RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              SAFELITE GLASS CORP.



     Safelite  Glass Corp.  (the  "Corporation"),  a  corporation  organized and
existing under the laws of the State of Delaware, hereby certifies as follows:

1.   The present name of the  Corporation is Safelite Glass Corp. The name under
     which the Corporation was originally  incorporated is LS Acquisition  Corp.
     No. 23. The date of filing of its  original  Certificate  of  Incorporation
     with the Secretary of State was January 13, 1987.

2.   This Restated Certificate of Incorporation restates, integrates and further
     amends the  Restated  Certificate  of  Incorporation,  as  amended,  of the
     Corporation to read as herein set forth in full:

               FIRST: The name of the Corporation is Safelite Glass Corp.

               SECOND: The address of the Corporation's registered office in the
          State of Delaware is Corporation  Trust Center,  1209 Orange Street in
          the City of Wilmington, County of New Castle, Delaware 19801. 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
          act or activity  for which  corporations  may be  organized  under the
          General Corporation Law of Delaware.

               FOURTH:  The aggregate number of shares of all classes of capital
          stock  which the  Corporation  shall  have the  authority  to issue is
          35,050,000  shares of capital  stock,  of which 40,000 shares shall be
          designated as Non-Voting 8% Preferred  Stock, par value $.01 per share
          (the  "Non-Voting  8%  Preferred  Stock"),   50,000  shares  shall  be
          designated as Series A Convertible  Participating Preferred Stock, par
          value  $.01 per share  (the  "Series A  Preferred  Stock"),  4,960,000
          shares shall be designated  as Class A Voting Common Stock,  par value
          $.01 per share (the "Class A Common"),  and 30,000,000 shares shall be
          designated  as Class B Non- Voting  Common  Stock,  par value $.01 per
          share (the "Class B Common" and, together with the Class A Common, the
          "Common Stock").

     A.   Non-Voting 8% Preferred Stock.  The powers,  preferences and rights of
          the shares of Non-Voting 8% Preferred Stock,  and the  qualifications,
          limitations or restrictions thereof, are as follows:


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          1.   Designation and Amount.  The  Corporation  shall be authorized to
               issue 40,000 shares of preferred  stock  designated as Non-Voting
               8% Preferred Stock, par value $.01 per share.

               The date on which the Corporation  initially issues any shares of
               Non-Voting  8% Preferred  Stock will be deemed to be its "date of
               issuance"  regardless  of the  number of times  transfer  of such
               shares  of  Non-Voting  8%  Preferred  Stock is made on the stock
               records  of the  Corporation,  and  regardless  of the  number of
               certificates  which  may be  issued to  evidence  such  shares of
               Non-Voting 8% Preferred Stock.

          2.   Dividends.

               (a) General Obligation. In preference to the holders of shares of
          Common Stock and of any other capital stock of the Corporation ranking
          junior to the NonVoting 8% Preferred Stock as to payment of dividends,
          the  Corporation   will  pay  cumulative   semi-annual   dividends  on
          Non-Voting 8% Preferred Stock if, when and as declared by the Board of
          Directors of the  Corporation,  and to the extent  permitted under the
          General  Corporation Law of the State of Delaware,  which shall accrue
          on a daily basis  (computed  on the basis of a 360-day year and actual
          days elapsed) at the rate per annum of eight percent (8%) per share of
          NonVoting  8% Preferred  Stock  calculated  as a percentage  of $1,000
          (plus accrued and unpaid dividends),  compounded  semi-annually,  from
          and including  December 18, 1997 until the redemption of Non-Voting 8%
          Preferred Stock (with payment being calculated up to and including the
          date on  which  full  payment  shall be  tendered  to the  holders  of
          Non-Voting  8% Preferred  Stock).  Such  dividends  will accrue and be
          cumulative  whether or not they have been  declared and whether or not
          there are profits,  surplus or other funds of the Corporation  legally
          available for the payment of dividends.

               If the Corporation  elects not to redeem  Non-Voting 8% Preferred
          Stock upon the occurrence of a Non-Voting 8% Preferred  Stock Optional
          Redemption Event (defined below), the eight percent (8%) dividend rate
          will  automatically  increase to (i) fourteen  percent (14%) per annum
          upon the  occurrence  of a  Non-Voting  8%  Preferred  Stock  Optional
          Redemption  Event,  (ii) fifteen  percent (15%) per annum on the first
          annual anniversary date of such Non-Voting 8% Preferred Stock Optional
          Redemption  Event and  (iii)  sixteen  percent  (16%) per annum on the
          second anniversary date of such Non-Voting 8% Preferred Stock Optional
          Redemption Event.

               A "Non-Voting 8% Preferred Stock Optional Redemption Event" shall
          mean (i) an underwritten initial public offering (a "Public Offering")
          of  the  Corporation's   capital  stock  pursuant  to  a  registration
          statement  effected  under the  Securities  Act of 1933, as amended or
          (ii) the  occurrence  of a Change  in  Control  under the terms of the
          Indenture,  dated as of December  20,  1996,  as amended  from time to
          time, by and between the  Corporation  and State Street Bank and Trust
          Company,  as Trustee (the  "Trustee"),  or the Indenture,  dated as of
          December  18, 1998,  as amended from time to time,  by and between the
          Corporation and the Trustee (collectively, the "Indentures").

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               (b) Distributing  Partial Dividend  Payments.  If at any time the
          Corporation  distributes  less than the total amount of dividends then
          accrued with respect to  NonVoting  8% Preferred  Stock,  such payment
          will be distributed among the holders of Non-Voting 8% Preferred Stock
          so that an equal  amount  will be paid (as  nearly as  possible)  with
          respect to each outstanding share of Non-Voting 8% Preferred Stock.

               (c)  Priority.  So long as any shares of  Non-Voting 8% Preferred
          Stock remain  outstanding,  neither the Corporation nor any Subsidiary
          (which  shall  mean any  corporation,  association  or other  business
          entity of which the  Corporation  directly or  indirectly  owns at the
          time  more  than  fifty  percent  (50%)  of  the  outstanding   voting
          securities  or equity  interests)  will redeem,  purchase or otherwise
          acquire any other equity security of the Corporation ranking junior to
          Non-Voting  8%  Preferred  Stock in right to payment now or  hereafter
          outstanding,  including,  without limitation, the Common Stock and the
          Series A  Preferred  Stock  (for  purposes  only of this  Section A of
          Article  Fourth,  all  such  securities   collectively,   the  "Junior
          Securities"),  nor  will  the  Corporation  declare  or pay  any  cash
          dividend  (including  accrued  dividends) or make any  distribution of
          assets  other  than  shares  of  Junior  Securities  upon  any  Junior
          Securities;   provided   that  nothing   herein  shall   prohibit  the
          Corporation from acquiring Common Stock of the Corporation pursuant to
          contractual   rights  approved  by  the  Board  of  Directors  of  the
          Corporation.

          3.   Liquidation, Dissolution or Winding Up.

               (a) Treatment at Liquidation,  Dissolution and Winding Up. In the
          event of a Liquidity Event (defined below), after payment or provision
          for  payment of the  amounts to which the  holders of any  outstanding
          shares  of any  capital  stock  ranking  senior in  preference  to the
          Non-Voting 8% Preferred  Stock, and before any distribution or payment
          may be made with  respect  to the Junior  Securities,  holders of each
          share of Non-Voting  8% Preferred  Stock shall be entitled to be paid,
          out of the assets of the  Corporation  available for  distribution  to
          holders of the  Corporation's  capital  stock of all classes,  whether
          such assets are  capital,  surplus or capital  earnings,  an amount in
          cash equal to $1,000 per share of Non-Voting 8% Preferred Stock (which
          amount,  together  with the other share and per share  numbers used in
          this  Section A of  Article  Fourth,  shall be  subject  to  equitable
          adjustment  whenever  there  shall occur a stock  split,  combination,
          reclassification  or other similar event involving the class or series
          of stock in question), plus accrued and unpaid dividends from the date
          of issuance thereof up to and including the date full payment shall be
          tendered to the holders of Non-Voting 8% Preferred  Stock with respect
          to  such  Liquidity   Event  (the   "Non-Voting  8%  Preferred   Stock
          Liquidation  Amount").   The  term  "Liquidity  Event"  shall  mean  a
          liquidation,  dissolution  or winding-up of the  Corporation,  whether
          voluntary or involuntary.

               If, upon any such Liquidity  Event, the assets of the Corporation
          available for distribution to its  stockholders  shall be insufficient
          to permit  payment to the holders of NonVoting  8% Preferred  Stock of
          the full  amount of the  Non-Voting  8%  Preferred  Stock  Liquidation
          Amount to which they are entitled to be paid, the holders of shares of
          Non-Voting 8% Preferred

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<PAGE>



               Stock shall share ratably in any distribution of assets according
          to the amounts  which would be payable  with  respect to the shares of
          Non-Voting 8% Preferred  Stock held by them upon such  distribution if
          all  amounts  payable on or with  respect to said  shares were paid in
          full.

               After  the  payment  of  the   Non-Voting   8%  Preferred   Stock
          Liquidation  Amount  shall  have been made in full to the  holders  of
          Non-Voting  8%  Preferred  Stock or funds  necessary  for such payment
          shall have been set aside by the Corporation in trust for the accounts
          of holders of Non-Voting 8% Preferred  Stock so as to be available for
          such  payment,  the holders of NonVoting  8% Preferred  Stock shall be
          entitled to no further participation in the distribution of the assets
          of the  Corporation,  and  the  remaining  assets  of the  Corporation
          legally  available  for  distribution  to its  stockholders  shall  be
          distributed  among the holders of other  classes of  securities of the
          Corporation in accordance with their respective terms.

               (b)  Distributions  in Cash.  The  Non-Voting 8% Preferred  Stock
          Liquidation Amount shall be paid in cash to the extent the Corporation
          has cash  available.  Whenever  a  distribution  provided  for in this
          Section A.3 of Article  Fourth is payable in property other than cash,
          the value of such distribution  shall be the fair market value of such
          property as  determined in good faith by the Board of Directors of the
          Corporation.

          4.   Voting Power.  Except as otherwise required by law or as provided
               in Section A.6 of Article  Fourth or in that certain  Amended and
               Restated  Shareholders'  Agreement  among the Corporation and its
               stockholders   dated   December   18,   1997,   as  amended  (the
               "Shareholders'   Agreement"),   the  holders  of   Non-Voting  8%
               Preferred  Stock  shall  not be  entitled  to vote on,  and their
               consent  shall not be required  with  respect  to, any  corporate
               matters.

          5.   Redemption.

               (a) Optional  Redemption Rights. At any time,  including upon the
          occurrence  of a Non-Voting  8% Preferred  Stock  Optional  Redemption
          Event (the  "Non-Voting  8% Preferred  Stock  Redemption  Date"),  the
          Corporation may redeem Non-Voting 8% Preferred Stock at its option, in
          whole  or in part,  at  $1,000  per  share  plus  accrued  and  unpaid
          dividends  from the date of issuance  thereof up to and  including the
          date on which full payment  shall be tendered to holders of Non-Voting
          8% Preferred Stock with respect to such redemption (the "Non-Voting 8%
          Preferred Stock Redemption Price").

               (b)  Surrender  of   Certificates.   Each  holder  of  shares  of
          Non-Voting 8% Preferred Stock to be redeemed under this Section A.5 of
          Article  Fourth  shall   surrender  the  certificate  or  certificates
          representing such shares to the Corporation at the principal office of
          the  Corporation,  and  thereupon the  Non-Voting  8% Preferred  Stock
          Redemption  Price for such shares as set forth in this  Section A.5 of
          Article  Fourth  shall be paid to the order of the  person  whose name
          appears on such certificate or  certificates.  Irrespective of whether
          the certificates  therefor shall have been surrendered,  all shares of
          Non-Voting  8%  Preferred  Stock which are the subject of a redemption
          shall be deemed to have been redeemed and shall be canceled effective

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<PAGE>



          as of the closing of a Public  Offering or the Non-Voting 8% Preferred
          Stock  Redemption  Date,  as the case may be,  unless the  Corporation
          shall  default in the payment of the  Non-Voting  8%  Preferred  Stock
          Redemption Price.

               (c) Partial  Redemptions.  If at any time the Corporation redeems
          less than all of the  outstanding  shares of  Non-Voting  8% Preferred
          Stock,  such redemption will be made from the holders of Non-Voting 8%
          Preferred Stock on a pro rata basis based upon the number of shares of
          Non-Voting 8% Preferred Stock held by each stockholder.

          6.   Restrictions  and  Limitations.  The Corporation  shall not amend
               this Restated Certificate of Incorporation  without the approval,
               by vote or written consent, of the holders of at least a majority
               of the then outstanding  shares of Non-Voting 8% Preferred Stock,
               voting  together as a separate  class,  if such  amendment  would
               amend any of the rights,  preferences,  privileges or limitations
               provided  for herein for the benefit of any shares of  Non-Voting
               8%  Preferred  Stock.  Without  limiting  the  generality  of the
               preceding sentence,  the Corporation will not amend this Restated
               Certificate of Incorporation  without the approval by the holders
               of at  least  a  majority  of  the  then  outstanding  shares  of
               Non-Voting 8% Preferred  Stock,  voting  separately as a separate
               class, if such amendment would:

                    (i)  change  the  relative  seniority  rights of  holders of
               Non-Voting  8% Preferred  Stock as to the payment of dividends in
               relation  to  the  holders  of any  other  capital  stock  of the
               Corporation;

                    (ii) reduce the amount  payable to the holders of Non-Voting
               8% Preferred  Stock in the event of a Liquidity  Event, or change
               the relative  seniority  of the  liquidation  preferences  of the
               holders of  Non-Voting  8%  Preferred  Stock to the  rights  upon
               liquidation  of  the  holders  of  other  capital  stock  of  the
               Corporation,  or change  the  dividend  rights of the  holders of
               Non-Voting 8% Preferred Stock;

                    (iii) cancel or modify the redemption  rights of the holders
               of Non- Voting 8% Preferred  Stock provided for in Section A.5 of
               Article Fourth; or

                    (iv)   cancel  or  modify  the  rights  of  the  holders  of
               Non-Voting 8% Preferred Stock provided for in this Section A.6 of
               Article Fourth.

          7.   Notices of Record Date. In the event of:

               (a) any taking by the  Corporation  of a record of the holders of
          any class of  securities  for the purpose of  determining  the holders
          thereof  who  are   entitled   to  receive   any   dividend  or  other
          distribution,  or any right to  subscribe  for,  purchase or otherwise
          acquire  any shares of stock of any class or any other  securities  or
          property, or to receive any other right, or


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<PAGE>



               (b)  any  capital   reorganization   of  the   Corporation,   any
          reclassification  or  recapitalization  of the  capital  stock  of the
          Corporation,  any merger of the Corporation, or any transfer of all or
          substantially  all  of the  assets  of the  Corporation  to any  other
          corporation or to any other entity or person, or

          (c) any Liquidity  Event,  then and in each such event the Corporation
     shall mail or cause to be mailed to each holder of  Non-Voting 8% Preferred
     Stock a notice  specifying  (i) the date on which any such  record is to be
     taken  for the  purpose  of such  dividend,  distribution  or  right  and a
     description of such dividend, distribution or right, (ii) the date on which
     any  such  reorganization,   reclassification,   recapitalization,  merger,
     transfer of assets or Liquidity  Event is expected to become  effective and
     (iii) the time,  if any,  that is to be fixed,  as to when the  holders  of
     record  of  Common  Stock (or other  securities,  including  Non-Voting  8%
     Preferred Stock and Series A Preferred Stock) shall be entitled to exchange
     their shares of Common Stock (or other securities,  including Non-Voting 8%
     Preferred  Stock and  Series A  Preferred  Stock) for  securities  or other
     property   deliverable   upon   such   reorganization,    reclassification,
     recapitalization,  merger,  transfer  of assets or  Liquidity  Event.  Such
     notice  shall be mailed at least ten (10)  business  days prior to the date
     specified in such notice on which such action is to be taken.

     8.   No Reissuance of Non-Voting 8% Preferred  Stock. No share or shares of
          NonVoting 8% Preferred  Stock acquired by the Corporation by reason of
          redemption,  purchase or  otherwise  shall be  reissued,  and all such
          shares shall be canceled, retired and eliminated from the shares which
          the Corporation shall be authorized to issue. The Corporation may from
          time  to  time  take  such  appropriate  corporate  action  as  may be
          necessary to reduce the  authorized  number of shares of Non-Voting 8%
          Preferred Stock accordingly.

     B.   Series A Preferred  Stock.  The powers,  preferences and rights of the
          shares  of  Series  A  Preferred   Stock,   and  the   qualifications,
          limitations or restrictions thereof, are as follows:

          1.   Designation and Amount.  The  Corporation  shall be authorized to
               issue 50,000  shares of preferred  stock  designated  as Series A
               Convertible  Participating  Preferred  Stock,  par value $.01 per
               share.

               The date on which the Corporation  initially issues any shares of
               Series  A  Preferred  Stock  will be  deemed  to be its  "date of
               issuance"  regardless  of the  number of times  transfer  of such
               shares of Series A Preferred  Stock is made on the stock  records
               of the Corporation,  and regardless of the number of certificates
               which may be issued to evidence such shares of Series A Preferred
               Stock.


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<PAGE>



        2.     Dividends.

               (a) Cumulative Dividends.  In preference to the holders of shares
          of  Common  Stock and of any other  capital  stock of the  Corporation
          ranking  junior to the Series A  Preferred  Stock as to the payment of
          dividends,  the Corporation will pay cumulative quarterly dividends on
          the Series A Preferred  Stock if, when and as declared by the Board of
          Directors of the  Corporation,  and to the extent  permitted under the
          General  Corporation Law of the State of Delaware,  which shall accrue
          on a daily basis  (computed  on the basis of a 360-day year and actual
          days elapsed) at the rate per annum of eight percent (8%) per share of
          Series A Preferred  Stock  calculated  as a percentage of $1,000 (plus
          accrued and unpaid dividends), compounded quarterly from and including
          January 29, 1999 until the redemption of the Series A Preferred  Stock
          and payment in full of the Series A Preferred Stock Liquidation Amount
          (as defined below),  with payment being calculated up to and including
          the date on which full  payment  shall be  tendered  to the holders of
          Series A Preferred Stock.

               Such dividends will accrue and be cumulative  whether or not they
          have been  declared and whether or not there are  profits,  surplus or
          other funds of the  Corporation  legally  available for the payment of
          dividends.

               If the Corporation  elects not to redeem Series A Preferred Stock
          upon the occurrence of a Series A Preferred Stock Optional  Redemption
          Event  (defined  below),  the eight  percent (8%)  dividend  rate will
          automatically  increase  to (i) ten  percent  (10%) per annum upon the
          occurrence of a Series A Preferred  Stock Optional  Redemption  Event,
          (ii) eleven  percent  (11%) per annum on the first annual  anniversary
          date of such Series A Preferred  Stock Optional  Redemption  Event and
          (iii) twelve percent (12%) per annum on the second anniversary date of
          such Series A Preferred Stock Optional Redemption Event.

               A "Series A Preferred Stock Optional Redemption Event" shall mean
          (i) the closing of a Public  Offering (as defined in Section A.2(a) of
          Article  Fourth) of the  Corporation's  capital  stock  pursuant  to a
          registration  statement  effected under the Securities Act of 1933, as
          amended, (ii) the occurrence of a Change of Control under the terms of
          the  Indentures,  or (iii)  the  occurrence  of a  "Series A Change of
          Control"  (defined  below). A "Series A Change of Control" shall mean:
          (a) a  majority  of the  members  of the  Board  of  Directors  of the
          Corporation  change,  except for changes resulting from changes in the
          designee of any investor who had the contractual  right to designate a
          member of the Board of  Directors on January 29, 1999 or (b) a sale of
          all or substantially all of the assets of the Corporation. A Change of
          Control under the Indentures or a Series A Change of Control described
          in clause (a) of the immediately  preceding sentence of this paragraph
          shall be deemed to occur  fifteen  (15) days  after the event  causing
          such  Change of  Control  occurs.  As used  herein,  the terms "TH Lee
          Shareholders,"  "Management Shareholders," and "Permitted Transferees"
          shall  have  the  meanings  ascribed  to  them  in  the  Shareholders'
          Agreement.


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<PAGE>



               (b)  Participating  Dividends.  If and whenever  the  Corporation
          shall at any time or from time to time declare and pay a cash dividend
          on its  outstanding  Common  Stock,  then  the  holders  of  Series  A
          Preferred  Stock shall be entitled  to receive  from the  Corporation,
          with  respect  to each  share of  Series A  Preferred  Stock  held,  a
          preferential  dividend  equal in  amount  to the same  dividend  to be
          received  by a holder of the number of shares of Class B Common  Stock
          into which such share of Series A Preferred  Stock is  convertible  on
          the record date for such dividend  (assuming  conversion at the option
          of the  holder).  Any  such  dividend  shall  be paid on the  Series A
          Preferred  Stock at the same time such  dividend  shall be paid on the
          Common Stock.

               (c) Distributing  Partial Dividend  Payments.  If at any time the
          Corporation  distributes  less than the total amount of dividends then
          accrued with respect to Series A Preferred Stock, such payment will be
          distributed  among the holders of Series A Preferred  Stock so that an
          equal amount will be paid (as nearly as possible) with respect to each
          outstanding share of Series A Preferred Stock.

               (d) Priority.  So long as any shares of Series A Preferred  Stock
          remain  outstanding,  neither the  Corporation  nor any Subsidiary (as
          defined in Section A.2(c) of Article Fourth) will redeem,  purchase or
          otherwise acquire any other equity security of the Corporation ranking
          junior  to  Series  A  Preferred  Stock in  right  to  payment  now or
          hereafter outstanding, including, without limitation, the Common Stock
          (for  purposes  only of this  Section B of  Article  Fourth,  all such
          securities   collectively,   the  "Junior   Equity"),   nor  will  the
          Corporation  declare  or pay  any  cash  dividend  (including  accrued
          dividends)  or make any  distribution  of assets  other than shares of
          Junior Equity upon any Junior  Equity;  provided  that nothing  herein
          shall  prohibit the  Corporation  from  acquiring  Common Stock of the
          Corporation  pursuant to contractual  rights  approved by the Board of
          Directors of the Corporation.

          3.   Liquidation, Dissolution or Winding Up.

               (a) Treatment at Liquidation,  Dissolution and Winding Up. In the
          event of a  Liquidity  Event (as  defined  Section  A.3(a) of  Article
          Fourth),  before any  distribution or payment may be made with respect
          to the Junior  Equity,  holders  of each  share of Series A  Preferred
          Stock  shall  be  entitled  to be  paid,  out  of  the  assets  of the
          Corporation available for distribution to holders of the Corporation's
          capital stock of all classes, whether such assets are capital, surplus
          or capital earnings, an amount in cash equal to the Series A Preferred
          Stock Liquidation Amount (defined below).

          The "Series A Preferred Stock Liquidation Amount" is that amount equal
          to the  greater of (i) $1,000  per share of Series A  Preferred  Stock
          (which  amount,  together  with the other share and per share  numbers
          used  in this  Section  B of  Article  Fourth,  shall  be  subject  to
          equitable  adjustment  whenever  there  shall  occur  a  stock  split,
          combination,  reclassification  or other similar  event  involving the
          class or  series  of stock  in  question),  plus  accrued  and  unpaid
          dividends  from the date of issuance  thereof up to and  including the
          date full payment shall be tendered to the

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<PAGE>



          holders of Series A Preferred  Stock with respect to a Liquidity Event
          (or, if applicable, an SA Redemption Event as defined below), and (ii)
          an amount per share of Series A  Preferred  Stock  equal to the amount
          which  would  have been  distributable  with  respect to the number of
          shares of Class B Common  into which such shares of Series A Preferred
          Stock would be  convertible  as of the date  immediately  prior to the
          Liquidity  Event (or, if applicable,  an SA Redemption  Event) had the
          Corporation  been liquidated as of such date, such per share amount to
          be based on the value of the Corporation on a liquidated  basis and to
          be  agreed  upon by the  Corporation  and both TH Lee and  Belron  or,
          absent such agreement within fifteen (15) days following the Liquidity
          Event (or, if applicable,  an SA Redemption Event, if applicable),  as
          determined by an independent  appraiser  selected by the  Corporation,
          the  fees  and  expenses  of  which  appraiser  shall  be borne by the
          Corporation.

               If, upon any such Liquidity  Event, the assets of the Corporation
          available for distribution to its  stockholders  shall be insufficient
          to permit  payment to the holders of Series A  Preferred  Stock of the
          full  amount of the Series A  Preferred  Stock  Liquidation  Amount to
          which they are entitled to be paid,  the holders of shares of Series A
          Preferred  Stock shall  share  ratably in any  distribution  of assets
          according  to the amounts  which would be payable  with respect to the
          shares of Series A Preferred Stock held by them upon such distribution
          if all amounts  payable on or with respect to said shares were paid in
          full.

               After the  payment of the Series A  Preferred  Stock  Liquidation
          Amount  shall  have  been  made in full to the  holders  of  Series  A
          Preferred  Stock or funds  necessary  for such payment shall have been
          set aside by the  Corporation  in trust for the accounts of holders of
          Series A Preferred  Stock so as to be available for such payment,  the
          holders of Series A  Preferred  Stock  shall be entitled to no further
          participation  in the  distribution of the assets of the  Corporation,
          and the  remaining  assets of the  Corporation  legally  available for
          distribution  to its  stockholders  shall  be  distributed  among  the
          holders  of  other  classes  of  securities  of  the   Corporation  in
          accordance with their respective terms.

               (b)   Distributions   in  Cash.  The  Series  A  Preferred  Stock
          Liquidation Amount shall be paid in cash to the extent the Corporation
          has cash  available.  Whenever  a  distribution  provided  for in this
          Section B.3 of Article  Fourth is payable in property other than cash,
          the value of such distribution  shall be the fair market value of such
          property as  determined in good faith by the Board of Directors of the
          Corporation.

4.   Voting Power. Except as otherwise required by law or as provided in Section
     B.7 of Article  Fourth or in the  Shareholders'  Agreement,  the holders of
     Series A  Preferred  Stock  shall  not be  entitled  to vote on,  and their
     consent shall not be required with respect to, any corporate matters.

5.   Redemption.


                                              9

<PAGE>



          (a)  Optional  Redemption  Rights.  At any  time,  including  upon the
     occurrence of a Series A Preferred  Stock Optional  Redemption  Event,  the
     Corporation may redeem Series A Preferred Stock at its option,  in whole or
     in part,  in  exchange  for an  amount  per  share  equal  to the  Series A
     Preferred Stock Liquidation Amount (any such redemption  referred to herein
     as an "SA Redemption Event").  The Corporation shall provide each holder of
     Series A Preferred  Stock not less than  fifteen  (15) days' prior  written
     notice of the pending occurrence of an SA Redemption Event.

          (b)  Surrender  of  Certificates.  Each  holder  of shares of Series A
     Preferred  Stock to be redeemed  under this  Section B.5 of Article  Fourth
     shall surrender the certificate or certificates representing such shares to
     the Corporation at the principal office of the  Corporation,  and thereupon
     the Series A Preferred  Stock  Liquidation  Amount for such shares shall be
     paid to the order of the person whose name appears on such  certificate  or
     certificates.  Irrespective of whether the certificates therefor shall have
     been  surrendered,  all shares of Series A  Preferred  Stock  which are the
     subject of the  redemption  shall be deemed to have been redeemed and shall
     be canceled  effective as of an SA Redemption  Event unless the Corporation
     shall  default in the payment of the Series A Preferred  Stock  Liquidation
     Amount.

          (c) Partial  Redemptions.  If at any time the Corporation redeems less
     than all of the  outstanding  shares  of  Series A  Preferred  Stock,  such
     redemption  will be made from the holders of Series A Preferred  Stock on a
     pro rata basis based upon the number of shares of Series A Preferred  Stock
     held by each stockholder.

6.   Conversion of the Series A Preferred Stock.

          (a) Conversion  Rights.  At any time and from time to time (including,
     without limitation, up to immediately prior to an SA Redemption Event), any
     holder  of  shares  of Series A  Preferred  Stock  shall  have the right to
     exchange such holder's shares of Series A Preferred  Stock as follows:  (i)
     each  share  of  Series  A  Preferred  Stock  held by any  person  shall be
     exchangeable  for such  number  of  shares  of Class B Common  equal to (i)
     $1,000  divided by (ii) the  Conversion  Price.  "Conversion  Price"  means
     $4.72,  subject to  adjustment  as  provided  in Section  B.6(b) of Article
     Fourth.

          (b) Adjustment of Conversion Price.

               (i) If and  whenever  the  outstanding  shares  of Class B Common
          shall be subdivided  into a greater number of shares of Class B Common
          or a stock  dividend is declared in respect of shares  Class B Common,
          the  Conversion  Price in effect at the opening of business on the day
          following  the day upon  which  such  subdivision  or  stock  dividend
          becomes effective shall be proportionately  decreased, and conversely,
          in case the  outstanding  shares of Class B Common  shall be  combined
          into a smaller  number of  shares  of Class B Common,  the  Conversion
          Price in effect at the opening of business  on the day  following  the
          day  upon  which  such   combination   becomes   effective   shall  be
          proportionately increased, with such decrease or

                                              10

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          increase,  as the case may be, to become effective  immediately  after
          the opening of business on the day  following  the day upon which such
          subdivision, stock dividend or combination becomes effective.

               (ii) If and whenever  the  Corporation  issues  shares of Class B
          Common or securities  exercisable  for or  convertible  into shares of
          Class B Common  (other than (A)  pursuant to the  exercise of employee
          stock options,  (B) as consideration  in connection with  acquisitions
          approved by the Board of  Directors  of the  Corporation,  or (C) in a
          Public  Offering (as defined in Section A.2(a) of Article Fourth) at a
          price which is less than $4.72 per share,  the Conversion  Price shall
          be adjusted to the result obtained by multiplying the Conversion Price
          in  effect  immediately  prior  to the  date  of  such  issuance  by a
          fraction:

                    (A) the  numerator of which shall be the per share  issuance
               price; and

                    (B) the denominator of which shall be $4.72.

               (iii)  Notwithstanding  the  foregoing,   no  adjustment  in  the
          Conversion  Price  shall be  required  unless  such  adjustment  would
          require an increase  or decrease of at least one percent  (1%) in such
          price; provided, however, that any adjustments which by reason of this
          clause (iii) are not required to be made shall be carried  forward and
          taken into  account in any  subsequent  adjustment.  All  calculations
          under this paragraph (b) shall be made by the Corporation and shall be
          made to the  nearest  cent or to the nearest  one  one-hundredth  of a
          share, as the case may be.

               No adjustment need be made for rights to purchase shares of Class
          B Common pursuant to a Corporation  plan for reinvestment of dividends
          or interest.

               (iv)  In  the  event  of  any   reclassification   or  change  of
          outstanding  shares of Class B Common,  including in connection with a
          merger, consolidation or similar transaction (other than a change as a
          result of a subdivision or combination) (a  "Reclassification"),  each
          share of Series A Preferred Stock then outstanding shall thereafter be
          convertible into the kind and amount of shares and other securities or
          properties  receivable upon such  Reclassification by a holder of that
          number of shares of Class B Common  issuable  upon  conversion of such
          share of Series A Preferred Stock.

               The above provisions of this clause (iv) shall similarly apply to
          successive Reclassifications. If this clause (iv) applies to any event
          or occurrence,  the  adjustments  provided for in clauses (i) and (ii)
          shall not apply to such event or occurrence.

               (v) In any case where the application of the foregoing provisions
          results  in  an  decrease  in  the  Conversion   Price  taking  effect
          immediately  after the record date for a specific  event, if any share
          of Series A Preferred Stock is converted after that record date and

                                              11

<PAGE>



          prior to completion  of the event,  the  Corporation  may postpone the
          issuance to the holder of the  additional  shares of Class B Common to
          which it is entitled by reason of the decrease in the Conversion Price
          but such  additional  shares of Class B Common  shall be so issued and
          delivered  to  that  holder  upon  completion  of the  event  and  the
          Corporation   shall,  in  the  interim,   deliver  to  the  holder  an
          appropriate instrument evidencing his right to receive such additional
          shares of Class B Common.

               (c)  Surrender of  Certificates.  From and after such time as the
          shares  of  Series A  Preferred  Stock are  exchangeable  pursuant  to
          Section  B.6(a)  of  Article  Fourth,  each  such  share  of  Series A
          Preferred  Stock  may be  exchanged  as  set  forth  above  and in the
          following  manner:  each holder of shares of Series A Preferred  Stock
          wishing to exchange  shares of Series A Preferred  Stock for shares of
          Class  B  Common  shall  surrender  the  certificate  or  certificates
          representing such shares to the Corporation at the principal office of
          the Corporation, and thereupon the Corporation shall cause such shares
          to be  exchanged  and  shall,  within  three (3)  business  days after
          receipt of a duly endorsed  certificate or duly endorsed  certificates
          representing such shares,  cause to be issued to such holder thereof a
          certificate  for  shares of Class B Common for the number of shares of
          Class B Common  issuable  in  exchange  therefor  pursuant  to Section
          B.6(a) of Article Fourth.

7.   Restrictions and Limitations.

               The  Corporation  shall not amend this  Restated  Certificate  of
          Incorporation  without the approval, by vote or prior written consent,
          of both TH Lee and Belron,  if such  amendment  would amend any of the
          rights, preferences, privileges or limitations provided for herein for
          the  benefit  of any  shares  of  Series A  Preferred  Stock.  Without
          limiting the  generality of the preceding  sentence,  the  Corporation
          will not amend this Restated Certificate of Incorporation  without the
          approval of both TH Lee and Belron, if such amendment would:

               (i) change the relative  seniority  rights of holders of Series A
          Preferred  Stock as to the  payment of  dividends  in  relation to the
          holders of any other capital stock of the Corporation;

               (ii)  reduce  the  amount  payable  to the  holders  of  Series A
          Preferred  Stock upon a Liquidity  Event or a Series A Preferred Stock
          Redemption Event, or change the relative  seniority of the liquidation
          preferences  of the holders of Series A Preferred  Stock to the rights
          upon  liquidation  of  the  holders  of  other  capital  stock  of the
          Corporation,  or change the dividend rights of the holders of Series A
          Preferred Stock;

               (iii) cancel or modify the  redemption  rights or the  conversion
          rights of the  holders of Series A  Preferred  Stock  provided  for in
          Sections B.5 and B.6 of Article Fourth;

               (iv) authorize, create, designate or issue any class or series of
          capital  stock,  or any  security  which  can  be  converted  into  or
          exchanged for any class or series of capital

                                       12

<PAGE>



          stock,  having priority over, or ranking pari passu with, the Series A
          Preferred  Stock as to dividends,  redemption  rights or rights upon a
          Liquidity Event or a Series A Preferred Stock Redemption Event; or

               (v)  cancel  or modify  the  rights  of the  holders  of Series A
          Preferred Stock provided for in this Section B.7 of Article Fourth.

               As used herein, the terms "TH Lee" and "Belron" have the meanings
          ascribed to them in the Shareholders' Agreement.

8.   Notices of Record Date. In the event of:

     (a) any taking by the  Corporation  of a record of the holders of any class
of  securities  for the  purpose of  determining  the  holders  thereof  who are
entitled  to  receive  any  dividend  or  other  distribution,  or any  right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or

     (b) any capital reorganization of the Corporation,  any reclassification or
recapitalization  of the  capital  stock of the  Corporation,  any merger of the
Corporation,  or any transfer of all or  substantially  all of the assets of the
Corporation to any other corporation or to any other entity or person, or

     (c) any Liquidity Event,

          then and in each such event the Corporation  shall mail or cause to be
          mailed to each holder of Series A Preferred Stock a notice  specifying
          (i) the date on which any such  record is to be taken for the  purpose
          of such  dividend,  distribution  or right and a  description  of such
          dividend,  distribution  or  right,  (ii) the  date on which  any such
          reorganization,  reclassification,  recapitalization, merger, transfer
          of assets or Liquidity Event is expected to become effective and (iii)
          the time,  if any,  that is to be  fixed,  as to when the  holders  of
          record  of  Common  Stock (or  other  securities,  including  Series A
          Preferred  Stock) shall be entitled to exchange their shares of Common
          Stock (or other  securities,  including  Series A Preferred Stock) for
          securities or other  property  deliverable  upon such  reorganization,
          reclassification,  recapitalization,  merger,  transfer  of  assets or
          Liquidity  Event.  Such  notice  shall be  mailed  at  least  ten (10)
          business days prior to the date specified in such notice on which such
          action is to be taken.

9.   No Reissuance of Series A Preferred  Stock.  No share or shares of Series A
     Preferred  Stock  acquired  by the  Corporation  by reason  of  redemption,
     purchase or  otherwise  shall be  reissued,  and all such  shares  shall be
     canceled,  retired and  eliminated  from the shares  which the  Corporation
     shall be authorized to issue.  The  Corporation  may from time to time take
     such  appropriate  corporate  action  as may be  necessary  to  reduce  the
     authorized number of shares of Series A Preferred Stock accordingly.


                                       13

<PAGE>



10.  Conflict.  In the event of any conflict or inconsistency between any of the
     provisions  herein  related to the Series A Preferred  Stock and any of the
     provisions  herein  related to the  Non-Voting  8%  Preferred  Stock,  such
     conflict  or  inconsistency  shall be  resolved  in  favor of the  Series A
     Preferred Stock.

C.   Common  Stock.  Except as  otherwise  provided in this Section C of Article
     Fourth or as otherwise  required by  applicable  law, all shares of Class A
     Common and Class B Common  shall be  identical  in all  respects  and shall
     entitle the holders thereof to the same rights, preferences and privileges,
     subject to the same  qualifications,  limitations and restrictions,  as set
     forth herein.  The powers,  preferences and rights of the shares of Class A
     Common  and  Class  B  Common,  and  the  qualifications,   limitations  or
     restrictions thereof, are as follows:

     1.   Dividends. If, when and as dividends are declared or paid with respect
          to shares of Common Stock,  whether in cash, property or securities of
          the  Corporation,  the  holders of Class A Common  and the  holders of
          Class B Common shall be entitled to receive such dividends pro rata at
          the same rate per share,  in the same  kind,  and at the same time for
          each  class  of  Common  Stock;  provided  that (i) if  dividends  are
          declared or paid in shares of Common Stock,  the dividends  payable to
          the  holders  of Class A Common  shall be payable in shares of Class A
          Common and the dividends payable to holders of Class B Common shall be
          payable in shares of Class B Common, and (ii) if the dividends consist
          of other voting  securities of the Corporation,  the Corporation shall
          pay  to  each  holder  of  Class  B  Common  dividends  consisting  of
          non-voting  securities  (except as  otherwise  required by law) of the
          Corporation which are otherwise identical to the voting securities and
          which are convertible into such voting securities on the same terms as
          the Class B Common is convertible into the Class A Common.

     2.   Dissolution,  Liquidation or Winding-Up. In the event of any Liquidity
          Event (as defined in Section A.3(a) of Article  Fourth,  after payment
          or  provision  for payment of the debts and other  liabilities  of the
          Corporation and of the amounts to which the holders of any outstanding
          shares of any capital stock ranking senior in preference to the Common
          Stock  including,  without  limitation,  Series A Preferred  Stock and
          Non-Voting 8% Preferred  Stock,  the holders of the Class A Common and
          the holders of the Class B Common shall be entitled to participate pro
          rata at the same rate per share of each  class of Common  Stock in all
          distributions  to the holders of the Common Stock in any  liquidation,
          dissolution or winding up of the  Corporation.  The Board of Directors
          of the  Corporation,  in good faith,  shall  determine the fair market
          value,  as of the date of  distribution,  of any property  (other than
          cash)  distributed  in the event of any  dissolution,  liquidation  or
          winding-up  of the  affairs of the  Corporation  (and such fair market
          value shall be the amount received in such dissolution, liquidation or
          winding-up by the  stockholders  by reason of the  distribution of the
          property).  Any  determination  made by the Board of  Directors of the
          Corporation  pursuant to this  Section C.2 of Article  Fourth shall be
          final and binding on the Corporation and all holders of Common Stock.

     3.   Voting  Power.  Except as  otherwise  provided in this  Section C.2 of
          Article Fourth or as otherwise required by applicable law, the holders
          of Class A Common shall be entitled to

                                       14

<PAGE>



          one vote per share on all matters to be voted on by the  Corporation's
          stockholders, and the holders of Class B Common shall have no right to
          vote on any matters to be voted on by the Corporation's stockholders.

     4.   Conversion of the Class B Common.

               (a)  Conversion  Rights.  Any  holder of shares of Class B Common
          shall  have the  right to  exchange  such  holder's  shares of Class B
          Common as follows:  (i) any time on or after the  Triggering  Day, all
          shares of Class B Common held by any person shall be exchangeable,  on
          a one-for-one basis, for shares of Class A Common and (ii) upon or any
          time after the sale, which is not a Permitted Transfer, to any person,
          such  shares  of  Class B  Common  which  have  been so sold  shall be
          exchangeable for shares of Class A Common.  The terms "Triggering Day"
          and  "Permitted  Transfer"  shall have the  meanings  set forth in the
          Shareholders' Agreement.

               (b)  Surrender of  Certificates.  From and after such time as the
          shares of Class B Common are  exchangeable  pursuant to Section C.4(a)
          of Article Fourth,  each such share of Class B Common may be exchanged
          for one share of Class A Common in the following  manner:  each holder
          of  shares of Class B Common  wishing  to  exchange  shares of Class B
          Common for shares of Class A Common shall surrender the certificate or
          certificates  representing  such  shares  to  the  Corporation  at the
          principal  office of the  Corporation,  and thereupon the  Corporation
          shall cause such shares to be exchanged  for the same number of shares
          of Class A Common.  The Corporation  shall,  within three (3) business
          days of  receipt  of a duly  endorsed  certificate  or  duly  endorsed
          certificates representing shares of Class B Common, cause to be issued
          to such  holder  thereof a  certificate  for  shares of Class A Common
          equal in number to the  shares  of Class B Common  represented  by the
          certificate(s)  which  had  been  surrendered  for  exchange  by  such
          beneficial holder.

               FIFTH:  The Board of Directors is expressly  authorized to adopt,
          amend or repeal the by-laws of the Corporation.

               SIXTH:  Elections  of  directors  need not be by  written  ballot
          unless the by-laws of the Corporation shall otherwise provide.

               SEVENTH:  A director of the  Corporation  shall not be personally
          liable to the Corporation or its stockholders for monetary damages for
          breach of fiduciary duty as a director;  provided,  however,  that the
          foregoing shall --------  ------- not eliminate or limit the liability
          of a director (i) for any breach of the director's  duty of loyalty to
          the Corporation or its stockholders, (ii) for acts or omissions not in
          good  faith or  which  involve  intentional  misconduct  or a  knowing
          violation of law,  (iii) under Section 174 of the General  Corporation
          Law of Delaware,  or (iv) for any transaction  from which the director
          derived an improper personal benefit. If the General

                                       15

<PAGE>



          Corporation  Law of Delaware is  hereafter  amended to permit  further
          elimination or limitation of the personal liability of directors, then
          the liability of a director of the Corporation  shall be eliminated or
          limited to the fullest extent permitted by the General Corporation Law
          of  Delaware  as so  amended.  Any repeal or  modification  of Article
          Seventh by the  stockholders of the Corporation or otherwise shall not
          adversely  affect  any  right  or  protection  of a  director  of  the
          Corporation existing at the time of such repeal or modification.

               EIGHTH:  Whenever a compromise or arrangement is proposed between
          this Corporation and its creditors or any class of them and/or between
          this  Corporation and its stockholders or any class of them, any court
          of  equitable  jurisdiction  within the State of Delaware  may, on the
          application in a summary way of this Corporation or of any creditor or
          stockholder thereof or on the application of any receiver or receivers
          appointed for this Corporation  under the provisions of Section 291 of
          Title 8 of the  Delaware  Code or on the  application  of  trustees in
          dissolution  or of  any  receiver  or  receivers  appointed  for  this
          Corporation  under the  provisions  of  Section  279 of Title 8 of the
          Delaware Code, order a meeting of the creditors or class of creditors,
          and/or  of  the   stockholders   or  class  of  stockholders  of  this
          Corporation,  as the case may be, to be summoned in such manner as the
          said court directs. If a majority in number representing three-fourths
          in  value  of the  creditors  or class  of  creditors,  and/or  of the
          stockholders or class of stockholders of this Corporation, as the case
          may  be,  agree  to  any   compromise  or   arrangement   and  to  any
          reorganization of this Corporation as a consequence of such compromise
          or  arrangement,  the  said  compromise  or  arrangement  and the said
          reorganization  shall,  if  sanctioned  by the  court  to  which  said
          application has been made, be binding on all the creditors or class of
          creditors, and/or on all of the stockholders or class of stockholders,
          of this Corporation, as the case may be, and also on this Corporation.

               NINTH: The Corporation reserves the right to amend, alter, change
          or repeal any  provision  contained in this  Restated  Certificate  of
          Incorporation,  in the manner now or hereafter  prescribed by statute,
          and all rights conferred upon stockholders  herein are granted subject
          to this reservation.

     5.   This  Restated  Certificate  of  Incorporation  was  duly  adopted  in
          accordance  with the provisions of Sections 242 and 245 of the General
          Corporation Law of the State of Delaware.


                                       16

<PAGE>


        IN WITNESS  WHEREOF,  said Safelite Glass Corp. has caused this Restated
Certificate of Incorporation to be signed by David W. Wood, its Secretary,  this
___ day of January, 1999.

                              SAFELITE GLASS CORP.


                                            By: /s/ David W. Wood           
                                                  David W. Wood, Secretary

















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