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                                                                  Exhibit 2.5

                                    EXHIBIT D


                          CERTIFICATE OF INCORPORATION
                                       OF
                             SCHULER HOLDINGS, INC.


          FIRST. The name of the Corporation is Schuler Holdings, Inc. (the
"Corporation").

          SECOND. The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is Corporation Service
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 Delaware.

          FOURTH. (a) The aggregate number of shares which the Corporation is
authorized to issue is 171,000,000 shares, of which 1,000,000 shall be shares of
Preferred Stock, $0.001 par value per share (the "Preferred Stock"), and
170,000,000 shall be shares of Common Stock, $0.001 par value per share (the
"Common Stock"), of which 120,000,000 shall be shares of Class A Common Stock,
$.001 par value per share ("Class A Common Stock"), and 50,000,000 shall be
shares of Class B Common Stock, $.001 par value per share ("Class B Common
Stock").

          (b) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is expressly authorized, in the resolution or
resolutions providing for the issuance of any wholly unissued series of
Preferred Stock, to fix, state and express the powers, rights, designations,
preferences, qualifications, limitations and restrictions thereof, including
without limitation: the rate of dividends upon which and the times at which
dividends on shares of such series shall be payable and the preference, if any,
which such dividends shall have relative to dividends on shares of any other
class or classes or any other series of stock of the Corporation; whether such
dividends shall be cumulative or noncumulative, and if cumulative, the date or
dates from which dividends on shares of such series shall be cumulative; the
voting rights, if any, to be provided for shares of such series; the rights, if
any, which the holders of shares of such series shall have in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation; the rights, if any, which the holders of shares of such
series shall have to convert such shares into or exchange such shares for shares
of stock of the Corporation, and the terms and conditions, including price and
rate of exchange of such conversion or exchange; and the redemption rights
(including sinking fund provisions), if any, for shares of such series; and such
other powers, rights, designations, preferences, qualifications, limitations and
restrictions as the Board of Directors may desire to so fix. The Board of
Directors is also expressly authorized to fix the number of shares constituting
such series and to increase or decrease the number of shares of any series prior
to the issuance of shares of that series and to increase or decrease the number
of shares of any series subsequent to the issuance of shares of that series, but
not to decrease such number below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,


                                      D-1
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the shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.

          (c) The relative voting, dividend, liquidation and other rights,
preferences and limitations or restrictions of the Class A Common Stock and
Class B Common Stock are stated in this Certificate of Incorporation as follows:

               (i) VOTING. Subject to all of the rights which may be granted to
     holders of the Preferred Stock and except as otherwise required or
     authorized by Article FIFTH, SIXTH, SEVENTH, EIGHTH or NINTH or by
     applicable law, voting power shall be divided between the holders of Class
     A Common Stock and Class B Common Stock of the Corporation as follows:

                    (A) So long as there are issued and outstanding at least 14
          million shares of Class B Common Stock, the holders of Class A Common
          Stock, voting as a separate class, shall be entitled to elect five
          Directors and the holders of Class B Common Stock, voting as a
          separate class, shall be entitled to elect four Directors. If and when
          there are issued and outstanding less than 14 million shares of Class
          B Common Stock, the holders of Class A Common Stock, voting as a
          separate class, shall be entitled to elect six Directors and the
          holders of Class B Common Stock, voting as a separate class, shall be
          entitled to elect only three Directors. If at any time the Corporation
          shall issue additional shares of Class B Common Stock as provided in
          subsection (c)(v) of Article FOURTH, the holders of Class B Common
          Stock shall thenceforth be entitled to elect, as provided in the two
          immediately preceding sentences, the number of directors resulting
          from the number of shares of Class B Common Stock then held by such
          holders. If at any time there shall be shares of only one class of
          Common Stock issued and outstanding, the holders of such class shall
          be entitled to elect the entire Board of Directors. In the event of
          any decrease in the authorized number of Directors elected by the
          holders of Class B Common Stock, each Director elected by the holders
          of Class B Common Stock then serving as such shall nevertheless
          continue as a Director until the expiration of his or her current
          term, or his or her earlier death, resignation or removal.

                    (B) So long as any shares of Class B Common Stock are issued
          and outstanding, any Director elected exclusively by the holders of
          Class A Common Stock may be removed from office without cause by the
          affirmative vote of the holders of at least 66 2/3% of the outstanding
          shares of Class A Common Stock, voting as a separate class, and any
          Director elected exclusively by the holders of Class B Common Stock
          may be removed from office without cause by the affirmative vote of
          the holders of at least 66 2/3% of the outstanding shares of Class B
          Common Stock, voting as a separate class.

                    (C) For so long as any shares of Class B Common Stock are
          issued and outstanding, any vacancy in the office of a Director
          elected exclusively by the holders of Class A Common Stock may only be
          filled by a vote of the holders of Class A Common Stock, voting as a
          separate class, or by a majority


                                      D-2
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          vote of the Directors then in office, though less than a quorum,
          elected exclusively by the holders of Class A Common Stock. For so
          long as any shares of Class B Common Stock are issued and outstanding,
          any vacancy in the office of a Director elected exclusively by the
          holders of Class B Common Stock may only be filled by a vote of the
          holders of Class B Common Stock, voting as a separate class, or by a
          majority vote of the Directors then in office, though less than a
          quorum, elected exclusively by the holders of Class B Common Stock.

                    (D) Except as otherwise required by applicable law or any
          other provision of this Certificate of Incorporation, holders of Class
          A Common Stock and Class B Common Stock shall vote together as a
          single class on all matters submitted to the stockholders for a vote,
          subject to any voting rights which may be granted to holders of
          Preferred Stock. With respect to such matters, every holder of Class A
          Common Stock shall be entitled to one vote for every share of Class A
          Common Stock standing in such stockholder's name on the record of
          stockholders and every holder of Class B Common Stock shall be
          entitled to one-half vote for every share of Class B Common Stock
          standing in such stockholder's name on the record of stockholders.

                    (E) Notwithstanding any other provision of this Certificate
          of Incorporation or any provision of applicable law specifying a
          lesser percentage, the following matters shall require the affirmative
          vote of the holders of a majority of the outstanding shares of Class A
          Common Stock, voting as a separate class, and the affirmative vote of
          the holders of a majority of the outstanding shares of Class B Common
          Stock, voting as a separate class:

                         (I) any merger or consolidation of the Corporation with
               or into any other Person (as defined in Article EIGHTH), or

                         (II) any sale, lease, exchange, transfer or other
               disposition (in one transaction or a series of related
               transactions) of all or substantially all of the assets of the
               Corporation and its subsidiaries taken as a whole, or

                         (III) the adoption of any plan or proposal for the
               liquidation or dissolution of the Corporation, or

                         (IV) any reclassification of securities (including any
               reverse stock split) or recapitalization of the Corporation, or
               any merger or consolidation of the Corporation with any of its
               Subsidiaries or any similar transaction, which has the effect,
               directly or indirectly, of increasing the percentage of the
               outstanding shares of (i) any class of equity securities of the
               Corporation or any Subsidiary or (ii) any class of securities of
               the Corporation or any Subsidiary convertible into equity
               securities of the Corporation or any Subsidiary; PROVIDED,
               HOWEVER, that this subsection (c)(i)(E)(IV) of Article FOURTH
               shall not be deemed to include any issuance, offering or sale by
               the Corporation of any of its securities.


                                      D-3
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               (ii) DIVIDENDS. (A) Subject to the rights which may be granted to
     the holders of the Preferred Stock and subject to any other provisions of
     this Certificate of Incorporation, holders of Class A Common Stock and
     Class B Common Stock shall be entitled to receive such dividends and other
     distributions in cash, stock or property of the Corporation as may be
     declared thereon by the Board of Directors from time to time out of assets
     or funds of the Corporation legally available therefor.

                    (B) No distribution or dividend payable in Class A Common
          Stock may be declared on Class A Common Stock unless a distribution or
          dividend payable in Class B Common Stock at the same time and at the
          same rate per share is concurrently declared on Class B Common Stock
          then outstanding. No distribution or dividend payable in Class B
          Common Stock may be declared on Class B Common Stock unless a
          distribution or dividend payable in Class A Common Stock at the same
          time and at the same rate per share is concurrently declared on Class
          A Common Stock then outstanding. So long as shares of both Class A
          Common Stock and Class B Common Stock shall remain outstanding, no
          dividend or distribution payable in property or securities of any
          other class or kind of the Corporation shall be declared or paid on
          either of such classes unless a dividend equal in kind and amount on a
          per share basis and payable at the same time is concurrently declared
          on the other class. No split-up, combination or other reclassification
          of the shares of Class A Common Stock or Class B Common Stock into a
          different number of shares of such class shall be made unless a
          split-up, combination or other reclassification of the shares of the
          other class then outstanding, if any, into a different number of
          shares of such other class is made at the same time and at the same
          rate per share and the number of shares necessary to elect directors
          as provided in subsection (c)(i)(A) of Article FOURTH is adjusted as
          appropriate.

               (iii) CONVERSION RIGHTS AND AUTOMATIC CONVERSION.

                    (A) Subject to the terms and conditions of this Article
          FOURTH, each share of Class B Common Stock shall be converted into one
          fully paid and non-assessable share of Class A Common Stock at the
          election of the holder thereof or upon the transfer by the holder
          thereof to any other Person who was not, directly or indirectly, a
          Beneficial Owner (as defined in Article EIGHTH) of Class B Common
          Stock immediately after the Closing Date (as defined in that certain
          Agreement and Plan of Reorganization, dated as of September 12, 2000,
          as the same may be amended from time to time (the "Reorganization
          Agreement"), by and between Schuler Homes, Inc. and the WP Partners
          (as defined therein) (the "Closing Date").

                    (B) Subject to the terms and conditions of this Article
          FOURTH, each share of Class B Common Stock shall be automatically
          converted into one fully paid and non-assessable share of Class A
          Common Stock without any action on the part of the holder thereof upon
          the later to occur of (I) the date that is two days subsequent to the
          second anniversary of the Closing Date and (II) the day upon which
          less than ten million shares of Class B Common Stock are


                                      D-4
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          issued and outstanding; PROVIDED, HOWEVER, that such automatic
          conversion of Class B Common Stock shall not occur if, and for so long
          as, the Board of Directors determines that such automatic conversion
          would result in a "Change of Control" as defined in that certain
          Indenture, dated as of May 6, 1998, by and between Schuler Homes, Inc.
          and U.S. Trust Company of California, N.A., as trustee, or a "Risk
          Event" as defined in that certain Indenture, dated as of January 15,
          1993, by and between Schuler Homes, Inc. and Pacific Century Trust, as
          successor trustee to Bishop Trust Company, Limited.

                    (C) Conversions in accordance with this Article FOURTH shall
          occur at the office of any transfer agent for the Class B Common
          Stock, and at such other place or places, if any, as the Board of
          Directors may designate, or, if the Board of Directors shall fail so
          to designate, at the principal office of the Corporation (to the
          attention of the Secretary of the Corporation). Every conversion
          pursuant to subsection (c)(iii)(A) or (c)(iii)(B) of Article FOURTH,
          shall constitute a contract between the holder of such Class B Common
          Stock and the Corporation, whereby the holder of such Class B Common
          Stock shall be deemed to subscribe for the amount of Class A Common
          Stock which such holder shall be entitled to receive upon such
          conversion, and, in satisfaction of such subscription, to deposit the
          Class B Common Stock to be converted and to release the Corporation
          from all liability thereunder, and thereby the Corporation shall be
          deemed to agree that the surrender of the certificate or certificates
          therefor and the extinguishment of liability thereon shall constitute
          full payment of such subscription for Class A Common Stock to be
          issued upon such conversion. The Corporation will as soon as
          practicable after such deposit of a certificate or certificates for
          Class B Common Stock issue and deliver at the office of said transfer
          agent (or other place as provided above) to the person for whose
          account such Class B Common Stock was so surrendered, or to such
          holder's nominee or nominees, a certificate or certificates for the
          number of full shares of Class A Common Stock to which such holder
          shall be entitled as aforesaid. Such conversion shall be deemed to
          have been made as of the date of such surrender of Class B Common
          Stock to be converted, and the person or persons entitled to receive
          the Class A Common Stock issuable upon conversion of the Class B
          Common Stock shall be treated for all purposes as the record holder or
          holders of such Class A Common Stock on such date.

                    (D) The Corporation shall at all times reserve and keep
          available, out of its authorized and unissued shares, solely for the
          purpose of effecting the conversion of Class B Common Stock, such
          number of shares of Class A Common Stock as shall from time to time be
          sufficient to effect the conversion of all shares of Class B Common
          Stock which at any such times are convertible.

               (iv) MERGER AND LIQUIDATION RIGHTS. In the event of any merger or
     consolidation to which the Corporation is a party, the Class A Common Stock
     and the Class B Common Stock shall be of equal rank and shall entitle the
     holders thereof to equal rights and privileges. In the event of a
     dissolution or liquidation of the


                                      D-5
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     Corporation, or a sale of all its assets, whether voluntary or involuntary,
     or in the event of its insolvency or upon any distribution of its capital,
     the Class A Common Stock and the Class B Common Stock shall be of equal
     rank and shall entitle the holders thereof to equal rights and privileges.

               (v) RESTRICTION ON ISSUANCE OF CLASS B COMMON STOCK. Except in
     connection with the stock splits and stock dividends, the Corporation shall
     not issue any authorized shares of Class B Common Stock other than pursuant
     to Section 9.6 of the Reorganization Agreement, unless and until such
     issuance is authorized by the affirmative vote of the holders of at least
     66 2/3% of the outstanding shares of Class A Common Stock, voting as a
     separate class, and the affirmative vote of the holders of at least 66 2/3%
     of the outstanding shares of Class B Common Stock, voting as a separate
     class.

          FIFTH. (a) In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is authorized to make, alter, amend
or repeal any or all of the Bylaws of the Corporation; PROVIDED, HOWEVER, that
any Bylaw amendment adopted by the Board of Directors pursuant to paragraph (a)
of Article SEVENTH increasing or reducing the authorized number of Directors
shall require the affirmative vote of two-thirds of the total number of
Directors which the Corporation would have if there were no vacancies.

          (b) In addition, so long as any shares of Class B Common Stock are
issued and outstanding, new Bylaws may be adopted or the Bylaws may be
altered, amended or repealed by the affirmative vote of the holders of at
least 66 2/3% of the outstanding shares of Class A Common Stock, voting as a
separate class, and the affirmative vote of the holders of at least 66 2/3%
of the outstanding shares of Class B Common Stock, voting as a separate class.

          (c) In addition, from and after the time when no shares of Class B
Common Stock are issued and outstanding, new Bylaws may be adopted or the Bylaws
may be altered, amended or repealed by the affirmative vote of the holders of a
majority of the combined voting power of all shares of the Corporation entitled
to vote generally in the election of Directors, voting together as a single
class.

          SIXTH. (a) Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing of such stockholders.

          (b) Special meetings of stockholders of the Corporation may be called
only by the joint action of the Chairman of the Board of Directors and the
President or by the Chairman or the Secretary at the written request of a
majority of the total number of Directors which shall then constitute the whole
Board of Directors of the Corporation upon not fewer than 10 nor more than 60
days' prior written notice. The request shall be sent to the Chairman and the
Secretary and shall state the purposes of the proposed meeting. Special meetings
of holders of the outstanding Preferred Stock may be called in the manner and
for the purposes provided in the resolutions of the Board of Directors providing
for the issue of such stock. Business transacted at special meetings shall be
confined to the purpose or purposes stated in the notice of meeting.


                                      D-6
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          SEVENTH. (a) So long as any shares of Class B Common Stock are issued
and outstanding, the number of Directors which shall constitute the whole Board
of Directors of the Corporation shall be nine, subject to this Article SEVENTH.
From and after the time when there are no shares of Class B Common Stock issued
and outstanding, the number of Directors which shall constitute the whole Board
of Directors of this Corporation shall be as specified in the Bylaws of this
Corporation, subject to this Article SEVENTH.

          (b) Each Director shall serve for a term ending on the date of the
first annual meeting of stockholders following the annual meeting at which the
Director was elected. Notwithstanding the foregoing provisions of this Article
SEVENTH, each Director shall serve until his or her successor is duly elected
and qualified or until his or her earlier death, resignation or removal.

          (c) In the event of any increase or decrease in the authorized number
of Directors, each Director then serving as such shall nevertheless continue as
a Director until the expiration of his or her current term, or his or her
earlier resignation, removal from office or death.

          (d) From and after the time when there are no shares of Class B Common
Stock issued and outstanding, any Director or the entire Board of Directors may
be removed from office without cause by the affirmative vote of the holders of a
majority of the combined voting power of all shares of the Corporation entitled
to vote generally in the election of Directors, voting together as a single
class.

          EIGHTH. (a) (i) In addition to any affirmative vote required by law,
so long as any shares of Class B Common Stock are issued and outstanding, any
Business Combination (as hereinafter defined) shall require the affirmative vote
of the holders of at least 66 2/3% of the outstanding shares of Class A Common
Stock, voting as a separate class, and the affirmative vote of the holders of at
least 66 2/3% of the outstanding shares of Class B Common Stock, voting as a
separate class. In addition to any affirmative vote required by law, from and
after the time when there are no shares of Class B Common issued and
outstanding, any Business Combination shall require the affirmative vote of the
holders of a majority of the combined voting power of all shares of the
Corporation entitled to vote generally in the election of Directors, voting
together as a single class (for purposes of this Article EIGHTH, together with
any Class A Common Stock and Class B Common Stock, the "Voting Shares"). Such
affirmative votes shall be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified by law or in any
agreement with any national securities exchange or otherwise.

               (ii) The term "Business Combination" as used in this Article
     EIGHTH shall mean any transaction which is referred to in any one or more
     of the following clauses (A) through (E):

                    (A) any merger or consolidation of the Corporation or any
          Subsidiary (as hereinafter defined) with or into (i) any Interested
          Stockholder (as hereinafter defined) or (ii) any other Person (as
          hereinafter defined) (whether or not itself an Interested Stockholder)
          which is, or after such merger or


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          consolidation would be, an Affiliate (as hereinafter defined) or
          Associate (as hereinafter defined) of an Interested Stockholder, or

                    (B) any sale, lease, exchange, mortgage, pledge, transfer or
          other disposition (in one transaction or a series of related
          transactions) to or with, or proposed by or on behalf of, any
          Interested Stockholder or any Affiliate or Associate of any Interested
          Stockholder, of any assets of the Corporation or any Subsidiary
          constituting not less than 5% of the total assets of the Corporation,
          as reported in the consolidated balance sheet of the Corporation as of
          the end of the most recent quarter with respect to which such balance
          sheet has been prepared, or

                    (C) the issuance or transfer by the Corporation or any
          Subsidiary (in one transaction or a series of related transactions) of
          any securities of the Corporation or any Subsidiary to, or proposed by
          or on behalf of, any Interested Stockholder or any Affiliate or
          Associate of any Interested Stockholder in exchange for cash,
          securities or other property (or a combination thereof) constituting
          not less than 5% of the total assets of the Corporation, as reported
          in the consolidated balance sheet of the Corporation as of the end of
          the most recent quarter with respect to which such balance sheet has
          been prepared, or

                    (D) the adoption of any plan or proposal for the liquidation
          or dissolution of the Corporation, or any spin-off or split-up of any
          kind of the Corporation or any subsidiary, proposed by or on behalf of
          an Interested Stockholder or any Affiliate or Associate of any
          Interested Stockholder, or

                    (E) any reclassification of securities (including any
          reverse stock split), or recapitalization of the Corporation, or any
          merger or consolidation of the Corporation with any of its
          Subsidiaries or any similar transaction (whether or not with or into
          or otherwise involving an Interested Stockholder) which has the
          effect, directly or indirectly, of increasing the percentage of the
          outstanding shares of (i) any class of equity securities of the
          Corporation or any Subsidiary or (ii) any class of securities of the
          Corporation or any Subsidiary convertible into equity securities of
          the Corporation or any Subsidiary, represented by securities of such
          class which are directly or indirectly owned by any Interested
          Stockholder or any Affiliate or Associate of any Interested
          Stockholder.

          (b) The provisions of section (a) of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of this Certificate of Incorporation, if such Business Combination has
been approved by two-thirds of the whole Board of Directors.

          (c) For the purposes of this Article EIGHTH:

               (i) A "Person" shall mean any individual, firm, corporation,
     partnership, limited liability company or other entity.


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               (ii) "Interested Stockholder" shall mean, in respect of any
     Business Combination, any Person (other than the Corporation or any
     Subsidiary) who or which, as of the record date for the determination of
     stockholders entitled to notice of and to vote on such Business
     Combination, or immediately prior to the consummation of any such
     transaction:

                    (A) is or was, at any time within two years prior thereto,
          the Beneficial Owner (as hereinafter defined) of 10% or more of the
          then outstanding Voting Shares, or

                    (B) is an Affiliate or Associate of the Corporation and at
          any time within two years prior thereto was the Beneficial Owner of
          10% or more of the then outstanding Voting Shares, or

                    (C) is an assignee of or has otherwise succeeded to any
          shares of capital stock of the Corporation which were at any time
          within two years prior thereto beneficially owned by any Interested
          Stockholder, if such assignment or succession shall have occurred in
          the course of a transaction, or series of transactions, not involving
          a public offering within the meaning of the Securities Act of 1933, as
          amended.

               (iii) A "Person" shall be the "Beneficial Owner" of any Voting
     Shares.

                    (A) which such Person or any of its Affiliates and
          Associates (as hereinafter defined) beneficially own, directly or
          indirectly, or

                    (B) which such Person or any of its Affiliates or Associates
          has (i) the right to acquire (whether such right is exercisable
          immediately or only after the passage of time), pursuant to any
          agreement, arrangement or understanding or upon the exercise of
          conversion rights, exchange rights, warrants or options, or otherwise,
          or (ii) the right to vote pursuant to any agreement, arrangement or
          understanding, or

                    (C) which are beneficially owned, directly or indirectly, by
          any other Person with which such first mentioned Person or any of its
          Affiliates or Associates has any agreement, arrangement or
          understanding for the purposes of acquiring, holding, voting or
          disposing of any shares of capital stock of the Corporation.

               (iv) The outstanding Voting Shares shall include shares deemed
     owned through application of paragraph (iii) above, but shall not include
     any other Voting Shares which may be issuable pursuant to any agreement, or
     upon exercise of conversion rights, warrants or options, or otherwise.

               (v) "Affiliate" and "Associate" shall have the respective
     meanings given those terms in Rule 12b-2 of the General Rules and
     Regulations under the Securities Exchange Act of 1934, as in effect on the
     date of adoption of this Certificate of Incorporation (the "Exchange Act").


                                      D-9
<PAGE>

               (vi) "Subsidiary" shall mean any corporation of which a majority
     of any class of equity security (as defined in Rule 3a11-1 of the General
     Rules and Regulations under the Exchange Act) is owned, directly or
     indirectly, by the Corporation; PROVIDED, HOWEVER, that for the purposes of
     the definition of Interested Stockholder set forth in paragraph 2 of this
     section (c) the term "Subsidiary" shall mean only a Corporation of which a
     majority of each class of equity security is owned, directly or indirectly,
     by the Corporation.

          (d) Two-thirds of the whole Board of Directors shall have the power
and duty to determine for the purposes of this Article EIGHTH on the basis of
information known to them, (i) whether a Person is an Interested Stockholder,
(ii) the number of Voting Shares beneficially owned by any Person, (iii) whether
a Person is an Affiliate or Associate of another, (iv) whether a Person has an
agreement, arrangement or understanding with another as to the matters referred
to in paragraph (iii) of section (c) of this Article EIGHTH, or (iv) whether the
assets subject to any Business Combination or the consideration received for the
issuance or transfer of securities by the Corporation or any subsidiary
constitutes not less than 5% of the total assets of the Corporation.

          (e) Nothing contained in this Article EIGHTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.

          NINTH. Subject to the remainder of this Article NINTH, this
Corporation reserves the right to alter, change, amend or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred on stockholders herein are
granted subject to this reservation. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, so long any shares of Class B
Common Stock are issued and outstanding, the affirmative vote of the holders of
at least 66 2/3% of the outstanding shares of Class A Common Stock, voting as a
separate class, and the affirmative vote of the holders of at least 66 2/3% of
the outstanding shares of Class B Common Stock, voting as a separate class,
shall be required to alter, change, amend, repeal, or adopt any provision
inconsistent with, Article FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH or NINTH.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, from and after the time when there are no shares of Class B Common
Stock issued and outstanding, the affirmative vote of the holders of a majority
of the combined voting power of all shares of the Corporation entitled to vote
generally in the election of Directors, voting together as a single class, shall
be required to alter, change, amend, repeal, or adopt any provision inconsistent
with, Article FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH or NINTH.

          TENTH. The name and mailing address of the incorporator is [________].

          ELEVENTH. 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) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the Director derived any
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize, with the approval of a


                                      D-10
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Corporation's stockholders, further reductions in the liability of a
Corporation's Directors for breach of fiduciary duty, then a Director of the
Corporation shall not be liable for any such breach to the fullest extent
permitted by the Delaware General Corporation Law as so amended. Any repeal or
modification of the foregoing provisions of this Article ELEVENTH by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a Corporation pursuant to the General Corporation Law of
Delaware, do make this Certificate of Incorporation, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this _____ day of ______, 2000.




                                              ----------------------------------
                                                      , Incorporator

                                      D-11