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                                                                     EXHIBIT 3.1



                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 HYDRIL COMPANY

                        Under Sections 242 and 245 of the
                        Delaware General Corporation Law


                  HYDRIL COMPANY (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, hereby certifies that:

                  1. The current name of the Corporation is Hydril Company. The
name under which the Corporation was originally incorporated was The Frank R.
Seaver Company. The original Certificate of Incorporation of the Corporation (as
heretofore amended, the "Certificate of Incorporation") was filed with the
Secretary of State of the State of Delaware on June 26, 1972.

                  2. The restatement of and amendments to the Certificate of
Incorporation have been duly adopted by a resolution of the Board of Directors
of the Corporation (the "Board of Directors") proposing and declaring advisable
the Restated Certificate of Incorporation, and the Corporation's stockholders
have duly approved and adopted the Restated Certificate of Incorporation, all in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.

                  3. This Restated Certificate of Incorporation restates and
amends the Certificate of Incorporation of the Corporation. The amendments to
the Certificate of Incorporation effected by the Restated Certificate of
Incorporation include, but are not limited to, amendments (i) to increase the
number of authorized shares of capital stock that the Corporation shall have the
authority to issue, (ii) to add provisions relating to dividends, liquidation
and voting with respect to the common stock and the Class B common stock of the
Corporation, (iii) to add express provisions regarding the denial of preemptive
rights and cumulative voting, (iv) to provide for the procedure for removal of
members of the Board of Directors and the procedure for filling vacancies on the
Board of Directors, (v) to prohibit the taking of action by the stockholders of
the Corporation by less than unanimous written consent without a stockholders'
meeting, (vi) to limit the liability of a Director of the Corporation to the
Corporation or any of its stockholders to the extent permitted by Section
102(b)(7) of the General Corporation Law of the State of Delaware, (vii) to
require, for certain mergers and other transactions, the affirmative vote of (a)
holders of at least 80% of the outstanding voting stock of the Corporation and
(b) holders of at least 66-2/3% of the outstanding voting stock of the
Corporation, exclusive of voting stock beneficially owned by the party whose
interest in the transaction gives rise to the requirement of the 80% vote,
(viii) to provide for the amendment of the Bylaws of the Corporation by the
Board of Directors and by the stockholders of the



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Corporation and to establish the required vote for such amendment, and (ix) to
require, for certain amendments to the Certificate of Incorporation, the
affirmative vote of holders of at least 66-2/3% of the outstanding voting stock
of the Corporation.

                  4. The capital of the Corporation shall not be reduced under
or by reason of the foregoing amendments to the Certificate of Incorporation.

                  5. The Certificate of Incorporation is hereby superseded by
the Restated Certificate of Incorporation, which shall henceforth be the
Certificate of Incorporation of the Corporation.

                  6. The text of the Certificate of Incorporation is hereby
restated and amended to read in its entirety as follows (hereinafter, the
Restated Certificate of Incorporation, as it may be further amended or restated
from time to time, is referred to the "Restated Certificate of Incorporation").

                      RESTATED CERTIFICATE OF INCORPORATION

                  FIRST: The name of the Corporation is Hydril Company.

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

                  THIRD: The purpose of the Corporation is to engage in any
lawful business, act or activity for which corporations may be organized under
the provisions of the General Corporation Law of the State of Delaware, or any
successor statute (the "DGCL").

                  FOURTH: The aggregate number of shares of capital stock that
the Corporation shall have authority to issue is 117,000,000, divided into
classes as follows:

                  (1) 75,000,000 shares of common stock, par value $0.50 per
share ("Common Stock"), and

                  (2) 32,000,000 shares of Class B common stock, par value $0.50
per share ("Class B Common Stock"); and

                  (3) 10,000,000 shares of preferred stock, par value $1.00 per
share ("Preferred Stock").

                  Shares of any class or series of capital stock of the
Corporation may be issued for such consideration and for such corporate purposes
as the Board of Directors may from time to time determine. The number of
authorized shares of any class or series of capital stock of the Corporation may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of holders of at least a majority of the
then outstanding Voting Stock (as defined below), voting as a single class. The
term "Voting Stock" shall mean all outstanding shares of all classes and series
of capital stock of the Corporation entitled to vote generally in the election
of Directors of the Corporation, considered as one class; and, if the


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Corporation shall have outstanding at any time shares of Voting Stock entitled
to more or less than one vote for any such share, each reference in the Restated
Certificate of Incorporation to a proportion or percentage in voting power of
Voting Stock shall be calculated by reference to the portion or percentage of
all votes entitled to be cast by holders of all such shares generally in the
election of Directors of the Corporation.

                  The following is a statement of the powers, preferences and
rights, and the qualifications, limitations or restrictions, of the Preferred
Stock, the Common Stock and the Class B Common Stock.

                           SECTION I. PREFERRED STOCK

                  Shares of Preferred Stock shall be issuable from time to time
in one or more series as may be determined by the Board of Directors. Each
series shall be distinctly designated. The Board of Directors is hereby
expressly granted the authority to fix, by resolution or resolutions adopted
prior to and providing for the issuance of any shares of each particular series
of Preferred Stock and incorporated in a certificate of designations filed with
the Secretary of State of the State of Delaware, the designation, powers
(including voting powers and voting rights, full or limited, or no voting
powers) and preferences, and the relative, participating, optional or other
rights, if any, and the qualifications, limitations or restrictions thereof, if
any, of such series, including, without limiting the generality of the
foregoing, the following:

                  (1) the designation of, and the number of shares of Preferred
Stock which shall constitute, the series, which number may be increased (except
as otherwise fixed by the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time by action of the
Board of Directors;

                  (2) the rate and times at which (or the method of
determination thereof), and the terms and conditions upon which, dividends, if
any, payable in cash, in kind or otherwise on shares of the series shall be
paid, the nature of any preferences or the relative rights of priority of such
dividends to the dividends payable, and the qualifications, limitations or
restrictions, if any, with respect to such dividends payable, on any other
shares of class or classes of capital stock of the Corporation or on any shares
of other series of Preferred Stock, and a statement whether or in what
circumstances such dividends shall be cumulative;

                  (3) whether shares of the series shall be convertible into or
exchangeable for shares of any class or series of capital stock or other
securities or property of the Corporation or of any other corporation or entity,
and, if so, the terms and conditions of such conversion or exchange, including
any provisions for the adjustment of the conversion or exchange rate in such
events as the Board of Directors shall determine;

                  (4) whether shares of the series shall be redeemable, and, if
so, the terms and conditions of such redemption (including whether redemption
shall be optional or mandatory), including the date or dates or event or events
upon or after the occurrence of which they shall be redeemable, and the amount
and type of consideration payable in case of redemption, which amount per share
may vary under different conditions and at different redemption dates;


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                  (5) the rights, if any, of holders of shares of the series
upon the voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding-up of the Corporation,
and the relative rights of priority, if any, of payment of shares of the series;

                  (6) whether shares of the series shall have a sinking fund or
purchase account for the redemption or purchase of shares of the series, and if
so, the terms, conditions and amount of such sinking fund or purchase account;

                  (7) whether shares of the series shall have voting rights in
addition to the voting rights as shall be provided by law and, if so, the terms
of such voting rights, which may, without limiting the generality of the
foregoing, include the right to vote, as a series by itself or together with
other series of Preferred Stock or together with all series of Preferred Stock
as a class and/or with the Common Stock and/or with the Class B Common Stock as
a class, upon such matters, under such circumstances and upon such conditions as
the Board of Directors shall determine, including, without limitation, the
right, voting as a series by itself or together with other series of Preferred
Stock or together with all series of Preferred Stock as a class and/or with the
Common Stock and/or with the Class B Common Stock as a class, to elect one or
more Directors of the Corporation under such circumstances and upon such
conditions as the Board of Directors shall determine; and

                  (8) any other powers, preferences and relative, participating,
optional or other rights, and qualifications, limitations or restrictions of
shares of that series.

                  The relative powers, preferences and rights of each series of
Preferred Stock in relation to the powers, preferences and rights of each other
series of Preferred Stock shall, in each case, be as fixed from time to time by
the Board of Directors in the resolution or resolutions adopted pursuant to the
authority granted in this Section I of this Article Fourth, and the consent, by
class or series vote or otherwise, of holders of Preferred Stock of such of the
series of Preferred Stock as are from time to time outstanding shall not be
required for the issuance by the Board of Directors of any other series of
Preferred Stock, whether or not the powers, preferences and rights of such other
series shall be fixed by the Board of Directors as senior to, or on a parity
with, the powers, preferences and rights of such outstanding series, or any of
them; provided, however, that the Board of Directors may provide in such
resolution or resolutions adopted with respect to any series of Preferred Stock
that the consent of holders of at least a majority (or such greater proportion
as shall be therein fixed) of the outstanding shares of such series voting
thereon shall be required for the issuance of shares of any or all other series
of Preferred Stock.

                            SECTION II. COMMON STOCK

                  (1) Dividends. Subject to any requirements with respect to
preferential or participating dividends as shall be provided by the express
terms of any outstanding series of Preferred Stock, holders of the Common Stock
and the Class B Common Stock shall be entitled to receive such dividends
thereon, if any, as may be declared from time to time by the Board of Directors.
Except as hereinafter provided with respect to dividends consisting of shares of
Common Stock and Class B Common Stock, all dividends that the Board of Directors
may declare from time to time on the Common Stock and the Class B Common Stock
shall be



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declared and paid in an equal amount per share on all shares of Common Stock and
Class B Common Stock then outstanding. Dividends consisting of shares of Common
Stock and Class B Common Stock, or capital stock or other securities convertible
into or exchangeable for shares of Common Stock and Class B Common Stock, shall
be declared by the Board of Directors and shall be paid by the Corporation only
as follows: (i) dividends consisting of shares of Common Stock or capital stock
or other securities convertible into or exchangeable for shares of Common Stock
shall only be declared and paid to holders of shares of Common Stock and
dividends consisting of shares of Class B Common Stock or capital stock or other
securities convertible into or exchangeable for shares of Class B Common Stock
shall only be declared and paid to holders of shares of Class B Common Stock;
and (ii) the number of shares of Class B Common Stock or capital stock or other
securities convertible into or exchangeable for shares of Class B Common Stock
declared and paid as a dividend with respect to each outstanding share of Class
B Common Stock shall be equal to the number of shares of Common Stock or capital
stock or other securities or other securities convertible or exchangeable for
shares of Common Stock declared and paid as a dividend with respect to each
outstanding share of Common Stock.

                  (2) Liquidation. In the event of liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary, holders of the
Common Stock and the Class B Common Stock then outstanding shall be entitled to
receive such assets and properties of the Corporation, tangible and intangible,
as are available for distribution to stockholders of the Corporation ratably in
proportion to the number of shares of Common Stock and Class B Common Stock held
by each holder, after there shall have been paid or set apart for payment the
full amounts necessary to satisfy any preferential or participating rights to
which holders of each outstanding series of Preferred Stock are entitled by the
express terms of such series.

                  (3) Voting.

                           (a) The holders of shares of Common Stock and the
         holders of shares of Class B Common Stock shall be entitled to receive
         notice of and to attend all meetings of the stockholders of the
         Corporation and to vote together as a single class (subject to any
         right that may be conferred upon holders of Preferred Stock to vote
         together with holders of Common Stock and/or Class B Common Stock) at
         all such meetings on each matter submitted to a vote of stockholders,
         except as provided by the Restated Certificate of Incorporation or
         otherwise provided by Delaware law with respect to meetings or matters
         as to which only the holders of one class or series of shares of the
         Corporation's capital stock are entitled to vote separately as a class
         or series, as the case may be. At any meeting at which the holders of
         shares of Common Stock and the holders of shares of Class B Common
         Stock are entitled to vote together, the shares of Common Stock shall
         carry one vote per share and the shares of Class B Common Stock shall
         carry ten votes per share. The holders of shares of Class B Common
         Stock shall be entitled to one vote per share held at any meeting of
         holders of shares of Class B Common Stock at which they are entitled to
         vote separately as a class. The holders of shares of Common Stock shall
         be entitled to one vote per share at any meeting of holders of shares
         of Common Stock at which they are entitled to vote separately as a
         class.

                           (b) Except as otherwise provided by Delaware law or
         Article Ninth hereof, the provisions of the Restated Certificate of
         Incorporation shall not be modified,



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         revised, altered or amended, repealed or rescinded, in whole or in
         part, without the affirmative vote of holders of at least a majority of
         the then outstanding Voting Stock, voting together as a single class;
         provided, however, that any proposal to modify, revise, alter or amend
         the Restated Certificate of Incorporation in any manner that would
         alter or change the powers, preferences or special rights of the shares
         of either the Common Stock or the Class B Common Stock so as to affect
         them adversely also will require the approval of the holders of a
         majority of the votes entitled to be cast by the holders of the shares
         of the class so affected by the proposed amendment, voting separately
         as a class. Any increase in the authorized number of shares of any
         class or classes of stock of the Corporation, or the creation,
         authorization or issuance of any securities convertible into, or
         warrants, options or similar rights to purchase, acquire or receive,
         shares of any such class or classes of stock, shall be deemed not to
         affect adversely the powers, preferences or special rights of the
         shares of either the Common Stock or the Class B Common Stock.

                           (c) The class voting rights accorded to the Common
         Stock and the Class B Common Stock by paragraph 3(b) of this Section II
         shall not apply to any modification, revision, alteration or amendment
         of any of the provisions of the Restated Certificate of Incorporation
         effected by a merger to which the Corporation is a party if the Common
         Stock and the Class B Common Stock would in such merger be converted
         into

                           (A)      a right to receive cash;

                           (B)      any equity security, if that equity security
                                    is registered pursuant to Section 12 of the
                                    Securities Exchange Act of 1934, as amended
                                    (the "Exchange Act") or was issued by a
                                    corporation that is then subject to the
                                    reporting obligations imposed by Section
                                    15(d) of the Exchange Act as a result of
                                    registration of an offering of that equity
                                    security under the registration provisions
                                    of the Securities Act of 1933, as amended
                                    (any such security being referred to herein
                                    as an "Equity Security");

                           (C)      any security immediately convertible into or
                                    exchangeable for an Equity Security;

                           (D)      any option or warrant immediately
                                    exercisable with respect to an Equity
                                    Security; or

                           (E)      any combination of any of the foregoing.

                  (4) Conversion of Shares of Class B Common Stock.

                           (a) Shares of Common Stock may not be converted into
         shares of Class B Common Stock. Each share of Class B Common Stock
         shall be convertible at any time at the option of the holder thereof
         into one share of fully paid and nonassessable Common Stock as follows:


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                           (A)      such right shall be exercised by the
                                    surrender of the certificate representing
                                    such share of Class B Common Stock to be
                                    converted to the Corporation at any time
                                    during normal business hours to the office
                                    of the Secretary of the Corporation at the
                                    principal executive offices of the
                                    Corporation, or, if an agent for the
                                    registration of transfer of shares of Class
                                    B Common Stock is then duly appointed and
                                    acting (said agent being hereinafter called
                                    the "Transfer Agent"), then at the office of
                                    the Transfer Agent, accompanied by a written
                                    notice of the election by the holder thereof
                                    to convert and (if so required by the
                                    Corporation or the Transfer Agent) by
                                    instruments of transfer, in form
                                    satisfactory to the Corporation or the
                                    Transfer Agent, duly executed by such holder
                                    or his duly authorized attorney, and
                                    transfer tax stamps or funds therefor, if
                                    required pursuant to subparagraph (C) below;

                           (B)      as promptly as practicable after the
                                    surrender for conversion of a certificate
                                    representing shares of Class B Common Stock
                                    in the manner provided in the foregoing
                                    paragraph and the payment in cash of any
                                    amount required by the provisions of
                                    subparagraph (A) above and subparagraph (C)
                                    below, the Corporation will deliver or cause
                                    to be delivered at the office of the
                                    Corporation or the Transfer Agent to or upon
                                    the written order of the holder of such
                                    certificate, a certificate or certificates
                                    representing the number of full shares of
                                    Common Stock issuable upon such conversion,
                                    issued in such name or names as such holder
                                    may direct. Such conversion shall be deemed
                                    to have been made immediately prior to the
                                    close of business on the date of the
                                    surrender of the certificate representing
                                    shares of Class B Common Stock, and all
                                    rights of the holder of such shares as such
                                    holder shall cease at such time and the
                                    person or persons in whose name or names the
                                    certificate or certificates representing the
                                    shares of Common Stock are to be issued
                                    shall be treated for all purposes as having
                                    become the record holder or holders of such
                                    shares of Common Stock at such time;
                                    provided, however, that if any such
                                    surrender occurs on any date when the stock
                                    transfer books of the Corporation shall be
                                    closed, the person or persons in whose name
                                    or names the certificate or certificates
                                    representing shares of Common Stock are to
                                    be issued shall be treated for all purposes
                                    as having become the record holder or
                                    holders thereof and such conversion shall be
                                    deemed to have been made, immediately prior
                                    to the close of business on the next
                                    succeeding day on which such stock transfer
                                    books are open; and

                           (C)      the issuance of certificates for shares of
                                    Common Stock upon conversion of shares of
                                    Class B Common Stock shall be made without
                                    charge for any stamp or other similar tax in
                                    respect of such issuance; provided however,
                                    that if any such certificate is to be

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                                    issued in a name other than that of the
                                    holder of the share or shares of Class B
                                    Common Stock converted, the person or
                                    persons requesting the issuance thereof
                                    shall pay to the Corporation the amount of
                                    any applicable tax that may be payable in
                                    respect of any transfer involved in such
                                    issuance or shall establish to the
                                    satisfaction of the Corporation that such
                                    tax has been paid.

                           (b) Each share of Class B Common Stock will be
         converted automatically and without any action on the part of the
         holder into a share of Common Stock as of any time at which the number
         of outstanding shares of Class B Common Stock shall first fall below
         10% of the number of outstanding shares of Common Stock and Class B
         Common Stock, combined. From and after such time, no additional shares
         of Class B Common Stock shall be issued by the Corporation, and the
         authorized common stock of the Corporation shall thereupon consist of a
         single class of 75,000,000 shares of Common Stock.

                           (c) Each share of Class B Common Stock will be
         converted automatically into a share of Common Stock upon any Transfer
         (as defined in paragraph (4)(h) of this Section II) thereof, if the
         Transfer is not to a Permitted Transferee (as defined in paragraph
         (4)(g) of this Section II) and made in accordance with paragraph (4)(f)
         of this Section II below, effective immediately prior to the close of
         business as of the date on which certificates representing such are
         presented for transfer on the books of the Corporation; and the
         transferee shall have no rights as a holder of Class B Common Stock or
         any other rights against or with respect to the Corporation in respect
         of such shares of Class B Common Stock, except the right to have
         registered in the name of such transferee the shares of Common Stock
         issued on such conversion. Any person who takes shares of Class B
         Common Stock in a Transfer may treat the endorsement on the certificate
         representing such shares, or the instrument of transfer accompanying
         such shares, as authorizing such person on behalf of the transferor, to
         surrender such certificates in the manner provided in paragraph (4)(a)
         of this Section II for the purpose of registering the Transfer to such
         person of the shares of Common Stock issuable upon conversion and
         obtaining a certificate representing such shares of Common Stock.

                           (d) Upon any conversion of shares of Class B Common
         Stock into shares of Common Stock pursuant to the provisions of
         paragraph (4) of this Section II, any dividend, for which the record
         date or payment date is subsequent to the conversion, that has been
         declared on the shares of Class B Common Stock so converted shall be
         deemed to have been declared, and shall be payable, with respect to the
         shares of Common Stock into or for which the shares of Class B Common
         Stock are so converted, and any such dividend that is declared on the
         shares of Class B Common Stock payable in shares of Class B Common
         Stock shall be deemed to have been declared, and shall be payable, in
         an equal number of shares of Common Stock.

                           (e) The Corporation at all times shall reserve and
         keep available, out of its authorized but unissued Common Stock, at
         least the number of shares of Common Stock that would become issuable
         upon the conversion of all shares of Class B Common Stock then
         outstanding.


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                           (f) Shares of Class B Common Stock shall be
         transferred on the books of the Corporation, and a new stock
         certificate representing Class B Common Stock issued therefor, upon
         presentation to the office of the Secretary of the Corporation at any
         time during normal business hours at the principal executive offices of
         the Corporation, or at the office of the Transfer Agent, if any, of the
         certificate for the shares of Class B Common Stock, in proper form for
         transfer and accompanied by all requisite stock transfer tax stamps,
         together with an affidavit from the holder stating that the stock
         certificate is being presented to effect a Transfer of the shares to a
         Permitted Transferee. Such affidavit shall be verified as of a date not
         earlier than five days prior to the date of delivery of the affidavit.

                           (g) "Permitted Transferee" means:

                           (A)      a natural person, who (i) was or is the
                                    holder of any shares of Class B Common
                                    Stock, (ii) is a lineal descendant of a
                                    parent of a natural person who satisfies, or
                                    while living did satisfy, the provisions of
                                    (i), or (iii) is a spouse or surviving
                                    spouse of a natural person who satisfies, or
                                    while living did satisfy, the provisions of
                                    either (i) or (ii) (the persons referred to
                                    in (i) through (iii) being referred to
                                    herein as "Qualified Natural Persons");

                           (B)      two or more Qualified Natural Persons;

                           (C)      the estate of a deceased holder of Class B
                                    Common Stock provided that such transfer was
                                    pursuant to the deceased holder's will or
                                    the laws of distribution;

                           (D)      the Corporation or any of its subsidiaries;

                           (E)      an employee benefit plan sponsored by the
                                    Corporation or any of its subsidiaries;

                           (F)      a trust (including a voting trust) or
                                    trustee of a trust, and any savings or
                                    retirement account, such as an individual
                                    retirement account for purposes of federal
                                    income tax laws, whether or not involving a
                                    trust, principally for the benefit of such
                                    transferor and/or any of his or her
                                    Permitted Transferees or Permitted
                                    Transferees thereof, including any trust in
                                    respect of which such transferor and/or his
                                    or her Permitted Transferees, or Permitted
                                    Transferees thereof have any general or
                                    special power of appointment or general or
                                    special non-testamentary power or special
                                    testamentary power of appointment limited to
                                    any of his or her Permitted Transferees or
                                    Permitted Transferees thereof, and including
                                    any trust that provides that trust assets
                                    may be used to pay taxes and other
                                    obligations of the trust or of the estate of
                                    one or more Qualified Natural Persons
                                    payable by reason of the death of such
                                    Qualified National Persons; provided,
                                    however, that if for


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                                    any reason, following the Transfer, such
                                    trustee, trust or account would no longer
                                    qualify as a Permitted Transferee, all
                                    shares of Class B Common Stock then held by
                                    such trustee, trust or account shall, upon
                                    the election of the Corporation given by
                                    written notice mailed to such trustee, trust
                                    or account, without further action, be
                                    converted into a like number of shares of
                                    Common Stock effective upon the date of the
                                    mailing of such notice, and stock
                                    certificates formerly representing such
                                    shares of Class B Common Stock shall
                                    thereupon and thereafter be deemed to
                                    represent the like number of shares of
                                    Common Stock; and provided further that the
                                    Company may treat the failure of any such
                                    trustee, trust or account to provide such
                                    affidavits or other proof as the Corporation
                                    may require, in accordance with subparagraph
                                    4(j) of this Section II as conclusive
                                    evidence of a change by reason of which such
                                    trustee, trust or account no longer
                                    qualifies as a Permitted Transferee;

                           (G)      a transferee as successor trustee or as
                                    co-trustee of a trust of which his immediate
                                    transferor was or is a trustee registered as
                                    a holder of such shares of Class B Common
                                    Stock;

                           (H)      any organization contributions to which are
                                    deductible for federal income tax, estate or
                                    gift tax purposes (a "Charitable
                                    Organization") that agrees in writing to
                                    sell such shares to the Corporation
                                    immediately following the transfer;

                           (I)      any corporation a majority of the record and
                                    beneficial ownership of outstanding capital
                                    stock entitled to vote for the election of
                                    directors of which is owned by, or a
                                    partnership a majority of the record and
                                    beneficial ownership of the partnership
                                    interests entitled to participate in the
                                    management of the partnership of which are
                                    held by, the transferor and/or his or her
                                    Permitted Transferees or Permitted
                                    Transferees thereof; provided, however, that
                                    if by reason of any change in the ownership
                                    of such stock or partnership interests
                                    following the Transfer, such corporation or
                                    partnership would no longer qualify as a
                                    Permitted Transferee, all shares of Class B
                                    Common Stock then held by such corporation
                                    or partnership shall, upon the election of
                                    the Corporation given by written notice
                                    mailed to such corporation or partnership,
                                    without further action, be converted into a
                                    like number of shares of Common Stock
                                    effective upon the date of the mailing of
                                    such notice, and stock certificates formerly
                                    representing such shares of Class B Common
                                    Stock shall thereupon and thereafter be
                                    deemed to represent the like number of
                                    shares of Common Stock; and provided further
                                    that the Corporation may treat the failure
                                    of any such corporation or partnership to
                                    provide such affidavits or other proof at
                                    such times as the Corporation may require,
                                    in accordance with subparagraph 4(j) of this
                                    Section II, as conclusive evidence of



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                                    a change in ownership by reason of which
                                    such corporation or partnership no longer
                                    qualifies as a Permitted Transferee;

                           (J)      in the case of a transferor that is the
                                    executor, administrator or personal
                                    representative of the estate of a deceased
                                    holder of Class B Common Stock, or that is
                                    the guardian of the estate of a minor or
                                    incompetent holder of Class B Common Stock
                                    or that is the estate of a bankrupt or
                                    insolvent holder of Class B Common Stock,
                                    which holds the shares of Class B Common
                                    Stock in question, "Permitted Transferee"
                                    also includes a Permitted Transferee of such
                                    deceased, minor, incompetent, bankrupt or
                                    insolvent person;

                           (K)      in the case of a transferor holding the
                                    shares of Class B Common Stock in question
                                    that is an employee benefit plan sponsored
                                    by the Corporation or any of its
                                    subsidiaries, "Permitted Transferee" also
                                    includes any distributee under and pursuant
                                    to the terms of such plan;

                           (L)      in the case of a transferor holding shares
                                    of Class B Common Stock in question that is
                                    a savings or retirement account, such as an
                                    individual retirement account for the
                                    purposes of federal income tax laws,
                                    "Permitted Transferee" also includes the
                                    beneficial owner of such account;

                           (M)      in the case of a transferor holding the
                                    shares of Class B Common Stock in question
                                    as a trust (other than a Charitable
                                    Organization) or as a trustee of a trust,
                                    that was irrevocable on the Effective Time
                                    (as defined in paragraph (10)(a) of this
                                    Section II), "Permitted Transferee" also
                                    includes (i) any person to whom or for whose
                                    benefit principal of such trust may be
                                    distributed, either during or at the end of
                                    the term of such trust, whether by power of
                                    appointment or otherwise and (ii) any
                                    Permitted Transferee of any such person;

                           (N)      in the case of a transferor that is a
                                    corporation or partnership (other than a
                                    Charitable Organization) holding shares of
                                    Class B Common Stock in question, "Permitted
                                    Transferee" also includes (1) any person
                                    that transferred such shares of Class B
                                    Common Stock to such corporation or
                                    partnership and (2) any Permitted Transferee
                                    of any such transferor;

         provided, that, for purposes of this subparagraph 4(g), (i) the
         relationship of any person that is derived by or through legal adoption
         shall be considered a natural relationship, (ii) each joint owner of
         shares, of Class B Common Stock shall be considered a holder of such
         shares; (iii) a minor for whom shares of Class B Common Stock are held
         pursuant to a Uniform Gifts to Minors Act or similar law shall be
         considered a holder of such shares; (iv) unless otherwise specified,
         the term "person" includes a natural person, corporation,


                                       11
<PAGE>   12

         partnership, unincorporated association, firm, joint venture, trustee
         or other entity and a personal representative or guardian of an estate,
         (v) each reference to a "natural person" or to a "holder" of shares, if
         a natural person, shall be deemed to include in his representative
         capacity, a guardian, committee, executor, administrator or other legal
         representative of such natural person or holder, (vi) without
         derogating from the election conferred upon the Corporation pursuant to
         subclause (I) of this paragraph (4), each reference to corporation
         shall include any successor corporation resulting from merger or
         consolidation and each reference to a partnership shall include any
         successor partnership resulting from the death or withdrawal of a
         partner; and (vi) a "beneficial owner" of any shares or partnership
         interest shall mean a person who, or an entity which, possesses the
         power, either singly or jointly, to direct the voting or disposition of
         such shares or interest and shall have the meanings ascribed to such
         terms in the rules promulgated under the Exchange Act.

                           (h) "Transfer" means any sale, pledge, gift, bequest,
         assignment or other transfer or disposition of any ownership or voting
         interest in any share of Class B Common Stock, including:

                           (A)      any offer, pledge, sale, contract to sell,
                                    sale of any option or contract to purchase,
                                    purchase of any option or contract to sell,
                                    grant of any option, right or warrant to
                                    purchase, loan or other direct or indirect
                                    transfer or disposal of: (i) any shares of
                                    Class B Common Stock, or (ii) any securities
                                    convertible into or exercisable or
                                    exchangeable for Class B Common Stock; or

                           (B)      entry into any swap or other arrangement
                                    (including by way of insurance) that
                                    transfers to another, in whole or in part,
                                    any of the economic consequences of
                                    ownership of any shares of Class B Common
                                    Stock or any shares of Common Stock into
                                    which the shares of Class B Common Stock are
                                    convertible;

         whether any transaction described in clause (A) or (B) above is to be
         settled by delivery of Class B Common Stock, Common Stock or other
         securities, in cash or otherwise. Notwithstanding anything to the
         contrary set forth in the Restated Certificate of Incorporation, any
         holder of Class B Common Stock may pledge such shares to a pledgee
         pursuant to a bona fide pledge of such shares as collateral security
         for indebtedness due to the pledgee, provided that such shares may not
         be transferred to or registered in the name of the pledgee unless such
         pledgee is a Permitted Transferee. In the event of foreclosure or other
         similar action by the pledgee, such pledged shares shall automatically,
         without any act or deed on the part of the Corporation or any other
         person, be converted into shares of Common Stock.

                           (i) In connection with any Transfer or conversion of
         any stock of the Corporation pursuant to or as permitted by the
         provisions of paragraph (4) of this Section II:



                                       12
<PAGE>   13

                           (A)      the Corporation shall be under no obligation
                                    to make any investigation of facts unless an
                                    officer, employee or agent of the
                                    Corporation responsible for making such
                                    Transfer or conversion or determination or
                                    issuing Common Stock or Class B Common Stock
                                    pursuant to such Transfer or conversion has
                                    substantial reason to believe, or unless the
                                    Board of Directors (or a committee of the
                                    Board of Directors designated for the
                                    purpose) determines that there is
                                    substantial reason to believe, that any
                                    affidavit or other document is incomplete or
                                    incorrect in a material respect, and

                           (B)      neither the Corporation nor any director,
                                    officer, employee or agent of the
                                    Corporation shall be liable in any manner
                                    for any action taken or omitted in good
                                    faith.

                           (j) Proof of Status. The Corporation may, in
         connection with preparing a list of stockholders entitled to vote at
         any meeting of stockholders, or as a condition to the transfer or the
         registration of transfer of shares of Class B Common Stock on the
         Corporation's books, or at any other time for any reasonable purpose
         consistent with this Section II, require the furnishing of such
         affidavits or other proof as it deems necessary to establish that any
         person is the holder to whom the shares of Class B Common Stock were
         originally deemed issued pursuant to paragraph 10 of this Section II or
         is a Permitted Transferee.

                  (5) Prohibition against Reissue. The Corporation shall not
reissue or resell any shares of Class B Common Stock which shall have been
converted into shares of Common Stock pursuant to or as permitted by the
provisions of paragraph 4 of this Section II, or any shares of Class B Common
Stock which shall have been acquired by the Corporation in any other manner. The
Corporation shall, from time to time, take such appropriate action as may be
necessary to retire such shares and to reduce the authorized amount of Class B
Common Stock accordingly.

                  (6) Subdivision and Consolidation. From and after the first
date (the "Public Status Date") on which the Corporation has outstanding a class
of equity securities registered under the Exchange Act, the Corporation may not
reclassify, combine, subdivide or consolidate the shares of Common Stock or the
shares of Class B Common Stock without at the same time proportionately
reclassifying, combining, subdividing or consolidating the shares of the other
class.

                  (7) Reorganization or Merger. In case of any reorganization or
any consolidation of the Corporation with one or more other corporations or a
merger of the Corporation with another corporation, each holder of a share of
Common Stock or Class B Common Stock shall be entitled to receive with respect
to that share the same kind and amount of shares of stock and other securities
and property (including cash) receivable upon the reorganization, consolidation
or merger by a holder of a share of the other class.

                  (8) Legend on Class B Common Stock. The Corporation may
require the certificates representing the shares of Class B Common Stock to bear
a legend noting the


                                       13
<PAGE>   14

restrictions on transfer and registration of transfer of Class B Common Stock
imposed by the Restated Certificate of Incorporation.

                  (9) Common Stock and Class B Common Stock Otherwise Identical.
Except as otherwise set forth in this Article Fourth, the relative powers,
preferences and participating, optional or other special rights, and the
qualifications, limitations or restrictions of the Common Stock and the Class B
Common Stock shall be identical in all respects.

                  (10) Reclassification.

                           (a) The Restated Certificate of Incorporation is
         intended to, and shall, effect a reclassification of the common stock,
         par value $0.50 per share, of the Corporation (the "Old Common Stock")
         into Class B Common Stock in accordance with the provisions of this
         paragraph 10. Upon the Restated Certificate of Incorporation becoming
         effective in accordance with Section 103 of the DGCL (the "Effective
         Time"), each share of Old Common Stock that was issued and outstanding
         immediately prior to the Effective Time shall automatically and without
         any action on the part of the holder thereof or any other person be
         reclassified as one share of Class B Common Stock.

                           (b) From and after the Effective Time, each holder of
         a certificate theretofore evidencing shares of the Old Common Stock may
         be surrendered by the holder thereof in exchange for a certificate or
         certificates evidencing an equivalent number of shares of Class B
         Common Stock.

                           SECTION III. CAPITAL STOCK

                  (1) Regarding Preemptive Rights. No stockholder of the
Corporation shall by reason of his holding shares of any class or series of
capital stock of the Corporation have any preemptive or preferential right to
purchase, acquire, subscribe for or otherwise receive any additional, unissued
or treasury shares (whether now or hereafter acquired) of any class or series of
capital stock of the Corporation now or hereafter to be authorized, or any
notes, debentures, bonds or other securities convertible into or carrying any
right, option or warrant to purchase, acquire, subscribe for or otherwise
receive shares of any class or series of capital stock of the Corporation now or
hereafter to be authorized, whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities, would adversely affect the
dividends or voting or other rights of such stockholder, and the Board of
Directors may issue or authorize the issuance of shares of any class or series
of capital stock of the Corporation, or any notes, debentures, bonds or other
securities convertible into or carrying rights, options or warrants to purchase,
acquire, subscribe for or otherwise receive shares of any class or series of
capital stock of the Corporation, without offering any such shares of any such
class, either in whole or in part, to the existing stockholders of any such
class.

                  (2) Cumulative Voting. Cumulative voting of shares of any
class or series of capital stock of the Corporation having voting rights is
prohibited.

                  FIFTH: (1) In General.




                                       14
<PAGE>   15

                           (a) The powers of the Corporation shall be exercised
         by or under the authority of, and the business and affairs of the
         Corporation shall be managed by or under the direction of, the Board of
         Directors. In addition to the authority and powers conferred upon the
         Board of Directors by the DGCL, the Restated Certificate of
         Incorporation or the Bylaws of the Corporation, the Board of Directors
         is hereby authorized and empowered to exercise all such powers and do
         all such acts and things as may be exercised or done by the
         Corporation, subject to the provisions of the DGCL, the Restated
         Certificate of Incorporation and any Bylaw of the Corporation adopted
         by the stockholders of the Corporation; provided, however, that no
         Bylaw of the Corporation hereafter adopted by the stockholders of the
         Corporation, nor any amendment thereto, shall invalidate any prior act
         of the Board of Directors that would have been valid if such Bylaw or
         amendment thereto had not been adopted.

                           (b) Except as otherwise provided by the Restated
         Certificate of Incorporation or the Bylaws of the Corporation or to the
         extent prohibited by Delaware law, the Board of Directors shall have
         the right (which, to the extent exercised, shall be exclusive) to
         establish the rights, powers, duties, rules and procedures that (i)
         from time to time shall govern the Board of Directors, including,
         without limiting the generality of the foregoing, the vote required for
         any action by the Board of Directors and (ii) from time to time shall
         affect the Directors' power to manage the business and affairs of the
         Corporation; no Bylaw of the Corporation shall be adopted by the
         stockholders of the Corporation that shall impair or impede the
         implementation of this paragraph (1)(b) of this Article Fifth.

                  (3) Number, Election and Terms of Directors.

                           (a) Subject to such rights of holders of shares of
         one or more outstanding series of Preferred Stock to elect one or more
         Directors of the Corporation under circumstances as shall be provided
         by the Restated Certificate of Incorporation or by any provisions
         established pursuant to Article Fourth hereof, the number of Directors
         of the Corporation that shall constitute the Board of Directors shall
         not be less than five (5) nor more than twelve (12) and shall be fixed
         from time to time exclusively by, and may be increased or decreased
         from time to time exclusively by the affirmative vote of at least a
         majority of the Whole Board. The term "Whole Board" shall mean the
         total number of authorized Directors of the Corporation whether or not
         there exist any vacancies in previously authorized directorships.

                           (b) Election of Directors of the Corporation need not
         be by written ballot unless the Bylaws of the Corporation shall so
         provide.

                           (c) Each Director of the Corporation shall hold
         office for the full term for which such Director is elected and until
         such Director's successor shall have been duly elected and qualified or
         until his earlier death, resignation or removal in accordance with the
         Restated Certificate of Incorporation and the Bylaws of the
         Corporation.

                           (d) (i) (i) The Directors of the Corporation, other
         than those who may be elected by holders of shares of one or more
         outstanding series of Preferred Stock



                                       15
<PAGE>   16

         under circumstances as shall be provided by the Restated Certificate of
         Incorporation or by any provisions established pursuant to Article
         Fourth hereof, shall be divided into three classes, Class I, Class II
         and Class III, the Directors of the Corporation who shall serve in
         Class I, Class II and Class III having heretofore been designated by
         the stockholders of the Corporation. Such classes shall be as nearly
         equal in number of Directors as possible. Each Director of the
         Corporation shall serve for a term ending on the third annual meeting
         following the annual meeting at which such Director was elected;
         provided, however, that the Directors of the Corporation first
         designated to Class I shall serve for a term expiring at the annual
         meeting next following the date of their designation as Class I
         Directors, the Directors of the Corporation first designated to Class
         II shall serve for a term expiring at the second annual meeting next
         following the date of their designation as Class II Directors, and the
         Directors of the Corporation first designated to Class III shall serve
         for a term expiring at the third annual meeting next following the date
         of their designation as Class III Directors. At each annual election of
         Directors of the Corporation, such Directors chosen to succeed those
         whose terms then expire shall be of the same class as the Directors of
         the Corporation they succeed, unless, by reason of any intervening
         changes in the authorized number of Directors of the Corporation, the
         Board of Directors shall designate one or more directorships whose term
         then expires as directorships of another class in order more nearly to
         achieve equality of number of Directors of the Corporation among the
         classes.

                  (ii) Notwithstanding that the three classes of Directors of
         the Corporation shall be as nearly equal in number of Directors as
         possible, in the event of any change in the authorized number of
         Directors of the Corporation, each Director of the Corporation then
         continuing to serve as such shall nevertheless continue as a Director
         of the class of which he is a member until the expiration of his
         current term, or his prior death, resignation or removal in accordance
         with the Restated Certificate of Incorporation and the Bylaws of the
         Corporation. If any newly created directorship may, consistent with the
         provision that the three classes shall be as nearly equal in number of
         Directors of the Corporation as possible, be allocated to one or two or
         more classes, the Board of Directors shall allocate it to that of the
         available classes whose terms of office are due to expire at the
         earliest date following such allocation.

                  (4) Removal of Directors.

                           (a) No Director of the Corporation shall be removed
         from such office by vote or other action of the stockholders of the
         Corporation or otherwise, except by the affirmative vote of holders of
         at least a majority of the then outstanding Voting Stock, voting
         together as a single class. Prior to the Public Status Date, any such
         removal of a Director of the Corporation may be with or without cause.
         No Director of the Corporation shall be removed from such office by
         vote or other action of the stockholders of the Corporation or
         otherwise, except for cause, which shall be deemed to exist only if:
         (i) such Director has been convicted, or such Director is granted
         immunity to testify where another has been convicted, of a felony by a
         court of competent jurisdiction (and such conviction is no longer
         subject to direct appeal); (ii) such Director has been found by a court
         of competent jurisdiction (and such finding is no longer subject to
         direct appeal) or by the affirmative vote of at least a majority of the
         Whole Board at any regular or special meeting of the Board of Directors
         called for such purpose to have been grossly negligent or guilty of
         willful misconduct in the performance of his duties to the Corporation
         in a matter of substantial importance to the Corporation; (iii) such
         Director has been adjudicated by a court of competent jurisdiction to
         be mentally incompetent, which mental incompetency directly affects his
         ability to perform as a Director of the Corporation; (iv) such Director
         has been found by a court of competent jurisdiction (and such finding
         is no longer subject to direct appeal) or by the affirmative vote of at
         least a majority of the Whole Board at any regular



                                       16
<PAGE>   17

         or special meeting of the Board of Directors called for such purpose to
         have breached such Director's duty of loyalty to the Corporation or its
         stockholders or to have engaged in any transaction with the Corporation
         from which such Director derived an improper personal benefit; or (v)
         "cause" for removal otherwise exists under Section 141(k)(1) of the
         DGCL. No Director of the Corporation so removed may be nominated,
         re-elected or reinstated as a Director of the Corporation so long as
         the cause for removal continues to exist.

                           (b) Notwithstanding paragraph 3(a) of this Article
         Fifth, whenever holders of shares of one or more outstanding series of
         Preferred Stock are entitled to elect one or more Directors of the
         Corporation under circumstances as shall be provided by the Restated
         Certificate of Incorporation or by any provisions established pursuant
         to Article Fourth hereof with respect to the rights of holders of
         shares of one or more outstanding series of Preferred Stock, any
         Director of the Corporation so elected may be removed in accordance
         with such provisions.

                  (5) Vacancies. Unless otherwise provided by the Restated
Certificate of Incorporation or by any provisions established pursuant to
Article Fourth hereof with respect to the rights of holders of shares of one or
more outstanding series of Preferred Stock, newly created directorships
resulting from any increase in the authorized number of Directors of the
Corporation and any vacancies on the Board of Directors resulting from death,
resignation or removal in accordance with the Restated Certificate of
Incorporation and the Bylaws of the Corporation shall be filled only by the
affirmative vote of at least a majority of the remaining Directors of the
Corporation then in office, even if such remaining Directors constitute less
than a quorum of the Board of Directors. Any Director of the Corporation elected
in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors of the Corporation in which the new
directorship was created or the vacancy occurred and until such Director's
successor shall have been elected and qualified or until his earlier death,
resignation or removal in accordance with the Restated Certificate of
Incorporation and the Bylaws of the Corporation. Unless otherwise provided by
the Restated Certificate of Incorporation or by any provisions established
pursuant to Article Fourth hereof with respect to the rights of holders of
shares of one or more outstanding series of Preferred Stock, no decrease in the
number of Directors of the Corporation constituting the Board of Directors shall
shorten the term of any incumbent Director of the Corporation.

                  SIXTH: On and after the Public Status Date, no action required
to be taken or that may be taken at any annual or special meeting of the
stockholders of the Corporation may be taken without a meeting, and the power of
the stockholders of the Corporation to consent in writing to the taking of any
action by written consent without a meeting is specifically denied, except for
action by unanimous written consent, which is expressly allowed. Unless
otherwise



                                       17
<PAGE>   18

provided by the DGCL, by the Restated Certificate of Incorporation or
by any provisions established pursuant to Article Fourth hereof with respect to
the rights of holders of one or more outstanding series of Preferred Stock,
special meetings of the stockholders of the Corporation may be called at any
time only by the Chairman of the Board of Directors, the President of the
Corporation or by the Board of Directors pursuant to a resolution approved by
the affirmative vote of at least a majority of the Whole Board, and no such
special meeting may be called by any other person or persons.

                  SEVENTH: No Director of the Corporation shall be personally
liable to the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a Director of the Corporation involving any act or
omission of any such Director; provided, however, that this Article Seventh
shall not eliminate or limit the liability of such a Director (1) for any breach
of such Director's duty of loyalty to the Corporation or its stockholders, (2)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) under Section 174 of the DGCL, as the same
exists or as such provision may hereafter be amended, supplemented or replaced,
or (4) for any transactions from which such Director derived an improper
personal benefit. If the DGCL is amended after the filing of the Restated
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of Directors, then the liability of a
Director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by such law,
as so amended. Any repeal or modification of this Article Seventh by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a Director of the
Corporation existing at the time of such repeal or modification.

                  EIGHTH: (1) (1) On and after the Public Status Date, in
addition to any other affirmative vote that may be required by law, the Restated
Certificate of Incorporation or the Bylaws of the Corporation, and except as
otherwise expressly provided by paragraph (2) of this Article Eighth:

                           (a) any merger, consolidation or share exchange of
         the Corporation or any subsidiary of the Corporation with (i) any
         Related Person or (ii) any other Person (whether or not itself a
         Related Person) which is, or after such merger, consolidation or share
         exchange would be, a Related Person or an Affiliate of a Related
         Person; or

                           (b) any sale, lease, exchange, mortgage, pledge,
         transfer or other disposition by the Corporation or any subsidiary of
         the Corporation to, with or for the benefit of any Related Person or
         any Affiliate of any Related Person, or by any Related Person or any
         Affiliate of any Related Person to the Corporation or any subsidiary of
         the Corporation, of any assets or properties having an aggregate Fair
         Market Value of $5,000,000 or more; or

                           (c) any issuance or transfer by the Corporation or
         any subsidiary of the Corporation of any securities of the Corporation
         or any subsidiary of the Corporation to any Related Person or any
         Affiliate of any Related Person (except (i) pursuant to the exercise,
         exchange or conversion of securities exercisable for, exchangeable for
         or convertible into shares of any class or series of capital stock of
         the Corporation or any



                                       18
<PAGE>   19

         subsidiary of the Corporation, which securities were acquired by the
         Related Person prior to becoming a Related Person, or (ii) pursuant to
         a dividend or distribution paid or made, or the exercise, exchange or
         conversion of securities exercisable for, exchangeable for or
         convertible into shares of any class or series of capital stock of the
         Corporation or subsidiary of the Corporation, which security is
         distributed pro rata to all holders of shares of any class or series of
         capital stock of the Corporation subsequent to the time the Related
         Person became such, and provided in the case of this clause (ii) that
         there is not an increase of more than 1% in the Related Person's
         proportionate share of any class or series of capital stock of the
         Corporation or of the outstanding Voting Stock as a result of such
         dividend or distribution); or

                           (d) any adoption of any plan or proposal for the
         liquidation or dissolution of the Corporation voluntarily caused or
         proposed by or on behalf of a Related Person or any Affiliate of any
         Related Person; or

                           (e) any reclassification of securities (including any
         reverse stock split) or recapitalization of the Corporation, or any
         merger, consolidation or share exchange of the Corporation with any of
         its subsidiaries or any other transaction (whether or not with or into
         or otherwise involving a Related Person) which has the effect, either
         directly or indirectly, of increasing by more than 1% the proportionate
         share of any outstanding shares of any class or series of capital stock
         of the Corporation, or the securities convertible into shares of any
         class or series of capital stock of the Corporation or any subsidiary
         of the Corporation, that is Beneficially Owned by any Related Person or
         any Affiliate of any Related Person or otherwise increasing the voting
         power of any outstanding shares of any class or series of capital stock
         of the Corporation or any subsidiary of the Corporation possessed by
         any such Related Person or Affiliate; or

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

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

shall require the affirmative vote of holders of (x) at least 80% of the then
outstanding Voting Stock, voting together as a single class and (y) at least
66-2/3% of the then outstanding Voting Stock not Beneficially Owned, directly or
indirectly, by any Related Person with respect to such Business Combination,
voting together as a single class. Such affirmative vote shall be required on
and after the Public Status Date, notwithstanding the fact that no vote may be
required, or that a lesser percentage or separate class vote may be specified,
by law, elsewhere in the Restated Certificate of Incorporation, in the Bylaws of
the Corporation or in any agreement with any national securities exchange or
otherwise.

                  (2) The provisions of paragraph (1) of this Article Eighth
shall not be applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote that may be
required by law, any provision of the Restated Certificate of Incorporation
other than this Article Eighth and the Bylaws of the Corporation, if all of the
conditions specified in either of the following subparagraphs (a) or (b) are
met:




                                       19
<PAGE>   20

                           (a) the cash, property, securities or other
         consideration to be received per share by holders of shares of each and
         every outstanding class or series of capital stock of the Corporation
         in the Business Combination is, with respect to each such class or
         series, either (i) the same in form and amount per share as that paid
         by the Related Person in a tender offer in which such Related Person
         acquired at least 50% of the outstanding shares of capital stock of
         such class or series and which was consummated not more than one year
         prior to the date of such Business Combination or (ii) not less in
         amount (as to cash) or Fair Market Value (as to consideration other
         than cash) as of the date of the determination of the Highest Per Share
         Price (as to property, securities or other consideration) than the
         Highest Per Share Price applicable to such class or series of shares;
         provided, however, that in the event of any Business Combination in
         which the Corporation survives, any shares retained by holders thereof
         shall constitute consideration other than cash for purposes of this
         subparagraph (a); or

                           (b) at least a majority of all Continuing Directors
         shall have expressly approved such Business Combination either in
         advance of or subsequent to such Related Person's having become a
         Related Person.

                  On and after the Public Status Date, in the case of any
Business Combination with a Related Person to which subparagraph (b) above does
not apply, at least a majority of all Continuing Directors, promptly following
the request of a Related Person, shall determine the Highest Per Share Price for
shares of each class or series of capital stock of the Corporation. Such
determination shall be announced not less than five (5) days prior to the
meeting at which holders of shares vote on the Business Combination. Such
determination shall be final, unless the Related Person becomes the Beneficial
Owner of additional shares after the date of the earlier determination, in which
case at least a majority of all Continuing Directors shall make a new
determination as to the Highest Per Share Price for each class or series of
shares prior to the consummation of the Business Combination.

                  A Related Person shall be deemed to have acquired a share at
the time that such Related Person became the Beneficial Owner thereof. With
respect to shares owned by Affiliates, Associates and other Persons whose
ownership is attributable to a Related Person, if the price paid by such Related
Person for such shares is not determinable by at least a majority of all
Continuing Directors, the price so paid shall be deemed to be the higher of (i)
the price paid upon the acquisition thereof by the Affiliate, Associate or other
Person or (ii) the share price of the shares in question at the time when the
Related Person became the Beneficial Owner thereof.

                  (3) For purposes of this Article Eighth:

                           (a) The term "Affiliate," used to indicate a
         relationship to a specified Person, shall mean a Person that directly,
         or indirectly through one or more intermediaries, controls, is
         controlled by, or is under common control with, such specified Person.

                           (b) The term "Associate," used to indicate a
         relationship with a specified Person, shall mean (i) any corporation,
         partnership or other organization (other than the Corporation or any
         wholly owned subsidiary of the Corporation) of which such




                                       20
<PAGE>   21

         specified Person is a director, officer or partner or is, directly or
         indirectly, the Beneficial Owner of 10% or more of any class of equity
         securities; (ii) any trust or other estate in which such specified
         Person has a beneficial interest of 10% or more or as to which such
         specified Person serves as trustee or in a similar fiduciary capacity;
         (iii) any Person who is a director or officer of such specified Person
         or any of its parents or subsidiaries (other than the Corporation or
         any wholly owned subsidiary of the Corporation); and (iv) any relative
         or spouse of such specified Person or of any of its Associates, or any
         relative of any such spouse, who has the same home as such specified
         Person or such Associate.

                           (c) A Person shall be a "Beneficial Owner" of any
         shares of any class or series of capital stock of the Corporation (i)
         which such Person or any of its Affiliates or Associates beneficially
         owns, directly or indirectly; or (ii) which such Person or any of its
         Affiliates or Associates has, directly or indirectly, (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; provided, however, that a
         Person shall not be deemed the beneficial owner of any stock tendered
         pursuant to a tender or exchange offer made by such Person or any of
         such Person's Affiliates or Associates until such tendered stock is
         accepted for purchase or exchange, or (B) the right to vote pursuant to
         any agreement, arrangement or understanding; provided, however, that a
         Person shall not be deemed the beneficial owner of any stock because of
         such Person's right to vote such stock if the agreement, arrangement or
         understanding to vote such stock arises solely from a revocable proxy
         or consent given in response to a proxy or consent solicitation made to
         ten (10) or more Persons; or (iii) which 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 purpose of acquiring, holding, voting or
         disposing of such stock; or (iv) of which such Person would be the
         Beneficial Owner pursuant to the terms of Rule 13d-3 of the Exchange
         Act, as in effect on September 25, 2000. Stock shall be deemed
         "Beneficially Owned" by the Beneficial Owner or Owners thereof.

                           (d) The term "Business Combination" shall mean any
         transaction which is referred to in any one or more of subparagraphs
         (a) through (g) of paragraph (1) of this Article Eighth.

                           (e) The term "Continuing Director" shall mean, with
         respect to a Business Combination with any Related Person, any Director
         of the Corporation (i) who is unaffiliated with the Related Person, and
         (ii) who (A) was a Director of the Corporation on or immediately before
         the Public Status Date, or (B) became a Director of the Corporation
         prior to the time that the Related Person became a Related Person, or
         (C) was recommended or nominated to become a Director of the
         Corporation by at least a majority of all then Continuing Directors,
         acting separately or as a part of any action taken by the Board of
         Directors or any committee thereof. Without limiting the generality of
         the foregoing, a Director of the Corporation shall be deemed to be
         affiliated with a Related Person if such Director (i) is or at any
         previous time has been an officer, director, employee or general
         partner of such Related Person; (ii) is or at any previous time has
         been an Affiliate or Associate of such Related Person; (iii) is or at
         any previous



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         time has been a relative or spouse of such Related Person or of any
         such officer, director, general partner, Affiliate or Associate; (iv)
         performs services for, or is a member, employee, greater than 5%
         stockholder or other equity owner of any organization (other than the
         Corporation and its subsidiaries) that performs services for, such
         Related Person or any affiliate of such Related Person, or is a
         relative or spouse of any such Person; or (v) was nominated for
         election as a Director of the Corporation by such Related Person.

                           (f) The term "Fair Market Value" shall mean, in the
         case of securities, the average of the closing sale prices during the
         thirty (30)-day period immediately preceding the date in question of
         such security on the principal United States securities exchange
         registered under the Exchange Act on which such security is listed (or
         the composite tape therefor) or, if such securities are not listed on
         any such exchange, the average of the closing bid quotations with
         respect to such security during the thirty (30)-day period preceding
         the date in question on the Nasdaq National Market or any similar
         system then in use or, if no such quotations are available, the fair
         market value on the date in question of such security as determined in
         good faith by at least a majority of all Continuing Directors; and in
         the case of property other than cash or securities, the fair market
         value of such property on the date in question as determined in good
         faith by at least a majority of all Continuing Directors.

                           (g) The term "Highest Per Share Price" shall mean (i)
         as to shares of any class or series of capital stock of the Corporation
         of which the Related Person Beneficially Owns 10% or more of the
         outstanding shares, the highest price that can be determined to have
         been paid or agreed to be paid for any share or shares of that class or
         series by such Related Person in a transaction that either (A) resulted
         in such Related Person Beneficially Owning 10% or more thereof or (B)
         was effected at a time when such Related Person Beneficially Owned 10%
         or more thereof, (ii) as to shares of any class or series of capital
         stock of the Corporation of which the Related Person Beneficially Owns
         shares, but not 10% or more of the outstanding shares, the highest
         price that can be determined to have been paid or agreed to be paid at
         any time by such Related Person for any share or shares of that class
         or series that are then Beneficially Owned by such Related Person or
         (iii) as to shares of any other class or series of capital stock of the
         Corporation, the amount determined by at least a majority of all
         Continuing Directors, on whatever basis they believe is appropriate, to
         be the per share price equivalent of the highest price that can be
         determined to have been paid or agreed to be paid at any time by the
         Related Person for shares of any such other class or series of capital
         stock of the Corporation. In determining the Highest Per Share Price,
         all purchases by the Related Person and its Affiliates and Associates
         shall be taken into account regardless of whether the shares were
         purchased before or after the Related Person became a Related Person
         and the Highest Per Share Price will be appropriately adjusted to take
         into account (W) distributions paid or payable in stock, (X)
         subdivisions of outstanding stock, (Y) combinations of shares of stock
         into a smaller number of shares and (Z) similar events.

                           (h) The term "Person" shall mean any individual,
         corporation, association, partnership, joint venture, trust, estate or
         other entity or organization.




                                       22
<PAGE>   23

                           (i) The term "Related Person" shall mean any Person
         (other than the Corporation or any subsidiary of the Corporation and
         other than any profit-sharing, employee stock ownership or other
         employee benefit plan of the Corporation or any subsidiary of the
         Corporation or any trustee of or fiduciary with respect to any such
         plan when acting in such capacity) who or which (i) is the Beneficial
         Owner of 10% or more of the aggregate voting power of all outstanding
         Voting Stock; or (ii) is an Affiliate of the Corporation and, at any
         time within the two (2)-year period immediately prior to the date in
         question, was the Beneficial Owner of 10% or more of the aggregate
         voting power of all outstanding Voting Stock; or (iii) is an assignee
         of or has otherwise succeeded to any shares of any class or series of
         capital stock of the Corporation which were at any time within the two
         (2)-year period immediately prior to the date in question Beneficially
         Owned by any Related Person, if such assignment or succession shall
         have occurred in the course of a privately negotiated transaction
         rather than an open market transaction. For the purposes of determining
         whether a Person is a Related Person, the number of shares of any class
         or series of capital stock of the Corporation deemed to be outstanding
         shall include shares of such class or series of which the Person is
         deemed the Beneficial Owner, but shall not include any other shares
         which may be issuable pursuant to any agreement, arrangement or
         understanding, or upon exercise of conversion rights, warrants or
         options.

                  (4) Nothing contained in this Article Eighth shall be
construed to relieve any Related Person from any fiduciary obligation imposed by
law.

                  NINTH: (1) (1) The Board of Directors is expressly empowered
to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment
or repeal of the Bylaws of the Corporation by the Board of Directors shall
require the affirmative vote of at least a majority of the Whole Board. The
stockholders of the Corporation shall also have the power to adopt, amend or
repeal the Bylaws of the Corporation at any annual or special meeting, by the
affirmative vote of holders of at least 66-2/3% of the then outstanding Voting
Stock, voting together as a single class, in addition to any other affirmative
vote that may be required by law, the Restated Certificate of Incorporation or
the Bylaws of the Corporation.

                  (2) Notwithstanding any other provision of the Restated
Certificate of Incorporation or the Bylaws of the Corporation (and in addition
to any other affirmative vote that may be required by law, the Restated
Certificate of Incorporation or the Bylaws of the Corporation), there shall be
required to amend, alter, change or repeal, directly or indirectly, or adopt any
provision inconsistent with, the provisions of Article Fifth hereof, Article
Sixth hereof, Article Seventh hereof, Article Eighth hereof or this Article
Ninth, the affirmative vote of holders of at least 66-2/3% of the then
outstanding Voting Stock, voting together as a single class.




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                  IN WITNESS WHEREOF, the Corporation has caused the Restated
Certificate of Incorporation to be signed and attested by its duly authorized
officers, this 25th day of September, 2000.

                                               HYDRIL COMPANY



                                           By /s/ Chris North
                                             -----------------------------------
                                             Name: Chris North
                                             Title: Secretary and Controller



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