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                                                                     Exhibit 3.3


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               GENERAL MEDIA, INC.

                  The undersigned, John Prebich and Laurence B. Sutter, hereby
certify that:

                  1.       They are the duly elected and acting President and
Secretary, respectively, of General Media, Inc., a Delaware corporation (the
"Corporation").

                  2.       The Certificate of Incorporation of the Corporation
was originally filed with the Secretary of State of Delaware on November 9,
1993.

                  3.       The Certificate of Incorporation of the Corporation
shall be amended and restated to read in full as follows:

                  FIRST:   The name of the corporation (the "Corporation") is
General Media, Inc.

                  SECOND:  The address of the Corporation's registered office in
the State of Delaware is 32 Loockerman Square, City of Dover 19901, County of
Kent. The name of the Corporation's registered agent at such address is The
Prentice-Hall Corporation System, Inc.

                  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 the State of Delaware.

                  FOURTH:  The total number of shares of capital stock which the
Corporation shall have the authority to issue is Two Million (2,000,000) shares,
of which One Million Six-Hundred Seventy Thousand (1,670,000) shares shall be
Common Stock, par value $.01 per share (the "Common Stock"), Thirty Thousand
(30,000) shares shall be Class A Preferred Stock, par value $0.01 per share (the
"Class A Preferred Stock"), and Three Hundred Thousand (300,000) shares shall be
undesignated Preferred Stock, par value $.01 per share (the "Preferred Stock").

                  A. Provisions Relating to the Common Stock.

                           (i)      DIVIDENDS AND REPURCHASES. The holders of
         shares of Common Stock shall be entitled to receive such dividends as
         may be declared by the Board of Directors of the Corporation, if any,
         out of funds legally available therefor. Notwithstanding the foregoing,
         so long as any shares of the Class A Preferred Stock are outstanding,
         the Corporation shall not be entitled to pay dividends to holders of
         the Common Stock or repurchase shares of the Common Stock where such
         payment or
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         repurchase would result in the Corporation making aggregate Owner
         Payments (as defined in the Indenture governing the New Notes as in
         effect on the date of their issuance) in excess of $4,500,000 in any
         calendar year. Notwithstanding the foregoing, the Corporation may at
         any time repurchase, out of funds legally available therefor, any
         outstanding shares of Common Stock issued pursuant to warrants
         exercised prior to the date hereof.

                           (ii)     LIQUIDATION RIGHTS. Subject to the
         preferential liquidation rights of the holders of the shares of the
         Class A Preferred Stock and the Preferred Stock described in
         subparagraphs B and C below, in the event of any voluntary or
         involuntary liquidation, dissolution or winding up of, or any
         distribution of the assets of, the Corporation, the holders of shares
         of Common Stock shall be entitled to receive all of the assets of the
         Corporation available for distribution to its stockholders ratably in
         proportion to the number of shares of Common Stock held by them.

                           (iii)    VOTING RIGHTS. Subject to Section B.(v) of
         this Article, the holders of the shares of Common Stock shall be
         entitled to vote on all matters at all meetings of the stockholders of
         the Corporation, and shall be entitled to one vote for each share of
         Common Stock entitled to vote at such meeting.

                  B. PROVISIONS RELATING TO THE CLASS A PREFERRED STOCK.

                           (i)      GENERAL. Up to 10,000 shares of its Class A
         Preferred Stock shall be issuable by the Corporation only in connection
         with the exchange (the "Exchange") of the Corporation's 10-5/8% Series
         B Senior Secured Notes Due 2000 (the "Notes") for the Corporation's 15%
         Series C Senior Secured Notes Due 2004 (the "New Notes"), together with
         shares of the Corporation's Class A Preferred Stock, which will take
         place on or about March 29, 2001 (the "Closing Date"), and such
         additional number of shares of its Class A Preferred Stock as shall be
         required as dividends payable in-kind with respect to the Class A
         Preferred Stock shall be issuable by the Corporation thereafter.

                           (ii)     OWNERSHIP FOLLOWS THAT OF THE NEW NOTES. The
         shares of Class A Preferred Stock have been issued together and in
         tandem with specific New Notes, and ownership of such shares of Class A
         Preferred Stock, together with any shares of Class A Preferred Stock
         issued as dividends in-kind with respect to such shares of Class A
         Preferred Stock, shall automatically follow the ownership of the New
         Notes with respect to which such shares were issued. Notwithstanding
         the foregoing sentence, a holder of New Notes may transfer legal title
         to shares of Class A Preferred Stock held by it to an affiliate
         controlled by or under common control with such holder, provided that
         ownership of such shares so transferred shall continue to follow
         ownership of the New Notes upon any subsequent transfer of the New
         Notes.

                           (iii)    DIVIDENDS. The holders of shares of Class A
         Preferred Stock shall be entitled to receive as dividends only
         additional shares of Class A Preferred Stock of the Corporation at the
         rate of 13% per annum on each outstanding share of Series A Preferred
         Stock, which dividend shall accrue and be paid semi-annually on June 30
         and December


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         31 of each year without any action by the Board of Directors. Dividends
         shall be paid in whole and, if required, fractional shares, rounded to
         the fourth decimal place, and no cash shall be payable in lieu of any
         fractional share or with respect to any rounding thereof.

                           (iv)     LIQUIDATION PREFERENCE. In the event of any
         voluntary or involuntary liquidation, dissolution or winding up of the
         affairs of the Corporation, the holders of the shares of Class A
         Preferred Stock then outstanding shall be entitled to be paid out of
         the assets of the Corporation available for distribution to its
         stockholders, prior and in preference to any distribution of any of the
         assets of the Corporation to other stockholders of the Corporation, an
         amount in cash per share (including shares accrued as in-kind dividends
         with respect to the Class A Preferred Stock through the date of such
         payment, whether or not such dividends have been paid) equal to
         $1000.00 (as adjusted for any stock combinations, splits or
         recapitalizations and the like affecting the Class A Preferred Stock)
         (the "Class A Liquidation Preference"). If the assets of the
         Corporation are not sufficient to pay in full the Class A Liquidation
         Preference payable to the holders of outstanding shares of Class A
         Preferred Stock, then the holders of all such shares shall share
         ratably in such distribution of assets in proportion to the amount
         which would be payable on such distribution if the Class A Liquidation
         Preference to which the holders of outstanding shares of Class A
         Preferred Stock are entitled were paid in full. Upon any such
         liquidation, dissolution or winding up of the Corporation, after the
         holders of Class A Preferred Stock shall have been paid in full their
         Class A Liquidation Preference, the remaining assets of the Corporation
         may be distributed to the holders of shares of Common Stock and
         Preferred Stock, and the holders of shares of Class A Preferred Stock
         shall not be entitled to share therein. For the purposes of this
         Article FOURTH, the voluntary sale, conveyance, exchange or transfer
         (for cash, shares of stock, securities or other consideration) of all
         or substantially all of the property or assets of the Corporation or
         the merger or consolidation of the Corporation with one or more
         corporations (in each case except for a transaction with a person
         directly or indirectly controlling or controlled by or under direct or
         indirect common control with the Corporation) shall be deemed to be a
         liquidation, dissolution or winding up, voluntary or involuntary, of
         the Corporation. Written notice of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, stating the payment date and the place where the
         distributable amount shall be payable, shall be given by mail, postage
         prepaid, not less than sixty (60) days prior to the payment date stated
         therein, to the holders of record of the Class A Preferred Stock at
         their respective addresses as the same shall then appear on the books
         of the Corporation.

                           (v)      VOTING RIGHTS.

                                    (a) GENERALLY. Except as provided in
subsections (v)(b) and (c) hereof, the Class A Preferred Stock shall have no
voting rights with respect to the election of Directors or otherwise.

                                    (b) NOTE PAYMENT DEFAULT. Upon the
occurrence of an Event of Default (a "Note Payment Default") under the
provisions of Section 6.01 (1) or (2) of the Indenture governing the New Notes
dated as of December 21, 1993, as amended by the First


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Supplemental Indenture dated as of May 19, 1999, and the Second Supplemental
Indenture dated as of the Closing Date (as amended, the "Indenture"), the board
of directors shall promptly divide itself into two groups comprising directors
appointed by the holders of Common Stock (the "Common Directors") and directors
to be appointed by the holders of Class A Preferred Stock (the "Class A
Directors") and the holders of Class A Preferred Stock shall have the right to
appoint the least number of directors required to give the Class A Directors a
majority of the Board of Directors. If the requisite number of Common Directors
shall not have resigned or been removed to comply with the preceding sentence
within three full business days after the occurrence of such Note Payment
Default, then the number of directors shall be automatically increased to the
least number as would give the Class A Directors, who shall be appointed by the
holders of the Class A Preferred Stock, a majority of the Board of Directors.
For as long as a Note Payment Default shall continue, the Class A Directors
shall be composed of the least number of directors required to give the Class A
Directors a majority of the Board of Directors (and in the event of an increase
in the size of the board of directors, the number of Class A Directors shall be
increased accordingly). The holders of a majority of the shares of Class A
Preferred Stock voting separately as a class at any meeting at which a majority
of the shares of Class A Preferred Stock are present shall be entitled to elect
all of the subsequent Class A Directors, and all of the remaining directors
shall be Common Directors. Any action which may be taken at any annual or
special meeting of the holders of Class A Preferred Stock may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
Class A Preferred Stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares of Class A Preferred Stock entitled to vote thereon were present and
voted. During the continuation of a Note Payment Default, Class A Directors may
only be removed by the holders of a majority of the shares of the Class A
Preferred Stock voting separately as a class at any meeting at which a majority
of the shares of Class A Preferred Stock are present and any vacancy in the
Class A Directors shall be filled by the remaining Class A Directors or, if
there are no Class A Directors, by the holders of a majority of the shares of
Class A Preferred Stock voting separately as a class at a special meeting of
holders of Class A Preferred Stock called as soon as practicable for the purpose
of filling such vacancies. If a Note Payment Default shall be cured, waived or
otherwise cease, the number of Class A Directors shall be reduced to zero and
all of the then Class A Directors shall immediately resign or may be removed by
the holders of the Common Stock without cause. The holders of the Common Stock
shall be entitled to elect all of the Common Directors.

                                    (c) FAILURE TO REDEEM THE CLASS A PREFERRED
STOCK. Upon the failure of the Company to redeem the outstanding shares of Class
A Preferred Stock pursuant to the terms of subsection (vi)(a) (a "Redemption
Failure"), the number of directors shall be automatically increased by two
members of the board, who shall be designated "Class A Directors". The Class A
Directors shall be appointed by the holders of the Class A Preferred Stock. For
so long as a Redemption Failure shall continue, the holders of a majority of the
shares of Class A Preferred Stock voting separately as a class at any meeting at
which a majority of the shares of Class A Preferred Stock are present shall be
entitled to elect two Class A Directors and all of the remaining directors shall
be Common Directors. Any action which may be taken at any annual or special
meeting of the holders of Class A Preferred Stock may be taken without a


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meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
Class A Preferred Stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares of Class A Preferred Stock entitled to vote thereon were present and
voted. During the continuation of a Redemption Failure, Class A Directors may
only be removed by the holders of a majority of the shares of the Class A
Preferred Stock voting separately as a class at any meeting at which a majority
of the shares of Class A Preferred Stock are present, and any vacancy in the
Class A Directors shall be filled by the remaining Class A Directors or, if
there be no Class A Directors, by the holders of a majority of the shares of
Class A Preferred Stock voting separately as a class at a special meeting of
holders of Class A Preferred Stock called as soon as practicable for the purpose
of filling such vacancies. If a Redemption Failure shall be cured, waived or
otherwise cease, the number of Class A Directors shall be reduced to zero and
all of the then Class A Directors shall immediately resign or may be removed by
the holders of the Common Stock without cause. The holders of the Common Stock
shall be entitled to elect all of the Common Directors. In the event of a
simultaneous Note Payment Default and Redemption Failure, the provisions
governing a Note Payment Default shall prevail.

                                    (d) AMENDMENTS AFFECTING CLASS A PREFERRED
STOCK. So long as any shares of Class A Preferred Stock are outstanding, the
written consent or the affirmative vote at a meeting called for that purpose of
the holders of a majority of the shares of Class A Preferred Stock then
outstanding, voting separately as a class, shall be necessary to validate or
effectuate any amendment, alteration or repeal of the Certificate of
Incorporation of the Corporation which would affect adversely the powers,
preferences or special rights of such Class A Preferred Stock.

                           (vi)     REDEMPTION BY CORPORATION.

                                    (a) MANDATORY REDEMPTION. The Corporation
shall, on March 29, 2006, redeem, out of funds legally available therefor, all
and no less than all of the shares of Class A Preferred Stock then outstanding
(including shares accrued as in-kind dividends through the Redemption Date,
whether or not such dividends have been paid), for the per share price of the
Class A Liquidation Preference, subject to the right of the holders of the Class
A Preferred Stock to convert such shares prior to such redemption pursuant to
subsection (vii); provided, however, that if the Company does not have
sufficient funds legally available to redeem all of such shares, the Company
shall redeem as many shares of Class A Preferred Stock as is possible out of its
funds legally available therefor on a pro rata basis, and shall again redeem as
many shares of Class A Preferred Stock as is possible out of funds legally
available therefor on a pro rata basis on each three-month anniversary after
such date.

                                    (b) OPTIONAL REDEMPTION. Subject to
Subsection B.(vii) of this Article, the Corporation may, at its option, at any
time simultaneously with the payment and discharge in full of all of the New
Notes or thereafter, redeem, out of funds legally available therefor, all and no
less than all of the shares of Class A Preferred Stock then outstanding
(including shares accrued as in-kind dividends through the Redemption Date,
whether or not such dividends have been paid), upon not less than sixty (60)
days' prior notice to the holders of record of the Class A Preferred Stock to be
redeemed, given by mail, in the event such redemption shall


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take place during the period commencing on March 29, 2004 and ending on March
29, 2006, at the Redemption Price (as hereinafter defined) on the Redemption
Date (as hereinafter defined).

                                    (c) REDEMPTION DATE. The "Redemption Date"
shall be the date fixed for redemption pursuant to subsection (vi)(b).

                                    (d) REDEMPTION PRICE. The per share price at
which outstanding shares of Class A Preferred Stock may be redeemed at the
option of the Corporation pursuant to subsection (vi)(b) (the "Redemption
Price") shall be: (i) during the period (the "First Period") commencing on March
29, 2001 and ending on September 29, 2001, $4,000,000 divided by the number of
shares of Class A Preferred Stock outstanding at the redemption date (which
number, for these purposes, shall include in-kind dividends paid or accrued with
respect to the Class A Preferred Stock), (ii) during the period (the "Second
Period") commencing immediately after the First Period and ending on March 29,
2002, $6,000,000 divided by the number of shares of Class A Preferred Stock
outstanding at the redemption date (which number, for these purposes, shall
include in-kind dividends paid or accrued with respect to the Class A Preferred
Stock), (iii) during the period (the "Third Period") commencing immediately
after the Second Period and ending on March 29, 2003, $10,000,000 divided by the
number of shares of Class A Preferred Stock outstanding at the redemption date
(which number, for these purposes, shall include in-kind dividends paid or
accrued with respect to the Class A Preferred Stock), (iv) during the period
(the "Fourth Period") commencing immediately after the Third Period and ending
on March 29, 2004, an amount equal to 110% of the aggregate Class A Liquidation
Preference, (v) during the period (the "Fifth Period") commencing immediately
after the Fourth Period and ending on March 29, 2005, an amount equal to 115% of
the aggregate Class A Liquidation Preference, and (vi) during the period
commencing immediately after the Fifth Period and ending on March 28, 2006, an
amount equal to 120% of the aggregate Class A Liquidation Preference.

                                    (e) NOTICES. Any notice of redemption mailed
to a holder of Class A Preferred Stock at his or her address as the same shall
appear on the books of the Corporation shall be conclusively presumed to have
been given whether or not the holder receives the notice. Each such notice shall
state: the Redemption Date, the number of shares of Class A Preferred Stock to
be redeemed, the Redemption Price applicable to the shares to be redeemed and
the place or places where such shares are to be surrendered. No defect in any
such notice to any holder of Class A Preferred Stock shall affect the validity
of the proceedings for the redemption of any other shares of such Class A
Preferred Stock.

                                    (f) CONTINUATION OF RIGHTS. Until the
payment to the respective holder (or its validly designated nominee), or the
irrevocable deposit with a reputable bank or trust company for payment to such
holder or nominee pursuant to reasonable procedures, by the Corporation of the
redemption price with respect to such shares pursuant to the terms of subsection
(vi)(a) or (d) (such payment or deposit, a "Final Payment"), as the case may be,
the holders of shares of Class A Preferred Stock shall continue to have all
rights, including conversion rights, as holders of the Class A Preferred Stock
as provided in this Certificate of Incorporation. From and after a Final Payment
with respect to such shares, all rights of the holders of shares of Class A
Preferred Stock as stockholders of the Corporation shall terminate. Any moneys
set aside by the Corporation to make payment of the applicable redemption price
and unclaimed by


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the end of three years from the Redemption Date shall revert to the general
funds of the Corporation.

                                    (g) STATUS OF REDEEMED SHARES. Any shares of
Class A Preferred Stock redeemed pursuant to the provisions of this subsection
(vi) shall be retired and given the status of authorized and unissued Preferred
Stock, undesignated as to series, and subject to reissuance by the Corporation
as shares of Preferred Stock of one or more series, as may be determined from
time to time by the Board of Directors of the Corporation.

                                    (h) NO REDEMPTIONS IN VIOLATION OF LAW. No
shares of Class A Preferred Stock shall be redeemed in whole or in part under
this subsection (vi) at any time that such redemption is prohibited by the
General Corporation Law of the State of Delaware.

                           (vii)    CONVERSION. The holders of the Class A
         Preferred Stock shall have conversion rights as follows (the
         "Conversion Rights"):

                                    (a) RIGHT TO CONVERT. Subject to subsection
(vii)(b), each share of Class A Preferred Stock then outstanding shall be
convertible, at the option of the holder thereof, at any time during the period
commencing on March 29, 2003 and ending on March 28, 2006, at the office of the
Corporation or any transfer agent for such stock, into such number of fully paid
and nonassessable shares of Common Stock as is determined by dividing: (i)
during the period commencing on March 29, 2003 and ending on March 29, 2004, the
number equal to 10% of the issued shares of Common Stock of the Corporation on
the date of conversion, on a fully-diluted basis (including any shares of Common
Stock for which outstanding warrants, options or other rights to acquire Common
Stock (whether or not vested) could then be exercised and into which any
outstanding convertible securities of the Company could then be converted) by
the number of shares of Class A Preferred Stock issued to date by the
Corporation (including for these purposes shares of Class A Preferred Stock
accrued as in-kind dividends and shares of Class A Preferred Stock previously
converted into shares of Common Stock of the Corporation), (ii) during the
period commencing on March 30, 2004 and ending on March 29, 2005, the number
equal to 12.5% of the issued shares of Common Stock of the Corporation on the
date of conversion, on a fully-diluted basis (including any shares of Common
Stock for which outstanding warrants, options or other rights to acquire Common
Stock (whether or not vested) could then be exercised and into which any
outstanding convertible securities of the Company could then be converted), by
the number of shares of Class A Preferred Stock issued to date by the
Corporation (including for these purposes shares of Class A Preferred Stock
accrued as in-kind dividends and Class A Preferred Stock previously converted
into shares of Common Stock of the Corporation), and (iii) during the period
commencing on March 30, 2005 and ending on March 28, 2006, the number equal to
15% of the issued shares of Common Stock of the Corporation on the date of
conversion, on a fully-diluted basis (including any shares of Common Stock for
which outstanding warrants, options or other rights to acquire Common Stock
(whether or not vested) could then be exercised and into which any outstanding
convertible securities of the Company could then be converted), by the number of
shares of Class A Preferred Stock issued to date by the Corporation (including
for these purposes shares of Class A Preferred Stock accrued as in-kind
dividends and shares of Class A Preferred Stock previously converted into shares
of Common Stock of the Corporation).


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                                    (b) MECHANICS OF CONVERSION. Before any
holder of Class A Preferred Stock shall be entitled to convert the same into
shares of Common Stock, he shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Corporation or of any transfer
agent for such series of Class A Preferred Stock, and shall give written notice
to the Corporation at its principal corporate office, of the election to convert
the same and shall state therein the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. The Corporation shall,
as soon as practicable thereafter, issue and deliver at such office to such
holder of Class A Preferred Stock, or to the nominee or nominees of such holder,
a certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled as aforesaid. Such conversion shall be deemed to
have been made immediately prior to the close of business on the date of such
surrender of the shares of Class A Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date; provided, however, that
a holder, upon written notice to the Company at its principal corporate office,
may condition the conversion of some or all of such holder's Class A Preferred
Stock on the closing of a specified proposed public offering of Common Stock (a
"Conditional Conversion"). In the event that such proposed public offering
closes and such holder who surrendered a duly endorsed certificate or
certificates for Class A Preferred Stock pursuant to a Conditional Conversion
(in accordance with the terms of this Section) has not withdrawn its
participation in the public offering in a written withdrawal request to the
Company, the Company, immediately prior to or simultaneously with the closing of
such public offering (the "Closing"), shall issue and deliver to such holder of
Class A Preferred Stock, or to the nominee or nominees of such holder, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled. Such conversion shall be deemed to have been made
as of the Closing, and the person or persons entitled to receive the shares of
Common Stock issuable on such Conditional Conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock as of
the Closing. In the event that such proposed public offering, for whatever
reason, is abandoned or does not close, or, if prior to the Closing, a holder
who surrendered a duly endorsed certificate or certificates for Class A
Preferred Stock pursuant to a Conditional Conversion (in accordance with the
terms of this Section) withdraws its participation in such offering, such holder
shall automatically, and without any further required action on the part of the
Company or such holder, retain the Class A Preferred Stock denoted by such
certificate or certificates, and as soon as practicable following a written
request made by such holder delivered to the Company, the Company shall return
such certificate or certificates to the holder.

                                    (c) NO IMPAIRMENT. The Corporation will not,
by amendment of its Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this subsection (vii) and in the taking of
all such action as may be necessary or appropriate in order to protect the
conversion rights of the holders of Series A Preferred Stock against impairment.


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                                    (d) RESERVATION OF STOCK ISSUABLE UPON
CONVERSION. The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Series A Preferred Stock, such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of Series A Preferred Stock; and
if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then outstanding shares
of Series A Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Series A Preferred Stock, the Corporation will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including, without limitation,
engaging in best efforts to obtain the requisite stockholder approval of any
necessary amendment to this Certificate of Incorporation.

                                    (e) NOTICES. Any notice required by the
provisions of this subsection (vii) to be given to the holders of shares of
Class A Preferred Stock shall be deemed given if deposited in the United States
mail, postage prepaid, and addressed to each holder of record at his address
appearing on the books of the Corporation.

                           (viii)   NO SINKING FUND. No sinking fund shall be
         established for the payment of dividends on shares of Class A Preferred
         Stock, if any, or the liquidation of shares of Class A Preferred Stock.

                           (ix)     NO PREEMPTIVE OR SUBSCRIPTION RIGHTS. No
         holder of shares of Class A Preferred Stock shall have any preemptive
         or subscription rights in respect of any securities of the Corporation
         that may be issued.

                           (x)      NO OTHER RIGHTS. The shares of Class A
         Preferred Stock shall not have any designations, preferences or
         relative, participating, optional or other special rights except as
         expressly set forth in this Article FOURTH of the Certificate of
         Incorporation of the Corporation or as otherwise required by law.

                           (xi)     LEGENDS.

                                    (a) All certificates for shares of Class A
Preferred Stock issued by the Corporation shall conspicuously bear the following
legend:

                           "The Corporation will furnish without charge to the
                           holder of record of this certificate a copy of the
                           Certificate of Incorporation of the Corporation,
                           containing the powers, designations, preferences and
                           relative, participating, optional or other special
                           rights of each class of stock of the Corporation or
                           series thereof and the qualifications, limitations or
                           restrictions of such preferences and/or rights, upon
                           written request to the Corporation at its principal
                           place of business."


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                                    (b) For so long as any of the New Notes
remain outstanding, all certificates for shares of Class A Preferred Stock
issued by the Corporation shall conspicuously bear the following legend:

                           "The ownership of the shares represented by this
                           certificate shall follow the ownership of the New
                           Notes (as defined in the Certificate of Incorporation
                           of the Corporation) with respect to which such shares
                           were issued, as prescribed in more detail in the
                           Certificate of Incorporation of the Corporation.
                           Accordingly, transfers of the shares represented by
                           this Certificate are prescribed and restricted by the
                           provisions of the Certificate of Incorporation of the
                           Corporation."

                           (xii)    PROTECTIVE PROVISION. So long as any shares
         of Class A Preferred Stock remain outstanding, the Corporation shall
         not, without the vote or written consent by the holders of at least a
         majority of the then outstanding shares of Class A Preferred Stock,
         authorize or issue, or obligate itself to issue, any other shares of
         Preferred Stock (including any security convertible into or exercisable
         for any shares of Preferred Stock) senior to or on parity with the
         Series A Preferred Stock as to any dividend rights, redemption rights
         or liquidation preferences.

                           (xiii)   SEVERABILITY. If any right, preference or
         limitation of any class of stock set forth in this Amended and Restated
         Certificate of Incorporation (as such Amended and Restated Certificate
         of Incorporation may be amended from time to time) is invalid, unlawful
         or incapable of being enforced by reason of any rule or law or public
         policy, all other rights, preferences and limitations set forth in this
         Amended and Restated Certificate of Incorporation (as so amended) which
         can be given effect without the invalid, unlawful or unenforceable
         right, preference or limitation shall, nevertheless, remain in full
         force and effect, and no right, preference or limitation herein set
         forth shall be deemed dependent upon any other such right, preference
         or limitation unless so expressed herein.

                           C.       PROVISIONS RELATING TO THE PREFERRED STOCK.
         Shares of Preferred Stock may be issued from time to time in one or
         more series, and the Board of Directors of the Corporation is hereby
         authorized, subject to the limitations provided by law, to establish
         and designate one or more series of Preferred Stock, to fix the number
         of shares constituting each series, and to fix the designation, powers,
         preferences and relative, participating, optional or other special
         rights, and qualifications, limitations or restrictions thereof, of
         each series and the variations and the relative rights, preferences and
         limitations as between series, and to increase and to decrease the
         number of shares constituting each series (in each case subject to the
         rights of the holders of the Common Stock and Series A Preferred Stock
         set forth above). The authority of the Board of Directors of the
         Corporation with respect to each series shall include, but shall not be
         limited to, the authority to determine the following:


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                           (i) The designation of such series, which may be by
         distinguishing number or letter;

                           (ii) The number of shares initially constituting such
         series;

                           (iii) The increase, and the decrease to a number not
         less than the number of the then outstanding shares of such series, of
         the number of shares constituting such series theretofore fixed;

                           (iv) The rate or rates, and the conditions upon and
         the times at which dividends on the shares of such series shall be
         paid, the preference or relation which such dividends shall bear to the
         dividends payable on any other class or classes or on any other series
         of stock of the Corporation, and whether or not such dividends shall be
         cumulative, and, if such dividends shall be cumulative, the date or
         dates from and after which they shall accumulate;

                           (v) Whether or not the shares of such series shall be
         redeemable and, if such shares shall be redeemable, the terms and
         conditions of such redemption, including, but not limited to, the date
         or dates upon or after which such shares shall be redeemable and the
         amount per share which shall be payable upon such redemption, which
         amount may vary under different conditions and at different redemption
         dates;

                           (vi) The rights to which the holders of the shares of
         such series shall be entitled upon the voluntary or involuntary
         liquidation, dissolution or winding up of, or upon any distribution of
         the assets of, the Corporation, which rights may be different in the
         case of a voluntary liquidation, dissolution or winding up than in the
         case of such an involuntary event;

                           (vii) Whether or not the shares of such series shall
         have voting rights, in addition to the voting rights provided by law
         and, if such shares shall have such voting rights, the terms and
         conditions thereof, including, but not limited to, the right of the
         holders of such shares to vote as a separate class either alone or with
         the holders of shares of one or more other series of Preferred Stock
         and the right to have more than one vote per share;

                           (viii) Whether or not a sinking or a purchase fund
         shall be provided for the redemption or purchase of the shares of such
         series and, if such a sinking fund or purchase fund shall be provided,
         the terms and conditions thereof;

                           (ix) Whether or not the shares of such series shall
         be convertible into, or exchangeable for, shares of any other class or
         classes or any other series of the same or any other class or classes
         of stock or any other security of the Corporation or any other entity
         and, if provision be made for conversion or exchange, the terms and
         conditions of conversion or exchange, including, but not limited to,
         any provision for the adjustment of the conversion or exchange rate or
         price; and

                           (x) Any other relative rights, preferences and
         limitations.


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                  FIFTH:   The Board of Directors of the Corporation shall have
the power to adopt, amend or repeal By-laws of the Corporation.

                  SIXTH:   Elections of directors need not be by written ballot.

                  SEVENTH: No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that nothing in this Article
SEVENTH shall eliminate or limit the liability of any director (i) for 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
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.

                  EIGHTH:  The Corporation shall, to the fullest extent
permitted by the provisions of Section 145 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented, indemnify any
and all persons whom it shall have the power to indemnify under said section
from and against any and all of the expenses, liabilities, or other matters
referred to in said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.

                  NINTH:   Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the 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 the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the 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 the 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
the stockholders or class of stockholders of the Corporation, as the case may
be, to be summoned in such manner as said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or the stockholders or class of stockholders of the Corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of the
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 the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation."

                                      * * *

         4.       This Amended and Restated Certificate of Incorporation has
been duly adopted by the Corporation's Board of Directors and stockholders in
accordance with the applicable


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<PAGE>   13
provisions of Sections 228, 242 and 245 of the General Corporation Law of the
State of Delaware.

         Executed in New York City, New York, on March 29, 2001.


                                              __________________________________
                                              John C. Prebich, President

                                              __________________________________
                                              Laurence B. Sutter, Secretary


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