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                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            TELE-COMMUNICATIONS, INC.

                                   ARTICLE I


                  The name of the corporation (which is hereinafter referred to
as the "Corporation") is:

                            Tele-Communications, Inc.

                                   ARTICLE II


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

                                  ARTICLE III


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

                                   ARTICLE IV


                  Section 1. Authorized Shares. The aggregate number of shares
of capital stock which the Corporation shall have authority to issue is three
billion five hundred fifty two million three hundred seventy-five thousand
ninety-six (3,552,375,096) shares, consisting of three billion five hundred
fifty million (3,550,000,000) shares of Common Stock, par value $.01 per share
("Common Stock"), and two million three hundred seventy-five thousand ninety-six
(2,375,096) shares of Preferred Stock, par value $.01 per share ("Preferred
Stock"). The Preferred Stock shall be divided into the following classes: seven
hundred thousand (700,000) shares shall be of a class designated Class A
Preferred Stock, par value $.01 per share ("Class A Preferred Stock"), and one
million six hundred seventy five thousand ninety six (1,675,096) shares shall be
of a class designated Class B 6% Cumulative Redeemable Exchangeable Junior
Preferred Stock, par value $.01 per share ("Class B Preferred Stock").

                  Section 2. Certain Definitions. Unless the context otherwise
requires, the terms defined in this Section 2 shall have, for all purposes of
this Article IV, the meanings herein specified:





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                  "Board of Directors" shall mean the Board of Directors of the
Corporation and, unless the context indicates otherwise, shall also mean, to the
extent permitted by law, any committee thereof authorized, with respect to any
particular matter, to exercise the power of the Board of Directors of the
Corporation with respect to such matter.

                  "Business Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in the City of New York, New York,
are not required to be open.

                  "capital stock" shall mean any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) corporate stock.

                  "Certificate" shall mean this Certificate of Incorporation of
the Corporation, as it may from time to time hereafter be amended or restated.

                  "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization, government or agency or political subdivision thereof, or other
entity, whether acting in an individual fiduciary or other capacity.

                  "Subsidiary" of any Person shall mean (i) a corporation a
majority of the capital stock of which, having voting power under ordinary
circumstances to elect directors, is at the time, directly or indirectly, owned
by such Person and/or one or more Subsidiaries of such Person and (ii) any other
Person (other than a corporation) in which such Person and/or one or more
Subsidiaries of such Person, directly or indirectly, has (x) a majority
ownership interest or (y) the power to elect or direct the election of a
majority of the members of the governing body of such first-named Person.

                   "Voting Securities" shall include the Common Stock and any
class or series of Preferred Stock entitled to vote with the holders of Common
Stock generally upon all matters which may be submitted to a vote of
stockholders at any annual meeting or special meeting thereof.

                  Section 3. Class A Preferred Stock. The Class A Preferred
Stock shall have the following preferences, limitations and relative rights:

                           1. Certain Definitions. Unless the context otherwise
         requires, the terms defined in this paragraph 1 shall have, for all
         purposes of this Section 3, the meanings herein specified:

                           "Common Stock" shall mean the Common Stock, par value
         $.01 per share, of the Corporation, which term shall include, where
         appropriate, in the case of any reclassification, recapitalization or
         other change in the Common Stock, or in the case of a consolidation or
         merger of the Corporation with or into another Person affecting the
         Common Stock, such capital stock to which a holder of Common Stock
         shall be entitled upon the occurrence of such event.



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                           "Dividend Payment Date" shall mean, for any Dividend
         Period, the last day of such Dividend Period which shall be the first
         day of March of each year, commencing with March 1, 1995, or the next
         succeeding Business Day if any such day is not a Business Day.

                           "Dividend Period" shall mean the period from the
         Issue Date to and including the first Dividend Payment Date and each
         annual period between consecutive Dividend Payment Dates.

                           "Issue Date" shall mean the date on which shares of
         Class A Preferred Stock are first issued.

                           "Junior Stock" shall mean (i) the Common Stock, (ii)
         the Class B Preferred Stock, (iii) any other class or series of capital
         stock, whether now existing or hereafter created, of the Corporation,
         other than (A) the Class A Preferred Stock, (B) any class or series of
         Parity Stock (except to the extent provided under clause (v) hereof)
         and (C) any Senior Stock, and (iv) any class or series of Parity Stock
         to the extent that it ranks junior to the Class A Preferred Stock as to
         dividend rights, rights of redemption or rights on liquidation, as the
         case may be. For purposes of clause (iv) above, a class or series of
         Parity Stock shall rank junior to the Class A Preferred Stock as to
         dividend rights, rights of redemption or rights on liquidation if the
         holders of shares of Class A Preferred Stock shall be entitled to
         dividend payment, payments on redemption or payments of amounts
         distributable upon dissolution, liquidation or winding up of the
         Corporation, as the case may be, in preference or priority to the
         holders of shares of such class or series.

                           "Liquidation Preference" measured per share of the
         Class A Preferred Stock as of any date in question (the "Determination
         Date") shall mean an amount equal to the sum of (a) the Stated
         Liquidation Value of such share, plus (b) an amount equal to all
         dividends accrued on such share which pursuant to paragraph 2(b) of
         this Section 3 have been added to and remain a part of the Liquidation
         Preference as of the Determination Date, plus (c) for purposes of
         determining the amounts payable pursuant to paragraph 3 and paragraph 4
         of this Section 3 and the definition of Redemption Price, an amount
         equal to all unpaid dividends accrued on such share during the period
         from the immediately preceding Dividend Payment Date (or the Issue Date
         if the Determination Date is on or prior to the first Dividend Payment
         Date) through and including the Determination Date, and, in the case of
         clauses (b) and (c) hereof, whether or not such unpaid dividends have
         been earned or declared or there are any unrestricted funds of the
         Corporation legally available for the payment of dividends. In
         connection with the determination of the Liquidation Preference of a
         share of Class A Preferred Stock upon redemption or upon liquidation,
         dissolution or winding up of the Corporation, the Determination Date
         shall be the applicable date of redemption or the date of distribution
         of amounts payable to stockholders in connection with any such
         liquidation, dissolution or winding up.

                           "Parity Stock" shall mean any class or series of
         capital stock, whether now existing or hereafter created, of the
         Corporation ranking on a parity basis with the Class A 



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         Preferred Stock as to dividend rights, rights of redemption or rights
         on liquidation. Capital stock of any class or series shall rank on a
         parity as to dividend rights, rights of redemption or rights on
         liquidation with the Class A Preferred Stock, whether or not the
         dividend rates, dividend payment dates, redemption or liquidation
         prices per share or sinking fund or mandatory redemption provisions, if
         any, are different from those of the Class A Preferred Stock, if the
         holders of shares of such class or series shall be entitled to dividend
         payments, payments on redemption or payments of amounts distributable
         upon dissolution, liquidation or winding up of the Corporation, as the
         case may be, in proportion to their respective accumulated and accrued
         and unpaid dividends, redemption prices or liquidations prices,
         respectively, without preference or priority, one over the other, as
         between the holders of shares of such class or series and the holders
         of Class A Preferred Stock. No class or series of capital stock that
         ranks junior to the Class A Preferred Stock as to rights on liquidation
         shall rank or be deemed to rank on a parity basis with the Class A
         Preferred Stock as to dividend rights or rights of redemption, unless
         the instrument creating or evidencing such class or series of capital
         stock otherwise expressly provides.

                           "Record Date" for the dividends payable on any
         Dividend Payment Date means the fifteenth day of the month preceding
         the month during which such Dividend Payment Date shall occur, or if
         any such day is not a Business Day, then on the next preceding Business
         Day, as and if designated by the Board of Directors.

                           "Redemption Date" as to any share of Class A
         Preferred Stock shall mean the date fixed for redemption of such share
         pursuant to paragraph 4(a) or (b) of this Section 3, provided that no
         such date will be a Redemption Date unless the applicable Redemption
         Price is actually paid in full on such date.

                           "Redemption Price" as to any share of Class A
         Preference Stock which is to be redeemed on any Redemption Date shall
         mean the Liquidation Preference thereof on such Redemption Date.

                           "Senior Stock" shall mean any class or series of
         capital stock, whether now existing or hereafter created, of the
         Corporation ranking prior to the Class A Preferred Stock as to dividend
         rights, rights of redemption or rights on liquidation. Capital stock of
         any class or series shall rank prior to the Class A Preferred Stock as
         to dividend rights, rights of redemption or rights on liquidation if
         the holders of shares of such class or series shall be entitled to
         dividend payments, payments on redemption or payments of amounts
         distributable upon dissolution, liquidation or winding up of the
         Corporation, as the case may be, in preference or priority to the
         holders of shares of Class A Preferred Stock. No class or series of
         capital stock that ranks on a parity basis with or junior to the Class
         A Preferred Stock as to rights on liquidation shall rank or be deemed
         to rank prior to the Class A Preferred Stock as to dividend rights or
         rights of redemption, notwithstanding that the dividend rate, dividend
         payment dates, sinking fund provisions, if any, or mandatory redemption
         provisions thereof are different from those of the Class A Preferred
         Stock, unless the instrument creating or evidencing such class or
         series of capital stock otherwise expressly provides.




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                           "Special Record Date" has the meaning ascribed to
         such term in paragraph 2(b) of this Section 3.

                           "Stated Liquidation Value" of a share of Class A
         Preferred Stock means $322.84.

                           2. Dividends.

                           (a) DIVIDEND RIGHTS; DIVIDEND PAYMENT DATES. Subject
         to the prior preferences and other rights of any Senior Stock and the
         provisions of paragraph 5 hereof, the holders of Class A Preferred
         Stock shall be entitled to receive, when and as declared by the Board
         of Directors, out of unrestricted funds legally available therefor,
         cumulative dividends, in preference to dividends on any Junior Stock,
         that shall accrue on each share of Class A Preferred Stock at the rate
         of 9 3/8% per annum of the Stated Liquidation Value of such share from
         the Issue Date to and including the date on which the Liquidation
         Preference of such share is made available (whether on liquidation,
         dissolution, or winding up of the Corporation or, in the case of
         paragraph 4 of this Section 3, upon the applicable Redemption Date).
         Accrued dividends on the Class A Preferred Stock will be payable, as
         provided in paragraph 2(c) below, annually on each Dividend Payment
         Date to the holders of record of the Class A Preferred Stock as of the
         close of business on the Record Date for such dividend payment.
         Dividends shall be fully cumulative and shall accrue (without interest
         or compounding) on a daily basis without regard to the occurrence of a
         Dividend Payment Date and whether or not such dividends are declared
         and whether or not there are any unrestricted funds of the Corporation
         legally available for the payment of dividends. The amount of dividends
         "accrued" as of the first Dividend Payment Date and as of any date that
         is not a Dividend Payment Date shall be calculated on the basis of the
         foregoing rate per annum for the actual number of days elapsed from the
         Issue Date (in the case of the first Dividend Payment Date and any date
         prior to the first Dividend Payment Date) or the last preceding
         Dividend Payment Date (in the case of any other date) to and including
         the date as of which such determination is to be made, based on a 365-
         or 366-day year, as the case may be.

                           (b) SPECIAL RECORD DATE. On each Dividend Payment
         Date, all dividends that have accrued on each share of Class A
         Preferred Stock during the immediately preceding Dividend Period shall,
         to the extent not paid as provided in paragraph 2(c) below on such
         Dividend Payment Date for any reason (whether or not such unpaid
         dividends have been earned or declared or there are any unrestricted
         funds of the Corporation legally available for the payment of
         dividends), be added to the Liquidation Preference of such share and
         will remain a part thereof until such dividends are paid as provided in
         paragraph 2(c) below. No interest or additional dividends will accrue
         or be payable with respect to any dividend payment on the Class A
         Preferred Stock that may be in arrears or with respect to that portion
         of any other payment on the Class A Preferred Stock that is in arrears
         which consists of accumulated or accrued and unpaid dividends. Such
         accumulated or accrued and unpaid dividends may be declared and paid at
         any time (subject to the rights of any Senior Stock and, if applicable,
         to the concurrent satisfaction of any dividend arrearages then existing
         with respect to any Parity Stock which ranks on a 




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         parity basis with the Class A Preferred Stock as to the payment of
         dividends) without reference to any regular Dividend Payment Date, to
         holders of record as of the close of business on such date, not more
         than 45 days nor less than 10 days preceding the payment date thereof,
         as may be fixed by the Board of Directors (the "Special Record Date").
         Notice of each Special Record Date shall be given, not more than 45
         days nor less than 10 days prior thereto, to the holders of record of
         the shares of Class A Preferred Stock.

                           (c) METHOD OF PAYMENT. All dividends payable with
         respect to the shares of Class A Preferred Stock shall be declared and
         paid in cash. All dividends paid with respect to the shares of Class A
         Preferred Stock pursuant to this paragraph 2 shall be paid pro rata to
         all the holders of shares of Class A Preferred Stock outstanding on the
         applicable Record Date or Special Record Date, as the case may be.

                           3. Distributions Upon Liquidation, Dissolution or
         Winding Up.

                           Subject to the prior payment in full of the
         preferential amounts to which any Senior Stock is entitled, in the
         event of any liquidation, dissolution or winding up of the Corporation,
         whether voluntary or involuntary, the holders of Class A Preferred
         Stock shall be entitled to receive from the assets of the Corporation
         available for distribution to stockholders, before any payment or
         distribution shall be made to the holders of any Junior Stock, an
         amount in cash or property at its fair market value, as determined by
         the Board of Directors in good faith, or a combination thereof, per
         share, equal to the Liquidation Preference of a share of Class A
         Preferred Stock as of the date of payment or distribution, which
         payment or distribution shall be made pari passu with any such payment
         or distribution made to the holders of any Parity Stock ranking on a
         parity basis with the Class A Preferred Stock with respect to
         distributions upon liquidation, dissolution or winding up of the
         Corporation. The holders of Class A Preferred Stock shall be entitled
         to no other or further distribution of or participation in any
         remaining assets of the Corporation after receiving the Liquidation
         Preference per share. If, upon distribution of the Corporation's assets
         in liquidation, dissolution or winding up, the assets of the
         Corporation to be distributed among the holders of the Class A
         Preferred Stock and to all holders of any Parity Stock ranking on a
         parity basis with the Class A Preferred Stock with respect to
         distributions upon liquidation, dissolution or winding up shall be
         insufficient to permit payment in full to such holders of the
         respective preferential amounts to which they are entitled, then the
         entire assets of the Corporation to be distributed to holders of the
         Class A Preferred Stock and such Parity Stock shall be distributed pro
         rata to such holders based upon the aggregate of the full preferential
         amounts to which the shares of Class A Preferred Stock and such Parity
         Stock would otherwise respectively be entitled. Neither the
         consolidation or merger of the Corporation with or into any other
         corporation or corporations nor the sale, transfer or lease of all or
         substantially all of the assets of the Corporation shall itself be
         deemed to be a liquidation, dissolution or winding up of the
         Corporation within the meaning of this paragraph 3. Notice of the
         liquidation, dissolution or winding up of the Corporation shall be
         given, not less than 20 days prior to the date on which such
         liquidation, dissolution or winding up is expected to take place or
         become effective, to the holders or record of the shares of Class A
         Preferred Stock.




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                           4. Redemption.

                           (a) MANDATORY REDEMPTION. Subject to the rights of
         any Senior Stock and the provisions of paragraph 5 of this Section 3,
         the Corporation shall redeem, out of funds legally available therefor,
         on the twelfth anniversary of the Issue Date (or, if such day is not a
         Business Day, on the first Business Day thereafter), all shares of
         Class A Preferred Stock remaining outstanding at the Redemption Price
         on the Redemption Date. If the funds of the Corporation legally
         available for redemption of shares of the Class A Preferred Stock or
         Parity Stock then required to be redeemed are insufficient to redeem
         the total number of such shares remaining outstanding, those funds
         which are legally available shall, subject to the rights of any Senior
         Stock and the provisions of paragraph 5, be used to redeem the maximum
         possible number of shares of Class A Preferred Stock and Parity Stock.
         Subject to the rights of any Senior Stock and the provisions of
         paragraph 5 hereof, at any time and from time to time thereafter when
         additional funds of the Corporation are legally available for such
         purpose, such funds shall immediately be used to redeem the shares of
         Class A Preferred Stock and Parity Stock which are required to be
         redeemed that the Corporation failed to redeem until the balance of
         such shares has been redeemed. The selection of shares to be redeemed
         pursuant to the two immediately preceding sentences shall be made on a
         pro rata basis as among the different classes or series and as among
         the holders of shares of a particular class or series.

                           (b) OPTIONAL REDEMPTION. Subject to the rights of any
         Senior Stock and the provisions of paragraph 5 of this Section 3, the
         shares of Class A Preferred Stock may be redeemed, at the option of the
         Corporation by the action of the Board of Directors, in whole or from
         time to time in part, on any Business Day occurring after the Issue
         Date, at the Redemption Price on the Redemption Date. If less than all
         outstanding shares of Class A Preferred Stock are to be redeemed on any
         Redemption Date, the shares of Class A Preferred Stock to be redeemed
         shall be chosen pro rata among all holders of Class A Preferred Stock.
         The Corporation shall not be required to register a transfer of (i) any
         shares of Class A Preferred Stock for a period of 15 days next
         preceding any selection of shares of Class A Preferred Stock to be
         redeemed or (ii) any shares of Class A Preferred Stock selected or
         called for redemption.

                           (c) NOTICE OF REDEMPTION. Notice of redemption shall
         be given by or on behalf of the Corporation, not more than 60 days nor
         less than 30 days prior to the Redemption Date, to the holders of
         record of the shares of Class A Preferred Stock to be redeemed; but no
         defect in such notice or in the mailing thereof shall affect the
         validity of the proceedings for the redemption of any shares of Class A
         Preferred Stock. In addition to any information required by law or by
         the applicable rules of any national securities exchange or national
         interdealer quotation system on which the Class A preferred Stock may
         be listed or admitted to trading or quoted, such notice shall set forth
         the Redemption Price, the Redemption Date, the number of shares to be
         redeemed and the place at which the shares called for redemption will,
         upon presentation and surrender of the stock certificates evidencing
         such shares, be redeemed. In the event that fewer than the total number
         of shares of Class A Preferred Stock represented by a certificate are




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         redeemed, a new certificate representing the number of unredeemed
         shares will be issued to the holder thereof without cost to such
         holder.

                           (d) DEPOSIT OF REDEMPTION PRICE. If notice of any
         redemption by the Corporation pursuant to this paragraph 4 shall have
         been given as provided in paragraph 4(c) above, and if on or before the
         Redemption Date specified in such notice an amount in cash sufficient
         to redeem in full on the Redemption Date at the Redemption Price all
         shares of Class A Preferred Stock called for redemption shall have been
         set apart so as to be available for such purpose and only for such
         purpose, then effective as of the close of business on the Redemption
         Date, the shares of Class A Preferred Stock called for redemption,
         notwithstanding that any certificate therefor shall not have been
         surrendered for cancellation, shall no longer be deemed outstanding,
         and the holders thereof shall cease to be stockholders with respect to
         such shares and all rights with respect to such shares shall forthwith
         cease and terminate, except the right of the holders thereof to receive
         the Redemption Price of such shares, without interest, upon the
         surrender of certificates representing the same.

                           (e) STATUS OF REDEEMED SHARES. All shares of Class A
         Preferred Stock redeemed, exchanged, purchased or otherwise acquired by
         the Corporation shall be retired and shall not be reissued.

                           5. Limitations on Dividends and Redemptions.

                           If at any time the Corporation shall have failed to
         pay, or declare and set aside the consideration sufficient to pay, full
         cumulative dividends for all prior dividends periods on any Parity
         Stock which by the terms of the instrument creating or evidencing such
         Parity Stock is entitled to the payment of such cumulative dividends
         prior to the redemption, exchange, purchase or other acquisition of the
         Class A Preferred Stock, and until full cumulative dividends on such
         Parity Stock for all prior dividend periods are paid, or declared and
         the consideration sufficient to pay the same in full is set aside so as
         to be available for such purpose and no other purpose, neither the
         Corporation nor any Subsidiary thereof shall redeem, exchange, purchase
         or otherwise acquire any shares of Class A Preferred Stock, Parity
         Stock or Junior Stock, or set aside any money or assets for any such
         purpose, pursuant to paragraph 4 hereof, a sinking fund or otherwise,
         unless all then outstanding shares of Class A Preferred Stock, of such
         Parity Stock and of any other class of series of Parity Stock that by
         the terms of the instrument creating or evidencing such Parity Stock is
         required to be redeemed under such circumstances are redeemed or
         exchanged pursuant to the terms hereof and thereof.

                           If at any time the Corporation shall have failed to
         pay, or declare and set aside the consideration sufficient to pay, full
         cumulative dividends on the Class A Preferred Stock for all Dividend
         Periods ending on or before the immediately preceding Dividend Payment
         Date, and until full cumulative dividends on the Class A Preferred
         Stock for all Dividend Periods ending on or before the immediately
         preceding Dividend Payment Date are paid, or declared and the
         consideration sufficient to pay the same in full is set aside so as to
         be available for such purpose and no other purpose, neither the



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         Corporation nor any Subsidiary thereof shall redeem, exchange, purchase
         or otherwise acquire any shares of Class A Preferred Stock, Parity
         Stock or Junior Stock, or set aside any money or assets for any such
         purpose, pursuant to paragraph 4 hereof, a sinking fund or otherwise,
         unless all then outstanding shares of Class A Preferred Stock and of
         any other class or series of Parity Stock that by the terms of the
         instrument creating or evidencing such Parity Stock is required to be
         redeemed under such circumstances are redeemed or exchanged pursuant to
         the terms hereof and thereof.

                           If at any time the Corporation shall have failed to
         pay, or declare and set aside the consideration sufficient to pay, full
         cumulative dividends on the Class A Preferred Stock for all Dividend
         Periods ending on or before the immediately preceding Dividend Payment
         Date, and until full cumulative dividends on the Class A Preferred
         Stock for all Dividend Periods ending on or before the immediately
         preceding Dividend Payment Date are paid, or declared and the
         consideration sufficient to pay the same in full is set aside for such
         purpose and no other purpose, the Corporation shall not declare or pay
         any dividend on or make any distribution with respect to any Junior
         Stock or Parity Stock or set aside any money or assets for any such
         purpose, except that the Corporation may declare and pay a dividend on
         any Parity Stock ranking on a parity basis with the Class A Preferred
         Stock with respect to the right to receive dividend payments,
         contemporaneously with the declaration and payment of a dividend on the
         Class A Preferred Stock, provided that such dividends are declared and
         paid pro rata so that the amount of dividends declared and paid per
         share of the Class A Preferred Stock and such Parity Stock shall in all
         cases bear to each other the same ratio that accumulated and accrued
         and unpaid dividends per share on the Class A Preferred Stock and such
         Parity Stock bear to each other.

                           If the Corporation shall fail to redeem on any date
         fixed for redemption or exchange pursuant to paragraph 4 hereof any
         shares of Class A Preferred Stock called for redemption on such date,
         and until such shares are redeemed in full, the Corporation shall not
         redeem or exchange any Parity Stock or Junior Stock or declare or pay
         any dividend on or make any distribution with respect to any Junior
         Stock, or set aside any money or assets for any such purpose, and
         neither the Corporation nor any Subsidiary thereof shall purchase or
         otherwise acquire any Class A Preferred Stock, Parity Stock or Junior
         Stock, or set aside any money or assets for any such purpose.

                           Neither the Corporation nor any Subsidiary thereof
         shall redeem, exchange, purchase or otherwise acquire any Parity Stock
         or Junior Stock, or set aside any money or assets for any such purpose,
         if after giving effect to such redemption, exchange, purchase or other
         acquisition, the amount (as determined by the Board of Directors in
         good faith) that would be available for distribution to the holders of
         the Class A Preferred Stock upon liquidation, dissolution or winding up
         of the Corporation if such liquidation, dissolution or winding up were
         to occur on the date fixed for such redemption, exchange, purchase or
         other acquisition of such Parity Stock or Junior Stock would be less
         than the aggregate Liquidation Preference as of such date of all shares
         of Class A Preferred Stock then outstanding.



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                           Nothing contained in the first, fourth or fifth
         paragraph of this paragraph 5 shall prevent (i) the payment of
         dividends on any Junior Stock solely in shares of Junior Stock or the
         redemption, purchase or other acquisition of Junior Stock solely in
         exchange for (together with a cash adjustment for fractional shares, if
         any), or (but only in the case of the first and fifth paragraphs
         hereof) through the application of the proceeds from the sale of,
         shares of Junior Stock; or (ii) the payment of dividends on any Parity
         Stock solely in shares of Parity Stock and/or Junior Stock or the
         redemption, exchange, purchase or other acquisition of Class A
         Preferred Stock or Parity Stock solely in exchange for (together with a
         cash adjustment for fractional shares, if any), or (but only in the
         case of the first and fifth paragraphs hereof) through the application
         of the proceeds from the sale of, shares of Parity Stock and/or Junior
         Stock.

                           The provisions of the first paragraph of this
         paragraph 5 are for the sole benefit of the holders of Class A
         Preferred Stock and Parity Stock having the terms described therein and
         accordingly, at any time when there are no shares of any such class or
         series of Parity Stock outstanding or if the holders of each such class
         or series of Parity Stock have, by such vote or consent of the holders
         thereof as may be provided for in the instrument creating or evidencing
         such class or series, waived in whole or in part the benefit of such
         provisions (either generally or in the specific instance), then the
         provisions of the first paragraph of this paragraph 5 shall not (to the
         extent waived, in the case of any partial waiver) restrict the
         redemption, exchange, purchase or other acquisition of any shares of
         Class A Preferred Stock, Parity Stock or Junior Stock. All other
         provisions of this paragraph 5 are for the sole benefit of the holders
         of Class A Preferred Stock and accordingly, if the holders of shares of
         Class A Preferred Stock shall have waived (as provided in paragraph 7
         of this Section 3 ) in whole or in part the benefit of the applicable
         provisions, either generally or in the specific instance, such
         provision shall not (to the extent of such waiver, in the case of a
         partial waiver) restrict the redemption, exchange, purchase or other
         acquisition of, or declaration, payment or making of any dividends or
         distributions on the Class A Preferred Stock, any Parity Stock or any
         Junior Stock.

                           6. Voting.

                           (a) VOTING RIGHTS. The holders of Class A Preferred
         Stock shall have no voting rights whatsoever, except as required by law
         and except for the voting rights described in this paragraph 6;
         provided, however, that the number of authorized shares of Class A
         Preferred Stock may be increased or decreased (but not below the number
         of shares of Class A preferred Stock then outstanding) by the
         affirmative vote of the holders of at least 66 2/3 of the total voting
         power of the then outstanding Voting Securities, voting together as a
         single class. Without limiting the generality of the foregoing, no vote
         or consent of the holders of Class A Preferred Stock shall be required
         for (a) the creation of any indebtedness of any kind of the
         Corporation, (b) the creation or designation of any class or series of
         Senior Stock, Parity Stock or Junior Stock, or (c) any amendment to
         this Certificate that would increase the number of authorized shares of
         Preferred Stock or the number of authorized shares of Class A Preferred
         Stock or that would decrease the number of authorized shares of Class A
         Preferred Stock or the number 




                                      -10-
<PAGE>   11


         of authorized shares of Class A Preferred Stock (but not below the
         number of shares of Preferred Stock or Class A Preferred Stock, as the
         case may be, then outstanding).

                           (b) ELECTION OF DIRECTORS. The holders of the Class A
         Preferred Stock shall have the right to vote at any annual or special
         meeting of stockholders for the purpose of electing directors. Each
         share of Class A Preferred Stock shall have one vote for such purpose,
         and shall vote as a single class with any other class or series of
         capital stock of the Corporation entitled to vote in any general
         election of directors, unless the instrument creating or evidencing
         such class or series of capital stock otherwise expressly provides.

                           7. Waiver.

                           Any provision of this Section 3 which, for the
         benefit of the holders of Class A Preferred Stock, prohibits, limits or
         restricts actions by the Corporation, or imposes obligations on the
         Corporation, may be waived in whole or in part, or the application of
         all or any part of such provision in any particular circumstance or
         generally may be waived, in each case with the consent of the holders
         of at least a majority of the number of shares of Class A Preferred
         Stock then outstanding (or such greater percentage thereof as may be
         required by applicable law or any applicable rules of any national
         securities exchange or national interdealer quotation system), either
         in writing or writing or by vote at an annual meeting or a meeting
         called for such purpose at which the holders of Class A Preferred Stock
         shall vote as a separate class.

                           8. Method of Giving Notices.

                           Any notice required or permitted by the provisions of
         this Section 3 to be given to the holders of share of Class A Preferred
         Stock shall be deemed duly given if deposited in the United States
         mail, first class mail, postage prepaid, and addressed to each holder
         of record at his address appearing on the books of the Corporation or
         supplied by him in writing to the Corporation for the purpose of such
         notice.

                           9. Exclusion of Other Rights.

                           Except as may otherwise be required by law and except
         for the equitable rights and remedies which may otherwise be available
         to holders of Class A Preferred Stock, the shares of Class A Preferred
         Stock shall not have any designations, preferences, limitations or
         relative rights other than those specifically set forth in this
         Certificate.

                           10. Heading of Subdivisions.

                           The headings of the various subdivisions of this
         Section are for convenience of reference only and shall not affect the
         interpretation of any of the provisions of this Section.

         Section 4. Class B Preferred Stock. The Class B Preferred Stock shall
have the following preferences, limitations and relative rights:



                                      -11-
<PAGE>   12

                           1. Certain Definitions. Unless the context otherwise
         requires, the terms defined in this paragraph 1 shall have, for all
         purposes of this Section 4, the meanings herein specified:

                           "Average Market Price" as of any Record Date or
         Special Record Date for a dividend payment declared by the Board of
         Directors means the average of the daily Current Market Prices of the
         Common Stock for a period of 20 consecutive trading days ending on the
         tenth trading day prior to such Record Date or Special Record Date,
         appropriately adjusted to take into account any stock dividends on the
         Common Stock, or any stock splits, reclassifications or combinations of
         the Common Stock, during the period following the first of such 20
         trading days and ending on the last full trading day immediately
         preceding the Dividend Payment Date or other date fixed for the payment
         of dividends to which such Record Date or Special Record Date, as the
         case may be, relates.

                           "Common Stock" shall mean the common stock, par value
         $.01 per share, of the Corporation, which term shall include, where
         appropriate, in the case of any reclassification, recapitalization or
         other change in the Common Stock, or in the case of a consolidation or
         merger of the Corporation with or into another Person affecting the
         Common Stock, such capital stock to which a holder of Common Stock
         shall be entitled upon the occurrence of such event.

                           "Current Market Price" of a share of Common Stock on
         any day means the last reported per share sale price (or, if no sale
         price is reported, the average of the high and low bid prices) of the
         Common Stock on such day on the Nasdaq National Market or as quoted by
         the National Quotation Bureau incorporated, or if the Common Stock is
         listed on an exchange, on the principal exchange on which the Common
         Stock is listed. In the event that no such quotation is available for
         any day, the Board of Directors shall be entitled to determine the
         Current Market Price on the basis of such quotations as it considers
         appropriate.

                           "Dividend Payment Date" shall mean, for any Dividend
         Period, the last day of such Dividend Period which shall be the first
         day of March of each year, commencing with March 1, 1995, or the next
         succeeding Business Day if any such day is not a Business Day.

                           "Dividend Period" shall mean the period from the
         Initial Accrual Date to and including the first Dividend Payment Date
         and each annual period between consecutive Dividend Payment Dates.

                           "Initial Accrual Date", when used with respect to the
         shares of Class B Preferred Stock, shall mean March 2, 1994.

                           "Issue Date" shall mean the date on which shares of
         Class B Preferred Stock are first issued.



                                      -12-
<PAGE>   13

                           "Junior Exchange Notes" shall mean junior
         subordinated debt securities of the Corporation of a series to be
         issued under the Junior Exchange Note Indenture in exchange for shares
         of Class B Preferred Stock as contemplated by paragraphs 4(d) and (f)
         of this Section 4.

                           "Junior Exchange Note Indenture" shall mean an
         indenture substantially in the form annexed as Exhibit 4.5 to the S-4
         Registration Statement, as supplemented by a supplemental indenture
         substantially in the form annexed as Exhibit 1 to such form of
         indenture, as said indenture and supplemental indenture may be amended
         or further supplemented from time to time (subject to any applicable
         restrictions of this Certificate) and, unless the context indicates
         otherwise, shall include the form and terms of the Junior Exchange
         Notes established as contemplated thereunder.

                           "Junior Stock" shall mean (i) the Common Stock, (ii)
         any other class or series of capital stock, whether now existing or
         hereafter created, of the Corporation, other than (A) the Class A
         Preferred Stock, (B) the Class B Preferred Stock, (C) any class or
         series of Parity Stock (except to the extent provided under clause (iv)
         hereof) and (D) any Senior Stock, and (iii) any class or series of
         Parity Stock to the extent that it ranks junior to the Class B
         Preferred Stock as to dividend rights, rights of redemption or rights
         on liquidation, as the case may be. For purposes of clause (iii) above,
         a class or series of Parity Stock shall rank junior to the Class B
         Preferred Stock as to dividend rights, rights of redemption or rights
         on liquidation if the holders of shares of Class B Preferred Stock
         shall be entitled to dividend payments, payments on redemption or
         payments of amounts distributable upon dissolution, liquidation or
         winding up of the Corporation, as the case may be, in preference or
         priority to the holders of shares of such class or series.

                           "Liquidation Preference" measured per share of the
         Class B Preferred Stock as of any date in question (the "Determination
         Date") shall mean an amount equal to the sum of (a) the Stated
         Liquidation Value of such share, plus (b) an amount equal to all
         dividends accrued on such share which pursuant to paragraph 2(b) of
         this Section 4 have been added to and remain a part of the Liquidation
         Preference as of the Determination Date, plus (c) for purposes of
         determining the amounts payable pursuant to paragraph 3 and paragraph 4
         of this Section 4 and the definition of Redemption Price, an amount
         equal to all unpaid dividends accrued on such share during the period
         from the immediately preceding Dividend Payment Date (or the Initial
         Accrual Date if the Determination Date is on or prior to the first
         Dividend Payment Date) through and including the Determination Date,
         and, in the case of clauses (b) and (c) hereof, whether or not such
         unpaid dividends have been earned or declared or there are any
         unrestricted funds of the Corporation legally available for the payment
         of dividends. In connection with the determination of the Liquidation
         Preference of a share of Class B Preferred Stock upon redemption or
         upon liquidation, dissolution or winding up of the Corporation, the
         Determination Date shall be the applicable date of redemption or the
         date of distribution of amounts payable to stockholders in connection
         with any such liquidation, dissolution or winding up.




                                      -13-
<PAGE>   14

                           "1933 Act" shall mean the Securities Act of 1933, as
         amended from time to time, or any successor statute, and the rules and
         regulations promulgated thereunder.

                           "Optional Exchange Date" shall mean the date fixed
         for the exchange of shares of Class B Preferred Stock pursuant to
         paragraph 4(d) of this Section 4, provided that such date will not be
         the Optional Exchange Date unless on or before such date all conditions
         to the issuance and delivery of Junior Exchange Notes upon such
         exchange contained in paragraph 4(f) of this Section 4 have been
         satisfied.

                           "Parity Stock" shall mean any class or series of
         capital stock, whether now existing or hereafter created, of the
         Corporation ranking on a parity basis with the Class B Preferred Stock
         as to dividend rights, rights of redemption or rights on liquidation.
         Capital stock of any class or series shall rank on a parity as to
         dividend rights, rights of redemption or rights on liquidation with the
         Class B Preferred Stock, whether or not the dividend rates, dividend
         payment dates, redemption or liquidation prices per share or sinking
         fund or mandatory redemption provisions, if any, are different from
         those of the Class B Preferred Stock, if the holders of shares of such
         class or series shall be entitled to dividend payments, payments on
         redemption or payments of amounts distributable upon dissolution,
         liquidation or winding up of the Corporation, as the case may be, in
         proportion to their respective accumulated and accrued and unpaid
         dividends, redemption prices or liquidations prices, respectively,
         without preference or priority, one over the other, as between the
         holders of shares of such class or series and the holders of Class B
         Preferred Stock. No class or series of capital stock that ranks junior
         to the Class B Preferred Stock as to rights on liquidation shall rank
         or be deemed to rank on a parity basis with the Class B Preferred Stock
         as to dividend rights of redemption, unless the instrument creating or
         evidencing such class or series of capital stock otherwise expressly
         provides.

                           "Record Date" for the dividends payable on any
         Dividend Payment Date means the fifteen day of the month preceding the
         month during which such Dividend Payment Date shall occur, or if any
         such day is not a Business Day, then on the next preceding Business
         Day, as and if designated by the Board of Directors.

                           "Redemption Agent" has the meaning ascribed to such
         term in paragraph 4(c) of this Section 4.

                           "Redemption Date" as to any share of Class B
         Preferred Stock shall mean the date fixed for redemption of such share
         pursuant to paragraph 4(a) of this Section 4, provided that no such
         date will be a Redemption Date unless the applicable Redemption Price
         is actually paid in full on such date or the consideration sufficient
         for the payment thereof, and for no purpose, has been set apart or
         deposited in trust as contemplated by paragraph 4(c) of this Section 4.

                           "Redemption Price" as to any share of Class B
         Preferred Stock which is to redeemed on any Redemption Date shall mean
         the Liquidation Preference thereof on such Redemption Date.



                                      -14-
<PAGE>   15

                           "S-4 Registration Statement" shall mean the
         Corporation's Registration Statement on Form S-4 (Reg. No. 33-54263)
         filed with the Securities and Exchange Commission pursuant to the
         Securities Act of 1933 and declared effective on June 28, 1994.

                           "Senior Stock" shall mean (i) the Class A Preferred
         Stock and (ii) any other class or series of capital stock, whether now
         existing or hereafter created, of the Corporation ranking prior to the
         Class B Preferred Stock as to dividend rights, rights of redemption or
         rights on liquidation. Capital stock of any class or series shall rank
         prior to the Class B Preferred Stock as to dividend rights, rights of
         redemption or rights on liquidation if the holders of shares of such
         class or series shall be entitled to dividend payments, payments on
         redemption or payments of amounts distributable upon dissolution,
         liquidation or winding up of the Corporation, as the case may be, in
         preference or priority to the holders of shares of Class B Preferred
         Stock. No class or series of capital stock that ranks on a parity basis
         with or junior to the Class B Preferred Stock as to rights on
         liquidation shall rank or be deemed to rank prior to the Class B
         Preferred Stock as to dividend rights or rights of redemption,
         notwithstanding that the dividend rate, dividend payment dates, sinking
         fund provisions, if any, or mandatory redemption provisions thereof are
         different from those of the Class B Preferred Stock, unless the
         instrument creating or evidencing such class or series of capital stock
         otherwise expressly provides.

                           "Special Record Date" has the meaning ascribed to
         such term in paragraph 2(b) of this Section 4.

                           "Stated Liquidation Value" of a share of Class B
         Preferred Stock means $100.

                           "TIA" shall mean the Trust Indenture Act of 1939 (or
         any successor statute) as in effect on the date the Junior Exchange
         Note Indenture is or is required to be qualified thereunder in
         accordance with paragraph 4 of this Section 4.

                           2. Dividends.

                           (a) DIVIDEND RIGHTS; DIVIDEND PAYMENT DATES. Subject
         to the prior preferences and other rights of any Senior Stock and the
         provisions of paragraph 5 hereof, the holders of Class B Preferred
         Stock shall be entitled to receive, when and as declared by the Board
         of Directors, out of unrestricted funds legally available therefor,
         cumulative dividends, in preference to dividends on any Junior Stock,
         that shall accrue on each share of Class B Preferred Stock at the rate
         of 6.0% per annum of the Stated Liquidation Value of such share from
         the Initial Accrual Date to and including the date on which the
         Liquidation Preference of such share is made available (whether on
         liquidation, dissolution, or winding up of the Corporation or, in the
         case of paragraph 4 of this Section 4, upon the applicable Redemption
         Date or Optional Exchange Date). Accrued dividends on the Class B
         Preferred Stock will be payable, as provided in paragraph 2(c) below,
         annually on each Dividend Payment Date to the holders of record 



                                      -15-
<PAGE>   16

         of the Class B Preferred Stock as of the close of business on the
         Record Date for such dividend payment. Dividends shall be fully
         cumulative and shall accrue (without interest or compounding) on a
         daily basis without regard to the occurrence of a Dividend Payment Date
         and whether or not such dividends are declared and whether or not there
         are any unrestricted funds of the Corporation legally available for the
         payment of dividends. The amount of dividends "accrued" as of the first
         Dividend Payment Date and as of any date that is not a Dividend Payment
         Date shall be calculated on the basis of the foregoing rate per annum
         for the actual number of days elapsed from the Initial Accrual Date (in
         the case of the first Dividend Payment Date and any date prior to the
         first Dividend Payment Date) or the last preceding Dividend Payment
         Date (in the case of any other date) to and including the date as of
         which such determination is to be made, based on a 365- or 366-day
         year, as the case may be.

                           (b) SPECIAL RECORD DATE. On each Dividend Payment
         Date, all dividends that have accrued on each share of Class B
         Preferred Stock during the immediately preceding Dividend Period shall,
         to the extent not paid as provided in paragraph 2(c) below on such
         Dividend Payment Date for any reason (whether or not such unpaid
         dividends have been earned or declared or there are any unrestricted
         funds of the Corporation legally available for the payment of
         dividends), be added to the Liquidation Preference of such share and
         will remain a part thereof until such dividends are paid as provided in
         paragraph 2(c) below. No interest or additional dividends will accrue
         or be payable (whether in cash, shares of Common Stock or otherwise)
         with respect to any dividend payment on the Class B Preferred Stock
         that may be in arrears or with respect to that portion of any other
         payment on the Class B Preferred Stock that is in arrears which
         consists of accumulated or accrued and unpaid dividends. Such
         accumulated or accrued and unpaid dividends may be declared and paid at
         any time (subject to the rights of any Senior Stock and, if applicable,
         to the concurrent satisfaction of any dividend arrearages then existing
         with respect to any Parity Stock which ranks on a parity basis with the
         Class B Preferred Stock as to the payment of dividends) without
         reference to any regular Dividend Payment Date, to holders of record as
         of the close of business on such date, not more than 45 days nor less
         than 10 days preceding the payment date thereof, as may be fixed by the
         Board of Directors (the "Special Record Date"). Notice of each Special
         Record Date shall be given, not more than 45 days nor less than 10 days
         prior thereto, to the holders of record of the shares of Class B
         Preferred Stock.

                           (c) METHOD OF PAYMENT. All dividends payable with
         respect to the shares of Class B Preferred Stock may be declared and
         paid, in the sole discretion of the Board of Directors, in cash,
         through the issuance of shares of Common Stock or in any combination of
         the foregoing, provided, however, that if on any Dividend Payment Date
         or other date fixed for the payment of dividends declared by the Board
         of Directors, the Corporation pursuant to applicable law or otherwise
         is prohibited or restricted from paying in cash the full amount of
         dividends declared payable to the holders of Class B Preferred Stock on
         such date, then the portion of such dividends the payment of which in
         cash is so prohibited or restricted (or such greater portion of such
         dividends as the Board of Directors may determine) shall be paid
         through the issuance of shares of Common Stock. If any dividend payment
         declared by the Board of Directors with respect to the 




                                      -16-
<PAGE>   17


         shares of Class B Preferred Stock is to be paid in whole or in part
         through the issuance of shares of Common Stock, the amount of such
         dividend payment to be paid per share of Class B Preferred Stock in
         shares of Common Stock (the "Stock Dividend Amount") shall be satisfied
         and paid by the delivery to the holders of record of such shares of
         Class B Preferred Stock on the Record Date or Special Record Date, as
         the case may be, for such dividend payment, of a number of shares of
         Common Stock determined by dividing the Stock Dividend Amount by the
         Average Market Price of a share of Common Stock as of such Record Date
         or Special Record Date. The Corporation shall not be required to issue
         any fractional share of Common Stock to which any holder of Class B
         Preferred Stock may become entitled pursuant to this paragraph 2(c).
         The Board of Directors may elect to settle any final fraction of a
         share of Common Stock which a holder of one or more shares of Class B
         Preferred Stock would otherwise be entitled to receive pursuant to this
         paragraph 2(c) by having the Corporation pay to such holder, in lieu of
         issuing such fractional share, cash in an amount (rounded upward to the
         nearest whole cent) equal to the same fraction of the Average Market
         Price of a share of Common Stock as of the Record Date or Special
         Record Date, as the case may be, for the dividend payment with respect
         to which such shares of Common Stock are being delivered. Such
         election, if made, shall be made as to all holders of Class B Preferred
         Stock who would otherwise be entitled to receive a fractional share of
         Common Stock on the Dividend Payment Date or other date fixed for the
         payment of such dividend.

                           All dividends paid with respect to the shares of
         Class B Preferred Stock pursuant to this paragraph 2 shall be paid pro
         rata to all the holders of shares Class B Preferred Stock outstanding
         on the applicable Record Date or Special Record Date, as the case may
         be.

                           3. Distributions Upon Liquidation, Dissolution or
         Winding Up.

                           Subject to the prior payment in full of the
         preferential amounts to which any Senior Stock is entitled, in the
         event of any liquidation, dissolution or winding up of the Corporation,
         whether voluntary or involuntary, the holders of Class B Preferred
         Stock shall be entitled to receive from the assets of the Corporation
         available for distribution to stockholders, before any payment or
         distribution shall be made to the holders of any Junior Stock, an
         amount in cash or property at its fair market value, as determined by
         the Board of Directors in good faith, or a combination thereof, per
         share, equal to the Liquidation Preference of a share of Class B
         Preferred Stock of the date of payment or distribution, which payment
         or distribution shall be made pari passu with any such payment or
         distribution made to the holders of any Parity Stock ranking on a
         parity basis with the Class B Preferred Stock with respect to
         distributions upon liquidation, dissolution or winding up of the
         Corporation. The holders of Class B Preferred Stock shall be entitled
         to no other or further distribution of participation in any remaining
         assets of the Corporation's assets in liquidation, dissolution or
         winding up, the assets of the Corporation to be distributed among the
         holders of the Class B Preferred Stock and to all holders of any Parity
         Stock ranking on a parity basis with the Class B Preferred Stock with
         respect to distributions upon liquidation, dissolution or winding up
         shall be insufficient to permit payment in full to such holders of the
         respective referential amounts to which they are entitled, then the
         entire assets of the Corporation to be distributed to holders of the
         Class B Preferred Stock and such Parity Stock shall be distributed pro
         rata to such holders based upon the aggregate of the full preferential
         amounts 



                                      -17-
<PAGE>   18


         to which the shares of Class B Preferred Stock and such Parity Stock
         would otherwise respectively be entitled. Neither the consolidation or
         merger of the Corporation with or into any other corporation or
         corporations nor the sale, transfer or lease of all or substantially
         all of the assets of the Corporation shall itself be deemed to be a
         liquidation, dissolution or winding up of the Corporation within the
         meaning of this paragraph 3. Notice of the liquidation, dissolution or
         winding up of the Corporation shall be given, not less than 20 days
         prior to the date on which such liquidation, dissolution or winding up
         is expected to take place or become effective, to the holders of record
         of the shares of Class B Preferred Stock.

                           4. Redemption or Exchange.

                           (a) OPTIONAL REDEMPTION. Subject to the rights of any
         Senior Stock and the provisions of paragraph 5 of this Section 4, the
         shares of Class B Preferred Stock may be redeemed, at the option of the
         Corporation by the action of the Board of Directors, in whole or from
         time to time in part, on any Business Day occurring after the Issue
         Date, at the Redemption Price on the Redemption Date. If less than all
         outstanding shares of Class B Preferred Stock are to be redeemed on any
         Redemption Date, the shares of Class B Preferred Stock to be redeemed
         shall be chosen by lot or by such other method as the Board of
         Directors considers fair and appropriate (and which complies with the
         requirements, if any, of any national securities exchange or national
         interdealer quotation system on which the Class B Preferred Stock may
         be listed or admitted to trading or quoted). The Corporation shall not
         be required to register a transfer of (i) any shares of Class B
         Preferred Stock for a period of 15 days next preceding any selection of
         shares of Class B Preferred Stock to be redeemed or (ii) any shares of
         Class B Preferred Stock selected or called for redemption.

                           (b) NOTICE OF REDEMPTION. Notice of redemption shall
         be given by or on behalf of the Corporation, not more than 60 days nor
         less than 30 days prior to the Redemption Date, to the holders of
         record of the shares of Class B Preferred Stock to be redeemed; but no
         defect in such notice or in the mailing thereof shall affect the
         validity of the proceedings for the redemption of any shares of Class B
         Preferred Stock. In addition to any information required by law or by
         the applicable rules of any national securities exchange or national
         interdealer quotation system on which the Class B Preferred Stock may
         be listed or admitted to trading or quoted, such notice shall set forth
         the Redemption Price, the Redemption Date, the number of shares to be
         redeemed and the place at which the shares called for redemption will,
         upon presentation and surrender of the stock certificates evidencing
         such shares, be redeemed, and if the Corporation has elected to deposit
         the Redemption Price with a Redemption Agent in accordance with
         paragraph 4(c) below, shall state the name and address of the
         Redemption Agent and the date on which such deposit was or will be
         made. In the event that fewer than the total number of shares of Class
         B Preferred Stock represented by a certificate are redeemed, a new
         certificate representing the number of unredeemed shares will be issued
         to the holder thereof without cost to such holder.





                                      -18-
<PAGE>   19

                           (c) DEPOSIT OF REDEMPTION PRICE. If notice of any
         redemption by the Corporation pursuant to this paragraph 4 shall have
         been given as provided in paragraph 4 (b) above, and if on or before
         the Redemption Date specified in such notice an amount in cash
         sufficient to redeem in full on the Redemption Date at the Redemption
         Price all shares of Class B Preferred Stock called for redemption shall
         have been set apart so as to be available for such purpose and only for
         such purpose, then effective as of the close of business on the
         Redemption Date, the shares of Class B Preferred Stock called for
         redemption, notwithstanding that any certificate therefor shall not
         have been surrendered for cancellation, shall no longer be deemed
         outstanding, and the holders thereof shall cease to be stockholders
         with respect to such shares and all rights with respect to such shares
         shall forthwith cease and terminate, except the right of the holders
         thereof to receive the Redemption Price of such shares, without
         interest, upon the surrender of certificates representing the same.

                           At its election, the Corporation on or prior to the
         Redemption Date (but no more than 60 days prior to the Redemption Date)
         may deposit immediately available funds in an amount equal to the
         aggregate Redemption Price of the shares of Class B Preferred Stock
         called for redemption in trust for the holders thereof with any bank or
         trust company organized under the laws of the United States of America
         or any state thereof having capital, undivided profits and surplus
         aggregating at least $50 million (the "Redemption Agent"), with
         irrevocable instructions and authority to the Redemption Agent, on
         behalf and at the expense of the Corporation, to mail the notice of
         redemption as soon as practicable after receipt of such irrevocable
         instructions (or to complete such mailing previously commenced, if it
         has not already been completed) and to pay, on and after the Redemption
         Date or prior thereto, the Redemption Price of the shares of Class B
         Preferred Stock to be redeemed to their respective holders upon the
         surrender of the certificates therefor. A deposit made in compliance
         with the immediately receding sentence shall be deemed to constitute
         full payment for the shares of Class B Preferred Stock to be redeemed
         and from and after the close of business on the date of such deposit
         (although prior to the Redemption Date), the shares of Class B
         Preferred Stock to be redeemed shall no longer be deemed outstanding
         and the holders thereof shall cease to be stockholders with respect to
         such shares and shall have no rights with respect to such shares except
         the right of the holders thereof to receive the Redemption Price of
         such shares (calculated through the Redemption Date), without interest,
         upon surrender of the certificates therefor. Any interest accrued on
         the funds so deposited shall be paid to the Corporation from time to
         time. Any funds so deposited with the Redemption Agent which shall
         remain unclaimed by the holders of such shares of Class B Preferred
         Stock at the end of one year after the Redemption Date shall be
         returned by the Redemption Agent to the Corporation, after which
         repayment the holders of such shares of Class B Preferred Stock called
         for redemption shall look only to the Corporation for the payment
         thereof, without interest, unless an applicable escheat or abandoned
         property law designates another Person.

                           (d) OPTIONAL EXCHANGE FOR JUNIOR EXCHANGE NOTES.
         Subject to the rights of any Senior Stock and the provisions of
         paragraph 5 of this Section 4, the shares of Class B Preferred Stock
         may be exchanged, out of funds legally available 



                                      -19-
<PAGE>   20

         therefor, at the option of the Corporation by action of the Board of
         Directors, in whole but not in part, on any Business Day occurring
         after the Issue Date, for Junior Exchange Notes. Each holder of
         outstanding shares of Class B Preferred Stock shall be entitled to
         receive, in exchange for his shares of Class B Preferred Stock pursuant
         to this paragraph 4 (d), newly issued Junior Exchange Notes of a series
         authorized and established for the purpose of such exchange, the
         aggregate principal amount of which shall be equal to the aggregate
         Liquidation Preference on the Optional Exchange Date of the shares of
         Class B Preferred Stock so exchanged by such holder, provided that the
         Junior Exchange Notes will be issuable only in principal amounts of
         $100 or any integral multiple thereof and an adjustment will be paid by
         the Corporation, in cash or by its check, in an amount equal to any
         excess principal amount otherwise issuable.

                           (e) NOTICE OF EXCHANGE. Notice of the Corporation's
         election to exercise its optional exchange right pursuant to paragraph
         4(d) (an "Optional Exchange Notice") shall be given by or on behalf of
         the Corporation, not more than 60 days nor less than 30 days prior to
         the Optional Exchange Date, to the holders of record of the shares of
         Class B Preferred Stock; but no defect in such notice or in the mailing
         thereof shall affect the validity of the proceedings for the exchange
         of any shares of Class B Preferred Stock. In addition to any
         information required by law or by the applicable rules of any national
         securities exchange or national interdealer quotation system on which
         the shares of Class B Preferred Stock may be listed or admitted to
         trading or quoted, such notice shall set forth the Optional Exchange
         Date, the place at which shares of Class B Preferred Stock will, upon
         presentation and surrender of the stock certificates evidencing such
         shares, be exchanged for Junior Exchange Notes, and the material terms
         (or, as to the rate per annum at which the Junior Exchange Notes will
         bear interest, and, if applicable, as to any other of such terms, the
         method of determining the same), consistent with the provisions hereof
         and of the Junior Exchange Note Indenture, of the series of Junior
         Exchange Notes to be issued upon such exchange.

                           Upon determination of the rate per annum at which the
         Junior Exchange Notes to be issued upon such exchange will bear
         interest and any other terms of such Junior Exchange Notes, the method
         of determining which was set forth in the Optional Exchange Notice, the
         Corporation shall promptly give notice of such determination to the
         holders of shares of Class B Preferred Stock, which notice may be given
         by (or, if required by applicable law, shall be given by) publication
         of such determination in a daily newspaper of national circulation.

                           (f) CONDITIONS TO EXCHANGE FOR JUNIOR EXCHANGE NOTES.
         Prior to the giving of an Optional Exchange Notice, the Corporation
         shall execute and deliver, with a bank or trust company selected by the
         Corporation, the Junior Exchange Note Indenture, substantially in the
         form annexed to the S-4 Registration Statement with only such changes
         as (i) are necessary to comply with law, any applicable rules of any
         securities exchange or usage, (ii) are requested by the Corporation and
         which would make any provisions of the Junior Exchange Note Indenture,
         or of the Junior Exchange Notes of the series established thereunder
         for the purpose of such exchange, more restrictive to the Corporation
         or beneficial to the holders of the Junior Exchange 



                                      -20-
<PAGE>   21

         Notes of such series, as determined by the Board of Directors in good
         faith, such determination to be conclusive, (iii) are requested by the
         Corporation to add to the covenants and agreements of the Corporation
         contained in the Junior Exchange Note Indenture or to remove any right
         or power therein reserved to or conferred upon the Corporation, (iv)
         are requested by the Corporation in the event of any amendment to this
         Certificate that effects a change in the terms of the Class B Preferred
         Stock, to conform (as nearly as may be taking into account the
         differences between debt securities and equity securities) the
         provisions of the Junior Exchange Note Indenture (including, without
         limitation, the provisions relating to the establishment of the terms
         of any series of Junior Exchange Notes authorized to be issued
         thereunder) to the terms of the Class B Preferred Stock as so changed,
         (v) are consented to by the holders of at least a majority of the
         number of shares of Class B Preferred Stock then outstanding (or such
         greater percentage thereof as may be required by applicable law or any
         applicable rules of any national securities exchange or national
         interdealer quotation system), either in writing or by vote at a
         meeting called for that purpose at which the holders of Class B
         Preferred Stock shall vote as a separate class, or (vi) would not
         adversely affect the rights of the holders of Junior Exchange Notes of
         such series issuable thereunder.

                           Prior to the Optional Exchange Date, the Corporation
         shall (i) establish in the manner contemplated by the Junior Exchange
         Note Indenture the terms of the series of Junior Exchange Notes to be
         issued thereunder on the Optional Exchange Date, and (ii) file at the
         office of the exchange agent for the Class B Preferred Stock (or with
         the books of the Corporation if there is no exchange agent) an opinion
         of counsel to the effect that (A) the Junior Exchange Note Indenture
         has been duly authorized, executed and delivered by the Corporation,
         and constitutes a valid and binding instrument enforceable against the
         Corporation in accordance with its terms (subject, as to
         enforceability, to bankruptcy, insolvency, reorganization and other
         laws of general applicability relating to or affecting creditors'
         rights and to general principles of equity and except that the
         Corporation may be prohibited from making payments on the Junior
         Exchange Notes of the series to be issued if and to the extent it would
         at the time be prohibited from redeeming capital stock and subject to
         other qualifications as are then customarily contained in opinions of
         counsel experienced in such matters); (B) that the Junior Exchange
         Notes of such series have been duly authorized and, when executed and
         authenticated in accordance with the provisions of the Junior Exchange
         Note Indenture and delivered in exchange for the shares of Class B
         Preferred Stock, will constitute valid and binding obligations of the
         Corporation entitled to the benefits of the Junior Exchange Note
         Indenture (subject as aforesaid); (c) that the issuance and delivery of
         the Junior Exchange Notes of such series in exchange for the shares of
         Class B Preferred Stock will not violate the laws of the state of
         incorporation of the Corporation; and (D) that (x) the Junior Exchange
         Note Indenture has been duly qualified under the TIA (or that such
         qualification is not necessary) and (y) that the issuance and delivery
         of the Junior Exchange Notes of such series in exchange for the shares
         of Class B Preferred Stock is exempt from the registration or
         qualification requirements of the 1933 Act and applicable state
         securities laws or, if no such exemption is available, that the Junior
         Exchange Notes of such series have been duly registered or qualified
         for such exchange under the 1933 Act and such applicable state
         securities laws.



                                      -21-
<PAGE>   22

                           (g) METHOD OF EXCHANGE. If an Optional Exchange
         Notice shall have been given by the Corporation pursuant to paragraph
         4(e) of this Section 4, and if the Corporation shall have satisfied the
         conditions to such exchange contained in paragraph 4(f), then effective
         as of the close of business on the Optional Exchange Date, the shares
         of Class B Preferred Stock, notwithstanding that any certificate
         therefor shall not have been surrendered for cancellation, shall no
         longer be deemed outstanding, and the holders thereof shall cease to be
         stockholders with respect to such shares and all rights with respect to
         such shares shall forthwith cease and terminate, except the right of
         the holders thereof upon the surrender of certificates evidencing the
         same to receive the Junior Exchange Notes exchangeable therefor, and
         the cash adjustment, if any, in lieu of Junior Exchange Notes in other
         than authorized denominations, without interest.

                           Before any holder of shares of Class B Preferred
         Stock called for exchange shall be entitled to receive the Junior
         Exchange Notes deliverable in exchange therefor, such holder shall
         surrender the certificate or certificates representing the shares to be
         exchanged at such place as the Corporation shall have specified in the
         Optional Exchange Notice, which certificate or certificates shall be
         duly endorsed to the Corporation or in blank (or accompanied by duly
         executed instruments to transfer to the Corporation or in blank) with
         signatures guaranteed (such endorsements or instruments of transfer to
         be in form satisfactory to the Corporation), together with a written
         notice to the Corporation, specifying the name or names (with
         addresses) in which the Junior Exchange Notes are to be issued. If any
         transfer is involved in the issuance or delivery of any Junior Exchange
         Notes in a name other than that of the registered holder of the shares
         of Class B Preferred Stock surrendered for exchange, such holder shall
         also deliver to the Corporation a sum sufficient for all taxes payable
         in respect of such transfer or evidence satisfactory to the Corporation
         that such taxes have been paid. Except as provided in the immediately
         preceding sentence, the Corporation shall pay any issue, stamp or other
         similar tax in respect of such issuance or delivery.

                           As soon as practicable after the later of the
         Optional Exchange Date and the proper surrender of the certificate(s)
         for such shares of Class B Preferred Stock as provided above, the
         Corporation shall deliver at the place specified in the Optional
         Exchange Notice, to the holder of the shares of Class B Preferred Stock
         so surrendered, or to his nominee(s) or, subject to compliance with
         applicable law, transferee(s), a Junior Exchange Note or Notes (of
         authorized denominations) in the principal amount to which he shall be
         entitled upon such exchange, together with a check in the amount of any
         cash adjustment as provided in paragraph 4 (d). The Person in whose
         name any Junior Exchange Note is issued upon an exchange pursuant to
         paragraph 4(d) shall be treated for all purposes as the holder of
         record thereof as of the close of business on the Optional Exchange
         Date.

                           (h) STATUS OF REDEEMED SHARES. All shares of Class B
         Preferred Stock redeemed, exchanged, purchased or otherwise acquired by
         the Corporation shall be retired and shall not be reissued.

                           5. Limitations on Dividends and Redemptions.



                                      -22-
<PAGE>   23

                           If at any time the Corporation shall have failed to
         pay, or declare and set aside the consideration sufficient to pay, full
         cumulative dividends for all prior dividend periods on any Parity Stock
         which by the terms of the instrument creating or evidencing such Parity
         Stock is entitled to the payment of such cumulative dividends prior to
         the redemption, exchange, purchase or other acquisition of the Class B
         Preferred Stock, and until full cumulative dividends on such Parity
         Stock for all prior dividend periods are paid, or declared and the
         consideration sufficient to pay the same in full is set aside so as to
         be available for such purpose and no other purpose, neither the
         Corporation nor any subsidiary thereof shall redeem, exchange, purchase
         or otherwise acquire any shares of Class B Preferred Stock, Parity
         Stock or Junior Stock, or set aside any money or assets for any such
         purpose, pursuant to paragraph 4 hereof, a sinking fund or otherwise,
         unless all then outstanding shares of Class B Preferred Stock, of such
         Parity Stock and of any other class of series of Parity Stock that by
         the terms of the instrument creating or evidencing such Parity Stock is
         required to be redeemed under such circumstances are redeemed or
         exchanged pursuant to the terms hereof and thereof.

                           If at any time the Corporation shall have failed to
         pay, or declare and set aside the consideration sufficient to pay, full
         cumulative dividends on the Class B Preferred Stock for all Dividend
         Periods ending on or before the immediately preceding Dividend Payment
         Date, and until full cumulative dividends on the Class B Preferred
         Stock for all Dividend Periods ending on or before the immediately
         preceding Dividend Payment Date are paid, or declared and the
         consideration sufficient to pay the same in full is set aside so as to
         be available for such purpose and no other purpose, neither the
         Corporation nor any Subsidiary thereof shall redeem, exchange, purchase
         or otherwise acquire any shares of Class B Preferred Stock, Parity
         Stock or Junior Stock, or set aside any money or assets for any such
         purpose, pursuant to paragraph 4 hereof, a sinking fund or otherwise,
         unless all then outstanding shares of Class B Preferred Stock and of
         any other class or series of Parity Stock that by the terms of the
         instrument creating or evidencing such Parity Stock is required to be
         redeemed under such circumstances are redeemed or exchanged pursuant to
         the terms hereof and thereof.

                           If at any time the Corporation shall have failed to
         pay, or declare and set aside the consideration sufficient to pay, full
         cumulative dividends on the Class B Preferred Stock for all Dividend
         Periods ending on or before the immediately preceding Dividend Payment
         Date, and until the full cumulative dividends on the Class B Preferred
         Stock for all Dividend Periods ending on or before the immediately
         preceding Dividend Payment Date are paid, or declared and the
         consideration sufficient to pay the same in full is set aside for such
         purpose and no other purpose, the Corporation shall not declare or pay
         any dividend on or make any distribution with respect to any Junior
         Stock or Parity Stock or set aside any money or assets for any such
         purpose, except that the Corporation may declare and pay a dividend on
         any Parity Stock ranking on a parity basis with the Class B Preferred
         Stock with respect to the right to receive dividend payments,
         contemporaneously with the declaration and payment of a dividend on the
         Class B Preferred Stock, provided that such dividends are declared and
         paid pro rata so that the amount of dividends declared and paid per
         share of the Class B Preferred Stock and such Parity Stock shall in all
         cases bear to each other the same ratio that accumulated and 



                                      -23-
<PAGE>   24

         accrued and unpaid dividends per share on the Class B Preferred Stock
         and such Parity Stock bear to each other.

                           If the Corporation shall fail to redeem or exchange
         on any date fixed for redemption or exchange pursuant to paragraph 4(a)
         or 4(d) hereof any shares of Class B Preferred Stock called for
         redemption or exchange on such date, and until such shares are redeemed
         or exchanged in full, the Corporation shall not redeem or exchange any
         Parity Stock or Junior Stock or declare or pay any dividend on or make
         any distribution with respect to any Junior Stock, or set aside any
         money or assets for any such purpose, and neither the Corporation nor
         any Subsidiary thereof shall purchase or otherwise acquire any Class B
         Preferred Stock, Parity Stock or Junior Stock, or set aside any money
         or assets for any such purpose.

                           Neither the Corporation nor any Subsidiary thereof
         shall redeem, exchange, purchase or otherwise acquire any Parity Stock
         or Junior Stock, or set aside any money or assets for any such purpose,
         if after giving effect to such redemption, exchange, purchase or other
         acquisition, the amount (as determined by the Board or Directors in
         good faith) that would be available for distribution to the holders of
         the Class B Preferred Stock upon liquidation, dissolution or winding up
         of the Corporation if such liquidation, dissolution or winding up were
         to occur on the date fixed for such redemption, exchange, purchase or
         other acquisition of such Parity Stock or Junior Stock would be less
         than the aggregate Liquidation Preference as of such date of all shares
         of Class B Preferred Stock then outstanding.

                           Nothing contained in the first, fourth or fifth
         paragraph of this paragraph 5 shall prevent (i) the payment of
         dividends on any Junior Stock solely in shares of Junior Stock or the
         redemption, purchase or other acquisition of Junior Stock solely in
         exchange for (together with a cash adjustment for fractional shares, if
         any), or (but only in the case of the first and fifth paragraphs
         hereof) through the application of the proceeds from the sale of,
         shares of Junior Stock; or (ii) the payment of dividends on any Parity
         Stock solely in shares of Parity Stock and/or Junior Stock or the
         redemption, exchange, purchase or other acquisition of Class B
         Preferred Stock or Parity Stock solely in exchange for (together with a
         cash adjustment for fractional shares, if any), or (but only in the
         case of the first and fifth paragraphs hereof) through the application
         of the proceeds from the sale of, shares of Parity Stock and/or Junior
         Stock.

                           The provisions of the first paragraph of this
         paragraph 5 are for the sole benefit of the holders of Class B
         Preferred Stock and Parity Stock having the terms described therein and
         accordingly, at any time when there are no shares of any such class or
         series of Parity Stock outstanding or if the holders of each such class
         or series of Parity Stock have, by such vote or consent of the holders
         thereof as may be provided for in the instrument creating or evidencing
         such class or series, waived in whole or in part the benefit of such
         provisions (either generally or in the specific instance), then the
         provisions of the first paragraph of this paragraph 5 shall not (to the
         extent waived, in the case of any partial waiver) restrict the
         redemption, exchange, purchase or other acquisition of any shares of
         Class B Preferred Stock, Parity Stock or Junior Stock. All other
         provisions of 



                                      -24-
<PAGE>   25

         this paragraph 5 are for the sole benefit of the holders of Class B
         Preferred Stock and accordingly, if the holders of shares of Class B
         Preferred Stock shall have waived (as provided in paragraph 7 of this
         Section 4) in whole or in part the benefit of the applicable
         provisions, either generally or in the specific instance, such
         provision shall not (to the extent of such waiver, in the case of a
         partial waiver) restrict the redemption, exchange, purchase or other
         acquisition of, or declaration, payment or making of any dividends or
         distributions on the Class B Preferred Stock, any Parity Stock or any
         Junior Stock.

                           6. Voting.

                           (a) VOTING RIGHTS. The holders of Class B preferred
         Stock shall have no voting rights whatsoever, except as required by law
         and except for the voting rights described in this paragraph 6;
         provided, however, that the number of authorized shares of Class B
         Preferred Stock may be increased or decreased (but not below the number
         of shares of Class B Preferred Stock then outstanding) by the
         affirmative vote of the holders of at least 66 2/3% of the total voting
         power of the then outstanding Voting Securities, voting together as a
         single class. Without limiting the generality of the foregoing, no vote
         or consent of the holders of Class B Preferred Stock shall be required
         for (a) the creation of any indebtedness of any kind of the
         Corporation, (b) the creation or designation of any class or series of
         Senior Stock, Parity Stock or Junior Stock, or (c) any amendment to
         this Certificate that would increase the number of authorized shares of
         Preferred Stock or the number of authorized shares of Class B Preferred
         Stock or that would decrease the number of authorized shares of
         Preferred Stock or the number of authorized shares of Class B Preferred
         Stock (but not below the number of shares of Preferred Stock or Class B
         Preferred Stock, as the case may be, then outstanding).

                           (b) ELECTION OF DIRECTORS. The holders of the Class B
         Preferred Stock shall have the right to vote at any annual or special
         meeting of stockholders for the purpose of electing directors. Each
         share of Class B Preferred Stock shall have one vote for such purpose,
         and shall vote as a single class with any other class or series of
         capital stock of the Corporation entitled to vote in any general
         election of directors, unless the instrument creating or evidencing
         such class or series of capital stock otherwise expressly provides.

                           7. Waiver.

                           Any provision of this Section 4 which, for the
         benefit of the holders of Class B Preferred Stock, prohibits, limits or
         restricts actions by the Corporation, or imposes obligations on the
         Corporation, may be waived in whole or in part, or the application of
         all or any part of such provision in any particular circumstance or
         generally may be waived, in each case with the consent of the holders
         of at least a majority of the number of shares of Class B Preferred
         Stock then outstanding (or such greater percentage thereof as may be
         required by applicable law or any applicable rules of any national
         securities exchange or national interdealer quotation system), either
         in writing or by vote at an annual meeting or a meeting called for such
         purpose at which the holders of Class B Preferred Stock shall vote as a
         separate class.



                                      -25-
<PAGE>   26

                           8. Method of Giving Notices.

                           Any notice required or permitted by the provisions of
         this Section 4 to be given to the holders of shares of Class B
         Preferred Stock shall be deemed duly given if deposited in the United
         States mail, first class mail, postage prepaid, and addressed to each
         holder of record at his address appearing on the books of the
         Corporation or supplied by him in writing to the Corporation for the
         purpose of such notice.

                           9. Exclusion of Other Rights.

                           Except as may otherwise be required by law and except
         for the equitable rights and remedies which may otherwise be available
         to holders of Class B Preferred Stock, the shares of Class B Preferred
         Stock shall not have any designations, preferences, limitations or
         relative rights other than those specifically set forth in this
         Certificate.

                           10. Heading of Subdivisions.

                           The headings of the various subdivisions of this
         Section 4 are for convenience of reference only and shall not affect
         the interpretation of any of the provisions of this Section 4.

                  Section 5. Voting Rights. Except as otherwise provided by law
or by the terms of the Preferred Stock, the Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes. Each share of Common Stock shall have one vote, and the Common Stock
shall vote together as a single class.

                                   ARTICLE V


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

                                   ARTICLE VI


                  In furtherance and not in limitation of the powers conferred
by law, the Board of Directors is expressly authorized and empowered to make,
alter and repeal the By-Laws of the Corporation by a majority vote at any
regular or special meeting of the Board of Directors or by written consent,
subject to the power of the stockholders of the Corporation to alter or repeal
any By-Laws made by the Board of Directors.

                                  ARTICLE VII


                  The Corporation reserves the right at any time from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons 



                                      -26-
<PAGE>   27

                                                                        
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.

                                  ARTICLE VIII


                  Section 1. Elimination of Certain Liability of Directors. 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 to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended.

                  Any repeal or modification of the foregoing paragraph shall
not adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

                  Section 2. Indemnification and Insurance.

                           1. Right to Indemnification.

                           Each person who was or is made a party or is
         threatened to be made a party to or is involved in any action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         (hereinafter a "proceeding"), by reason of the fact that he or she, or
         a person of whom he or she is the legal representative, is or was a
         director or officer of the Corporation or is or was serving at the
         request of the Corporation as a director, officer, employee or agent of
         another corporation or of a partnership, joint venture, trust or other
         enterprise, including service with respect to employee benefit plans,
         whether the basis of such proceeding is alleged action in an official
         capacity as a director, officer, employee or agent or in any other
         capacity while serving as a director, officer, employee or agent, shall
         be indemnified and held harmless by the Corporation to the fullest
         extent authorized by the General Corporation Law of the State of
         Delaware, as the same exists or may hereafter be amended (but, in the
         case of any such amendment, to the fullest extent permitted by law,
         only to the extent that such amendment permits the Corporation to
         provide broader indemnification rights than said law permitted the
         Corporation to provide prior to such amendment), against all expense,
         liability and loss (including attorneys' fees, judgments, fines,
         amounts paid or to be paid in settlement, and excise taxes or penalties
         arising under the Employee Retirement Income Security Act of 1974)
         reasonably incurred or suffered by such person in connection therewith
         and such indemnification shall continue as to a person who has ceased
         to be a director, officer, employee or agent and shall inure to the
         benefit of his or her heirs, executors and administrators; provided,
         however, that, except as provided in paragraph (b) hereof, the
         Corporation shall indemnify any such person seeking indemnification in
         connection with a proceeding (or part thereof) initiated by such person
         only if such proceeding (or part thereof) was authorized by the Board
         of Directors. The right to indemnification conferred in this Section 4
         shall be a contract right and shall include the right to be paid by the
         Corporation the expenses incurred in defending any such proceeding in
         advance of its final disposition; provided, however, that, if the
         General Corporation Law of the State of




                                      -27-
<PAGE>   28

         Delaware requires, the payment of such expenses incurred by a director
         or officer in his or her capacity as a director or officer (and not in
         any other capacity in which service was or is rendered by such person
         while a director or officer, including, without limitation, service to
         an employee benefit plan) in advance of the final disposition of a
         proceeding, shall be made only upon delivery to the Corporation of an
         undertaking, by or on behalf of such director or officer, to repay all
         amounts so advanced if it shall ultimately be determined that such
         director or officer is not entitled to be indemnified under this
         Section 4 or otherwise. The Corporation may, by action of the Board of
         Directors, provide indemnification to employees and agents of the
         Corporation with the same scope and effect as the foregoing
         indemnification of directors and officers.

                           2. Right of Claimant to Bring Suit.

                           If a claim under paragraph (a) of this Section 4 is
         not paid in full by the Corporation within thirty days after a written
         claim has been received by the Corporation, the claimant may at any
         time thereafter bring suit against the Corporation to recover the
         unpaid amount of the claim and, if successful in whole or in part, the
         claimant shall be entitled to be paid also the expense of prosecuting
         such claim. It shall be a defense to any such action (other than an
         action brought to enforce a claim for expenses incurred in defending
         any proceeding in advance of its final disposition where the required
         undertaking, if any is required, has been tendered to the Corporation)
         that the claimant has not met the standards of conduct which make it
         permissible under the General Corporation Law of the State of Delaware
         for the Corporation to indemnify the claimant for the amount claimed,
         but the burden of proving such defense shall be on the Corporation.
         Neither the failure of the Corporation (including its Board of
         Directors, independent legal counsel, or its stockholders) to have made
         a determination prior to the commencement of such action that
         indemnification of the claimant is proper in the circumstances because
         he or she has met the applicable standard of conduct set forth in the
         General Corporation Law of the State of Delaware, nor an actual
         determination by the Corporation (including its Board of Directors,
         independent legal counsel, or its stockholders) that the claimant has
         not met such applicable standard of conduct, shall be a defense to the
         action or create a presumption that the claimant has not met the
         applicable standard of conduct.

                           3. Non-Exclusivity of Rights.

                           The right to indemnification and the payment of
         expenses incurred in defending a proceeding in advance of its final
         disposition conferred in this Section 4 shall not be exclusive of any
         other right which any person may have or hereafter acquire under any
         statute, provision of the Certificate of Incorporation, By-law,
         agreement, vote of stockholders or disinterested directors or
         otherwise.

                           4. Insurance.

                           The Corporation may maintain insurance, at its
         expense, to protect itself and any director, officer, employee or agent
         of the Corporation or another corporation, partnership, joint venture,
         trust or other enterprise against any such expense, liability or loss,
         whether or not the Corporation would have the power to indemnify such
         person against such expense, liability or loss under the General
         Corporation Law of the State of Delaware.


                                      -28-