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                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                            HEAFNER TIRE GROUP, INC.

         I, the undersigned, for the purposes of incorporating and organizing a
corporation under the General Corporation Law of the State of Delaware (as the
same may be amended, supplemented or repealed from time to time, the "Act"), do
hereby certify as follows:

                                    ARTICLE 1
                                 CORPORATE NAME.

         The name of the Corporation is Heafner Tire Group, Inc.

                                    ARTICLE 2
                                REGISTERED AGENT.

         The address, including street, number, city, and county, 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, and the name of the
registered agent of the Corporation in the State of Wilmington at such address
is Corporation Service Company.

                                    ARTICLE 3
                                    PURPOSE.

         The purpose of the Corporation is to conduct any lawful business, to
promote any lawful purpose, and to engage in any lawful act or activity for
which a corporation may be organized under the Act.

                                    ARTICLE 4
                                 CAPITAL STOCK.

         Section 4.1. Shares Authorized. The total number of shares of capital
stock which the Corporation shall have authority to issue is (i) 30,000,000
shares of Common Stock, par value of $.01 per share (the "Common Stock"), and
(ii) 11,500 shares of Preferred Stock with a par value of $.01 per share (the
"Preferred Stock").

         Section 4.2. Common Stock. The Common Stock shall have such rights,
powers and privileges as provided in these Articles, in any amendment to these
Articles and under applicable law. Of the 30,000,000 shares of Common Stock
authorized for issuance by the Corporation, 10,000,000 shall initially be
designated Class A Common Stock (the "Class A Common Stock")

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and 20,000,000 shall initially be designated Class B Common Stock (the "Class B
Common Stock").

         Section 4.3. Preferred Stock. The Preferred Stock shall have such
voting powers, designations, preferences, such other relative, participating,
optional and other special rights, and such qualifications, limitations and
restrictions as provided in these Articles and in any amendment to these
Articles. Of the 11,500 shares of Preferred Stock authorized for issuance by the
Corporation, 7,000 shares shall initially be designated Series A Cumulative
Redeemable Preferred Stock (the "Series A Preferred Stock") and 4,500 shares
shall initially be designated Series B Cumulative Redeemable Preferred Stock
(the "Series B Preferred Stock" and, together with the Series A Preferred Stock,
the "Kelly Preferred Stock"). The stated value of the Series A Preferred Stock
(the "Series A Liquidation Preference") shall be $1,000.00 per share. The stated
value of the Series B Preferred Stock (the "Series B Liquidation Preference")
shall initially be $1,000.00 per share and shall be adjusted from time to time
as provided in Section 6.3.

         Section 4.4. Rank of Capital Stock. With respect to dividend rights and
other rights upon liquidation, dissolution or winding up of the Corporation, (i)
the Series A Preferred Stock and the Series B Preferred Stock shall rank on a
parity with each other and senior to the Common Stock and (ii) the Class A
Common Stock and the Class B Common Stock shall rank on a parity with each
other. Other classes or series of capital stock may, subject to the provisions
of these Articles and applicable law, be authorized by the Board of Directors
that rank (as to payment of dividends or distribution of assets upon
liquidation, dissolution or winding up) senior to ("Senior Stock"), on a parity
with ("Parity Stock") or junior to ("Junior Stock") other classes or series of
capital stock.

         Section 4.5. No Preemptive Rights. No holder of shares of capital stock
of the Corporation shall have preemptive rights to acquire unissued shares of
capital stock of the Corporation under these Articles.


                                    ARTICLE 5
                                  COMMON STOCK.

         Section 5.1. Voting Rights. (a) Each outstanding share of Class A
Common Stock shall be entitled to vote on each matter on which the stockholders
of the Corporation shall be entitled to vote, and each holder of Class A Common
Stock shall be entitled to twenty votes for each share of such stock held by
such holder.

         (b) Each outstanding share of Class B Common Stock shall be entitled to
vote on each matter on which the stockholders of the Corporation shall be
entitled to vote, and each holder of Class B Common Stock shall be entitled to
one vote for each share of such stock held by such holder.

         c) Except as otherwise provided by the Act, the holders of Class A
Common Stock and the holders of Class B Common Stock shall vote together as a
single class on all matters on which the stockholders of the Corporation shall
be entitled to vote.



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         Section 5.2. Dividends and Distributions. The holders of shares of
Class A Common Stock and the holders of Class B Common Stock shall be entitled
to receive dividends or other distributions, which must be identical for each of
the Class A Common Stock and the Class B Common Stock, out of the assets of the
Corporation legally available therefor when, as and if declared by the Board of
Directors.

         Section 5.3. Liquidation, Dissolution or Winding Up. In the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, holders of Common Stock shall be entitled to share ratably in the
net assets of the Corporation remaining after payment or provision for payment
of the debts and liabilities of the Corporation and all amounts payable to
holders of Senior Stock.

         Section 5.4. Automatic Conversion of Class B Stock. Each share of Class
B Common Stock shall automatically convert into one share of Class A Common
Stock without the requirement of any further action on the part of the
Corporation or its stockholders upon the earliest to occur of (i) an initial
public offering of the Class A Common Stock in connection with a registration of
the Class A Common Stock under the Securities Act of 1933, as amended, (ii) the
occurrence of any condition or event which results in the acceleration of the
maturity of the indebtedness evidenced by the Debt Documents (as defined below
in Section 6.6), and (iii) an order for relief under Title 11 of the United
States Code is entered against the Company.

         Section 5.6. Other Rights. Except as otherwise required by the Act or
as otherwise provided in these Articles, each share of Class A Common Stock and
each share of Class B Common Stock shall have identical powers, rights and
privileges.

                                    ARTICLE 6
                             KELLY PREFERRED STOCK.

The Kelly Preferred Stock shall have the following voting powers, preferences
and other rights, qualifications, limitations and restrictions:

         Section 6.1. Series A Dividends and Distributions. (a) Holders of
shares of Series A Preferred Stock, in preference to the holders of shares of
Common Stock and any shares of other capital stock of the Corporation other than
shares of Parity Stock or Senior Stock with respect to the Series A Preferred
Stock, shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Corporation legally available therefor,
cumulative cash dividends (the "4% Series A Dividends") on the Series A
Liquidation Preference of such shares at an annual rate of 4.0%; provided that,
if as of December 31, 1997 (i) the Corporation and its subsidiaries are not
ordering all of their respective requirements of "Winston" brand tires from The
Kelly-Springfield Tire Company, a division of The Goodyear Tire and Rubber
Company (together with its affiliates, "Kelly-Springfield"), and (ii)
Kelly-Springfield is otherwise ready, willing and able to supply the Corporation
and its subsidiaries with such "Winston" brand tires in accordance with the
terms set forth in the Supply Agreement (as defined below in Section 6.5(c)),
then, beginning immediately thereafter and continuing until such time as the
earlier of (1) the Corporation and its



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affiliates are ordering all of such "Winston" brand tires from Kelly-Springfield
and (2) the Kelly Preferred Stock has been redeemed in full, the annual rate of
the 4% Series A Dividends shall be at the greater of (x) 4% and (y) 120% of the
Prime Rate (as defined below in Section 6.1(b)) (the "Adjusted Series A Dividend
Rate"). The 4% Series A Dividends shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months, and shall accrue and be payable, in
immediately available funds, due on the last Business Day of each calendar month
(each a "4% Dividend Monthly Payment Date"). Payment of 4% Series A Dividends on
shares of Series A Preferred Stock shall commence on the first 4% Dividend
Monthly Payment Date following the date of original issue of such shares (the
"Series A Issue Date"). The first payment of 4% Series A Dividends on such
shares shall be in an amount equal to the product of (i) the quotient obtained
by dividing (1) the product of the Series A Liquidation Preference of such
shares and 4.0% by (2) 12 and (ii) the quotient obtained by dividing (x) the
number of days from and including the Series A Issue Date up to and excluding
the initial 4% Dividend Monthly Payment Date by (y) 30. If holders of shares of
Series A Preferred Stock are entitled to receive 4% Series A Dividends on a date
other than a 4% Dividend Monthly Payment Date (a "4% Dividend Special Payment
Date"), such payment shall be in an amount equal to the product of (i) the
quotient obtained by dividing (1) the product of the Series A Liquidation
Preference of such shares and 4.0% or the Adjusted Series A Dividend Rate, as
applicable, by (2) 12 and (ii) the quotient obtained by dividing (x) the number
of days from and including the date of such immediately preceding 4% Dividend
Monthly Payment Date up to and excluding the 4% Dividend Special Payment Date by
(y) 30. All other payments of 4% Series A Dividends shall accrue from and
including the immediately preceding 4% Dividend Monthly Payment Date or 4%
Dividend Special Payment Date, as applicable, to but excluding the following 4%
Dividend Monthly Payment Date or 4% Dividend Special Payment Date, as
applicable. "Business Day" means any day other than a Saturday, Sunday or other
day on which banks in Atlanta, Georgia are authorized to close.

         (b) In addition to the 4% Series A Dividends, holders of Series A
Preferred Stock, in preference to the holders of shares of Common Stock and any
shares of other capital stock of the Corporation other than shares of Parity
Stock or Senior Stock with respect to the Series A Preferred Stock, shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
the assets of the Corporation legally available therefor, cumulative cash
dividends (the "Series A Additional Dividends" and, together with the 4% Series
A Dividends, the "Series A Dividends") in an amount equal to the product of the
Series A Liquidation Preference of such shares and the Applicable Rate (as
defined below). The Series A Additional Dividends shall accrue and be payable in
immediately available funds on the last Business Day of January of each year
(each an "Additional Dividend Payment Date"), with the first such Series A
Additional Dividend to accrue and be payable on the last Business Day of January
1999; provided that, if in any calendar year immediately preceding an Additional
Dividend Payment Date a 4% Series A Dividend accrues and becomes payable at the
Adjusted Series A Dividend Rate, the amount of the Series A Additional Dividend
that accrues and becomes payable on such Additional Dividend Payment Date shall
be reduced by an amount equal to the excess, if any, of (x) the aggregate amount
of the 4% Series A Dividends that accrued and became payable in such calendar
year over (y) the aggregate amount of such Series A Dividends that would have
accrued and become payable in such calendar year if the Adjusted Series A
Dividend Rate had not applied in such calendar year. The "Applicable Rate" for
determining the amount of the Series A Additional Dividend for each Additional
Dividend



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Payment Date shall be the percentage rate set forth opposite such date
(and corresponding to the applicable number of Units Purchased (as defined
below)) set forth below:

--------------------------------------------------------------------------------
          Additional Dividend
             Payment Date        Units Purchased         Applicable Rate
--------------------------------------------------------------------------------
January 1999                Less than 1,000,000            Standard Rate
                            1,000,000-1,099,999                4.0
                            1,100,000-1,199,999                3.0
                            1,200,000-1,299,999                2.0
                            1,300,000-1,399,999                1.0
                            1,400,000 or more                  0.0
--------------------------------------------------------------------------------
January 2000                Less than 1,100,000           Standard Rate
                            1,100,000-1,199,999                4.0
                            1,200,000-1,299,999                3.0
                            1,300,000-1,399,999                2.0
                            1,400,000-1,499,999                1.0
                            1,500,000 or more                  0.0
--------------------------------------------------------------------------------
January 2001                Less than 1,144,000           Standard Rate
                            1,144,001-1,247,999                4.0
                            1,248,000-1,351,999                3.0
                            1,352,000-1,455,999                2.0
                            1,456,000-1,559,999                1.0
                            1,560,000 or more                  0.0
--------------------------------------------------------------------------------
January 2002                Less than 1,189,760           Standard Rate
                            1,189,761-1,297,919                4.0
                            1,297,920-1,406,079                3.0
                            1,406,080-1,514,239                2.0
                            1,514,240-1,622,399                1.0
                            1,622,400 or more                  0.0


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--------------------------------------------------------------------------------
          Additional Dividend
             Payment Date        Units Purchased         Applicable Rate
--------------------------------------------------------------------------------
January 2003               Less than 1,237,350            Standard Rate
                           1,237,351-1,349,836                4.0
                           1,349,837-1,462,322                3.0
                           1,462,323-1,574,809                2.0
                           1,574,810-1,687,295                1.0
                           1,687,296 or more                  0.0
--------------------------------------------------------------------------------
January 2004               Less than 1,286,844            Standard Rate
                           1,286,845-1,403,829                4.0
                           1,403,830-1,520,815                3.0
                           1,520,816-1,637,801                2.0
                           1,637,802-1,754,787                1.0
                           1,754,788 or more                  0.0
--------------------------------------------------------------------------------
January 2005               Less than 1,338,318            Standard Rate
                           1,338,319-1,459,982                4.0
                           1,459,983-1,581,648                3.0
                           1,581,649-1,703,313                2.0
                           1,703,314-1,824,978                1.0
                           1,824,979 or more                  0.0
--------------------------------------------------------------------------------
January 2006               Less than 1,391,851            Standard Rate
                           1,391,852-1,518,381                4.0
                           1,518,382-1,644,914                3.0
                           1,644,915-1,771,446                2.0
                           1,771,447-1,897,977                1.0
                           1,897,978 or more                  0.0
--------------------------------------------------------------------------------
January 2007               Less than 1,447,525            Standard Rate
                           1,447,526-1,579,116                4.0
                           1,579,117-1,710,711                3.0
                           1,710,712-1,842,304                2.0
                           1,842,305-1,973,896                1.0
                           1,973,897 or more                  0.0
--------------------------------------------------------------------------------


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Additional Dividend
             Payment Date        Units Purchased         Applicable Rate
--------------------------------------------------------------------------------
January 2008               Less than 1,505,426            Standard Rate
                           1,505,427-1,642,281                4.0
                           1,642,282-1,779,139                3.0
                           1,779,140-1,915,996                2.0
                           1,915,997-2,052,852                1.0
                           2,052,853 or more                  0.0
--------------------------------------------------------------------------------

provided that, in no event shall the Applicable Rate be higher than the Standard
Rate. "Standard Rate" means the excess, if any, of (x) the Prime Rate over (y)
4%. "Prime Rate" means the rate of interest publicly announced from time to time
by BankBoston, N.A., at its head office at 100 Federal Street, Boston,
Massachusetts as its "base" rate as in effect on the Business Day immediately
preceding the applicable dividend payment date. "Units Purchased" means, for any
Additional Dividend Payment Date, the net number of tires (other than "Monarch"
brand tires) purchased by the Corporation and its subsidiaries from
Kelly-Springfield during the calendar year immediately preceding such Additional
Dividend Payment Date, which number of tires shall not include an amount equal
to the sum of (x) 250,000 and (y) an amount equal to the number of premium tires
purchased by the Corporation and its affiliates from Kelly-Springfield in 1996.


         (c) If, as of the close of business on any 4% Dividend Monthly Payment
Date, there is a 4% Series A Dividend Arrearage (as hereinafter defined), an
additional dividend (the "4% Series A Makewhole Dividend") shall accrue on each
share of the Series A Preferred Stock for the period from and including such 4%
Dividend Monthly Payment Date to the earlier of (x) the date on which such 4%
Series A Dividend Arrearage is paid in full and (y) the next succeeding 4%
Dividend Monthly Payment Date, in an amount equal to the product of (i) the
Prime Rate (calculated for such period in accordance with Section 6.1(a)) and
(ii) the amount of such 4% Series A Dividend Arrearage as of such 4% Dividend
Monthly Payment Date. "4% Series A Dividend Arrearage" means, with respect to
each share of Series A Preferred Stock, as of any 4% Dividend Monthly Payment
Date, the excess, if any, of (i) all 4% Series A Dividends accrued to (but
excluding) such 4% Dividend Monthly Payment Date on such share over (ii) all 4%
Series A Dividends actually paid with respect to such share on or before the
close of business on such 4% Dividend Monthly Payment Date.

         (d) If, as of the close of business on any Additional Dividend Payment
Date, there is a Series A Additional Dividend Arrearage (as hereinafter
defined), an additional dividend (the "Additional Series A Makewhole Dividend")
shall accrue on each share of the Series A Preferred Stock for the period from
and including such Additional Dividend Payment Date to the earlier of (x) the
date on which such Additional Series A Dividend Arrearage is paid in full and
(y) the next succeeding Additional Dividend Payment Date, in an amount equal to
the product of (i) the



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Prime Rate and (ii) the amount of such Additional Series A Dividend Arrearage as
of such Additional Dividend Payment Date. "Additional Series A Dividend
Arrearage" means, with respect to each share of Series A Preferred Stock, as of
any Additional Dividend Payment Date, the excess, if any, of (i) all Series A
Additional Dividends accrued to (but excluding) such Additional Dividend Payment
Date on such share over (ii) all Series A Additional Dividends actually paid
with respect to such share on or before the close of business on such Additional
Dividend Payment Date.

         (e) The 4% Series A Dividends shall accrue, and shall be cumulative
from the Series A Issue Date of the underlying shares, whether or not declared
by the Board of Directors. The Series A Additional Dividends shall accrue, and
shall be cumulative from the first day on which such dividends are due, whether
or not declared by the Board of Directors. The 4% Series A Makewhole Dividend
and the Additional Series A Makewhole Dividend, if any, shall accrue, and shall
be cumulative from the date on which a 4% Series A Dividend Arrearage or Series
A Additional Dividend Arrearage arises, whether or not declared by the Board of
Directors. If the Corporation makes a dividend payment on shares of Series A
Preferred Stock in an amount less than the total amount of accrued and payable
dividends on the underlying shares at such time, then the dividends paid shall
be allocated ratably on a share-by-share basis among all shares of Series A
Preferred Stock then outstanding. The Board of Directors may fix a record date
that is no more than sixty days and no less than ten days prior to any date
fixed for payment of a dividend declared on shares of Series A Preferred Stock
to determine the holders of shares of Series A Preferred Stock entitled to
receive such payment. Accumulated but unpaid dividends for any past dividend
periods or payment dates may be declared and paid at any time (without reference
to any regular payment date) to holders of record on a record date fixed by the
Board of Directors that is no more than sixty days and no less than ten days
preceding the date fixed for payment of such dividends.

         (f) The holders of shares of Series A Preferred Stock shall not be
entitled to receive, and the Corporation shall not declare or pay thereon, any
dividends or other distributions except as provided herein. No interest or sum
of money in lieu of interest shall be payable in respect of any dividend payment
or payments on the shares of Series A Preferred Stock which may be in arrears.

         Section 6.2. Series B Dividends and Distributions. (a) If during any
calendar year beginning with 1998 the Corporation and its affiliates do not
purchase from Kelly-Springfield tires with an aggregate purchase price in an
amount equal to or greater than (i) for 1998, $60,000,000, (ii) for 1999,
$80,000,000, and (iii) for each calendar year thereafter, an amount averaging at
least 104% of the aggregate purchase price for tires purchased from
Kelly-Springfield in the prior calendar year, holders of shares of Series B
Preferred Stock, in preference to the holders of shares of Common Stock and any
shares of other capital stock of the Corporation other than shares of Parity
Stock or Senior Stock with respect to the Series B Preferred Stock, shall be
entitled to receive, when, as and if declared by the Board of Directors, out the
assets of the Corporation legally available therefor, cumulative cash dividends
(the "Series B Dividends") on the Series B Liquidation Preference of such shares
at the Prime Rate. The Series B Dividends shall accrue and be payable in
immediately available funds on the last


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Business Day of the month of January following each such calendar year during
which the applicable aggregate purchase price threshold is not equaled or
exceeded (each a "Series B Dividend Payment Date").

         (b) If, as of the close of business on any Series B Dividend Payment
Date, there is a Series B Dividend Arrearage (as hereinafter defined), an
additional dividend (the "Series B Makewhole Dividend") shall accrue on each
share of the Series B Preferred Stock for the period from and including such
Series B Dividend Payment Date to the earlier of (x) the date on which such
Series B Dividend Arrearage is paid in full and (y) the next succeeding Series B
Dividend Payment Date, in an amount equal to the product of (i) the Prime Rate
and (ii) the amount of such Series B Dividend Arrearage as of such Series B
Dividend Payment Date. "Series B Dividend Arrearage" means, with respect to each
share of Series B Preferred Stock, as of any Series B Dividend Payment Date, the
excess, if any, of (i) all Series B Dividends accrued to (but excluding) such
Series B Dividend Payment Date on such share over (ii) all Series B Dividends
actually paid with respect to such share on or before the close of business on
such Series B Dividend Payment Date.

         (c) Series B Dividends shall accrue, and shall be cumulative from the
first day on which such dividends are due, whether or not declared by the Board
of Directors. Series B Makewhole Dividends, if any, shall accrue, and shall be
cumulative from the date on which a Series B Dividend Arrearage arises. If the
Corporation makes a dividend payment on the shares of Series B Preferred Stock
in an amount less than the total amount of accrued and payable dividends on the
underlying shares at such time, then the dividends paid shall be allocated
ratably on a share-by-share basis among all shares of Series B Preferred Stock
then outstanding. The Board of Directors may fix a record date that is no more
than sixty days and no less than ten days prior to any date fixed for payment of
a dividend declared on shares of Series B Preferred Stock to determine the
holders of shares of Series B Preferred Stock entitled to receive such payment.
Accumulated but unpaid dividends for any past dividend periods or payment dates
may be declared and paid at any time (without reference to any regular payment
date) to holders of record on a record date fixed by the Board of Directors that
is no more than sixty days and no less than ten days preceding the date fixed
for payment of such dividends.

         (d) The holders of shares of Series B Preferred Stock shall not be
entitled to receive, and the Corporation shall not declare or pay, any dividends
or other distributions except as provided herein. No interest or sum of money in
lieu of interest shall be payable in respect of any dividend payment or payments
on the shares of Series B Preferred Stock which may be in arrears.

         Section 6.3. Adjustment of Series B Liquidation Preference. After the
date of original issue of the shares of Series B Preferred Stock (the "Series B
Issue Date"), the Series B Liquidation Preference for the outstanding shares of
Series B Preferred Stock on any date (a "Series B Valuation Date") shall be an
amount per share equal to the excess, if any, of (i) $1,000 over (ii) the
quotient obtained by dividing (x) the aggregate Tire Purchase Credit (as defined
below) as of such Series B Valuation Date by (y) the total number of shares of
Series B Preferred Stock outstanding as of such Series B Valuation Date. The
"Tire Purchase Credit" as of any Series B Valuation Date shall be an amount
equal to (x) $1.00 per unit of "Broad Line" tires and



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<PAGE>   10

(y) $2.00 per unit of "HV&Z Performance" tires, in each case purchased by the
Corporation and its affiliates from and including the Series B Issue Date
through such Series B Valuation Date; provided that, for purposes of calculating
the amount of the Tire Purchase Credit, purchases of "Value Line" and "OPP"
tires shall not be counted.

            Section 6.4. Voting Rights.

         (a) Ownership of shares of Kelly Preferred Stock shall entitle the
holders to no voting rights except as provided in this Section 6.4 and under
applicable law.

         (b) So long as any shares of either Series A Preferred Stock or Series
B Preferred Stock shall be outstanding, the Corporation shall not, without the
affirmative vote or written consent of the holders of a majority of the
aggregate number of shares of Series A Preferred Stock or Series B Preferred
Stock then outstanding, as applicable, each considered as a separate series, (i)
alter or change the powers, preferences or rights given to the Series A
Preferred Stock or Series B Preferred Stock, as applicable, by these Articles or
(ii) amend these Articles to increase the authorized amount of Series A
Preferred Stock or Series B Preferred Stock or to authorize or create any Senior
Stock or Parity Stock with respect to the Series A Preferred Stock or Series B
Preferred Stock. The amendment of these Articles to authorize or create, or to
increase the authorized amount of, any Junior Stock shall not be deemed to alter
or change the powers, preferences or rights given to the Series A Preferred
Stock or the Series B Preferred Stock by these Articles. Notwithstanding the
foregoing provisions, the affirmative vote or consent of the holders of the
Series A Preferred Stock or the Series B Preferred Stock, as applicable, shall
not be required for any alteration or change on which the holders would
otherwise be entitled to vote if, at or prior to the time that any such
alteration or change takes effect, due provision is made for the redemption of
all such shares of Series A Preferred Stock or Series B Preferred Stock at the
time outstanding.

         (c) So long as Kelly-Springfield holds (of record and beneficially) all
of the outstanding shares of Kelly Preferred Stock, if on any date (1) any
condition or event shall occur which results in the acceleration of the maturity
of the indebtedness evidenced by the Debt Documents or (2) without the requisite
vote or consent of the holders of Series A Preferred Stock or Series B Preferred
Stock, as applicable, the Corporation adversely alters or changes the powers,
preferences or rights given to such series by these Articles, then the number of
directors constituting the Board of Directors shall, without further action, be
increased by the Specified Number (as defined below) and the holders of shares
of Kelly Preferred Stock shall have, in addition to the other voting rights set
forth in these Articles, the exclusive right, voting separately as a single
class, to elect such Specified Number of directors of the Corporation to fill
such newly created directorships, by written consent as provided herein, or at a
special meeting of such holders called as provided herein. Any such additional
directors shall continue as directors (subject to reelection or removal as
provided in Section 6.4(d)(ii)) and the holders of Kelly Preferred Stock shall
have such additional voting rights until such time as (A) Kelly-Springfield no
longer holds (of record and beneficially) all of the outstanding shares of Kelly
Preferred Stock, (B) in the case of any event described in clause (1) above,
such acceleration of the indebtedness evidenced by the Debt Documents shall have
been rescinded or such indebtedness



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<PAGE>   11

shall have been repaid in full, (C) in the case of clause (2) above, such
adverse alteration or change of the powers, preferences or rights given to the
Series A Preferred Stock or the Series B Preferred Stock, as applicable, shall
have been rescinded or (D) all of the outstanding shares of Kelly Preferred
Stock shall have been redeemed pursuant to Section 6.5, whichever is earlier, at
which time such additional directors shall cease to be directors and such
additional voting rights of the holders of Kelly Preferred Stock shall terminate
subject to revesting in the event of each and every subsequent event of the
character indicated above. "Specified Number" means a number of directors equal
to the number required so that the holders of Kelly Preferred Stock will have
the right to elect, voting separately as a single class, a majority of the Board
of Directors at any time.

         (d) (i) The right of holders of shares of Kelly Preferred Stock to take
any action as provided in Section 6.4(c) may be exercised at any annual meeting
of stockholders or at a special meeting of holders of shares of Kelly Preferred
Stock held for such purpose as hereinafter provided or at any adjournment
thereof, or by the written consent, delivered to the Secretary of the
Corporation, of the holders of the minimum number of shares required to take
such action, which shall be a majority of the outstanding shares of Kelly
Preferred Stock unless otherwise required by law.

         So long as such right to vote continues (and unless such right has been
exercised by written consent of the minimum number of shares required to take
such action), the President of the Company may call, and upon the written
request of holders of record of at least 10% of the outstanding shares of Kelly
Preferred Stock, addressed to the Secretary of the Company at the principal
office of the Company, shall call, a special meeting of the holders of shares
entitled to vote as provided herein. Such meeting shall be held within 30 days
after delivery of such request to the Secretary, at the place and upon the
notice provided by law and in the by-laws of the Company for the holding of
meetings of stockholders.

         (ii) At each meeting of stockholders at which the holders of shares of
Kelly Preferred Stock shall have the right, voting separately as a single class,
to elect the directors of the Corporation as provided in Section 6.4(c), the
presence in person or by proxy of the holders of record of a majority of the
total number of shares of Kelly Preferred Stock then outstanding and entitled to
vote on the matter shall be necessary and sufficient to constitute a quorum. At
any such meeting or at any adjournment thereof:

                  (A) the absence of a quorum of the holders of shares of Kelly
         Preferred Stock shall not prevent the election of directors other than
         those to be elected by the holders of shares of Kelly Preferred Stock,
         and the absence of a quorum of the holders of shares of any other class
         or series of capital stock shall not prevent the election of directors
         to be elected by the holders of shares of Kelly Preferred Stock; and

                  (B) in the absence of a quorum of the holders of shares of
         Kelly Preferred Stock, a majority of the holders of such shares present
         in person or by proxy shall have the power to adjourn the meeting as to
         the actions to be taken by the holders



                                       11
<PAGE>   12

         of shares of Kelly Preferred Stock from time to time and place to place
         without notice other than announcement at the meeting until a quorum
         shall be present.

         For taking of any action as provided in Section 6.4(c) by the holders
of shares of Kelly Preferred Stock, each such holder shall have one vote for
each share of such stock standing in his name on the transfer books of the
Corporation as of any record date fixed for such purpose or, if no such date be
fixed, at the close of business on the Business Day next preceding the day on
which notice is given, or if notice is waived, at the close of business on the
Business Day next preceding the day on which the meeting is held or, if action
is taken by written consent, at the close of business on the Business Day next
preceding the day on which such consent is entered into; provided that shares of
Kelly Preferred Stock owned by the Corporation or any Affiliate of the
Corporation shall not be deemed to be outstanding for purposes of taking any
action as provided in Section 6.4(c).

         Each director elected by the holders of shares of Kelly Preferred Stock
as provided in Section 6.4(c) shall, unless his or her term shall expire earlier
in accordance with the provisions hereof, hold office until the annual meeting
of stockholders next succeeding his or her election or until his or her
successor, if any, is elected and qualified.

         If any director so elected by the holders of Kelly Preferred Stock
shall cease to serve as a director before his or her term shall expire (except
by reason of the termination of the voting rights accorded to the holders of
Kelly Preferred Stock with respect to the Specified Number of directors in
accordance with Section 6.4(c)), the holders of the Kelly Preferred Stock then
outstanding and entitled to vote for such director may, by written consent as
provided herein, or at a special meeting of such holders called as provided
herein, elect a successor to hold office for the unexpired term of the director
whose place shall be vacant.

         Any director elected by the holders of shares of Kelly Preferred Stock
voting separately as a single class may be removed from office with or without
cause by the vote or written consent of the holders of at least a majority of
the then outstanding shares of Kelly Preferred Stock, at the time of removal.

            Section 6.5. Redemption.

         (a) Subject to the restrictions contained in Section 6.6, beginning on
the last Business Day of December 2002, and on the last Business Day of each
June and December thereafter ending on the last Business Day of June 2007 (each
a "Series A Fixed Redemption Date"), the Corporation shall redeem, out of the
assets of the Corporation legally available therefor, a number of outstanding
shares of Series A Preferred Stock equal to the lesser of (x) 700 and (y) the
total number of shares of Series A Preferred Stock outstanding on such Series A
Fixed Redemption Date at a price per share equal to the sum of (1) 100% of the
Series A Liquidation Preference and (2) an amount per share equal to all accrued
and unpaid Series A Dividends, 4% Series A Makewhole Dividends and Additional
Series A Makewhole Dividends on such shares, whether or not declared or payable,
to such Series A Fixed Redemption Date, in immediately available funds. If less
than all of the outstanding shares of Series A Preferred Stock are to be



                                       12
<PAGE>   13

redeemed pursuant to this Section 6.5(a), shares shall be redeemed from all
holders of outstanding Series A Preferred Stock on the date the redemption
notice specified in Section 6.5(g) is mailed, pro rata in proportion (to the
extent practicable) to the number of shares of Series A Preferred Stock held by
each such holder. No fractions of shares shall be redeemed pursuant to this
Section 6.5(a).

         (b) Subject to the restrictions contained in Section 6.6, on the last
business day of June 2007 (the "Series B Fixed Redemption Date"), the
Corporation shall redeem, out of the assets of the Corporation legally available
therefor, all of the outstanding shares of Series B Preferred Stock at a price
per share equal to the sum of (1) 100% of the Series B Liquidation Preference
and (2) an amount per share equal to all accrued and unpaid Series B Dividends
and Series B Makewhole Dividends on such shares, whether or not declared or
payable, to the Series B Fixed Redemption Date, in immediately available funds.

         (c) Subject to the restrictions contained in Section 6.6, no later than
30 Business Days after the termination of the Supply Agreement (the "Supply
Agreement") to be entered into by and between the Corporation and
Kelly-Springfield in connection with Kelly-Springfield's purchase of the Kelly
Preferred Stock (the "Kelly Mandatory Redemption Date"), the Corporation shall
redeem, out of the assets of the Corporation legally available therefor, all of
the shares of Kelly Preferred Stock outstanding on the Kelly Mandatory
Redemption Date at a price per share equal to the sum of (1) the product of (x)
100% of the Series A Liquidation Preference or the Series B Liquidation
Preference, as applicable, and (y) the Applicable Premium then in effect as
provided in paragraph (f) below and (2) an amount per share equal to all accrued
and unpaid Series A Dividends, 4% Series A Makewhole Dividends and Additional
Series A Makewhole Dividends or Series B Dividends and Series B Makewhole
Dividends, as applicable, whether or not declared or payable, to the Kelly
Mandatory Redemption Date, in immediately available funds.

         (d) Subject to the restrictions contained in Section 6.6, if, at any
time after the Series A Issue Date a Change of Control (as defined below)
occurs, the Corporation shall, within 10 Business Days after such occurrence,
send notice of such occurrence to the holders of Kelly Preferred Stock. If,
within 10 Business Days of such notice, (i) the holders of all (but not less
than all) of the outstanding shares of Kelly Preferred Stock send notice to the
Corporation specifying that such holders thereby request that the Corporation
redeem all of the outstanding shares of Kelly Preferred Stock held by each such
holder and (ii) Kelly-Springfield agrees in writing to the termination of the
Supply Agreement, the Corporation shall redeem, out of the assets of the
Corporation legally available therefor, all such shares within 30 Business Days
of the Corporation's receipt of all such requests (the "Change of Control
Redemption Date") at a price per share equal to the sum of (1) the product of
(x) 100% of the Series A Liquidation Preference or the Series B Liquidation
Preference, as applicable, and (y) the Applicable Premium then in effect as
provided in paragraph (f) below and (2) an amount per share equal to all accrued
and unpaid Series A Dividends, 4% Series A Makewhole Dividends and Additional
Series A Makewhole Dividends or Series B Dividends and Series B Makewhole
Dividends, as applicable, whether or not declared or payable, to the Change of
Control Redemption Date, in immediately available funds.



                                       13
<PAGE>   14

         "Change of Control" means such time as (i) any person or "group"
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") other than the Principal Shareholders (as defined below), Family
Members (as defined below) or Kelly-Springfield is or becomes the beneficial
owner, directly or indirectly, of outstanding shares of capital stock of the
Corporation, entitling such person or persons to exercise 50% or more of the
total votes entitled to be cast at a regular or special meeting, or by action by
written consent, of stockholders of he Corporation (the term "beneficial owner"
shall be determined in accordance with Rule 13d-3, promulgated by the Securities
and Exchange Commission under the Exchange Act), (ii) a majority of the Board of
Directors shall consist of persons other than Continuing Directors (the term
"Continuing Director" shall mean any member of the Board of Directors on the
Series A Issue Date, any member of the Board of Directors elected by
Kelly-Springfield pursuant to Section 6.4(c) of these Articles and any other
member of the Board of Directors who shall be recommended or elected to succeed
or become a Continuing Director by a majority of Continuing Directors who are
then members of the Board of Directors), (iii) the stockholders of the
Corporation shall have approved a recapitalization, reorganization, merger,
consolidation or similar transaction, in each case, with respect to which all or
substantially all the persons who were the respective beneficial owners of the
outstanding shares of capital stock of the Corporation immediately prior to such
recapitalization, reorganization, merger, consolidation or similar transaction
will beneficially own, directly or indirectly, less than 50% of the combined
voting power of the then outstanding shares of capital stock of the Corporation
resulting from such recapitalization, reorganization, merger consolidation or
similar transaction; or (iv) the stockholders of the Corporation shall have
approved the sale or other disposition of all or substantially all the assets of
the Corporation in one transaction or in a series of related transactions to a
person not owning or controlling, or any entity not owned or controlled by the
holders of, directly or indirectly, 50% or more of the combined voting power of
the outstanding shares of capital stock of the Corporation immediately prior to
such disposition. "Family Member" means (i) a member of a Principal
Shareholder's family, which shall include her or his ancestors, spouse,
siblings, descendants or spouses (or surviving spouse) of descendants, or (ii) a
trust, corporation, partnership or other entity, all of the beneficial interests
in which shall be held by a Principal Shareholder or one or more persons
described in clause (I); provided, that during the period any such trust,
corporation, partnership or other entity holds any right, title or interest in
any Common Stock, no Person other than such Principal Shareholder or one or more
Family Members of such Principal Shareholder of the type listed in clause (i)
may be or become beneficiaries, stockholders or limited or general partners or
owners thereof. "Principal Shareholders" means Ann Heafner Gaither, William H.
Gaither, Susan Gaither Jones and Thomas R. Jones.

         (e) Subject to the restrictions contained in Section 6.6, at any time
after the Series A Issue Date, the Corporation may, in its sole discretion,
redeem all (but not less than all) of the outstanding shares of Kelly Preferred
Stock, out of the assets of the Corporation legally available therefor, at a
price per share equal to the sum of (1) the product of (x) 100% of the Series A
Liquidation Preference or the Series B Liquidation Preference, as applicable,
and (y) the Applicable Premium then in effect as provided in paragraph (f) below
and (2) an amount per share equal to all accrued and unpaid Series A Dividends,
4% Series A Makewhole Dividends



                                       14
<PAGE>   15

and Additional Series A Makewhole Dividends or Series B Dividends and Series B
Makewhole Dividends, as applicable, whether or not declared or payable, to the
Optional Redemption Date (as defined below), in immediately available funds.
"Optional Redemption Date" means, with respect to a redemption pursuant to this
Section 6.5(e), the date specified for such redemption in the notice to the
holders of the Kelly Preferred Stock required under Section 6.5(g).

         (f) The "Applicable Premium" for each of the following periods shall be
the number set forth opposite such period below:

------------------------------------------------------------------------------
            Period                                         Applicable Premium
------------------------------------------------------------------------------
Series A Issue Date through first anniversary                    1.22
------------------------------------------------------------------------------
After first anniversary through second anniversary               1.20
------------------------------------------------------------------------------
After second anniversary through third anniversary               1.18
------------------------------------------------------------------------------
After third anniversary through fourth anniversary               1.15
------------------------------------------------------------------------------
After fourth anniversary through fifth anniversary               1.10
------------------------------------------------------------------------------
After fifth anniversary                                          1.00
------------------------------------------------------------------------------

         (g) Notice of any redemption of shares of Kelly Preferred Stock
pursuant to this Section 6.5 shall be mailed at least 10, but not more than 30,
days prior to the date fixed for redemption to each holder of shares of Kelly
Preferred Stock to be redeemed, at such holder's address as it appears on the
transfer books of the Corporation. Such notice shall include instructions for
the surrender of the Kelly Preferred Stock to be redeemed and the receipt of
payment therefor. In order to facilitate the redemption of shares of Kelly
Preferred Stock pursuant to this Section 6.5, the Board of Directors may fix a
record date for the determination of shares of Kelly Preferred Stock to be
redeemed, or may cause the transfer books of the Corporation for the Kelly
Preferred Stock to be closed, not more than 30 days or less than 10 days prior
to the date fixed for such redemption.

         (h) Notice of redemption having been given as aforesaid, upon the date
fixed for redemption in respect of shares of Kelly Preferred Stock to be
redeemed pursuant to this Section 6.5, notwithstanding that any certificates for
such shares shall not have been surrendered for cancellation, from and after the
date of redemption designated in the notice of redemption, (i) the shares of
Kelly Preferred Stock represented thereby shall no longer be deemed outstanding,
(ii) the rights to receive dividends thereon shall cease to accrue, and (iii)
all rights of the holders of shares of Kelly Preferred Stock to be redeemed
shall cease and terminate, excepting only the right to receive the applicable
redemption price.



                                       15
<PAGE>   16

         Section 6.6. Limitations on Mandatory Redemption and Dividends.
Notwithstanding anything to the contrary in these Articles, so long as any
amounts are outstanding under any Debt Documents (as defined below) or any
commitments to lend under the Debt Documents have not been terminated, the
Corporation shall not make payment in respect of any redemption permitted or
otherwise required by Section 6.5, or declare, make or pay any dividend or
distribution in respect of any shares of Kelly Preferred Stock if any Event of
Default (as defined in the Debt Documents) or default under any of the Debt
Documents or any event which, upon notice or lapse of time, or both, would
constitute an Event of Default has occurred and is continuing or would result
therefrom and has not been cured or waived in writing by the requisite vote of
the holders of the indebtedness represented by the Debt Documents. "Debt
Documents" means the Loan and Security Agreement, dated as of the Series A Issue
Date between the Corporation, Oliver & Winston, Inc., the financial institutions
party thereto and BankBoston, N.A., as agent, and the Senior Subordinated Note
and Warrant Purchase Agreement, dated the Series A Issue Date, by and among the
Corporation and The 1818 Mezzanine Fund, L.P., and the notes, mortgages,
security documents, guaranties and other agreements entered into in connection
therewith (each as amended, modified, supplemented and/or restated from time to
time in accordance with its terms, including any replacement agreement therefor
and any refinancing of the debt incurred thereunder, which refinancing may
result in a greater principal amount outstanding in connection therewith).

         Section 6.7. Reacquired Shares. Any shares of Kelly Preferred Stock
exchanged, redeemed, purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares of Kelly Preferred Stock shall upon their cancellation
become authorized but unissued shares of preferred stock, par value $.01 per
share, of the Corporation and, upon the filing of an appropriate charter
amendment with the Secretary of State of the State of Delaware, may be reissued
as part of another series of preferred stock, par value $.01 per share, of the
Corporation subject to the conditions or restrictions on issuance set forth
herein, but in any event may not be reissued as shares of Kelly Preferred Stock
or other Parity Stock unless all of the shares of Kelly Preferred Stock shall
have already been redeemed.

         Section 6.8. Liquidation, Dissolution or Winding Up. (a) If the
Corporation shall commence a voluntary case under the United States bankruptcy
laws or any applicable bankruptcy, insolvency or similar law of any other
country, or consent to the entry of an order for relief in an involuntary case
under any such law or to the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Corporation
or of any substantial part of its property, or make an assignment for the
benefit of its creditors, or admit in writing its inability to pay its debts
generally as they become due, or if a decree or order for relief in respect of
the Corporation shall be entered by a court having jurisdiction in the premises
in an involuntary case under the United States bankruptcy laws or any applicable
bankruptcy, insolvency or similar law of any other country, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Corporation or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and on account of any
such event the Corporation shall liquidate, dissolve or wind up, or if the
Corporation shall otherwise liquidate, dissolve or wind up, no distribution
shall be made (i) to the holders of shares



                                       16
<PAGE>   17

of Junior Stock with respect to the Kelly Preferred Stock unless, prior thereto,
the holders of shares of Kelly Preferred Stock shall have received an amount
equal to the Series A Liquidation Preference or the Series B Liquidation
Preference, as applicable, plus all accrued and unpaid dividends, whether or not
declared or currently payable, to the date of distribution, with respect to each
outstanding share, or (ii) to the holders of shares of Parity Stock with respect
to the Kelly Preferred Stock, except distributions made ratably on the Kelly
Preferred Stock and all other Parity Stock in proportion to the total amounts to
which the holders of all shares of Kelly Preferred Stock and other Parity Stock
are entitled upon such liquidation, dissolution or winding up.

         (b) Neither the consolidation or merger of the Corporation with or into
any other person or entity nor the sale, lease, exchange (for cash, shares of
stock, securities or other consideration) or other distribution to another
person or entity of all or substantially all the assets, property or business of
the Corporation shall be deemed to be a liquidation, dissolution or winding up
of the Corporation for purposes of this Section 6.8.

         Section 6.9. Exercise of Rights. (a) The rights of holders of shares of
Kelly Preferred Stock to take any action as provided in Article 6 hereof may be
exercised at any annual meeting of stockholders or by the written consent,
delivered to the Secretary of the Corporation, of the holders of the minimum
number of shares required to take such action, which shall be a majority of the
outstanding shares of Series A Preferred Stock or Series B Preferred Stock, as
applicable, unless otherwise required by law.

         (b) For taking of any action as provided in this Article 6 by the
holders of shares of Kelly Preferred Stock, each such holder shall have one vote
for each share of such stock standing in its name on the transfer books of the
Corporation as of any record date fixed for such purpose or, if no such date be
fixed, at the close of business on the Business Day next preceding the day on
which notice is given, or if notice is waived, at the close of business on the
Business Day next preceding the day on which the meeting is held.

                                    ARTICLE 7
                              CORPORATE EXISTENCE.

The Corporation is to have perpetual existence.

                                    ARTICLE 8
                              CORPORATE GOVERNANCE.

For the management of the business and for the conduct of the affairs of the
Corporation, and in further definition, limitation, and regulation of the powers
of the Corporation and of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided:

         Section 8.1. Management. The management of the business and the conduct
of the affairs of the Corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the By-



                                       17
<PAGE>   18

laws. The election of directors need not be by written ballot except and to the
extent provided in the By-laws of the Corporation.

         Section 8.2. Amendment of Articles. From time to time any of the
provisions of these Articles may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
these Articles are granted subject to the provisions of this Section 8.2.

         Section 8.3. Amendment of By-laws. The Board of Directors shall,
subject to Section 109 of the Act, have the power to adopt, amend, or repeal the
By-laws of the Corporation.

         Section 8.4. Indemnification of Directors. To the fullest extent
permitted by the Act, no director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. No amendment, modification or repeal of this Section 8.4
shall adversely affect any right or protection of a director that exists at the
time of such amendment, modification or repeal.

         Section 8.5. Indemnification of Authorized Persons. The Corporation
shall, to the fullest extent permitted by the Act, indemnify any and all persons
whom it shall have power to indemnify thereunder from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by the Act
and may advance funds to such persons in respect of such expenses, liabilities
or other matters. 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 or her 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.

         The name and the mailing address of the incorporator are:

                          Edgar B. Fisher, III
                          NationsBank Corporate Center
                          100 North Tryon Street, Floor 47
                          Charlotte, North Carolina 28202-4003

         I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State Delaware, do make this certificate, hereby declaring and certifying that
this is my act and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this 28th day of December, 1998.


                                       /s/ Edgar B. Fisher, III
                                       -----------------------------------
                                       Edgar B. Fisher, III, Incorporator



                                       18