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                                                                    EXHIBIT 3.18

                                    RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                            HEAFNER TIRE GROUP, INC.

         Heafner Tire Group, Inc. (the "Corporation"), a corporation formed
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amended, supplemented or repealed from time to time, the "Act"), hereby
certifies as follows:

         1. The original Certificate of Incorporation of the Corporation was
filed on December 29, 1998.

         2. This Restated Certificate of Incorporation (hereinafter referred to
as the "Articles") was duly adopted in accordance with provisions of Sections
242 and 245 of the Act by a resolution duly adopted at a meeting of the Board of
Directors and by written consent of the Stockholders of the Corporation.

         3. The Corporation's Certificate of Incorporation is amended and
restated in its entirety 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 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808, in the 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.


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                                    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) 15,000,000
shares of Common Stock, par value of $.01 per share (the "Common Stock"), and
(ii) 1,344,834 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.

         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 1,344,834 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"), 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") and 1,333,334 shares shall initially be designated
Series C Preferred Stock (the "Series C 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. The stated value
of the Series C Preferred Stock shall initially be $9.00 per share and shall be
adjusted from time to time as provided in Section 6A.2.

         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 Series C Preferred Stock and Common
Stock and (ii) the Series C Preferred Stock shall rank junior to the Series A
Preferred Stock and Series B Preferred Stock and senior to the Common Stock.
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.


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                                    ARTICLE 5
                                  COMMON STOCK.

         Section 5.1. Voting Rights. Each outstanding share of 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 Common Stock shall be
entitled to one vote for each share of Common Stock held by such holder.

         Section 5.2. Dividends and Distributions. The holders of shares of
Common Stock shall be entitled to receive dividends or other distributions 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.


                                    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 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


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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 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:


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--------------------------------------------------------------------------------
   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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<PAGE>   7



   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 Fleet National Bank at its 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 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


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<PAGE>   8

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 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").


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<PAGE>   9

         (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 (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.



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<PAGE>   10

         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 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


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<PAGE>   11

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 Corporation 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 Corporation at the principal
office of the Corporation, 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 Corporation 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 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


                                       11

<PAGE>   12

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
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).


                                       12

<PAGE>   13

         (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) Reserved.

         (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 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


                                       13

<PAGE>   14

--------------------------------------------------------------------------------
      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.

         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


                                       14

<PAGE>   15

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 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.


                                       15

<PAGE>   16

         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 6A
                            SERIES C PREFERRED STOCK.

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

         Section 6A.1. Dividends and Distributions.

         (a) Cumulative 12% Dividends. Holders of shares of Series C 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 C Preferred Stock, shall be entitled to
receive, out of the assets of the Corporation legally available therefor,
cumulative cash dividends (the "Series C Dividends") on the Series C Liquidation
Preference of such shares at an annual rate of 12.0% (compounded quarterly and
calculated on the basis of a 365/366 day year and the actual number of days
elapsed), accruing in equal quarterly installments on the last Business Day of
each fiscal quarter of the Corporation, commencing on the last Business Day of
the second fiscal quarter of the Corporation's 2001 fiscal year. Series C
Dividends shall accrue and shall be cumulative from the first date Series C
Preferred Stock shall have been issued by the Company (the "Series C Issue
Date") whether or not declared by the Board of Directors. Subject in each case
to Sections 4.4 and 6A.7, (i) accumulated but unpaid dividends for any past
quarterly dividend periods may be declared and paid at any time, without
reference to any regular quarterly dividend payment date, to holders of record
on any date fixed by the Board of Directors in accordance with these Articles
and applicable law and (ii) accumulated but unpaid dividends for any current
quarterly dividend period may be declared and paid in cash by the Board of
Directors (in which case such dividend payment shall not accrue and be
cumulative), to holders of record on any date fixed by the Board of Directors in
accordance with these Articles and applicable law. The "Series C Liquidation
Preference" shall initially be $9.00 per share of Series C Preferred Stock, and
shall be adjusted appropriately from time to time after the Series C Issue Date
to reflect stock splits, combinations and reclassifications with respect to the
Series C Preferred Stock.


                                       16

<PAGE>   17

         (b) Participating Dividends. Subject to Sections 4.4 and 6A.7, in
addition to the Series C Dividends, in the event that the Corporation shall
declare a dividend or make any other distribution (including, without
limitation, in cash, in capital stock (which shall include, without limitation,
any options, warrants, convertible securities or other rights to acquire capital
stock) of the Corporation, whether or not pursuant to a shareholder rights plan,
"poison pill" or similar arrangement, or other property or assets) on or with
respect to shares of Common Stock other than a dividend paid solely in Common
Stock, then the Board of Directors shall declare, and the holder of each share
of Series C Preferred Stock shall be entitled to receive in respect of each
share of Series C Preferred Stock, a dividend or distribution in an amount equal
to the amount of such dividend or distribution received by a holder of the
number of shares of Common Stock for which such share of Series C Preferred
Stock is convertible on the record date for such dividend or distribution. Any
such amount shall be paid to the holders of shares of Series C Preferred Stock
at the same time such dividend or distribution is made to holders of Common
Stock.

         (c) Other Provisions. The holders of shares of Series C Preferred Stock
shall not be entitled to receive any dividends or other distributions with
respect to the Series C Preferred Stock except as provided in this Article 6A.
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 C Preferred Stock which
may be in arrears.

         Section 6A.2. Conversion of Series C Preferred Stock.

         (a) Conversion Right. Any holder of Series C Preferred Stock shall have
the right, at its option, at any time and from time to time, to convert, subject
to the terms and provisions of this Section 6A.2, any or all of such holder's
shares of Series C Preferred Stock into such number of fully paid and
non-assessable shares of Common Stock as is equal, subject to Section 6A.2(g),
to the product of the number of shares of Series C Preferred Stock being so
converted multiplied by the quotient of (i) the Series C Liquidation Preference
then in effect divided by (ii) the Series C Conversion Price (as defined below)
then in effect. The "Series C Conversion Price" shall initially be $9.00, and is
subject to adjustment as set forth in Section 6A.2(d). Such conversion right
shall be exercised by the surrender of the shares to be converted to the
Corporation at any time during usual business hours at its principal place of
business, accompanied by a written notice in which the holder elects to convert
such shares and specifies the name or names (with address) in which a
certificate or certificates for shares of Common Stock are to be issued and (if
so required by the Corporation) by a written instrument or instruments of
transfer in form reasonably satisfactory to the Corporation duly executed by the
holder or its duly authorized legal representative and transfer tax stamps or
funds therefor, if required pursuant to Section 6A.2(j). All shares surrendered
for conversion shall be delivered to the Corporation for cancellation and
canceled by it and no shares of Series C Preferred Stock shall be issued in lieu
thereof.

          (b) As promptly as practicable after the surrender of any shares of
Series C Preferred Stock for conversion pursuant to Section 6A.2(a), the
Corporation shall deliver to or upon the written order of the holder of the
shares of Series C Preferred Stock so surrendered a certificate or certificates
representing the number of fully paid and non-assessable shares of Common Stock
into which such shares of Series C Preferred Stock may be or have been converted
in accordance


                                       17

<PAGE>   18

with the provisions of this Section 6A.2. Subject to the following provisions of
this paragraph and of Section 6A.2(d), such conversion shall be deemed to have
been made immediately prior to the close of business on the date that such
shares of Series C Preferred Stock shall have been surrendered in satisfactory
form for conversion, and the person or persons entitled to receive the Common
Stock deliverable upon conversion of such shares of Series C Preferred Stock
shall be treated for all purposes as having become the record holder or holders
of such Common Stock at such appropriate time, and such conversion shall be at
the Series C Conversion Price in effect at such time; provided, however, that no
surrender shall be effective to constitute the person or persons entitled to
receive the Common Stock deliverable upon such conversion as the record holder
or holders of such Common Stock while the share transfer books of the
Corporation shall be closed (but not for any period in excess of five days), but
such surrender shall be effective to constitute the person or persons entitled
to receive such Common Stock as the record holder or holders thereof for all
purposes immediately prior to the close of business on the next succeeding day
on which such share transfer books are open, and such conversion shall be deemed
to have been made at, and shall be made at the Series C Conversion Price in
effect at, such time on such next succeeding day. In case of the redemption of
any shares of Series C Preferred Stock pursuant to Section 6A.4, the right of
the holders of such shares to convert such shares into Common Stock pursuant to
this Section 6A.2 shall cease and terminate, as to the shares to be redeemed, at
the close of business on the date fixed for redemption, unless the Corporation
shall default in the payment of the applicable redemption price for the shares
to be redeemed. If the last day for the exercise of the conversion right with
respect to the Series C Preferred Stock shall not be a Business Day, then such
conversion right may be exercised on the next succeeding Business Day.

         (c) To the extent permitted by law, when shares of Series C Preferred
Stock are converted, all dividends accrued and unpaid (whether or not declared
or currently payable) on the Series C Preferred Stock so converted to the date
of conversion shall be immediately due and payable, at the option of the holder
of shares of Series C Preferred Stock being converted, in cash (subject to
Section 6A.7 and to the last sentence of this Section 6A.2(c)) or shares of
Common Stock. If the holder of shares of Series C Preferred Stock elects to
receive shares of Common Stock in lieu of the cash payment of the accrued and
unpaid dividends, the holder of shares of Series C Preferred Stock shall be
entitled to receive that number of shares of Common Stock which the amount of
accrued and unpaid dividends would purchase at the Series C Liquidation
Preference, and such shares of Common Stock must accompany the shares of Common
Stock issued upon such conversion. If the holder of shares of Series C Preferred
Stock elects to receive payment in cash of such accrued and unpaid dividends,
such cash payment must accompany the shares of Common Stock issued upon such
conversion unless the Board of Directors determines that such cash payment may
not be made under the Other Documents (as defined in Section 6A.7), in which
case such cash payment shall be made promptly after such time as the
circumstances giving rise to such inability to make such cash payment shall, in
the sole judgment of the Board of Directors, no longer exist; provided, however,
that, at any time prior to such payment, such holder may elect to receive shares
of Common Stock in lieu of such cash payment, and, upon such election, shall be
entitled to receive that number of shares of Common Stock that the amount of
such cash payment would purchase at the Series C Liquidation Preference on the
date of such election.


                                       18

<PAGE>   19

         (d) The Series C Conversion Price and the number of shares of Common
Stock issuable upon conversion of the Series C Preferred Stock shall be subject
to adjustment as provided in this Section 6A.2(d):

                  (i) In case the Corporation shall at any time or from time to
time (A) subdivide the outstanding shares of Common Stock into a larger number
of shares, (B) combine the outstanding shares of Common Stock into a smaller
number of shares or (C) issue any shares of its capital stock in a
reclassification of the Common Stock, then, and in each such case, the number of
shares of Common Stock issuable upon conversion of the Series C Preferred Stock
in effect immediately prior to such event shall be adjusted (and any other
appropriate actions shall be taken by the Corporation) so that the holder of any
share of Series C Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock or other securities of
the Corporation that such holder would have owned or would have been entitled to
receive upon or by reason of any of the events described above, had such share
of Series C Preferred Stock been converted immediately prior to the occurrence
of such event. An adjustment made pursuant to this Section 6A.2(d)(i) shall
become effective retroactively to the close of business on the day upon which
the corporate action giving rise to such adjustment becomes effective.

                  (ii) In case the Corporation shall at any time or from time to
time issue or sell (other than in an Exempt Issuance (as defined in Section
6A.2(d)(iii) below)) shares of Common Stock (or securities convertible into or
exchangeable for Common Stock, or any options, warrants or other rights to
acquire shares of Common Stock), at a price per share less than the Series C
Conversion Price then in effect at the record date referred to in the
immediately following sentence (treating the price per share of any security
convertible or exchangeable or exercisable into Common Stock as equal to (A) the
sum of the price for such security convertible, exchangeable or exercisable into
Common Stock plus any additional consideration payable (without regard to any
anti-dilution adjustments) upon the conversion, exchange or exercise of such
security into Common Stock divided by (B) the number of shares of Common Stock
initially underlying such convertible, exchangeable or exercisable security),
then, and in each such case, the Series C Conversion Price then in effect shall
be adjusted by dividing the Series C Conversion Price in effect on the day
immediately prior to such record date by a fraction (x) the numerator of which
shall be the sum of the number of shares of Common Stock outstanding on such
record date plus the number of additional shares of Common Stock issued or to be
issued (or the maximum number into which such convertible or exchangeable
securities initially may convert or exchange or for which such options, warrants
or other rights initially may be exercised) and (y) the denominator of which
shall be the sum of the number of shares of Common Stock outstanding on such
record date plus the number of shares of Common Stock which the aggregate
consideration for the total number of such additional shares of Common Stock so
issued (or into which such convertible or exchangeable securities may convert or
exchange or for which such options, warrants or other rights may be exercised
plus the aggregate amount of any additional consideration initially payable upon
conversion, exchange or exercise of such security) would purchase at the Series
C Conversion Price in effect on such record date. Such adjustment shall be made
whenever such shares, securities, options, warrants or other rights are issued,
and shall become effective retroactively to a date immediately following the
close of business on the record date for the determination of shareholders
entitled to receive such shares, securities, options, warrants or other rights;
provided, however, that the determination as to


                                       19

<PAGE>   20

whether an adjustment is required to be made pursuant to this Section
6A.2(d)(ii) shall only be made upon the issuance of such shares or such
convertible or exchangeable securities, options, warrants or other rights and
not upon the issuance of the security into which such convertible or
exchangeable security converts or exchanges, or the security underlying such
options, warrants or other rights; provided, further, that if any convertible or
exchangeable securities, options, warrants or other rights (or any portions
thereof) which shall have given rise to an adjustment pursuant to this Section
6A.2(d)(ii) shall have expired or terminated without the exercise thereof and/or
if by reason of the terms of such convertible or exchangeable securities,
options, warrants or other rights there shall have been an increase or
increases, with the passage of time or otherwise, in the price payable upon the
exercise or conversion thereof, then the Series C Conversion Price hereunder
shall be readjusted (but to no greater extent than originally adjusted with
respect to the related event) on the basis of (x) eliminating from the
computation any additional shares of Common Stock corresponding to such
convertible or exchangeable securities, options, warrants or other rights as
shall have expired or terminated, (y) treating the additional shares of Common
Stock, if any, actually issued or issuable pursuant to the previous exercise of
such convertible or exchangeable securities, options, warrants or other rights
as having been issued for the consideration actually received and receivable
therefor and (z) treating any of such convertible or exchangeable securities,
options, warrants or other rights which remain outstanding as being subject to
exercise or conversion on the basis of such exercise or conversion price as
shall be in effect at this time.

                  (iii) Notwithstanding Section 6A.2(d)(ii), no adjustment to
the Series C Conversion Price pursuant to Section 6A.2(d)(ii) or otherwise shall
be made in respect of any sale or issuance by the Corporation of (A) shares of
Common Stock (or options, warrants or other Common Stock purchase rights, and
the Common Stock issued pursuant to such options, warrants or other equity
incentive rights (as adjusted for any stock dividends, combinations, splits,
recapitalizations and the like)) issued or to be issued pursuant to the
conversion, exchange or exercise of the Series C Preferred Stock or any other
security, option, warrant, right or other convertible security outstanding or in
effect on the Series C Issued Date, (B) shares of Common Stock (or options,
warrants or other Common Stock purchase rights, and the Common Stock issued
pursuant to such options, warrants or other equity incentive rights (as adjusted
for any stock dividends, combinations, splits, recapitalizations and the like))
issued or to be issued to employees, officers or directors of, or consultants or
advisors to the Corporation or any subsidiary pursuant to any stock incentive or
equity-based compensation, plan, program, arrangement or agreement of the
Corporation or any of its subsidiaries in effect on the Series C Issue Date (as
amended from time to time in accordance with its terms) or any other stock
incentive or equity-based compensation plan, program, arrangement or agreement
approved by the Board of Directors; (C) securities issued pursuant to a
registration statement filed under the Securities Act of 1933; (D) securities
issued pursuant to the acquisition of another entity by the Corporation by
merger, purchase of assets or other form of reorganization; or (E) securities
issued to landlords, equipment lessors, banks, financial institutions,
manufacturers, vendors, suppliers or similar entities in transactions approved
by the Board of Directors (each, an "Exempt Issuance").

                  (iv) In case the Corporation at any time or from time to time
shall take any action affecting its Common Stock, other than an action described
in any of Section 6A.2(d)(i) through Section 6A.2(d)(iii), inclusive, then, and
in each such case, the Series C Conversion


                                       20

<PAGE>   21

Price shall be adjusted in such manner and at such time as the Board of
Directors of the Corporation in its sole business judgment determines to be
equitable in the circumstances.

                  (v) Notwithstanding anything herein to the contrary, no
adjustment under this Section 6A.2(d) need be made to the Series C Conversion
Price unless such adjustment would require an increase or decrease of at least
1% of the Series C Conversion Price then in effect. Any lesser adjustment shall
be carried forward and shall be made at the time of and together with the next
subsequent adjustment, which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 1% of such
Series C Conversion Price. Any adjustment to the Series C Conversion Price
carried forward and not theretofore made shall be made immediately prior to the
conversion of any shares of Series C Preferred Stock pursuant hereto.

         (e) If the Corporation shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or other
distribution, and shall thereafter and before the distribution to shareholders
thereof legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment in the Series C Conversion Price
then in effect shall be required by reason of the taking of such record.

         (f) Upon any increase or decrease in the Series C Conversion Price,
then, and in each such case, the Corporation shall deliver to each registered
holder of Series C Preferred Stock a certificate, signed by a responsible
officer of the Corporation, setting forth in reasonable detail the event
requiring the adjustment and the method by which such adjustment was calculated
and specifying the increased or decreased Series C Conversion Price then in
effect following such adjustment.

         (g) No fractional shares or scrip representing fractional shares shall
be issued upon the conversion of any shares of Series C Preferred Stock. If more
than one share of Series C Preferred Stock shall be surrendered for conversion
at one time by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the aggregate
Series C Liquidation Preference of the shares of Preferred Stock so surrendered.
If the conversion of any share or shares of Series C Preferred Stock results in
a fraction, an amount equal to such fraction multiplied by the Current Market
Price of the Common Stock on the Business Day preceding the day of conversion
shall be paid to such holder in cash by the Corporation.

         (h) In case at any time or from time to time:

                  (A) the Corporation shall declare a dividend (or any other
distribution) on or with respect to its Common Stock;

                  (B) the Corporation shall authorize the granting to the
holders of its Common Stock of rights or warrants to subscribe for or purchase
any shares of stock of any class or of any other rights or warrants;

                  (C) there shall be any reclassification of the Common Stock,
or any consolidation or merger to which the Corporation is a party and for which
approval of any


                                       21

<PAGE>   22

shareholders of the Corporation is required, or any sale or other disposition of
all or substantially all of the assets of the Corporation; or

                  (D) there shall occur any voluntary or involuntary
dissolution, liquidation or winding up of the Corporation;

then the Corporation shall mail to each holder of shares of Series C Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or warrants or, if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution or rights are to be determined, or
(y) the date on which such reclassification, consolidation, merger, sale,
conveyance, dissolution, liquidation or winding up is expected to become
effective. Such notice also shall specify the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
Common Stock for shares of stock or other securities or property or cash
deliverable upon such reclassification, consolidation, merger, sale, conveyance,
dissolution, liquidation or winding up.

         (i) The Corporation shall at all times reserve and keep available for
issuance upon the conversion of the Series C Preferred Stock, such number of its
authorized but unissued shares of Common Stock as will from time to time be
sufficient to permit the conversion of all outstanding shares of Series C
Preferred Stock, and shall take all action required to increase the authorized
number of shares of Common Stock if at any time there shall be insufficient
authorized but unissued shares of Common Stock to permit such reservation or to
permit the conversion of all outstanding shares of Series C Preferred Stock.

         (j) The issuance or delivery of certificates for Common Stock upon the
conversion of shares of Series C Preferred Stock shall be made without charge to
the converting holder of shares of Series C Preferred Stock for such
certificates or for any stamp or transfer tax in respect of the issuance or
delivery of such certificates or the securities represented thereby, and such
certificates shall be issued or delivered in the respective names of, or in such
names as may be directed by, the holders of the shares of Series C Preferred
Stock converted; provided, however, that the Corporation shall not be required
to pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate in a name other than that of the
holder of the shares of Series C Preferred Stock converted, and the Corporation
shall not be required to issue or deliver such certificate unless or until the
person or persons requesting the issuance or delivery thereof shall have paid to
the Corporation the amount of such tax or shall have established to the
reasonable satisfaction of the Corporation that such tax has been paid.

         Section 6A.3. Voting Rights. Ownership of shares of Series C Preferred
Stock shall entitle the holders to no voting rights except as provided in this
Section 6A.3 and under applicable law. So long as any shares of the Series C
Preferred Stock are outstanding, each outstanding share of Series C Preferred
Stock shall entitle the holder thereof to vote, in person or by proxy, at a
special or annual meeting of shareholders, on all matters voted on by holders of
Common Stock voting together as a single class with other shares entitled to
vote thereon (other than matters on which the holders of Series C Preferred
Stock are entitled by law or these Articles to vote as a separate class). With
respect to any such vote, each share of Series C


                                       22

<PAGE>   23

Preferred Stock shall entitle the holder thereof to cast that number of votes
per share of Series C Preferred Stock as is equal to the number of votes that
such holder would be entitled to cast had such holder converted his shares of
Series C Preferred Stock into Common Stock on the record date for determining
the shareholders of the Corporation eligible to vote on any such matters. So
long as any shares of Series C Preferred Stock are 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 C Preferred Stock then
outstanding, (i) alter or change the powers, preferences or rights given to the
Series C Preferred Stock by these Articles or (ii) amend these Articles to
increase the authorized amount of Series C 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 C Preferred Stock by these Articles.
Notwithstanding the foregoing provisions, the affirmative vote or consent of the
holders of the Series C 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 C
Preferred Stock at the time outstanding.

         Section 6A.4. Redemption.

         (a) Requested Redemption. At any time on or after May 16, 2009, each
holder of Series C Preferred Stock shall have the right, exercisable by written
notice to the Corporation (the "Series C Requested Redemption Notice"), to
request that the Corporation purchase all or any portion of the shares of Series
C Preferred Stock held by such holder, and upon the exercise of such right, the
Corporation shall be obligated to repurchase and redeem, out of assets of the
Corporation legally available therefor, the shares designated for repurchase and
redemption in the Series C Requested Redemption Notice by the requesting
holders, at a price per share equal to (x) the Series C Liquidation Preference
then in effect plus (y) the amount of all accrued and unpaid Series C Dividends
on such share through and including the date of redemption, on the date set
forth in the Series C Requested Redemption Notice (which date shall be no less
than 10 Business Days after the date of such Series C Requested Redemption
Notice).

         (b) Optional Redemption. Subject to the rights and preferences of any
Senior Stock and subject to Sections 4.4 and 6A.7, at any time on or after the
Series C Issue Date, the Corporation shall have the right, exercisable by
written notice to all holders of Series C Preferred Stock (the "Series C
Optional Redemption Notice"), to redeem all (but not less than all) of the
outstanding shares of Series C Preferred Stock, out of the assets of the
Corporation legally available therefor, at a price per share equal to (x) the
Series C Liquidation Preference then in effect plus (y) the amount of all
accrued and unpaid Series C Dividends on such share through and including the
date of redemption, on the date set forth in the Series C Optional Redemption
Notice (which date shall be no less than 10 Business Days after the date of such
Series C Optional Redemption Notice).

         (c) Redemption Procedures. Each repurchase of shares of Series C
Preferred Stock under this Section 6A.4 shall be deemed to have been effected on
the date of redemption and repurchase by the Corporation pursuant to this
Section 6A.4(c). On the date specified in each Series C Requested Redemption
Notice or in a Series C Optional Redemption Notice, as


                                       23

<PAGE>   24

applicable, each holder of shares of Series C Preferred Stock to be redeemed
shall deliver to the Corporation a certificate or certificates representing the
shares of Series C Preferred Stock to be redeemed, duly endorsed and in proper
form for transfer, against payment in full by wire transfer of immediately
available funds in U.S. dollars to an account designated in writing by such
holder of an amount per share equal to (x) the Series C Liquidation Preference
then in effect plus (y) the amount of all accrued and unpaid Series C Dividends
on such share through and including the date of redemption.

         (d) Funds Insufficient to Effect Redemptions. If, at any time, the
Corporation shall be required to redeem any shares of the Series C Preferred
Stock, and the Corporation shall not have assets or funds legally available for
the redemption of all of the shares required to be redeemed, the Corporation
shall redeem ratably from the holders of the Series C Preferred Stock such
number of shares as it shall have funds legally available therefor and shall
redeem the remainder of such shares on the earliest practicable date(s) as
assets or funds become legally available therefor. Any shares of Series C
Preferred Stock not so redeemed shall remain issued and outstanding for all
purposes under this Article 6A until the date of actual redemption by the
Corporation.

         Section 6A.5. Reacquired Shares. Any shares of Series C 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.

         Section 6A.6. Liquidation, Dissolution or Winding Up. 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 of Series C Preferred Stock unless,
prior thereto, the holders of shares of all Senior Stock shall have received the
total amounts to which such holders are entitled upon such Liquidation Event,
(ii) to the holders of shares of Junior Stock with respect to the Series C
Preferred Stock unless, prior thereto, the holders of shares of Series C
Preferred Stock shall have received an amount per share equal to the greater of
(A) the amount and type of proceeds that a holder of Series C Preferred Stock
would have been entitled to receive if such holder had converted its shares of
Series C Preferred Stock into Common Stock in accordance with Section 6A.2
immediately prior to such liquidation, dissolution or winding up or (B) the sum
of (x) the Series C Liquidation Preference then in effect plus (y) the amount of
all accrued and unpaid Series C Dividends on such share through and including
the date of redemption or (iii) to the


                                       24

<PAGE>   25

holders of shares of Parity Stock with respect to the Series C Preferred Stock,
except distributions made ratably on the Series C Preferred Stock and all other
Parity Stock in proportion to the total amounts to which the holders of all
shares of Series C 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 Article 6A.

         Section 6A.7. Limitations on Redemption and Dividends. Notwithstanding
anything to the contrary in these Articles, for so long as any shares of Series
A Preferred Stock or Series B Preferred Stock are outstanding, no dividend or
redemption payments (it being understood that the accrual of Series C Dividends
shall not constitute the declaration or making of dividend payments for purposes
of this sentence) shall be declared or made by the Corporation in respect of the
Series C Preferred Stock under this Article 6A or otherwise. Notwithstanding
anything to the contrary in these Articles, from and after the date on which no
shares of Series A Preferred Stock or Series B Preferred Stock are outstanding,
no dividend or redemption payments (it being understood that the accrual of
Series C Dividends shall not constitute the declaration or making of dividend
payments for purposes of this sentence) shall be declared or made by the
Corporation in respect of the Series C Preferred Stock under this Article 6A or
otherwise unless due provision can be made for the full amount of any dividend
or liquidation preference or redemption payment (if any) payable to which
holders of any Senior Stock may be entitled under these Articles. In addition,
notwithstanding anything to the contrary in these Articles, so long as any
amounts are outstanding under any Other Documents (as defined below) or any
commitments to lend under the Other Documents have not been terminated, the
Corporation shall not make payment in respect of any redemption permitted or
otherwise required by this Article 6A, or declare, make or pay any dividend or
distribution in respect of any shares of Series C Preferred Stock, to the extent
that the making or declaration of such payment would breach, conflict with, or
result in any violation of or default or event of default (with or without
notice or lapse of time or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to the loss of any benefit
under, or result in the creation or imposition of any lien or encumbrance of any
nature whatsoever upon any of the properties or assets of the Corporation or any
of its subsidiaries under, or result in the Series C Preferred Stock
constituting "Disqualified Stock" as defined under, any provision of the Other
Documents. "Other Documents" means (i) the Amended and Restated Loan and
Security Agreement, dated as of March 6, 2000, between and among the
Corporation, Winston Tire Company, The Speed Merchant, Inc., and California Tire
Company, as borrowers, the financial institutions party thereto and Fleet
Capital Corporation, as Administrative Agent, (ii) the Indenture, dated as of
May 15, 1998, between and among the Corporation, the Subsidiary Guarantors party
thereto and First Union National Bank, as Trustee, (iii) the Indenture, dated as
of December 1, 1998, between and among the Corporation, the Subsidiary
Guarantors party thereto and First Union National Bank, as Trustee, (iv) all
notes, mortgages, security documents, guaranties and other agreements, documents
and instruments entered into in connection therewith, in each case, as extended,
amended, modified, supplemented and/or restated from time to time in accordance
with its terms, including any


                                       25

<PAGE>   26

replacement agreement for any thereof and any refinancing of the debt incurred
under any thereof, which refinancing may result in a greater principal amount
outstanding in connection therewith. Any determination made by the Board of
Directors, in its sole judgment, that the making or declaration of any payment
pursuant to this Article 6A would breach, conflict with, or result in any
violation of or default or event of default (with or without notice or lapse of
time or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to the loss of any benefit under, or result in
the creation or imposition of any lien or encumbrance of any nature whatsoever
upon any of the properties or assets of the Corporation or any of its
subsidiaries under, or result in the Series C Preferred Stock constituting
"Disqualified Stock" as defined under, any of the Other Documents, shall be
conclusive and binding on the Corporation and all holders of Series C Preferred
Stock.

                                    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-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.


                                       26

<PAGE>   27

         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.

         IN WITNESS WHEREOF, Heafner Tire Group, Inc. has caused this Restated
Certificate of Incorporation to be executed by its duly authorized officer on
April 2, 2001.


                                               HEAFNER TIRE GROUP, INC.


                                               By: /s/ Richard P. Johnson
                                                   -----------------------------
                                               Name:   Richard P. Johnson
                                               Title:  President & CEO


                                       27