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                                                                    EXHIBIT 3(i)

                                   RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                           MAXUS ENERGY CORPORATION

                  (ORIGINALLY INCORPORATED UNDER THE NAME OF
                   NEW DIAMOND CORPORATION ON JULY 19, 1983)

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

     FIRST.  The name of the Corporation (the "Corporation") is Maxus Energy
Corporation.

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

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

     FOURTH. The Corporation is authorized to issue two classes of capital
stock, designated Common Stock and Preferred Stock. The amount of total
authorized capital stock of the Corporation is 400,000,000 shares, divided into
300,000,000 shares of Common Stock, $1.00 par value, and 100,000,000 shares of
Preferred Stock, $1.00 par value.

     The Preferred Stock may be issued in one or more series. The Board of
Directors is hereby authorized to issue the shares of Preferred Stock in such
series and to fix from time to time before issuance the number of shares to be
included in any series and the designation, relative powers, preferences and
rights and qualifications, limitations or restrictions of all shares of such
series. The authority of the Board of Directors with respect to each series
shall include, without limiting the generality of the foregoing, the
determination of any or all of the following:

          (a)   the number of shares of any series and the designation to
     distinguish the shares of such series from the shares of all other series;

          (b)   the voting powers, if any, and whether such voting powers are
     full or limited, in such series;

          (c)   the redemption provisions, if any, applicable to such series,
     including the redemption price or prices to be paid;

          (d)   whether dividends, if any, shall be cumulative or noncumulative,
     the dividend rate of such series, and the dates and preferences of
     dividends on such series;

          (e)   the rights of such series upon the voluntary or involuntary
     dissolution of, or upon any distribution of the assets of, the Corporation;
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          (f)   the provisions, if any, pursuant to which the shares of such
     series are convertible into, or exchangeable for, shares of any other class
     or classes or of any other series of the same or any other class or classes
     of stock, or any other security, of the Corporation or any other
     corporation, and price or prices or the rates of exchange applicable
     thereto;

          (g)   the right, if any, to subscribe for or to purchase any
     securities of the Corporation or any other corporation;

          (h)   the provisions, if any, of a sinking fund applicable to such
     series; and

          (i)   any other relative, participating, optional or other special
     powers, preferences, rights, qualifications, limitations or restrictions
     thereof;

all as shall be determined from time to time by the Board of Directors and shall
be stated in said resolution or resolutions providing for the issuance of such
Preferred Stock (a "Preferred Stock Designation").

     $2.50 Cumulative Preferred Stock

     The following is a statement of the powers, preferences, rights,
qualifications, limitations and restrictions of the Series, consisting of
5,000,000 shares, $1.00 par value, of the $2.50 Cumulative Preferred Stock.

     SECTION 1.  Designation and Amount.  The shares of this Series shall be
designated as the "$2.50 Cumulative Preferred Stock" and the number of shares
constituting this Series shall be 5,000,000, which number, subject to the
provisions of the Certificate of Incorporation, may be increased or decreased by
the Board of Directors without a vote of stockholders; provided, however, that
                                                       --------  -------      
such number may not be decreased below the number of the then currently
outstanding shares of this Series.

     SECTION 2.  Dividends.  The holders of shares of this Series, in preference
to the holders of shares of the Common Stock of the Corporation and of any other
capital stock of the Corporation ranking junior to this Series as to payment of
dividends, shall be entitled to receive, when, as and if declared by the Board
of Directors out of funds legally available for the purpose, cumulative cash
dividends at the annual rate of $2.50 per share, and no more, in equal quarterly
payments on the fifteenth day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing March 15, 1994. Dividends shall begin to accrue and be
cumulative from the date of original issue of this Series. The amount of
dividends so payable shall be determined on the basis of twelve 30-day months
and a 360-day year. Accumulated but unpaid dividends shall not bear interest.
Dividends paid on the shares of this Series in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of this Series entitled to receive payment of a dividend
declared thereon, which record date shall be no more than sixty days prior to
the date fixed for the payment thereof.

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     SECTION 3.  Redemption.  The shares of this Series shall not be redeemable
prior to December 1, 1998.  On or after that date, the Corporation shall have
the right, at its sole option and election, to redeem the whole or any part of
the then-outstanding shares of this Series, at any time or from time to time,
upon notice duly given as hereinafter specified, at a price per share of $25.00,
plus dividends accumulated but unpaid to the redemption date; provided that
unless provision has been made for payment in full of dividends on all shares of
outstanding Preferred Stock of the Corporation for all past dividend periods and
the current period, no sum shall be set aside for the redemption of any shares
of this Series nor shall any shares of this Series be purchased or otherwise
acquired by the Corporation.

     Notice of every such redemption of shares of this Series shall be given by
publication at least once a week in each of two successive weeks in a newspaper
printed in the English language and customarily published on each business day
and of general circulation in the city in which the Corporation maintains its
principal executive offices and in the Borough of Manhattan, The City of New
York, commencing at least 30 but not more than 60 days prior to the date fixed
for such redemption.  Notice of every such redemption shall also be mailed at
least 30 but not more than 60 days prior to the date fixed for such redemption
to the holders of record of the shares so to be redeemed at their respective
addresses as the same shall appear on the books of the Corporation, but no
failure to mail such notice nor any defect therein or in the mailing thereof
shall affect the validity of the proceedings for the redemption of any shares so
to be redeemed.  In case of redemption of a part only of this Series at the time
outstanding, the redemption may be either pro rata or by lot.  The Board of
Directors shall prescribe the manner in which the drawings by lot or the pro
rata redemption shall be conducted and, subject to the provisions herein and in
the Certificate of Incorporation contained, the terms and conditions upon which
the shares of this Series shall be redeemed from time to time.

     If such notice of redemption shall have been duly given by publication or
if the Corporation shall have given to the bank or trust company designated by
the Corporation as hereinafter specified irrevocable authorization promptly to
give or to complete such notice of publication, and if on or before the
redemption date specified therein the funds necessary for such redemption shall
have been deposited by the Corporation, in trust for the pro rata benefit of the
holders of the shares so called for redemption, with a bank or trust company in
good standing, designated in such notice, organized under the laws of the United
States of America or of the State of New York, doing business in the Borough of
Manhattan, The City of New York, having a capital, surplus and undivided profits
aggregating at least $5,000,000 according to its last published statement of
condition, then, notwithstanding that any certificate for shares so called for
redemption shall not have been surrendered for cancellation, from and after the
time of such deposit, all shares so called for redemption shall no longer be
deemed to be outstanding and all rights with respect to such shares shall
forthwith cease and terminate, except only the right of the holders thereof to
receive from such deposit the funds so deposited, without interest. Any interest
accrued on such funds shall be paid to the Corporation from time to time. Any
funds so set aside or deposited, as the case may be, and unclaimed at the end of
two years from such redemption date shall be released or repaid to the
Corporation, after which the holders of the shares so called for redemption
shall look only to the Corporation for payment thereof.

     SECTION 4. Liquidation.  The amount which shall be paid to the holders of
shares of this Series in the event of any voluntary or  involuntary  total
liquidation, dissolution or winding up of  the

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Corporation shall be $25.00 per share on each outstanding share of this Series,
plus an amount equal to all dividends accumulated but unpaid to the date of such
payment.

     SECTION 5.  Ratable Treatment.  In the event that the amounts payable in
accordance with Section 4 hereof are not paid in full, each share of this Series
shall, together with outstanding shares of all other series of Preferred Stock
of the Corporation, share ratably, without priority of one series over the
other, in the payment of dividends, including accumulations, if any, in the
proportion that the amount of dividends, including accumulations, if any, then
payable on each share bears to the aggregate of such amounts then payable on all
Preferred Stock of the Corporation and in any distribution of assets other than
by way of dividends in the proportion that the sum payable on each share bears
to the aggregate of the amounts so payable on all shares of Preferred Stock of
the Corporation.

     SECTION 6.  Limitation on Dividends.  So long as any of the shares of this
Series shall remain outstanding, no dividend whatever shall be paid or declared,
and no distribution made, on any junior shares, other than a dividend payable
solely in junior shares, nor shall any junior shares be acquired for a
consideration by the Corporation or by any company a majority of the voting
shares of which is owned by the Corporation, unless all dividends on the shares
of this Series accrued for all past quarterly dividend periods shall have been
paid and the full dividends thereon for the then current quarterly dividend
period shall have been paid or declared and duly provided for.

     SECTION 7.  Voting Rights.  The holders of the shares of this Series shall
have no voting rights whatsoever, except for any voting rights to which they may
be entitled under the laws of the State of Delaware, and except as follows:

          (a)   So long as any of the shares of this Series are outstanding, the
     consent of the holders of at least a majority of the then-outstanding
     shares of this Series, given in person or by proxy at any special or annual
     meeting called for the purpose, shall be necessary to permit, effect or
     validate any one or more of the following:

                (i)   Any increase in the authorized amount of Preferred Stock
or the authorization, or any increase in the authorized amount, of any class of
shares of the Corporation ranking on a parity with the Preferred Stock.

                (ii)  The sale, lease or conveyance (other than by mortgage) of
all or substantially all of the property or business of the Corporation or the
consolidation or merger of the Corporation into any other corporation, unless
the corporation resulting from such merger or consolidation shall have
thereafter no class of shares, either authorized or outstanding, ranking prior
to or on a parity with shares corresponding to the shares of Preferred Stock,
except the same number of shares with no greater rights and preferences than the
shares of Preferred Stock authorized immediately preceding such consolidation or
merger and unless each holder of shares of Preferred Stock immediately preceding
such consolidation or merger shall receive the same number of shares, with
substantially the same rights and preferences, of the resulting corporation;
provided, however, that the resulting corporation may have authorized and
outstanding such additional shares having preferences or priorities over or
being on a parity with the shares of Preferred Stock as the holders of Preferred
Stock of the Corporation may have previously authorized

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pursuant to the Certificate of Incorporation; and provided, further, that this
requirement of consent by the holders of shares of Preferred Stock shall not be
deemed to apply to or operate to prevent either the purchase by the Corporation
of the assets or shares, in whole or in part, of any other corporation, or the
sale by the Corporation or any subsidiary of all or part of the capital shares
or assets of other corporations, including a subsidiary, or the sale of a
division or divisions of the Corporation or of any subsidiary, or any other sale
of property or assets which constitutes less than substantially all of the
property or assets of the Corporation.

          (b)   So long as any of the shares of this Series are outstanding, the
     consent of the holders of at least 66 2/3% of the then-outstanding shares
     of this Series given in person or by proxy, at any special or annual
     meeting called for the purpose, shall be necessary to permit, effect or
     validate any one or more of the following:

                (i)   The authorization, or any increase in the authorized
          amount, of any class of shares of the Corporation ranking prior to the
          shares of Preferred Stock.

                (ii)  The amendment, alteration or repeal of any of the
          provisions of the Certificate of Incorporation, or the amendment,
          alteration, repeal or adoption of any resolution contained in a
          certificate of designation filed pursuant to Section 151 of the
          General Corporation Law of the State of Delaware in the office of the
          Secretary of State of the State of Delaware, which would affect
          adversely any right, preference, privilege or voting power of the
          shares of this Series or shares of any other series of Preferred Stock
          or the holders thereof.

          (c)   Without limiting the rights, if any, of holders of any other
     series of Preferred Stock, in case the Corporation shall be in arrears in
     the payment of six quarterly dividends, whether or not successive, on the
     outstanding shares of this Series or any other outstanding series of
     Preferred Stock, the holders of shares of this Series voting separately as
     a class and in addition to their other voting rights shall have the
     exclusive right to elect two additional directors beyond the number to be
     elected by all stockholders at the next annual meeting of stockholders
     called for the election of directors, and at every subsequent such meeting
     at which the terms of office of the directors so elected by the holders of
     shares of this Series expire, provided such arrearage exists on the date of
     such meeting or subsequent meetings, as the case may be. The right of the
     holders of shares of this Series voting separately as a class to elect two
     members of the Board of Directors of the Corporation as aforesaid shall
     continue until such time as all dividends accumulated on all shares of
     Preferred Stock shall have been paid in full and provision has been made
     for the payment in full of the dividends for the current quarter, at which
     time the special right of the holders of shares of this Series so to vote
     separately as a class for the election of Directors shall terminate,
     subject to revesting at such time as the Corporation shall be in arrears in
     the payment of six quarterly dividends, whether or not successive, on the
     outstanding shares of this Series or any other outstanding series of
     Preferred Stock. If the annual meeting of stockholders of the Corporation
     is not, for any reason, held on the date fixed in the By-Laws at a time
     when the holders of shares of this Series, voting separately and as a
     class, shall be entitled to elect directors, or if vacancies shall exist in
     both of the two offices of directors elected by the holders of shares of
     this Series, the

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     Chairman of the Board of the Corporation shall, upon the written request of
     the holders of record of at least 10% of the shares of this Series then
     outstanding addressed to the Secretary of the Corporation, call a special
     meeting in lieu of the annual meeting of stockholders, or, in the event of
     such vacancies, a special meeting of the holders of shares of this Series,
     for the purpose of electing directors. Any such meeting shall be held at
     the earliest practicable date at the place for the holding of the annual
     meeting of stockholders or as otherwise determined pursuant to the By-Laws.
     If such meeting shall not be called by the Chairman of the Board of the
     Corporation within 20 days after personal service of said written request
     upon the Secretary of the Corporation, or within 20 days after mailing the
     same within the United States by certified mail, addressed to the Secretary
     of the Corporation at its principal executive offices, then the holder of
     record of at least 10% of the outstanding shares of this Series may
     designate in writing one of their number to call such meeting at the
     expense of the Corporation, and such meeting may be called by the person so
     designated upon the notice required for the annual meeting of stockholders
     of the Corporation and shall be held at the place for holding the annual
     meetings of stockholders or as otherwise determined pursuant to the By-
     Laws. Any holder of shares of this Series so designated shall have access
     to the lists of stockholders to be called pursuant to the provisions
     hereof.

                At any meeting held for the purpose of electing directors at
     which the holders of shares of this Series shall have the right to elect
     directors as aforesaid, the presence in person or by proxy of the holders
     of at least 33 1/3% of the outstanding shares of this Series shall be
     required to constitute a quorum of such shares of this Series.

                In the event any meeting of the holders of shares of this Series
     shall be held for the purpose of electing directors pursuant to this
     subdivision (c), nothing contained herein shall preclude the Corporation
     from simultaneously calling and holding a meeting of any other class or
     series of capital stock of the Corporation which may have voting rights to
     elect directors.

                Any vacancy occurring in the office of director elected by the
     holders of shares of this Series may be filled by the remaining director
     elected by the holders of the shares of such class, unless and until such
     vacancy shall be filled by the holders of the shares of such class. Any
     director to be elected by the holders of shares of this Series shall agree,
     prior to his election to office, to resign upon any termination of the
     right of the holders of shares of this Series to vote as a class for
     directors as herein provided, and upon any such termination the directors
     then in office elected by the holders of shares of this Series shall
     forthwith resign.

     SECTION 8. No Sinking Fund. No sinking fund shall be provided for the
purchase or redemption of the shares of this Series.

     SECTION 9.  No Preemptive Rights.  The holders of shares of this Series are
not entitled to any preemptive or other rights to subscribe for or to purchase
any shares or securities of any class which may at any time be issued, sold or
offered for sale by the Corporation.

     SECTION 10. Rank. All shares of Preferred Stock, including this Series,
shall be of equal rank with each other regardless of series, and shall be
identical with each other except as provided in the Certificate

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of Incorporation or in a certificate of designation filed pursuant to Section
151 of the General Corporation Law of the State of Delaware with the Secretary
of State of the State of Delaware.

     Junior Preferred Stock, Series A

     The following is a statement of the powers, preferences, rights,
qualifications, limitations and restrictions of the Series, consisting of
3,250,000 shares, $1.00 par value of the Junior Preferred Stock, Series A.

     SECTION 1.  Designation and Amount.  The shares of such series shall be
designated as the "Junior Preferred Stock, Series A" (the "Junior Preferred
Stock") and the number of shares constituting such series shall be 3,250,000,
which number, subject to the provisions of the Certificate of Incorporation, may
be increased or decreased by the Board of Directors without a vote of
stockholders; provided, however, that such number may not be decreased below the
number of the then currently outstanding shares of Junior Preferred Stock plus
the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Junior Preferred Stock.

     SECTION 2.  Dividends and Distributions.

          (a)   Subject to the rights of the holders of any shares of the
     Corporation's $4.00 Cumulative Convertible Preferred Stock, $9.75
     Cumulative Convertible Preferred Stock and any other series of Preferred
     Stock (or any similar stock) ranking senior to the Junior Preferred Stock
     with respect to dividends, the holders of shares of Junior Preferred Stock,
     in preference to the holders of Common Stock with a par value of $1.00 per
     share (the "Common Stock") of the Corporation, and of any other junior
     stock, shall be entitled to receive, when, as and if declared by the Board
     of Directors out of funds legally available for the purpose, cumulative
     quarterly dividends payable in cash on the fifteenth day of March, June,
     September and December in each year (each such date being referred to
     herein as a "Quarterly Dividend Payment Date"), commencing on the first
     Quarterly Dividend Payment Date after the first issuance of a share or
     fraction of a share of Junior Preferred Stock, in an amount per share
     (rounded to the nearest cent), subject to the provision for adjustment
     hereinafter set forth, equal to 100 times the aggregate per share amount of
     all cash dividends, and 100 times the aggregate per share amount (payable
     in kind) of all non-cash dividends or other distributions, other than a
     dividend payable in shares of Common Stock or a subdivision of the
     outstanding shares of Common Stock (by reclassification or otherwise),
     declared on the Common Stock 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 Junior Preferred Stock. In the event the Corporation shall at any time
     after September 12, 1988 (the "Rights Declaration Date") declare or pay any
     dividend on the Common Stock payable in shares of Common Stock, or effect a
     subdivision or combination or consolidation of the outstanding shares of
     Common Stock (by reclassification or otherwise than by payment of a
     dividend in shares of Common Stock) into a greater or lesser number of
     shares of Common Stock, then in each such case the amount to which holders
     of shares of Junior Preferred Stock were entitled immediately prior to such
     event under the preceding sentence shall be adjusted by multiplying such

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

          (b)   The Corporation shall declare a dividend or distribution on the
     Junior Preferred Stock as provided in paragraph (a) of this Section
     immediately before it declares a dividend or distribution on the Common
     Stock (other than a dividend payable in shares of Common Stock); provided
     that, in the event no dividend or distribution shall have been declared on
     the Common Stock during the period between any Quarterly Dividend Payment
     Date, and the next subsequent Quarterly Dividend Payment Date, a dividend
     of $0.01 per share on the Junior Preferred Stock shall nevertheless be
     payable on such subsequent Quarterly Dividend Payment Date.

          (c)   Dividends shall begin to accrue and be cumulative on outstanding
     shares of Junior Preferred Stock from the Quarterly Dividend Payment Date
     next preceding the date of issue of such shares, unless the date of issue
     of such shares is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case dividends on such shares shall begin to accrue
     from the date of issue of such shares, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the record date for the
     determination of holders of shares of Junior Preferred Stock entitled to
     receive a quarterly dividend and before such Quarterly Dividend Payment
     Date, in either of which events such dividends shall begin to accrue and be
     cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
     dividends shall not bear interest. Dividends paid on the shares of Junior
     Preferred Stock in an amount less than the total amount of such dividends
     at the time accrued and payable on such shares shall be allocated pro rata
     on a share-by-share basis among all such shares at the time outstanding.
     The Board of Directors may fix a record date for the determination of
     holders of shares of Junior Preferred Stock entitled to receive payment of
     a dividend or distribution declared thereon, which record date shall be not
     more than 50 calendar days prior to the date fixed for the payment thereof.

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

          (a)   Subject to the provision for adjustment hereinafter set forth,
     each share of Junior Preferred Stock shall entitle the holder thereof to
     100 votes on all matters submitted to a vote of the stockholders of the
     Corporation. In the event the Corporation shall at any time after the
     Rights Declaration Date declare or pay any dividend on the Common Stock
     payable in shares of Common Stock, or effect a subdivision or combination
     or consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in shares of
     Common Stock) into a greater or lesser number of shares of Common Stock,
     then in each such case the number of votes per share to which holders of
     shares of Junior Preferred Stock were entitled immediately prior to such
     event shall be adjusted by multiplying such number by a fraction, the
     numerator of which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is the number of
     shares of Common Stock that were outstanding immediately prior to such
     event.

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

          (c)   Except as set forth in Section 11 hereof, or as required by law,
     holders of Junior Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to vote with holders of Common Stock as set forth herein) for taking any
     corporate action.

     SECTION 4.  Certain Restrictions.

          (a)   Whenever quarterly dividends or other dividends or distributions
     payable on the Junior Preferred Stock as provided in Section 2 are in
     arrears, thereafter and until all accrued and unpaid dividends and
     distributions, whether or not declared, on shares of Junior Preferred Stock
     outstanding shall have been paid in full, the Corporation shall not:

                (i)   declare or pay dividends, or make any other distributions,
          on any shares of stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Junior Preferred Stock;

                (ii)  declare or pay dividends, or make any other distributions,
          on any shares of stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Junior Preferred
          Stock, except dividends paid ratably on the Junior Preferred Stock and
          all such parity stock on which dividends are payable or in arrears in
          proportion to the total amounts to which the holders of all such
          shares are then entitled;

                (iii) redeem or purchase or otherwise acquire for consideration
          shares of any stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Junior Preferred Stock,
          provided that the Corporation may at any time redeem, purchase or
          otherwise acquire shares of any such junior stock in exchange for
          shares of any stock of the Corporation ranking junior (either as to
          dividends or upon dissolution, liquidation or winding up) to the
          Junior Preferred Stock; or

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

          (b)   The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the

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     Corporation could, under paragraph (a) of this Section 4, purchase or
     otherwise acquire such shares at such time and in such manner.

     SECTION 5. No Redemption. The shares of Junior Preferred Stock shall not be
redeemable.

     SECTION 6. Reacquired Shares. Any shares of Junior Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

     SECTION 7. Liquidation, Dissolution or Winding Up. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, no
distribution or payment shall be made (a) to the holders of Common Stock or any
other shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Junior Preferred Stock unless,
prior thereto, the holders of shares of Junior Preferred Stock shall have
received an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of Common Stock, plus an amount equal to all accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, or (b) to the holders of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Junior
Preferred Stock, except distributions made ratably on the Junior Preferred Stock
and all other such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Corporation shall at any time after the Rights
Declaration Date declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Junior Preferred Stock were entitled immediately prior to
such event under the proviso in clause (a) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     SECTION 8. Consolidation, Merger, Etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Junior Preferred Stock shall at the same time be similarly exchanged or changed
into an amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time after the Rights Declaration Date declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such

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case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Junior Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock outstanding immediately prior to
such event.

     SECTION 9.  Fractional Shares.  The Corporation may issue fractions and
certificates representing fractions of a share of Junior Preferred Stock in
integral multiples of one one-hundredth of a share of Junior Preferred Stock, or
in lieu thereof, at the election of the Board of Directors of the Corporation at
the time of the first issue of any shares of Junior Preferred Stock, evidence
such fractions by depositary receipts, pursuant to an appropriate agreement
between the Corporation and a depositary selected by it, provided that such
agreement shall provide that the holders of such depositary receipts shall have
all the rights, privileges and preferences of Junior Preferred Stock.  In the
event that fractional shares of Junior Preferred Stock are issued, the holders
thereof shall have all the rights provided herein for holders of full shares of
Junior Preferred Stock in the proportion with such fraction bears to a full
share.

     SECTION 10. Rank. The Junior Preferred Stock shall rank junior to all other
series of the Corporation's Preferred Stock as to the payment of dividends and
the distribution of assets in liquidation, unless the terms of any such series
shall provide otherwise.

     SECTION 11. Amendment. The Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least a
majority of the outstanding shares of Junior Preferred Stock, voting separately
as a class.

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

          (a)   To make and alter the By-Laws of the Corporation; provided,
     however, that the By-Laws made by the Board of Directors under the powers
     hereby conferred may be altered, changed, amended or repealed by the Board
     of Directors or by the affirmative vote of the holders of a majority of
     shares having voting power with respect thereto; and

          (b)   From time to time to determine whether and to what extent, and
     at what times and places, and under what conditions and regulations, the
     accounts and books of the Corporation or any of them, shall be open to
     inspection of stockholders; and no stockholder shall have any right to
     inspect any account, book or document of the Corporation, except as
     conferred by applicable law and subject to the rights, if any, of the
     holders of any series of Preferred Stock.

     The Corporation may in its By-Laws confer powers upon its Board of
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.

     SIXTH. The stockholders and Board of Directors of the Corporation shall
have power to hold their meetings and to have one or more offices of the
Corporation within or without the State of Delaware, and

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to keep the books of the Corporation outside of the State of Delaware at such
place or places as may from time to time be designated by the Board of
Directors.

     SEVENTH. Subject to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional Directors under specific circumstances, special
meetings of stockholders of the Corporation may be called only by the Chairman
of the Board of Directors and shall be promptly called by the Chairman or the
Secretary at the written request of a majority of the Board of Directors or the
holders of a majority of the outstanding Common Stock upon not fewer than ten
nor more than 60 days' written notice.

     EIGHTH. SECTION 1. Number, Election and Terms of Directors. Subject to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
Directors under specific circumstances, the number of the Directors of the
Corporation shall be fixed from time to time by or pursuant to the By-Laws of
the Corporation. Each director shall hold office for one year after the time of
such director's election or until such director's successor is elected and
qualified at the succeeding annual meeting of stockholders of the Corporation or
until such director's earlier resignation or removal in accordance with the
General Corporation Law of the State of Delaware, this Certificate of
Incorporation and By-Laws.

     SECTION 2. Stockholder Nomination of Director Candidates and Introduction
of Business. Advance notice of stockholder nominations for the election of
Directors and advance notice of business to be brought by stockholders before an
annual meeting shall be given in the manner provided in the By-Laws of the
Corporation.

     SECTION 3. Newly Created Directorships and Vacancies. Except as otherwise
provided for or fixed pursuant to the provisions of Article Fourth of this
Certificate of Incorporation relating to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect Directors under specified circumstances, newly created
directorships resulting from any increase in the number of Directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled only by the affirmative
vote of a majority of the remaining Directors then in office, even though less
than a quorum of the Board of Directors. Any Director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the class of Directors in which the new directorship was created or the vacancy
occurred and until such Director's successor shall have been elected and
qualified. No decrease in the number of Directors constituting the Board of
Directors shall shorten the term of an incumbent Director.

     SECTION 4.  Removal.  Subject to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect additional Directors under specified circumstances,
any Director may be removed from office only by the affirmative vote of the
holders of at least 50% of the combined voting power of the outstanding shares
of Voting Stock, voting together as a single class.

     NINTH.    [Deleted]

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     TENTH. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, including in a
Preferred Stock Designation, in the manner now or hereafter prescribed by
applicable law and this Certificate of Incorporation, including any applicable
Preferred Stock Designation, and all rights conferred upon stockholders herein
are created subject to this reservation.

     ELEVENTH. A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.


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