<PAGE>
 
                                                                 EXHIBIT 3.1 (i)

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          THE PETERSEN COMPANIES, INC.



                                ARTICLE I - Name
                                ----------------

          The name of the corporation is The Petersen Companies, Inc.
(hereinafter referred to as the "Corporation").
                                 -----------   


                         ARTICLE II - Registered Office
                         ------------------------------

          The address of the registered office of the Corporation in the State
of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle
19805.  The name of the registered agent of the Corporation at that address is
Corporation Service Company.


                             ARTICLE III - Purpose
                             ---------------------

          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 the State of Delaware (the "Delaware General Corporation Law").
                                   --------------------------------   


                           ARTICLE IV - Capital Stock
                           --------------------------

          Part A.   General.  The maximum number of shares of capital stock that
          -------   -------                                                     
the Corporation is authorized to have outstanding at any one time is 105,000,000
shares, consisting of: (i) 5,000,000 shares of Preferred Stock, par value $0.01
per share (the "Preferred Stock"); (ii 75,000,000 shares of Class A Common
                ---------------                                           
Stock, par value $0.01 per share (the "Class A Common") and (iii) 25,000,000
                                       --------------                       
shares of Class B Common Stock, par value $0.01 per share (the "Class B Common"
                                                                -------------- 
and, together with the Class A Common, the "Common Stock").
                                            ------------   

          Part B.   Preferred Stock.  Authority is hereby expressly vested in
          -------   ---------------                                          
the Board of Directors of the Corporation, subject to the provisions of this
ARTICLE IV and to the limitations prescribed by law, to authorize the issuance
----------                                                                    
from time to time of one or more series of Preferred Stock.  The authority of
the Board of Directors with respect to each series shall include, but not be
limited to, the determination or fixing of the following by resolution or
resolutions adopted by the affirmative vote of a majority of the total number of
the Directors then in office:

<PAGE>
 
          (1) The designation of such series;

          (2) The dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the relation which such dividends shall
bear to the dividends payable on any other class or classes or series of the
Corporation's capital stock and whether such dividends shall be cumulative or
non-cumulative;

          (3) Whether the shares of such series shall be subject to redemption
for cash, property or rights, including securities of any other corporation, by
the Corporation or upon the happening of a specified event and, if made subject
to any such redemption, the times or events, prices, rates, adjustments and
other terms and conditions of such redemptions;

          (4) The terms and amount of any sinking fund provided for the purchase
or redemption of the shares of such series;

          (5) Whether or not the shares of such series shall be convertible
into, or exchangeable for, at the option of either the holder or the Corporation
or upon the happening of a specified event, shares of any other class or classes
or of any other series of the same class of the Corporation's capital stock and,
if provision be made for conversion or exchange, the times or events, prices,
rates, adjustments and other terms and conditions of such conversions or
exchanges;

          (6) The restrictions, if any, on the issue or reissue of any
additional Preferred Stock;

          (7) The rights of the holders of the shares of such series upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; and

          (8) The provisions as to voting, optional and/or other special rights
and preferences, if any, including, without limitation, the right to elect one
or more Directors.

          Part C.   Common Stock.  Except as otherwise provided in this Part C
          -------   ------------                                              
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 privi  leges, subject to the same
qualifications, limitations and restrictions, as set forth herein.

          (1) Except as otherwise provided in this Part C or as otherwise
required by applicable law, the holders of Class A Common shall be entitled to
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; provided that the
                                                              -------- ----    
holders of the Class B Common shall have the right to vote as a separate class
on any merger or consolidation of the Corporation with or into another entity or
entities, or any recapitalization or reorganization, in which shares of Class B
Common would receive or be exchanged for consideration different on a per share
basis from the consideration received with respect to or in exchange for shares
of Class A Common or would otherwise be treated differently from shares of Class
A Common, except that shares of Class B Common may, without such a separate
class vote, receive or be exchanged for non-voting securities (except as
otherwise required by law) which are 

                                      -2-
<PAGE>
 
otherwise identical on a per share basis in amount and form to the voting
securities received with respect to or in exchange for the Class A Common so
long as (i) such non-voting securities are convertible into voting securities on
the same terms as the Class B Common is convertible into Class A Common and (ii)
all other consideration is equal on a per share basis.

          (2) As and when 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 of each class of
Common Stock; provided that (i) if dividends are declared or paid in shares of
              -------- ----                                                   
Class A Common or Class B Common, the dividends payable in shares of Class A
Common shall be payable to holders of Class A Common and the dividends payable
in shares of Class B Common shall be payable to holders of Class B Common and
(ii) if the dividends consist of other voting securities of the Corporation, the
Corporation shall make available to each holder of Class B Common, at such
holder's request, 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.
The rights of the holders of Common Stock to receive dividends are subject to
the provisions of the Preferred Stock.

          (3) Subject to the provisions of the 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.

          (4) Conversion.
              ---------- 

              (a)  Conversion of Class B Common.
                   ---------------------------- 
 
                  (i) In connection with the occurrence (or the expected
occurrence as described in (iii) below) of any Conversion Event, each holder of
Class B Common shall be entitled to convert into an equal number of shares of
Class A Common any or all of the shares of such holder's Class B Common being
(or expected to be) distributed, disposed of or sold in connection with such
Conversion Event.

                 (ii) For purposes of this paragraph (4)(a) of this Part C, a
"Conversion Event" shall mean (a) any public offering or public sale of
-----------------                                                      
securities of the Corporation (including a public offering registered under the
Securities Act of 1933 and a public sale pursuant to Rule 144 of the Securities
and Exchange Commission or any similar rule then in force), (b) any sale of
securities of the Corporation to a person or group of persons (within the
meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
                                                                -------------   
if, after such sale, such person or group of persons in the aggregate would own
or control securities which possess in the aggregate the ordinary voting power
to elect a majority of the Corporation's directors (provided that such sale has
                                                    -------- ----              
been approved by the Corporation's Board of Directors or a committee thereof),
(c) any sale of securities of the Corporation to a person or group of persons
(within the meaning of the Exchange Act) if, after such sale, such person or
group of persons in the aggregate would own or control securities of the
Corporation (excluding any Class B Common being converted and disposed of in

                                      -3-
<PAGE>
 
connection with such Conversion Event) which possess in the aggregate the
ordinary voting power to elect a majority of the Corporation's directors, (d)
any sale of securities of the Corporation to a person or group of persons
(within the meaning of the Exchange Act) if, after such sale, such person or
group of persons would not, in the aggregate, own, control or have the right to
acquire more than two percent (2%) of the outstanding securities of any class of
voting securities of the Corporation, and (e) a merger, consolidation or similar
transaction involving the Corporation if, after such transaction, a person or
group of persons (within the meaning of the Exchange Act) in the aggregate would
own or control securities which possess in the aggregate the ordinary voting
power to elect a majority of the surviving corporation's directors (provided
                                                                    --------
that the transaction has been approved by the Corporation's Board of Directors
----                                                                          
or a committee thereof).  For purposes of this paragraph (4)(a) of this Part C,
a "person" shall include any natural person and any corporation, partnership,
   ------                                                                    
joint venture, trust, unincorporated organization and any other entity or
organization.

                    (iii) Each holder of Class B Common shall be entitled to
convert shares of Class B Common in connection with any Conversion Event if such
holder reasonably believes that such Conversion Event shall be consummated, and
a written request for conversion from any holder of Class B Common to the
Corporation stating such holder's reasonable belief that a Conversion Event
shall occur shall be conclusive and shall obligate the Corporation to effect
such conversion in a timely manner so as to enable each such holder to
participate in such Conversion Event.  The Corporation shall not cancel the
shares of Class B Common so converted before the tenth day following such
Conversion Event and shall reserve such shares until such tenth day for
reissuance in compliance with the next sentence.  If any shares of Class B
Common are converted into shares of Class A Common in connection with a
Conversion Event and such shares of Class A Common are not actually distributed,
disposed of or sold pursuant to such Conversion Event, such shares of Class A
Common shall be promptly converted back into the same number of shares of Class
B Common.

               (b)  Conversion Procedure.
                    -------------------- 

                    (i)   Unless otherwise provided in connection with a
Conversion Event, each conversion of shares of Class B Common into shares of
Class A Common shall be effected by the surrender of the certificate or
certificates representing the shares to be converted at the principal office of
the Corporation at any time during normal business hours, together with a
written notice by the holder of such Class B Common stating that such holder
desires to convert the shares, or a stated number of the shares, of Class B
Common represented by such certificate or certificates into Class A Common.
Unless otherwise provided in connection with a Conversion Event, each conversion
shall be deemed to have been effected as of the close of business on the date on
which such certificate or certificates have been surrendered and such notice has
been received, and at such time the rights of the holder of the converted Class
B Common as such holder shall cease and the person or persons in whose name or
names the certificate or certificates for shares of Class A Common are to be
issued upon such conversion shall be deemed to have become the holder or holders
of record of the shares of Class A Common represented thereby.

                    (ii)  Promptly after the surrender of certificates and the
receipt of such written notice, the Corporation shall issue and deliver in
accordance with the surrendering holder's instructions (a) the certificate or
certificates for the Class A Common issuable upon such 

                                      -4-
<PAGE>
 
conversion and (b) a certificate representing any Class B Common which was
represented by the certificate or certificates delivered to the Corporation in
connection with such conversion but which was not converted.

                   (iii) The issuance of certificates for Class A Common upon
conversion of Class B Common shall be made without charge to the holders of such
shares for any issuance tax in respect thereof or other cost incurred by the
Corporation in connection with such conversion and the related issuance of Class
A Common.

                   (iv)  The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Class A Common, solely
for the purpose of issuance upon the conversion of the Class B Common, such
number of shares of Class A Common issuable upon the conversion of all
outstanding Class B Common. All shares of Class A Common which are so issuable
shall, when issued, be duly and validly issued, fully paid and nonassessable and
free from all taxes, liens and charges. The Corporation shall take all such
actions as may be necessary to assure that all such shares of Class A Common may
be so issued without violation of any applicable law or governmental regulation
or any requirements of any domestic securities exchange upon which shares of
Class A Common may be listed (except for official notice of issuance which shall
be immediately transmitted by the Corporation upon issuance).

                   (v)   The Corporation shall not close its books against the
transfer of Class B Common or of Class A Common issued or issuable upon
conversion of Class B Common in any manner which would interfere with the timely
conversion of Class B Common. The Corporation shall assist and cooperate with
any holder of Class B Common required to make any governmental filings or obtain
any governmental approval prior to or in connection with any conversion of Class
B Common hereunder (including, without limitation, making any filings required
to be made by the Corporation).

               (c) Stock Splits.  If the Corporation in any manner subdivides or
                   ------------                                                 
combines the outstanding shares of one class of Common Stock, the outstanding
shares of the other class of Common Stock shall be proportionately subdivided or
combined in a similar manner.


                             ARTICLE V - Existence
                             ---------------------

          The Corporation is to have perpetual existence.


                              ARTICLE VI - By-laws
                              --------------------

          In furtherance and not in limitation of the powers conferred by the
Delaware General Corporation Law, the Board of Directors of the Corporation is
expressly authorized to make, alter, amend, change, add to or repeal the By-laws
of the Corporation by the affirmative vote of a majority of the total number of
Directors then in office.  Any alteration or repeal of the By-laws of the
Corporation by the stockholders of the Corporation shall require the affirmative
vote of at least a majority of the voting power of the then outstanding shares
of capital stock of the Corporation

                                      -5-
<PAGE>
 
entitled to vote on such alteration or repeal, subject to ARTICLE IX hereof and
                                                          ----------
ARTICLE VII of the Corporation's By-laws.
-----------


                    ARTICLE VII - Stockholders and Directors
                    ----------------------------------------

          Part A.   Stockholder Action.  Election of Directors need not be by
          -------   ------------------                                       
written ballot unless the By-laws of the Corporation so provide. Subject to any
rights of holders of any series of Preferred Stock, from and after the date on
which the Class A Common of the Corporation is registered pursuant to the
Exchange Act, (i) any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected in lieu thereof by
any consent in writing by such stockholders, (ii) special meetings of
stockholders of the Corporation may be called only by either the Board of
Directors pursuant to a resolution adopted by the affirmative vote of the
majority of the total number of Directors then in office or by the chief
executive officer of the Corporation and (iii) advance notice of stockholder
nominations of persons for election to the Board of Directors of the Corporation
and of business to be brought before any annual meeting of the stockholders by
the stockholders of the Corporation shall be given in the manner provided in the
By-laws of the Corporation.

          Part B.   Number of Directors and Term of Office. Subject to any
          -------   --------------------------------------                
rights of holders of any series of Preferred Stock to elect additional Directors
under specified circumstances, the number of Directors which shall constitute
the Board of Directors of the Corporation shall be fixed from time to time in
the manner set forth in the By-laws of the Corporation.  The Directors of the
Corporation shall be divided into three classes:  Class I, Class II and Class
III.  Membership in such class shall be as nearly equal in number as possible.
The term of office of the initial Class I Directors shall expire at the annual
election of Directors by the stockholders of the Corporation in 1998, the term
of office of the initial Class II Directors shall expire at the annual election
of Directors by the stockholders of the Corporation in 1999 and the term of
office of the initial Class III Directors shall expire at the annual election of
Directors by the stockholders of the Corporation in 2000, or thereafter when
their respective successors in each case are elected by the stockholders and
qualified, subject however, to prior death, resignation, retirement,
disqualification or removal from office for cause.  At each succeeding annual
election of Directors by the stockholders of the Corporation beginning in 1998,
the Directors chosen to succeed those whose terms then expire shall be
identified as being of the same class as the Directors they succeed and shall be
elected for a term expiring at the third succeeding annual election of Directors
by the stockholders of the Corporation, or thereafter when their respective
successors in each case are elected by the stockholders and qualified.  If the
number of Directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of Directors in each class as
nearly equal as possible, and any additional Director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
shall a decrease in the number of Directors shorten the term of any incumbent
Director.

          Part C.   Removal and Resignation.  No Director may be removed from
          -------   -----------------------                                  
office without cause and without the affirmative vote of the holders of a
majority of the voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the 

                                      -6-
<PAGE>
 
election of Directors voting together as a single class; provided, however, that
                                                         --------  -------
if the holders of any class or series of capital stock are entitled by the
provisions of this Restated Certificate (it being understood that any references
to this Restated Certificate shall include any duly authorized certificate of
designation) to elect one or more Directors, such Director or Directors so
elected may be removed without cause only by the vote of the holders of a
majority of the outstanding shares of that class or series entitled to vote. Any
Director may resign at any time upon written notice to the Corporation.

          Part D.   Vacancies and Newly Created Directorships.  Subject to any
          -------   -----------------------------------------                 
rights of holders of any series of Preferred Stock to fill such newly created
Directorships or vacancies, any newly created Directorships resulting from any
increase in the authorized number of Directors and any vacancies in the Board of
Directors resulting from death, resignation, disqualification or removal from
office for cause shall, unless otherwise provided by law or by resolution
approved by the affirmative vote of a majority of the total number of Directors
then in office, be filled only by resolution approved by the affirmative vote of
a majority of the total number of Directors then in office.  Any Director so
chosen shall hold office until the next election of the class for which such
Director shall have been chosen, and until his successor shall have been duly
elected and qualified, unless he shall resign, die, become disqualified or be
removed for cause.

          Part E.   Effectiveness.  The provisions of this ARTICLE VII shall 
          -------   -------------                                     
terminate and be of no further force and effect in the event that the initial
public offering of the Corporation's Common Stock as contemplated by the
Corporation's Prospectus included in the Registration Statement is not
consummated within 30 days of the Effective Date.


                       ARTICLE VII - General Provisions
                       --------------------------------

          Part A.   Dividends.  The Board of Directors shall have authority from
          -------   ---------                                                   
time to time to set apart out of any assets of the Corporation otherwise
available for dividends a reserve or reserves as working capital or for any
other purpose or purposes, and to abolish or add to any such reserve or reserves
from time to time as said Board may deem to be in the interest of the
Corporation; and said Board shall likewise have power to determine in its
discretion, except as herein otherwise provided, what part of the assets of the
Corporation available for dividends in excess of such reserve or reserves shall
be declared in dividends and paid to the stockholders of the Corporation.

          Part B.   Issuance of Stock.  The shares of all classes of stock of
          -------   -----------------                                        
the Corporation may be issued by the Corporation from time to time for such
consideration as from time to time may be fixed by the Board of Directors of the
Corporation, provided that shares of stock having a par value shall not be
             -------- ----                                                
issued for a consideration less than such par value, as determined by the Board.
At any time, or from time to time, the Corporation may grant rights or options
to purchase from the Corporation any shares of its stock of any class or classes
to run for such period of time, for such consideration, upon such terms and
conditions, and in such form as the Board of Directors may determine.  The Board
of Directors shall have authority, as provided by law, to determine that only a
part of the consideration which shall be received by the Corporation for the
shares of its stock which it shall issue from time to time, shall be capital;
provided, however, that, 
--------  -------                                                             

                                      -7-
<PAGE>
 
if all the shares issued shall be shares having a par value, the amount of the
part of such consideration so determined to be capital shall be equal to the
aggregate par value of such shares. The excess, if any, at any time, of the
total net assets of the Corporation over the amount so determined to be capital,
as aforesaid, shall be surplus. All classes of stock of the Corporation shall be
and remain at all times nonassessable.

          The Board of Directors is hereby expressly authorized, in its
discretion, in connection with the issuance of any obligations or stock of the
Corporation (but without intending hereby to limit its general power so to do in
other cases), to grant rights or options to purchase stock of the Corporation of
any class upon such terms and during such period as the Board of Directors shall
determine, and to cause such rights to be evidenced by such warrants or other
instruments as it may deem advisable.

          Part C.   Inspection of Books and Records.  The Board of Directors
          -------   -------------------------------                         
shall have power from time to time to determine to what extent and at what times
and places and under what conditions and regulations the accounts and books of
the Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the laws of the
State of Delaware, unless and until authorized so to do by resolution of the
Board of Directors or of the stockholders of the Corporation.

          Part D.   Location of Meetings, Books and Records.  Except as
          -------   ---------------------------------------            
otherwise provided in the By-laws, the stockholders of the Corporation and the
Board of Directors may hold their meetings and have an office or offices outside
of the State of Delaware and, subject to the provisions of the laws of said
State, may keep the books of the Corporation outside of said State at such
places as may, from time to time, be designated by the Board of Directors.


                            ARTICLE IX - Amendments
                            -----------------------

          The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate in the manner now or
hereinafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.  Notwithstanding anything contained in this Restated Certificate to
the contrary, Parts A, B and C of ARTICLE IV, ARTICLE VII, ARTICLE X, and this
                                  ----------  -----------  ---------          
ARTICLE IX of this Restated Certificate shall not be altered, amended or
----------                                                              
repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least 66 2/3% of the voting power of the
then outstanding shares of capital stock of the Corporation entitled to vote on
such alteration, amendment or repeal, voting together as a single class (other
than any alteration or amendment to Part A of ARTICLE IV that increases the
                                              ----------                   
authorized number of shares of Preferred Stock, Class A Common or Class B
Common); provided further that no amendment or waiver of any provision of Part C
         -------- -------                                                       
of ARTICLE IV shall be effective without the prior approval of the holders of a
   ----------                                                                  
majority of the then outstanding Class B Common voting as a separate class.

                                      -8-
<PAGE>
 
                             ARTICLE X - Liability
                             ---------------------

          Part A.   Limitation of Liability.
          -------   ----------------------- 

          (1) To the fullest extent permitted by the Delaware General
Corporation Law as it now exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), and except as otherwise provided in the Corporation's By-laws, no
Director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages arising from a breach of fiduciary duty owed
to the Corporation or its stockholders.

          (2) Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

          Part B.   Right to Indemnification.  Each person who was or is made a
          -------   ------------------------                                   
party or is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
                                              ----------                    
fact that he or she is or was a Director or officer of the Corporation or, while
a Director or officer of the Corporation, is or was serving at the request of
the Corporation as a Director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (an "indemnitee"), whether the basis of
                                              ----------                        
such proceeding is alleged action in an official capacity as a Director or
officer or in any other capacity while serving as a Director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise exercise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee who has ceased to be a Director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in Part C of this
                --------  -------                                            
ARTICLE X with respect to proceedings to enforce rights to indemnification, the
---------                                                                      
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.  The right
to indemnification conferred in this Part B of this ARTICLE X shall be a
                                                    ---------           
contract right and shall include the obligation of the Corporation to pay the
expenses incurred in defending any such proceeding in advance of its final
disposition (an "advance of expenses"); provided, however, that, if and to the
                 -------------------    --------  -------                     
extent that the Delaware General Corporation Law requires, an advance of
expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking (an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
 -----------                                                               
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (a "final adjudication") that such
                                              ------------------            
indemnitee is not entitled to be indemnified for such 

                                      -9-
<PAGE>
 
expenses under this Part B or otherwise. The Corporation may, by action of its
Board of Directors, provide indemnification to employees and agents of the
Corporation with the same or lesser scope and effect as the foregoing
indemnification of Directors and officers.

          Part C.   Procedure for Indemnification.  Any indemnification of a
          -------   -----------------------------                           
Director or officer of the Corporation or advance of expenses under Part B of
this ARTICLE X shall be made promptly, and in any event within forty-five days
     ---------                                                                
(or, in the case of an advance of expenses, twenty days), upon the written
request of the Director or officer.  If a determination by the Corporation that
the Director or officer is entitled to indemnification pursuant to this ARTICLE
                                                                        -------
X is required, and the Corporation fails to respond within sixty days to a
-                                                                         
written request for indemnity, the Corporation shall be deemed to have approved
the request.  If the Corporation denies a written request for indemnification or
advance of expenses, in whole or in part, or if payment in full pursuant to such
request is not made within forty-five days (or, in the case of an advance of
expenses, twenty days), the right to indemnification or advances as granted by
this ARTICLE X shall be enforceable by the Director or officer in any court of
     ---------                                                                
competent jurisdiction.  Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation.  It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of expenses where the undertaking required pursuant to
Part B of this ARTICLE X, if any, has been tendered to the Corporation) that the
               ---------                                                        
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of such defense shall be on the
Corporation.  Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.  The procedure for indemnification of other employees and agents for
whom indemnification is provided pursuant to Part B of this ARTICLE X shall be
                                                            ---------         
the same procedure set forth in this Part C for Directors or officers, unless
otherwise set forth in the action of the Board of Directors providing
indemnification for such employee or agent.

          Part D.   Insurance.  The Corporation may purchase and maintain
          -------   ---------                                            
insurance on its own behalf and on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power to
indemnify such person against such expenses, liability or loss under the
Delaware General Corporation Law.

          Part E.   Service for Subsidiaries.  Any person serving as a 
          -------   ------------------------                          
Director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture or other enterprise, at least 50% of
whose equity interests are owned by the Corporation (a "subsidiary" 
                                                        ----------          

                                      -10-
<PAGE>
 
for this ARTICLE X) shall be conclusively presumed to be serving in such
         ---------  
capacity at the request of the Corporation.

          Part F.    Reliance.  Persons who after the date of the adoption of
          -------    --------                                             
this provision become or remain Directors or officers of the Corporation or who,
while a Director or officer of the Corporation, become or remain a Director,
officer, employee or agent of a subsidiary, shall be conclusively presumed to
have relied on the rights to indemnity, advance of expenses and other rights
contained in this ARTICLE X in entering into or continuing such service.  The 
                  ---------                                    
rights to indemnification and to the advance of expenses conferred in this
ARTICLE X shall apply to claims made against an indemnitee arising out of acts 
---------                                                             
or omissions which occurred or occur both prior and subsequent to the adoption
hereof.

          Part G.    Non-Exclusivity of Rights.  The rights to indemnification
          -------    -------------------------                                
and to the advance of expenses conferred in this ARTICLE X shall not be
                                                 ---------             
exclusive of any other right which any person may have or hereafter acquire
under this Restated Certificate or under any statute, by-law, agreement, vote of
stockholders or disinterested Directors or otherwise.

          Part H.    Merger or Consolidation.  For purposes of this ARTICLE X,
          -------    -----------------------                        --------- 
references to the "Corporation" shall include, in addition to the resulting
                   -----------                                             
Corporation, any constituent Corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
Directors, officers and employees or agents, so that any person who is or was a
Director, officer, employee or agent of such constituent Corporation, or is or
was serving at the request of such constituent Corporation as a Director,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this ARTICLE X
                                                                       ---------
with respect to the resulting or surviving Corporation as he or she would have
with respect to such constituent Corporation if its separate existence had
continued.


                       ARTICLE XI - Business Combinations
                       ----------------------------------

          The Corporation expressly elects to be governed by Section 203 of the
Delaware General Corporation Law.

                             *    *    *    *    *

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