<PAGE>

                                                                    EXHIBIT 3(i)

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           ENZON PHARMACEUTICALS, INC.

It is hereby certified that:

         1. a) The present name of the corporation (hereinafter called the
"Corporation") is Enzon Pharmaceuticals, Inc.

         (a) The name under which the corporation was originally incorporated is
Enzon, Inc. and the date of filing the original certificate of incorporation of
the Corporation with the Secretary of State of the State of Delaware is May 11,
1983.

         2. The provisions of the certificate of incorporation of the
Corporation as heretofore amended and/or supplemented, are hereby restated and
integrated into the single instrument which is hereinafter set forth, and which
is entitled Restated Certificate of Incorporation of Enzon Pharmaceuticals,
Inc., without further amendment and without any discrepancy between the
provisions of the certificate of incorporation as heretofore amended and
supplemented and the provisions of the said single instrument hereinafter set
forth.

         3. The Board of Directors of the Corporation has duly adopted this
Restated Certificate of Incorporation pursuant to the provisions of Section 245
of the General Corporation Law of the State of Delaware in the form set forth as
follows:


                                      E-2
<PAGE>

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          ENZON PHARMACEUTICALS, INC.

The undersigned, Jeffrey H. Buchalter, being the President and Chief Executive
Officer of Enzon Pharmaceuticals, Inc., a corporation organized and existing
under the laws of the State of Delaware and whose original certificate of
incorporation was filed with the Secretary of State of the State of Delaware on
May 11, 1983 (the "Corporation"), pursuant to Section 245 of the Delaware
General Corporation Law, hereby certifies, as follows:

         FIRST: The Certificate of Incorporation of the Corporation in effect on
the date hereof, is hereby restated in its entirety and is hereby integrated
into, a single instrument entitled Restated Certificate of incorporation of
Enzon Pharmaceuticals, Inc.

         SECOND: The Restated Certificate of Incorporation only restates and
integrates and does not amend the provisions of the Certificate of Incorporation
as in effect at the date hereof. There is no discrepancy between the provisions
in effect at the date hereof and the provision stated in this Restated
Certificate of Incorporation. The Restated Certificate of Incorporation was duly
adopted by the board of directors of the Corporation in accordance with the
provisions of Section 245 of the General Corporation Law of the State of
Delaware.

         THIRD: At the effective time of the Restated Certificate of
Incorporation, the Restated Certificate of Incorporation of the Corporation
shall read as follows:

         1. Name. The name of the corporation is Enzon Pharmaceuticals, Inc.

         2. Address; Registered Agent. The Corporation's registered office in
the State of Delaware is located at Corporation Trust Center, 1209 Orange
Street, City of Wilmington, County of New Castle and the name of its registered
agent at such address is The Corporation Trust Company.

         3. Purpose. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         4. Number of Shares. (A) The total number of shares of capital stock
which the Corporation shall have authority to issue is 93,000,000 shares, of
which 90,000,000 shares shall be Common Stock, par value $.01 per share, and
3,000,000 shares shall be Preferred Stock, par value $.01 per share.

         (B) The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors of the Corporation is hereby expressly authorized
to provide, by resolution or resolutions duly adopted by it prior to issuance,
for the creation of each such series and to fix the designation and the powers,
preferences, rights, qualifications, limitations and restrictions relating to
the shares of each such series. The authority of the Board of Directors with
respect to each series of Preferred Stock shall include, but not be limited to,
determining the following:

         (a) the designation of such series, the number of shares to constitute
such series and the stated value thereof if different from the par value
thereof;

         (b) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights, which may be general or limited;

         (c) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, and the preference or relation
which such dividends shall bear to the dividends payable on any shares of stock
of any other class or any other series of Preferred Stock;

         (d) whether the shares of such series shall be subject to redemption by
the Corporation, and, if so, the times, prices and other conditions of such
redemption;


                                      E-3
<PAGE>

         (e) the amount or amounts payable upon shares of such series upon, and
the rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the Corporation;

         (f) whether the shares of such series shall be subject to the operation
of a retirement or sinking fund and, if so, the extent to and manner in which
any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporation
purposes and the terms and provisions relating to the operation thereof;

         (g) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of
Preferred Stock or any other securities and, if so, the price or prices or the
rate or rates of conversion or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of conversion or exchange;

         (h) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of Preferred
Stock or of any other class; and

         (i) any other powers, preferences and relative, participating, optional
and other special rights, and any qualifications, limitations and restrictions,
thereof.

The powers, preferences and relative, participating, optional and other special
rights of each series of Preferred Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding. All shares of any one series of Preferred Stock shall
be identical in all respects with all other shares of such series, except that
shares of any one series issued at different times may differ as to the dates
from which dividends thereof shall be cumulative.

Pursuant to the authority conferred by this Article Fourth upon the Board of
Directors of the Corporation, the Board of Directors created a series of
Preferred Stock designated as Series B Preferred Stock by filing a Certificate
of Designations of the Corporation with the Secretary of State of the State of
Delaware (the "Secretary of State") on May 22, 2002, and the voting powers,
designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of the
Corporation's Series B Preferred Stock are set forth in Appendix A hereto and
are incorporated herein by reference.

         Name and Address of Incorporator. The name and mailing address of the
incorporator is Dan Brecher, 260 Madison Avenue, New York, New York, 10016.

         5. Election of Directors. Members of the Board of Directors may be
elected either by written ballot or by voice vote.

         6. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the Corporation) make, alter or repeal the by-laws of the Corporation;
provided, that any by-laws made, amended or repealed by the Board of Directors
may be amended or repealed, and any by-laws may be made, by the stockholders of
the Corporation.

         7. Compromises and Arrangements. Whenever a compromise or arrangement
is proposed between the Corporation and its creditors or any class of them
and/or between this Corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of this Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers appointed
for this Corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class


                                      E-4
<PAGE>

of creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.

         8. Number of Directors. (A) The Board of Directors shall consist of not
less than three nor more than fifteen directors, the exact number of directors
to be determined from time to time by resolution adopted by affirmative vote of
a majority of the whole Board of Directors, and such exact number shall be four
until otherwise determined by resolution adopted by affirmative vote of a
majority of the whole Board of Directors. As used in this Article 9, the term
"whole Board" means the total number of directors, which the Corporation would
have if there were no vacancies. The Board of Directors shall divide the
directors into three classes and, when the number of directors is changed, shall
determine the class or classes to which the increased or decreased number of
directors shall be apportioned; provided, that no decrease in the number of
directors shall affect the term of any director then in office. Notwithstanding
the foregoing, and except as otherwise required by law, whenever the holders of
any one or more series of Preferred Stock shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
terms of the director or directors elected by such holders shall expire at the
next succeeding annual meeting of stockholders. The term of office of directors
elected at the 1986 Annual Meeting of Stockholders held on January 20, 1987
shall be as follows: the term of office of directors of the first class shall
expire at the first annual meeting of stockholders after their election; the
term of office of directors of the second class shall expire at the second
annual meeting of stockholders after their election; and the term of office of
directors of the third class shall expire at the third annual meeting of
stockholders after their election; and as to directors of each class, when their
respective successors are elected and qualified. At each annual meeting of
stockholders subsequent to the 1986 Annual Meeting of Stockholders, directors
elected to succeed those whose terms are expiring shall be elected for a term of
office to expire at the third succeeding annual meeting of stockholders and when
their respective successors are elected and qualified.

         (B) Vacancies in the Board of Directors, however caused, and newly
created directorships shall be filled solely by a majority vote of the directors
then in office, whether or not a quorum, and any director so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of the class to which the director has been chosen expires and when the
director's successor is elected and qualified.

         (C) The affirmative vote of the holders of not less than two-thirds of
the outstanding voting shares of capital stock of the Corporation entitled to
vote generally in the election of directors shall be required to amend, alter,
change or repeal, or adopt any provisions inconsistent with this Article 9,
provided, however, that this paragraph shall not apply to, and such two-thirds
vote shall not be required for, any amendment, alteration, change, repeal or
adoption of any inconsistent provision declared advisable by the Board of
Directors by the affirmative vote of two-thirds of the Board and submitted to
stockholders for their consideration, but only if a majority of the members of
the Board of Directors acting upon such matter shall be Continuing Directors.
The term "Continuing Director" shall mean a director who was a member of the
Board as of October 1, 1986.

         9. Limitation of Directors' Liability; Indemnification. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, as the same exists or
hereafter may be amended, or (iv) for any transaction from which the director
derived an improper personal benefit. If the Delaware General Corporation Law
hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Delaware General
Corporation Law. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.

         I, Jeffrey H. Buchalter, President and Chief Executive Officer of the
Corporation, for the purpose of restating the Corporation's Certificate of
Incorporation pursuant to the Delaware General Corporation Law,


                                      E-5
<PAGE>

do make this certificate, hereby declaring and certifying that the facts stated
herein are true and this is my act and deed on behalf of the Corporation this
day of January 12, 2006.

                                /s/ Jeffrey H. Buchalter
                                --------------------------------------------
                                By:    Jeffrey H. Buchalter
                                Title: President and Chief Executive Officer




                                       E-6
<PAGE>

                             Appendix A to Restated Certificate of Incorporation


              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF

                            SERIES B PREFERRED STOCK

                                       OF

                                   ENZON, INC.

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

         Enzon, Inc. (the "Corporation"), a corporation organized and existing
under the laws of the State of Delaware, does hereby certify that, pursuant to
the authority conferred on the Board of Directors of the Corporation by the
Certificate of Incorporation, as amended, of the Corporation and in accordance
with Section 151 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation adopted the following resolution creating
the preferences and rights of its series of 600,000 shares of Preferred Stock,
no shares of which have been issued, designated as " Series B Preferred Stock."

         RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions of its
Certificate of Incorporation, as amended, a series of preferred stock of the
Corporation is hereby created and the designation and amount of such series and
the voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as follows:

                  (a) DESIGNATION AND AMOUNT. The shares of such series shall be
         designated as "Series B Preferred Stock" (the " Series B Preferred
         Stock") and the number of shares constituting the Series B Preferred
         Stock shall be six hundred thousand (600,000). Such number of shares
         may be increased or decreased by resolution of the Board of Directors;
         provided, that no decrease shall reduce the number of shares of Series
         B Preferred Stock to a number less than the number of shares then
         outstanding plus the number of shares reserved for issuance upon the
         exercise of outstanding options, rights or warrants or upon the
         conversion of any outstanding securities issued by the Corporation
         convertible into Series B Preferred Stock.

                  (b) DIVIDENDS AND DISTRIBUTIONS.

                           (i) Subject to the rights of the holders of any
                  shares of any series of preferred stock (or any similar stock)
                  ranking prior and superior to the Series B Preferred Stock
                  with respect to dividends, the holders of shares of Series B
                  Preferred Stock, in preference to the holders of Common Stock,
                  par value $.01 (the "Common Stock"), of the Corporation, and
                  of any other junior stock, shall be entitled to receive, when,
                  as and if declared by the Board of Directors out of funds
                  legally available for the purpose, quarterly dividends payable
                  in cash on the first day of March, June, September and
                  December in each year (each such date being referred to herein
                  as a "Quarterly Dividend Payment Date"), commencing on the


                                      E-7

<PAGE>

                  first Quarterly Dividend Payment Date after the first issuance
                  of a share or fraction of a share of Series B Preferred Stock,
                  in an amount per share (rounded to the nearest cent) equal to
                  the greater of (a) $1.00 or (b) subject to the provision for
                  adjustment hereinafter set forth, 1,000 times the aggregate
                  per share amount of all cash dividends, and 1,000 times the
                  aggregate per share amount (payable in kind) of all non-cash
                  dividends or other distributions, other than a dividend
                  payable in shares of Common Stock or a subdivision of the
                  outstanding shares of Common Stock (by reclassification or
                  otherwise), declared on the Common Stock since the immediately
                  preceding Quarterly Dividend Payment Date or, with respect to
                  the first Quarterly Dividend Payment Date, since the first
                  issuance of any share or fraction of a share of Series B
                  Preferred Stock. In the event the Corporation shall at any
                  time after June 3, 2002, declare or pay any dividend on the
                  Common Stock payable in shares of Common Stock, or effect a
                  subdivision or combination or consolidation of the outstanding
                  shares of Common Stock (by reclassification or otherwise) into
                  a greater or lesser number of shares of Common Stock, then in
                  each such case the amount to which holders of shares of Series
                  B Preferred Stock were entitled immediately prior to such
                  event under clause (b) of the preceding sentence shall be
                  adjusted by multiplying such amount by a fraction, the
                  numerator of which is the number of shares of Common Stock
                  outstanding immediately after such event and the denominator
                  of which is the number of shares of Common Stock that were
                  outstanding immediately prior to such event.

                           (ii) The Corporation shall declare a dividend or
                  distribution on the Series B Preferred Stock as provided in
                  paragraph (A) of this Section immediately after it declares a
                  dividend or distribution on the Common Stock (other than a
                  dividend payable in shares of Common Stock or a subdivision of
                  the outstanding Common Stock); provided that, in the event no
                  dividend or distribution shall have been declared on the
                  Common Stock during the period between any Quarterly Dividend
                  Payment Date and the next subsequent Quarterly Dividend
                  Payment Date, a dividend of $1.00 per share on the Series B
                  Preferred Stock shall nevertheless be payable, out of funds
                  legally available for such purpose, on such subsequent
                  Quarterly Dividend Payment Date.

                           (iii) Dividends shall begin to accrue and be
                  cumulative on outstanding shares of Series B Preferred Stock
                  from the Quarterly Dividend Payment Date next preceding the
                  date of issue of such shares, unless the date of issue of such
                  shares is prior to the record date for the first Quarterly
                  Dividend Payment Date, in which case dividends on such shares
                  shall begin to accrue from the date of issue of such shares,
                  or unless the date of issue is a Quarterly Dividend Payment
                  Date or is a date after the record date for the determination
                  of holders of shares of Series B Preferred Stock entitled to
                  receive a quarterly dividend and before such Quarterly
                  Dividend Payment Date, in either of which events such
                  dividends shall begin to accrue and be cumulative from such
                  Quarterly Dividend Payment Date. Accrued but unpaid dividends
                  shall not bear interest. Dividends paid on the shares of
                  Series B Preferred Stock in an amount less than the total
                  amount of such dividends at the time accrued and payable on
                  such shares shall be allocated pro rata on a share-by-share
                  basis among all such shares at the time outstanding. The Board
                  of Directors may fix a record date for the determination of
                  holders of shares of Series B Preferred Stock entitled to
                  receive payment of a dividend or distribution declared
                  thereon, which record date shall be not more than 60 days
                  prior to the date fixed for the payment thereof.



                                       E-8
<PAGE>

                  (c) VOTING RIGHTS. The holders of shares of Series B Preferred
         Stock shall have the following voting rights:

                           (i) Subject to the provision for adjustment
                  hereinafter set forth, each share of Series B Preferred Stock
                  shall entitle the holder thereof to 1,000 votes on all matters
                  submitted to a vote of the stockholders of the Corporation. In
                  the event the Corporation shall at any time after June 3,
                  2002, declare or pay any dividend on the Common Stock payable
                  in shares of Common Stock, or effect a subdivision or
                  combination or consolidation of the outstanding shares of
                  Common Stock (by reclassification or otherwise) into a greater
                  or lesser number of shares of Common Stock, then in each such
                  case the number of votes per share to which holders of shares
                  of Series B Preferred Stock were entitled immediately prior to
                  such event shall be adjusted by multiplying such number by a
                  fraction, the numerator of which is the number of shares of
                  Common Stock outstanding immediately after such event and the
                  denominator of which is the number of shares of Common Stock
                  that were outstanding immediately prior to such event.

                           (ii) Except as otherwise provided herein, in any
                  other Certificate of Designation creating a series of
                  preferred stock or any similar stock, or by law, the holders
                  of shares of Series B Preferred Stock and the holders of
                  shares of Common Stock and any other capital stock of the
                  Corporation having general voting rights shall vote together
                  as one class on all matters submitted to a vote of
                  stockholders of the Corporation.

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

         (d) CERTAIN RESTRICTIONS.

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

                           (1) declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) to the Series B Preferred Stock;



                                       E-9
<PAGE>

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

                           (3) redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the Series B Preferred Stock, provided that the Corporation
                  may at any time redeem, purchase or otherwise acquire shares
                  of any such junior stock in exchange for shares of any stock
                  of the Corporation ranking junior (either as to dividends or
                  upon dissolution, liquidation or winding up) to the Series B
                  Preferred Stock; or

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

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

         (e) REACQUIRED SHARES. Any shares of Series B Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of preferred
stock and may be reissued as part of a new series of preferred stock subject to
the conditions and restrictions on issuance set forth herein, in the Certificate
of Incorporation, as amended, or in any other certificate of designation
creating a series of preferred stock or any similar stock or as otherwise
required by law.

         (f) LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series B Preferred Stock unless,
prior thereto, the holders of shares of Series B Preferred Stock shall have
received the greater of (i) $1,000 per share, plus an amount equal to accrued


                                       E-10
<PAGE>

and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (ii) an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 1,000 times the
aggregate amount to be distributed per share to holders of shares of Common
Stock, or (2) to the holders of shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series B
Preferred Stock, except distributions made ratably on the Series B Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Corporation shall at any time after June 3, 2002,
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series B Preferred Stock were
entitled immediately prior to such event under clause (1)(ii) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         (g) CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series B Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after June 3, 2002, declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise) into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of shares of
Series B Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         (h) NO REDEMPTION. The shares of Series B Preferred Stock shall not be
redeemable.

         (i) RANK. The Series B Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series of any
other class of the Corporation's preferred stock.

         (j) FRACTIONAL SHARES. Series B Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to receive dividends, participate in distributions
and to have the benefit of all other rights of holders of Series B Preferred
Stock.
                                       E-11
<PAGE>

         (k) AMENDMENT. The Certificate of Incorporation, as amended of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or rights of the Series B Preferred Stock so as
to affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series B Preferred Stock, voting
together as a single class.























                                      E-12