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                          CERTIFICATE OF INCORPORATION

                                       OF

                          PMC ACQUISITION CORPORATION.

                             a Delaware corporation

                  FIRST. The name of the corporation is PMC Acquisition
Corporation.

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

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

                  FOURTH. The total number of shares of stock which the
corporation has authority to issue is 1,000 shares. All of such shares are
Common Stock with no par value per share.

                  FIFTH. The name and mailing address of the sole incorporator
is:

                  Name:                Mailing Address:
                  -----                ----------------

                  Janelle Telesford         c/o Winston & Strawn
                                            200 Park Avenue
                                            New York, NY  10166-4193

                  SIXTH. In furtherance and not in limitation of the powers
conferred by statute, the board of directors of the corporation is expressly
authorized to adopt, amend or repeal the by-laws of the corporation.

                  SEVENTH. Elections of directors need not be by written ballot
unless the by-laws of the corporation so provide.

                  EIGHTH. To the fullest extent permitted by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended, a director of the corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director. The corporation shall indemnify, in accordance with and to the full
extent now or hereafter permitted by law, any 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
(including, without limitation, an action by or in the right of the


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corporation), by reason of such person's acting as a director of the corporation
(and the corporation, in the discretion of the board of directors, may so
indemnify a person by reason of the fact that such person is or was an officer
or employee of the corporation or is or was serving at the request of the
corporation in any other capacity for or on behalf of the corporation) against
any liability or expense actually or reasonably incurred by such person in
respect thereof. Any repeal or modification of this EIGHTH Article shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification. Such indemnification is not
exclusive of any other right of indemnification provided by law, agreement or
otherwise.

                  I, the undersigned, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is my actual deed and that the facts stated
herein are true, and accordingly have hereunto set my hand this 12th day of
February, 1999.


                                            /s/ Janelle Telesford
                                            ---------------------
                                            Janelle Telesford
                                            Sole Incorporator