FORM OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                   AS AMENDED
                                       OF
                        GENERAL DATACOMM INDUSTRIES, INC.

                  It is hereby certified that:

                  The present name of the  corporation  (hereinafter  called the
"corporation")  is General  DataComm  Industries,  Inc., which is the name under
which the  corporation was originally  incorporated;  and the date of filing the
original  certificate of  incorporation of the corporation with the Secretary of
State of the State of Delaware is January 28, 1969.

                  The  provisions of the  certificate  of  incorporation  of the
corporation as heretofore amended and/or  supplemented,  are hereby restated and
integrated into the single  instrument which is hereinafter set forth, and which
is  entitled   Restated   Certificate  of   Incorporation  of  General  DataComm
Industries,  Inc., without further amendment and without any discrepancy between
the provisions of the  certificate of  incorporation  as heretofore  amended and
supplemented  and the provisions of the said single  instrument  hereinafter set
forth.

                  The Board of  Directors  of the  corporation  has duly adopted
this Restated Certificate of Incorporation pursuant to the provisions of Section
245 of the  General  Corporation  Law of the State of  Delaware  in the form set
forth as follows:


                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        GENERAL DATACOMM INDUSTRIES, INC

                  FIRST:   The name of the corporation (hereinafter called the
 "corporation") is

                        General DataComm Industries, Inc.
<PAGE>

                  SECOND:  The address,  including  street,  number,  city,  and
county,  of the registered office of the corporation in the State of Delaware is
229  South  State  Street,  City of Dover,  County of Kent;  and the name of the
registered  agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.

                  THIRD:  The nature of the  business  and of the purposes to be
conducted  and  promoted by the  corporation,  which shall be in addition to the
authority  of the  corporation  to conduct any lawful  business,  to promote any
lawful  purpose,  and  to  engage  in  any  lawful  act or  activity  for  which
corporations may be organized under the General  Corporation Law of the State of
Delaware, is as follows:

                           To act as consultants and engage, on its own behalf
or for others, in research, appraisal, development and other activities relating
to  the  application,   structure,   manufacture,   fabrication,   installation,
construction,   maintenance,  operation,  repair,  functioning,  use  and  other
services  relating to  electronic  data  processing  systems and  components  of
electronic  data  processing  and computing  machines of every kind,  nature and
description, and in connection therewith, but not by way of limitation,  prepare
and submit analyses,  interpretations,  evaluations and  recommendations  in the
fields  of  electronic  data  processing  and  computer  system  technology  and
programming techniques.

                           To construct, conduct, maintain and operate offices,
sites,  centers,  laboratories  and  facilities  for  research  with  respect to
electronic data processing systems, computer machines, computing and programming
procedures, and other related fields, either for itself or others.

                           To design, invent, develop, devise, manufacture,
fabricate,  assemble,  install,  service,  maintain,  repair,  alter, buy, sell,
import,  export,  license as  licensor or  licensee,  lease as lessor or lessee,
distribute, job, enter into, negotiate, execute, acquire, receive, obtain, hold,
grant, assign and transfer contracts,  selling rights,  licensing  arrangements,
options,  franchises  and other rights in respect of, and generally  deal in and
with, at wholesale  and retail,  as principal,  agent,  representative,  broker,
factor, merchant, distributor, jobber, advisor, or in any other lawful capacity,
goods,  wares,  merchandise,  commodities  and unimproved,  improved,  finished,
processed, and other real, personal and mixed property of any and all kinds, and
without  limiting  the  generality  of the  foregoing,  any  and  all  kinds  of
computers, electronic data processing apparatus, information

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<PAGE>

analyses   devices,   electronic  and  other   mechanical   devices,   machines,
contrivances,  appliances,  accessories,  equipment and supplies for assembling,
processing,   analyzing  and  handling  data  and  reporting  the  findings  and
conclusions  required  therefrom,  together with the components,  resultants and
by-products  thereof;  and to acquire by purchase or otherwise own, hold, lease,
mortgage, sell or otherwise dispose of, erect, construct,  make, alter, enlarge,
improve  and  to  aid or  subscribe  toward  the  construction,  acquisition  or
improvement  of  any  laboratories,   research  and  experimental   centers  and
facilities,  factories, shops, storehouses,  buildings and commercial and retail
establishments of every character, including all equipment, fixtures, machinery,
implements and supplies  necessary,  or incidental to, or connected with, any of
the purposes or business of the  corporation;  and  generally to perform any and
all acts connected therewith or arising therefrom or incidental thereto, and all
acts proper or necessary for the purpose of the business.

                           To purchase, receive, take by grant, gift, devise,
bequest or otherwise,  lease, or otherwise acquire, own, hold, improve,  employ,
use and otherwise  deal in and with real or personal  property,  or any interest
therein,  wherever situated, and to sell, convey, lease,  exchange,  transfer or
otherwise  dispose  of, or mortgage or pledge,  all or any of its  property  and
assets, or any interest therein, wherever situated.

                           To engage generally in the real estate business as
principal,  agent,  broker,  and in any lawful capacity,  and generally to take,
lease,  purchase,  or otherwise  acquire,  and to own, use, hold, sell,  convey,
exchange,  lease, mortgage, work, clear, improve, develop, divide, and otherwise
handle,  manage,  operate,  deal in and dispose of real estate,  real  property,
lands,  multiple-dwelling structures,  houses, buildings and other works and any
interest or right therein; to take, lease, purchase or otherwise acquire, and to
own, use, hold, sell,  convey,  exchange,  hire, lease,  pledge,  mortgage,  and
otherwise handle, and deal in and dispose of, as principal,  agent,  broker, and
in any lawful capacity, such personal property, chattels, chattels real, rights,
easements, privileges, choses in action, notes, bonds, mortgages, and securities
as may lawfully be  acquired,  held,  or disposed of; and to acquire,  purchase,
sell,  assign,  transfer,  dispose  of,  and  generally  deal  in and  with,  as
principal,  agent,  broker,  and in any  lawful  capacity,  mortgages  and other
interests in real, personal,
                                       3
<PAGE>

and mixed properties; to carry on a general construction, contracting, building,
and realty management business as principal, agent, representative,  contractor,
subcontractor, and in any other lawful capacity.

                           To carry on a general mercantile, industrial,
investing,  and  trading  business  in all  its  branches;  to  devise,  invent,
manufacture,  fabricate, assemble, install, service, maintain, alter, buy, sell,
import,  export,  license as  licensor or  licensee,  lease as lessor or lessee,
distribute, job, enter into, negotiate, execute, acquire and assign contracts in
respect of, acquire, receive, grant, and assign licensing arrangements, options,
franchises,  and other rights in respect of, and generally  deal in and with, at
wholesale and retail, as principal, and as sales, business,  special, or general
agent, representative,  broker, factor, merchant, distributor,  jobber, advisor,
and in any other lawful capacity,  goods, wares, merchandise,  commodities,  and
unimproved,  improved, finished,  processed, and other real, personal, and mixed
property of any and all kinds,  together with the  components,  resultants,  and
by-products thereof.

                           To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise  acquire,  and to hold,  own, use,  operate,
develop,  enjoy,  turn to account,  grant licenses and immunities in respect of,
manufacture under and to introduce,  sell, assign, mortgage, pledge or otherwise
dispose of, and, in any manner deal with and contract with reference to:

                           (a)     inventions, devices, formulae, processes and
any improvements and modifications thereof;

                           (b)      letters patent, patent rights, patented
processes,  copyrights,  designs, and similar rights, trade-marks,  trade names,
trade  symbols  and other  indications  of origin  and  ownership  granted by or
recognized  under the laws of the United  States of  America,  the  District  of
Columbia,  any state or subdivision  thereof,  and any commonwealth,  territory,
possession,  dependency,  colony,  possession,  agency or instrumentality of the
United States of America and of any foreign  country,  and all rights  connected
therewith or appertaining thereunto;

                           (c)    franchises, licenses, grants and concessions.

                                      4
<PAGE>

                           To guarantee, purchase, take, receive, subscribe for,
and otherwise  acquire,  own,  hold,  use, and otherwise  employ,  sell,  lease,
exchange,  transfer,  and otherwise  dispose of,  mortgage,  lend,  pledge,  and
otherwise  deal in and with,  securities  (which  term,  for the purpose of this
Article  THIRD,  includes,  without  limitation of the generality  thereof,  any
shares of stock, bonds, debentures, notes, mortgages, other obligations, and any
certificates,  receipts  or other  instruments  representing  rights to receive,
purchase  or  subscribe  for the  same,  or  representing  any  other  rights or
interests  therein or in any  property or assets) of any  persons,  domestic and
foreign firms, associations,  and corporations,  and by any government or agency
or instrumentality  thereof; to make payment therefor in any lawful manner; and,
while owner of any such securities,  to exercise any and all rights,  powers and
privileges in respect thereof, including the right to vote.

                           To make, enter into, perform and carry out contracts
of every kind and description with any person, firm, association, corporation or
government or agency or instrumentality thereof.

                           To acquire by purchase, exchange or otherwise, all,
or any part of, or any interest in, the  properties,  assets,  business and good
will of any one or more persons, firms,  associations or corporations heretofore
or  hereafter  engaged  in any  business  for  which  a  corporation  may now or
hereafter be organized  under the laws of the State of Delaware;  to pay for the
same in  cash,  property  or its own or  other  securities;  to  hold,  operate,
reorganize,  liquidate,  sell or in any manner  dispose of the whole or any part
thereof; and in connection therewith,  to assume or guarantee performance of any
liabilities,  obligations or contracts of such persons,  firms,  associations or
corporations,  and to  conduct  the  whole  or any  part  of any  business  thus
acquired.

                           To lend money in furtherance of its corporate
purposes  and to invest and reinvest its funds from time to time to such extent,
to such persons, firms, associations,  corporations,  governments or agencies or
instrumentalities  thereof,  and on such terms and on such security,  if any, as
the Board of Directors of the corporation may determine.

                           To make contracts of guaranty and suretyship of all
kinds and endorse or guarantee the payment of  principal,  interest or

                                       5
<PAGE>

dividends  upon,  and to  guarantee  the  performance  of sinking  fund or other
obligations of, any securities, and to guarantee in any way permitted by law the
performance  of any  of  the  contracts  or  other  undertakings  in  which  the
corporation  may  otherwise  be or  become  interested,  of any  persons,  firm,
association, corporation, government or agency or instrumentality thereof, or of
any other combination, organization or entity whatsoever.

                           To borrow money without limit as to amount and at
such rates of interest as it may determine;  from time to time to issue and sell
its own securities, including its shares of stock, notes, bonds, debentures, and
other  obligations,  in such  amounts,  on such terms and  conditions,  for such
purposes  and for such  prices,  now or  hereafter  permitted by the laws of the
State of Delaware  and by this  certificate  of  incorporation,  as the Board of
Directors of the corporation may determine; and to secure any of its obligations
by  mortgage,  pledge  or  other  encumbrance  of all  or  any of its  property,
franchises and income.

                           To be a promoter or manager of other corporations of
any  type  or  kind;  and  to  participate   with  others  in  any  corporation,
partnership,  limited  partnership,  joint venture,  or other association of any
kind, or in any  transaction,  undertaking or arrangement  which the corporation
would  have  power to  conduct  by  itself,  whether  or not such  participation
involves sharing or delegation of control with or to others.

                           To draw, make, accept, endorse, discount, execute,
and  issue  promissory  notes,  drafts,  bills  of  exchange,  warrants,  bonds,
debentures,  and other  negotiable or transferable  instruments and evidences of
indebtedness whether secured by mortgage or otherwise,  as well as to secure the
same by  mortgage or  otherwise  so far as may be  permitted  by the laws of the
State of Delaware.

                           To purchase, receive, take, reacquire or otherwise
acquire,  own and hold, sell,  lend,  exchange,  reissue,  transfer or otherwise
dispose of, pledge,  use, cancel,  and otherwise deal in and with its own shares
and its other  securities from time to time to such an extent and in such manner
and  upon  such  terms  as the  Board  of  Directors  of the  corporation  shall
determine, provided that the corporation shall not use its funds or property for
the purchase of its own shares of capital stock when its capital is

                                       6
<PAGE>

impaired or when such use would cause any  impairment of its capital,  except to
the extent permitted by law.

                           To organize, as an incorporator or cause to be
organized under the laws of the State of Delaware,  or of any other State of the
United  States  of  America,  or  of  the  District  of  Columbia,   or  of  any
commonwealth,    territory,   dependency,   colony,   possession,   agency,   or
instrumentality  of the United States of America,  or of any foreign country,  a
corporation  or  corporations  for the purpose of  conducting  and promoting any
business or purpose for which  corporations  may be organized,  and to dissolve,
wind up, liquidate, merge or consolidate any such corporation or corporations or
to cause the same to be dissolved, wound up, liquidated, merged or consolidated.

                           To conduct its business, promote its purposes, and
carry on its operations in any and all of its branches and maintain offices both
within and  without the State of  Delaware,  in any and all States of the United
States of America, in the District of Columbia, and in any or all commonwealths,
territories, dependencies, colonies, possessions, agencies, or instrumentalities
of the United States of America and of foreign governments.

                           To promote and exercise all or any part of the
foregoing  purposes and powers in any and all parts of the world, and to conduct
its business in all or any of its branches as principal,  agent, broker, factor,
contractor,  and in any other  lawful  capacity  either  alone or  through or in
conjunction with any corporations,  associations, partnerships, firms, trustees,
syndicates,  individuals,  organizations,  and other entities in any part of the
world,  and, in conducting  its business and  promoting any of its purposes,  to
maintain  offices,  branches and agencies in any part of the world,  to make and
perform  any  contracts  and to do any  acts  and  things,  and to  carry on any
business,  and to exercise any powers and privileges  suitable,  convenient,  or
proper for the conduct,  promotion,  and  attainment  of any of the business and
purposes herein specified or which at any time may be incidental  thereto or may
appear conducive to or expedient for the  accomplishment of any of such business
and  purposes  and which  might be engaged  in or  carried  on by a  corporation
incorporated  or  organized  under the General  Corporation  Law of the State of
Delaware, and to have and exercise all of the powers conferred

                                       7
<PAGE>

by the laws of the State of Delaware upon corporations incorporated or organized
under the General Corporation Law of the State of Delaware.

                  The  foregoing  provisions  of this  Article  THIRD  shall  be
construed  both as purposes  and powers and each as an  independent  purpose and
power.  The foregoing  enumeration of specific  purposes and powers shall not be
held to  limit  or  restrict  in any  manner  the  purposes  and  powers  of the
corporation,  and the purposes and powers herein  specified  shall,  except when
otherwise provided in this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any other
Article of this  certificate of  incorporation;  provided,  that the corporation
shall not conduct any  business,  promote any purpose,  or exercise any power or
privilege within or without the State of Delaware which, under the laws thereof,
the corporation may not lawfully conduct, promote, or exercise.

                  FOURTH: The aggregate number of shares of stock of all classes
which the Corporation shall have authority to issue is 63,000,000, consisting of
50,000,000  shares  of  Common  Stock  having a par  value  of $.10  per  share,
10,000,000  shares  of Class B Stock  having a par  value of $.10 per  share and
3,000,000 shares of Preferred Stock having a par value of $1.00 per share.

                  The  powers  preferences  and  the  relative,   participating,
optional and other rights and the  qualifications,  limitations and restrictions
thereof, of each class of stock, and the express grant of authority to the Board
of Directors to fix by resolution the designations  and the powers,  preferences
and rights of each share of Preferred Stock and the qualifications,  limitations
and   restrictions   thereof  which  are  not  fixed  by  this   Certificate  of
Incorporation, are as follows:

A.                COMMON STOCK AND CLASS B STOCK

                  I.  Dividends,  etc.  Subject to the rights of the  holders of
Preferred  Stock,  and subject to any other  provisions of this  Certificate  of
Incorporation, as amended from time to time, holders of Common Stock and Class B
Stock shall be entitled to receive such  dividends  and other  distributions  in
cash,  stock or property of the  Corporation  as may be declared  thereon by the
Board of Directors  from time to time out of assets or funds of the  Corporation
legally available therefor,  provided that in the case of cash dividends,  if at
any time a cash dividend is paid on the Common Stock,  a cash dividend will also
be paid on the  Class B Stock in an amount  per share of Class B Stock  equal to
90% of the amount of the cash  dividends  paid on each share of the Common Stock
(rounded  down,  if  necessary,  to the nearest  one-hundredth  of a cent),  and
provided,  further, that in the case of dividends or other distributions payable
in stock of the Corporation other than Preferred Stock, including  distributions
pursuant to stock splits or divisions of stock of the Corporation other than
Preferred  Stock,  which occur
                                       8
<PAGE>

after the initial issuance of shares of Class B Stock by the  Corporation,  only
shares of Common  Stock shall be  distributed  with  respect to Common Stock and
only  shares of Class B Stock in an amount  per share  equal to the  amount  per
share paid with respect to the Common Stock shall be distributed with respect to
Class B Stock, and that, in the case of any combination or  reclassification  of
the  Common  Stock,  the  shares  of Class B Stock  shall  also be  combined  or
reclassified  so that  the  number  of  shares  of  Class  B  Stock  outstanding
immediately  following such combination or reclassification  shall bear the same
relationship  to the  number of  shares  outstanding  immediately  prior to such
combination  or  reclassification  as the  number  of  shares  of  Common  Stock
outstanding  immediately following such combination or reclassification bears to
the  number  of shares of Common  Stock  outstanding  immediately  prior to such
combination or reclassification.

                  II.      Voting:  (a)  At every meeting of the stockholders
every  holder of Common  Stock shall be entitled to one (1) vote in person or by
proxy for each share of Common Stock, standing in his name on the transfer books
of the  Corporation  and every  holder of Class B Stock shall be entitled to one
(1) vote in person or by proxy for each share of Class B Stock  standing  in his
name on the transfer books of the Corporation,  except that each holder of Class
B Stock  shall be  entitled  to ten (10) votes per share on the  election of any
directors  at any  stockholders  meeting  (i) if more than 15% of the  shares of
Common Stock  outstanding  on the record date for such meeting are  beneficially
owned by a person or group of persons  acting in concert  (unless such person or
group is also the beneficial  owner of a majority of the shares of Class B Stock
on such record date), or (ii) if a nomination for the Board of Directors is made
by a person or group of  persons  acting  in  concert  (other  than the Board of
Directors),  provided that such nomination is not made by one or more holders of
Class B Stock, acting in concert with each other, who beneficially own more than
15% of the shares of Class B Stock outstanding on such record date.

                  (b) The provisions of this Certificate of Incorporation  shall
not be modified,  revised, altered or amended, repealed or rescinded in whole or
in part, without the affirmative vote of the holders of a majority of the shares
of the Common Stock and of a voting majority of the shares of the Class B Stock,
each voting separately as a class.

                  (c)      The Corporation may not effect or consummate:

                  (1)  any merger or consolidation of the Corporation with or
into any other corporation;

                  (2)  any sale, lease, exchange or other disposition of all or
substantially all of the assets of the Corporation to or with any other person;
or
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<PAGE>


                  (3) any dissolution of the Corporation,

unless and until such transaction is authorized by the vote, if any, required by
Articles  EIGHTH and  THIRTEENTH of this  Certificate  of  Incorporation  and by
Delaware law; and unless and until such  transaction is authorized by a majority
of the voting power of the shares of Common Stock and of Class B Stock  entitled
to vote, each voting separately as a class, but the foregoing shall not apply to
any merger or other transaction described in the preceding subparagraphs (1) and
(2) if the other party to the merger or other transaction is a Subsidiary of the
Corporation.

                  For  purposes  of this  paragraph  (c) a  "Subsidiary"  is any
corporation  more than 50% of the voting  securities of which are owned directly
or indirectly by the Corporation; and a "person" is an individual,  partnership,
corporation or entity.

                           (d)  Following the initial issuance of shares of
Class B Stock,  the  Corporation  may not effect the issuance of any  additional
shares of Class B Stock  (except  in  connection  with  stock  splits  and stock
dividends)  unless and until such  issuance  is  authorized  by the holders of a
majority of the voting  power of the shares of Common Stock and of Class B Stock
entitled to vote, each voting separately as a class.

                           (e)  Every reference in this Certificate of
Incorporation  to a majority or other  proportion of shares of stock shall refer
to such majority or other proportion of the votes of such shares of stock.

                           (f)  Except as may be otherwise required by law or
by this Article FOURTH, the holders of Common Stock and Class B Stock shall vote
together as a single class, subject to any voting rights which may be granted to
holders of Preferred Stock.

                           III.     Transfer.

                           (a)  No person holding shares of Class B Stock of
record (hereinafter called a "Class B Holder") may transfer, and the Corporation
shall not register  the  transfer  of, such shares of Class B Stock,  as Class B
Stock,  whether by sale,  assignment,  gift, bequest,  appointment or otherwise,
except to a  Permitted  Transferee  and any  attempted  transfer  of shares  not
permitted  hereunder  shall  be  converted  into  Common  Stock as  provided  by
subsection  (d) of this Section  III. A Permitted  Transferee  shall mean,  with
respect to each person from time to time shown as the record holder of shares of
Class B Stock:

                           (i)  In the case of a Class B Holder who is a natural
person;

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<PAGE>

                  (A) The spouse of such Class B Holder and any lineal  ancestor
and descendant of such spouse, any lineal ancestor or descendant of such Class B
Holder's  parents,  including  adopted  children  and any spouse of such  lineal
descendant or ancestor and such spouse's lineal ancestors and descendants (which
ancestors  and   descendants,   their  spouses  and  any  lineal  ancestors  and
descendants of such spouse, the Class B Holder, and his or her spouse are herein
collectively referred to as "Class B Holder's Family Members");

                  (B)  The  trustee  of  a  trust  (including  a  voting  trust)
principally for the benefit of such Class B Holder, such Class B Holder's Family
Members and/or one or more of his or her other Permitted  Transferees  described
in each  subclause of this clause (i) other than this  subclause  (B),  provided
that such trust may also grant a general or special power of  appointment to one
or more of such Class B Holder's  Family  members and may permit trust assets to
be used to pay  taxes,  legacies  and other  obligations  of the trust or of the
estates of one or more of such Class B Holder's Family Members payable by reason
of the death of any of such Family Members;

                  (C) A corporation if a majority of the beneficial ownership of
outstanding  capital stock of such corporation which is entitled to vote for the
election  of  directors  is owned  by, or a  partnership  if a  majority  of the
beneficial ownership of the partnership is held by, the Class B Holder or his or
her Permitted  Transferees  determined  under this clause (i), proved that if by
reason of any change in the  ownership of such stock or  partnership  interests,
such  corporation  or  partnership  would  no  longer  qualify  as  a  Permitted
Transferee,  all  shares  of  Class B Stock  then  held by such  corporation  or
partnership  shall, upon the election of the Corporation given by written notice
to such  corporation or  partnership,  without  further act on anyone's part, be
converted  into shares of Common Stock  effective upon the date of the giving of
such notice, and stock certificates formerly representing such shares of Class B
Stock shall  thereupon and  thereafter be deemed to represent the like number of
shares of Common Stock; and

                  (D) The estate of such Class B Holder.

                  (ii) In the case of a Class B Holder  holding  the  shares  of
Class B Stock in  question as trustee  pursuant  to a trust  (other than a trust
described in clause (iii) below),  "Permitted  Transferee"  means (A) any person
transferring Class B Stock to such trust and (B) any Permitted Transferee of any
such transferor determined pursuant to clause (i) above.

                  (iii) In the case of a Class B Holder  holding  the  shares of
Class B Stock in question as trustee  pursuant to a trust which was  irrevocable
on the record date  (hereinafter  in this Section III called the "Record  Date")
for  determining  the  persons to whom the Class B Stock is first  issued by the
Corporation,  "Permitted  Transferee"  means (A) any person to whom or for whose
benefit principal may be distributed either

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<PAGE>

during or at the end of the term of such trust  whether by power of  appointment
or otherwise  and (B) any  Permitted  Transferee  of any such person  determined
pursuant to clause (i) above.

                  (iv) In the case of a Class B Holder which is a corporation or
partnership  acquiring record and beneficial  ownership of the shares of Class B
Stock in question  upon its  initial  issuance  by the  Corporation,  "Permitted
Transferee"  means (A) any partner of such  partnership,  or stockholder of such
corporation,  on the Record  Date,  (B) any person  transferring  such shares of
Class B  Stock  to  such  corporation  or  partnership,  and  (C) any  Permitted
Transferee of any such person, partner, or stockholder referred to in subclauses
(A) and (B) of this clause (iv), determined under clause (i) above.

                  (v) In the case of a Class B Holder which is a corporation  or
partnership  (other than a corporation or  partnership  described in clause (iv)
above) holding record and beneficial ownership of the shares of Class B Stock in
question,  "Permitted  Transferee" means (A) any person transferring such shares
of  Class B Stock  to such  corporation  or  partnership  and (B) any  Permitted
Transferee of any such transferor determined under clause (i) above.

                  (vi) In the case of a Class B Holder  which is the estate of a
deceased Class B Holder, or which is the estate of a bankrupt or insolvent Class
B Holder,  which holds record and beneficial  ownership of the shares of Class B
Stock in question,  "Permitted  Transferee" means a Permitted Transferee of such
deceased,  bankrupt or insolvent Class B Holder as determined pursuant to clause
(i), (ii), (iii), (iv) or (v) above, as the case may be.

                  (b) Notwithstanding anything to the contrary set forth herein,
any Class B Holder may pledge such Holder's  share of Class B Stock to a pledgee
pursuant  to a bona  fide  pledge  of such  shares as  collateral  security  for
indebtedness  due to  the  pledgee,  provided  that  such  shares  shall  not be
transferred to or registered in the name of the pledgee and shall remain subject
to the  provisions  of this  Section III. In the event of  foreclosure  or other
similar action by the pledgee,  such pledged shares of Class B Stock may only be
transferred to a Permitted Transferee of the pledgor or converted into shares of
Common Stock, as the pledgee may elect.

                  (c)  For purposes of this Section III:

                  (i) The  relationship  of any  person  that is  derived  by or
through legal adoption shall be considered a natural one.

                  (ii) Each  joint  owner of  shares  of Class B Stock  shall be
considered a "Class B Holder" of such shares.

                                       12
<PAGE>


                  (iii) A minor  for  whom  shares  of  Class B Stock  are  held
pursuant to a Uniform  Gifts to Minors Act or similar law shall be  considered a
Class B Holder of such shares.

                  (iv) Unless otherwise specified,  the term "person" means both
natural persons and legal entities.

                  (v) Without  derogating  from the election  conferred upon the
Corporation  pursuant to subclause (D) of clause (i) above,  each reference to a
corporation  shall include any successor  corporation  resulting  from merger or
consolidation  and each  reference to a partnership  shall include any successor
partnership resulting from the death or withdrawal of a partner.

                  (d) Any  transfer  of shares  of Class B Stock  not  permitted
hereunder shall result in the conversion of the  transferee's  shares of Class B
Stock into  shares of Common  Stock,  effective  the date on which  certificates
representing  such  shares  are  presented  for  transfer  on the  books  of the
Corporation.  The  Corporation  may,  in  connection  with  preparing  a list of
stockholders entitled to vote at any meeting of stockholders,  or as a condition
to  the  transfer  or the  registration  of  shares  of  Class  B  Stock  on the
Corporation's books, require the furnishing of such affidavits or other proof as
it deems  necessary  to  establish  that any person is the  beneficial  owner of
shares of Class B Stock or is a Permitted Transferee.

                  (e) At any time when the number of outstanding shares of Class
B Stock as reflected on the stock transfer books of the Corporation  falls below
5% of the aggregate  number of the issued and  outstanding  shares of the Common
Stock and Class B Stock of the  Corporation,  or the Board of Directors  and the
holders of a majority  of the  outstanding  shares of Class B Stock  approve the
conversion of all of the Class B Stock into Common Stock, then, immediately upon
the  occurrence of either such event,  the  outstanding  shares of Class B Stock
shall  be  converted  into  shares  of  Common  Stock.  In the  event  of such a
conversion,  certificates  formerly  representing  outstanding shares of Class B
Stock shall  thereupon and  thereafter be deemed to represent the like number of
shares of Common Stock.

                  (f) Shares of Class B Stock shall be  registered  in the names
of the beneficial owners thereof and not in "street" or "nominee" name. For this
purpose, a "beneficial owner" of any shares of Class B Stock shall mean a person
who, or an entity  which,  possesses  the power,  either  singly or jointly,  to
direct the voting or disposition of such shares.  The Corporation  shall note on
the  certificates  for shares of Class B Stock the  restrictions on transfer and
registration of transfer imposed by this Section III.

                                       13
<PAGE>

                  IV.      Conversion Rights.

                  (a) Subject to the terms and  conditions  of this  Section IV,
each  share of Class B Stock  shall be  convertible  at any time or from time to
time,  at the  option of the  respective  holder  thereof,  at the office of any
transfer agent for Class B Stock, and at such other place or places,  if any, as
the Board of Directors may designate, or if the Board of Directors shall fail so
to  designate,  at the  principal  office of the  Corporation  (attention of the
Secretary of the Corporation),  into one (1) fully paid and nonassessable  share
of Common  Stock,  Upon  conversion,  the  Corporation  shall make no payment or
adjustment  on  account  of  dividends  accrued  or in  arrears on Class B Stock
surrendered  for  conversion  or on account of any dividends on the Common Stock
issuable  on such  conversion.  Before  any  holder  of  Class B Stock  shall be
entitled  to  convert  the  same  into  Common  Stock,  he shall  surrender  the
certificate  or  certificates  for  such  Class B Stock  at the  office  of said
transfer  agent  (or  other  place as  provided  above),  which  certificate  or
certificates, if the Corporation shall so request, shall be duly endorsed to the
Corporation or in blank or accompanied by proper  instruments of transfer to the
Corporation or in blank) (such  endorsements or instruments of transfer to be in
form  satisfactory  to the  Corporation),  and shall give written  notice to the
Corporation  at said office  that he elects so to convert  said Class B Stock in
accordance with the terms of this Section IV, and shall state in writing therein
the name or names in which he wishes the certificates or certificates for Common
Stock to be issued.  Every such notice of election to convert shall constitute a
contract between the holder of such Class B Stock and the  Corporation,  whereby
the holder of such Class B Stock shall be deemed to subscribe  for the amount of
Common Stock which he shall be entitled to receive upon such conversion, and, in
satisfaction of such subscription,  to deposit the Class B Stock to be converted
and to release the Corporation  from all liability  thereunder,  and thereby the
Corporation  shall be deemed to agree that the surrender of the  certificate  or
certificates   therefor  and  the  extinguishment  of  liability  thereon  shall
constitute full payment of such  subscription for Common Stock to be issued upon
such conversion.  The Corporation will as soon as practicable after such deposit
of a certificate or certificates  for Class B Stock,  accompanied by the written
notice and the statement  above  prescribed,  issue and deliver at the office of
said transfer  agent (or other place as provided  above) to the person for whose
account such Class B Stock was so surrendered,  or to his nominee or nominees, a
certificate  or  certificates  for the number of full shares of Common  Stock to
which he shall be entitled as aforesaid. Subject to the provisions of subsection
(c) of this Section IV, such conversion  shall be deemed to have been made as of
the date of such surrender of the Class B Stock to be converted;  and the person
or persons entitled to receive the Common Stock issuable upon conversion of such
Class B Stock shall be treated for all purposes as the record  holder or holders
of such Common Stock on such date.

                  (b) The  issuance of  certificates  for shares of Common Stock
upon  conversion of shares of Class B Stock shall be made without charge for any
stamp or other  similar tax in respect of such  issuance.  However,  if any such
certificate is to be issued in a name other than that of the holder of the share

                                       14
<PAGE>

or shares of Class B Stock  converted,  the  person or  persons  requesting  the
issuance thereof shall pay to the Corporation the amount of any tax which may be
payable in respect of any transfer  involved in such issuance or shall establish
to the satisfaction of the Corporation that such tax has been paid.

                  (c) The  Corporation  shall not be required to convert Class B
Stock,  and no surrender of Class B Stock shall be effective  for that  purpose,
while the stock  transfer books of the  Corporation  are closed for any purpose;
but the surrender of Class B Stock for  conversion  during any period while such
books are so closed shall become  effective for conversion  immediately upon the
reopening  of such books,  as if the  conversion  had been made on the date such
Class B Stock was surrendered.

                  (d) The  Corporation  covenants  that  it  will  at all  times
reserve and keep  available,  solely for the purpose of issue upon conversion of
the outstanding  shares of Class B Stock,  such number of shares of Common Stock
as shall  be  issuable  upon the  conversion  of all  such  outstanding  shares,
provided  that  nothing  contained  herein  shall be  construed  to preclude the
Corporation  from satisfying its obligations in respect of the conversion of the
outstanding  shares of Class B Stock by delivery of shares of Common Stock which
are held in the treasury of the Corporation.  The Corporation  covenants that if
any shares of Common  Stock,  required to be reserved for purposes of conversion
hereunder,  require registration with or approval of any governmental  authority
under any federal or state law before such shares of Common  Stock may be issued
upon conversion,  the Corporation will use its best efforts to cause such shares
to be duly  registered  or approved,  as the case may be. The  Corporation  will
endeavor  to list the  shares of Common  Stock  required  to be  delivered  upon
conversion  prior to such delivery upon each national  securities  exchange,  if
any,  upon  which  the  outstanding  Common  Stock is listed at the time of such
delivery.  The Corporation covenants that all shares of Common Stock which shall
be issued upon  conversion of the shares of Class B Stock,  will, upon issue, be
fully paid and nonassessable and not entitled to any preemptive rights.

                  V.  Liquidation  Rights.  In the  event  of  any  dissolution,
liquidation or winding up of the affairs of the Corporation,  whether  voluntary
or  involuntary,  after  payment or provision for payment of the debts and other
liabilities of the  Corporation,  the holders of each series of Preferred  Stock
shall be  entitled  to  receive,  out of the net assets of the  Corporation,  an
amount for each share equal to the amount fixed and  determined  by the Board of
Directors in any  resolution  or  resolutions  providing for the issuance of any
particular  series of Preferred  Stock,  plus an amount  equal to all  dividends
accrued and unpaid on shares of such  series to the date fixed for  distribution
or paid over to the  holders  of Common  Stock.  After  payment  in full of said
amounts to the holders of Preferred  Stock of all series,  the remaining  assets
and funds of the  Corporation  shall be  divided  among and paid  ratably to the
holders of Common Stock,  and Class B Stock  (considered for this purpose as one
class). If, upon such dissolution, liquidation or winding up, the assets of the

                                     15
<PAGE>

Corporation  distributable  as aforesaid among the holders of Preferred Stock of
all  series  shall  be  insufficient  to  permit  full  payment  to them of said
preferential  amounts, then such assets shall be distributed among such holders,
first in the  order of their  respective  preferences,  and  second,  as to such
holders who are next entitled to such assets and who rank equally with regard to
such assets,  ratably in proportion to the  respective  total amounts which they
shall be  entitled  to  receive  as  provided  in this  Section  V. A merger  or
consolidation of the Corporation with or into any other corporation or a sale or
conveyance of all or any part of the assets of the Corporation  (which shall not
in fact result in the  liquidation of the  Corporation  and the  distribution of
assets to  stockholders)  shall not be deemed to be a voluntary  or  involuntary
liquidation or dissolution or winding up of the  Corporation  within the meaning
of this Section V.

B.                Preferred Stock.

                           The Board of Directors is authorized, subject to
limitations  prescribed  by law and the  provisions of this Article  FOURTH,  to
provide for the  issuance  of the  preferred  shares in series,  and by filing a
certificate  pursuant to the General  Corporation Law of Delaware,  to establish
the  number  of  shares  to be  included  in each  such  series,  and to fix the
designations, relative rights, preferences and limitations of the shares of each
such  series.  The  authority  of the Board with  respect to each  series  shall
include, but not be limited to, determination of the following:

                           (a)  The number of shares constituting that series
and the distinctive designations of that series;

                           (b)  The dividend rate on the shares of that series,
whether  dividends shall be cumulative and, if so, from which date or dates, and
the relative  rights of  priority,  if any, of payment of dividends on shares of
that series;

                           (c)  Whether that series shall have voting rights, in
addition  to the voting  rights  provided  by law and,  if so, the terms of such
voting rights;

                           (d)  Whether that series shall have conversion
privileges  and, if so, the terms and conditions of such  conversion,  including
provision for adjustment of the  conversion  rate in such events as the Board of
Directors shall determine;

                           (e)  Whether or not the shares of that series shall
be redeemable and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they

                                       16
<PAGE>

shall be  redeemable,  and the amount per share  payable in case of  redemption,
which amount may vary under  different  conditions  and at different  redemption
dates;

                           (f)  Whether that series shall have a sinking fund
for the  redemption  or  purchase of shares of that series and, if so, the terms
and amount of such sinking fund;

                           (g)  The rights of the shares of that series in the
event of voluntary or involuntary liquidation,  dissolution or winding up of the
Corporation,  and the relative rights of priority,  if any, of payment of shares
of that series;

                           (h)  Any other relative rights, preferences and
limitations of that series.

                           Dividends on outstanding preferred shares shall be
declared  and paid,  or set apart for  payment,  before any  dividends  shall be
declared and paid,  or set apart for payment,  on the common shares with respect
to the dividend period.

                           Any and all such shares issued, and for which the
full  consideration  has been paid or delivered shall be deemed fully paid stock
and the  holder  of such  shares  shall not be liable  for any  further  call or
assessment or any other payment thereon.

C.                Authorized Shares of Capital Stock.

                           Except as may be Provided in the terms and conditions
fixed by the Board of  Directors  for any  series  of  Preferred  Stock,  and in
addition  to any other vote that may be  required  by  statute,  stock  exchange
regulations,  this  Certificate of Incorporation  or any amendment  hereof,  the
number of authorized  shares of any class or classes of stock of the Corporation
may be  increased  or  decreased  by the  affirmative  vote of the  holders of a
majority of the outstanding shares of stock of the Corporation entitled to vote.

                  FIFTH:   The name and the mailing address of the incorporator
are as follows:

                  NAME                               MAILING ADDRESS

         R. G. Dickerson                             229 South State Street
                                                     Dover, Delaware

                                       17
<PAGE>

                 SIXTH:   The corporation is to have perpetual existence.

                 SEVENTH:  Whenever a  compromise  or  arrangement  is  proposed
between this  corporation  and its creditors or any class of them and/or between
this  corporation  and its  stockholder  or any  class  of  them,  any  court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder  thereof or on
the  application  of any receiver or receivers  appointed  for this  corporation
under the  provisions  of section 291 of Title 8 of the Delaware  Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  corporation  under the  provisions  of  section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholders of class or stockholders of this  corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this corporation, as the case may be,
and also on this corporation.

                  EIGHTH: For the management of the business and for the conduct
of the affairs of the  corporation,  and in further  definition,  limitation and
regulation  of the powers of the  corporation  and of its  directors  and of its
stockholders or any class thereof, as the case may be, it is further provided:

                  1. Directors  shall be divided into three classes,  each class
to be determined by the directors  prior to the election of a particular  class.
In the event  that at any time or from time to time the number of  directors  is
increased,  the newly created directorships  resulting therefrom shall be filled
by a vote of the majority of the directors in office  immediately  prior to such
increase,  and  directors so elected  shall serve until the term of the class to
which they are assigned  expires.  Vacancies in any class of directors  shall be
filled by the vote of the  remaining  directors,  and directors so elected shall
serve  until the term of such  class  expires.  At the 1986  Annual  Meeting  of
Stockholders,  First  Class  directors  shall be  elected to a term of one year,
Second Class  directors to a term of two years,  and Third Class  directors to a
term of three years,  and at each subsequent  annual meeting,  the successors to
directors whose terms shall expire that year shall be elected to a term of three
years.

                  2.       The original By-Laws of the corporation shall be
adopted by the incorporator  unless the certificate of incorporation  shall name
the initial Board of Directors therein. Thereafter, the power to make, alter, or
repeal the  By-Laws,  and to adopt any new By-Law,  except a By-Law  classifying

                                       18
<PAGE>

directors  for election  for  staggered  terms,  shall be vested in the Board of
Directors.

                  3. Whenever the corporation  shall be authorized to issue only
one class of stock,  each outstanding  share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of  stockholders.  Whenever the
corporation  shall be  authorized  to issue  more than one  class of  stock,  no
outstanding  share of any class of stock which is denied  voting power under the
provisions of the certificate of incorporation  shall entitle the holder thereof
to notice of, and the right to vote,  at any meeting of  stockholders  except as
the  provisions of paragraph  (d) (2) of section 242 of the General  Corporation
Law and of  sections  251,  251,  and 253 of the General  Corporation  Law shall
otherwise require;  provided, that no share of any such class which is otherwise
denied voting power shall  entitle the holder  thereof to vote upon the increase
or decrease in the number of authorized shares of said class.

                  4. Except as otherwise  provided with respect to any series of
preferred  stock, any action required or permitted to be taken by the holders of
issued and  outstanding  stock of the  Corporation  may be effected solely at an
annual or special  meeting of  stockholders  duly called and held in  accordance
with law and this Certificate of Incorporation.

                  5. The affirmative vote of two-thirds (2/3) of the outstanding
stock entitled to vote in elections of directors (considered for this purpose as
one  class)  shall be  required  for any  merger or  consolidation  to which the
Corporation is a party or any sale or other  disposition  by the  Corporation of
all or substantially all of its assets.

                  6. The Board of  Directors  shall  consist  of such  number of
persons fixed from time to time by the Board of Directors pursuant to resolution
adopted  by a majority  of  directors  then in office.  Subject to the rights of
holders of any series of preferred  stock, any vacancy in the Board of Directors
caused by death, resignation, removal, retirement, disqualification or any other
cause (including an increase in the number of directors) may be filled solely by
resolution  adopted by the affirmative  vote of a majority of the directors then
in office,  whether or not such majority constitutes less than a quorum, or by a
sole  remaining  director.  Any new  directors  elected to fill a vacancy on the
Board of  Directors  will  serve  for the  remainder  of the  full  term of that
director  for which the vacancy  occurred.  No decrease in the size of the Board
shall have effect of shortening the term of any incumbent director.

                  7.       Subject to the rights of holders of a class or series
of preferred stock to elect directors or to remove directors so elected,  a duly
elected  director of the Corporation may be removed from such position,  with or
without cause,  only by the  affirmative  vote of the holders of at least eighty
(80) percent in voting power of the outstanding capital stock of the Corporation
entitled  to vote in the  election of  directors,  voting as a single  class. A

                                       19
<PAGE>

special meeting of stockholders  may be called by holders of shares  outstanding
entitled to exercise a majority of the voting  power of the  Corporation  in the
election  of  directors,  solely  for the  purpose of  removing  a  director  or
directors.  A meeting  called by  stockholders  for the removal of a director or
directors shall be called upon the request in writing to the Chairman, President
or Secretary,  sent by registered mail or delivered to the officer in person, by
a holder or holders of shares outstanding entitled to exercise a majority of the
voting  power of the  Corporation  in the  election of  directors.  Such officer
forthwith  shall cause notice to be given to the  stockholders  entitled to vote
that a meeting will be held at a time,  fixed by such officer,  not less than 30
and not more than 60 days after the receipt of the request. If the notice is not
given with 20 days after the date of delivery,  or the date of the  mailing,  of
the  request,  the person or persons  calling  the  meeting  may fix the time of
meeting and give the notice in the manner provided herein.

Nothing  contained in this subdivision 7 shall be construed as limiting,  fixing
or affecting the time or date when a special meeting of the stockholders  called
by action of the Chairman, the President or the Board of Directors may be held.

                  NINTH: No contract or transaction  between the corporation and
one or more of its  directors or officers,  or between the  corporation  and any
other corporation,  partnership, association, or other organization in which one
or more of its  directors  or officers  are  directors  or  officers,  or have a
financial interest,  shall be void or voidable solely for this reason, or solely
because the director or officer is present at or  participates in the meeting of
the Board of Directors or a committee  thereof which  authorizes the contract or
transaction,  or solely because his or their votes are counted for such purpose,
if:

                            (1)  The material facts as to his interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the  committee,  and the Board or  Committee  in good  faith  authorizes  the
contract or transaction by a vote sufficient for such purpose  without  counting
the vote of the interested director or directors; or

                            (2)  The material facts as to his interest and as to
the  contract or  transaction  are  disclosed  or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by vote of the stockholders; or

                            (3)  The contract or transaction is fair as to the
corporation as of the time it is authorized,  approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders.

                                       20
<PAGE>

                            (4)  Common or interested directors may be counted
in  determining  the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

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

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

                                       21
<PAGE>

                  (c) To the extent that a director,  officer, employee or agent
of the  corporation has been successful on the merits or otherwise in defense of
any action,  suit or  proceeding  referred to in  paragraphs  (a) and (b), or in
defense of any claim, issue or matter therein,  he shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                  (d) Any  indemnification  under paragraphs (a) and (b) (unless
ordered by a court) shall be made by the  corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of  conduct  set  forth in  paragraphs  (a) and (b).  Such
determination  shall be made (1) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (2) if such a quorum is not obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

                  (e) Expenses incurred in defending a civil or criminal action,
suit or  proceeding  may be paid by the  corporation  in  advance  of the  final
disposition  of such action,  suit or  proceeding  as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the  director,  officer,  employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation as authorized in this Article.

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

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


                                     22
<PAGE>


                  ELEVENTH:  From  time to time  any of the  provisions  of this
certificate  of  incorporation  may be amended,  altered or repealed,  and other
provisions  authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time  prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation  are granted subject to the provisions of this
Article ELEVENTH.

                  TWELFTH: In addition to any other vote that may be required by
statute,  Stock Exchange  regulations,  this certificate of incorporation or any
amendment hereof, or the by-laws of the corporation,  the vote of the holders of
two-thirds  of all  classes  of stock  of the  Corporation  entitled  to vote in
elections  of  directors  (considered  for this  purpose as one class)  shall be
required to amend, alter, change or repeal Article EIGHTH, Subdivision 5 or this
Article TWELFTH of this certificate of incorporation.

                  THIRTEENTH:  The following provisions shall apply in addition
to  any  other   affirmative  vote  required  by  law  or  this  certificate  of
incorporation:

                                    SECTION 1

                          CERTAIN BUSINESS COMBINATIONS

                  The  affirmative   vote  of  the  holders  of  not  less  than
four-fifths of the outstanding  shares of Voting Stock (as hereinafter  defined)
held by stockholders  other than the Acquiring  Person (as hereinafter  defined)
with  which  or by or on  whose  behalf,  directly  or  indirectly,  a  Business
Combination  (as  hereinafter  defined) is proposed,  voting as a single  class,
shall  be  required  for  the  approval  or   authorization   of  such  Business
Combination.  Notwithstanding the foregoing,  the four-fifths voting requirement
shall  not be  applicable  if  such  Business  Combination  is  approved  by the
Corporation's  Board of Directors prior to the Acquiring Person becoming such or
if  the  cash  or  fair  market  value  of the  property,  securities  or  other
consideration  to be  received  per share by  holders of shares of each class of
Voting Stock in such Business Combination as of the date of consummation thereof
is an amount not less than the higher of (a) the  Highest Per Share Price or the
Highest  Equivalent Price (as these terms are hereinafter  defined) paid by such
Acquiring  Person in acquiring any of its holdings of Voting Stock,  and (b) the
Fair  Market  Price (as  hereinafter  defined)  of such  class of  Voting  Stock
determined  on the date the proposal  for such  Business  Combination  was first
publicly announced,  and such consideration shall be in the same form and of the
same kind as the  consideration  paid by such Acquiring  Person in acquiring the
shares of Voting Stock already  acquired by it. If the Acquiring Person had paid
for shares of Voting  Stock with  varying  forms of  consideration,  the form of
consideration  to be received  by the holders of Voting  Stock shall be the form
used to acquire the largest  number of shares of Voting  Stock  acquired by such
Acquiring Person.

                                       23
<PAGE>

                                   SECTION II

                                   DEFINITIONS

                  For purposes of this Article THIRTEENTH:

                  1. Business Combination. The term "Business Combination" shall
mean (a) any merger or  consolidation  of the Corporation or a subsidiary of the
Corporation with or into an Acquiring  Person,  (b) any sale,  lease,  exchange,
transfer or other disposition,  including, without limitation, a mortgage or any
other  security   device,   in  a  single   transaction  or  related  series  of
transactions,  of all or any Substantial  Part (as  hereinafter  defined) of the
assets  either of the  Corporation  (including  without  limitation  any  voting
securities  of a  subsidiary)  or  of a  subsidiary  of  the  Corporation  to an
Acquiring Person, (c) any merger or consolidation of an Acquiring Person with or
into the Corporation or a subsidiary of the  Corporation,  (d) any sale,  lease,
exchange, transfer or other disposition, including without limitation a mortgage
or  other  security  device,  in a  single  transaction  or  related  series  of
transactions,  of all or any  Substantial  Part of the  assets  of an  Acquiring
Person to the Corporation or a subsidiary of the  Corporation,  (e) the issuance
of any securities of the  Corporation  or a subsidiary of the  Corporation to an
Acquiring Person, (f) any  recapitalization,  merger or consolidation that would
have the effect of increasing the voting power of an Acquiring  Person,  (g) the
adoption of any plan or  proposal  for the  liquidation  or  dissolution  of the
Corporation  proposed,  directly or indirectly,  by or on behalf of an Acquiring
Person,  (h) any merger or consolidation of the Corporation with a subsidiary of
the  Corporation  proposed by or on behalf of an  Acquiring  Person,  unless the
surviving or  consolidated  corporation,  as the case may be, has a provision in
its  certificate  of  incorporation  substantially  identical  to  this  Article
THIRTEENTH,  (i) any agreement,  contract or other arrangement providing for any
of the transactions  described in this definition of Business  Combination,  and
(j) any other  transaction  with an Acquiring Person which requires the approval
of the  stockholders  of the  Corporation  under the General  Corporation Law of
Delaware.  A person who is an Acquiring Person as of (x) the time any definitive
agreement  relating to a Business  Combination  is entered into,  (y) the record
date for the determination of stockholders  entitled to notice of and to vote on
a  Business  Combination,  or (z)  immediately  prior to the  consummation  of a
Business  Combination,  shall be deemed an Acquiring Person for purposes of this
Definition.

                  2. Acquiring  Person.  The term "Acquiring  Person" shall mean
and  include  any  individual,   corporation   (other  than  the   Corporation),
partnership  or other person or entity which,  together with its  Affiliates and
Associates (as defined in Rule 12b-2 of the General Rules and Regulations  under
the  Securities  Exchange  Act of  1934  as in  effect  at  December  16,  1983,
collectively,  and as so in  effect,  the  "Exchange  Act"),  and with any other
individual,  corporation  (other  than the  Corporation),  partnership  or other
person or entity with which it or they have any agreement,

                                       24

<PAGE>

arrangement  or  understanding  with respect to  acquiring,  holding,  voting or
disposing of Voting  Stock,  Beneficially  Owns (as defined in Rule 13d-3 of the
Exchange Act) in the aggregate 5% or more of the outstanding Voting Stock of the
Corporation.  A person or entity,  its  Affiliates  and  Associates and all such
other persons or entities with whom they have any such agreement, arrangement or
understanding  shall be deemed a single  Acquiring  Person for  purposes of this
Article THIRTEENTH.  For purposes of this Article,  the Board of Directors shall
have the power to determine,  on the basis of information known to the Board, if
and  when  there  is an  Acquiring  Person.  Any  such  determination  shall  be
conclusive and binding for all purposes of this Article.

                  3. Substantial Part. The term "Substantial Part" shall mean an
amount equal to more than 10% of the fair market value of the total consolidated
assets of the Corporation and its subsidiaries taken as a whole as of the end of
its most recent fiscal year ended prior to the time the  determination  is being
made.

                  4. Rights to Acquire. Without limitation,  any share of Voting
Stock of the Corporation  that any Acquiring  Person has the right to acquire at
any time  (notwithstanding that Rule 13d-3 of the Exchange Act deems such shares
to be  beneficially  owned only if such right may be  exercised  within 60 days)
pursuant to any agreement,  or upon exercise of conversion  rights,  warrants or
options, or otherwise, shall be deemed to be Beneficially Owned by the Acquiring
Person and to be outstanding for purposes of Paragraph 2 of this Section II.

                  5. Other  Consideration  to be  Received.  For the purposes of
Section  I of this  Article  THIRTEENTH,  the term  "other  consideration  to be
received" shall include,  without limitation,  Common Stock,  Preferred Stock or
other capital of the  Corporation  retained by its existing  stockholders  other
than the  Acquiring  Person  with which or by or on whose  behalf,  directly  or
indirectly,  a Business  Combination  has been proposed or other parties to such
Business  Combination  in the  event of a  Business  Combination  in  which  the
Corporation is the surviving corporation.

                  6. Voting Stock. The term "Voting Stock" shall mean all of the
outstanding  shares of  capital  stock of the  Corporation  entitled  to vote in
elections of  directors  (considered  for this  purpose as one class),  and each
reference  to a  percentage  of  shares  of  Voting  Stock  shall  refer to such
percentage of the votes entitled to be cast by such shares.

                  7. Time of Acquisition. An Acquiring Person shall be deemed to
have  acquired  shares of the Voting Stock of the  Corporation  at the time when
such Acquiring Person became the Beneficial Owner thereof.  The price paid by an
Acquiring  Person  for such  shares  held by a person  or  entity at the time it
became part of such Acquiring Person shall be deemed to be the higher of

                                       25
<PAGE>

(a) the price paid upon the acquisition thereof by such person or entity and (b)
the  market  price of the  shares in  question  at the time when such  person or
entity became part of such Acquiring Person.

                  8.  Highest Per Share Price;  Highest  Equivalent  Price.  The
terms "Highest Per Share Price" and "Highest  Equivalent  Price" as used in this
Article  THIRTEENTH  shall  mean the  following:  If there is only one  class of
capital stock of the Corporation  issued and outstanding,  the Highest Per Share
Price shall mean the highest per share price that can be determined to have been
paid at any time by the  Acquiring  Person by or on whose  behalf,  directly  or
indirectly,  the Business  Combination has been proposed for any share or shares
of that class of capital stock. If there is more than one class of capital stock
of the Corporation  issued and outstanding,  the Highest  Equivalent Price shall
mean, with respect to each class and series of capital stock of the Corporation,
the  highest  per  share  price  equivalent  of the  highest  price  that can be
determined to have been paid at any time by such Acquiring  Person for any share
or  shares  of any  class or series  of  capital  stock of the  Corporation.  In
determining  the  Highest  Per Share Price and  Highest  Equivalent  Price,  all
purchases by an  Acquiring  Person  shall be taken into  account  regardless  of
whether the shares were purchased before or after the Acquiring Person became an
Acquiring Person.  Also, the Highest Per Share Price and the Highest  Equivalent
Price shall include any brokerage  commissions,  transfer  taxes and  soliciting
dealers' fees paid by the Acquiring Person with respect to the shares of capital
stock of the Corporation acquired by the Acquiring Person. The Highest Per Share
Price and the Highest  Equivalent Price shall be appropriately  adjusted to take
into account stock dividends, subdivisions, combinations and reclassifications.

                  9. Fair Market Price.  The term "Fair Market Price" shall mean
for any class of Voting  Stock the highest  closing sale price during the 30-day
period  immediately  preceding  the date in question of a share of such class of
Voting Stock on the Composite  Tape for New York Stock  Exchange-listed  stocks,
or, if such class of Voting Stock is not quoted on the  Composite  Tape,  on the
New York Stock Exchange, or, if such class of Voting Stock is not listed on such
Exchange,  on the principal United States securities  exchange  registered under
the  Securities  Exchange  Act of 1934 on which  such  class of Voting  Stock is
listed,  or, if such class of Voting  Stock is not listed on any such  exchange,
the  highest  closing  bid  quotation  with  respect to a share of such class of
Voting  Stock  during the 30-day  period  preceding  the date in question on the
National Association of Securities Dealers,  Inc. Automated Quotations System or
any system then in use, or if no such quotations are available,  the fair market
value on the date in question of a share of such stock.


                                       26

<PAGE>

                                   SECTION III

                                    AMENDMENT

                  The provisions set forth in this Article THIRTEENTH may not be
amended,  altered,  changed or  repealed  in any  respect  unless such action is
approved by the affirmative  vote of the holders of not less than four-fifths of
the  outstanding  shares of Voting Stock of the  Corporation at a meeting of the
stockholders  duly called for the  consideration of such amendment,  alteration,
change or repeal,  provided,  however,  that if such  action has been  proposed,
directly  or  indirectly,  on behalf  of an  Acquiring  Person,  it must also be
approved by the affirmative  vote of the holders of not less than four-fifths of
the outstanding  shares of Voting Stock held by the stockholders other than such
Acquiring Person.

                                   SECTION IV

                                  NON-EXCLUSIVE

                  The  provisions  set forth in this Article  THIRTEENTH  are in
addition to the  provisions set forth in Article  EIGHTH,  subdivision 5 of this
certificate of incorporation.

                  FOURTEENTH: In addition to any other vote that may be required
by statute, stock exchange regulations, this Certificate of Incorporation or any
amendment hereof, the vote of the holders of four-fifths of all classes of stock
of the  Corporation  entitled to vote in elections of directors  (considered for
this purpose as one class) shall be required to amend,  alter,  change or repeal
Article  EIGHTH,  subdivisions  one,  two,  four,  six and seven or this Article
FOURTEENTH of this Certificate of Incorporation.

                  FIFTEENTH:  No  director  shall be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director, provided that the foregoing shall not eliminate or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omission not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section  174 of the  Delaware  General  Corporation  Law, or (iv) for any
transaction for which the director  derived an improper  personal  benefit.  The
foregoing  shall not  eliminate or limit the liability of a director for any act
or omission occurring prior to the date this Article becomes effective.

                                       27
<PAGE>

Signed and attested to on

                  August ____, 1999
                                            -----------------------------
                                             Charles P. Johnson
                                             Chairman of the Board

Attest:



------------------------------
Howard S. Modlin, Secretary