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                                                                    Exhibit 3(a)

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                    BESTFOODS

    Bestfoods (hereinafter called the 'Corporation') was originally incorporated
in the State of Delaware under the name 'Corn Products Company,' and its
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on February 17, 1959. This Restated Certificate of
Incorporation was duly adopted by the Board of Directors effective as of January
20, 1998 in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware without a vote of the stockholders. It
only restates and integrates and does not further amend the provisions of the
Certificate of Incorporation as heretofore amended or supplemented, and there is
no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.

    FIRST : The name of the Corporation is Bestfoods.

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

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

    FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 925,000,000 shares, consisting of

        (a) 25,000,000 shares of Preferred Stock, par value $1.00 per share,
    and

        (b) 900,000,000 shares of Common Stock, par value $.25 per share.

    Except as otherwise provided by law, the shares of stock of the
Corporation, regardless of class, may be issued by the Corporation from time
to time in such amounts, for such consideration and for such corporate
purposes as the Board of Directors may from time to time determine.

    Shares of Preferred Stock may be issued from time to time in one or more
series of any number of shares as may be determined from time to time by the
Board of Directors, provided that the aggregate number of shares issued and
not cancelled of any and all such series shall not exceed the total number of
shares of Preferred Stock authorized by this Certificate of Incorporation.
Each series of Preferred Stock shall be distinctly designated. Except in
respect of the particulars fixed for series by the Board of Directors as
permitted hereby, all shares of Preferred Stock shall be of equal rank and
shall be identical. All shares of any one series of Preferred Stock shall be
alike in every particular, except that shares of any one series issued at
different times may differ as to the dates from which dividends thereon shall
be cumulative. The voting powers, if any, of each such series and the
preferences and relative, participating, optional and other special rights of
each such series and the qualifications, limitations and restrictions thereof,
if any, may differ from those of any and all other series at any time
outstanding; and the Board of Directors is hereby expressly granted authority
to fix, in the resolution or resolutions providing for the issue of stock of a
particular series of Preferred Stock, the voting powers, if any, of each such
series and the designations, preferences and relative, participating, optional
and other special rights of each such series and the qualifications,
limitations and restrictions thereof to the full extent now or hereafter
permitted by this Certificate of Incorporation and the laws of the State of
Delaware.

    Subject to the provisions of any applicable law or of the By-laws with
respect to the closing of the transfer books or the fixing of a record date
for the determination of stockholders entitled to vote, and except as
otherwise provided by law or by the resolution or resolutions providing for
the issue of any series of Preferred Stock, the holders of outstanding shares
of Common Stock shall exclusively possess the voting power for the election of
directors and for all other purposes, each holder of record of shares of
Common Stock being entitled to one vote for each share of Common Stock
standing in his name on the books of the Corporation.
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                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

    SECTION 1. Designation and Amount. The shares of such series shall be
designated as 'Series A Junior Participating Preferred Stock' and the number
of shares constituting such series shall initially be 600,000, par value $1.00
per share, such number of shares to be subject to increase or decrease by
action of the Board of Directors as evidenced by a certificate of designation.

    SECTION 2. Dividends and Distributions.

    (A) Subject to the prior and superior rights of the holders of any shares
of any series of Preferred Stock ranking prior and superior to the shares of
Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash
on the last day of March, June, September and December in each year (each such
date being referred to herein as a 'Quarterly Dividend Payment Date'),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $110 or (b) subject to the provision for adjustment
hereinafter set forth, 200 times the aggregate per share amount of all cash
dividends, and 200 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, par
value $.25 per share, of the Corporation (the 'Common Stock') since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share
or fraction of a share of Series A Junior Participating Preferred Stock. In
the event the Corporation shall at any time after March 19, 1991 (the 'Rights
Declaration Date') (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each
such case the amount to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

    (B) The Corporation shall declare a dividend or distribution on the Series
A Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $110 per share
on the Series A Junior Participating Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

    (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Junior Participating Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends

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shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series A Junior Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.

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

        (A) Subject to the provision for adjustment hereinafter set forth,
    each share of Series A Junior Participating Preferred Stock shall entitle
    the holder thereof to 200 votes on all matters submitted to a vote of the
    stockholders of the Corporation. In the event the Corporation shall at any
    time after the Rights Declaration Date (i) declare any dividend on Common
    Stock payable in shares of Common Stock, (ii) subdivide the outstanding
    Common Stock, or (iii) combine the outstanding Common Stock into a smaller
    number of shares, then in each such case the number of votes per share to
    which holders of shares of Series A Junior Participating Preferred Stock
    were entitled immediately prior to such event shall be adjusted by
    multiplying such number by a fraction the numerator of which is the number
    of shares of Common Stock outstanding immediately after such event and the
    denominator of which is the number of shares of Common Stock that were
    outstanding immediately prior to such event.

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

        (C) (i) If at any time dividends on any Series A Junior Participating
    Preferred Stock shall be in arrears in an amount equal to six (6)
    quarterly dividends thereon, the occurrence of such contingency shall mark
    the beginning of a period (herein called a 'default period') which shall
    extend until such time when all accrued and unpaid dividends for all
    previous quarterly dividend periods and for the current quarterly dividend
    period on all shares of Series A Junior Participating Preferred Stock then
    outstanding shall have been declared and paid or set apart for payment.
    During each default period, all holders of Preferred Stock (including
    holders of the Series A Junior Participating Preferred Stock) with
    dividends in arrears in an amount equal to six (6) quarterly dividends
    thereon, voting as a class, irrespective of series, shall have the right
    to elect two (2) directors.

        (ii) During any default period, such voting right of the holders of
    Series A Junior Participating Preferred Stock may be exercised initially
    at a special meeting called pursuant to subparagraph (iii) of this Section
    3(C) or at any annual meeting of stockholders, and thereafter at annual
    meetings of stockholders, provided that neither such voting right nor the
    right of the holders of any other series of Preferred Stock, if any, to
    increase, in certain cases, the authorized number of directors shall be
    exercised unless the holders of ten percent in number of shares of
    Preferred Stock outstanding shall be present in person or by proxy. The
    absence of a quorum of the holders of Common Stock shall not affect the
    exercise by the holders of Preferred Stock of such voting right. At any
    meeting at which the holders of Preferred Stock shall exercise such voting
    right initially during an existing default period, they shall have the
    right, voting as a class, to elect directors to fill such vacancies, if
    any, in the Board of Directors as may then exist up to two (2) directors
    or, if such right is exercised at an annual meeting, to elect two (2)
    directors. If the number which may be so elected at any special meeting
    does not amount to the required number, the holders of the Preferred Stock
    shall have the right to make such increase in the number of directors as
    shall be necessary to permit the election by them of the required number.
    After the holders of the Preferred Stock shall have exercised their right
    to elect directors in any default period and during the continuance of
    such period, the number of directors shall not be increased or decreased
    except by vote of the holders of Preferred Stock as herein provided or
    pursuant to the rights of any equity securities ranking senior to or pari
    passu with the Series A Junior Participating Preferred Stock.

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        (iii) Unless the holders of Preferred Stock shall, during an existing
    default period, have previously exercised their right to elect directors,
    the Board of Directors may order, or any stockholder or stockholders
    owning in the aggregate not less than ten percent (10%) of the total
    number of shares of Preferred Stock outstanding, irrespective of series,
    may request, the calling of a special meeting of the holders of Preferred
    Stock, which meeting shall thereupon be called by the President, a
    Vice-President or the Secretary of the Corporation. Notice of such meeting
    and of any annual meeting at which holders of Preferred Stock are entitled
    to vote pursuant to this paragraph (C) (iii) shall be given to each holder
    of record of Preferred Stock by mailing a copy of such notice to him at
    his last address as the same appears on the books of the Corporation. Such
    meeting shall be called for a time not earlier than 20 days and not later
    than 60 days after such order or request or in default of the calling of
    such meeting within 60 days after such order or request, such meeting may
    be called on similar notice by any stockholder or stockholders owning in
    the aggregate not less than ten percent (10%) of the total number of
    shares of Preferred Stock outstanding. Notwithstanding the provisions of
    this paragraph (C) (iii), no such special meeting shall be called during
    the period within 60 days immediately preceding the date fixed for the
    next annual meeting of the stockholders.

        (iv) In any default period, the holders of Common Stock, and other
    classes of stock of the Corporation if applicable, shall continue to be
    entitled to elect the whole number of directors until the holders of
    Preferred Stock shall have exercised their right to elect two (2)
    directors voting as a class, after the exercise of which right (x) the
    directors so elected by the holders of Preferred Stock shall continue in
    office until their successors shall have been elected by such holders or
    until the expiration of the default period, and (y) any vacancy in the
    Board of Directors may (except as provided in paragraph (C) (ii) of this
    Section 3) be filled by vote of a majority of the remaining directors
    theretofore elected by the holders of the class of stock which elected the
    director whose office shall have become vacant. References in this
    paragraph (C) to directors elected by the holders of a particular class of
    stock shall include directors elected by such directors to fill vacancies
    as provided in clause (y) of the foregoing sentence.

        (v) Immediately upon the expiration of a default period, (x) the right
    of the holders of Preferred Stock as a class to elect directors shall
    cease, (y) the term of any directors elected by the holders of Preferred
    Stock as a class shall terminate, and (z) the number of directors shall be
    such number as may be provided for in the Certificate of Incorporation or
    By-laws irrespective of any increase made pursuant to the provisions of
    paragraph (C) (ii) of this Section 3 (such number being subject, however,
    to change thereafter in any manner provided by law or in the Certificate
    of Incorporation or By-laws). Any vacancies in the Board of Directors
    effected by the provisions of clauses (y) and (z) in the preceding
    sentence may be filled by a majority of the remaining directors.

        (D) Except as set forth herein, holders of Series A Junior
    Participating Preferred Stock shall have no special voting rights and
    their consent shall not be required (except to the extent they are
    entitled to vote with holders of Common Stock as set forth herein) for
    taking any corporate action.

    SECTION 4. Certain Restrictions.

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

    (i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock;

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

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

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

    (B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

    SECTION 5. Reacquired Shares.

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

    SECTION 6. Liquidation, Dissolution or Winding Up.

    (A) Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be made to the holders of shares
of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $50 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the 'Series A
Liquidation Preference'). Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made to
the holders of shares of Series A Junior Participating Preferred Stock unless,
prior thereto, the holders of shares of Common Stock shall have received an
amount per share (the 'Common Adjustment') equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) 200 (as appropriately
adjusted as set forth in subparagraph (C) below to reflect such events as
stock splits, stock dividends and recapitalizations with respect to the Common
Stock) (such number in clause (ii), the 'Adjustment Number'). Following the
payment of the full amount of the Series A Liquidation Preference and the
Common Adjustment in respect of all outstanding shares of Series A Junior
Participating Preferred Stock and Common Stock, respectively, holders of
Series A Junior Participating Preferred Stock and holders of shares of Common
Stock shall receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number to 1 with
respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

    (B) In the event, however, that there are not sufficient assets available
to permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Series A Junior Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences. In
the event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

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    (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each
such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

    SECTION 7. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares
of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 200 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A Junior
Participating Preferred Stock shall be adjusted by multiplying such amount by
a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

    SECTION 8. No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

    SECTION 9. Ranking. The Series A Junior Participating Preferred Stock
shall rank junior to all other series of the Corporation's Preferred Stock as
to the payment of dividends and the distribution of assets, unless the terms
of any such series shall provide otherwise.

    SECTION 10. Amendment. The Restated Certificate of Incorporation of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Junior Participating Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of two-thirds (2/3) or more of the
outstanding shares of Series A Junior Participating Preferred Stock, voting
separately as a class.

    SECTION 11. Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.

                    SERIES B ESOP CONVERTIBLE PREFERRED STOCK

    SECTION 1. Designation and Amount; Special Purpose Restricted-Transfer
Issue.

    (A) The shares of such series shall be designated as 'Series B ESOP
Convertible Preferred Stock' ('Series B Preferred Stock') and the number of
shares constituting such series initially shall be 3,000,000, such number of
shares to be subject to increase or decrease by the Board of Directors as
evidenced by a certificate of designations; provided, however, that no
decrease shall reduce the number of shares of Series B Preferred Stock to a
number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights
or warrants issued by, or upon the conversion of any outstanding securities
convertible into Series B Preferred Stock issued by, the Corporation.

    (B) Shares of Series B Preferred Stock shall be issued only to Fidelity
Management Trust Company or its successors as trustee, or their respective
nominees (the 'Trustee'), of the employee stock ownership plan (together with
any successor plan, the 'Plan') portion of the CPC International Inc.
Savings/Retirement Plan for Salaried Employees. All references to the holder
of shares of Series B Preferred Stock shall mean the Trustee. In the event of
any transfer of shares of Series B Preferred

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Stock to any person or entity other than the Corporation or a Trustee, the
shares of Series B Preferred Stock so transferred, upon such transfer and
without any further action by the Corporation, the holder thereof or the
transferee thereof, shall be automatically converted into shares of Common
Stock pursuant to paragraph 5(H) hereof and no such transferee shall have any
of the voting powers, preferences and relative, optional or special rights
ascribed to shares of Series B Preferred Stock hereunder but, rather, only the
powers and rights pertaining to the Common Stock into which such shares of
Series B Preferred Stock shall be so converted. In the event of such a
conversion, the transferee of the shares of Series B Preferred Stock shall be
treated for all purposes as the record holder of the shares of Common Stock
into which such shares of Series B Preferred Stock have been automatically
converted as of the date of such transfer. Notwithstanding the foregoing, the
pledge of Series B Preferred Stock as collateral by or pursuant to any credit
agreement, indenture or other document or instrument shall not constitute a
transfer for purposes of this paragraph 1(B), but the foreclosure or other
realization upon such pledged shares shall constitute a transfer. Certificates
representing shares of Series B Preferred Stock shall bear a legend to reflect
the foregoing provisions. Notwithstanding the foregoing provisions of this
paragraph 1(B), shares of Series B Preferred Stock (i) may be converted into
shares of Common Stock as provided by Section 5 hereof and the shares of
Common Stock issued upon such conversion may be transferred by the holder
thereof as permitted by law and (ii) shall be redeemable by the Corporation
upon the terms and conditions provided by Sections 6, 7 and 8 hereof.

    SECTION 2. Dividends and Distributions.

    (A) Subject to the provisions for adjustment hereinafter set forth, the
holders of shares of Series B Preferred Stock, in preference to any shares of
any stock ranking as to dividends, or as to distributions in the event of a
liquidation in whole, dissolution or winding-up of the Corporation, junior to
the Series B Preferred Stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available therefor,
cash dividends ('Preferred Dividends') in an amount per share equal to $7.14
per share per annum, and no more, payable semi-annually in arrears, one-half
on the 15th day of June and one-half on the 15th day of December of each year
(each a 'Dividend Payment Date') commencing on June 15, 1998, to the holders
of record at the start of business on such Dividend Payment Date. In the event
that any Dividend Payment Date shall fall on any day other than a Business Day
(as defined in paragraph 9(F) hereof), the dividend payment due on such
Dividend Payment Date shall be payable on the Business Day immediately
preceding such Dividend Payment Date. Preferred Dividends shall begin to
accrue on outstanding shares of Series B Preferred Stock from and including
December 15, 1997 or, if later, the date of issuance thereof. Preferred
Dividends shall accrue on a daily basis whether or not the Corporation shall
have earnings or surplus at the time, but Preferred Dividends accrued after
issuance on the shares of Series B Preferred Stock for any period less than a
full semi-annual period between Dividend Payment Dates shall be computed on
the basis of a 360-day year of 30-day months. Accrued but unpaid Preferred
Dividends shall cumulate as of the Dividend Payment Date on which they first
become payable, but no interest shall accrue on accumulated but unpaid
Preferred Dividends.

    (B) So long as any shares of Series B Preferred Stock shall be
outstanding, no dividend shall be, directly or indirectly, declared or paid or
set apart for payment on any other series of stock ranking on a parity with
the Series B Preferred Stock as to dividends, unless there shall also be or
have been declared and paid or set apart for payment on the Series B Preferred
Stock, dividends for all dividend payment periods of the Series B Preferred
Stock ending on or before the dividend payment date of such parity stock,
ratably in proportion to the respective amounts of dividends accumulated and
unpaid or payable through such dividend payment period on the Series B
Preferred Stock and accumulated and unpaid or payable on such parity stock
through the dividend payment period on such parity stock next preceding such
dividend payment date, and the Corporation shall have redeemed (i) all of the
shares of Series B Preferred Stock that it is required to redeem pursuant to
Section 7 hereof if the mandatory obligation to redeem shares of Series B
Preferred Stock set forth therein is applicable and (ii) all of the shares of
Series B Preferred Stock for which a notice of redemption has been sent
pursuant to paragraph 6(B) hereof, if any. In the event that full cumulative
dividends on the Series B Preferred Stock have not been declared and paid or
set apart for payment when due or the Corporation shall fail to discharge its
obligation to redeem shares of Series B Preferred Stock pursuant to Section 6
hereof once notice of

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redemption has been sent or pursuant to Section 7 hereof once the mandatory
obligation to redeem shares of Series B Preferred Stock set forth therein is
applicable, the Corporation shall not, directly or indirectly, declare or pay
or set apart for payment any dividends or make any other distributions on, or
make any payment on account of the purchase, redemption or other retirement of
any other class of stock or series thereof of the Corporation ranking, as to
dividends or as to distributions in the event of a liquidation in whole,
dissolution or winding-up of the Corporation, junior to the Series B Preferred
Stock until full cumulative dividends on the Series B Preferred Stock shall
have been paid in full or declared and set apart for payment in full and any
such obligation shall have been discharged; provided, however, that the
foregoing shall not apply to (i) any dividend payable solely in any shares of
any stock ranking, as to dividends and as to distributions in the event of a
liquidation in whole, dissolution or winding-up of the Corporation, junior to
the Series B Preferred Stock, (ii) the acquisition of shares of any stock
ranking, as to dividends or as to distributions in the event of a liquidation
in whole, dissolution or winding-up of the Corporation, junior to the Series B
Preferred Stock either (A) pursuant to any employee or director incentive or
benefit plan or arrangement (including any employment, severance or consulting
agreement) of the Corporation or any subsidiary of the Corporation heretofore
or hereafter adopted or (B) in exchange solely for shares of any other stock
ranking, as to dividends and as to distributions in the event of a liquidation
in whole, dissolution or winding-up of the Corporation, junior to the Series B
Preferred Stock or (iii) any payment made in respect of the purchase or
redemption of the Rights, as defined in paragraph 5(G) hereof, or any rights
similar thereto.

    SECTION 3. Voting Rights.

    (A) The holders of Series B Preferred Stock shall be entitled to vote on
all matters submitted to a vote of the holders of Common Stock of the
Corporation, voting together with the holders of Common Stock (and the holders
of any other class or series of stock which may similarly be entitled to vote
with shares of Common Stock) as one class. The holder of each share of Series
B Preferred Stock shall be entitled to a number of votes equal to the number
of shares of Common Stock into which such share of Series B Preferred Stock
could be converted on the record date for determining the stockholders
entitled to vote, rounded to the nearest one-tenth of a vote; it being
understood that whenever the 'Conversion Price' (as defined in Section 5
hereof) is adjusted as provided in Section 9 hereof, the voting rights of the
Series B Preferred Stock shall also be similarly adjusted.

    (B) Except as otherwise required by law or set forth herein, the holders
of Series B Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with the holders of Common Stock and the holders of any other class or series
of stock which may similarly be entitled to vote with the shares of Common
Stock as set forth herein) for the taking of any corporate action.

    (C) The Restated Certificate of Incorporation of the Corporation
(including this Certificate of Designations) shall not be amended, altered or
repealed in any manner (including any amendment, alteration or repeal effected
by any merger or consolidation) which would adversely alter or change the
powers, preferences or special rights of the Series B Preferred Stock without
the affirmative vote or consent of the holders of a majority of the
outstanding shares of Series B Preferred Stock, voting separately as a series;
provided, that any increase in the authorized Preferred Stock or the creation
and issuance (whether or not authorized on or prior to the issuance of any
Series B Preferred Stock) of any other class or series of Preferred Stock
ranking senior to or on a parity with or junior to the Series B Preferred
Stock as to payment of dividends and upon liquidation in whole, dissolution or
winding-up of the Corporation or any increase or decrease in the number of
shares which constitute the Series B Preferred Stock (but not below the number
of shares thereof then outstanding) shall not be deemed to alter or change the
powers, preferences or special rights of the Series B Preferred Stock so as to
affect the holders thereof adversely within the meaning of the Delaware
General Corporation Law (the 'DGCL').

    SECTION 4. Liquidation, Dissolution or Winding-Up.

    (A) Upon any voluntary or involuntary liquidation in whole, dissolution or
winding-up of the Corporation, the holders of Series B Preferred Stock shall
be entitled to receive out of assets of the Corporation which remain after
satisfaction in full of all valid claims of creditors of the Corporation and
which are available for payment to stockholders, and subject to the rights of
the holders of any stock of

                                      8
<PAGE>   9
the Corporation ranking senior to or on a parity with the Series B Preferred
Stock in respect of distributions upon liquidation in whole, dissolution or
winding-up of the Corporation, before any amount shall be paid or distributed
among the holders of Common Stock or any other shares ranking junior to the
Series B Preferred Stock in respect of distributions upon liquidation in
whole, dissolution or winding-up of the Corporation, liquidating distributions
in the amount of $89.21 per share (the 'Liquidation Preference'), plus an
amount equal to all accumulated and unpaid dividends (including dividends
declared and set aside) and accrued dividends thereon to the date fixed for
distribution, and no more. If upon any liquidation in whole, dissolution or
winding-up of the Corporation, the amounts payable with respect to the Series
B Preferred Stock and any other stock ranking as to any such distribution on a
parity with the Series B Preferred Stock are not paid in full, the holders of
the Series B Preferred Stock and such other stock shall share ratably in any
distribution of assets in proportion to the full respective preferential
amounts to which they are entitled. After payment of the full amount to which
they are entitled as provided by the foregoing provisions of this paragraph
4(A), the holders of shares of Series B Preferred Stock shall not be entitled
as such to any further right or claim to any of the remaining assets of the
Corporation.

    (B) Neither the merger or consolidation of the Corporation with or into
any other corporation, nor the merger or consolidation of any other
corporation with or into the Corporation, nor the sale, lease, exchange or
other transfer of all or any portion of the assets of the Corporation, nor any
partial liquidation of the Corporation, shall be deemed to be a liquidation in
whole, dissolution or winding-up of the affairs of the Corporation for
purposes of this Section 4, but the holders of Series B Preferred Stock shall
nevertheless be entitled in the event of any such merger or consolidation to
the rights provided by Section 8 hereof.

    (C) Written notice of any voluntary or involuntary liquidation in whole,
dissolution or winding-up of the Corporation, stating the payment date or
dates when, and the place or places where, the amounts distributable to the
holders of Series B Preferred Stock in such circumstances shall be payable,
shall be given by first-class mail, postage prepaid, mailed not less than
thirty (30) calendar days prior to any payment date stated therein, or such
shorter period prior to such payment date as may be necessary under the
circumstances, to the holders of Series B Preferred Stock at the addresses
shown on the books of the Corporation or any transfer agent for the Series B
Preferred Stock.

    SECTION 5. Conversion into Common Stock.

    (A) A holder of shares of Series B Preferred Stock shall be entitled, at
any time prior to the close of business on the date fixed for redemption of
such shares pursuant to Section 6, 7 or 8 hereof, to cause any or all of such
shares to be converted into shares of Common Stock at a conversion rate equal
to the ratio of (i) the Liquidation Preference per share to (ii) an amount
which initially shall be $44.605 and which shall be adjusted as hereinafter
provided (and which amount, as it may be so adjusted from time to time, is
hereinafter sometimes referred to as the 'Conversion Price') (that is, a
conversion rate initially equivalent to two shares of Common Stock for each
share of Series B Preferred Stock so converted, which is subject to adjustment
as the Conversion Price may be adjusted as hereinafter provided).

    (B) Any holder of shares of Series B Preferred Stock desiring to convert
such shares into shares of Common Stock shall surrender the certificate or
certificates representing the shares of Series B Preferred Stock being
converted, duly assigned or endorsed for transfer to the Corporation (or
accompanied by duly executed stock powers relating thereto), at the principal
executive office of the Corporation or the offices of the transfer agent for
the Series B Preferred Stock or such office or offices in the continental
United States of an agent for conversion as may from time to time be
designated by notice to the holders of the Series B Preferred Stock by the
Corporation or the transfer agent for the Series B Preferred Stock,
accompanied by written notice of conversion, on any Business Day. Such notice
of conversion shall specify (i) the number of shares of Series B Preferred
Stock to be converted and the name or names in which such holder wishes the
certificate or certificates for Common Stock and for any shares of Series B
Preferred Stock not to be so converted to be issued (subject to compliance
with applicable legal requirements if any of said certificates are to be
issued in a name other than the name of the holder), and (ii) the address to
which such holder wishes delivery to be made of such new certificates to be
issued upon such conversion.

                                        9
<PAGE>   10
    (C) Upon surrender of a certificate representing a share or shares of
Series B Preferred Stock for conversion, the Corporation shall, as promptly as
practicable after such surrender, issue and send by hand delivery (with
receipt to be acknowledged) or by first-class mail, postage prepaid, to the
holder thereof or to such holder's designee, at the address designated by such
holder, a certificate or certificates for the number of shares of Common Stock
to which such holder shall be entitled upon conversion. In the event that
there shall have been surrendered a certificate or certificates representing
shares of Series B Preferred Stock, only part of which are to be converted,
the Corporation shall issue and deliver to such holder a new certificate or
certificates representing the number of shares of Series B Preferred Stock
which shall not have been converted.

    (D) The issuance by the Corporation of shares of Common Stock upon a
conversion of shares of Series B Preferred Stock into shares of Common Stock
(otherwise than pursuant to paragraph 1(B), 5(H) or 5(I) hereof) shall be
effective as of the close of business on the day of the surrender to the
Corporation of the certificate or certificates for the shares of Series B
Preferred Stock to be converted, duly assigned or endorsed for transfer to the
Corporation (or accompanied by duly executed stock powers relating thereto)
and accompanied by a written notice of conversion, as provided by this
Resolution. After the effective day of conversion, the shares of Series B
Preferred Stock so converted shall no longer be deemed to be outstanding for
any purpose, and the person or persons entitled to receive the Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock, but no allowance or
adjustment shall be made in respect of dividends payable to the holders of
Common Stock of record on any date prior to such effective date. Except as
otherwise expressly provided for herein, the Corporation shall not be
obligated to pay any accumulated and unpaid dividends and accrued dividends on
any shares of Series B Preferred Stock being converted pursuant to the
provisions hereof or any dividends which shall have been declared and shall be
payable to holders of shares of Series B Preferred Stock on a Dividend Payment
Date if such Dividend Payment Date for such dividend shall be on or subsequent
to the effective date of the conversion of such shares.

    (E) The Corporation shall not be obligated to deliver to the holders of
Series B Preferred Stock any fractional share or shares of Common Stock
issuable upon any conversion of such shares of Series B Preferred Stock, but
in lieu thereof may make a cash payment in an amount equal to such fraction
multiplied by the Current Market Price (as defined in paragraph 9(F) hereof)
per share of the Common Stock at the close of business on the effective date
of conversion of such shares. The Corporation shall pay all issue taxes, if
any, incurred in respect of the Common Stock on conversion of shares of Series
B Preferred Stock as set forth in paragraph 11(C) hereof.

    (F) The Corporation shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for issuance upon the
conversion of shares of Series B Preferred Stock as herein provided, free from
any preemptive rights, such number of shares of Common Stock as shall from
time to time be issuable upon the conversion of all the shares of Series B
Preferred Stock then outstanding and convertible pursuant to paragraph 5(A)
hereof. Nothing contained herein shall preclude the Corporation from
delivering shares of Common Stock held in its treasury upon the conversion of
shares of Series B Preferred Stock into Common Stock pursuant to the terms
hereof; provided, that such shares of Common Stock held in the Corporation's
treasury shall, at the effective time of such conversion, be free and clear of
all liens and similar encumbrances. The Corporation shall prepare and shall
use its best efforts to obtain and keep in force such governmental or
regulatory or listing (to the extent the Common Stock is then listed) permits
or other authorizations as may be required by law or the securities exchange
or exchanges on which the Common Stock is then listed, if any, and shall
comply with all requirements as to registration or qualification of the Common
Stock, in order to enable the Corporation lawfully to issue and deliver to
each holder of record of Series B Preferred Stock such number of shares of its
Common Stock as shall from time to time be sufficient to effect the conversion
of all shares of Series B Preferred Stock then outstanding and convertible
into shares of Common Stock. The Corporation shall also take any corporate or
other action which is reasonably necessary and permissible in order that the
Corporation deliver such number of legally and validly issued and fully paid
and nonassessable shares of Common Stock as may be required to effect said
conversion.

                                       10
<PAGE>   11
    (G) Prior to the Distribution Date (as defined in Section 3(a) of the
Rights Agreement (defined below)), if the Corporation issues shares of Common
Stock upon conversion of shares of Series B Preferred Stock as contemplated by
this Section 5, the Corporation shall issue together with each such share of
Common Stock one right (a 'Right,' and collectively the 'Rights') to purchase
Series A Junior Participating Preferred Stock of the Corporation (or other
securities in lieu thereof) pursuant to the Rights Agreement dated as of March
19, 1991 between the Corporation and First Chicago Trust Company of New York,
as Rights Agent, as such agreement may from time to time be amended (the
'Rights Agreement'), or any similar rights issued to the holders of Common
Stock of the Corporation in addition thereto or in replacement therefor. After
the Distribution Date and prior to the redemption or expiration of the Rights,
if the Corporation issues shares of Common Stock upon conversion of shares of
Series B Preferred Stock as contemplated by this Section 5, the Corporation
shall issue together with such shares of Common Stock the appropriate number
of Rights, or any similar rights, in connection therewith, in accordance with
Section 22, clause (a), of the Rights Agreement, or any similar successor
provision, subject to the provisos therein.

    (H) In the event that the Trustee ceases to be the holder of any share of
Series B Preferred Stock (except in the case of the redemption or repurchase
of shares by the Corporation), such share of Series B Preferred Stock will
automatically, without any act or deed on the part of the Corporation, the
Trustee or any other person, be converted into the number of shares of Common
Stock into which such share of Series B Preferred Stock would then be
convertible if it were voluntarily presented for conversion in accordance with
the other provisions of this Section 5 plus the right to receive an amount in
cash equal to all accumulated and unpaid dividends (including dividends
declared and set aside) and accrued dividends thereon through the date of such
automatic conversion. To the extent applicable, the other provisions of this
Section 5 shall govern any automatic conversion pursuant to this paragraph
5(H), subject to the following:

        (a) any share surrendered for transfer by the Trustee shall be deemed
    to have been surrendered for conversion by the transferee prior to the
    close of business on the day such share would otherwise be transferred
    into the transferee's name on the books of the Corporation;

        (b) no notice of conversion need be submitted by either the Trustee or
    its transferee in order to effect the automatic conversion provided for
    hereby; and

        (c) notwithstanding any provisions of paragraph 5(A) hereof, each
    share of Series B Preferred Stock is subject to automatic conversion
    pursuant to this paragraph 5(H) at any time prior to such share having
    been redeemed or otherwise purchased by the Corporation.

    (I) In the event that the Trustee shall certify that conversion of a share
of Series B Preferred Stock is necessary either (a) to provide for
distributions required to be made to participants under, or to satisfy an
investment election provided to participants in accordance with, the Plan or
(b) to make any payments of principal, interest or premium due and payable
(whether as scheduled, upon redemption, upon acceleration or otherwise) under
any indebtedness incurred by the holder for the benefit of the Plan, then such
share of Series B Preferred Stock will automatically, upon notice to the
Corporation given not less than five (5) Business Days prior to the date fixed
for conversion by the holder of such shares of Series B Preferred Stock in
such notice but without any further act or deed on the part of the
Corporation, the Trustee or any other person, be converted into the greater of
(i) the number of shares of Common Stock into which such share of Series B
Preferred Stock would then be convertible if it were voluntarily presented for
conversion in accordance with the other provisions of this Section 5 or (ii)
the number of shares of Common Stock that, when multiplied by the Fair Market
Value (as defined in paragraph 9(F) hereof) per share of Common Stock on the
date of such automatic conversion, equals the Liquidation Preference per share
plus, in each case, the right to receive an amount of cash equal to all
accumulated and unpaid dividends (including dividends declared and set aside)
and accrued dividends thereon through the date of such automatic conversion;
provided that the automatic conversion provided for in this paragraph 5(I)
shall take effect only when and to the extent necessary for the satisfaction
of either of the conditions set forth in clauses (a) and (b) of this paragraph
5(I); and provided, further, that, upon conversion of a share of Series B
Preferred Stock in satisfaction of the condition described in clause (b) of
this paragraph 5(I), the Corporation may, in lieu of such conversion, make
payment to the Trustee in cash in an amount equal to the Fair Market Value (as
defined in

                                       11
<PAGE>   12
paragraph 9(F) hereof) of the shares of Common Stock into which such share of
Series B Preferred Stock would be convertible pursuant to this paragraph 5(I).

    SECTION 6. Redemption At the Option of the Corporation.

    (A) The Series B Preferred Stock shall be redeemable, in whole or in part,
at the option of the Corporation at any time after the date of issuance, if
permitted by paragraph 6(C) or 6(E) hereof, at the following redemption prices
per share (or, if pursuant to paragraph 6(C) or 6(E) hereof, at the redemption
price per share set forth therein):

                                                                    Redemption
                                                                     Price Per
      During the Twelve-Month Period Beginning December 15,            Share
-----------------------------------------------------------------  -------------

1997.............................................................        90.64
1998.............................................................        89.92

and thereafter at the Liquidation Preference per share, plus, in each case, an
amount equal to all accumulated and unpaid dividends (including dividends
declared and set aside) and accrued dividends thereon to the date fixed for
redemption. Payment of the redemption price shall be made by the Corporation
in cash or shares of Common Stock, or a combination thereof, as permitted by
paragraph 6(F) hereof. From and after the close of business on the date fixed
for redemption, unless the Corporation shall have defaulted in the payment or
setting aside in trust of moneys and/or shares of Common Stock at the time and
place specified for the payment of the full redemption price (as set forth in
this Section 6) pursuant to the redemption notice described in paragraph 6(B)
hereof, all dividends on shares of Series B Preferred Stock called for
redemption will cease to accrue, such shares will no longer be deemed to be
outstanding and will no longer be convertible and all rights in respect of
such shares of the Corporation shall cease, except the rights to receive such
full redemption price. If less than all of the outstanding shares of Series B
Preferred Stock are to be redeemed, the Corporation shall either redeem a
portion of the shares of each holder determined pro rata based on the number
of shares held by each holder or shall select the shares to be redeemed by
lot, as may be determined by the Board of Directors of the Corporation.

    (B) Unless otherwise required by law, notice of any redemption effected
pursuant to this Section 6 shall be sent to the holders of Series B Preferred
Stock at the address shown on the books of the Corporation or any transfer
agent for the Series B Preferred Stock by first-class mail, postage prepaid,
mailed not less than thirty (30) calendar days nor more than sixty (60)
calendar days prior to the redemption date. Each such notice shall state: (i)
the paragraph or clause within a paragraph of this Resolution pursuant to
which the redemption is being effected, (ii) the redemption date; (iii) the
total number of shares of the Series B Preferred Stock to be redeemed and, if
fewer than all the shares held by such holder are to be redeemed, the number
of such shares to be redeemed from such holder; (iv) the redemption price; (v)
the place or places where certificates for such shares are to be surrendered
for payment of the redemption price; (vi) that dividends on the shares to be
redeemed will cease to accrue from and after the close of business on such
redemption date; and (vii) the conversion rights of the shares to be redeemed,
the period within which conversion rights may be exercised, and the Conversion
Price and number of shares of Common Stock issuable upon conversion of a share
of Series B Preferred Stock at the time. Upon surrender of the certificate for
any shares so called for redemption and not previously converted (properly
endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such shares shall
be redeemed by the Corporation at the date fixed for redemption and at the
redemption price set forth in this Section 6.

    (C) In the event (i) of a change (whether or not then effective) in the
federal tax law of the United States of America which has or would have the
effect of precluding the Corporation from claiming any of the tax deductions
for dividends paid or payable on the Series B Preferred Stock when such
dividends are used as provided under Section 404(k)(2)(C) of the Internal
Revenue Code of 1986, as amended and in effect on the date shares of Series B
Preferred Stock are initially issued, (ii) that shares of Series B Preferred
Stock are held by an employee benefit plan intended to qualify as an employee
stock ownership plan within the meaning of Section 4975 of the Internal
Revenue Code of 1986, as amended, and such plan does not so qualify, or (iii)
that the voting and tender rights associated with the

                                       12
<PAGE>   13
Series B Preferred Stock and provided herein are not or cannot be directly or
indirectly exercised by all or substantially all of the participants in the
Plan (whether or not the shares thereof have been allocated under the Plan)
other than as a result of an unintended failure of administrative services
(such as postal services), then the Corporation may, in its sole discretion
and notwithstanding anything to the contrary in paragraph 6(A) hereof, call
for redemption any or all then outstanding shares of Series B Preferred Stock
for an amount per share equal to the redemption price per share which would be
applicable were the Corporation to redeem such shares of Series B Preferred
Stock pursuant to paragraph 6(A) hereof (without regard to whether such shares
of Series B Preferred Stock are redeemable thereunder), plus an amount equal
to all accumulated and unpaid dividends (including dividends declared and set
aside) and accrued dividends thereon to the date fixed for such redemption.

    (D) [Intentionally omitted.]

    (E) In the event that the Plan is terminated in accordance with its terms,
and notwithstanding anything to the contrary in paragraph 6(A) hereof, the
Corporation shall, as soon thereafter as practicable and permissible under
applicable state law and to the extent the Corporation shall have legally
available funds for such payment, call for redemption all then outstanding
shares of Series B Preferred Stock for an amount per share equal to the
redemption price per share which would be applicable were the Corporation to
redeem such shares of Series B Preferred Stock pursuant to paragraph 6(A)
hereof (without regard to whether such shares of Series B Preferred Stock are
then redeemable thereunder), plus an amount in cash equal to all accumulated
and unpaid dividends (including dividends declared and set aside) and accrued
dividends thereon to the date fixed for such redemption.

    (F) Notwithstanding any provision hereof to the contrary, the Corporation,
at its option, may make payment of the redemption price or Liquidation
Preference, as the case may be, plus, in each case, any amount equal to all
accumulated and unpaid dividends (including dividends declared and set aside)
and accrued dividends thereon to the date of such redemption, required upon
redemption of shares of Series B Preferred Stock pursuant to Sections 6 and 7
hereof in cash or in shares of Common Stock (or fractional shares thereof), or
in a combination of such shares and cash, any such shares of Common Stock to
be valued for such purposes at their Fair Market Value (as defined in
paragraph 9(F) hereof). All shares of Common Stock to be delivered as full or
partial payment of the redemption price to be paid pursuant to this Section 6
or Section 7 hereof shall be validly and legally issued, fully paid and
nonassessable, and any shares of Common Stock delivered to make any such
payment shall, at the effective time of such redemption, be free and clear of
all liens and similar encumbrances.

    SECTION 7. Other Redemption Rights.

    On December 15, 2014 (the 'Mandatory Redemption Date'), to the extent the
Corporation shall have legally available funds for such payment, the
Corporation shall redeem, or shall set aside in trust for the holders of the
Series B Preferred Stock a sum in cash sufficient to redeem, all shares of the
Series B Preferred Stock outstanding on such Mandatory Redemption Date, at a
redemption price per share equal to the Liquidation Preference per share, plus
an amount in cash equal to all accumulated and unpaid dividends (including
dividends declared and set aside) and accrued dividends thereon to the
Mandatory Redemption Date. From and after the close of business on the
Mandatory Redemption Date, unless the Corporation shall have defaulted in the
payment or setting aside in trust of moneys and/or shares of Common Stock, all
dividends on shares of Series B Preferred Stock called for redemption will
cease to accrue, such shares will no longer be deemed to be outstanding and
will no longer be convertible and all rights in respect of such shares of the
Corporation shall cease, except the rights to receive in full such redemption
price per share, plus an amount in cash equal to all accumulated and unpaid
dividends (including dividends declared and set aside) and accrued dividends
thereon to the Mandatory Redemption Date. If, for any reason, the Corporation
shall fail to discharge its mandatory redemption obligation pursuant to this
Section 7, such mandatory redemption obligation shall be discharged as soon as
the Corporation is able to discharge such obligation, but the redemption price
shall be determined as of the date such redemption should have occurred. Until
such time after the Mandatory Redemption Date as the Corporation shall redeem,
or shall set aside in trust for the holders of the Series B Preferred Stock a
sum in cash sufficient to redeem, all shares of the Series B Preferred Stock
outstanding on such Mandatory Redemption Date in accordance with the
provisions of

                                       13
<PAGE>   14
this Section 7, the Corporation shall not declare or pay any cash dividend or
make any distributions in cash on, or, directly or indirectly, purchase,
redeem or otherwise acquire, any of its capital stock (including any warrants,
rights or options exercisable for or convertible into any capital stock of the
Corporation, but not including the Rights or any rights similar thereto) or
permit any of its subsidiaries or affiliates, to, directly or indirectly,
purchase or acquire any such capital stock. Until such time after the
Mandatory Redemption Date as the Corporation shall redeem, or shall set aside
in trust for the holders of the Series B Preferred Stock a sum in cash
sufficient to redeem, all shares of the Series B Preferred Stock outstanding
on such Mandatory Redemption Date in accordance with the provisions of this
Section 7, Preferred Dividends shall continue to accrue on any shares of
Series B Preferred Stock required to be redeemed by this Section 7 and not so
redeemed.

    SECTION 8. Consolidation, Merger, etc.

    (A) In the event that (i) the Corporation shall consummate any
consolidation or merger pursuant to which the outstanding shares of Common
Stock are exchanged solely for or changed, reclassified or converted solely
into stock of any successor or resulting corporation (including the
Corporation) that constitutes 'qualifying employer securities' with respect to
a holder of Series B Preferred Stock within the meaning of Section 4975(e)(8)
of the Internal Revenue Code of 1986, as amended, and Section 407(d)(5) of the
Employee Retirement Income Security Act of 1974, as amended, or any successor
provisions of law, and, if applicable, for a cash payment in lieu of
fractional shares, if any, or (ii) the Corporation shall consummate any sale
of all or substantially all of the Corporation's assets pursuant to which
consideration consisting solely of stock of any corporation that constitutes
such qualifying employer securities with respect to a holder of Series B
Preferred Stock is distributed to holders of Common Stock, together with, if
applicable, a cash payment in lieu of fractional shares, if any, then the
shares of Series B Preferred Stock of such holder shall, in connection with
such consolidation, merger or such sale of all or substantially all of the
Corporation's assets, be assumed by and shall become preferred stock of such
successor, resulting or other corporation, having in respect of such
corporation, insofar as possible, the same powers, preferences and relative,
optional or other special rights (including the redemption and other rights
provided by Sections 6, 7 and 8 hereof), and the qualifications, limitations
or restrictions thereon, that the Series B Preferred Stock had immediately
prior to such transaction, except that after such transaction each share of
the Series B Preferred Stock shall be convertible, otherwise on the terms and
conditions provided by Section 5 hereof, into the number and kind of
qualifying employer securities so receivable by a holder of the number of
shares of Common Stock into which such shares of Series B Preferred Stock
could have been converted immediately prior to such transaction; provided,
however, that if by virtue of the structure of such transaction, a holder of
Common Stock is required to make an election between two or more kinds of
qualifying employer securities, which election cannot practicably be made by
the holders of the Series B Preferred Stock, then the shares of Series B
Preferred Stock so assumed by, and becoming (as described above) preferred
stock of, such successor, resulting or other corporation shall be convertible,
otherwise on the terms and conditions provided by Section 5 hereof, into the
aggregate amount of the kind of qualifying employer securities receivable by a
holder of the number of shares of Common Stock into which such shares of
Series B Preferred Stock could have been converted immediately prior to such
transaction if such Holder of Common Stock failed to exercise any rights of
election as to the kind of qualifying employer securities receivable upon such
transaction (provided that, if the kind or amount of qualifying employer
securities receivable upon such transaction is not the same for each
non-electing share, then the kind and amount so receivable upon such
transaction for each non-electing share shall be the kind and amount so
receivable per share by the plurality of the non-electing shares). The rights
of the Series B Preferred Stock as preferred stock of such successor,
resulting or other corporation shall successively be subject to adjustments
pursuant to Section 9 hereof after any such transaction as nearly equivalent
as practicable to the adjustment provided for by such section prior to such
transaction. The Corporation shall not consummate any such consolidation,
merger or sale of all or substantially all of the Corporation's assets unless
all then outstanding shares of Series B Preferred Stock shall be assumed and
authorized by the successor, resulting or other corporation as aforesaid.

    (B) In the event that (i) the Corporation shall consummate any
consolidation or merger pursuant to which the outstanding shares of Common
Stock are exchanged for or changed, reclassified or converted into stock or
securities or cash or any other property, or any combination thereof, which

                                      14
<PAGE>   15
consideration is not constituted solely of qualifying employer securities (as
referred to in paragraph 8(A) hereof) and cash payments, if applicable, in
lieu of fractional shares, or (ii) the Corporation shall consummate any sale
of all or substantially all of the Corporation's assets pursuant to which
consideration not consisting solely of stock constituting such qualifying
employer securities and cash payments, if applicable, in lieu of fractional
shares, is distributed, then outstanding shares of Series B Preferred Stock
shall, without any action on the part of the Corporation or any holder thereof
(but subject to paragraph 8(C) hereof), be automatically converted by virtue
of such consolidation, merger or such sale of all or substantially all of the
Corporation's assets immediately prior to such consummation into the number of
shares of Common Stock into which such shares of Series B Preferred Stock
could have been converted at such time so that each share of Series B
Preferred Stock shall, by virtue of such transaction and on the same terms as
apply to the holders of Common Stock, be exchanged for or changed,
reclassified or converted into, or shall entitle the holder thereof to
otherwise receive, the aggregate amount of stock, securities, cash or other
property (payable in like kind) receivable by a holder of the number of shares
of Common Stock into which such shares of Series B Preferred Stock could have
been converted immediately prior to such transaction; provided, however, that
if by virtue of the structure of such transaction, a holder of Common Stock is
required to make an election with respect to the nature and kind of
consideration to be received in such transaction, which election cannot
practicably be made by the holders of the Series B Preferred Stock, then the
shares of Series B Preferred Stock shall, by virtue of such transaction and on
the same terms as apply to the holders of Common Stock, be exchanged for or
changed, reclassified or converted into, or shall entitle the holder thereof
to otherwise receive, the aggregate amount of stock, securities, cash or other
property (payable in kind) receivable by a holder of the number of shares of
Common Stock into which such shares of Series B Preferred Stock could have
been converted immediately prior to such transaction if such holder of Common
Stock failed to exercise any rights of election as to the kind or amount of
stock, securities, cash or other property receivable upon such transaction
(provided that, if the kind or amount of stock, securities, cash or other
property receivable upon such transaction is not the same for each
non-electing share, then the kind and amount of stock, securities, cash or
other property receivable upon such transaction for each non-electing share
shall be the kind and amount so receivable per share by a plurality of the
non-electing shares).

    (C) In the event the Corporation shall enter into any agreement providing
for any consolidation, merger or any sale of all or substantially all of the
Corporation's assets, in each case, described in paragraph 8(B) hereof, then
the Corporation shall as soon as practicable thereafter (and in any event at
least ten (10) Business Days before consummation of such transaction) give
notice of such agreement and the material terms thereof, and the earliest date
of consummation thereof, to each holder of Series B Preferred Stock, and if
the Trustee would be unable to hold the consideration receivable under
paragraph 8(B) hereof as a result of such transaction under the Employee
Retirement Income Security Act of 1974, as amended, or any successor statute,
then each such holder shall have the right to elect, by written notice to the
Corporation, to receive, upon consummation of such transaction (if and when
such transaction is consummated), from the Corporation or the successor of the
Corporation, in redemption and retirement of such Series B Preferred Stock, a
cash payment equal to the greater of (i) an amount per share equal to the
redemption price per share which would be applicable were the Corporation to
redeem such shares of Series B Preferred Stock pursuant to paragraph 6(A)
hereof (without regard to whether such shares of Series B Preferred Stock are
then redeemable thereunder), plus an amount equal to all accumulated and
unpaid dividends (including dividends declared and set aside) and accrued
dividends thereon to the date of the consummation of such transaction or (ii)
the Fair Market Value (as defined in paragraph 9(F) hereof) of the Common
Stock into which such Series B Preferred Stock could be converted pursuant to
paragraph 5(A) hereof on the date of consummation of such transaction. No such
notice of redemption shall be effective unless given to the Corporation prior
to the close of business on the third Business Day prior to consummation of
such transaction, unless the Corporation or the successor of the Corporation
shall waive such prior notice, but any notice of redemption so given prior to
such time may be withdrawn by notice of withdrawal given to the Corporation
prior to the close of business on the third Business Day prior to consummation
of such transaction.

                                       15
<PAGE>   16
    SECTION 9. Anti-dilution Adjustments.

    (A) In the event the Corporation shall, at any time or from time to time
while any of the shares of the Series B Preferred Stock are outstanding, (i)
pay a dividend or make a distribution in respect of the Common Stock in shares
of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or
(iii) combine the outstanding shares of Common Stock into a smaller number of
shares, in each case whether by reclassification of shares, recapitalization
of the Corporation (including a recapitalization effected by a merger or
consolidation to which Section 8 hereof does not apply) or otherwise, then,
subject to the provisions of paragraphs 9(D) and 9(E) hereof, the Conversion
Price shall be adjusted by multiplying such Conversion Price by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately before such event, and the denominator of which is the number of
shares of Common Stock outstanding immediately after such event. An adjustment
made pursuant to this paragraph 9(A) shall be given effect, upon payment of
such a dividend or distribution, as of the record date for the determination
of stockholders entitled to receive such dividend or distribution (on a
retroactive basis) and in the case of a subdivision or combination shall
become effective immediately as of the effective date thereof.

    (B) In the event that the Corporation shall, at any time or from time to
time while any of the shares of Series B Preferred Stock are outstanding,
issue to the holders of shares of Common Stock as a dividend or distribution,
including by way of a reclassification of shares or a recapitalization of the
Corporation, any right or warrant to purchase shares of Common Stock
(including without limitation any securities convertible into such Common
Stock or any right or warrant to purchase such convertible securities, but not
including as such a right or warrant any Rights (as defined in Section 5) or
any similar rights) at a purchase price per share less than the Fair Market
Value (as defined in paragraph 9(F) hereof) of a share of Common Stock on the
date of issuance of such right or warrant, then, subject to the provisions of
paragraphs 9(D) and 9(E) hereof, the Conversion Price shall be adjusted by
multiplying such Conversion Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately before such
issuance of rights or warrants plus the number of shares of Common Stock which
could be purchased at the Fair Market Value of a share of Common Stock on the
date of such issuance for the maximum aggregate consideration payable upon
exercise in full of all such rights or warrants, and the denominator of which
shall be the number of shares of Common Stock outstanding immediately before
such issuance of rights or warrants plus the maximum number of shares of
Common Stock that could be acquired upon exercise in full of all such rights
and warrants. An adjustment made pursuant to this paragraph 9(B) shall be
given effect, upon issuance of such rights or warrants, as of the record date
for the determination of stockholders entitled to receive such rights or
warrants (on a retroactive basis); provided, that, to the extent shares of
Common Stock otherwise issuable upon exercise of such rights or warrants are
not delivered after the expiration of such rights or warrants, the Conversion
Price will be readjusted (but only with respect to shares of Series B
Preferred Stock converted after such expiration) to the Conversion Price which
would then be in effect had the adjustments made upon such issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares of Common Stock actually issued.

    (C) In the event the Corporation shall, at any time or from time to time
while any of the shares of Series B Preferred Stock are outstanding, make an
Extraordinary Distribution (as hereinafter defined) in respect of the Common
Stock, whether by dividend, distribution, reclassification of shares or
recapitalization of the Corporation (including a recapitalization effected by
a merger or consolidation to which Section 8 hereof does not apply) or effect
a Pro Rata Repurchase (as hereinafter defined), the Conversion Price in effect
immediately prior to such Extraordinary Distribution or Pro Rata Repurchase
shall, subject to paragraphs 9(D) and 9(E) hereof, be adjusted by multiplying
such Conversion Price by a fraction the numerator of which is (i) the product
of (x) the number of shares of Common Stock outstanding immediately before
such Extraordinary Distribution or Pro Rata Repurchase multiplied by (y) the
Current Market Price of a share of Common Stock on the day before the
ex-dividend date with respect to an Extraordinary Distribution, or on the
applicable expiration date (including all extensions thereof) of any tender
offer which is a Pro Rata Repurchase, or on the date of purchase with respect
to any Pro Rata Repurchase which is not a tender offer, as the case may be,
minus (ii) the Fair Market Value of the Extraordinary Distribution or the
aggregate purchase price of the Pro Rata Repurchase, as the case may be, on
such date, and the denominator of which is the

                                       16
<PAGE>   17
product of (a) the number of shares of Common Stock outstanding immediately
before such Extraordinary Distribution or Pro Rata Repurchase minus, in the
case of a Pro Rata Repurchase, the number of shares of Common Stock
repurchased by the Corporation, multiplied by (b) the Current Market Price of
a share of Common Stock on the day before the ex-dividend date with respect to
an Extraordinary Distribution, or on the applicable expiration date (including
all extensions thereof) of any tender offer which is a Pro Rata Repurchase or
on the date of purchase with respect to any Pro Rata Repurchase which is not a
tender offer, as the case may be. The Corporation shall send each holder of
Series B Preferred Stock (i) notice of its intent to make any dividend or
distribution and (ii) notice of any offer by the Corporation to make a Pro
Rata Repurchase, in each case at the same time as, or as soon as practicable
after, such offer is first communicated (including by announcement of a record
date in accordance with the rules of any stock exchange on which the Common
Stock is listed or admitted to trading) to the holders of Common Stock. Such
notice shall indicate the intended record date, ex-dividend date, the
applicable expiration date, if any, the amount and nature of such dividend or
distribution, or the number of shares subject to such offer for a Pro Rata
Repurchase and the purchase price payable by the Corporation pursuant to such
offer, as well as the Conversion Price and the number of shares of Common
Stock into which a share of Series B Preferred Stock may be converted at such
time.

    (D) Notwithstanding any other provisions of this Section 9, the
Corporation shall not be required to make any adjustment to the Conversion
Price unless such adjustment would require an increase or decrease of at least
one percent (1%) in the Conversion Price. Any lesser adjustment shall be
carried forward and shall be made no later than the time of, and together
with, the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to an increase or decrease of at
least one percent (1%) in the Conversion Price.

    (E) The Corporation shall be entitled to make such additional adjustments
in the Conversion Price, in addition to those required by the foregoing
provisions of this Section 9, as shall be necessary in order that any dividend
or distribution in shares of capital stock of the Corporation, subdivision,
reclassification or combination of shares of stock of the Corporation or any
recapitalization of the Corporation shall not be taxable to the holders of the
Common Stock.

    (F) For purposes of this Resolution, the following definitions shall
apply:

    'Business Day' shall mean each day that is not a Saturday, Sunday or a day
on which state or federally chartered banking institutions in New York, New
York are not required to be open.

    'Extraordinary Distribution' shall mean any dividend or other distribution
to the holders of Common Stock (effected while any of the shares of Series B
Preferred Stock are outstanding) of (i) cash, where the aggregate amount of
such cash dividend or distribution together with the amount of all cash
dividends and distributions made during the preceding period of 12 months,
when combined with the aggregate amount of all Pro Rata Repurchases (for this
purpose, including only that portion of the aggregate purchase price of such
Pro Rata Repurchase which is in excess of the Fair Market Value of the Common
Stock repurchased as determined on the applicable expiration date (including
all extensions thereof) of any tender offer which is a Pro Rata Repurchase or
the date of purchase with respect to any other Pro Rata Repurchase which is
not a tender offer made during such period), exceeds twelve and one-half
percent (12 1/2%) of the aggregate Fair Market Value of all shares of Common
Stock outstanding on the day before the ex-dividend date with respect to such
Extraordinary Distribution and (ii) any shares of capital stock of the
Corporation (other than shares of Common Stock), other securities of the
Corporation (other than securities of the type referred to in this paragraph
9(B) and excluding the Rights and any similar rights), evidences of
indebtedness of the Corporation or any other person or any other property
(including shares of any subsidiary of the Corporation) or any combination
thereof. The Fair Market Value of an Extraordinary Distribution for purposes
of paragraph (C) of this Section 9 shall be equal to the sum of the Fair
Market Value of such Extraordinary Distribution plus the amount of any cash
dividends or distributions which are not Extraordinary Distributions made
during such 12-month period and not previously included in the calculation of
an adjustment pursuant to said paragraph (C).

    'Fair Market Value' shall mean (a) as to cash, the amount of cash, and (b)
as to shares of Common Stock or any other class of capital stock or securities
of the Corporation or any other issuer which are

                                       17
<PAGE>   18
publicly traded, the average of the Current Market Prices of such shares or
securities for each day of the Adjustment Period. 'Current Market Price' of
publicly traded shares of Common Stock or any other class of capital stock or
other security of the Corporation or any other issuer for any day shall mean
the last reported sales price, regular way, or, in the event that no sale
takes place on such day, the average of the reported closing bid and asked
prices, regular way, in either case as reported on the New York Stock Exchange
Composite Tape or, if such security is not listed or admitted to trading on
the New York Stock Exchange, on the principal national securities exchange on
which such security is listed or admitted to trading or, if not listed or
admitted to trading on any national securities exchange, on the Nasdaq
National Market or, if such security is not quoted on such National Market,
the average of the closing bid and asked prices on such day in the
over-the-counter market as reported by the Nasdaq Stock Market or, if bid and
asked prices for such security on such day shall not have been reported
through the Nasdaq Stock Market, the average of the bid and asked prices for
such day as furnished by any New York Stock Exchange member firm regularly
making a market in such security on each trading day during the Adjustment
Period, which firm shall be selected for such purpose by the Board of
Directors of the Corporation or a committee thereof. 'Adjustment Period' shall
mean the period of five (5) consecutive trading days preceding the date as of
which the Fair Market Value of a security is to be determined. The 'Fair
Market Value' of any security which is not publicly traded or of any other
property shall mean the fair value thereof as determined by an independent
investment banking or appraisal firm experienced in the valuation of such
securities or property selected in good faith by the Board of Directors of the
Corporation or a committee thereof, or, if no such investment banking or
appraisal firm is in the good faith judgment of the Board of Directors or such
committee available to make such determination, as determined in good faith by
the Board of Directors of the Corporation or such committee.

    'Pro Rata Repurchase' shall mean any purchase of shares of Common Stock by
the Corporation or any subsidiary thereof whether for cash, shares of other
capital stock of the Corporation, other securities of the Corporation,
evidences of indebtedness of the Corporation or any other person or any other
property (including shares of a subsidiary of the Corporation) or any
combination thereof, effected while any of the shares of Series B Preferred
Stock are outstanding, pursuant to any tender offer subject to Section 13(e)
of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), or
any successor provision of law, or pursuant to any other offer designed to be
available to all or substantially all of the holders of Common Stock;
provided, however, that no purchase of shares by the Corporation or any
subsidiary thereof made in open market or privately-negotiated transactions
shall be deemed a Pro Rata Repurchase, so long as in any such case offers to
effect such purchases shall not be made to all or substantially all of the
holders of Common Stock. For purposes of this paragraph 9(F), shares shall be
deemed to have been purchased by the Corporation or any subsidiary thereof 'in
open market transactions' if they have been purchased substantially in
accordance with the requirements of Rule 10b-18 as in effect under the
Exchange Act (or successor provision) on the date shares of Series B Preferred
Stock are initially issued by the Corporation or on such other terms and
conditions as the Board of Directors of the Corporation or a committee thereof
shall have determined are reasonably designed to prevent such purchases from
having a material effect on the trading market for the Common Stock.

    (G) Whenever an adjustment to the Conversion Price and the related voting
rights of the Series B Preferred Stock is required pursuant to this
Resolution, the Corporation shall forthwith place on file with the transfer
agent for the Common Stock and the Series B Preferred Stock, and with the
Secretary of the Corporation, a statement signed by two officers of the
Corporation stating the adjusted Conversion Price determined as provided
herein and the resulting conversion ratio, and the voting rights (as
appropriately adjusted), of the Series B Preferred Stock. Such statement shall
set forth in reasonable detail such facts as shall be necessary to show the
reason and the manner of computing such adjustment, including the
determination of Fair Market Value involved in such computation. Promptly
after each adjustment to the Conversion Price and the related voting rights of
the Series B Preferred Stock, the Corporation shall mail a notice thereof and
of the then prevailing conversion ratio to each holder of shares of the Series
B Preferred Stock.

                                       18
<PAGE>   19
    SECTION 10. Ranking; Attributable Capital and Adequacy of Surplus;
Retirement of Shares.

    (A) The Series B Preferred Stock shall rank senior to the Series A Junior
Participating Preferred Stock and the Common Stock as to the payment of
dividends and the distribution of assets on liquidation in whole, dissolution
and winding-up of the Corporation, and, unless otherwise provided in the
Restated Certificate of Incorporation of the Corporation or a Certificate of
Designations relating to a subsequent series of Preferred Stock, par value
$1.00 per share, of the Corporation, the Series B Preferred Stock shall rank
junior to all series of the Corporation's Preferred Stock, par value $1.00 per
share, as to the payment of dividends and the distribution of assets on
liquidation in whole, dissolution or winding-up.

    (B) In addition to any vote of stockholders required by law, the vote of
the holders of a majority of the outstanding shares of Series B Preferred
Stock shall be required to increase the par value of the Common Stock or
otherwise increase the capital of the Corporation allocable to the Common
Stock for the purpose of the DGCL if, as a result thereof, the surplus of the
Corporation for purposes of the DGCL would be less than the amount of
Preferred Dividends that would accrue on the then outstanding shares of Series
B Preferred Stock during the following three years.

    (C) Any shares of Series B Preferred Stock acquired by the Corporation by
reason of the conversion or redemption of such shares as provided by this
Resolution, or otherwise so acquired, shall be retired as shares of Series B
Preferred Stock and restored to the status of authorized but unissued shares
of Preferred Stock, par value $1.00 per share, of the Corporation,
undesignated as to series, and may thereafter be reissued as part of a new
series of such Preferred Stock as permitted by law.

    SECTION 11. Miscellaneous.

    (A) All notices referred to herein shall be in writing, and all notices
hereunder shall be deemed to have been given upon the earlier of receipt
thereof or three (3) business days after the mailing thereof if sent by
registered mail (unless first-class mail shall be specifically permitted for
such notice under the terms of this Resolution) with postage prepaid,
addressed: (i) if to the Corporation, to its office at International Plaza,
P.O. Box 8000, Englewood Cliffs, New Jersey 07632 (Attention: Secretary) or to
the transfer agent for the Series B Preferred Stock, or other agent of the
Corporation designated as permitted by this Resolution or (ii) if to any
holder of the Series B Preferred Stock or Common Stock, as the case may be, to
such holder at the address of such holder as listed in the stock record books
of the Corporation (which may include the records of any transfer agent for
the Series B Preferred Stock or Common Stock, as the case may be) or (iii) to
such other address as the Corporation or any such holder, as the case may be,
shall have designated by notice similarly given.

    (B) The term 'Common Stock' as used in this Resolution means the
Corporation's Common Stock, par value $.25 per share, as the same exists at
the date of filing of a Certificate of Designations relating to Series B
Preferred Stock or any other class of stock resulting from successive changes
or reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.
In the event that, at any time as a result of an adjustment made pursuant to
Section 9 of this Resolution, the holder of any share of the Series B
Preferred Stock surrendering such shares for conversion, shall become entitled
to receive any shares or other securities of the Corporation other than shares
of Common Stock, the Conversion Price in respect of such other shares or
securities so receivable upon conversion of shares of Series B Preferred Stock
shall thereafter be adjusted, and shall be subject to further adjustment from
time to time, in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to Common Stock contained in Section 9 hereof, and
the provisions of Sections 1 through 8, 10 and 11 of this Resolution with
respect to the Common Stock shall apply on like or similar terms to any such
other shares or securities.

    (C) The Corporation shall pay any and all stock transfer and documentary
stamp taxes that may be payable in respect of any issuance or delivery of
shares of Series B Preferred Stock or shares of Common Stock or other
securities issued on account of Series B Preferred Stock pursuant hereto or
certificates representing such shares or securities. The Corporation shall
not, however, be required to pay any such tax which may be payable in respect
of any transfer involved in the issuance or delivery of shares of Series B
Preferred Stock or Common Stock or other securities in a name other than that
in

                                       19
<PAGE>   20
which the shares of Series B Preferred Stock with respect to which such shares
or other securities are issued or delivered were registered, or in respect of
any payment to any person with respect to any such shares or securities other
than a payment to the registered holder thereof, and shall not be required to
make any such issuance, delivery or payment unless and until the person
otherwise entitled to such issuance, delivery or payment has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid or is not payable.

    (D) In the event that a holder of shares of Series B Preferred Stock shall
not by written notice designate the name in which shares of Common Stock to be
issued upon conversion of such shares should be registered or to whom payment
upon redemption of shares of Series B Preferred Stock should be made or the
address to which the certificate or certificates representing such shares, or
such payment, should be sent, the Corporation shall be entitled to register
such shares, and make such payment, in the name of the holder of such Series B
Preferred Stock as shown on the records of the Corporation and to send the
certificate or certificates representing such shares, or such payment, to the
address of such holder shown on the records of the Corporation.

    (E) Unless otherwise provided in the Restated Certificate of Incorporation
of the Corporation, all payments in the form of dividends, distributions on
voluntary or involuntary liquidation in whole, dissolution or winding-up or
otherwise made upon the shares of Series B Preferred Stock and any other stock
ranking on a parity with the Series B Preferred Stock with respect to such
dividend or distribution shall be pro rata, so that amounts paid per share on
the Series B Preferred Stock and such other stock shall in all cases bear to
each other the same ratio that the required dividends, distributions or
payments, as the case may be, then payable per share on the shares of the
Series B Preferred Stock and such other stock bear to each other.

    (F) The Corporation may appoint, and from time to time discharge and
change, a transfer agent for the Series B Preferred Stock. Upon any such
appointment or discharge of a transfer agent, the Corporation shall send
notice thereof by first-class mail, postage prepaid, to each holder of record
of Series B Preferred Stock.

    FIFTH: The Board of Directors is expressly authorized and empowered to
adopt, amend and repeal By-laws, subject to the power of the stockholders to
amend or repeal any By-law made by the Board of Directors.

    SIXTH: Unless and except to the extent that the By-laws shall so require,
the election of directors need not be by written ballot.

    SEVENTH: 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 or permitted 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 SEVENTH.

    EIGHTH: The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than nine
nor more than twenty-one directors (exclusive of directors referred to in the
following paragraph), the exact number to be determined from time to time by
resolution adopted by affirmative vote of a majority of such directors then in
office. The directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors determined by the
Board of Directors pursuant to this paragraph. At the 1986 annual meeting of
stockholders, Class I directors shall be elected for a one-year term, Class II
directors for a two-year term and Class III directors for a three-year term.
At each succeeding annual meeting of stockholders beginning in 1987,
successors to the directors in the class whose term expires at that annual
meeting shall be elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for the remaining term of
that class, but in no case will a decrease in the number of directors shorten
the term of any incumbent director. A director shall hold office until the
annual meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to

                                       20
<PAGE>   21
prior death, resignation, retirement, disqualification or removal from office.
Any vacancy in the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the directors then in
office, provided that a quorum is present, and any other vacancy may be filled
by a majority of the directors then in office, even if less than a quorum, or
by a sole remaining director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall hold office for
the remaining term of his predecessor.

    Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the number of such directors and the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the provisions of Article FOURTH of this
Certificate of Incorporation and any resolution or resolutions adopted by the
Board of Directors pursuant thereto, and such directors shall not be divided
into classes unless expressly so provided therein.

    NINTH: No action required to be taken or which may be taken at any annual
or special meeting of stockholders of the Corporation may be taken without a
meeting, unless a consent in writing, setting forth the action so taken, shall
be signed by all the stockholders of the Corporation entitled to vote thereon.

    TENTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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) for payment of an improper dividend, or for an
improper repurchase or redemption of the stock of the Corporation, in
violation of Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.

    IN WITNESS WHEREOF, this Certificate has been signed by the Chairman of
the Board of the Corporation, and the corporate seal of the Corporation has
been hereunto affixed and attested to by the Secretary of the Corporation, all
as of the 20th day of January, 1998.

                                          BESTFOODS
                                          By        CHARLES R. SHOEMATE
                                            ------------------------------------
                                                   Charles R. Shoemate
                                                  Chairman of the Board

ATTEST:

          HANES A. HELLER
------------------------------------
          Hanes A. Heller
             Secretary

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