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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 4, 1999 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.

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     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.

                  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 2,000,000, 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 25th day of January, April, July and October of 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)
$10.00 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 January 4, 1999 (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 $10.00 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 subparagraph (iii) of
Section 3 (C) 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 subparagraph (iii) of Section 3 (C), 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 subparagraph
(ii) of this Section 3 (C)) 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 became vacant. References in this Section 3
(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 subparagraph (ii) of this Section 3
(C) (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 canceled 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 $225 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 Bestfoods 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
ections 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 H older 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 700 Sylvan Avenue, International Plaza, 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, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury this 4th day of
January, 1999.

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

ATTEST:

HANES A. HELLER
Hanes A. Heller
Secretary


                                       21