Certain Reclassifications and Other Events.

                  (A) In the event that holders of shares of Common Stock of the
Company receive after February 8, 2000 in respect of their shares of Common
Stock any share of capital stock of the Company (other than any share of Common
Stock of the Company), whether by way of reclassification, recapitalization,
reorganization, dividend or other distribution or otherwise (a "Transaction"),
then, and in each such event, the dividend rights, voting rights and rights upon




                                       6
<PAGE>   32

the liquidation, dissolution or winding up of the Company of the shares of
Series A Preferred Stock shall be adjusted so that after such event the holders
of Series A Preferred Stock shall be entitled, in respect of each share of
Series A Preferred Stock held, in addition to such rights in respect thereof to
which such holder was entitled immediately prior to such adjustment, to (i) such
additional dividends as equal the Dividend Multiple in effect immediately prior
to such Transaction multiplied by the additional dividends which the holder of a
share of Common Stock shall be entitled to receive by virtue of the receipt in
the Transaction of such capital stock, (ii) such additional voting rights as
equal the Vote Multiple in effect immediately prior to such Transaction
multiplied by the additional voting rights which the holder of a share of Common
Stock shall be entitled to receive by virtue of the receipt in the Transaction
of such capital stock and (iii) such additional distributions upon liquidation,
dissolution or winding up of the Company as equal the Liquidation Multiple in
effect immediately prior to such Transaction multiplied by the additional amount
which the holder of a share of Common Stock shall be entitled to receive upon
liquidation, dissolution or winding up of the Company by virtue of the receipt
in the Transaction of such capital stock, as the case may be, all as provided by
the terms of such capital stock.

                  (B) In the event that holders of shares of Common Stock of the
Company receive after February 8, 2000 in respect of their shares of Common
Stock any right or warrant to purchase Common Stock (including as such a right,
for all purposes of this paragraph, any security convertible into or
exchangeable for Common Stock) at a purchase price per share less than the Fair
Market Value of a share of Common Stock on the date of issuance of such right or
warrant, then and in each such event the dividend rights, voting rights and
rights upon the liquidation, dissolution or winding up of the Company of the
shares of Series A Preferred Stock shall each be adjusted so that after such
event the Dividend Multiple, the Vote Multiple and the Liquidation Multiple
shall each be the product of the Dividend Multiple, the Vote Multiple and the
Liquidation Multiple, as the case may be, in effect immediately prior to such
event multiplied by a fraction the numerator of which shall be the number of
shares of Common Stock outstanding immediately before such issuance of rights or
warrants plus the maximum number of shares of Common Stock which could be
acquired upon exercise in full of all such rights or warrants and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately before such issuance of rights or warrants plus the number of shares
of Common Stock which could be purchased, at the Fair Market Value of the Common
Stock at the time of such issuance, by the maximum aggregate consideration
payable upon exercise in full of all such rights or warrants.

                  (C) In the event that holders of shares of Common Stock of the
Company receive after February 8, 2000 in respect of their shares of Common
Stock any right or warrant to purchase capital stock of the Company (other than
shares of Common Stock), including as such a right, for all purposes of this
paragraph, any security convertible into or exchangeable for capital stock of
the Company (other than Common Stock), at a purchase price per share less than
the Fair Market Value of such shares of capital stock on the date of issuance of
such right or warrant, then and in each such event the dividend rights, voting
rights and rights upon liquidation, dissolution or winding up of the Company of
the shares of Series A Preferred Stock shall each be adjusted so that after such
event each holder of a share of Series A Preferred Stock shall be entitled, in
respect of each share of Series A Preferred Stock held, in addition to such
rights in respect thereof to which such holder was entitled immediately prior to
such event, to receive (i)



                                       7
<PAGE>   33

such additional dividends as equal the Dividend Multiple in effect immediately
prior to such event multiplied, first, by the additional dividends to which the
holder of a share of Common Stock shall be entitled upon exercise of such right
or warrant by virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction (as hereinafter defined)
and (ii) such additional voting rights as equal the Vote Multiple in effect
immediately prior to such event multiplied, first, by the additional voting
rights to which the holder of a share of Common Stock shall be entitled upon
exercise of such right or warrant by virtue of the capital stock which could be
acquired upon such exercise and multiplied again by the Discount Fraction and
(iii) such additional distributions upon liquidation, dissolution or winding up
of the Company as equal the Liquidation Multiple in effect immediately prior to
such event multiplied, first, by the additional amount which the holder of a
share of Common Stock shall be entitled to receive upon liquidation, dissolution
or winding up of the Company upon exercise of such right or warrant by virtue of
the capital stock which could be acquired upon such exercise and multiplied
again by the Discount Fraction. For purposes of this paragraph, the "Discount
Fraction" shall be a fraction the numerator of which shall be the difference
between the Fair Market Value of a share of the capital stock subject to a right
or warrant distributed to holders of shares of Common Stock of the Company as
contemplated by this paragraph immediately after the distribution thereof and
the purchase price per share for such share of capital stock pursuant to such
right or warrant and the denominator of which shall be the Fair Market Value of
a share of such capital stock immediately after the distribution of such right
or warrant.

(D) For purposes of this Certificate of Designations, the "Fair Market Value" of
a share of capital stock of the Company (including a share of Common Stock) on
any date shall be deemed to be the average of the daily closing price per share
thereof over the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date; provided, however, that, in the event
that such Fair Market Value of any such share of capital stock is determined
during a period which includes any date that is within 30 Trading Days after (i)
the ex-dividend date for a dividend or distribution on stock payable in shares
of such stock or securities convertible into shares of such stock, or (ii) the
effective date of any subdivision, split, combination, consolidation, reverse
stock split or reclassification of such stock, then, and in each such case, the
Fair Market Value shall be appropriately adjusted by the Board of Directors of
the Company to take into account ex-dividend or post-effective date trading. The
closing price for any day shall be the last sale price, regular way, or, in
case, no such sale takes place on such day, the average of the closing bid and
asked prices, regular way (in either case, as reported in the applicable
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange), or, if the shares are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
applicable transaction reporting system with respect to securities listed on the
principal national securities exchange on which the shares are listed or
admitted to trading or, if the shares are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or such other system then in use, or if on any such
date the shares are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the shares selected by the Board of Directors of the Company. The
term "Trading Day" shall mean a day on which the principal national securities
exchange on which the shares are listed or admitted to trading is open for the
transaction of business or, if the shares are not listed or admitted to



                                       8
<PAGE>   34

trading on any national securities exchange, on which the New York Stock
Exchange or such other national securities exchange as may be selected by the
Board of Directors of the Company is open. If the shares are not publicly held
or not so listed or traded on any day within the period of 30 Trading Days
applicable to the determination of Fair Market Value thereof as aforesaid, "Fair
Market Value" shall mean the fair market value thereof per share as determined
in good faith by the Board of Directors of the Company. In either case referred
to in the foregoing sentence, the determination of Fair Market Value shall be
described in a statement filed with the Secretary of the Company.

                  Section 8. Consolidation, Merger, etc. In case the Company
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 each
outstanding share of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and/or other property (payable in like kind), as the case may
be, for which or into which each share of Common Stock is changed or exchanged
multiplied by the highest of the Vote Multiple, the Dividend Multiple or the
Liquidation Multiple in effect immediately prior to such event.

                  Section 9. Effective Time of Adjustments.

                  (A) Adjustments to the Series A Preferred Stock required by
the provisions hereof shall be effective as of the time at which the event
requiring such adjustments occurs.

                  (B) The Company shall give prompt written notice to each
holder of a share of Series A Preferred Stock of the effect of any adjustment to
the voting rights, dividend rights or rights upon liquidation, dissolution or
winding up of the Company of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the Company to give such
notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment.

                  Section 10. No Redemption. The shares of Series A Preferred
Stock shall not be redeemable at the option of the Company or any holder
thereof. Notwithstanding the foregoing sentence of this Section, the Company may
acquire shares of Series A Preferred Stock in any other manner permitted by law,
the provisions hereof and the Restated Certificate of Incorporation of the
Company.

                  Section 11. Ranking. Unless otherwise provided in the Restated
Certificate of Incorporation of the Company or a Certificate of Designations
relating to a subsequent series of preferred stock of the Company, the Series A
Preferred Stock shall rank junior to all other series of the Company's preferred
stock as to the payment of dividends and the distribution of assets on
liquidation, dissolution or winding up and senior to the Common Stock.

                  Section 12. Amendment. The provisions hereof and the Restated
Certificate of Incorporation of the Company shall not be amended in any manner
which would adversely affect the rights, privileges or powers of the Series A
Preferred Stock without, in addition to any other

                                       9
<PAGE>   35
vote of stockholders required by law, the affirmative vote of the holders of
two-thirds or more of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

                  IN WITNESS WHEREOF, I have executed and subscribed this
Certificate of Designations and do affirm the foregoing as true under the
penalties of perjury this 8th day of February, 2000.

                                            DAIRY MART CONVENIENCE STORES, INC.


                                            By: /s/ Gregory G. Landry
                                                ---------------------
                                                Gregory G. Landry,
                                                Executive Vice President


ATTEST:

/s/ Susan Adams
---------------
Susan Adams, Assistant Secretary


                                       10