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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          CROWN CRAFTS MERGER SUB, INC.

                    (Originally incorporated August 5, 2003)

         The following having been duly adopted and approved in accordance with
Sections 242 and 245 of the General Corporation Law of the State of Delaware,
Crown Crafts Merger Sub, Inc. does hereby certify that:

                                   ARTICLE I.

         The name of the Corporation is Crown Crafts, Inc. (the "Corporation").

                                   ARTICLE II.

         The Corporation is organized pursuant to the provisions of the Delaware
General Corporation Law ("DGCL").

                                  ARTICLE III.

         The period of duration of the Corporation is perpetual.

                                   ARTICLE IV.

         The purpose of the Corporation is to engage in any lawful act or
activity for which a Corporation may be organized under the DGCL.

                                   ARTICLE V.

         (a) Authorized Classes and Series and Numbers of Shares. The aggregate
number of shares of capital stock that the Corporation shall have authority to
issue is 75,000,000 shares, (i) 74,000,000 shares of which shall be common
stock, with a par value of $0.01 per share (the "Common Stock"), and (ii)
1,000,000 shares of which shall be preferred stock, with a par value of $0.01
per share (the "Preferred Stock").

                  (i) Common Stock. The Common Stock shall consist of 73,500,000
         shares of Series A Common Stock (the "Series A Common Stock"), 327,940
         shares of Series B Common Stock (the "Series B Common Stock") and
         172,060 shares of Series C Common Stock (the "Series C Common Stock"),
         with each such series of Common Stock to have such voting powers,
         designations, preferences and relative, participating and other special
         rights, and such qualifications, limitations and restrictions, as set
         forth below.

                  (ii) Preferred Stock. Notwithstanding anything in subparagraph
         (d)(xvii) of this Article V to the contrary, the Preferred Stock may be
         issued from time to time in one or more series and only as described
         below in connection with the Rights Plan (defined hereinafter). All
         shares of Preferred Stock shall be of equal rank and shall be
         identical,

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         except in respect of the matters that may be fixed by the Board of
         Directors as hereinafter provided, and each share of each series shall
         be identical with all other shares of such series. The Board of
         Directors of the Corporation is expressly authorized to provide for the
         issuance of all or any of the shares of Preferred Stock in one or more
         series and to fix the number of shares of each such series. Each series
         of Preferred Stock may entitle the holders of shares of such series to
         the rights of voting and economic participation equivalent to those of
         holders of any multiple of shares of Series A Common Stock, may be
         convertible into shares of Series A Common Stock and otherwise may
         possess such voting powers, full or limited, or no voting powers, and
         such other designations, qualifications, limitations, restrictions and
         relative rights as are consistent with this subparagraph (a)(ii) and
         adopted by the Board of Directors providing for the issuance of such
         shares and as may be permitted by the DGCL; provided that no series of
         Preferred Stock shall have any economic rights, preferences or powers
         superior to the shares of Series A Common Stock other than specifically
         provided above or entitle holders thereof to any redemption right not
         granted to holders of Series A Common Stock under the Rights Plan. The
         Board of Directors is also expressly authorized to increase or decrease
         (but not below the number of shares of such series then outstanding)
         the number of shares of any series of Preferred Stock subsequent to the
         issuance of shares of that series. In case the number of shares of any
         such series is so decreased, the shares constituting such decrease
         shall resume the status that they had prior to the adoption of the
         resolution or resolutions originally fixing the number of shares of
         such series. Notwithstanding anything herein to the contrary, in no
         event shall the Corporation issue any shares of Preferred Stock other
         than in connection with any exercise of the stock purchase rights
         issued pursuant to that certain Amended and Restated Rights Agreement
         between the Corporation and SunTrust Bank dated as of August 6, 2003,
         as the same may be amended from time to time in accordance with its
         terms (the "Rights Plan").

         (b) Certain Definitions. For the purposes of the designations that
follow, the following terms shall have the meanings specified:

         "Additional Shares of Series A Common Stock" shall mean all shares of
Series A Common Stock issued or sold (or deemed to be issued pursuant to
subparagraph (d)(viii) or (d)(ix) of this Article V) by the Corporation after
the Original Issue Date of the Series B Common Stock or the Series C Common
Stock, whether or not subsequently reacquired or retired by the Corporation,
other than shares of Series A Common Stock issued (i) upon the exercise or
partial exercise of the Warrants, (ii) upon the conversion of the Series B
Common Stock or the Series C Common Stock into shares of Series A Common Stock;
or (iii) pursuant to that certain Amended and Restated Restricted Stock Plan of
the Corporation adopted as of June 17, 2003.

         "Affiliate" with respect to a particular person shall mean a person
that directly or indirectly controls, is controlled by, or is under common
control with such person; control for such purpose meaning the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a person, whether through the ownership of voting
securities, by contract or otherwise.

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         "Business Day" shall mean any day on which banks are open for business
in New York City (other than a Saturday, Sunday or legal holiday in the States
of New York or New Jersey), provided, that any reference to "days" (unless
Business Days are specified) shall mean calendar days.

         "CCI" shall mean Crown Crafts, Inc., a Georgia corporation, which
merged with and into the Corporation pursuant to a Certificate of Ownership and
Merger filed with the Secretary of State of Delaware.

         "Conversion Price" shall have the meaning given to such term in
subparagraph (d)(v)(A) of this Article V.

         "Conversion Rate" shall have the meaning given to such term in
subparagraph (d)(v)(A) of this Article V.

         "Convertible Securities" shall mean any evidences of indebtedness,
shares of capital stock (other than Series A Common Stock) or other securities
that are or may be at any time directly or indirectly convertible into or
exchangeable for Additional Shares of Series A Common Stock.

         "Credit Agreement" shall mean that certain Credit Agreement by and
among CCI, Churchill Weavers, Inc., Hamco, Inc., and Crown Crafts Infant
Products, Inc., as borrowers, and Wachovia Bank, National Association (successor
by merger to Wachovia Bank, N.A.), as a lender and as agent for the lenders
thereunder, dated as of July 23, 2001, as amended.

         "Fair Value" shall mean, with respect to any securities or other
property, the fair value thereof as of a date that is within fifteen (15) days
of the date as of which the determination is to be made (a) determined by
agreement between the Corporation and the Required Holders, or (b) if the
Corporation and the Required Holders fail to agree, determined jointly by an
independent investment banking firm retained by the Corporation and by an
independent investment banking firm retained by the Required Holders, either of
which firms may be an independent investment banking firm regularly retained by
the Corporation, or (c) if the Corporation or the Required Holders shall fail so
to retain an independent investment banking firm within ten (10) Business Days
of the retention of such a firm by the Required Holders or the Corporation, as
the case may be, determined solely by the firm so retained, or (d) if the firms
so retained by the Corporation and by such holders shall be unable to reach a
joint determination within fifteen (15) Business Days of the retention of the
last firm so retained, determined by another independent investment banking firm
which is not a regular investment banking firm of the Corporation chosen by the
first two such firms.

         "Invested Amount" per share of Series B Common Stock or Series C Common
Stock shall mean the price per share at which shares of such series are issued
on the Original Issue Date thereof (as such price is adjusted for changes in the
shares of such series by stock split, stock dividend, or the like occurring
after such Original Issue Date).

         "Liquidation" shall mean the liquidation, dissolution or winding up of
the Corporation, or such of the Corporation's subsidiaries the assets of which
constitute all or substantially all the assets of the business of the
Corporation and its subsidiaries taken as a whole.

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         "Loan Agreement" shall mean that certain Subordinated Note and Warrant
Purchase Agreement by and among CCI and Wachovia Bank, National Association
(successor by merger to Wachovia Bank, N.A.), The Prudential Insurance Company
of America and Banc of America Strategic Solutions, Inc. (as assignee of Bank of
America, N.A.), dated as of July 23, 2001, as amended.

         "Loan Closing Date" shall mean the closing date of the transactions
contemplated by the Credit Agreement and the Loan Agreement.

         "Market Price" shall mean with respect to Series A Common Stock, as of
any date specified herein, the amount per share equal to (i) the average sale
price of the last sale price of shares of Series A Common Stock, regular way, or
of shares of such stock (or equivalent equity interests) for the immediately
preceding twenty (20) Business Days or, if no such sale takes place on any such
date, the average of the closing bid and asked prices thereof on such date, in
each case as officially reported on the principal national securities exchange
on which the same are then listed or admitted to trading; or (ii) if no shares
of Series A Common Stock are then listed or admitted to trading on any national
securities exchange, the average sale price of the last sale price of shares of
Series A Common Stock, regular way, for the immediately preceding twenty (20)
Business Days; or, if no such sale takes place on any such date, the average of
the reported closing bid and asked prices thereof on such date, in each case as
quoted in the Nasdaq National Market, as published by the National Quotation
Bureau, Incorporated or any similar successor organization; and, in either case,
as reported by any member firm of the New York Stock Exchange selected by the
Corporation; or (iii) if no shares of Series A Common Stock are then listed or
admitted to trading on any national securities exchange or quoted or published
in the over-the-counter market, the higher of (x) the book value thereof as
determined by any firm of independent certified public accountants of recognized
national standing selected by the Board of Directors of the Corporation, as of
the last day of any month ending within sixty (60) days preceding the date as of
which the determination is to be made or (y) the Fair Value thereof; provided,
that all determinations of the Market Price shall be appropriately adjusted for
any stock dividends, stock splits or other similar transactions during such
period.

         "Options" shall mean rights, options or warrants to subscribe for,
purchase or otherwise acquire either Additional Shares of Series A Common Stock
or Convertible Securities.

         "Original Issue Date" with respect to each of the Series B Common Stock
and the Series C Common Stock shall mean the date on which shares of such series
are first actually issued by the Corporation pursuant to exercise of any
Warrants.

         "Required Holders" shall mean the holders of at least 66-2/3% of all
the shares of Series B Common Stock and Series C Common Stock at the time
outstanding, determined on the basis of the number of shares of Series A Common
Stock into which such shares could be converted (assuming for this purpose that
all conditions for conversion have been satisfied, whether or not such is
actually the case).

         "Sale or Merger" shall mean any of the following:

                  (i) the merger, reorganization or consolidation of the
         Corporation or such subsidiary or subsidiaries of the Corporation the
         assets of which constitute all or

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         substantially all the assets of the business of the Corporation and its
         subsidiaries taken as a whole into or with another corporation in which
         the stockholders of the Corporation or such subsidiaries immediately
         preceding such merger, reorganization or consolidation (solely by
         virtue of their shares or other securities of the Corporation or such
         subsidiaries) shall own fewer than fifty percent (50%) of the voting
         securities of the surviving corporation;

                  (ii) the sale, transfer or lease (but not including a transfer
         or lease by pledge or mortgage to a bona fide lender), whether in a
         single transaction or pursuant to a series of related transactions, of
         all or substantially all the assets of the Corporation, whether
         pursuant to a single transaction or a series of related transactions or
         plan (which assets shall include for these purposes fifty percent (50%)
         or more of the outstanding voting interests of such of the
         Corporation's subsidiaries the assets of which constitute all or
         substantially all the assets of the Corporation and its subsidiaries
         taken as a whole);

                  (iii) the sale, transfer or lease (but not including a
         transfer or lease by pledge or mortgage to a bona fide lender), whether
         in a single transaction or pursuant to a series of related
         transactions, of all or substantially all the assets of such of the
         Corporation's subsidiaries the assets of which constitute all or
         substantially all of the assets of the Corporation and such
         subsidiaries taken as a whole; or

                  (iv) the sale or transfer, whether in a single transaction or
         pursuant to a series of related transactions, of securities of the
         Corporation such that all holders of securities of the Corporation that
         are entitled to vote by virtue of holding such securities with respect
         to matters generally that are voted on by stockholders of the
         Corporation (and not any matter requiring an additional series or other
         special vote) (collectively, the "Corporation's Voting Power")
         immediately prior to such transaction or series of related transactions
         do not hold after such transaction such securities of the Corporation
         that constitute more than a majority of the Corporation's Voting Power.

         "Series A Common Stock Equivalents" shall mean securities or rights
convertible into or entitling the holder thereof to purchase or receive shares
of Series A Common Stock.

         "Warrants" shall mean those certain Series B Common Stock Purchase
Warrants and that certain Series C Common Stock Purchase Warrant (as the same
may be divided or combined in accordance with their terms) of even date
therewith issued pursuant to the Loan Agreement, and any amendments,
modifications or replacements thereof, including, without limitation, any
Warrants to acquire shares of the capital stock of the Corporation issued in
connection with the merger of CCI with and into the Corporation.

         (c) Series A Common Stock. The following is a statement of the
preferences, limitations and relative rights in respect of the Series A Common
Stock.

                  (i) Voting Rights. With respect to all such matters upon which
         stockholders are entitled to vote or give consent, each holder of
         Series A Common Stock shall be entitled to one (1) vote (in person or
         by proxy) for each share of Series A Common Stock held by such holder
         on the record date for the determination of stockholders entitled to
         vote.

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                  (ii) Dividends. Subject to the provisions of applicable law,
         the holders of shares of Series A Common Stock shall be entitled to
         receive, when and as declared by the Board of Directors, out of the
         assets of the Corporation legally available therefor, dividends or
         other distributions, whether payable in cash, property or securities of
         the Corporation.

                  (iii) Liquidation. In the event of a Liquidation or other
         similar event, whether voluntary or involuntary, after payment or
         provision for payment of the debts and other liabilities of the
         Corporation, the assets of the Corporation shall be distributed ratably
         to the holders of Series A Common Stock in proportion to the number of
         shares held by them.

         (d) Series B Common Stock and Series C Common Stock. The following is a
statement of the designations and preferences, limitations and relative rights
in respect of each of the Series B Common Stock and the Series C Common Stock.

                  (i) Rank. Each of the Series B Common Stock and the Series C
         Common Stock shall, with respect to dividend rights and rights on
         Liquidation, rank pari passu with the Series A Common Stock on the
         basis of the number of shares of Series A Common Stock that each share
         of Series B Common Stock or Series C Common Stock could be converted
         into in accordance with subparagraph (d)(v) of this Article V.

                  (ii) Voting Rights. Except as otherwise provided in
         subparagraph (d)(xvii) of this Article V or as otherwise provided by
         law, the holders of Series B Common Stock and of Series C Common Stock
         shall have no voting rights.

                  (iii) Dividends. In the event that any dividends are declared
         or paid on the Series A Common Stock (other than dividends paid in
         shares of additional Series A Common Stock or Series A Common
         Equivalents that are subject to subparagraph (d)(x) of this Article V),
         the holder of each share of Series B Common Stock and of Series C
         Common Stock shall be entitled to receive like dividends on the basis
         of the number of shares of Series A Common Stock into which such share
         of Series B Common Stock or Series C Common Stock, as the case may be,
         could be converted in accordance with subparagraph (d)(v) of this
         Article V, assuming for such purposes that all conditions for
         conversion have been satisfied, whether or not such is actually the
         case.

                  (iv) Liquidation. In the event of a Liquidation or other
         similar event, each holder of a share of Series B Common Stock or
         Series C Common Stock shall be entitled to receive a share of the
         proceeds thereof identical to those received by the holders of the
         Series A Common Stock on the basis of the number of shares of Series A
         Common Stock into which a share of Series B Common Stock or Series C
         Common Stock could be converted in accordance with subparagraph (d)(v)
         of this Article V, assuming for such purpose that all conditions for
         conversion have been satisfied, whether or not such is actually the
         case.

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                  (v) Conversion Price and Rate.

                           (A) Subject to and in compliance with the provisions
                  of this subparagraph (d)(v), shares of Series B Common Stock
                  and of Series C Common Stock may, at the option of the holder,
                  be converted after the occurrence of one of the events listed
                  below with respect to a particular series into fully paid and
                  nonassessable shares of Series A Common Stock at the rate (the
                  "Conversion Rate" of such series) of one share of Series B
                  Common Stock or Series C Common Stock, as the case may be, to
                  the number of shares of Series A Common Stock that equals the
                  quotient obtained by dividing the Invested Amount of the
                  series in question by the Conversion Price of such series
                  (defined hereinafter). Thus, the number of shares of Series A
                  Common Stock to which a holder of Series B Common Stock or
                  Series C Common Stock shall be entitled upon any conversion
                  provided for in this subparagraph (d)(v) shall be the product
                  obtained by multiplying the Conversion Rate of such series by
                  the number of shares of such series being converted. Such
                  conversion shall be deemed to have been made immediately prior
                  to the close of business on the date of the surrender of the
                  shares of the series to be converted in accordance with the
                  procedures described in subparagraph (d)(v)(B) of this Article
                  V. The "Conversion Price" of each of the Series B Common Stock
                  and the Series C Common Stock shall be equal to the Invested
                  Amount thereof, except as otherwise adjusted as provided
                  hereunder in subparagraphs (d)(vi) through (xiv) of this
                  Article V. The initial Conversion Rate of each of the Series B
                  Common Stock and the Series C Common Stock shall be one share
                  of such series for 44.69107183 shares of Series A Common
                  Stock.

                                    (1) Each share of Series B Common Stock may
                           be converted at any time at the option of the holder
                           thereof into shares of Series A Common Stock
                           following the transfer of such share of Series B
                           Common Stock by the person to which the Corporation
                           originally issued such share (the "Original Series B
                           Holder") to a person not an Affiliate of the Original
                           Series B Holder.

                                    (2) The shares of Series C Common Stock may
                           be converted at any time at the option of the holders
                           thereof into shares of Series A Common Stock
                           following the earliest to occur of the following
                           events:

                                             (a) with respect to a particular
                                    share of Series C Common Stock, the transfer
                                    of such share of Series C Common Stock by
                                    the person to which the Corporation
                                    originally issued such share (the "Original
                                    Series C Holder") to a person not an
                                    Affiliate of the Original Series C Holder;

                                             (b) with respect to all shares of
                                    Series C Common Stock then outstanding, the
                                    closing of a Sale or Merger of the
                                    Corporation;

                                             (c) with respect to all shares of
                                    Series C Common Stock then outstanding, the
                                    transfer (whether in one or a series of

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                                    transactions over time) after the Loan
                                    Closing Date by the individuals constituting
                                    the Corporation's Management Group (defined
                                    for this purpose to mean the President,
                                    Chief Executive Officer, Chief Operating
                                    Officer, Chief Financial Officer and each
                                    Vice President) of greater than fifty
                                    percent (50%) of the Series A Common Stock
                                    represented on an as-converted or
                                    as-exercised basis by the shares of Series A
                                    Common Stock and Series A Common Stock
                                    Equivalents held in the aggregate by the
                                    Management Group as of the Loan Closing
                                    Date; provided, however, that such transfer
                                    shall not include any pledge of shares of
                                    Series A Common Stock made pursuant to a
                                    bona fide loan transaction that creates a
                                    mere security interest or any transfer to a
                                    trust for the benefit of a member of
                                    Management Group or for the benefit of an
                                    ancestor, descendant or spouse of such
                                    member, provided also that such member
                                    retains control over voting such shares;

                                             (d) with respect to all shares of
                                    Series C Common Stock then outstanding, the
                                    transfer after the Loan Closing Date by
                                    those persons who constitute, as of the Loan
                                    Closing Date, the three largest stockholders
                                    of the Corporation, in one or a series of
                                    transactions over time, of greater than
                                    seventy-five percent (75%) of the Series A
                                    Common Stock represented on an as-converted
                                    or as-exercised basis by the shares of
                                    Series A Common Stock and Series A Common
                                    Stock Equivalents outstanding on the Loan
                                    Closing Date;

                                             (e) with respect to all shares of
                                    Series C Common Stock then outstanding, the
                                    occurrence of an Event of Default (as
                                    defined in the Loan Agreement or the Credit
                                    Agreement) by the Corporation following the
                                    Loan Closing Date consisting of the
                                    nonpayment of principal, interest or any
                                    other amount due and owing to The Prudential
                                    Insurance Company of America or its
                                    successors or assigns under either the
                                    Credit Agreement or the Loan Agreement;

                                             (f) with respect to all shares of
                                    Series C Common Stock then outstanding, the
                                    failure by the Corporation to pay an
                                    aggregate of $250,000 in indebtedness,
                                    whether principal or interest, in addition
                                    to that described in clause (e) above;

                                             (g) with respect to all shares of
                                    Series C Common Stock then outstanding, the
                                    resignation, removal or death at one time or
                                    over time of one third (1/3) of the members
                                    of the Board of Directors and the election
                                    of substitutes therefor at any time
                                    following the Loan Closing Date; and

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                                             (h) the breach following the Loan
                                    Closing Date of any of the financial
                                    covenants made by the Corporation in the
                                    Loan Agreement or the Credit Agreement.

In the event that any of the events described in this subparagraph (d)(v)(A)(2)
shall occur prior to the Original Issue Date of the Series C Common Stock, all
the holders of shares of Series C Common Stock shall be entitled to exercise the
conversion rights provided in this subparagraph (d)(v) at any time following
issuance of such shares.

                           (B) Mechanics of Conversion. Notwithstanding the
                  provisions of subparagraph (d)(v)(A) of this Article V, the
                  Corporation shall not be obligated to issue certificates
                  evidencing the shares of Series A Common Stock issuable upon
                  conversion unless the certificates evidencing the shares of
                  Series B Common Stock or Series C Common Stock being converted
                  are either delivered to the Corporation or its transfer agent
                  as provided below, or any holder of any such certificates
                  notifies the Corporation or its transfer agent that such
                  certificates have been lost, stolen or destroyed and executes
                  an agreement satisfactory to the Corporation to indemnify the
                  Corporation from any loss incurred by it in connection with
                  such certificates. Upon the occurrence of such conversion, the
                  holders of Series B Common Stock or Series C Common Stock
                  subject thereto shall surrender the certificates representing
                  such shares at the office of the Corporation or any transfer
                  agent for the same, and shall give written notice to the
                  Corporation at such office of the name or names in which such
                  holder wishes the certificate or certificates for shares of
                  Series A Common Stock to be issued, if different from the name
                  shown on the books and records of the Corporation. The
                  Corporation shall, as soon as practicable thereafter and in no
                  event later than twenty (20) days after the surrender of the
                  certificates of the shares of the series sought to be
                  converted, issue and deliver at such office to the holder of
                  such shares, or to the nominee or nominees of such holder as
                  provided in such notice, a certificate or certificates for the
                  number of shares of Series A Common Stock into which the
                  shares of Series B Common Stock or Series C Common Stock (as
                  the case may be) were convertible on the date on which such
                  conversion was effective to which such holder shall be
                  entitled as provided in such sections. The delivery of the new
                  certificates may be conditioned on the person or persons to
                  which the holder has requested delivery making such written
                  representations as may reasonably be required by the
                  Corporation to the effect that the shares to be received upon
                  conversion are not being acquired and will not be transferred
                  in any way that might violate the then applicable securities
                  laws. The person or persons entitled to receive the shares of
                  Series A Common Stock issuable upon a conversion pursuant to
                  subparagraph (d)(v)(A) of this Article V shall be treated for
                  all purposes as the record holder or holders of such shares of
                  Series A Common Stock as of the effective date of conversion
                  specified in such subsection.

                  (vi) Adjustment for Additional Shares of Series A Common
         Stock. In case the Corporation, at any time or from time to time after
         the Original Issue Date of the Series B Common Stock and of the Series
         C Common Stock, respectively, shall issue or sell Additional Shares of
         Series A Common Stock, including Additional Shares of Common

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         Stock deemed to be issued pursuant to subparagraphs (d)(viii) and
         (d)(ix) of this Article V, without consideration or for a consideration
         per share (determined pursuant to subparagraph (d)(ix) of this Article
         V), less than the Market Price of such series in effect on the date of
         and immediately prior to such issue or sale, then, and in each such
         case, subject to subparagraph (d)(xiv) of this Article V, the
         Conversion Price of such series shall be reduced, concurrently with
         such issue or sale, to a price determined by multiplying the Conversion
         Price of such series then in effect by a fraction,

                           (A) the numerator of which shall be equal to (i) the
                  number of shares of Series A Common Stock outstanding
                  immediately prior to such issue or sale plus (ii) the number
                  of shares of Series A Common Stock which the aggregate
                  consideration received by the Corporation for the total number
                  of such Additional Shares of Series A Common Stock so issued
                  or sold would purchase at the greater of the Market Price then
                  in effect or the Conversion Price of the Series B Common Stock
                  or the Series C Common Stock then in effect; and

                           (B) the denominator of which shall be equal to the
                  number of shares of Series A Common Stock outstanding
                  immediately after such issue or sale of Additional Shares of
                  Series A Common Stock,

provided that, for the purposes of this subparagraph (d)(vi), (x) immediately
after any Additional Shares of Series A Common Stock are deemed to have been
issued pursuant to subparagraph (d)(viii) or (d)(ix) of this Article V, such
Additional Shares of Series A Common Stock shall be deemed to be outstanding,
and (y) treasury shares shall not be deemed to be outstanding. Any adjustment to
the Conversion Price of the Series B Common Stock or the Series C Common Stock
shall cause simultaneously a corresponding adjustment to the Conversion Rate of
such series.

                  (vii) Extraordinary Dividends and Distributions. In case the
         Corporation at any time or from time to time after the Original Issue
         Date of the Series B Common Stock or the Series C Common Stock, as the
         case may be, shall declare, order, pay or make a dividend or other
         distribution (including, without limitation, any distribution of other
         or additional stock or other securities or property or Options by way
         of dividend or spin-off, reclassification, recapitalization or similar
         corporate rearrangement, any redemption or acquisition of any such
         stock or Options on the Series A Common Stock, and any issuance of any
         stock or other securities or property under the Rights Plan, whether
         pursuant to any exercise of the stock purchase rights provided for
         therein or any exchange of such rights or otherwise) other than a
         dividend described in subparagraph (d)(iii) or (d)(x) of this Article V
         or payable in Additional Shares of Series A Common Stock (except for
         issuances in connection with the Rights Plan) or in Options for Common
         Stock, then and in each such event provision shall be made so that the
         holders of Series B Common Stock or Series C Common Stock shall receive
         upon conversion thereof, in addition to the number of shares of Series
         A Common Stock receivable thereupon, the amount of securities and other
         property of the Corporation which they would have received had their
         shares of Series B Common Stock or Series C Common Stock been converted
         into Series A Common Stock on the date of such event and had they
         thereafter, during the period from the date of such event to and
         including the date of

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         conversion, retained such securities and other property receivable by
         them as aforesaid during such period, subject to all other adjustments
         called for during such period under subparagraphs (d)(vi) through (xiv)
         of this Article V with respect to the rights of the holders of the
         Series B Common Stock and the Series C Common Stock.

                  (viii) Treatment of Options and Convertible Securities. In
         case the Corporation, at any time or from time to time after the
         Original Issue Date of the Series B Common Stock or the Series C Common
         Stock, as the case may be, shall issue, sell, grant or assume, or shall
         fix a record date for the determination of holders of any series of
         securities entitled to receive, any Options or Convertible Securities,
         whether or not such Options or the right to convert or exchange any
         such Convertible Securities are immediately exercisable, then, and in
         each such case, the maximum number of Additional Shares of Series A
         Common Stock (as set forth in the instrument relating thereto, without
         regard to any provisions contained therein for a subsequent adjustment
         of such number) issuable upon the exercise of such Options or, in the
         case of Convertible Securities, issuable upon the conversion or
         exchange of such Convertible Securities (or the exercise of such
         Options for Convertible Securities and subsequent conversion or
         exchange of the Convertible Securities issued), shall be deemed to be
         Additional Shares of Series A Common Stock issued as of the time of
         such issue, sale, grant or assumption or, in case such a record date
         shall have been fixed, as of the close of business on such record date;
         provided that such Additional Shares of Series A Common Stock shall not
         be deemed to have been issued unless the consideration per share
         (determined pursuant to subparagraph (d)(ix) of this Article V) of such
         shares would be less than the Market Price of the Series B Common Stock
         or the Series C Common Stock, as the case may be, in effect, in each
         case, on the date of and immediately prior to such issue, sale, grant
         or assumption or immediately prior to the close of business on such
         record date or, if the Series A Common Stock trades on an ex-dividend
         basis, on the date prior to the commencement of ex-dividend trading, as
         the case may be; provided, further, that in any such case in which
         Additional Shares of Common Stock are deemed to be issued,

                           (A) if an adjustment of the Conversion Price (or the
                  corresponding Conversion Rate) of either the Series B Common
                  Stock or the Series C Common Stock shall be made upon the
                  fixing of a record date as referred to in the first sentence
                  of this subparagraph 5(d)(viii), no further adjustment of such
                  Conversion Price (or the corresponding Conversion Rate) shall
                  be made as a result of the subsequent issue or sale of any
                  Options or Convertible Securities for the purpose of which
                  such record date was set;

                           (B) no further adjustment of such Conversion Price
                  (or the corresponding Conversion Rate) shall be made upon the
                  subsequent issue or sale of Additional Shares of Common Stock
                  or Convertible Securities upon the exercise of such Options or
                  the conversion or exchange of such Convertible Securities;

                           (C) if such Options or Convertible Securities by
                  their terms provide, with the passage of time or otherwise,
                  for any change in the consideration payable to the
                  Corporation, or change in the number of Additional Shares of
                  Series A

                                       11

<PAGE>

                  Common Stock issuable, upon the exercise, conversion or
                  exchange thereof (by change of rate or otherwise), such
                  Conversion Price (and corresponding Conversion Rate) computed
                  upon the original issue, sale, grant or assumption thereof (or
                  upon the occurrence of the record date with respect thereto),
                  and any subsequent adjustments based thereon, shall, upon any
                  such change becoming effective, be recomputed to reflect such
                  change insofar as it affects such Options, or the rights of
                  conversion or exchange under such Convertible Securities,
                  which are outstanding at such time;

                           (D) upon the expiration of any such Options or of the
                  rights of conversion or exchange under any such Convertible
                  Securities that shall not have been exercised (or upon
                  purchase by the Corporation and cancellation or retirement of
                  any such Options that shall not have been exercised or of any
                  such Convertible Securities the rights of conversion or
                  exchange under which shall not have been exercised), such
                  Conversion Price (and corresponding Conversion Rate) computed
                  upon the original issue, sale, grant or assumption thereof (or
                  upon the occurrence of the record date with respect thereto),
                  and any subsequent adjustments based thereon, shall, upon such
                  expiration (or such cancellation or retirement, as the case
                  may be), be recomputed as if:

                                    (1) in the case of Options for Series A
                           Common Stock or in the case of Convertible
                           Securities, the only Additional Shares of Series A
                           Common Stock issued or sold (or deemed issued or
                           sold) were the Additional Shares of Series A Common
                           Stock, if any, actually issued or sold upon the
                           exercise of such Options or the conversion or
                           exchange of such Convertible Securities and the
                           consideration received therefor was (a) an amount
                           equal to (i) the consideration actually received by
                           the Corporation for the issue, sale, grant or
                           assumption of all such Options, whether or not
                           exercised, plus (ii) the consideration actually
                           received by the Corporation upon such exercise, minus
                           (iii) the consideration paid by the Corporation for
                           any purchase of such Options which were not
                           exercised, or (b) an amount equal to (i) the
                           consideration actually received by the Corporation
                           for the issue, sale, grant or assumption of all such
                           Convertible Securities which were actually converted
                           or exchanged, plus (ii) the additional consideration,
                           if any, actually received by the Corporation upon
                           such conversion or exchange, minus (iii) the excess,
                           if any, of the consideration paid by the Corporation
                           for any purchase of such Convertible Securities, the
                           rights of conversion or exchange under which were not
                           exercised, over an amount that would be equal to the
                           Fair Value of the Convertible Securities so purchased
                           if such Convertible Securities were not convertible
                           into or exchangeable for Additional Shares of Series
                           A Common Stock; and

                                    (2) in the case of Options for Convertible
                           Securities, only the Convertible Securities, if any,
                           actually issued or sold upon the exercise of such
                           Options were issued at the time of the issue, sale,
                           grant or assumption of such Options, and the
                           consideration received by the Corporation for the

                                       12

<PAGE>

                           Additional Shares of Series A Common Stock deemed to
                           have then been issued was an amount equal to (a) the
                           consideration actually received by the Corporation
                           for the issue, sale, grant or assumption of all such
                           Options, whether or not exercised, plus (b) the
                           consideration deemed to have been received by the
                           Corporation (pursuant to subparagraph (d)(ix) of this
                           Article V) upon the issue or sale of the Convertible
                           Securities with respect to which such Options were
                           actually exercised, minus (c) the consideration paid
                           by the Corporation for any purchase of such Options
                           which were not exercised;

                           (E) no recomputation pursuant to subsection (C) or
                  (D) above shall have the effect of increasing such Conversion
                  Price then in effect by an amount in excess of the amount of
                  the adjustment thereof originally made in respect of the
                  issue, sale, grant or assumption of such Options or
                  Convertible Securities; and

                           (F) no Additional Shares of Series A Common Stock
                  shall be deemed to have been issued merely by virtue of an
                  adjustment to the Conversion Price (and corresponding
                  Conversion Rate) in accordance with subparagraphs (d)(vi)
                  through (viii) of this Article V.

                  (ix) Computation of Consideration. For the purposes of
         subparagraphs (d)(vi) through (viii) of this Article V:

                           (A) The consideration for the issue or sale of any
                  Additional Shares of Series A Common Stock or for the issue,
                  sale, grant or assumption of any Options or Convertible
                  Securities, irrespective of the accounting treatment of such
                  consideration,

                                    (1) insofar as it consists of cash, shall be
                           computed as the amount of cash received by the
                           Corporation, and insofar as it consists of securities
                           or other property, shall be computed as of the date
                           immediately preceding such issue, sale, grant or
                           assumption as the Fair Value of such consideration
                           (or, if such consideration is received for the issue
                           or sale of Additional Shares of Series A Common Stock
                           and the Market Price of such securities is less than
                           the Fair Value of such consideration, then such
                           consideration shall be valued at the Market Price of
                           such Additional Shares of Series A Common Stock), in
                           each case without deducting any expenses paid or
                           incurred by the Corporation, any commissions or
                           compensation paid or concessions or discounts allowed
                           to underwriters, dealers or others performing similar
                           services or any accrued interest or dividends in
                           connection with such issue or sale, and

                                    (2) in case Additional Shares of Series A
                           Common Stock are issued or sold or Options or
                           Convertible Securities are issued, sold, granted or
                           assumed together with other stock or securities or
                           other assets of the Corporation for a consideration
                           that covers both, shall be the proportion of such
                           consideration so received, computed as provided in
                           clause (i) above, allocable to such Additional Shares
                           of Series A Common

                                       13

<PAGE>

                           Stock or Options or Convertible Securities, as the
                           case may be, all as determined in good faith by the
                           Board of Directors or the Corporation.

                           (B) All Additional Shares of Series A Common Stock,
                  Options or Convertible Securities issued in payment of any
                  dividend or other distribution on any class or series of stock
                  of the Corporation and all Additional Shares of Series A
                  Common Stock issued to effect a subdivision of the outstanding
                  shares of Series A Common Stock into a greater number of
                  shares of Series A Common Stock (by reclassification or
                  otherwise than by payment of a dividend in Series A Common
                  Stock) shall be deemed to have been issued without
                  consideration.

                           (C) Additional Shares of Series A Common Stock deemed
                  to have been issued for consideration pursuant to subparagraph
                  (d)(viii) of this Article V, relating to Options and
                  Convertible Securities, shall be deemed to have been issued
                  for a consideration per share determined by dividing

                                    (1) the total amount, if any, received and
                           receivable by the Corporation as consideration for
                           the issue, sale, grant or assumption of the Options
                           or Convertible Securities in question, plus the
                           minimum aggregate amount of additional consideration
                           (as set forth in the instruments relating thereto,
                           without regard to any provision contained therein for
                           a subsequent adjustment of such consideration)
                           payable to the Corporation upon the exercise in full
                           of such Options or the conversion or exchange of such
                           Convertible Securities or, in the case of Options for
                           Convertible Securities, the exercise of such Options
                           for Convertible Securities and the conversion or
                           exchange of such Convertible Securities, in each case
                           computing such consideration as provided in the
                           foregoing subsection (A);

                  by

                                    (2) the maximum number of shares of Series A
                           Common Stock (as set forth in the instruments
                           relating thereto, without regard to any provision
                           contained therein for a subsequent adjustment of such
                           number) issuable upon the exercise of such Options or
                           the conversion or exchange of such Convertible
                           Securities.

                  (x) Treatment of Stock Dividends, Stock Splits and the Like.
         In case the Corporation, at any time or from time to time after the
         Original Issue Date of the Series B Common Stock or the Series C Common
         Stock, as the case may be, shall declare or pay any dividend or other
         distribution on any class or series of securities of the Corporation
         payable in shares of Series A Common Stock, or shall effect a
         subdivision of the outstanding shares of Series A Common Stock into a
         greater number of shares of Series A Common Stock (by reclassification
         or otherwise than by payment of a dividend in Series A Common Stock),
         then, and in each such case, Additional Shares of Series A Common Stock
         shall be deemed to have been issued (A) in the case of any such
         dividend or other distribution, immediately after the close of business
         on the record date for the determination of holders of any class or
         series of securities entitled to receive such dividend or other
         distribution (or if no such record is taken, then immediately prior to

                                       14

<PAGE>

         such payment or other distribution), or (B) in the case of any such
         subdivision, at the close of business on the day immediately prior to
         the day upon which such corporate action becomes effective.

                  (xi) Adjustments for Combinations and the Like. In case at any
         time or from time to time after the Original Issue Date of the Series B
         Common Stock or the Series C Common Stock, the outstanding shares of
         Series A Common Stock shall be combined or consolidated, by
         reclassification or otherwise, into a lesser number of shares of Series
         A Common Stock, the Conversion Price of the Series B Common Stock or
         the Series C Common Stock, as applicable, in effect immediately prior
         to such combination or consolidation shall, concurrently with the
         effectiveness of such combination or consolidation, be proportionately
         increased.

                  (xii) Adjustments for Reclassification, Exchange and
         Substitution. If the Series A Common Stock issuable upon conversion of
         the Series B Common Stock or the Series C Common Stock shall be changed
         into the same or a different number of shares of any other class or
         series of stock, whether by capital reorganization, reclassification or
         otherwise (other than a subdivision or combination of shares provided
         for above), the Conversion Price (and the corresponding Conversion
         Rate) then in effect with respect to the Series B Common Stock or the
         Series C Common Stock, as the case may be, shall, concurrently with the
         effectiveness of such reorganization or reclassification, be
         proportionately adjusted such that the Series B Common Stock and the
         Series C Common Stock shall be convertible into, in lieu of the number
         of shares of Series A Common Stock that the holders would otherwise
         have been entitled to receive, that number of shares of such other
         class or series of stock equal to the number of shares of Series A
         Common Stock issuable upon conversion of the Series B Common Stock or
         the Series C Common Stock (adjusted for any combinations,
         consolidations, stock splits, or stock distributions or dividends with
         respect to such shares) immediately prior to such capital
         reorganization or reclassification as would have been subject to
         receipt by the holders upon conversion of such series immediately
         before that change.

                  (xiii) Reorganizations, Mergers, Consolidations and Sales of
         Assets. If at any time or from time to time, there is a capital
         reorganization of the Series A Common Stock (other than a
         recapitalization, subdivision, combination, reclassification, exchange
         or substitution of shares provided for elsewhere in this paragraph
         (d)), then, as a part of such capital reorganization, provision shall
         be made so that the holders of each of the Series B Common Stock and
         the Series C Common Stock shall thereafter be entitled to receive upon
         conversion of shares of such series the number of shares of stock or
         other securities or property of the Corporation to which a holder of
         the number of shares of Series A Common Stock deliverable upon
         conversion of the applicable series would have been entitled on such
         capital reorganization, subject to adjustment in respect of such stock
         or securities by the terms thereof. In any such case, appropriate
         adjustment shall be made in applying the provisions of this paragraph
         (d) with respect to the rights of the holders of the Series B Common
         Stock and the Series C Common Stock after the capital reorganization to
         the end that the provisions of subparagraphs (d)(vi) through (xii) of
         this Article V (including adjustment of the Conversion Price of such
         series then in effect and the number of shares issuable upon conversion
         of the Series B Common Stock and the

                                       15

<PAGE>

         Series C Common Stock, respectively) shall be applicable after that
         event and be as nearly equivalent as practicable.

                  (xiv) Minimum Adjustment of Exercise Price. If the amount of
         any adjustment of the Conversion Price of the Series B Common Stock or
         the Series C Common Stock required hereunder would be less than 1% of
         such Conversion Price in effect at the time such adjustment is
         otherwise so required to be made, such amount shall be carried forward
         and adjustment with respect thereto made at the time of and together
         with any subsequent adjustment which, together with such amount and any
         other amount or amounts so carried forward, shall equal in the
         aggregate at least 1% of such Conversion Price.

                  (xv) Notice of Adjustment. Upon the occurrence of any event
         requiring an adjustment of the Conversion Price of the Series B Common
         Stock or the Series C Common Stock, then and in each such case the
         Corporation shall promptly deliver to each holder of such shares of
         such stock an officer's certificate stating the applicable Conversion
         Price resulting from such adjustment and the increase or decrease, if
         any, in the number of shares of Series A Common Stock issuable upon
         conversion thereof, setting forth in reasonable detail the method of
         calculation and the facts upon which such calculation is based. Within
         ninety (90) days after the end of each fiscal year in which any such
         adjustment shall have occurred, or within thirty (30) days after any
         request therefor by any holder of Series B Common Stock or Series C
         Common Stock stating that such holder contemplates the conversion of
         such stock, the Corporation will obtain and deliver to such holder the
         opinion of its regular independent auditors or another firm of
         independent public accountants of recognized national standing selected
         by the Board of Directors, which opinion shall confirm the statements
         in the most recent officer's certificate delivered under this
         subparagraph (d)(xv). It is understood and agreed that the independent
         public accountants rendering any such opinion shall be entitled
         expressly to assume in such opinion the accuracy of any determination
         of fair value made by the Board of Directors pursuant to subparagraph
         (d)(ix) of this Article V.

                  (xvi) Other Notices. In case at any time:

                           (A) the Corporation shall declare to the holders of
                  Series A Common Stock any dividend in cash, whether or not a
                  regular cash dividend;

                           (B) the Corporation shall declare or pay any dividend
                  upon Series A Common Stock payable in stock or make any
                  special dividend or other distribution (other than cash
                  dividends) to the holders of Series A Common Stock;

                           (C) the Corporation shall offer for subscription pro
                  rata to the holders of Series A Common Stock any additional
                  shares of stock of any class or series or other rights;

                           (D) there shall be any capital reorganization or
                  reclassification of the capital stock of the Corporation or
                  Sale or Merger;

                                       16

<PAGE>

                           (E) there shall be a voluntary or involuntary
                  Liquidation or any partial liquidation of the Corporation or
                  distribution to holders of Series A Common Stock;

                           (F) there shall be made any tender offer for any
                  shares of capital stock of the Corporation; or

                           (G) the Series A Common Stock shall cease to be or
                  shall be suspended from being a publicly traded security, (i)
                  listed on the New York Stock Exchange or the American Stock
                  Exchange, (ii) quoted by the Nasdaq Market or any successor
                  thereto or comparable system, or (iii) quoted or published in
                  the over-the-counter market;

                  then, in any one or more of such cases, the Corporation shall
give to each holder of shares of Series B Common Stock or Series C Common Stock
(1) at least fifteen (15) days prior to any event referred to in subsection (A)
or (B) above, at least thirty (30) days prior to any event referred to in
subsection (C), (D) or (E) above, and within five (5) days after it has
knowledge that any of the events specified in subsections (F) and (G) is
imminent, written notice of the date on which the books of the Corporation shall
close or a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, Sale or Merger, Liquidation, or partial
liquidation or the date by which stockholders must tender shares in any tender
offer and (2) in the case of any such reorganization, reclassification,
consolidation, Sale or Merger, Liquidation, partial liquidation or tender offer
known to the Corporation, at least thirty (30) days' prior written notice of the
date (or, if not then known, a reasonable approximation thereof by the
Corporation) when the same shall take place. Such notice in accordance with the
foregoing clause (1) shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Series A
Common Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause (2) shall also specify the date on which the holders of Series
A Common Stock shall be entitled to exchange their Series A Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, Sale or Merger, Liquidation, partial
liquidation or tender offer, as the case may be. Such notice shall also state
that the action in question or the record date is subject to the effectiveness
of a registration statement under the Securities Act of 1933, as amended, or to
a favorable vote of security holders, if either is required.

                  (xvii) Prohibition of Certain Actions. In addition to any
         other rights provided by law, at any time when shares of Series B
         Common Stock or Series C Common Stock are outstanding, except where the
         vote or written consent of the holders of a greater number of shares of
         the Corporation is required by law, and in addition to any other vote
         required by law, without the consent of the holders of at least
         two-thirds (66 2/3%) of the then outstanding shares of Series B Common
         Stock and Series C Common Stock, given in writing or by a vote in a
         meeting, consenting or voting (as the case may be) separately as a
         single group, the Corporation will not, by amendment of the Certificate
         of Incorporation or bylaws or through any reorganization, transfer of
         assets, consolidation, merger, dissolution, issue or sale of securities
         or any other voluntary action, avoid or seek to avoid the observance or
         performance of any of the terms to be observed or performed

                                       17

<PAGE>

         by the Corporation under this paragraph (d), but will at all times in
         good faith assist in the carrying out of all the provisions of this
         paragraph (d) and in the taking of all such action as may reasonably be
         requested by any holder of shares of Series B Common Stock or Series C
         Common Stock in order to protect the privileges of each holder against
         dilution or other impairment, consistent with the tenor and purpose of
         this paragraph (d). Without limiting the generality of the foregoing,
         the Corporation (A) will not increase the par value of any shares of
         Series A Common Stock receivable upon the conversion of shares of
         Series B Common Stock or Series C Common Stock above the applicable
         Conversion Price then in effect, (B) will take all such action as may
         be necessary or appropriate in order that the Corporation may validly
         and legally issue fully paid and nonassessable shares of Series A
         Common Stock, free and clear of any liens, charges or encumbrances upon
         the conversion of shares of Series B Common Stock or Series C Common
         Stock from time to time outstanding, (C) will not take any action which
         results in any adjustment of the applicable Conversion Price if the
         total number of shares of Series A Common Stock issuable after the
         action upon the conversion of all outstanding shares of Series B Common
         Stock and Series C Common Stock would exceed the total number of shares
         of Series A Common Stock then authorized by this Certificate of
         Incorporation and available for the purpose of issue upon such
         conversion, (D) will not issue any capital stock of any class or series
         which has the right to more than one vote per share or any capital
         stock of any class or series which is preferred as to dividends or as
         to the distribution of assets upon voluntary or involuntary
         dissolution, liquidation or winding-up, unless the rights of the
         holders thereof shall be limited to a fixed sum or percentage (or
         floating rate related to market yields) of par value or stated value in
         respect of participation in dividends and a fixed sum or percentage of
         par value or stated value in any such distribution of assets, and (E)
         will not otherwise amend, alter or change the designations or the
         powers, preferences, rights, privileges or restrictions of the Series B
         Common Stock or the Series C Common Stock materially or adversely.

                  (xviii) Stock to be Reserved. The Corporation will at all
         times reserve and keep available out of its authorized but unissued
         Series A Common Stock, solely for the purpose of issue upon the
         conversion of all outstanding shares of Series B Common Stock and
         Series C Common Stock, such number of shares of Series A Common Stock
         as shall then be issuable upon the conversion of all outstanding shares
         of Series B Common Stock and Series C Common Stock, and the Corporation
         will maintain at all times all other rights and privileges sufficient
         to enable it to fulfill all its obligations hereunder. The Corporation
         covenants that all shares of Series A Common Stock that shall be so
         issuable shall, upon issuance, be duly authorized, validly issued,
         fully paid and nonassessable, free from preemptive or similar rights on
         the part of the holders of any shares of capital stock or securities of
         the Corporation or any other person, and free from all taxes, liens,
         charges and encumbrances with respect to the issue thereof. The
         Corporation will take all such action as may be necessary to assure
         that such shares of Series A Common Stock may be so issued without
         violation of any applicable law or regulation, or of any applicable
         requirements of the National Association of Securities Dealers, Inc.
         and of any domestic securities exchange upon which the Series A Common
         Stock may be listed.

                                       18

<PAGE>

                                   ARTICLE VI.

         No holder of any of the shares of stock of the Corporation, whether now
or hereafter authorized or issued, shall have any pre-emptive rights or
preference rights, or be entitled, as of right, to purchase or subscribe for (a)
any unissued stock of any class, or (b) any additional stock of any class to be
issued by reason of any increase in the authorized capital stock of the
Corporation of any class, or (c) any warrants, options or rights to purchase or
subscribe for shares of stock of the Corporation of any class, or to purchase or
subscribe for any convertible or exchangeable obligations, whether now or
hereafter authorized or whether unissued or issued and thereafter acquired by
the Corporation. Any such stock or other securities herein enumerated may be
issued and disposed of pursuant to resolutions of the Board of Directors at such
prices and upon such terms as may be deemed advisable to the Board of Directors
in the exercise of its discretion.

                                  ARTICLE VII.

         No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such a director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (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) pursuant to Section 174 of the
DGCL or (iv) for any transaction from which such director derived an improper
personal benefit. No amendment to or repeal of this Article VII shall apply to
or have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal. If the DGCL is amended hereafter to
further eliminate or limit the personal liability of directors, the liability of
a director of this Corporation shall be limited or eliminated to the fullest
extent permitted by the DGCL, as amended.

                                  ARTICLE VIII.

         The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

         (a) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by the DGCL or by this Certificate of
Incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.

         (b) The Board of Directors may adopt, amend or repeal the Bylaws of
this Corporation.

         (c) Election of directors need not be by written ballot.

                                       19

<PAGE>

                                   ARTICLE IX.

         The Corporation reserves the right to repeal, alter, amend or rescind
any provisions contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by the laws of the State of Delaware, except as
otherwise limited by the other provisions of this Certificate of Incorporation,
and all rights conferred on stockholders herein are granted subject to this
reservation.

                                   ARTICLE X.

         (a) Right to Indemnification. Each person who was or is made a party to
or is threatened to be made a party to or is involuntarily involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation, or is or was serving (during his or her
tenure as a director and/or an officer) at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, whether the basis of such Proceeding
is an alleged action or inaction in an official capacity as a director or
officer or in any other capacity while serving as a director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL (or other applicable law), as the same exists or may
hereafter be amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, taxes, penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in connection
with such Proceeding. Such director or officer shall have the right to be paid
by the Corporation for expenses incurred in defending any such Proceeding in
advance of its final disposition; provided, however, that, if the DGCL (or other
applicable law) requires, the payment of such expenses in advance of the final
disposition of any such Proceeding shall be made only upon receipt by the
Corporation of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it should be determined ultimately that he or
she is not entitled to be indemnified under this Article X or otherwise.

         (b) Non-Exclusivity of Rights. The rights conferred by this Article X
shall not be exclusive of any other right which any director, officer,
representative, employee or other agent may have or hereafter acquire under the
DGCL or any other statute, or any provision contained in this Certificate of
Incorporation or the Corporation's Bylaws, or any agreement, or pursuant to a
vote of stockholders or disinterested directors, or otherwise.

         (c) Insurance and Trust Fund. In furtherance and not in limitation of
the powers conferred by statute:

                  (i) the Corporation may purchase and maintain insurance on
         behalf of any person who is or was a director, officer, employee or
         agent of the Corporation, or is 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 law; and

                                       20

<PAGE>

                  (ii) the Corporation may create a trust fund, grant a security
         interest and/or use other means (including, without limitation, letters
         of credit, surety bonds and/or other similar arrangements), as well as
         enter into contracts providing indemnification to the fullest extent
         permitted by law and including as part thereof provisions with respect
         to any or all of the foregoing, to ensure the payment of such amount as
         may become necessary to effect indemnification as provided therein, or
         elsewhere.

         (d) Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, including the right to be paid by
the Corporation the expenses incurred in defending any Proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article X or otherwise with respect to
the indemnification and advancement of expenses of directors and officers of the
Corporation.

         (e) Survival of Rights. The rights set forth in this Article X are
contract rights and survive any change to this Article X. Any repeal or
modification of this Article X shall not change the rights of an officer or
director to indemnification with respect to any action or omission occurring
prior to such repeal or modification.

                                   ARTICLE XI.

         The address of the Corporation's registered office 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 such address is The Corporation Trust
Company.

                                  ARTICLE XII.

         Any action which is required to be or may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, without prior notice to stockholders and without a vote if consents in
writing, setting forth the action so taken, shall have been signed by all of the
stockholders of the Corporation.

         IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation, which restates and integrates and does further amend the
provisions of the Corporation's Certificate of Incorporation and having been
duly adopted and approved in accordance with the General Corporation Law of the
State of Delaware, has been executed this 6th day of November, 2003, by E.
Randall Chestnut, the Corporation's authorized officer.


                                     /s/ E. RANDALL CHESTNUT
                                     ------------------------------------------
                                     E. Randall Chestnut,
                                     Chairman of the Board, President and Chief
                                     Executive Officer

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