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                                                                 Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                       INVESTORS FINANCIAL SERVICES CORP.

                          (Incorporated June 29, 1995)

                                   * * * * * *

     FIRST. The name of the Corporation is Investors Financial Services Corp.
(the "Corporation").

     SECOND. The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

     FOURTH.

     (A) The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 21,650,000 shares, consisting of
20,000,000 shares of Common Stock with a par value of One Cent ($.01) per share
(the "Common Stock"), 650,000 shares of Class A Common Stock with a par value of
One Cent ($.01) per share (the "Class A Stock"), and 1,000,000 shares of
Preferred Stock with a par value of One Cent ($.01) per share, the designations
for which are to be determined by the Board of Directors.

     A description of the respective classes of stock and a statement of the
designations, preferences, voting powers (or no voting powers), relative,
participating, optional or other special rights and privileges and the
qualifications, limitations and restrictions of the Common Stock, Class A Stock
and Preferred Stock are as follows:

     (B) COMMON STOCK AND CLASS A STOCK

     1. GENERAL. Except as otherwise provided in this Article FOURTH, the Common
Stock and the Class A Stock shall have the same rights and privileges and shall
rank equally, share ratably and be identical in all respects as to all matters.

     2. DIVIDENDS. The holders of shares of Common Stock and Class A Stock shall
be entitled to receive, when and if declared by the Board of Directors, out of
the assets of the Corporation which are by law available therefor, dividends
payable either in cash, in property or in shares of capital stock.


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     3. VOTING RIGHTS. Except as otherwise required by law or this Certificate
of Incorporation, each holder of Common Stock shall have one vote in respect of
each share of stock held by him of record on the books of the Corporation and
each holder of Class A Stock shall have ten votes in respect of each share of
stock held by him of record on the books of the Corporation for the election of
directors and on all matters submitted to a vote of stockholders of the
Corporation. Except as may otherwise be required by law or this Certificate of
Incorporation, the holders of the Common Stock and Class A Stock shall vote
together as a single class.

     4. CONVERSION. Commencing on the date (the "Registration Date") the
Corporation becomes subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, the following conversion terms and conditions will apply
to the Class A Stock:

          (a) Upon the sale or transfer of any share of Class A Stock, such
share will automatically convert into a newly-issued share of Common Stock.

          (b) If at any time the number of shares of Class A Stock outstanding
is less than 50 percent of the number of shares of Class A Stock outstanding on
the Registration Date, all of the remaining outstanding shares of Class A Stock
will automatically convert into shares of Common Stock on the basis of one share
of Common Stock for each share of Class A Stock. Notice specifying the date upon
which conversion pursuant to this subparagraph (b) occurred shall be mailed,
postage prepaid, not more than 20 days after said conversion, to the holders of
record of the Class A Stock at their respective addresses as the same shall
appear on the books of the Corporation.

          (c) Upon the automatic conversion of any shares of Class A Stock
pursuant to subparagraphs (a) or (b) above, the holder of such shares so
converted shall deliver to the Corporation at its principal offices, or if an
agent for the registration or transfer of shares of Class A Stock is then duly
appointed and acting (said agent being hereinafter referred to as the "Transfer
Agent"), then to the office of the Transfer Agent, the certificate or
certificates for the shares so converted, and (as so required by the Company or
the Transfer Agent) accompanied by instruments of transfer, in form satisfactory
to the Corporation and the Transfer Agent, duly executed by such holder or his
duly authorized attorney, and by transfer tax stamps or funds therefor, if
required pursuant to subparagraph (i) below. Until such time as a holder of
shares of Class A Stock which have been automatically converted pursuant to
subparagraphs (a) or (b) above shall surrender his or its certificates therefor
as provided above, such certificates shall be deemed to represent the shares of
Common Stock to which such holder shall be entitled upon the surrender thereof.

          (d) At any time after the date two years after the Registration Date,
the shares Class A Stock may be converted, at any time or from time to time, at
the option of each holder of Class A Stock, into shares of Common Stock on the
basis of one share of Common Stock for each share of Class A Stock.


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          (e) Conversion of shares of Class A Stock pursuant to subparagraph (d)
above shall occur by the surrender to the Corporation of the certificate or
certificates representing such shares of Class A Stock to be converted at any
time during normal business hours at the principal offices of the Corporation,
or if the Transfer Agent is then duly appointed and acting, then at the office
of the Transfer Agent, accompanied by a written notice of the election by the
holder thereof to convert and (as so required by the Corporation or the Transfer
Agent) by instruments of transfer, in form satisfactory to the Corporation and
the Transfer Agent, duly executed by such holder or his duly authorized
attorney, and by transfer tax stamps or funds therefor, if required pursuant to
subparagraph (i) below. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of the surrender of the
certificate representing shares of Class A Stock, and all rights of the holder
of such shares as such holder shall cease at such time and the person or persons
in whose name or names the certificate or certificates representing the shares
of Common Stock are to be issued shall be treated for all purposes as having
become the record holder or holders of such shares of Common Stock at such time;
provided, however, that any such surrender and payment on any date when the
stock transfer books of the Corporation shall be closed shall constitute the
person or persons in whose name or names the certificate or certificates
representing shares of Common Stock are to be issued as the record holder or
holders thereof for all purposes immediately prior to the close of business on
the next succeeding day on which such stock transfer books are open.

          (f) As promptly as practicable after the surrender for conversion of a
certificate representing shares of Class A Stock in the manner provided for in
subparagraph (c) or (e) above and the payment in each of any amount required by
the provisions of subparagraphs (c), (e) and (i), the Corporation will deliver,
or cause to be delivered at the office of the Transfer Agent, to or upon the
written order of the holder of such certificate, a certificate or certificates
representing the number of full shares of Common Stock issuable upon such
conversion, issued in such name or names as such holder may direct.

          (g) No adjustments in respect of dividends shall be made upon the
conversion of any share of Class A Stock, provided, however, that if a share
shall be converted subsequent to the record date for the payment of a dividend
or other distribution on shares of Class A Stock but prior to such payment, the
registered holder of such share at the close of business on such record date
shall be entitled to receive the dividend or other distribution notwithstanding
the conversion thereof.

          (h) The Corporation covenants that it will at all times reserve and
keep available solely for the purpose of issuance upon conversion of the
outstanding shares of Class A Stock such number of shares of Common Stock as
shall be issuable upon the conversion of all such outstanding shares of Class A
Stock, provided, however, that nothing contained herein shall be construed to
preclude the Corporation from satisfying its obligations with respect to the
conversion of the outstanding shares of Class A Stock by delivery of purchased
shares of Common Stock which are held in the treasury of the Corporation. The
Corporation covenants that if any shares of Common Stock required to be reserved
for purposes of conversion hereunder require registration


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with or approval of any governmental authority under any federal or state law
before such shares of Common Stock may be issued upon conversion, the
Corporation will cause such shares to be duly registered or approved, as the
case may be. The Corporation covenants that all shares of Common Stock which
shall be issued upon conversion of the shares of Class A Stock will, upon issue,
be fully paid and nonassessable and not subject to any preemptive rights.

          (i) The issuance of certificates for shares of Common Stock upon
conversion of shares of Class A Stock shall be made without charge for any stamp
or other similar tax in respect of such issuance. However, if any such
certificate is to be issued in a name other than that of the holder of the share
or shares of Class A Stock converted, the person or persons requesting the
issuance thereof shall pay to the Corporation the amount of any tax which may be
payable in respect of any transfer involved in such issuance or shall establish
to the satisfaction of the Corporation that such tax has been paid.

          (j) Shares of Class A Stock which have been issued and converted into
shares of Common Stock as provided herein shall not be reissued.

     5. DISSOLUTION, LIQUIDATION OR WINDING UP. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, holders of Common Stock and Class A Stock shall be entitled,
unless otherwise provided by law or this Certificate of Incorporation, to
receive all of the remaining assets of the Corporation of whatever kind
available for distribution to stockholders ratably in proportion to the number
of shares of Common Stock and Class A Stock held by them respectively.

     C. PREFERRED STOCK

     1. ISSUANCE. Shares of Preferred Stock may be issued in one or more series
at such time or times and for such consideration or considerations as the
Corporation's Board of Directors may determine. Each series of Preferred Stock
shall be so designated as to distinguish the shares thereof from the shares of
all other series and classes. Except as otherwise provided in this Certificate
of Incorporation, different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purpose of voting by classes.

     2. DESIGNATION. The Board of Directors is expressly authorized to provide
for the issuance of all or any shares of the Preferred Stock in one or more
series, each with such designations, preferences, voting powers (or no voting
powers), relative, participating, optional or other special rights and
privileges and such qualifications, limitations or restrictions thereof as shall
be stated in the resolution or resolutions adopted by the Board of Directors to
create such series, and a certificate of said resolution or resolutions shall be
filed in accordance with the General Corporation Law of the State of Delaware.
The authority of the Board of Directors with respect to each such series shall
include, without limitation of the foregoing, the right to provide that the
shares of each such series may: (i) have such distinctive designation and
consist of


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such number of shares; (ii) be subject to redemption at such time or times and
at such price or prices; (iii) be entitled to the benefit of a retirement or
sinking fund for the redemption of such series on such terms and in such
amounts; (iv) be entitled to receive dividends (which may be cumulative or
non-cumulative) at such rates, on such conditions, and at such times, and
payable in preference to, or in such relation to, the dividends payable on any
other class or classes or any other series of stock; (v) be entitled to such
rights upon the voluntary or involuntary liquidation, dissolution or winding up
of the affairs, or upon any distribution of the assets of the Corporation in
preference to, or in such relation to, any other class or classes or any other
series of stock; (vi) be convertible into, or exchangeable for, shares of any
other class or classes or any other series of stock at such price or prices or
at such rates of exchange and with such adjustments, if any; (vii) be entitled
to the benefit of such conditions, limitations or restrictions, if any, on the
creation of indebtedness, the issuance of additional shares of such series or
shares of any other series of Preferred Stock, the amendment of this
Certification of Incorporation or the Corporation's By-Laws, the payment of
dividends or the making of other distributions on, or the purchase, redemption
or other acquisition by the Corporation of, any other class or classes or series
of stock, or any other corporate action; or (viii) be entitled to such other
preferences, powers, qualifications, rights and privileges, all as the Board of
Directors may deem advisable and as are not inconsistent with law and the
provisions of this Certificate of Incorporation.

     FIFTH. The Corporation is to have perpetual existence.

     SIXTH. The following provisions are included for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its Board of Directors and stockholders:

     1. BUSINESS. The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors of the Corporation.

     2. BY-LAWS. The Board of Directors of the Corporation is expressly
authorized to adopt, amend or repeal the By-laws of the Corporation, subject to
any limitation thereof contained in the By-laws. The stockholders shall also
have the power to adopt, amend or repeal the By-laws of the Corporation;
PROVIDED, HOWEVER, that, in addition to any vote of the holders of any class or
series of stock of the Corporation required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of all of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to adopt, amend
or repeal any provision of the By-laws of the Corporation.

     3. STOCKHOLDER ACTION. Effective upon the Registration Date, stockholders
of the Corporation may not take any action by written consent in lieu of a
meeting.

     4. SPECIAL MEETINGS. Special meetings of stockholders may be called at any
time only by the President, the Chairman of the Board of Directors (if any) or a


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majority of the Board of Directors. Business transacted at any special meeting
of stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.

     5. BOOKS. The books of the Corporation may be kept at such place within or
without the State of Delaware as the By-laws of the Corporation may provide or
as may be designated from time to time by the Board of Directors of the
Corporation.

     SEVENTH.

     1. NUMBER OF DIRECTORS. The number of directors which shall constitute the
whole Board of Directors shall be determined by resolution of a majority of the
Board of Directors, but in no event shall the number of directors be less than
three. The number of directors may be decreased at any time and from time to
time by a majority of the directors then in office, but only to eliminate
vacancies existing by reason of the death, resignation, removal or expiration of
the term of one or more directors. The directors shall be elected at the annual
meeting of stockholders by such stockholders as have the right to vote on such
election. Directors need not be stockholders of the Corporation.

     2. CLASSES OF DIRECTORS. The Board of Directors shall be and is divided
into three classes: Class I, Class II and Class III. No one class shall have
more than one director more than any other class.

     3. ELECTION OF DIRECTORS. Elections of directors need not be by written
ballot except as and to the extent provided in the By-laws of the Corporation.

     4. TERMS OF OFFICE. Each director shall serve for a term ending on the date
of the third annual meeting following the annual meeting at which such director
was elected; provided, however, that each initial director in Class I shall
serve for a term ending on the date of the annual meeting next following the end
of the Corporation's fiscal year ending December 31, 1995; each initial director
in Class II shall serve for a term ending on the date of the annual meeting next
following the end of the Corporation's fiscal year ending December 31, 1996; and
each initial director in Class III shall serve for a term ending on the date of
the annual meeting next following the end of the Corporation's fiscal year
ending December 31, 1997.

     5. ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF INCREASES OR
DECREASES IN THE NUMBER OF DIRECTORS. In the event of any increase or decrease
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as director of the class of which he or she is a
member until the expiration of such director's current term or his or her prior
death, retirement or resignation and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
earliest dates following such allocation[, unless otherwise provided for from
time to time by resolution adopted by a majority of the directors then in
office, though less than


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a quorum]. No decrease in the number of director constituting the whole Board of
Directors shall shorten the term of an incumbent Director.

     6. TENURE. Notwithstanding any provisions to the contrary contained herein,
each director shall hold office until his or her successor is elected and
qualified, or until his or her earlier death, resignation or removal.

     7. VACANCIES. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement of the Board of Directors, may be filled only by vote of a majority
of the directors then in office, even if less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of his or her predecessor in office, if applicable, and a
director chosen to fill a position resulting from an increase in the number of
directors shall hold office until the next election of the class for which such
director shall have been chosen and until his or her successor is elected and
qualified, or until his or her earlier death, resignation or removal.

     8. QUORUM. A majority of the total number of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third (1/3)
of the number so fixed constitute a quorum. In the absence of a quorum at any
such meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

     9. ACTION AT MEETING. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law or the
Corporation's By-laws.

     10. REMOVAL. Any one or more or all of the directors may be removed without
cause only by the holders of at least seventy-five percent (75%) of the shares
then entitled to vote at an election of directors. Any one or more or all of the
directors may be removed with cause only by the holders of at least a majority
of the shares then entitled to vote at an election of directors.

     11. STOCKHOLDER NOMINATIONS AND INTRODUCTION OF BUSINESS, ETC. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided in the By-laws of the Corporation.

     EIGHTH. No director (including any advisory director) of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director notwithstanding any provision
of law imposing such liability; provided, however, that, to the extent provided
by applicable law, this provision shall not eliminate the liability of a
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of


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law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.

     NINTH. The Board of Directors of the Corporation, when evaluating any offer
of another party (a) to make a tender or exchange offer for any equity security
of the Corporation or (b) to effect a business combination, shall, in connection
with the exercise of its judgment in determining what is in the best interests
of the Corporation as whole, be authorized to give due consideration to any such
factors as the Board of Directors determines to be relevant, including, without
limitation:

          (i) the interests of the Corporation's stockholders, including the
     possibility that these interests might be best served by the continued
     independence of the Corporation;

          (ii) whether the proposed transaction might violate federal or state
     laws;

          (iii) not only the consideration being offered in the proposed
     transaction, in relation to the then current market price for the
     outstanding capital stock of the Corporation, but also to the market price
     for the capital stock of the Corporation over a period of years, the
     estimated price that might be achieved in a negotiated sale of the
     Corporation as a whole or in part or through orderly liquidation, the
     premiums over market price for the securities of other corporations in
     similar transactions, current political, economic and other factors bearing
     on securities prices and the Corporation's financial condition and future
     prospects; and

          (iv) the social, legal and economic effects upon employees, suppliers,
     customers, creditors and others having similar relationships with the
     Corporation, upon the communities in which the Corporation conducts its
     business and upon the economy of the state, region and nation.

In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and engage in such legal proceedings as the Board of
Directors may determine.

     TENTH.

     1. ACTIONS, SUITS AND PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) (all such persons being
referred to


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hereafter as an "Indemnitee"), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. Notwithstanding
anything to the contrary in this Article, except as set forth in Section 6
below, the Corporation shall not indemnify an Indemnitee seeking indemnification
in connection with a proceeding (or part thereof) initiated by the Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
Corporation.

     2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The Corporation
shall indemnify any Indemnitee who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other enterprise
(including any employee benefit plan), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred
by him or on his behalf in connection with such action, suit or proceeding and
any appeal therefrom, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of such liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses (including attorneys' fees) which the Court of
Chancery of Delaware or such other court shall deem proper.

     3. INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY. Notwithstanding the
other provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, he shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in connection
therewith. Without limiting the foregoing, if any action, suit or proceeding is
disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an


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adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of
guilty or NOLO CONTENDERE by the Indemnitee, (iv) an adjudication that the
Indemnitee did not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be
considered for the purpose hereof to have been wholly successful with respect
thereto.

     4. NOTIFICATION AND DEFENSE OF CLAIM. As a condition precedent to his right
to be indemnified, the Indemnitee must notify the Corporation in writing as soon
as practicable of any action, suit, proceeding or investigation involving him
for which indemnity will or could be sought. With respect to any action, suit,
proceeding or investigation of which the Corporation is so notified, the
Corporation will be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to the Indemnitee. After notice from the Corporation to the
Indemnitee of its election so to assume such defense, the Corporation shall not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such claim, other than as provided
below in this Section 4. The Indemnitee shall have the right to employ his own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the Corporation and the
Indemnitee in the conduct of the defense of such action or (iii) the Corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall be
at the expense of the Corporation, except as otherwise expressly provided by
this Article. The Corporation shall not be entitled, without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of the
Corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above.

     5. ADVANCE OF EXPENSES. Subject to the provisions of Section 6 below, in
the event that the Corporation does not assume the defense pursuant to Section 4
of this Article of any action, suit, proceeding or investigation of which the
Corporation receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be paid
by the Corporation in advance of the final disposition of such matter, PROVIDED,
HOWEVER, that the payment of such expenses incurred by an Indemnitee in advance
of the final disposition of such matter shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the indemnitee is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such undertaking may be accepted without reference to the financial ability of
such person to make such repayment.


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<PAGE>


     6. PROCEDURE FOR INDEMNIFICATION. In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the Corporation of the written request
of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the
Corporation determines, by clear and convincing evidence, within such 60-day
period that the Indemnitee did not meet the applicable standard of conduct set
forth in Section 1 or 2, as the case may be. Such determination shall be made in
each instance by (a) a majority vote of the directors of the Corporation who are
not at that time parties to the action, suit or proceeding in question
("disinterested directors"), even though less than a quorum, (b) if there are no
such disinterested directors, or if such disinterested directors so direct, by
independent legal counsel (who may be regular legal counsel to the corporation)
in a written opinion, (c) a majority vote of a quorum of the outstanding shares
of stock of all classes entitled to vote for directors, voting as a single
class, which quorum shall consist of stockholders who are not at that time
parties to the action, suit or proceeding in question, or (d) a court of
competent jurisdiction.

     7. REMEDIES. The right to indemnification or advances as granted by this
Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6. Unless otherwise provided by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the Corporation. Neither the failure of the Corporation
to have made a determination prior to the commencement of such action that
indemnification is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct, nor an actual determination by the
Corporation pursuant to Section 6 that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
The Indemnitee's expenses (including attorneys' fees) incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such proceeding shall also be indemnified by the Corporation.

     8. SUBSEQUENT AMENDMENT. No amendment, termination or repeal of this
Article or of the relevant provisions of the General Corporation Law of the
State of Delaware or any other applicable laws shall affect or diminish in any
way the rights of any Indemnitee to indemnification under the provisions hereof
with respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.

     9. OTHER RIGHTS. The indemnification and advancement of expenses provided
by this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under


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<PAGE>



any law (common or statutory), agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in any other capacity while holding office for the Corporation,
and shall continue as to an Indemnitee who has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of the Indemnitee. Nothing contained in this Article shall be
deemed to prohibit, and the Corporation is specifically authorized to enter
into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth in this Article. In addition, the
Corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
Corporation or other persons serving the Corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.

     10. PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under any
provision of this Article to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.

     11. INSURANCE. The Corporation may purchase and 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 (including any employee benefit plan) against any expense, liability
or loss incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.

     12. MERGER OR CONSOLIDATION. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.

     13. SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Corporation, to the fullest extent permitted by an applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.


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<PAGE>



     14. DEFINITIONS. Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of the State of Delaware shall
have the respective meanings assigned to such terms in such Section 145(h) and
Section 145(i).

     15. SUBSEQUENT LEGISLATION. If the General Corporation Law of the State of
Delaware is amended after adoption of this Article to expand further the
indemnification permitted to Indemnitees, then the Corporation shall indemnify
such persons to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended.

     ELEVENTH. The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights conferred upon
stockholders are granted subject to this reservation, PROVIDED, HOWEVER, that in
addition to the vote of the holders of any class or series of stock of the
Corporation required by law or by this Certificate of Incorporation, but in
addition to any vote of the holders of any class or series of stock of the
Corporation required by law, this Certificate of Incorporation or a Certificate
of Designation, the affirmative vote of the holders of shares of voting stock of
the Corporation representing at least seventy-five percent (75%) of the voting
power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to (i) reduce or eliminate the
number of authorized shares of Common Stock and Class A Stock set forth in
Article Fourth or (ii) amend or repeal, or adopt any provision inconsistent
with, Parts A, B and C of Article FOURTH and Articles FIFTH, SIXTH, SEVENTH,
EIGHTH, NINTH, TENTH and this Article ELEVENTH of this Certificate of
Incorporation.

     IN WITNESS WHEREOF, the undersigned has hereunto signed his name and
affirms that the statements made in this Certificate of Incorporation are true
under the penalties of perjury this 29th day of June, 1995.


                                                  ------------------------------
                                                  John E. Henry
                                                  Sole Incorporator



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