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                                                                       EXHIBIT 3

                          CERTIFICATE OF INCORPORATION

                        (RESTATED FOR PURPOSES OF EDGAR)

                                       OF

                     BRIGHT HORIZONS FAMILY SOLUTIONS, INC.

                               (THE "CORPORATION")

                                   ARTICLE I

      The name of this corporation is Bright Horizons Family Solutions, Inc.

                                   ARTICLE II

      The registered office of this corporation in the State of Delaware is
located at 1013 Centre Road, in the City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is Corporation
Service Company.

                                  ARTICLE III

      The purpose of this corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                                   ARTICLE IV

      The total number of shares of all classes of stock which the corporation
shall have authority to issue is 55,000,000 shares, consisting of (i) 50,000,000
shares of Common Stock, par value $.01 per share ("Common Stock"), and (ii)
5,000,000 shares of Preferred Stock, par value $.01 per share ("Preferred
Stock").

      The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the corporation.

1. Common Stock.

A. General. The voting, dividend and liquidation rights of the holders of the
Common Stock are subject to and qualified by the rights of the holders of the
Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series. The holders of the
Common Stock shall have no preemptive rights to subscribe for any shares of any
class of stock of this corporation whether now or hereafter authorized.

B. Voting. The holders of the Common Stock are entitled to one vote for each
share held at all meetings of stockholders. There shall be no cumulative voting.

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      The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

C. Dividends. Dividends may be declared and paid on the Common Stock from funds
lawfully available therefor as and when determined by the Board of Directors and
subject to any preferential dividend rights of any then outstanding Preferred
Stock.

D. Liquidation. Upon the dissolution or liquidation of the corporation, whether
voluntary or involuntary, holders of Common Stock will be entitled to receive
all assets of the corporation available for distribution to its stockholders,
subject to any preferential rights of any then outstanding Preferred Stock.

2. Preferred Stock.

      Preferred Stock may be issued from time to time in one or more series,
each of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the corporation as hereinafter provided. Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the corporation
may be reissued except as otherwise provided by law or this Certificate of
Incorporation. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided.

      Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of Delaware. Without limiting
the generality of the foregoing, the resolutions providing for issuance of any
series of Preferred Stock may provide that such series shall be superior or rank
equally or be junior to the Preferred Stock of any other series to the extent
permitted by law and this Certificate of Incorporation. Except as otherwise
provided in this Certificate of Incorporation, no vote of the holders of the
Preferred Stock or Common Stock shall be a prerequisite to the designation or
issuance of any shares of any series of the Preferred Stock authorized by and
complying with the conditions of this Certificate of Incorporation, the right to
have such vote being expressly waived by all present and future holders of the
capital stock of the corporation.

                                   ARTICLE V

      The corporation shall have a perpetual existence.

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                                   ARTICLE VI

      Unless and except to the extent that the By-Laws of this corporation shall
so require, the election of directors need not be by written ballot.

                                  ARTICLE VII

      In furtherance of and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of this corporation, subject to the right of the stockholders
entitled to vote with respect thereto to alter and repeal the By-Laws adopted or
amended by the Board of Directors.

                                  ARTICLE VIII

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

                                   ARTICLE IX

      Except to the extent that the General Corporation Law of the State of
Delaware prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty, no director of the corporation shall be personally
liable to the corporation or its stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any director of
the corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

ARTICLE X

1. Action, Suits and Proceedings other than by or in the Right of the
Corporation. The corporation shall indemnify each person who was or is a party
or is threatened to be made a party

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to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is or was, or has
agreed to become, a director or officer of the corporation, or is or was
serving, or has agreed to serve, at the request of the corporation, as a
director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including
any employee benefit plan) (all such persons being referred to hereafter as an
"Indemnitee"), or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses (including attorneys' fees), judgment,
fines and amounts paid in settlement actually and reasonably incurred by him or
on his behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful. Notwithstanding anything to the contrary in this Article, except
as set forth in Section 6 below, the corporation shall not indemnify an
Indemnitee seeking indemnification in connection with any action, suit,
proceeding, claim or counterclaim (or part thereof) initiated by the Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
corporation.

2. Actions of Suits by or in the Right of the Corporation. The corporation shall
indemnify any Indemnitee who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was, or has agreed to become, a director or officer of the corporation,
or is or was serving, or has agreed to serve, at the request of the corporation,
as a director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including
any employee benefit plan), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees) and amounts paid in settlement actually and reasonably incurred by him or
on his behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses (including attorneys' fees) which the Court of
Chancery of Delaware or such other court shall deem proper.

3. Indemnification For Expenses of Successful Party. Notwithstanding the other
provisions of the Article, to the extent that an Indemnitee has been successful,
on the merits or otherwise, in defense of any action, suit or proceeding
referred to in Sections 1 and 2 of this Article, or in defense of any claim,
issue or matter therein, or on appeal from any such action, suit or

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proceeding, he shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in connection
therewith. Without limiting the foregoing, if any action, suit or proceeding is
disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i)the disposition being adverse to the Indemnitee, (ii) an
adjudication that the Indemnitee was liable to the corporation, (iii) a plea of
guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the
Indemnitee did not act in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and (v) with
respect to any criminal proceeding, an adjudication that the Indemnitee had
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be
considered for the purposes hereof to have been wholly successful with respect
thereto.

4. Notification And Defense of Claim. As a condition precedent to his right to
be indemnified, the Indemnitee must notify the corporation in writing as soon as
practicable of any action, suit, proceeding or investigation involving him for
which indemnity will or could be sought. With respect to any action, suit,
proceeding or investigation of which the corporation is so notified, the
corporation will be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to the Indemnitee. After notice from the corporation to the
Indemnitee of its election so to assume such defense, the corporation shall not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such claim, other than as provided
below in this Section 4. The Indemnitee shall have the right to employ his own
counsel in connection with such claim, but the fees and expenses of such counsel
incurred after notice from the corporation of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a conflict
of interest or position on any significant issue between the Corporation and the
Indemnitee in the conduct of the defense of such action or (iii) the corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel for the Indemnitee shall be
at the expense of the corporation, except as otherwise expressly provided by
this Article. The corporation shall not be entitled, without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of the
corporation or as to which counsel for the Indemnitee shall have reasonably made
the conclusion provided for in clause (ii) above.

5. Advance of Expenses. Subject to the provisions of Section 6 below, in the
event that the corporation does not assume the defense pursuant to Section 4 of
this Article of any action, suit, proceeding or investigation of which the
corporation receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be paid
by the corporation in advance of the final disposition of such matter; provided,
however, that the payment of such expense incurred by an Indemnitee in advance
of the final disposition of such matter shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the corporation as authorized in this Article.
Such undertaking may be accepted without reference to the financial ability of
the Indemnitee to make such repayment.

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6. Procedure For Indemnification. In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the
Indemnitee shall submit to the corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses. Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the corporation of the written request
of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the
corporation determines, by clear and convincing evidence, within such 60-day
period that the Indemnitee did not meet the applicable standard of conduct set
forth in Section 1 or 2, as the case may be. Such determination shall be made in
each instance by (a) a majority vote of the directors of the corporation who are
not at that time parties to the action, suit or proceeding in question
("disinterested directors") even though less than a quorum, (b) a majority vote
of a quorum of the outstanding shares of stock of all classes entitled to vote
for directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit or proceeding
in question, (c) independent legal counsel (who may be regular legal counsel to
the corporation), or (d) a court of competent jurisdiction.

7. Remedies. The right to indemnification or advances as granted by this Article
shall be enforceable by the Indemnitee in any court of competent jurisdiction if
the corporation denies such request, in whole or in part, or if no disposition
thereof is made within the 60-day period referred to above in Section 6. Unless
otherwise provided by law, the burden of proving that the Indemnitee is not
entitled to indemnification or advance of expenses under this Article shall be
on the corporation. Neither the failure of the corporation to have made a
determination prior to the commencement of such action that indemnification is
proper in the circumstances because the Indemnitee has met the applicable
standard of conduct, nor an actual determination by the corporation pursuant to
Section 6 that the Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the Indemnitee has
not met the applicable standard of conduct. The Indemnitee's expenses (including
attorneys' fees) incurred in connection with successfully establishing his right
to indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the corporation.

8. Subsequent Amendment. No amendment, termination or repeal of this Article or
of the relevant provisions of the General Corporation Law of Delaware or any
other applicable laws shall affect or diminish in any way the rights of any
Indemnitee to indemnification under the provisions hereof with respect to any
action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or repeal.

9. Other Rights. The indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in any other capacity while holding office for the corporation,
and shall continue as to an Indemnitee who has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of the Indemnitee. Nothing contained in this Article shall be
deemed to prohibit, and the corporation is specifically authorized to enter
into, agreements with officers and directors providing indemnification rights

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and procedures different from those set forth in this Article. In addition, the
corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
corporation or other persons serving the corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.

10. Partial Indemnification. If an Indemnitee is entitled under any provision of
this Article to indemnification by the corporation for some or a portion of the
expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal
therefrom, but not, however, for the total amount thereof, the corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.

11. Insurance. The corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) against any expense, liability
or loss incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of Delaware.

12. Merger or Consolidation. If the corporation is merged into or consolidated
with another corporation and the corporation is not the surviving corporation,
the surviving corporation shall assume the obligations of the corporation under
this Article with respect to any action, suit, proceeding or investigation
arising out of or relating to any actions, transactions or facts occurring prior
to the date of such merger or consolidation.

13. Savings Clause. If this Article or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each Indemnitee as to any expenses (including attorneys'
fees) judgments, fines and amounts paid in settlement in connection with any
action, suit, proceeding or investigation, whether civil, criminal or
administrative, including an action by or in the right of the corporation, to
the fullest extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the fullest extent permitted by
applicable law.

14. Definitions. Terms used herein and defined in Section 145(h) and Section
145(i) of the General Corporation Law of Delaware shall have the respective
meanings assigned to such terms in such Section 145(h) and Section 145(i).

15. Subsequent Legislation. If the General Corporation Law of Delaware is
amended after adoption of this Article to expand further the indemnification
permitted to Indemnitees, then the corporation shall indemnify such persons to
the fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

                                   ARTICLE XI

      The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by

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statute and this Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                  ARTICLE XII

      This Article is inserted for the management of the business and for the
conduct of the affairs of the corporation.

1. Number of Directors. The number of directors of the corporation shall not be
less than three. The exact number of directors within the limitations specified
in the preceding sentence shall be fixed from time to time by, or in the manner
provided in, the corporation's By-Laws.

2. Classes of Directors. The Board of Directors shall be and is divided into
three classes: Class I, Class II and Class III. No one class shall have more
than one director more than any other class. If a fraction is contained in the
quotient arrived at by dividing the designated number of directors by three,
then, if such fraction is one-third, the extra director shall be a member of
Class III, and if such fraction is two-thirds, one of the extra directors shall
be a member of Class III and one of the extra directors shall be a member of
Class II, unless otherwise provided from time to time by resolution adopted by
the Board of Directors.

3. Election of Directors. Elections of directors need not be by written ballot
except as and to the extent provided in the By-Laws of the corporation.

4. Terms of Office. Except as provided in Section 8 of this Article XII, each
director shall serve for a term ending on the date of the third annual meeting
following the annual meeting at which such director was elected; provided, that
each initial director in Class I shall serve for a term ending on the date of
the annual meeting in 1999; each initial director in Class II shall serve for a
term ending on the date of the annual meeting in 2000; and each initial director
in Class III shall serve for a term ending on the date of the annual meeting in
2001; and provided further, that the term of each director shall be subject to
the election and qualification of his successor and to his earlier death,
resignation or removal.

5. Allocation of Directors Among Classes in The Event of Increases or Decreases
in The Number of Directors. In the event of any increase or decrease in the
authorized number of directors, (i) each director then serving as such shall
nevertheless continue as a director of the class of which he is a member and
(ii) the newly created or eliminated directorships resulting from such increase
or decrease shall be apportioned by the Board of Directors among the three
classes of directors so as to ensure that no one class has more than one
director more than any other class. To the extent possible, consistent with the
foregoing rule, any newly created directorships shall be added to those classes
whose terms of office are to expire at the latest dates following such
allocation, and any newly eliminated directorships shall be subtracted from
those classes whose terms of offices are to expire at the earliest dates
following such allocation, unless otherwise provided from time to time by
resolution adopted by the Board of Directors.

6. Quorum; Action at Meeting. A majority of the total number of directors shall
constitute a quorum for the transaction of business. In the event one or more of
the directors shall be disqualified to vote at any meeting, then the required
quorum shall be reduced by one for each

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director so disqualified, provided that in no case shall less than one-third of
the number of directors fixed pursuant to Section 1 above constitute a quorum.
If at any meeting of the Board of Directors there shall be less than such a
quorum, a majority of those present may adjourn the meeting from time to time.
Every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the act of
the Board of Directors unless a greater number is required by law, by the
By-Laws of the corporation or by this Certificate of Incorporation.

7. Removal. Directors of the corporation may be removed only for cause by the
affirmative vote of the holders of at least two-thirds of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote
generally in the election of directors cast at a meeting of the stockholders
called for that purpose.

8. Vacancies. Any vacancy in the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the board, shall be filled
only by a vote of a majority of the directors then in office, although less than
a quorum, or by a sole remaining director. A director elected to fill a vacancy
shall be elected to hold office until the next election of the class for which
such director shall have been chosen, subject to the election and qualification
of his successor and to his earlier death, resignation or removal.

9. Stockholder Nominations and Introduction of Business, Etc. Advance notice of
stockholder nominations for election of directors and other business to be
brought by stockholders before either an annual or special meeting of
stockholders shall be given in the manner provided by the By-Laws of this
corporation.

10. Amendment to Article. Notwithstanding any other provisions of law, this
Certificate of Incorporation or the By-Laws, each as amended, and
notwithstanding the fact that a lesser percentage may be specified by law, this
Certificate of Incorporation or the By-Laws of the Corporation, the affirmative
vote of least sixty-six and two-thirds percent (66 2/3%) of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors shall be required to amend or repeal, or to adopt any
provisions inconsistent with the purpose or intent of, this Article XII.

                                  ARTICLE XIII

      The books of this corporation may (subject to any stationary requirements)
be kept outside the State of Delaware as may be designated by the Board of
Directors or by the By-Laws of this corporation.

                                  ARTICLE XIV

      Stockholders of the corporation may not take any action by written consent
in lieu of a meeting. Notwithstanding any other provisions of law, this
Certificate of Incorporation or the By-Laws, each as amended, and
notwithstanding the fact that a lesser percentage may be specified by law, this
Certificate of Incorporation or the By-Laws of the Corporation, the affirmative
vote of sixty-six and two-thirds percent (66 2/3%) of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors shall be

<PAGE>

required to amend or repeal, or to adopt any provisions inconsistent with the
purpose or intent of, this Article XIV.

                                   ARTICLE XV

      Special meetings of stockholders may be called at any time by only the
Chairman of the Board of Directors, the Chief Executive Officer, the President
or the Board of Directors acting by majority vote of the directors then in
office. Business transacted at any special meeting of stockholders shall be
limited to matters relating to the purpose or purposes stated in the notice of
meeting. Notwithstanding any other provisions of law, this Certificate of
Incorporation or the By-Laws, each as amended, and notwithstanding the fact that
a lesser percentage may be specified by law, this Certificate of Incorporation
or the By-Laws of the Corporation, the affirmative vote of sixty-six and
two-thirds percent (66 2/3%) of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors shall be
required to amend or repeal, or to adopt any provisions inconsistent with the
purpose or intent of, this Article XV.

                                  ARTICLE XVI

      The Board of Directors of this Corporation, when evaluating any offer of
another party (a) to make a tender or exchange offer for any equity security of
the Corporation or (b) to effect a "business combination," as defined in Section
203 of the General Corporation Law of Delaware, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation as a whole, be authorized to give due consideration to any such
factors as the Board of Directors determines to be relevant, including without
limitation: (i) the interests of the Corporation's stockholders; (ii) whether
the proposed transaction might violate federal or state laws; (iii) not only the
consideration being offered in the proposed transaction, in relation of the then
current market price for the outstanding capital stock of the Corporation, but
also to the market price for the capital stock of the Corporation over a period
of years, the estimated price that might be achieved in a negotiated sale of the
Corporation as a whole or in part or through orderly liquidation, the premiums
over market price for the securities of other corporations in similar
transactions, current political, economic and other factors bearing on
securities prices and the Corporation's financial condition and future
prospects; and (iv) the social, legal and economic effects upon employees,
suppliers, customers and others having similar relationships with the
Corporation, and the communities in which the Corporation conducts its business.

      In connection with any such evaluation, the Board of Directors is
authorized to conduct such investigations and to engage in such legal
proceedings as the Board of Directors may determine.

                                  ARTICLE XVII

      The name and mailing address of the sole incorporator is R. Bryan Woodard,
One International Place, Boston, MA 02110.

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      THE UNDERSIGNED, being the sole incorporator named above, hereby certifies
that the facts stated above are true as of this 27th day of April, 1998.

                                        /s/ R. Bryan Woodard
                                        --------------------
                                        R. Bryan Woodard
                                        c/o Ropes & Gray
                                        One International Place
                                        Boston, Massachusetts 02110-2624