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                                                                     EXHIBIT 4.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
           FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE
                      EFFECTIVE FILING DATE OF MAY 27, 2003

                             ROUGE INDUSTRIES, INC.
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

         ROUGE INDUSTRIES, INC. (the "Corporation") a corporation originally
incorporated under the name of Rouge Steel Holding Corporation on November 12,
1996 and organized and existing under and by virtue of the General Corporation
Law of the State of Delaware, DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of the Corporation adopted a
resolution proposing and declaring advisable that the Certificate of
Incorporation of the Corporation be amended and restated to read in its entirety
as set forth in paragraph FOURTH of this Amended and Restated Certificate of
Incorporation.

         SECOND: That by the required vote of the stockholders, the stockholders
of the Corporation approved the adoption of this Amended and Restated
Certificate of Incorporation.

         THIRD: That this Amended and Restated Certificate of Incorporation was
duly adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware.

         FOURTH: That the Certificate of Incorporation of the Corporation, as
amended and restated hereby, reads in its entirety as follows:

                                  ARTICLE FIRST

         The name of the Corporation is:

                             ROUGE INDUSTRIES, INC.


                                 ARTICLE SECOND

         The registered office of the Corporation shall be located at 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle,
State of Delaware. The name of its registered agent in charge thereof is
Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle, State of Delaware.

                                  ARTICLE THIRD

         The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                 ARTICLE FOURTH

         SECTION 1. The total authorized capital stock of the Corporation is
96,690,400 shares, consisting of 8,000,000 shares of Preferred Stock, $.01 par
value per share ("Preferred Stock"), and 88,690,400 shares of Common Stock, of
which 80,000,000 shares shall be Class A Common Stock, $.01 par value per share
("Class A Common Stock"), and 8,690,400 shares shall be Class B Common Stock,
$.01 par value per share ("Class B Common Stock").

         SECTION 2. The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof.



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         SECTION 3. The Class A Common Stock and the Class B Common Stock shall
be identical in all respects and shall have equal rights and privileges, except
as otherwise provided in this Article FOURTH.

         SECTION 4. Subject to the express terms of any outstanding series of
Preferred Stock, dividends may be paid in cash or otherwise upon the Class A
Common Stock and the Class B Common Stock out of the assets of the Corporation
in the relationship and upon the terms provided for below with respect to each
such class:

         (1)      DIVIDENDS ON CLASS A COMMON STOCK.

         Dividends on Class A Common Stock may be declared and paid in cash or
         shares of Class A Common Stock only to the extent of the assets of the
         Corporation legally available therefor reduced by an amount equal to
         the paid in surplus attributable to the Class B Common Stock. Dividends
         declared and paid with respect to shares of Class A Common Stock and
         any adjustments to surplus resulting from either (i) the repurchase or
         issuance of any shares of Class A Common Stock or (ii) any other reason
         deemed appropriate by the Board of Directors shall be subtracted from
         or added to the amounts available for the payment of dividends on Class
         A Common Stock. Subject to the foregoing, the declaration and payment
         of dividends on the Class A Common Stock, and the amount thereof, shall
         at all times be solely in the discretion of the Board of Directors of
         the Corporation.

         (2)      DIVIDENDS ON CLASS B COMMON STOCK.

         Dividends on the Class B Common Stock may be declared and paid in cash
         or shares of Class A Common Stock only to the extent of the assets of
         the Corporation legally available therefor reduced by an amount equal
         to the paid in surplus attributable to the Class A Common Stock and
         only to the extent a dividend (equal to the per share dividend declared
         and paid to the holders of Class B Common Stock) is declared and paid
         on the Class A Common Stock. Dividends declared and paid with respect
         to shares of Class B Common Stock and any adjustments to surplus
         resulting from either (i) the repurchase of any shares of Class B
         Common Stock or (ii) any other reason deemed appropriate by the Board
         of Directors shall be subtracted from or added to the amounts available
         for the payment of dividends on Class B Common Stock. Subject to the
         foregoing, the declaration and payment of dividends on the Class B
         Common Stock, and the amount thereof, shall at all times be solely in
         the discretion of the Board of Directors of the Corporation.

         SECTION 5. The holders of Class A Common Stock and Class B Common Stock
shall vote together, with any other class or series of capital stock of the
Corporation entitled to vote therewith, as a single class on all matters;
provided, however, that, in addition to any other vote required, (i) any
amendment, alteration or repeal of any of the provisions of this Amended and
Restated Certificate of Incorporation which adversely affects the rights, powers
or privileges of the Class A Common Stock shall be subject to approval by both
(A) the holders of a majority of the shares of Class A Common Stock and Class B
Common Stock then outstanding, voting together, with any other class or series
of capital stock of the Corporation entitled to vote therewith, as a single
class based upon their respective voting rights, and (B) the holders of a
majority of the shares of Class A Common Stock then outstanding, voting
separately as a class; (ii) the holders of Class B Common Stock voting
separately as a class shall be entitled to approve by the vote of a majority of
the shares of Class B Common Stock then outstanding any amendment, alteration or
repeal of any of the provisions of this Amended and Restated Certificate of
Incorporation which adversely affects the rights, powers or privileges of the
Class B Common Stock; (iii) any increase in the number of authorized shares of
Class B Common Stock shall be subject to approval by both (A) the holders of a
majority of the shares of Class A Common Stock and Class B Common Stock then
outstanding, voting together, with any other class or series of capital stock of
the Corporation entitled to vote therewith, as a single class based upon their
respective voting rights, and (B) the holders of a majority of the shares of
Class B Common Stock then outstanding, voting separately as a class. Holders of
Class A Common Stock or Class B Common Stock may not act by written consent in
lieu of a meeting. Subject to adjustment pursuant to Section 10 of this Article
Fourth, each holder of Class A Common Stock shall be entitled to one vote, in
person or by proxy, for each share of Class A Common Stock outstanding in his
name on the stock transfer books of the Corporation and each holder of Class B
Common Stock shall be entitled to 2.5 votes, in person or by proxy, for each
share of Class B Common Stock outstanding in his name on the stock transfer
books of the Corporation.

         SECTION 6. The affirmative vote of the holders of at least 66 2/3
percent of the combined voting power of the then outstanding shares of stock of
all classes and series of the Corporation entitled to vote generally in

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the election of directors ("Voting Stock"), voting together as a single class,
shall be required to approve, adopt or authorize any of the following actions:

                  (i) a merger or consolidation of the Corporation with or into
         another person or entity;

                  (ii) any sale, lease, exchange, mortgage, pledge, transfer,
         dividend or distribution or other disposition (in one transaction or a
         series of transactions) to or with any entity or person of all or
         substantially all the assets of the Corporation or of any Subsidiary
         (as defined in Section 7);

                  (iii) the adoption of any plan or proposal for the liquidation
         or dissolution of the Corporation;

                  (iv) any reclassification of securities (including any reverse
         stock split), or recapitalization of the Corporation, or any merger or
         consolidation of the Corporation with any of its Subsidiaries, or any
         other transaction, that in any such case has the effect, directly or
         indirectly, of increasing the proportionate share of the outstanding
         shares of any class or series of stock or of securities convertible
         into stock of the Corporation or any Subsidiary that is directly or
         indirectly beneficially owned by any person or entity;

                  (v) any series or combination of transactions directly or
         indirectly having the same effect as any of the foregoing; or

                  (vi) any agreement, contract or other arrangement providing
         directly or indirectly for any of the foregoing.

         SECTION 7. Notwithstanding any other provisions of this Amended and
Restated Certificate of Incorporation, the vote of stockholders of the
Corporation required to approve any Business Combination (as hereinafter
defined) shall be as set forth in this Section 7.

                  (i) In addition to any affirmative vote required by law or by
         this Amended and Restated Certificate of Incorporation or any
         resolution or resolutions of the Board of Directors adopted pursuant to
         Article Seventh of this Amended and Restated Certificate of
         Incorporation, and except as otherwise expressly provided in clause
         (iii) of this Section 7:

                           (a) any merger or consolidation of the Corporation
                  with (1) any Interested Stockholder or (2) any other entity
                  (whether or not itself an Interested Stockholder) that is, or
                  after such merger or consolidation would be, an Affiliate or
                  Associate of an Interested Stockholder; or

                           (b) the adoption of any plan or proposal for the
                  liquidation or dissolution of the Corporation proposed by or
                  on behalf of any Interested Stockholder or any Affiliate or
                  Associate of any Interested Stockholder; or

                           (c) any reclassification of securities (including any
                  reverse stock split), or recapitalization of the Corporation,
                  or any merger or consolidation of the Corporation with any of
                  its Subsidiaries, or any other transaction (whether or not
                  with or into or otherwise involving any Interested
                  Stockholder), that in any such case has the effect, directly
                  or indirectly, of increasing the proportionate share of the
                  outstanding shares of any class or series of stock or
                  securities convertible into stock of the Corporation or any
                  Subsidiary that is directly or indirectly beneficially owned
                  by any Interested Stockholder or any Affiliate or Associate of
                  any Interested Stockholder; or

                           (d) any series or combination of transactions
                  directly or indirectly having the same effect as any of the
                  foregoing; or

                           (e) any agreement, contract or other arrangement
                  providing directly or indirectly for any of the foregoing;

shall not be consummated without the affirmative vote of the holders of at least
80 percent of the combined voting power of the then outstanding Voting Stock (as
defined above in Section 6), voting together as a single class. Such

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affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or by this
Amended and Restated Certificate of Incorporation or any resolution or
resolutions of the Board of Directors adopted pursuant to Article Seventh of
this Amended and Restated Certificate of Incorporation or in any agreement with
any national securities exchange or otherwise.

                  (ii) The term "Business Combination" as used in this Section 7
         shall mean any transaction that is referred to in any one or more of
         paragraphs (a) through (e) of clause (i) of this Section 7.

                  (iii) The provisions of clause (i) of this Section 7 shall not
         be applicable to any particular Business Combination, and such Business
         Combination shall require only such affirmative vote as is required by
         law and any other provision of this Amended and Restated Certificate of
         Incorporation and any resolution or resolutions of the Board of
         Directors adopted pursuant to Article Seventh of this Amended and
         Restated Certificate of Incorporation, if all the conditions specified
         in either of the following paragraphs (a) or (b) are met:

                           (a) such Business Combination shall have been
                  approved by a majority of the Disinterested Directors; or

                           (b) all of the six conditions specified in the
                  following clauses (1) through (6) shall have been met:

                                    (1) the transaction constituting the
                           Business Combination shall provide for a
                           consideration to be received by holders of Common
                           Stock in exchange for all their shares of Common
                           Stock, and the aggregate amount of the cash and the
                           Fair Market Value as of the date of the consummation
                           of the Business Combination of any consideration
                           other than cash to be received per share by holders
                           of Common Stock in such Business Combination shall be
                           at least equal to the higher 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
                                    shares of Common Stock beneficially owned by
                                    the Interested Stockholder that were
                                    acquired (I) within the two-year period
                                    immediately prior to the Announcement Date
                                    or (II) in the transaction in which it
                                    became an Interested Stockholder, whichever
                                    is higher; and

                                             (B) the Fair Market Value per share
                                    of Common Stock on the Announcement Date or
                                    on the Determination Date, whichever is
                                    higher; and

                                    (2) the transaction constituting the
                           Business Combination shall provide for a
                           consideration to be received by holders of any class
                           or series of outstanding Voting Stock other than
                           Common Stock in exchange for all their shares of such
                           Voting Stock, and the aggregate amount of the cash
                           and the Fair Market Value as of the date of the
                           consummation of the Business Combination of any
                           consideration other than cash to be received per
                           share by holders of shares of such Voting Stock in
                           such Business Combination shall be at least equal to
                           the highest of the following (it being intended that
                           the requirements of this paragraph (b)(2) shall be
                           required to be met with respect to every class and
                           series of such outstanding Voting Stock, whether or
                           not the Interested Stockholder beneficially owns any
                           shares of a particular class or series of Voting
                           Stock):

                                            (A) (if applicable) the highest per
                                    share price (including any brokerage
                                    commissions, transfer taxes and soliciting
                                    dealers' fees) paid in order to acquire any
                                    share of such class or series of Voting
                                    Stock beneficially owned by the Interested
                                    Stockholder that were acquired (I) within
                                    the two-year period immediately prior to the
                                    Announcement Date or (II) in the transaction
                                    in which it became an Interested
                                    Stockholder, whichever is higher;

                                            (B) (if applicable) the highest
                                    preferential amount per share to which the
                                    holders of shares of such class or series of
                                    Voting Stock are entitled in

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                                    the event of any voluntary or involuntary
                                    liquidation, dissolution or winding up of
                                    the Corporation; and

                                            (C) the Fair Market Value per share
                                    of such class or series of Voting Stock on
                                    the Announcement Date or on the
                                    Determination Date, whichever is higher; and

                                    (3) the consideration to be received by
                           holders of a particular class or series of
                           outstanding Voting Stock (including Common Stock)
                           shall be in cash or in the same form as was
                           previously paid in order to acquire shares of such
                           class or series of Voting Stock that are beneficially
                           owned by the Interested Stockholder, and if the
                           Interested Stockholder beneficially owns shares of
                           any class or series of Voting Stock that were
                           acquired with varying forms of consideration, the
                           form of consideration to be received by holders of
                           such class or series of Voting Stock shall be either
                           cash or the form used to acquire the largest number
                           of shares of such class or series of Voting Stock
                           beneficially owned by it; and

                                    (4) after such Interested Stockholder has
                           become an Interested Stockholder and prior to the
                           consummation of such Business Combination:

                                            (A) within the two years prior to
                                    the Announcement Date except as approved by
                                    a majority of the Disinterested Directors,
                                    there shall have been no failure to declare
                                    and pay at the regular dates therefor the
                                    full amount of any dividends (whether or not
                                    cumulative) payable on the outstanding
                                    Preferred Stock or class or series of stock
                                    having a preference over the Common Stock as
                                    to dividends or upon liquidation;

                                            (B) within the two years prior to
                                    the Announcement Date there shall have been
                                    (I) no reduction in the annual rate of
                                    dividends paid on the Common Stock (except
                                    as necessary to reflect any subdivision of
                                    the Common Stock), except as approved by a
                                    majority of the Disinterested 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 any similar transaction
                                    that has the effect of reducing the number
                                    of outstanding shares of the Common Stock,
                                    unless the failure so to increase such
                                    annual rate is approved by a majority of the
                                    Disinterested Directors; and

                                            (C) such Interested Stockholder
                                    shall not have become the beneficial owner
                                    of any additional shares of Voting Stock
                                    except as part of the transaction that
                                    resulted in such Interested Stockholder
                                    becoming an Interested Stockholder; and

                                    (5) after such Interested Stockholder has
                           become an Interested Stockholder, such Interested
                           Stockholder shall not have received the benefit,
                           directly or indirectly (except proportionately as a
                           stockholder and except in the ordinary course of
                           business or as part of a supplier/customer
                           relationship), of any loans, advances, guarantees,
                           pledges or other financial assistance or any tax
                           credits or other tax advantages provided by the
                           Corporation, whether in anticipation of or in
                           connection with such Business Combination or
                           otherwise; and

                                    (6) a proxy or information statement
                           describing the proposed Business Combination and
                           complying with the requirements of the Securities
                           Exchange Act of 1934 and the rules and regulations
                           thereunder (or any subsequent provisions replacing
                           such Act, rules or regulations) shall be mailed to
                           public stockholders of the Corporation at least 30
                           days prior to the consummation of such Business
                           Combination (whether or not such proxy or information
                           statement is required to be mailed pursuant to such
                           Act or subsequent provisions).



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                  (iv) For purposes of this Section 7:

                           (a) A "person" shall mean any individual, firm,
                  corporation, partnership, trust or other entity.

                           (b) "Interested Stockholder" shall mean any person
                  (other than the Corporation or any Subsidiary) who or that:

                                    (1) is the beneficial owner, directly or
                           indirectly, of twenty percent or more of the combined
                           voting power of the then outstanding Voting Stock; or

                                    (2) is an Affiliate of the Corporation and
                           at any time within the two-year period immediately
                           prior to the date in question was the beneficial
                           owner, directly or indirectly, of twenty percent or
                           more of the combined voting power of the then
                           outstanding Voting Stock; or

                                    (3) is an assignee of or has otherwise
                           succeeded to the beneficial ownership of any shares
                           of Voting Stock that were at any time within the
                           two-year period immediately prior to the date in
                           question beneficially owned by an Interested
                           Stockholder, if such assignment or succession shall
                           have occurred in the course of a transaction or
                           series of transactions not involving a public
                           offering within the meaning of the Securities Act of
                           1933.

                           (c) A person shall be a "beneficial owner" of any
                  Voting Stock:

                                    (1) that such person or any of its
                           Affiliates or Associates beneficially owns, directly
                           or indirectly; or

                                    (2) that such person or any of its
                           Affiliates or Associates 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 or to direct the vote pursuant to any
                           agreement, arrangement or understanding; or

                                    (3) that is beneficially owned, directly or
                           indirectly, by any other person with which such
                           person or any of its Affiliates or Associates has any
                           agreement, arrangement or understanding for the
                           purposes of acquiring, holding, voting or disposing
                           of any shares of Voting Stock, but excluding any such
                           agreement, arrangement or understanding existing on
                           the effective date of this Amended and Restated
                           Certificate of Incorporation and as to which the
                           Corporation is a party.

                           (d) For the purposes of determining whether a person
                  is an Interested Stockholder pursuant to paragraph (b) of this
                  clause (iv), the number of shares of Voting Stock deemed to be
                  outstanding shall include all shares deemed owned by such
                  person through application of paragraph (c) of this clause
                  (iv) but shall not include any other shares of Voting Stock
                  that may be issuable to other persons upon exercise of
                  conversion rights, exchange rights, warrants or options, or
                  otherwise.

                           (e) "Affiliate" and "Associate" shall have the
                  respective meanings ascribed to such terms in Rule 12b-2 of
                  the General Rules and Regulations under the Securities
                  Exchange Act of 1934, as in effect on January 1, 1994.

                           (f) "Subsidiary" shall mean any corporation a
                  majority of whose outstanding stock having ordinary voting
                  power in the election of directors is owned by the
                  Corporation, by a Subsidiary or by the Corporation and one of
                  more Subsidiaries; provided, however, that for the purposes of
                  the definition of Interested Stockholder set forth in
                  paragraph (b) of this clause (iv), the term "Subsidiary" shall
                  mean only a corporation of which a majority of each class of
                  equity

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                  security is owned by the Corporation, by a Subsidiary or by
                  the Corporation and one or more Subsidiaries.

                           (g) "Disinterested Director" means any member of the
                  Board of Directors of the Corporation who is not an employee
                  of the Corporation.

                           (h) "Fair Market Value" means: (1) in the case of
                  stock, the highest closing sale price during the 30-day period
                  immediately preceding the date in question of a share of such
                  stock on the New York Stock Exchange Composite Tape, or, if
                  such stock is not quoted on the Composite Tape, on the New
                  York Stock Exchange, or, if such stock is not listed on such
                  Exchange, on the principal United States national securities
                  exchange registered under the Securities Exchange Act of 1934
                  on which such stock is listed, or, if such stock is not listed
                  on any such exchange, the highest closing sale price or bid
                  quotation with respect to a share of such stock during the
                  30-day period immediately preceding the date in question on
                  the National Association of Securities Dealers, Inc. Automated
                  Quotations System or any system then in use, or, if no such
                  prices or quotations are available, the fair market value on
                  the date in question of a share of such stock as determined by
                  a majority of the Disinterested Directors in good faith; and
                  (2) in the case of property other than cash or stock, the fair
                  market value of such property on the date in question as
                  determined by a majority of the Disinterested Directors in
                  good faith.

                           (i) "Announcement Date" means the date of first
                  public announcement of the proposal of the Business
                  Combination.

                           (j) "Determination Date" means the date on which the
                  Interested Stockholder became an Interested Stockholder.

                  (v) A majority of the Disinterested Directors of the
         Corporation shall have the power and duty to determine, on the basis of
         information known to them after reasonable inquiry, all facts necessary
         to determine compliance with this Section 7, including, without
         limitation, (a) whether a person is an Interested Stockholder, (b) the
         number of shares of Voting Stock beneficially owned by any person, (c)
         whether a person is an Affiliate or Associate of another person and (d)
         whether the requirements of clause (iii) of this Section 7 have been
         met with respect to any Business Combination; and the good faith
         determination of a majority of the Disinterested Directors on such
         matters shall be conclusive and binding for all purposes of this
         Section 7.

         SECTION 8. CONVERSION OF CLASS B COMMON STOCK.

                  (i) All or any of the shares of Class B Common Stock may be
         converted, at any time or from time to time in the discretion of the
         holders thereof into fully paid and nonassessable shares of Class A
         Common Stock in accordance with the Conversion Rate (as defined below).

                  (ii) Upon the death or permanent disability (as defined in the
         manner set forth below) of Carl L. Valdiserri, all shares of Class B
         Common Stock owned by any holder of shares of Class B Common Stock who
         has consented in writing to the conversion of such shares of Class B
         Common Stock pursuant to this Section 8(ii) shall be converted
         automatically into fully paid and nonassessable shares of Class A
         Common Stock in accordance with the Conversion Rate.

                  (iii) Upon the Transfer (as defined below) of any shares of
         Class B Common Stock, such shares of Class B Common Stock shall be
         converted automatically into fully paid and nonassessable shares of
         Class A Common Stock in accordance with the Conversion Rate.

                  (iv) For purposes of this Section 8:

                           (a) "Conversion Rate" shall mean the number of shares
                  of Class A Common Stock into which each share of Class B
                  Common Stock shall be converted pursuant to this Section 8
                  determined as follows: Each share of Class B Common Stock
                  shall be converted into one share of Class A Common Stock.



<PAGE>
                           (b) "Designated Transferee" means: (A) members of
                  Carl L. Valdiserri's immediate family (including parents,
                  siblings, spouse and children, whether by birth or by
                  adoption); (B) any one or more charitable or other trusts
                  which are established in connection with the estate planning
                  of Carl L. Valdiserri or in connection with Carl L.
                  Valdiserri's estate, in each case where the beneficiaries of
                  such trusts are the beneficiaries of Carl L. Valdiserri's
                  estate; (C) any one or more trusts for the sole benefit of
                  Carl L. Valdiserri or one or more of the persons referred to
                  in clause (A) of this definition; (D) any corporation all of
                  whose issued and outstanding voting capital stock is held
                  legally and beneficially and of record by Carl L. Valdiserri;
                  provided that in each case (i) Carl L. Valdiserri retains sole
                  voting power with respect to the Class B Common Stock held by
                  any person or entity referred to in clause (1) (A), (B), (C)
                  or (D) of this definition and (ii) the person or entity
                  referred to in clause (1) (A), (B), (C) or (D) of this
                  definition consents to the conversion of any Class B Common
                  Stock held by them pursuant to and upon the occurrence of the
                  events defined in Section 8 (ii) of this Article.

                           (c) "Affiliate" shall mean, as to any person, any
                  other person that directly or indirectly controls, or is under
                  common control with, or is controlled by, such person, and if
                  such person is an individual, any member of the immediate
                  family (including parents, siblings, spouse and children,
                  whether by birth or by adoption) of such individual and any
                  trust whose principal beneficiary is such individual or one or
                  more members of such immediate family and any person who is
                  controlled by any such member or trust. As used in this
                  definition, "control" (including, with its correlative
                  meanings, "controlled by" and "under common control with")
                  shall mean possession, directly or indirectly, of power to
                  direct or cause the direction of management or policies
                  (whether through ownership of securities or partnership or
                  other ownership interests, by contract or otherwise).

                           (d) "Transfer" shall mean the conveyance, sale,
                  lease, assignment, granting of any lien on or other transfer
                  or disposition of any share of capital stock of the
                  Corporation (or any legal or beneficial interest therein), in
                  each case other than to a Designated Transferee; provided,
                  however, that a pledge of capital stock shall not be deemed a
                  "Transfer" hereunder if the pledgor retains beneficial
                  ownership of the stock and Carl L. Valdiserri retains sole
                  voting power with respect to the stock, but any Transfer by
                  the pledgee shall be deemed a Transfer within the meaning of
                  this Section 8. Any shares of capital stock of the Corporation
                  held by a Designated Transferee that ceases to meet the
                  definition of Designated Transferee set forth in paragraph (b)
                  above shall be deemed to be the subject of a Transfer within
                  the meaning of this Section 8 on the date such stockholder
                  ceases to meet the definition of Designated Transferee.

                           (e) A determination of permanent disability of Carl
                  L. Valdiserri shall be established upon (1) any final judicial
                  determination of the permanent disability or incapacity of
                  Carl L. Valdiserri, (2) the delivery to the Corporation of a
                  certificate of a qualified medical doctor, selected by the
                  Board of Directors of the Corporation for such purpose, to the
                  effect that Carl L. Valdiserri is unable to perform such
                  duties of his office because of a permanent physical or mental
                  incapacity or (3) any failure by Carl L. Valdiserri to make
                  himself reasonably available for an examination by such
                  medical doctor.

                  (v) No fraction of a share of Class A Common Stock shall be
         issued in connection with the conversion of shares of Class B Common
         Stock into Class A Common Stock, but in lieu thereof, each holder of
         Class B Common Stock who would otherwise be entitled to a fractional
         interest of a share of Class A Common Stock shall receive a cash
         payment (without interest) (the "Fractional Payment") equal to the
         product of (A) the fraction of a share of Class A Common Stock to which
         such holder would otherwise have been entitled and (B) the Average
         Market Price Per Share of the Class A Common Stock on the Conversion
         Date (as defined below).

                  (vi) No adjustments in respect of dividends shall be made upon
         the conversion of any shares of Class B Common Stock; provided,
         however, that if the Conversion Date with respect to Class B Common
         Stock shall be subsequent to the record date for the payment of a
         dividend or other distribution thereon or with respect thereto but
         prior to the payment or distribution thereof, the registered holders of
         such shares at the close of business on such record date shall be
         entitled to receive the dividend or other distribution payable on such
         shares on the date set for payment of such dividend or other
         distribution

<PAGE>
         notwithstanding the conversion of such shares or the Corporation's
         default in payment of the dividend or distribution due on such date.

                  (vii) At such time or times as any holder of Class B Common
         Stock exercises the right to cause all or any of the shares of Class B
         Common Stock to be converted into Class A Common Stock in accordance
         with clause (i) of this Section 8, such holder shall give notice of
         such conversion to the Corporation, Attention: Secretary, by mailing by
         first-class mail a notice of such conversion (the "Conversion Notice"),
         not less than ten (10) nor more than thirty (30) days prior to the date
         fixed for such conversion (the "Conversion Date").

                  (viii) Before any holder of Class B Common Stock shall be
         entitled to receive certificates representing such shares of Class A
         Common Stock upon conversion of shares of Class B Common Stock as
         provided in this Section 8, such holder shall surrender to the
         Corporation certificates for such shares of Class B Common Stock, duly
         endorsed to the Corporation or in blank or accompanied by proper
         instruments of transfer to the Corporation or in blank, unless the
         Corporation shall waive such requirement. The Corporation will, as soon
         as practicable after such surrender of certificates representing such
         shares of Class B Common Stock issue and deliver at the office of the
         transfer agent representing the Class A Common Stock to Carl L.
         Valdiserri or any Designated Transferee, or to their nominee or
         nominees, certificates representing the number of shares of Class A
         Common Stock to which Carl L. Valdiserri or any Designated Transferee
         shall be entitled as aforesaid.

                  (ix) From and after any applicable Conversion Date or any
         automatic conversion described above, all rights of a holder of shares
         of Class B Common Stock which were converted into shares of Class A
         Common Stock shall cease except for (a) the right to receive
         certificates representing shares of Class A Common Stock as
         contemplated by clauses (i), (ii) and (iii) of this Section 8, (b) the
         right to receive any Fractional Payment as contemplated by clause (v)
         of this Section 8 and (c) the right to dividends as provided in clause
         (vi) of this Section 8.

                  (x) At such time as any Conversion Notice is delivered with
         respect to any shares of Class B Common Stock, or at the time of the
         Conversion Date, if earlier, the Corporation shall have reserved and
         kept available, solely for the purpose of issuance upon conversion of
         the outstanding shares of Class B Common Stock, such number of shares
         of Class A Common Stock as shall be issuable upon the automatic
         conversion of the number of shares of Class B Common Stock provided for
         in clause (ii) or (iii) of this Section 8 or to be specified in the
         applicable Conversion Notice, provided, that nothing contained herein
         shall be construed to preclude the Corporation from satisfying its
         obligations in respect of the conversion of the outstanding shares of
         Class B Common Stock, by delivery of purchased shares of Class A Common
         Stock which are held in the treasury of the Corporation.

                  (xi) The Conversion Rate shall be subject to adjustment from
         time to time as follows:

                           (a) In case the Corporation shall (1) pay a dividend
                  or make a distribution on its Class A Common Stock that is
                  paid or made (A) in other shares of stock of the Corporation
                  or (B) in rights to purchase stock or other securities if such
                  rights are not separable from the Class A Common Stock except
                  upon the occurrence of a contingency, (2) subdivide its
                  outstanding shares of Class A Common Stock into a greater
                  number of shares or (3) combine its outstanding shares of
                  Class A Common Stock into a smaller number of shares, then in
                  each such case the Conversion Rate in effect immediately prior
                  thereto shall be adjusted retroactively so that the holder of
                  any shares of Class B Common Stock thereafter surrendered for
                  conversion shall be entitled to receive the number of shares
                  of Class A Common Stock of the Corporation and other shares
                  and rights to purchase stock or other securities (or, in the
                  event of the redemption of any such shares or rights, any
                  cash, property or securities paid in respect of such
                  redemption) which such holder would have owned or have been
                  entitled to receive after the happening of any of the events
                  described above had such shares of Class B Common Stock been
                  converted immediately prior to the happening of such event. An
                  adjustment made pursuant to this subparagraph (a) shall become
                  effective immediately after the record date in the case of a
                  dividend or distribution and shall become effective
                  immediately after the effective date in the case of a
                  subdivision or combination.



<PAGE>
                           (b) In case the Corporation shall issue rights or
                  warrants to all holders of its Class A Common Stock entitling
                  them (for a period expiring within 45 days after the date
                  fixed for determination mentioned below) to subscribe for or
                  purchase shares of Class A Common Stock at a price per share
                  less than the current market price per share (determined as
                  provided below) of the Class A Common Stock on the date fixed
                  for the determination of stockholders entitled to receive such
                  rights or warrants, then the Conversion Rate in effect at the
                  opening of business on the day following the date fixed for
                  such determination shall be increased by multiplying such
                  Conversion Rate by a fraction of which the numerator shall be
                  the number of shares of Class A Common Stock outstanding at
                  the close of business on the date fixed for such determination
                  plus the number of shares of Class A Common Stock so offered
                  for subscription or purchase and the denominator shall be the
                  number of shares of Class A Common Stock outstanding at the
                  close of business on the date fixed for such determination
                  plus the number of shares of Class A Common Stock that the
                  aggregate of the offering price of the total number of shares
                  of Class A Common Stock so offered for subscription or
                  purchase would purchase at such current market price, such
                  increase to become effective immediately after the opening of
                  business on the day following the date fixed for such
                  determination; provided, however, in the event that all the
                  shares of Class A Common Stock offered for subscription or
                  purchase are not delivered upon the exercise of such rights or
                  warrants, upon the expiration of such rights or warrants the
                  Conversion Rate shall be readjusted to the Conversion Rate
                  that would have been in effect had the numerator and the
                  denominator of the foregoing fraction and the resulting
                  adjustment been made based upon the number of shares of Class
                  A Common Stock actually delivered upon the exercise of such
                  rights or warrants, rather than upon the number of shares of
                  Class A Common Stock offered for subscription or purchase. For
                  the purposes of this subparagraph (b), the number of shares of
                  Class A Common Stock at any time outstanding shall not include
                  shares held in the treasury of the Corporation.

                           (c) In case the Corporation shall, by dividend or
                  otherwise, distribute to all holders of its Class A Common
                  Stock evidences of its indebtedness, cash (excluding ordinary
                  cash dividends paid out of retained earnings of the
                  Corporation), other assets or rights or warrants to subscribe
                  for or purchase any security (excluding those referred to in
                  subparagraphs (a) and (b) above), then in each such case the
                  Conversion Rate shall be adjusted retroactively so that the
                  same shall equal the rate determined by multiplying the
                  Conversion Rate in effect immediately prior to the close of
                  business on the date fixed for the determination of
                  stockholders entitled to receive such distribution by a
                  fraction of which the numerator shall be the current market
                  price per share (determined as provided below) of the Class A
                  Common Stock on the date fixed for such determination and the
                  denominator shall be such current market price per share of
                  the Class A Common Stock less the amount of cash and the then
                  fair market value (as determined by the Board of Directors,
                  whose determination shall be conclusive and described in a
                  resolution of the Board of Directors) of the portion of the
                  assets, rights or evidences of indebtedness so distributed
                  applicable to one share of Class A Common Stock, such
                  adjustment to become effective immediately prior to the
                  opening of business on the day following the date fixed for
                  the determination of stockholders entitled to receive such
                  distribution.

                           (d) For the purpose of any computation under
                  subparagraphs (b) and (c), the current market price per share
                  of Class A Common Stock on any date shall be deemed to be the
                  average of the daily closing prices for the 20 consecutive
                  trading days commencing with the 30th trading day before the
                  day in question. The closing price for each day shall be the
                  reported last sales price regular way or, in case no such
                  reported sale takes place on such day, the average of the
                  reported closing bid and asked prices regular way, in either
                  case on the New York Stock Exchange or, if the Class A Common
                  Stock is not listed or admitted to trading on such Exchange,
                  on the principal national securities exchange on which the
                  Class A Common Stock is listed or admitted to trading (based
                  on the aggregate dollar value of all securities listed or
                  admitted to trading) or, if not listed or admitted to trading
                  on any national securities exchange, in the NASDAQ National
                  Market System or, if the Class A Common Stock is not listed or
                  admitted to trading on any national securities exchange or
                  quoted in the NASDAQ National Market System, the average of
                  the closing bid and asked prices in the over-the-counter
                  market as furnished by any New York Stock Exchange member firm
                  selected from time to time by the Corporation for that
                  purpose, or, if such prices are not available, the fair market
                  value set by, or in a manner established by, the Board of

<PAGE>
                  Directors of the Corporation in good faith. "Trading day"
                  shall mean a day on which the national securities exchange or
                  the NASDAQ National Market System used to determine the
                  closing price is open for the transaction of business or the
                  reporting of trades or, if the closing price is not so
                  determined, a day on which the New York Stock Exchange is open
                  for the transaction of business.

                           (e) No adjustment in the Conversion Rate shall be
                  required unless such adjustment would require an increase or
                  decrease of at least one percent (1%) in such rate; provided,
                  however, that the Corporation may make any such adjustment at
                  its election; and provided further, however, that any
                  adjustments which by reason of this subparagraph (e) are not
                  required to be made shall be carried forward and taken into
                  account in any subsequent adjustment. All calculations under
                  this clause (xi) shall be made to the nearest cent or to the
                  nearest one-hundredth of a share, as the case may be.

                           (f) Whenever the Conversion Rate is adjusted as
                  provided in any provision of this clause (xi):

                                    (1) the Corporation shall compute the
                           adjusted Conversion Rate in accordance with this
                           clause (xi) and shall prepare a certificate signed by
                           the principal financial officer of the Corporation
                           setting forth the adjusted Conversion Rate and
                           showing in reasonable detail the facts upon which
                           such adjustment is based, and such certificate shall
                           forthwith be filed with the transfer agent for the
                           Class B Common Stock; and

                                    (2) a notice stating that the Conversion
                           Rate has been adjusted and setting forth the adjusted
                           conversion rate shall forthwith be required, and as
                           soon as practicable after it is required, such notice
                           shall be mailed by the Corporation to each holder of
                           record of Class B Common Stock at such holder's
                           address as it shall appear upon the stock transfer
                           books of the Corporation.

                           (g) In the event that at any time, as a result of any
                  adjustment made pursuant to this clause (xi), the holder of
                  any shares of Class B Common Stock thereafter surrendered for
                  conversion shall become entitled to receive any shares of the
                  Corporation other than shares of Class A Common Stock or to
                  receive any other securities, the number of such other shares
                  or securities so receivable upon conversion of any share of
                  Class B Common Stock shall be subject to adjustment from time
                  to time in a manner and on terms as nearly equivalent as
                  practicable to the provisions contained in this clause (xi)
                  with respect to the Class A Common Stock.

                  (xii) In case of any reclassification of the Class A Common
         Stock, any consolidation of the Corporation with, or merger of the
         Corporation into, any other person, any merger of another person into
         the Corporation (other than a merger that does not result in any
         reclassification, conversion, exchange or cancellation of outstanding
         shares of Class A Common Stock), any sale or transfer of all or
         substantially all of the assets of the Corporation or any compulsory
         share exchange, pursuant to which share exchange the Class A Common
         Stock is converted into other securities, cash or other property, then
         lawful provision shall be made as part of the terms of such transaction
         whereby the holder of each share of Class B Common Stock then
         outstanding shall have the right thereafter, during the period such
         share shall be convertible, to convert such share only into the kind
         and amount of securities, cash and other property receivable upon such
         reclassification, consolidation, merger, sale, transfer or share
         exchange by a holder of the number of shares of Class A Common Stock of
         the Corporation into which such share of Class B Common Stock might
         have been converted immediately prior to such reclassification,
         consolidation, merger, sale, transfer or share exchange. The
         Corporation, the person formed by such consolidation or resulting from
         such merger or that acquires such assets or that acquires the
         Corporation's shares, as the case may be, shall make provisions in its
         certificate or articles of incorporation or other constituent document
         to establish such right. Such certificate or articles of incorporation
         or other constituent document shall provide for adjustments which, for
         events subsequent to the effective date of such certificate or articles
         of incorporation or other constituent document, shall be as nearly
         equivalent as may be practicable to the adjustments provided for in
         this Section 8. The above provisions shall similarly apply to
         successive reclassifications, consolidations, mergers, sales, transfers
         or share exchanges.



<PAGE>
                  (xiii) The Corporation shall at all times reserve and keep
         available, out of its authorized and unissued stock, solely for the
         purpose of effecting the conversion of the Class B Common Stock, such
         number of shares of its Class A Common Stock free of preemptive rights
         as shall from time to time be sufficient to effect the conversion of
         all shares of Class B Common Stock from time to time outstanding. The
         Corporation shall from time to time, in accordance with the laws of the
         State of Delaware, increase the authorized number of shares of Class A
         Common Stock if at any time the number of shares of Class A Common
         Stock not outstanding shall not be sufficient to permit the conversion
         of all the then outstanding shares of Class B Common Stock.

         If any shares of Class A Common Stock required to be reserved for
purposes of conversion of the Class B Common Stock hereunder require
registration with or approval of any governmental authority under any Federal or
State law before such shares may be issued upon conversion, the Corporation will
in good faith and as expeditiously as possible endeavor to cause such shares to
be duly registered or approved, as the case may be. If the Class A Common Stock
is listed on the New York Stock Exchange or any other national securities
exchange, the Corporation will, if permitted by the rules of such exchange, list
and keep listed on such exchange, upon official notice of issuance, all shares
of Class A Common Stock issuable upon conversion of the Class B Common Stock.

         The Corporation will pay any and all issue or other taxes that may be
payable in respect of any issue or delivery of shares of Class A Common Stock on
conversion of the Class B Common Stock. The Corporation shall not, however, be
required to pay any tax that may be payable in respect of any transfer involved
in the issue or delivery of Class A Common Stock (or other securities or assets)
in a name other than that in which the shares of Class B Common Stock so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Corporation the
amount of such tax or has established, to the satisfaction of the Corporation,
that such tax has been paid.

         Before taking any action that would cause an adjustment reducing the
Conversion Rate, the Corporation will take any corporate action that may, in the
opinion of its counsel, be necessary in order that the Corporation may validly
and legally issue fully paid and nonassessable shares of Class A Common Stock at
the Conversion Rate as so adjusted.

                  (xiv) In case:

                           (a) the Corporation shall (1) declare any dividend
                  (or any other distribution) on its Class A Common Stock, other
                  than (A) a dividend payable in shares of Class A Common Stock
                  or (B) a dividend payable in cash out of its retained earnings
                  other than any special or nonrecurring or other extraordinary
                  dividend or (2) declare or authorize a redemption or
                  repurchase of in excess of ten percent (10%) of the then
                  outstanding shares of Class A Common Stock; or

                           (b) the Corporation shall authorize the granting to
                  the holders of Class A Common Stock of rights or warrants to
                  subscribe for or purchase any shares of stock of any class or
                  of any other rights or warrants (other than any rights
                  specified in paragraph (a)(1)(B) of clause (xi) of this
                  Section 8; or

                           (c) of any reclassification of Class A Common Stock
                  (other than a subdivision or combination of the outstanding
                  Class A Common Stock, or a change in par value, or from par
                  value to no par value, or from no par value to par value), or
                  of any consolidation or merger to which the Corporation is a
                  party and for which approval of any stockholders of the
                  Corporation shall be required, or of the sale or transfer of
                  all or substantially all of the assets of the Corporation or
                  of any compulsory share exchange whereby the Class A Common
                  Stock is converted into other securities, cash or other
                  property; or

                           (d) of the voluntary or involuntary dissolution,
                  liquidation or winding up of the Corporation;

then the Corporation shall cause to be filed with the transfer agent for the
Class B Common Stock, and shall cause to be mailed to each holder of record of
the outstanding Class B Common Stock, at such holder's address as it shall
appear upon the stock transfer books of the Corporation, at least 15 days prior
to the applicable record date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend,

<PAGE>
distribution, redemption or granting of rights or warrants or, if a record is
not to be taken, the date as of which the holders of Class A Common Stock of
record to be entitled to such dividend, distribution, redemption, rights or
warrants are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
or winding up is expected to become effective, and the date as of which it is
expected that holders of Class A Common Stock of record shall be entitled to
exchange their shares of Class A Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer,
share exchange, dissolution, liquidation or winding up (but neither the failure
so to mail such notice nor any defect therein or in the mailing thereof shall
affect the validity of the corporate action required to be specified in such
notice).

         SECTION 9. In the event of the liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, after there shall have
been paid or set apart for the holders of Preferred Stock the full preferential
amounts to which they are entitled, the holders of Class A Common Stock and
Class B Common Stock shall be entitled to receive the assets of the Corporation
remaining for distribution to its stockholders, ratably in proportion to the
number of shares held by them, respectively, together with any other stockholder
entitled to participate in such liquidation, dissolution or winding up on a
parity with the Class A Common Stock and the Class B Common Stock.

         SECTION 10. SUBDIVISION OR COMBINATION.

         (1) If the Corporation shall in any manner subdivide (by stock split or
otherwise) or combine (by reverse stock split or otherwise) the outstanding
shares of the Class A Common Stock or Class B Common Stock, or pay a stock
dividend in shares of any class to holders of that class, the per share voting
rights specified in Section 5 of this Article Fourth of Class B Common Stock
relative to Class A Common Stock shall be appropriately adjusted so as to avoid
any dilution in the aggregate voting rights of any class. Distribution by the
Corporation of shares of any class of its common stock as a dividend on any
other class of its common stock shall not require an adjustment pursuant to this
Section 10.

         (2) The determination of any adjustment required under this Section 10
shall be made by the Corporation's Board of Directors; any such determination
shall be binding and conclusive upon all holders of shares of all classes of the
Corporation's common stock. Following any such determination, the Secretary of
the Corporation shall maintain a record of any such adjustment.

         SECTION 11. Any Preferred Stock, Class A Common Stock or Class B Common
Stock, authorized hereunder or under any amendment hereof, in the discretion of
the Board of Directors, may be issued, except as herein otherwise provided, in
payment for property or services, or as bonuses to employees of the Corporation
or employees of subsidiary companies, or for other assets or securities
including cash, necessary or desirable, in the judgment of the Board of
Directors, to be purchased or acquired from time to time for the Corporation, or
for any other lawful purpose of the Corporation.

         SECTION 12. If it seems desirable so to do, the Board of Directors may
from time to time issue scrip for fractional shares of stock. Such scrip shall
not confer upon the holder any right to dividends or any voting or other rights
of a stockholder of the Corporation, but the Corporation shall from time to
time, within such time as the Board of Directors may determine or without limit
of time if the Board of Directors so determines, issue one or more whole shares
of stock upon the surrender of scrip for fractional shares aggregating the
number of whole shares issuable in respect of the scrip so surrendered, provided
that the scrip so surrendered shall be properly endorsed for transfer if in
registered form.

                                  ARTICLE FIFTH

         The Corporation is to have perpetual existence.

                                  ARTICLE SIXTH

         The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.



<PAGE>
                                 ARTICLE SEVENTH

         SECTION 1. Except as otherwise fixed pursuant to the provisions of
Article Fourth hereof relating to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation, the number of Directors of the Corporation shall be not less
than six and not more than nine. Subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, in case of any vacancy in the Board of Directors,
the remaining Directors, by affirmative vote of a majority thereof, may, and the
stockholders shall not be entitled to, elect a successor to hold office for the
unexpired portion of the term of the Director whose place is vacant and until
his successor shall be duly elected and qualified.

         SECTION 2. The Directors, other than those who may be elected by the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, shall be divided into three classes:
Class I, Class II and Class III. Within the limits specified in this Article
Seventh and the By-Laws of the Corporation, the number of directors in each
class shall be determined by resolution of the Board of Directors; provided,
however, that the number of Directorships shall be apportioned among the classes
so as to maintain the classes as nearly equal in number as possible. The terms
of office of the classes of Directors shall expire at the times of the annual
meetings of the stockholders as follows: Class I at the annual meeting held in
1994, Class II at the annual meeting held in 1995 and Class III at the annual
meeting held in 1996, or thereafter in each case when their respective
successors are elected and qualified. At each subsequent annual meeting, the
Directors chosen to succeed those whose terms are expiring shall be identified
as being of the same class as the Directors whom they succeed, and shall be
elected for a term expiring at the time of the third succeeding annual meeting
of stockholders, or thereafter in each case when their respective successors are
elected and qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

         SECTION 3. No Director shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174, or any successor provision thereto, of the
Delaware General Corporation Law, or (iv) for any transaction from which the
Director derived an improper personal benefit. If the Delaware General
Corporation Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a Director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.

         SECTION 4. In furtherance, and not in limitation of the powers
conferred by law, the Board of Directors is expressly authorized:

                           (a) To make, alter, amend and repeal the By-Laws of
                  the Corporation.

                           (b) To remove at any time any officer elected or
                  appointed by the Board of Directors. Any other officer or
                  employee of the Corporation may be removed at any time by a
                  vote of the Board of Directors, or by any committee or
                  superior officer upon whom such power of removal may be
                  conferred by the By-Laws or by the vote of the Board of
                  Directors.

                           (c) From time to time to fix and to vary the sum to
                  be reserved over and above its capital stock paid in before
                  declaring any dividends; to direct and determine the use and
                  disposition of any surplus or net profits over and above the
                  capital stock paid in; to fix the time of declaring and paying
                  any dividend, and, unless otherwise provided in this
                  Certificate or in the By-Laws, to determine the amount of any
                  dividend. All sums reserved as working capital or otherwise
                  may be applied from time to time to the acquisition or
                  purchase of its bonds or other obligations or shares of its
                  own capital stock or other property to such extent and in such
                  manner and upon such terms as the Board of Directors shall
                  deem expedient and neither the stocks, bonds, or other
                  property so acquired shall be regarded as accumulated profits
                  for the purpose of declaring or paying dividends unless
                  otherwise determined by the Board of Directors, but shares of
                  such capital stock so purchased or acquired may be resold,
                  unless such shares shall have been retired for the purpose of
                  decreasing the Corporation's capital stock as provided by law.



<PAGE>
                           (d) From time to time to determine whether and to
                  what extent, and at what time and places and under what
                  conditions and regulations the accounts and books of the
                  Corporation (other than the stock ledger), or any of them,
                  shall be open to the inspection of the stockholders; and no
                  stockholder shall have any right to inspect any account or
                  book or document of Corporation, except as conferred by
                  statute or authorized by the Board of Directors or by a
                  resolution of the stockholders.

                           (e) The Corporation may by its By-Laws confer upon
                  the Directors powers and authorities additional to the
                  foregoing and to those expressly conferred upon them by
                  statute.

                                 ARTICLE EIGHTH

         Both the stockholders and the Directors of the Corporation may hold
their meetings and the Corporation may have an office or offices in such place
or places outside of the State of Delaware as the By-Laws may provide, and the
Corporation may keep its books outside of the State of Delaware except as
otherwise provided by law.

                                  ARTICLE NINTH

         In addition to any requirement of law and any other provision of this
Amended and Restated Certificate of Incorporation or any resolution or
resolutions of the Board of Directors adopted pursuant to Article Seventh of
this Amended and Restated Certificate of Incorporation (and notwithstanding the
fact that a lesser percentage may be specified by law, this Amended and Restated
Certificate of Incorporation or any such resolution or resolutions), the
affirmative vote of the holders of 66 2/3 percent or more of the combined voting
power of the then outstanding shares of Voting Stock, voting together as a
single class, shall be required to amend, alter or repeal this Amended and
Restated Certificate of Incorporation. Subject to the foregoing provisions of
this Article Ninth, the Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Amended and Restated Certificate of
Incorporation in the manner, now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.

         IN WITNESS WHEREOF, Rouge Industries, Inc. has caused this Certificate
to be signed and attested by its duly authorized officers, this 21st day of May,
2003.



                                          By:   /s/ Gary P. Latendresse
                                                -----------------------
                                                Name:    Gary P. Latendresse
                                                Title:   Vice Chairman and
                                                         Chief Financial Officer



ATTEST


/s/ Martin Szymanski
--------------------
Secretary