<PAGE>

                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2258582


                       The Commonwealth of Massachusetts
                            William Francis Galvin
                         Secretary of the Commonwealth
             One Ashburton Place, Boston, Massachusetts 02108-1512

                       RESTATED ARTICLES OF ORGANIZATION
                   (General Laws, Chapter 156B, Section 74)


We, Mark, V.B. Tremallo, *Vice President, and Peter B. Tarr, *Clerk of Dynatech
Corporation located at Three New England Executive Park, Burlington, MA 01803 do
hereby certify that the following Restatement of the Articles of Organization
was duly adopted at a meeting held on May 21, 1998 by a vote of the
directors/or: 12,795,431 shares of Common of 16,864,434 shares outstanding, 0
shares of Preferred Series A., Jr. Participating Cumulative Preferred of 0
shares outstanding, and ___ shares of __________ of __________ shares
outstanding, /**/

being at least a majority of each type, class or series outstanding and entitled
to vote thereon: / /**/ being at least two-thirds of each type, class or series
outstanding and entitled to vote thereon and of each type, class or series of
stock whose rights are adversely affected thereby:

                                   ARTICLE I

             The name of the corporation is:  Dynatech Corporation.


                                   ARTICLE II

      The purpose of the corporation is to engage in the following business
activities:  To carry on any engineering, research, consulting, development,
manufacturing, mercantile, selling, management, service or other business
operation or activity which may be lawfully carried on by a corporation
organized under the Business Corporation Law of the Commonwealth of
Massachusetts.*





*  Delete the inapplicable words.    **  Delete the inapplicable clause.

Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper with a left margin of at least 1 inch. Additions to more than one article
may be made on a single sheet so long as each article requiring each addition is
clearly indicated.
<PAGE>

                                  ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue:

--------------------------------------------------------------------------------
        WITHOUT PAR VALUE                        WITH PAR VALUE
--------------------------------------------------------------------------------
    TYPE      NUMBER OF SHARES     TYPE     NUMBER OF SHARES     PAR VALUE
--------------------------------------------------------------------------------
   Common:       200,000,000      Common:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Preferred:                       Preferred:     100,000           $1.00
--------------------------------------------------------------------------------


                                  ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class.  Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
See pages 2A-2G.


                                   ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:  None.


                                  ARTICLE VI

**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders: See pages 2H-2M.*





**  If there are no provisions state "None".


Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate articles of amendment.
<PAGE>

                                   Article IV
                                   ----------

          A description of each of the different classes of stock with the
preferences, voting powers, qualifications, special or relative rights or
privileges as to each class thereof is as follows:

                            SERIAL PREFERENCE STOCK
                            -----------------------

          1.  Issuance.  The Serial Preference Stock may from time to time be
              --------
divided into and issued in one or more series.  The different series shall be
established and designated, and the variations in the relative rights and
preferences as between the different series shall be fixed and determined by the
Board of Directors as provided in Section 2 hereof.  In all other respects all
shares of Serial Preference Stock shall be identical.

          The Serial Preference Stock may be issued from time to time by
authority of the Board of Directors for such consideration as from time to time
may be fixed by vote of the Board of Directors providing for the issue of such
stock.

          2.  Rights and Privileges.  The Board of Directors is hereby expressly
              ---------------------
authorized, subject to the provisions of these Articles of Organization, to
establish one or more series of Serial Preference Stock and, with respect to
such series, to fix and determine by vote providing for the issue of such
series:

          (a)  the number of shares to constitute such series and the
     distinctive designation thereof;

          (b)  the dividend rate on the shares of such series and the dividend
     payment dates;

          (c)  whether or not the shares of such series shall be redeemable,
     and, if redeemable, the redemption prices which the shares of such series
     shall be

                                      2A
<PAGE>

     entitled to receive and the terms and manner of redemption;

          (d)  the preferences, if any, and the amounts which the shares of such
     series shall be entitled to receive and all other special or relative
     rights of the shares of such series, upon the voluntary and involuntary
     dissolution of, or upon any distribution of the assets of, the Corporation;

          (e)  whether or not the shares of such series shall be subject to the
     operation of retirement or sinking funds to be applied for redemption of
     such shares and, if such retirement or sinking fund or funds be
     established, the annual amount thereof and the terms and provisions
     relative to the operation thereof;

          (f)  whether or not the shares of such series shall be convertible
     into, or exchangeable for, shares of any other class or classes or of any
     other series of the same or any other class or classes of stock of the
     Corporation and the conversion price or prices or ratio or ratios or the
     rate or rates at which such exchange may be made, with such adjustments, if
     any, as shall be stated in such vote;

          (g)  whether or not the shares of such series shall have voting
     rights, and, if so, the conditions under which the shares of such series
     shall vote as a separate class; and

          (h)  such other designations, preferences and relative, participating,
     optional or other special rights and qualifications, limitations or
     restrictions of such series to the full extent now or hereafter permitted
     by the laws of the Commonwealth of Massachusetts.

Notwithstanding the fixing of the number of shares constituting a particular
series, the Board of Directors may at any time thereafter authorize the issuance
of additional shares of the same series.


                                      2B
<PAGE>

          3.  Dividends.  Holders of Serial Preference Stock shall be entitled
              ---------
to receive, when and as declared by the Board of Directors but only out of funds
legally available for the payment of dividends, cash dividends (which may be
cumulative) at the annual rates fixed by the Board of Directors for the
respective series and no more, payable on such dates in each year as the Board
of Directors shall fix for the respective series as provided in subsection 2(b)
(hereinafter referred to as "dividend dates").  Until all accrued dividends on
all series of Serial Preference Stock which bear cumulative dividends have been
declared and set apart for payment through the last preceding dividend date set
for all such series, no cash payment or distribution shall be made to holders of
any other class of Stock of the Corporation.  Dividends on shares of Serial
Preference Stock of any series which bears cumulative dividends shall accumulate
from and after the day on which such shares are issued, but arrearages in the
payment of dividends on any shares of Serial Preference Stock shall not bear
interest. No dividend shall be declared and set apart for payment on any series
of Serial Preference Stock in respect of any dividend period unless there shall
likewise be declared and set apart for payment on all shares of Serial
Preference Stock of each series at the time outstanding such dividends as would
be payable on the said shares through the last preceding dividend date if all
dividends were declared and paid in full.  Nothing herein contained shall be
deemed to limit the right of the Corporation to purchase or otherwise acquire at
any time any shares of its capital stock; provided that no shares of capital
stock shall be repurchased at any time when accrued dividends on any series of
Serial Preference Stock which bears cumulative dividends remain unpaid for any
period to any including the last preceding dividend date.

          For purposes of these Articles of Organization, and of any vote fixing
the terms of any series of Serial Preference Stock the amount of dividends
"accrued" on any share of Serial Preference Stock of any series as at any
dividend date which bears cumulative dividends shall be


                                      2C
<PAGE>

deemed to be the amount of any unpaid dividends accumulated thereon to and
including such dividend date, whether or not earned or declared, and the amount
of dividends "accrued" on any such share of Serial Preference Stock of any
series which bears cumulative dividends as at any date other than a dividend
date shall be calculated as the amount of any unpaid dividends accumulated
thereon to and including the last preceding dividend date, whether or not earned
or declared, plus an amount computed, on the basis of 360 days per annum, for
the period after such last preceding dividend date to and including the date as
of which the calculation is made at the annual dividend rate fixed for the
shares of such series.

          4.  Preference Upon Dissolution.  Upon the dissolution of, or upon any
              ---------------------------
distribution of the assets of, the Corporation, before any payment or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for any other class of stock, the holders of Serial
Preference Stock shall be entitled to payment of the amount of the preference
payable upon such dissolution of, or distribution of the assets of, the
Corporation fixed by the Board of Directors for the respective series as
provided in subsection 2(d), and shall be entitled to no further payment.  If
upon any such dissolution or distribution the assets of the Corporation shall be
insufficient to pay in full to the holders of the Serial Preference Stock the
preferential amount aforesaid, then such assets, or the proceeds thereof, shall
be distributed among the holders of each series of Serial Preference Stock
ratably in accordance with the sums which would be payable on such distribution
if all sums payable were discharged in full.  The voluntary sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property and assets of the
Corporation, the merger or consolidation of the Corporation into or with any
other Corporation, or the merger of any other corporation into it, shall not be
deemed to be a dissolution of, or a distribution of the assets of, the
Corporation, for the purpose of this Section 4.


                                      2D
<PAGE>

          5.  Redemption.  In the event that and during the period in which the
              ----------
Serial Preference Stock of any series shall be redeemable, then, at the option
of the Board of Directors, the Corporation from time to time may redeem all or
any part of the outstanding shares of such series at the redemption price and
upon the terms and conditions fixed by the Board of Directors as provided in
subsection 2(c) (the sum so payable upon any redemption of Serial Preference
Stock being herein referred to as the "redemption price"); provided, that not
less than 30 days previous to the date fixed for redemption notice of the time
and place thereof shall be mailed to each holder of record of the shares so to
be redeemed at his address as shown by the records of the Corporation; and
provided, further, that in case of redemption of less than all of the
outstanding shares of any series of Serial Preference Stock the shares to be
redeemed shall be chosen by lot or in such equitable manner as may be prescribed
by the Board of Directors.  At any time after notice of redemption shall have
been mailed as above provided but before the redemption date, the Corporation
may deposit the aggregate redemption price in trust with a bank or trust company
in New York, New York, Boston, Massachusetts, or any other city in which the
Corporation shall at that time maintain a transfer agency with respect to any
class of its stock, having capital, surplus and undivided profits of at least
$5,000,000, and named in such notice.  Upon the making of such deposit, or if no
such deposit is made then upon such redemption date (unless the Corporation
shall default in making payment of the redemption price), holders of the shares
of Serial Preference Stock called for redemption shall cease to be stockholders
with respect to such shares notwithstanding that any certificate for such shares
shall not have been surrendered; and thereafter such shares shall no longer be
transferable on the books of the Corporation and such holders shall have no
interest in or claim against the Corporation with respect to said shares, except
the right (a) to receive payment of the redemption price upon surrender of their
           -
certificates, or (b) to exercise on or before the date fixed for redemption the
                  -
rights, if any, not


                                      2E
<PAGE>

theretofore expiring, to convert the shares so called for redemption into, or to
exchange such shares for, shares of stock of any other class or classes of stock
of the Corporation. Any funds deposited in trust as aforesaid which shall not be
required for such redemption, because of the exercise of any right of conversion
subsequent to the date of such deposit or otherwise, shall be returned to the
Corporation forthwith. The Corporation shall be entitled to receive from any
such bank or trust company the interest, if any, allowed on any moneys deposited
pursuant to this Section, and the holders of any shares so redeemed shall have
no claim to any such interest. Any funds so deposited by the Corporation and
unclaimed at the end of five years from the date fixed for such redemption shall
be repaid to the Corporation upon its request, after which repayment the holders
of such shares who shall not have made claim against such moneys prior to such
repayment shall be deemed to be unsecured creditors of the Corporation, but only
for a period of two years from the date of such repayment (after which all
rights of the holders of such shares as unsecured creditors or otherwise shall
cease), for an amount equivalent to the amount deposited as above stated for the
redemption of such shares and so repaid to the Corporation, but shall in no
event be entitled to any interest.

          In order to facilitate the redemption of any shares of Serial
Preference Stock, the Board of Directors is authorized to cause the transfer
books of the Corporation to be closed as to the shares to be redeemed.

          6.  Retirement.  Any shares of Serial Preference Stock which shall at
              ----------
any time have been redeemed, or which shall at any time have been surrendered
for conversion or exchange or for cancellation pursuant to any retirement or
sinking fund provisions with respect to any series of Serial Preference Stock,
shall be retired and shall thereafter have the status of authorized and unissued
shares of Serial Preference Stock undesignated as to series.


                                      2F
<PAGE>

                                  COMMON STOCK
                                  ------------

          1.  Issuance.  The Common Stock may be issued from time to time by
              --------
authority of the Board of Directors for such consideration as from time to time
may be fixed by vote of the Board of Directors providing for the issue of such
stock.

          2.  Dividends.  Holders of Common Stock shall be entitled to receive
              ---------
dividends when and as declared by the Board of Directors but only out of funds
legally available for the payment thereof and not until all accrued dividends on
all series of Serial Preference Stock which bear cumulative dividends shall have
been declared and set apart for payment through the last preceding dividend date
set for all such series.

          3.  Preference to Serial Preference Stock Upon Dissolution.  Upon the
              ------------------------------------------------------
dissolution of, or upon any distribution of the assets of, the corporation, the
assets, or the proceeds thereof, which are available for distribution to
stockholders shall be distributed ratably among the holders of Common Stock
after payment to the holders of each series of Serial Preference Stock of the
amount of the preference payable upon such dissolution of, or distribution of
the assets of, the Corporation.

          4.  Voting Rights.  The Common Stock shall have exclusive voting
              -------------
rights except as otherwise required by law and except to the extent the Board of
Directors may, at the time any series of Serial Preference Stock is established,
determine that the shares of such series shall have exclusive voting rights or
shall vote together as a single class with shares of Common Stock and/or with
shares of one or more other series of Serial Preference Stock on all or certain
matters.  Each share of Common Stock shall be entitled to one vote.


                                      2G
<PAGE>

                                   Article VI
                                   ----------

             POWERS OF THE CORPORATION, DIRECTORS AND STOCKHOLDERS
             -----------------------------------------------------

          The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its Directors (as defined below) and stockholders:

          1.  The number of Directors of the Corporation shall be fixed and may
be altered from time to time in the manner provided in the By-Laws, and
vacancies in the Board of Directors and newly created directorships resulting
from any increase in the authorized number of Directors may be filled, and
Directors may be removed, as provided in the By-Laws.

          2.  The election of Directors may be conducted in any manner approved
by the stockholders at the time when the election is held and need not be by
ballot.

          3.  All corporate powers and authority of the Corporation (except as
at the time otherwise provided by law, by these Articles of Organization or by
the By-Laws) shall be vested in and exercised by the Board of Directors.

          4.  No Director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of his or her
fiduciary duty as a Director, provided that nothing contained in these Articles
                              --------
of Organization shall eliminate or limit the liability of a Director (i) for any
                                                                      -
breach of the Director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
 --
misconduct or a knowing violation of the law, (iii) under Section 61 or 62 of
                                               ---
the Business Corporation Law of the Commonwealth of Massachusetts (the


                                      2H
<PAGE>

"MBCL"), or (iv) for any transaction from which the Director derived an improper
             --
personal benefit.

          No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any Director of the Corporation
for or with respect to any acts or omissions of such Director occurring prior to
such amendment or repeal.

          The provisions of this Article shall not eliminate or limit the
liability of a Director of the Corporation for any act or omission occurring
prior to the date on which this Article became effective.

          If the MBCL is subsequently amended to eliminate or further limit the
personal liability of Directors or to authorize corporate action to eliminate or
further limit such liability, then the liability of the Directors of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the MBCL as so amended.

          5.  The By-Laws of this Corporation may provide that the Directors may
make, amend or repeal the By-Laws in whole or in part, except with respect to
any provision thereof which by law, the Articles of Organization or the By-Laws
requires action by the stockholders.

                                INDEMNIFICATION
                                ---------------

          1.  Definitions.  For purposes of these Articles:
              -----------

          (a) A "Director" or "Officer" means any person serving as a director
of the Corporation or in any other office filled by appointment or election by
the Directors or the stockholders and also includes (i) a Director or Officer of
                                                     -
the Corporation serving at the request of the Corporation as a director,
officer, employee, trustee, partner or other agent of another organization or
who serves at its request in any capacity with respect to any employee benefit
plan,


                                      2I
<PAGE>

and (ii) any person who formerly served as a Director or Officer;
     --

          (b)  "Expenses" means (i) all expenses (including attorneys' fees and
                                 -
disbursements) actually and reasonably incurred in connection with a Proceeding,
in being a witness in a Proceeding, or in successfully seeking indemnification
under these Articles, and (ii) any judgments, awards, fines or penalties paid by
                           --
a Director or Officer in connection with a Proceeding or amounts paid in
settlement of a Proceeding, including any taxes or penalties imposed on such
Director or Officer with respect to any employee benefit plan under applicable
law; and

          (c)  A "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
and any claim which could be the subject of a Proceeding.

          2.  Rights to Indemnification.  Except as limited by law, the
              -------------------------
Corporation shall indemnify its Directors and Officers against all Expenses
incurred by them in connection with any Proceeding resulting from their serving
as an Officer or Director, except that no indemnification shall be provided
regarding any matter as to which it shall be adjudicated that such Director or
Officer did not act in good faith and in the reasonable belief that his or her
action was in the best interests of the Corporation (the "Standard"); for
purposes of this Section 2 in connection with service to an employee benefit
plan, no Director or Officer shall be deemed to have failed to have acted in
accordance with the Standard if he or she acted in good faith in the reasonable
belief that his or her action was in the best interests of the participants or
beneficiaries of said plan; and provided that as to any matter disposed of by a
compromise payment by the Director or Officer seeking indemnification hereunder,
pursuant to a consent decree or otherwise, no indemnification shall be provided
unless such compromise shall be approved (i) by a majority vote of the Directors
                                          -
who were not parties to such Proceeding, or


                                      2J
<PAGE>

(ii) by legal counsel (who may be the counsel regularly employed by the
 --
Corporation) in a written opinion to the effect that such Director's or
Officer's actions were not contrary to the Standard or (iii) by vote of a
                                                        ---
majority of stockholders present in person or by proxy at a meeting at which a
quorum is present.

          The Board of Directors may, by general vote pertaining to a specific
employee or agent or class thereof, authorize indemnification of the
Corporation's employees and agents to whatever extent it may determine, which
may be in the same manner and to the same extent provided above.

          3.  Advance Payments.  Except as limited by law, expenses of a
              ----------------
Director or Officer shall be paid by the Corporation in advance of the final
determination of a Proceeding, no later than 45 days after the written request
therefor by said Director or Officer, unless it is determined (i) by a majority
                                                               -
vote of a quorum consisting of the Directors who were not parties to such
Proceeding, or (ii) by legal counsel (who may be the counsel regularly employed
                --
by the Corporation) in a written opinion, to the effect that such Director or
Officer did not act in accordance with the Standard; provided, however, that
such advance shall only be made upon receipt of an undertaking by the Director
or Officer to repay the advances if it is ultimately determined that he or she
is not eligible to be indemnified, which undertaking may be unsecured and
accepted without regard to the financial ability of such Director or Officer to
make repayment.

          4.  Insurance.  The Corporation shall have the power to purchase and
              ---------
maintain insurance on behalf of any Director or Officer against any liability or
cost incurred by him or her as a Director or Officer or arising out of such
status, whether or not the Corporation would have the power to indemnify such
Director or Officer against such liability or cost.


                                      2K
<PAGE>

          5.  Other Rights and Remedies.  The provisions of these Articles shall
              -------------------------
not be construed to limit the power of the Corporation to indemnify its Officers
or Directors to the full extent permitted by law or to enter into specific
agreements, commitments or arrangements for indemnification permitted by law.

          The indemnification provided hereunder shall inure to the benefit of
the heirs and personal representative of a Director or Officer.

          All rights to indemnification under these Articles shall be deemed to
be in the nature of a contractual obligation of the Corporation bargained for by
each Director and Officer who serves in such capacity at any time while these
Articles or other relevant provisions of the MBCL and other applicable law, if
any, are in effect.  No repeal or modification of these Articles shall adversely
affect any such rights or obligations then existing with respect to any state of
facts then or theretofore existing or any Proceeding theretofore or thereafter
brought based in whole or in part upon any such state of facts.

          In the event that the laws of the Commonwealth of Massachusetts
hereafter shall be amended, the effect of which is to modify, change, expand or
contract the right or ability of a Massachusetts corporation to provide
indemnification to any or all of its Officers or Directors, the Board of
Directors of the Corporation shall be authorized to amend the By-Laws of the
Corporation to insert therein an indemnification provision not inconsistent with
the statutory law of Massachusetts then in effect and any such By-Law provision
shall not be invalid or unenforceable by reason of the fact that it is
inconsistent with the provisions of these Articles.

                      TRANSACTIONS WITH INTERESTED PERSONS
                      ------------------------------------

          1.  In the absence of bad faith, no contract or transaction by this
Corporation shall be void, voidable or


                                      2L
<PAGE>

in any way invalid by reason of the fact that it is with an Interested Person.

          2.  For this purpose, Interested Person shall mean an officer,
director, stockholder or employee of the Corporation, any person in any other
way interested in the Corporation, and a corporation or organization in which an
officer, director, stockholder or employee of this Corporation is an officer,
director, stockholder or employee or in any way interested.

          3.  In the absence of bad faith, no Interested Person shall be liable
because of his interest in this Corporation to the Corporation or any other
Interested Person for any loss or expense incurred by reason of such contract or
transaction or be accountable for any gain or profit realized from such contract
or transaction.

          4.  The provisions of this Article shall be operative notwithstanding
the fact that the presence of an Interested Person was necessary to constitute a
quorum at a meeting of Directors or stockholders of the Corporation at which
such contract or transaction was authorized or that the vote of an Interested
Person was necessary for the authorization of such contract or transaction.

          The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Organization in the manner now or hereafter
prescribed by the law of the Commonwealth of Massachusetts and all rights herein
conferred upon stockholders or Directors are granted subject to this
reservation.


                                      2M
<PAGE>

                           Description of Amendments
                           -------------------------


Article 2:     Amended to update the purposes of the corporation.

Article 3:     Amended to increase the number of shares authorized and to change
               the par value of the shares.

Article 4:     Headings have been added.  Cash dividends paid to holders of
               Serial Preference Stock may be, but are no longer required to be,
               cumulative.

Article 6:     The order of sections has changed. Old section 6(c), describing
               the permissible places for Stockholder meetings, has been
               eliminated. A provision has been added whereby the Company
               preserves the right to amend or repeal portions of the Articles
               of Organization. A provision has been added describing the powers
               of the Board of Directors.



                                      2N
<PAGE>

                                  ARTICLE VII

The effective date of the restated Articles of Organization of the corporation
shall be the date approved and filed by the Secretary of the Commonwealth.  If a
later effective date is desired, specify such date which shall not be more than
thirty days after the date of filing.


                                  ARTICLE VII

The information contained in Article VIII is not a permanent part of the
Articles of Organization.

a.   The street address (post office boxes are not acceptable) of the principal
     office of the corporation in Massachusetts is:  Three New England Executive
     Park, Burlington, MA  01803

b.   The name, residential address and post office address of each director and
     officer of the corporation is as follows:

<TABLE>
<CAPTION>
                     NAME                    RESIDENTIAL ADDRESS              POST OFFICE ADDRESS
<S>          <C>                         <C>
President:    John F. Reno                31 Prospect St., Winchester, MA 01890
Treasurer:    Allan M. Kline              34 Phillips Rd., Sudbury, MA 01776
Clerk:        Peter B. Tarr               3 Brooks Circle, Beverly, MA 01915
Directors:    William R. Cook             937 Macclesfield Rd., Furlong, PA 18925
              O. Gene Gabbard             102 Marsaille Place, Cary, NC 27511
              L. Dennis Kozlowski         59 Harbor Rd., Rye, NH 03870
              Richard K. Lochridge        191 Commonwealth Ave., Boston, MA 02116
              Peter Van Cuylenburg        12620 Zappettini Crt., Los Altos Hills, CA 94022
              Robert G. Paul              1965 Mornington Lane, #14, Cleveland Heights, OH 44106
              John F. Reno                31 Prospect St., Winchester, MA 01890
</TABLE>

c.   The fiscal year (i.e., tax year) of the corporation shall end on the last
     day of the month of:  March

d.   The name and business address of the resident agent, if any, of the
     corporation is:

**We further certify that the foregoing Restated Articles of Organization affect
no amendments to the Articles of Organization of the corporation as heretofore
amended, except amendments to the following articles. Briefly describe
amendments below. See Page 2N.

SIGNED UNDER THE PENALTIES OF PERJURY, this 21st day of May, 1998

/s/ Mark V.B. Tremallo                   ,    *Vice President
-----------------------------------------     Mark V.B. Tremallo


/s/ Peter B. Tarr                        ,    *Clerk
-----------------------------------------     Peter B. Tarr




**  Delete the inapplicable words.  **  If there are no amendments, state 'None'
<PAGE>

                       THE COMMONWEALTH OF MASSACHUSETTS


                    (General Laws, Chapter 156B, Section 74)



================================================================================



                    I hereby approve the within Restated Articles of
                    Organization and, the filing fee in the amount of
                    $150,500 having been paid, said articles are
                    deemed to have been filed with me this 21st day
                    of May, 1998.

                    Effective Date:____________________________________



                           /s/ William Francis Galvin



                             WILLIAM FRANCIS GALVIN
                         Secretary of the Commonwealth






                         TO BE FILLED IN BY CORPORATION
                     Photocopy of documents to be sent to:



                     Mary C. Kelly Burke
                     Ropes & Gray
                     One International Place, Boston, MA  02110
                     Telephone:  617-951-7545