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                                                                   Exhibit 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                             U.S. TRUST CORPORATION

                         AS AMENDED THROUGH JUNE 2, 1999

                UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW

    FIRST: The name of the Corporation is U.S. TRUST CORPORATION.

    SECOND: The purpose or purposes for which the Corporation is formed are to
engage in any lawful act or activity for which corporations may be organized
under the Business Corporation Law, to engage in the business of a bank holding
company under the Federal Bank Holding Company Act of 1956, as heretofore
amended and as the same may hereafter be amended (the "Bank Holding Company
Act"), and to engage in any lawful act or activity which is or hereafter may be
permitted to be performed by a bank holding company under the Bank Holding
Company Act; provided that the Corporation is not formed to engage in any
activity requiring the consent or approval of any state official, department,
board, agency or other body without such consent or approval first being
obtained.

    THIRD: The office of the Corporation in the State of New York is to be
located in the City and County of New York.

    FOURTH: The aggregate number of shares of all classes which the Corporation
shall have the authority to issue is 75,000,000 shares consisting of 70,000,000
Common Shares, par value $1 per share, and 5,000,000 Preferred Shares, par value
$1 per share.

    The designations and the relative rights, preferences and limitations of the
shares of each class, and the authority hereby vested in the Board of Directors
of the Corporation to establish and to fix the numbers, designations and
relative rights, preferences and limitations of each series of Preferred Shares,
are as follows:

    1. The Preferred Shares may be issued from time to time by the Board of
Directors in one or more series and, subject only to the provisions of this
Article FOURTH and the limitations prescribed by law, the Board of Directors is
expressly authorized, prior to issuance, in the resolution or resolutions
providing for the issue of, or providing for a change in the number of, shares
of any particular series, and by filing a certificate of amendment of the
Certificate of Incorporation of the Corporation pursuant to the Business
Corporation Law, to establish or change the number of shares to be included in
each such series and to fix the designation and relative voting, dividend,
liquidation and other rights, preferences and limitations of the shares of each
such series. The authority of the Board of Directors with respect to each series
shall include, but shall not be limited to, determination of the following:

    (a) the distinctive serial designation of such series and the number of
shares constituting such series (provided that the aggregate number of shares
constituting all series of Preferred Shares shall not exceed the aggregate
number of Preferred Shares authorized above);

    (b) the times at which and the conditions under which dividends shall be
payable on shares of such series, the annual dividend rate thereon, whether
dividends shall be cumulative and, if so, from which date or dates, and the
status of such dividends as participating or non-participating;

    (c) whether the shares of such series shall be redeemable and, if so, the
terms and conditions of such redemption, including the date or dates upon and
after which such shares shall be redeemable, and the amount per share payable in
case of redemption, which amount may vary under different conditions and at
different redemption dates;

    (d) the obligation, if any, of the Corporation to retire shares of such
series pursuant to a sinking fund or redemption or purchase account;

    (e) whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or shares of any series
of any class, and, if so, the terms and conditions of such conversion or
exchange, including the price or prices or the rate or rates of conversion or
exchange and the terms of adjustment thereof, if any;

    (f) whether the shares of such series shall have voting rights, in addition
to the voting rights otherwise provided by law, and, if so, the terms of such
voting rights;
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    (g) the rights of the shares of such series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation; and

    (h) any other relative rights, preferences and limitations of such series.

    2. All Preferred Shares shall be of equal rank with each other regardless of
series. In case the stated dividends and the amounts payable on liquidation are
not paid in full, the Preferred Shares of all series shall share ratably in the
payment of dividends including accumulations, if any, in accordance with the
sums which would be payable on such shares if all dividends were declared and
paid in full, and in any distribution of assets other than by way of dividends
in accordance with the sums which would be payable in such distribution if all
sums payable were discharged in full.

    3. The Preferred Shares of any one series shall be identical with each other
in all respects except as to the dates from which cumulative dividends, if any,
thereon shall be cumulative.

    4. Subject to the rights of the Preferred Shares, dividends may be paid upon
the Common Shares as and when declared by the Board of Directors out of any
funds legally available therefor.

    5. Upon any liquidation, dissolution or winding up of the affairs of the
Corporation (which shall not be deemed to include a consolidation or merger of
the Corporation, or the sale of all or substantially all of the Corporation's
assets, into, with or to any other corporation or corporations), whether
voluntary or involuntary, and after the holders of the Preferred Shares shall
have been paid in full the amounts, if any, to which they respectively shall be
entitled or provision for such payment shall have been made, the remaining net
assets of the Corporation shall be distributed pro rata to the holders of the
Common Shares.

    6. There is hereby established a series of the Corporation's authorized
Preferred Shares, to be designated as the Series A Participating Cumulative
Preferred Shares, par value $1 per share. The relative rights, preferences and
limitations of the Series A Preferred Shares, insofar as not already fixed by
any other provision of this Certificate of Incorporation shall, as fixed by the
Board of Directors of the Corporation in the exercise of authority conferred by
this Certificate of Incorporation, and as permitted by Section 502 of the
Business Corporation Law, be as follows:

    (i) Designation and Number of Shares. The shares of such series shall be
designated as "Series A Participating Cumulative Preferred Shares" (the "Series
A Preferred Shares"). The par value of each share of the Series A Preferred
Shares shall be $1. The number of shares initially constituting the Series A
Preferred Shares shall be 300,000; provided, however, that the number of Series
A Preferred Shares may be increased, by an amendment of this paragraph (i) of
this Section 6, approved by the Board of Directors of the Corporation, if within
the authority of the Board of Directors of the Corporation under Article FOURTH
of the Certificate of Incorporation, to such greater number of Series A
Preferred Shares as are at any time issuable upon exercise of the Rights (the
"Rights") issued pursuant to the Rights Agreement dated as of September 1, 1995,
between the Corporation and First Chicago Trust Company of New York, as Rights
Agent (the "Rights Agreement").

    (ii) Dividends or Distributions.

    (a) subject to the prior and superior rights of the holders of shares of any
other series of Preferred Shares or other class or series of capital stock of
the Corporation ranking prior and superior to the Series A Preferred Shares with
respect to dividends, the holders of shares of the Series A Preferred Shares
shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Corporation legally available therefor, (1)
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 first Quarterly Dividend
Payment Date after the first issuance of a share or a fraction of a share of the
Series A Preferred Shares, in the amount of $25 per whole share (rounded to the
nearest cent) less the amount of all cash dividends declared on the Series A
Preferred Shares pursuant to the following clause (2) 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 the Series A Preferred Shares, and (3) dividends payable
in cash on the payment date for each cash dividend declared on the Common Shares
in an amount per whole share (rounded to the nearest cent) equal to the Formula
Number then in effect times the cash dividends then to be paid on each Common
Share. In addition, if the Corporation shall pay any dividend or make any
distribution on the Common Shares payable in assets, securities or other forms
of noncash consideration (other than dividends or distributions solely in Common
Shares), then, in each such case, the Corporation shall simultaneously pay or
make on each outstanding whole share of the Series A Preferred Shares a dividend
or distribution in like kind equal to the Formula Number then in effect times
such dividend or distribution on each Common Share. As used in this Section 6,
the "Formula Number" shall be 100; provided, however, that if at any time after
the Record Date (as defined the Rights Agreement), the Corporation shall (i)
declare or pay any dividend on the Common Shares payable in Common Shares or
make any distribution on the Common Shares in Common Shares, (ii) subdivide (by
a stock split or otherwise) the outstanding Common Shares into a larger number
of Common Shares or (iii) combine (by a reverse stock split or otherwise) the
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outstanding Common Shares into a smaller number of Common Shares, then in each
such event the Formula Number shall be adjusted to a number determined by
multiplying the Formula Number in effect immediately prior to such event by a
fraction, the numerator of which is the number of Common Shares that are
outstanding immediately after such event and the denominator of which is the
number of Common Shares that are outstanding immediately prior to such event
(and rounding the result to the nearest whole number); and provided, further,
that if at any time after the Record Date, the Corporation shall issue any
shares of its capital stock in a reclassification or change of the outstanding
Common Shares (including any such reclassification or change in connection with
a merger in which the Corporation is the surviving corporation), then in each
such event the Formula Number shall be appropriately adjusted to reflect such
reclassification or change;

    (b) the Corporation shall declare a dividend or distribution on the Series A
Preferred Shares as provided in paragraph (ii)(a) above immediately prior to or
at the same time it declares a dividend or distribution on the Common Shares
(other than a dividend or distribution solely in Common Shares); provided,
however, that, in the event no dividend or distribution (other than a dividend
or distribution in Common Shares) shall have been declared on the Common Shares
during the period between any Quarterly Dividend Payment Date and the next
Quarterly Dividend Payment Date, a dividend of $25 per share on the Series A
Preferred Shares shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Shares entitled to
receive a dividend or distribution declared thereon, which record date shall be
the same as the record date for any corresponding dividend or distribution on
the Common Shares;

    (c) dividends shall begin to accrue and be cumulative on outstanding Series
A Preferred Shares from and after the Quarterly Dividend Payment Date next
preceding the date of original issue of such Series A Preferred Shares;
provided, however, that dividends on Series A Preferred Shares which are
originally issued after the record date for the determination of holders of
Series A Preferred Shares entitled to receive a quarterly dividend and on or
prior to the next succeeding Quarterly Dividend Payment Date shall begin to
accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Notwithstanding the foregoing, dividends on Series A Preferred Shares which are
originally issued prior to the record date for the first Quarterly Dividend
Payment, shall be calculated as if cumulative from and after the March 1, June
1, September 1 or December 1, as the case may be, next preceding the date of
original issuance of such Series A Preferred Shares. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Preferred Shares 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;

    (d) so long as any shares of the Series A Preferred Shares are outstanding,
no dividends or other distributions shall be declared, paid or distributed, or
set aside for payment or distribution, on the Common Shares unless, in each
case, the dividend required by this paragraph (ii) to be declared on the Series
A Preferred Shares shall have been declared and paid or set apart;

    (e) the holders of the shares of Series A Preferred Shares shall not be
entitled to receive any dividends or other distributions except as provided
herein.

    (iii) Voting Rights. The holders of shares of Series A Preferred Shares
shall have the following voting rights:

    (a) each holder of Series A Preferred Shares shall be entitled to a number
of votes equal to the Formula Number then in effect, for each share of the
Series A Preferred Shares held of record on each matter on which holders of the
Common Shares or shareholders generally are entitled to vote, multiplied by the
number of votes per share which the holders of the Common Shares or shareholders
generally then have with respect to such matter;

    (b) except as otherwise provided herein or by applicable law, the holders of
shares of Series A Preferred Shares and the holders of shares of Common Shares
shall vote together as one class for the election of directors of the
Corporation and on all other matters submitted to a vote of shareholders of the
Corporation;

    (c) if at the time of any annual meeting of shareholders for the election of
directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series A Preferred Shares are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two, subject to any limitation set forth in
this Certificate of Incorporation on the maximum number of directors then
allowable. In addition to voting together with the holders of Common Shares for
the election of other directors of the Corporation, the holders of record of the
Series A Preferred Shares, voting separately as a class to the exclusion of the
holders of Common Shares, shall be entitled at said meeting of shareholders (and
at each subsequent annual meeting of shareholders), unless all dividends in
arrears have been paid or declared and set apart for payment prior thereto, to
vote for the election of such additional directors, if any, of the Corporation,
the holders of any Series A Preferred Shares being entitled to cast a number of
votes per share of the Series A Preferred Shares equal to the Formula Number.
Until the default in payments of all dividends which permitted the election of
said directors shall cease to exist any director who shall have been so elected
pursuant to the next preceding sentence may be removed at any time by, and be
removed without cause only by, the affirmative vote of the holders of the Series
A Preferred Shares at the time entitled to cast a majority of the votes entitled
to be cast for the election of any such director at a
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special meeting of such holders called for that purpose, and any vacancy thereby
created may be filled by the vote of such holders. If and when such default
shall cease to exist, the holders of the Series A Preferred Shares shall be
divested of the foregoing special voting rights, subject to revesting in the
event of each and every subsequent like default in payments of dividends. Upon
the termination of the foregoing special voting rights, the terms of office of
all persons who may have been elected director pursuant to said special voting
rights shall forthwith terminate, and the number of directors constituting the
Board of Directors shall be reduced by two or such other number of directors as
shall have been added pursuant to the provisions of this subsection (c). The
voting rights granted by this subsection (c) shall be in addition to any other
voting rights granted to the holders of the Series A Preferred Shares in this
paragraph (iii);

    (d) except as provided herein, in paragraph (xi) or by applicable law,
holders of Series A Preferred Shares 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 Shares as set forth herein) for authorizing or
taking any corporate action.

    (iv) Certain Restrictions.

    (a) whenever quarterly dividends or other dividends or distributions payable
on the Series A Preferred Shares as provided in paragraph (ii) of this Section 6
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Shares
outstanding shall have been paid in full, the Corporation shall not

    (1) declare or pay dividends on, make any other distributions on, or redeem
or purchase or otherwise acquire for consideration any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Shares;

    (2) declare or pay dividends on 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 A Preferred Shares, except dividends
paid ratably on the Series A Preferred Shares 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 on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Shares provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such parity 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 A Preferred Shares; or

    (4) purchase or otherwise acquire for consideration any shares of Series A
Preferred Shares, or any shares of stock ranking on a parity with the Series A
Preferred Shares, 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;

    (b) 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 subparagraph (a) of this
paragraph (iv), purchase or otherwise acquire such shares at such time and in
such manner.

    (v) Liquidation Rights. Upon the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, 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 A Preferred Shares
unless, prior thereto, the holders of Series A Preferred Shares shall have
received an amount equal to the accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, plus an amount
equal to the greater of (x) $100 per share or (y) an aggregate amount per share
equal to the Formula Number then in effect times the aggregate amount to be
distributed per share to holders of Common Shares, or (2) to the holders of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Shares, except
distributions made ratably on the Series A Preferred Shares and all other 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.

    (vi) Consolidation, Merger, etc. In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the Common
Shares are exchanged for or changed into other stock or securities, cash or any
other property, then in any such case the then outstanding shares of Series A
Preferred Shares shall at the same time be similarly exchanged or changed in an
amount per share equal to the Formula Number then in effect times the aggregate
amount of stock, securities, cash or any other property (payable in kind), as
the case may be, into which or for which each Common Share is exchanged or
changed.

    (vii) Redemption; No Sinking Fund.
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    (a) the Series A Preferred Shares shall not be redeemable at the option of
the Corporation except as set forth in this paragraph (vii). The outstanding
Series A Preferred Shares may be redeemed at the option of the Board of
Directors as a whole, but not in part, at any time at which, in the good faith
determination of the Board of Directors no person beneficially owns more than
10% of the aggregate voting power represented by all the outstanding shares of
capital stock of the Corporation generally entitled to vote in the election of
Directors of the Corporation, at a cash price per share equal to (i) 125% of the
product of the Formula Number times the Market Value (as such term is
hereinafter defined) of the Common Shares, plus (ii) all dividends which on the
redemption date have accrued on the shares to be redeemed and have not been paid
or declared and a sum sufficient for the payment thereof set apart, without
interest. The "Market Value" on any date shall be deemed to be the average of
the daily closing prices, per share, of the Common Shares for the 30 consecutive
Trading Days immediately prior to the date in question. The closing price for
each Trading Day shall be the last sale price, regular way, or, in case no such
sale take place on such Trading Day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated
transaction reporting system if the Common Shares are listed or admitted to
trading on a national securities exchange or, if the Common Shares are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System or such other system then
in use, or, if on any such Trading Day the Common Shares are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Common Shares selected by
the Board of Directors of the Corporation. If on any such Trading Day no market
maker is making a market in the Common Shares, the closing price of such Common
Shares on such Trading Day shall be deemed to be the fair value of the Common
Shares as determined in good faith by the Board of Directors of the Corporation.
"Trading Day" shall mean a day on which the principal national securities
exchange on which the Common Shares are listed or admitted to trading is open
for the transaction of business or, if the Common Shares are not listed or
admitted to trading on any national securities exchange, a Monday, Tuesday,
Wednesday, Thursday or Friday which is not a day on which banking institutions
in the Borough of Manhattan, The City of New York, are authorized or obligated
by law or executive order to close;

    (b) the shares of Series A Preferred Shares shall not be subject to or
entitled to the operation of a retirement or sinking fund.

    (viii) Ranking. The Series A Preferred Shares shall rank equally and on a
parity with all other series of Preferred Shares of the Corporation with respect
to the payment of dividends and distribution of assets upon the liquidation,
dissolution or winding up of the Corporation.

    (ix) Fractional Shares. The Series A Preferred Shares shall be issuable upon
exercise of the Rights issued pursuant to the Rights Agreement in whole shares
or in any fraction of a share that is one one-hundredth (1/100th) of a share or
any integral multiple of such fraction which shall entitle the holder, in
proportion to such holder's fractional shares, to receive dividends, exercise
voting rights, participate in distributions and to have the benefit of all other
rights of holders of Series A Preferred Shares. The Corporation, prior to the
first issuance of a share or a fraction of a share of Series A Preferred Shares,
may elect (1) to issue certificates evidencing such authorized fraction of a
share of Series A Preferred Shares or (2) to issue depository receipts
evidencing such authorized fraction of a share of Series A Preferred Shares
pursuant to an appropriate agreement between the Corporation and a depository
selected by the Corporation, provided that such agreement shall provide that the
holders of such depository receipts shall have all the rights, privileges and
preferences to which they are entitled as holders of the Series A Preferred
Shares.

    (x) Reacquired Shares. Any Series A Preferred Shares 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 Shares,
without designation as to series until such shares are once more designated as
part of a particular series by resolution of the Board of Directors.

    (xi) Amendment. None of the powers, preferences and relative, participating,
optional and other special rights of the Series A Preferred Shares as provided
herein shall be amended in any manner which would alter or change the powers,
preferences, rights or privileges of the holders of Series A Preferred Shares so
as to affect them adversely without the affirmative vote of the holders of at
least 66 2/3% of the outstanding Series A Preferred Shares, voting as a separate
class; provided, however, that no such amendment approved by the holders of at
least 66 2/3% of the outstanding Series A Preferred Shares shall be deemed to
apply to the powers, preferences, rights or privileges of any holder of Series A
Preferred Shares originally issued upon exercise of the Rights after the time of
such approval without the approval of such holder.

    FIFTH: No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential, preemptive or other right to subscribe
for, purchase or receive any shares of the Corporation of any class, now or
hereafter authorized, or any options or warrants for such shares, or any rights,
to subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time be issued, sold or offered
for sale by the Corporation other than as the Board of Directors in its
discretion may from time to time determine on such terms and conditions as the
Board of Directors may from time to time fix.
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    SIXTH: The Secretary of State is designated as agent of the Corporation upon
whom process against it may be served. The mail post office address to which the
Secretary of State shall mail a copy of any process against the Corporation
served upon him or her is 114 West 47th Street, New York, New York 10036.

    SEVENTH: The accounting period which the Corporation intends to establish as
its first calendar or fiscal year for reporting the franchise tax imposed by
Article Nine-A of the Tax Law of the State of New York is the period ending
December 31, 1995.

    EIGHTH: (A) Except as provided in paragraph (B), the affirmative vote, at a
meeting of the shareholders of the Corporation, of (i) the holders of at least
80% of the combined voting power of the then outstanding Voting Shares (as
hereinafter defined) of the Corporation and (ii) the holders of at least a
majority of the combined voting power of the then outstanding Voting Shares of
the Corporation held by Disinterested Shareholders (as hereinafter defined), in
each case voting together as a single class, shall be required prior to and as a
condition to the consummation of any Business Combination (as hereinafter
defined). Such vote shall be in addition to any shareholder vote required
without reference to this Article EIGHTH, and shall be required notwithstanding
that no vote may otherwise be required, or that some lesser percentage may be
specified, by law, by this certificate of incorporation, by the Corporation's
bylaws or otherwise.

    (B) The provisions of paragraph (A) shall not apply to a particular Business
Combination, and such Business Combination shall require only such shareholder
vote or approval (if any) as would be required without reference to this Article
EIGHTH, if either (I) the Business Combination shall have been approved by a
majority of the Continuing Directors (as hereinafter defined), whether such
approval is given before or after the transaction in which the Interested
Shareholder (as hereinafter defined) became an Interested Shareholder, or (II)
all the conditions set forth in subparagraphs (1) through (5) below are
satisfied.

    (1) The transaction constituting the Business Combination shall provide that
the holders of Common Shares shall receive a consideration in exchange for their
Common Shares, and the aggregate amount of cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of the Business
Combination of consideration other than cash to be received per share by holders
of Common Shares in such Business Combination shall be at least equal to the
highest of the following:

    (a) (if applicable) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid in order to
acquire any Common Shares of which the Interested Shareholder is the Beneficial
Owner (as hereinafter defined) which were acquired (i) within the two-year
period immediately prior to the date of the first public announcement of the
proposed Business Combination (the "Announcement Date") or (ii) in the
transaction in which the Interested Shareholder became an Interested
Shareholder, whichever is higher;

    (b) the Fair Market Value per Common Share on the Announcement Date or on
the date on which the Interested Shareholder became an Interested Shareholder,
whichever is higher; and

    (c) (if applicable) the price per share equal to the Fair Market Value per
Common Share determined pursuant to clause (b) immediately preceding multiplied
by the ratio of (i) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid in order to
acquire any Common Shares of which the Interested Shareholder is the Beneficial
Owner which were acquired within the two-year period immediately prior to the
Announcement Date to (ii) the Fair Market Value per Common Share on the first
day in such two-year period on which the Interested Shareholder was the
Beneficial Owner of any Common Shares.

    (2) If the transaction constituting the Business Combination shall provide
that the holders of any class of outstanding Voting Shares other than Common
Shares shall receive a consideration in exchange for their shares, the aggregate
amount of cash and the Fair Market Value as of the date of the consummation of
the Business Combination of consideration other than cash to be received per
share by holders of such Voting Shares shall be at least equal to the highest of
the following (it being intended that the requirements of this subparagraph
(B)(2) shall be met with respect to every class of outstanding Voting Shares
other than Common Shares, whether or not the Interested Shareholder is the
Beneficial Owner of any shares of a particular class of such Voting Shares):

    (a) (if applicable) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid in order to
acquire any shares of such class of Voting Shares of which the Interested
Shareholder is the Beneficial Owner which were acquired (i) within the two-year
period immediately prior to the Announcement Date or (ii) in the transaction in
which the Interested Shareholder became an Interested Shareholder, whichever is
higher;

    (b) (if applicable) the highest preferential amount per share to which the
holders of shares of such class of Voting Shares are entitled in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
<PAGE>   7
    (c) the Fair Market Value per share of such class of Voting Shares on the
Announcement Date or on the date on which the Interested Shareholder became an
Interested Shareholder, whichever is higher; and

    (d) (if applicable) the price per share equal to the Fair Market Value per
share of such class of Voting Shares determined pursuant to clause (c)
immediately preceding multiplied by the ratio of (i) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid in order to acquire any shares of such class of Voting Shares of
which the Interested Shareholder is the Beneficial Owner which were acquired
within the two-year period immediately prior to the Announcement Date to (ii)
the Fair Market Value per share of such class of Voting Shares on the first day
in such two-year period on which the Interested Shareholder was the Beneficial
Owner of any shares of such class of Voting Shares.

    (3) The consideration to be received in such Business Combination by holders
of a particular class of outstanding Voting Shares (including Common Shares)
shall be in cash or in the same form as was previously paid in order to acquire
shares of such class of Voting Shares of which the Interested Shareholder is the
Beneficial Owner and, if the Interested Shareholder is the Beneficial Owner of
shares of any class of Voting Shares which were acquired with varying forms of
consideration, the form of consideration to be received by holders of such class
of Voting Shares shall be either cash or the form used to acquire the largest
number of shares of such class of Voting Shares of which the Interested
Shareholder is the Beneficial Owner.

    (4) After such Interested Shareholder became an Interested Shareholder and
prior to the consummation of such Business Combination, (a) such Interested
Shareholder shall not have received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans, advances, guarantees, pledges
or other financial assistance or tax credits provided by the Corporation or any
Subsidiary (as hereinafter defined), or made any major change in the
Corporation's business or equity capital structure or entered into any contract,
arrangement or understanding with the Corporation, except any such change,
contract, arrangement or understanding as may have been approved by a majority
of the Continuing Directors, (b) except as approved by a majority of the
Continuing Directors, there shall have been no failure to declare and pay at the
regular date therefor any full quarterly dividend (whether or not cumulative) on
any outstanding Preferred Shares or other shares of the Corporation entitled to
a preference over Common Shares as to dividends or upon liquidation; (c) there
shall have been (i) no reduction in the annual rate of dividends paid on the
Common Shares (except as necessary to reflect any subdivision of the Common
Shares), unless approved by a majority of the Continuing Directors, and (ii) an
increase in such annual rate of dividends (as necessary to prevent any such
reduction) in the event of any reclassification (including any reverse stock
split), recapitalization, reorganization or similar transaction which has the
effect of reducing the number of outstanding Common Shares, unless the failure
so to increase such annual rate is approved by a majority of the Continuing
Directors; (d) such Interested Shareholder shall not have become the Beneficial
Owner of any additional Voting Shares subsequent to the transaction in which it
became an Interested Shareholder; and (e) there shall have always been at least
three Continuing Directors on the Board of Directors of the Corporation.

    (5) Whether or not required by law, a proxy or information statement
complying with the requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") shall have been mailed to all holders of Voting
Shares for the purpose of soliciting shareholder approval of such Business
Combination at least 30 days prior to the consummation thereof. Such proxy or
information statement shall contain at the front thereof, in a prominent place,
any recommendations as to the advisability (or inadvisability) of the Business
Combination which the Continuing Directors, or any of them, may have furnished
to the Corporation in writing and, if deemed advisable by a majority of the
Continuing Directors, an opinion of a reputable investment banking firm as to
the fairness (or lack of fairness) of the terms of such Business Combination
from the point of view of the Disinterested Shareholders (such investment
banking firm to be selected by a majority of the Continuing Directors, to be
furnished with all information it reasonably requests and to be paid a
reasonable fee by the Corporation for its services following the receipt by the
Corporation of such opinion).
<PAGE>   8
    (C) For the purposes of this Article EIGHTH:

    (1) The term "Business Combination" means (i) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition to or with an Interested
Shareholder (in a single transaction or a series of related transactions) of all
or a Substantial Part (as hereinafter defined) of the assets of the Corporation
(including without limitation any securities of a Subsidiary) or all or a
Substantial Part of the assets of a Subsidiary; (ii) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition to or with the Corporation or to
or with a Subsidiary (in a single transaction or a series of related
transactions) of all or a Substantial Part of the assets of an Interested
Shareholder; (iii) any merger or consolidation of the Corporation or any
Subsidiary into or with an Interested Shareholder or into or with another
Corporation or company which, after such merger or consolidation, would be an
Affiliate (as hereinafter defined) of an Interested Shareholder, in each case
irrespective of which Corporation or company is the surviving entity in such
merger or consolidation; (iv) the issuance or transfer of any securities of the
Corporation or a Subsidiary by the Corporation or a Subsidiary to an Interested
Shareholder, with the exception of securities which, when aggregated with all
such securities so issued or transferred within the preceding five years to such
Interested Shareholder and the Affiliates and Associates (as hereinafter
defined) of such Interested Shareholder, or any of them, have a Fair Market
Value of less than $13 million, determined in each case as of the time of each
issuance or transfer in question and with the exception of an issuance of
securities upon conversion of convertible securities of the Corporation or of a
Subsidiary which were not acquired by the Interested Shareholder (or any such
Affiliate or Associate) from the Corporation or any Subsidiary; (v) any
reclassification of securities (including any reverse stock split or
consolidation of shares), recapitalization, reorganization, merger or
consolidation of the Corporation with any of its Subsidiaries, or any similar
transaction (whether or not with or into or otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate amount of the outstanding shares or amount of any class of equity
security of the Corporation or any Subsidiary which is directly or indirectly
owned by any Interested Shareholder; (vi) any merger of the Corporation into a
Subsidiary, or any consolidation between the Corporation and a Subsidiary,
unless the surviving or consolidated corporation or company, as the case may be,
has a provision in its certificate of incorporation identical or substantially
similar to this Article EIGHTH; (vii) the adoption of any plan or proposal for
the liquidation or dissolution of the Corporation proposed by or on behalf of
any Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder; or (viii) any agreement, contract or other arrangement providing
for any of the transactions hereinabove described in this definition of Business
Combination.

    (2) "Interested Shareholder" at any particular time means, with respect to
any Business Combination, any Person (as hereinafter defined) (other than the
Corporation or any Subsidiary) who or which (i) is the Beneficial Owner of 10%
or more of the outstanding Voting Shares, (ii) is an Affiliate of the
Corporation and at any time within the preceding five years was the Beneficial
Owner of 10% or more of the then outstanding Voting Shares or (iii) is at such
time an assignee of or has otherwise succeeded to the beneficial ownership of
any Voting Shares of which any Interested Shareholder was the Beneficial Owner
at any time within the two-year period immediately prior to the date in
question, if such assignment or succession shall have occurred in the course of
a transaction or series of related transactions not involving any public
offering within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). "Person" means any individual, firm, corporation, company or
other entity.

    (3) A Person shall be considered the "Beneficial Owner" of any Voting Shares
(i) which are owned beneficially (whether or not owned of record) by such Person
or by any Affiliate or Associate of such Person, (ii) which such Person or any
Affiliate or Associate of such Person has (a) the right to acquire (whether such
right is exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (b) the right to
vote pursuant to any agreement, arrangement or understanding, or (iii) which are
owned beneficially (whether or not owned of record) by any other Person with
which such first-mentioned Person or any of its Affiliates or Associates has any
agreement, arrangement or understanding with respect to acquiring, holding,
voting or disposing of any Voting Shares or acquiring, holding or disposing of
all or a Substantial Part of the assets of the Corporation or a Subsidiary. For
the purpose only of determining whether a Person is the Beneficial Owner of 10%
or more of the outstanding Voting Shares, such outstanding shares shall be
deemed to include any Voting Shares which may be issuable pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants, options or otherwise and of which such Person
is deemed to be the Beneficial Owner pursuant to the foregoing provisions of
this subparagraph (3). In addition to such provisions, for all purposes of this
Article EIGHTH, a Person shall be deemed to be the Beneficial Owner of Voting
Shares if such Person is deemed the beneficial owner thereof pursuant to Rule
13d-3 under the Exchange Act.

    (4) For the purpose of determining whether a Person is an Interested
Shareholder pursuant to subparagraph (2) of this paragraph (C), the number of
Voting Shares deemed to be outstanding shall include shares of which the
Interested Shareholder is deemed the Beneficial Owner through application of
subparagraph (3) of this paragraph (C) but shall not include any other Voting
Shares which may be issuable pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise.
<PAGE>   9
    (5) "Disinterested Shareholder" means a shareholder of the Corporation who
is not an Interested Shareholder or an Affiliate or an Associate of an
Interested Shareholder.

    (6) The term "Voting Shares" means shares of the Corporation entitled to
vote generally in the election of directors, considered for the purposes of this
Article EIGHTH as one class.

    (7) The term "Substantial Part" as used with reference to the assets of the
Corporation, of any Subsidiary or of any Interested Shareholder means assets
having a value of more than 5% of the total consolidated assets of the
Corporation and its Subsidiaries as of the end of the Corporation's most recent
fiscal year ended prior to the time the determination is being made.

    (8) For purposes of paragraph (B) of this Article EIGHTH, in the event of a
Business Combination upon consummation of which the Corporation would be the
surviving corporation or company or would continue to exist (unless it is
provided, contemplated or intended that as part of such Business Combination or
within one year after consummation thereof a plan of liquidation or dissolution
of the Corporation will be adopted or effected), the term "consideration other
than cash to be received" shall include (without limitation) Common Shares of
the Corporation retained by shareholders of the Corporation other than
Interested Shareholders who are parties to such Business Combination.

    (9) "Continuing Director" means a member of the Board of Directors of the
Corporation who is not an Affiliate or an Associate of an Interested Shareholder
and not a representative or nominee of an Interested Shareholder and who either
(i) was first elected as a director prior to the date as of which an Interested
Shareholder who or which proposes to enter into or be a party to or involved in
a Business Combination became an Interested Shareholder or (ii) was designated
(before his initial election as a director) as a continuing Director by a
majority of the then Continuing Directors.

    (10) "Affiliate" means a Person who directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, another Person and in addition means any "affiliate" as that term is
defined in Rule 12b-2 under the Exchange Act (the term "registrant" in such Rule
12b-2 meaning in this case the Corporation).

    (11) "Associate" means (i) any corporation, company or organization of which
a Person is an officer or partner or is, directly or indirectly, the Beneficial
Owner of 5% or more of any class (or series thereof) of equity securities, (ii)
any trust or other estate in which a Person has a 5% or larger beneficial
interest of any nature or as to which a Person serves as trustee or in a similar
fiduciary capacity, (iii) any spouse of a Person, (iv) any relative of a Person,
or any relative of a spouse of a Person, who has the same residence as such
Person or spouse, and (v) any "associate" as that term is defined in such Rule
12b-2 (the term "registrant" in such Rule 12b-2 meaning in this case the
Corporation).

    (12) "Subsidiary" means any corporation or company of which a majority of
any class (or series thereof) of equity security (as defined in Rule 3a11-1
under the Exchange Act) is owned, directly, or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Interested
Shareholder set forth in subparagraph (2) of this paragraph (C), the term
"Subsidiary" shall mean only a corporation or company of which a majority of
each class (or series thereof) of equity security is owned, directly or
indirectly, by the Corporation.

    (13) "Fair Market Value" means: (1) in the case of shares, the highest
closing sale price during the 30-day period immediately preceding the date in
question of a share on the Composite Tape for New York Stock Exchange Listed
Stocks, or, if such class of shares is not quoted on the Composite Tape, on the
New York Stock Exchange, or if such class is not listed on such Exchange, on the
principal United States securities exchange registered under the Exchange Act on
which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing sale price (or highest closing bid quotation if
such closing sale price is not reported) with respect to such shares during the
30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotation System or any system then in use,
or if no such quotations are available, the fair market value on the date in
question of a share as determined by a majority of the Continuing Directors in
good faith; and (2) in the case of property other than cash or shares, the fair
market value of such property on the date in question as determined by a
majority of the Continuing Directors in good faith.

    (14) As used in the definition of Business Combination, a "series of related
transactions" shall be deemed to include not only a series of transactions with
the same Interested Shareholder but also a series of separate transactions with
an Interested Shareholder and any Affiliate or Associate of such Interested
Shareholder.

    (15) An Interested Shareholder shall be deemed to have acquired a share of
the Corporation at the time when such Interested Shareholder became the
Beneficial Owner thereof. With respect to shares owned by Affiliates, Associates
or other Persons whose ownership is attributed to an Interested Shareholder
under the foregoing definition of Beneficial Owner, if the price paid by such
Interested Shareholder for such shares is not determinable, the price so paid
shall be deemed to be the higher of (a) the price paid upon
<PAGE>   10
acquisition thereof by the Affiliate, Associate or other Person or (b) the
market price of the shares in question at the time when the Interested
Shareholder became the Beneficial Owner thereof.

    (D) A majority of the Continuing Directors shall have the power to determine
for the purposes of this Article EIGHTH, on the basis of information known to
them, (i) whether a Person is an Interested Shareholder, (ii) the number of
Voting Shares of which any Person is the Beneficial Owner, (iii) whether a
Person is an Affiliate or Associate of another, (iv) whether a Person has an
agreement, arrangement or understanding with another as to the matters referred
to in subparagraph (3) of paragraph (C), (v) whether the assets subject to any
Business Combination constitute a "Substantial Part" as hereinabove defined,
(vi) whether two or more transactions constitute a "series of related
transactions" as hereinabove defined and (vii) any matters referred to in
subparagraph (15) of paragraph (C). Any such determination made in good faith
shall be binding and conclusive on all parties.

    (E) Any amendment, change or repeal of this Article EIGHTH, or any other
amendment of this certificate of incorporation which would have the effect of
modifying or permitting circumvention of this Article EIGHTH, shall require the
affirmative vote, at a meeting of shareholders of the Corporation, of (i) the
holders of at least 80% of the combined voting power of the then outstanding
Voting Shares and (ii) the holders of at least a majority of the combined voting
power of the then outstanding Voting Shares held by Disinterested Shareholders,
in each case voting together as a single class; provided, however, that this
paragraph (E) shall not apply to, and such 80% vote and such majority vote shall
not be required for, any such amendment, change or repeal recommended to
shareholders by a majority of the Continuing Directors and any such amendment,
change or repeal so recommended shall require only the vote, if any, required
under the applicable provisions of the New York Business Corporation Law. For
purposes of this paragraph (E) only, if at the time when any such amendment,
change or repeal is under consideration there is no proposed Business
Combination (in which event clause (i) of the definition of Continuing Director
in subparagraph (C)(9) above would be inapplicable), the "Continuing Directors"
shall be deemed to be those persons who were members of the Board of Directors
of the Corporation at the time when the amendment of this certificate of
incorporation to add this Article EIGHTH was approved by shareholders plus those
persons who are Continuing Directors pursuant to clause (ii) of subparagraph
(C)(9).

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

    (G) The fact that any Business Combination complies with the provisions of
this Article EIGHTH shall not be construed to impose any fiduciary obligation on
the Board of Directors, or any member thereof, to approve such Business
Combination or to recommend its adoption or approval by the shareholders of the
Corporation.

    NINTH: No director of the Corporation shall be personally liable to the
Corporation or its shareholders or any of them for damages for any breach of
duty in such capacity, except as may otherwise be required by applicable law.
Any repeal or modification of this Article NINTH shall not adversely affect any
right or protection of a director of the Corporation with respect to any act or
omission occurring prior to, or at the time of, such repeal or modification.