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                                                           EXHIBIT A.2
                                                           TO AGREEMENT AND
                                                           PLAN OF MERGER
                                                           --------------

                                       RESTATED

                             CERTIFICATE OF INCORPORATION

                                          OF

                        BUILDING MATERIALS HOLDING CORPORATION

                          ---------------------------------

    Building Materials Holding Corporation, a corporation organized under the
laws of the State of Delaware, hereby certifies as follows:

    1.  The original certificate of incorporation of Building Materials Holding
Corporation was filed with the Secretary of State of Delaware on April 14, 1997.

    2.  This Restated Certificate of Incorporation amends and restates the
provisions of the Certificate of Incorporation of Building Materials Holding
Corporation and has been duly adopted pursuant to Sections 242 and 245 of
the General Corporation Law of the State of Delaware.

    3.  The text of the Certificate of Incorporation of Building Materials
Holding Corporation is hereby amended and restated to read in its entirety as
follows:

    FIRST:  The name of the corporation (hereinafter called the "Corporation")
is Building Materials Holding Corporation.

    SECOND:  The address, including street, number, city, and county, of 
registered office of the Corporation in the State of Delaware is 1013 Centre 
Road Street, in the City of Wilmington County of New Castle; and the name of 
the registered agent of the Corporation in the State of Delaware at such 
address is Prentice-Hall Corporation System, Inc.

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

    FOURTH:  The total number of shares of capital stock which the Corporation
is authorized to issue is Twenty-Two Million.  Two Million (2,000,000) shares
shall be Preferred Stock, each having a par value of one-tenth cent ($.001). 
Twenty Million (20,000,000) shares shall be Common Stock, each having a par
value of one-tenth cent ($.001).  The Preferred Stock may be issued from time to
time in one or more series.  The Board of Directors is authorized, by filing a
certificate pursuant to the applicable law of the State of Delaware (a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series 


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and the qualifications, limitations or restrictions thereof, including but
not limited to the fixing or alteration of the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices, and the liquidation
preferences of any wholly unissued series of Preferred Stock; and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.
In case the number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

    No share or shares of any class or series of Preferred Stock acquired by
the corporation by reason of redemption, purchase, conversion or otherwise shall
be reissued as part of such class or series, and the Board of Directors is
authorized, pursuant to Section 243 of the Delaware General Corporation Law, to
retire any such share or shares.  The retirement of any such share or shares
shall not reduce the total authorized number of shares of Preferred Stock.

    The first series of Preferred Stock shall consist of Forty Thousand One
Hundred Fifty (40,150) shares designated Class A Senior Preferred Stock (the
"Class A Preferred Stock").  The second series of Preferred Stock shall consist
of Fifty Thousand (50,000) shares designated Class B Senior Preferred Stock (the
"Class B Preferred Stock").  The third series of Preferred Stock shall consist
of One Hundred Fifty Thousand (150,000) shares designated Class C Junior
Participating Cumulative Preferred Stock (the "Series C Preferred Stock").

    The rights, preferences, privileges and restrictions granted to or imposed
upon the Common Stock and the Preferred Stock are as follows:

    L.   DIVIDENDS AND DISTRIBUTIONS.

         (a)  COMMON STOCK.  No distribution (as defined below) shall be made
    to the holders of Common Stock so long as any shares of Preferred Stock are
    outstanding or any accrued dividends thereon remain unpaid.  As used in
    this Section  1(a), "distribution" means the transfer of cash, obligations
    of the Corporation or property without consideration or at less than fair
    market value (but in such event only to the extent of the shortfall),
    whether by way of dividend or otherwise (except a dividend in shares of the
    Corporation) or the purchase or redemption of shares of the Corporation for
    cash, obligations of the Corporation or property, including any such
    transfer, purchase or redemption by a subsidiary of the Corporation, but
    excluding repurchase of shares of employees of the Corporation or of any
    affiliate thereof upon termination of their employment with the Corporation
    and all affiliates thereof or otherwise pursuant to agreements providing
    for the right of said repurchase between the Corporation and such persons
    at a price not higher than the original purchase price of such stock or the
    then current book value.

         (b)  CLASS A PREFERRED STOCK.  No dividends shall accrue or be payable
    on the Class A Preferred Stock prior to January l, 1993.  The holders of
    any outstanding shares of Class A Preferred Stock shall be entitled to
    receive, and there shall accrue and become


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    payable, on December 31 in each calendar year commencing with 1993 in which
    such shares are outstanding at June 30 of such year, an annual dividend in
    an amount equal to $6.00 per share and no more, payable out of funds
    legally available therefor, at the election of the Board of Directors,
    either in cash or in shares of Class A Preferred Stock having an aggregate
    liquidation preference equal to the amount of the dividend.  Any dividend
    on Class A Preferred Stock not paid (in a form permitted or required by
    this paragraph(b)) shall cumulate, whether or not funds were legally
    available therefor.

         (c)  CLASS B PREFERRED STOCK.  No dividends will accrue or be payable
    on the Class B Preferred Stock prior to December 31, 1993.  If in any year
    thereafter the Corporation for any reason does not redeem all or any
    portion of the Class B Preferred Stock pursuant to Section 3(a)(iv), a
    dividend shall accrue and be payable on the Series B Preferred Stock in
    accordance with the terms of this paragraph 1(c).  For purposes of
    calculating the amount of the dividend payable on the Class B Preferred
    Stock, if any, the Corporation shall maintain a record of the total number
    of shares which it has not redeemed pursuant to Section 3(a)(iv) and which
    it has not subsequently redeemed pursuant to Section 3(a)(i)(B)
    (collectively the "Deferred Redemption Shares").  The dividend shall accrue
    and be payable quarterly on May 2, August 2, November 2 and February 2 of
    each year commencing on May 2, 1994 (each a "Dividend Date") out of funds
    legally available therefor to the holder of record of the Class B Preferred
    Stock on each such Dividend Date.  The amount of the dividend per share, if
    any, for a particular Dividend Date shall be equal to (x) the product of
    (i) the number of Deferred Redemption Shares on such Dividend Date and
    (ii) $3.75, divided by (y) the number of shares of Class B Preferred Stock
    outstanding on such Dividend Date.  Any dividends on Class B Preferred
    Stock not paid (in a form permitted or required by this paragraph (c))
    shall cumulate, whether or not funds were legally available therefor.

         (d)  (i) SERIES C PREFERRED STOCK.  The holders of shares of Series C
    Preferred Stock, in preference to the holders of shares of Common Stock and
    of any other junior stock of the Corporation that may be outstanding, shall
    be entitled to receive, when, as and if declared by the Board of Directors
    out of funds legally available for the purpose, quarterly dividends payable
    in cash on the tenth day of January, April, July and October in each year
    (each such date being referred to herein as a "Quarterly Dividend Payment
    Date"), commencing on the first Quarterly Dividend Payment Date after the
    first issuance of a share or fraction of a share of Series C Preferred
    Stock, in an amount per share (rounded to the nearest cent) equal to the
    greater of (i) $.25 per share ($1.00 per annum), or (ii) subject to the
    provision for adjustment hereinafter set forth, 100 times the aggregate per
    share amount of all cash dividends, and 100 times the aggregate per share
    amount (payable in kind) of all non-cash dividends or other distributions,
    other than a dividend payable in shares of Common Stock or a subdivision or
    combination or


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    consolidation of the outstanding shares of Common Stock (by
    reclassification or otherwise), declared on the Common Stock since the
    immediately preceding Quarterly Dividend Payment Date, or, with respect to
    the first Quarterly Dividend Payment Date, since the first issuance of any
    share or fraction of a share of Series C Preferred Stock.  In the event
    that the Corporation shall at any time declare or pay any dividend on
    Common Stock payable in shares of Common Stock, or effect a subdivision or
    combination or consolidation of the outstanding shares of Common Stock (by
    reclassification or otherwise) into a greater or lesser number of shares of
    Common Stock, then and in each such event, the amount to which the holder
    of each share of Series C Preferred Stock was entitled immediately prior to
    such event under clause (ii) of the preceding sentence shall be adjusted by
    multiplying such amount by a fraction, the numerator of which is the number
    of shares of Common Stock outstanding immediately after such event, and the
    denominator of which is the number of shares of Common Stock that were
    outstanding immediately prior to such event.

              (ii)   The Corporation shall declare a dividend or distribution
    on the Series C Preferred Stock as provided in paragraph (d)(i) of this
    Section 1 contemporaneously with any declaration of a dividend or
    distribution on the Common Stock (other than a dividend payable in shares
    of Common Stock); provided, however, that in the event no dividend or
    distribution shall have been declared on the Common Stock during the period
    between any Quarterly Dividend Payment Date and the next subsequent
    Quarterly Dividend Payment Date, a dividend of $.25 per share ($1.00 per
    annum) on the Series C Preferred Stock shall nevertheless be payable on
    such subsequent Quarterly Dividend Payment Date.

              (iii)  Dividends shall begin to accrue and be cumulative on
    outstanding shares of Series C Preferred Stock from the Quarterly Dividend
    Payment Date next preceding the date of issue of such shares of Series C
    Preferred Stock, unless the date of issue of such shares is prior to the
    record date for the first Quarterly Dividend Payment Date, in which cash
    dividends on such shares shall begin to accrue from the date of issue of
    such shares, or unless the date of issue is a Quarterly Dividend Payment
    Date or is a date after the record date for the determination of holders of
    shares of Series C Preferred Stock entitled to receive a quarterly dividend
    and before such Quarterly Dividend Payment Date, in either of which cases
    such dividends shall begin to accrue and be cumulative from such Quarterly
    Dividend Payment Date.  Accrued but unpaid dividends shall cumulate but
    shall not bear interest.  Dividends paid on the shares of Series C
    Preferred Stock in an amount less than the total amount of such dividends
    at the time accrued and payable on such shares shall be allocated pro rata
    on a share-by-share basis among all such shares at the time outstanding. 
    The Board of Directors may fix a record date for the determination of
    holders of shares of Series C Preferred Stock entitled to receive payment
    of a dividend or distribution declared thereon, which record date shall be
    not more than 60 days prior to the date fixed for the payment thereof.

    2.   PREFERENCE ON LIQUIDATION.

         (a)  CLASS A AND CLASS B PREFERRED STOCK.

              (i)    LIQUIDATION AMOUNT.  In the event of any liquidation,
    dissolution or winding up of the Corporation, the holders of shares of
    Class A Preferred Stock or Class B Preferred Stock then outstanding shall
    be entitled to be paid out of the assets of the Corporation available for
    distribution to its stockholders' whether from capital, surplus or
    earnings, before any payment shall be made in respect of Common Stock the


                                          4
<PAGE>

    amount of One Hundred Dollars ($100) per share for each share of Class A
    Preferred Stock or Class B Preferred Stock then held by them, plus all
    accrued and unpaid dividends thereon to the date fixed for distribution. 
    After setting apart or paying in full the preferential amounts due the
    holders of record of the issued and outstanding Class A Preferred Stock and
    Class B Preferred Stock, the Corporation's remaining equity (whether stated
    capital or surplus), if any, shall, subject to Section 2(b), be distributed
    exclusively to the holders of record of the issued and outstanding Common
    Stock.  If upon liquidation, dissolution or winding up of the Corporation,
    the assets of the Corporation available for distribution to its
    stockholders shall be insufficient to pay the holders of the Preferred
    Stock the full preferential amounts to which they shall be entitled, such
    assets as are available shall be distributed (pro rata, if necessary) first
    to the holders of Class A Preferred Stock, and any assets remaining after
    payment in full of the preferential amount on the Class A Preferred Stock
    shall be distributed pro rata to the holders of the Class B Preferred
    Stock.

              (ii)   MERGER OR SALE OF ASSETS.  The merger or consolidation of
    the Corporation into or with another corporation, or the sale of all or
    substantially all of the assets of the Corporation, shall not be deemed to
    be a liquidation, dissolution or winding up of the Corporation as those
    terms are used in paragraph (a); provided, however, that nothing in this
    clause (ii) shall be interpreted to lessen any rights granted to holders of
    Class A Preferred Stock and Class B Preferred Stock in Section 4(a)(ii)
    hereof.

         (b)  SERIES C PREFERRED STOCK.

              (i)    LIQUIDATION, DISSOLUTION OR WINDING UP.  Upon any
    liquidation, dissolution or winding up of the Corporation, no distribution
    shall be made to:

                     (A)     the holders of shares of stock ranking junior
              (either as to dividends or upon liquidation, dissolution or
              winding up) to the Series C Preferred Stock unless, prior
              thereto, the holders of shares of Series C Preferred Stock shall
              have received the greater of (1) $1.00 per share ($.01 per one
              one-hundredth of a share), plus an amount equal to accrued and
              unpaid dividends and distributions thereon, whether or not
              declared, to the date of such payment, or (2) an aggregate amount
              per share, subject to the provision for adjustment hereinafter
              set forth, equal to 100 times the aggregate amount to be
              distributed per share to holders of shares of Common Stock; or

                     (B)     the holders of shares of stock ranking on a parity
              (either as to dividends or upon liquidation, dissolution or
              winding up) with the Series C Preferred Stock, except
              distributions made ratably on the Series C Preferred Stock and
              all other such parity stock in proportion to the total amounts to
              which the holders of all such shares are entitled upon such
              liquidation, dissolution or winding up.


                                          5
<PAGE>

    In the event that the Corporation shall at any time declare or pay any
    dividend on Common Stock payable in shares of Common Stock, or effect a
    subdivision or combination or consolidation of the outstanding shares of
    Common Stock (by reclassification or otherwise) into a greater or lesser
    number of shares of Common Stock, then and in each such event, the
    aggregate amount to which the holder of each shares of Series C Preferred
    Stock was entitled immediately prior to such event under the proviso in
    clause (A) of the preceding sentence shall be adjusted by multiplying such
    amount by a fraction, the numerator of which is the number of shares of
    Common Stock outstanding immediately after such event, and the denominator
    of which is the number of shares of Common Stock that were outstanding
    immediately prior to such event.

              (ii)   RANK.  Unless otherwise provided in this Certificate of
    Incorporation or a Certificate of Designation relating to a subsequent
    series of Preferred Stock, the Series C Preferred Stock shall rank junior
    to all other series of Preferred Stock as to the payment of dividends and
    the distribution of assets on liquidation, dissolution or winding up, and
    senior to the Common Stock.

    3.   REDEMPTION.

         (a)  CLASS A AND CLASS B PREFERRED STOCK.

              (i)    REDEMPTION AT THE OPTION OF THE CORPORATION.

                        (A)  Subject to the provisions of Section 3(a)(vi), the
              Corporation may at any time it may lawfully do so, at the option
              of the Board of Directors, redeem the Class A Preferred Stock or
              Class B Preferred Stock in whole or in part by paying in cash
              therefor One Hundred Dollars ($100) for each share of Class A
              Preferred Stock or Class B Preferred Stock, as the case may be,
              together with all accrued and unpaid dividends on each such share
              (the "Preferred Stock Redemption Price"); and

                     (B)     So long as any Deferred Redemption Shares (as
              defined in Section 1(c) hereof) exist, the Corporation may, at
              any time it may lawfully do so, at the option of the Board of
              Directors, redeem any amount of Class B Preferred Stock not in
              excess of the number of Deferred Redemption Shares calculated
              immediately before such redemption at the Preferred Stock
              Redemption Price.  Any redemption of Class B Preferred Stock made
              pursuant to this Section 3(a)(i)(B) need not comply with the
              first sentence of Section 3(a)(vii).  The Notice of Optional
              Redemption required by Section 3(a)(vi) in respect of stock
              redeemed pursuant to this Section 3(a)(i)(B) shall specifically
              state the redemption is being made pursuant to this
              Section 3(a)(i)(B).

              (ii)   MANDATORY REDEMPTION OF CLASS A PREFERRED STOCK IN 1993. 
    Between January 1, 1993 and May l, 1993 (both inclusive), the Corporation
    shall redeem all of the outstanding Class A Preferred Stock, or so much of
    the outstanding Class A


                                          6
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    Preferred Stock as may be legally redeemed by paying in cash therefor the
    Preferred Stock Redemption Price plus interest, if any, accrued thereon (at
    the rate announced by Bank of America NT & SA from time to time as its
    Reference Rate) from January 31, 1993 through May l, 1993 (or, if sooner,
    the payment date), subject to the following limitations:

                     (A)     The redemption (including interest) shall be
              required only to the extent, if any, that the corporation's
              Stockholders Equity (as defined below) at December 3l, 1992 was
              greater than the difference between (1) $l7,000,000 and (2) the
              total dollar amount paid to redeem any Class A Preferred Stock
              and Class B Preferred Stock on or prior to December 31, 1992
              pursuant to Section 3(a)(i)(A); and

                     (B)     The redemption shall be required only to the
              extent, if any, it is permitted by the terms of the Acquisition
              Financing Agreements (as defined below).

              (iii)  MANDATORY REDEMPTION OF CLASS A PREFERRED STOCK AFTER
    1993.  If all of the Class A Preferred Stock is not redeemed by May 1,
    1993, then, between January l and May l (both inclusive) in each year
    thereafter, the Corporation shall redeem Ten Thousand (10,000) shares (or
    such lesser amount as is then outstanding) of Class A Preferred Stock or so
    much thereof as may legally be redeemed, in cash at the Preferred Stock
    Redemption Price plus interest, if any, accrued thereon (at the rate
    announced by Bank of America NT & SA from time to time as its Reference
    Rate) from January 31 through May l of the year of the redemption (or, if
    sooner, the payment date), subject to the following limitations:

                     (A)     The redemption (including interest) provided for
              in this Section 3(a)(iii) for a particular year shall be required
              only to the extent, if any, that the Corporation's Stockholders
              Equity as of December 31 of the immediately preceding year shall
              exceed the sum of (1) $12,000,000 and (2) the aggregate
              liquidation preference of all Class A Preferred Stock and Class B
              Preferred Stock outstanding on January l of such year less
              $1,000,000 (or such lesser liquidation preference as applies to
              all Class A Preferred Stock then outstanding); and

                     (B)     The redemption shall be required only to the
              extent, if any, it is permitted by the terms of the Acquisition
              Financing Agreements.

              (iv)   MANDATORY REDEMPTION OF SERIES B PREFERRED STOCK.  Between
    January l and May 1 (both inclusive) of each year from 1994 to 1997
    (inclusive), the Corporation shall redeem Ten Thousand (10,000) shares (or
    such lesser amount as is then outstanding) of the Class B Preferred Stock,
    or so much thereof as may legally be redeemed, in cash at the Preferred
    Stock Redemption Price plus interest, if any, accrued thereon (at the rate
    announced by Bank of America NT & SA from time to time as its Reference
    Rate) from January 31 through May l of the year of the redemption (or, if
    sooner, the payment date), subject to the following limitations:


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<PAGE>

                     (A)     The redemption (including interest) provided for
              in this Section 3(a)(iv) for a particular year shall be required
              only to the extent, if any, that the Corporation's Stockholders
              Equity as of December 31 of the immediately preceding year shall
              exceed the sum of (1) $15,000,000 and (2) the aggregate
              liquidation preference of all Class A Preferred Stock and Class B
              Preferred Stock outstanding on January l of such year less
              $1,000,000 (or such lesser liquidation preference as applies to
              all Class B Preferred Stock then outstanding);

                     (B)     The redemption shall be required only to the
              extent, if any, it is permitted by the terms of the Acquisition
              Financing Agreements;

                     (C)     No redemption shall be required if the ratio of

                        (1)  the Corporation's EBIT for the preceding calendar
                     year to

                        (2)  the Corporation's Senior Debt Service for the
                     preceding calendar year is below 150%; provided that, if
                     such ratio is greater than 150% but less than 200% and if
                     all of the other conditions to mandatory redemption set
                     forth in this Section 3(a)(iv) are satisfied, the
                     Corporation may by written notice given to the holder of
                     the Class B Preferred Stock on or before May 1 of such
                     year elect not to redeem all or any portion of the Class B
                     Preferred Stock then required to be redeemed pursuant to
                     this Section 3(a)(iv).  The giving of such notice shall
                     create Deferred Redemption Shares as defined in
                     Section 1(c) and give rise to a dividend obligation in
                     respect of the Class B Preferred Stock which shall accrue
                     and be payable in accordance with Section 1(c); and

                     (D)     The redemption shall be required only to the
              extent, if any, it will not reduce

                        (1)  the amount of funds available for borrowing under
                     the Corporation's revolving loan agreements, plus

                        (2)  the cumulative amount of Business Expansion Debt
                     theretofore drawn under such revolving loan agreements,
                     minus

                        (3)  the outstanding principal amount of the term loans
                     under the Acquisition Financing Agreements,

                        below $6,500,000.

              (v)    MANDATORY REDEMPTION OF ALL CLASS A AND CLASS B PREFERRED
    STOCK.  Notwithstanding anything to the contrary in this Section 2, on
    December 31, 1997


                                          8
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    the Corporation shall redeem in cash, out of any funds legally available
    therefor, all outstanding shares of Class A and Class B Preferred Stock at
    the Preferred Stock Redemption Price.

              (vi)   NOTICE OF OPTIONAL REDEMPTION.  Notice of any redemption
    pursuant to Section 3 (a)(i) shall be given by certified or registered
    mail, postage prepaid, to the holders of record of the Class A Preferred
    Stock and/or Class B Preferred Stock to be redeemed at least 15 but no more
    than 30 days prior to the proposed date for redemption, such notice to be
    addressed to each such stockholder at the address of such holder given to
    the Corporation for the purposes of notice, or if no such address appears
    or is so given, at the place where the principal office of the Corporation
    is located.  Such notice shall state the date fixed for redemption, the
    number of shares to be redeemed and the redemption price per share and
    shall call upon such holder to surrender to the Corporation on said date at
    the place designated in the notice such holder's certificate or
    certificates representing the shares to be redeemed.  On or after the date
    fixed for redemption and stated in such notice, each holder of shares of
    Class A Preferred Stock and/or Class B Preferred Stock notified of the
    redemption shall surrender the certificate(s) evidencing such shares to the
    Corporation at the place designated in such notice and shall thereupon be
    entitled to receive payment of the redemption price.  If less than all the
    shares represented by any such surrendered certificate(s) are redeemed, a
    new certificate shall be issued representing the unredeemed shares.  If
    such notice of redemption shall have been duly given, and if on the date
    fixed for redemption funds necessary for the redemption shall be available
    therefor, then, as to any certificates evidencing any Class A Preferred
    Stock and Class B Preferred Stock so called for redemption and not
    surrendered, all rights of the holders of such shares so called for
    redemption and not surrendered shall cease with respect to such shares,
    except only the right of the holders to receive the redemption price
    without interest upon surrender of their certificates therefor.

              (vii)  PARTIAL REDEMPTION.  In the case of the redemption of a
    part only of the outstanding Class A or Preferred Stock or Class B
    Preferred Stock under Section 3(a)(i)(A), the Corporation shall redeem the
    Class A Preferred Stock and Class B Preferred Stock then outstanding on a
    pro rata basis (rounded to the nearest whole share).  If Class A Preferred
    Stock or Class B Preferred Stock is held by more than one holder and less
    than all the outstanding shares of such class are to be redeemed, the
    amount to be redeemed shall be allocated (rounded to the nearest whole
    share) among the holders of such class pro rata in accordance with the
    amount held by each.

         (b)  NO REDEMPTION OF SERIES C PREFERRED STOCK.  The shares of
    Series C Preferred Stock shall not be redeemable.  Notwithstanding the
    foregoing, the Corporation may acquire shares of Series C Preferred Stock
    in any other manner permitted by law or this Certificate of Incorporation. 
    Any shares of Series C Preferred Stock purchased or otherwise acquired by
    the Corporation in any manner whatsoever shall be retired and cancelled
    promptly after the acquisition thereof.  All such shares shall upon their
    cancellation become authorized but unissued shares of Preferred Stock,
    without designation as to series, and may be reissued as part of any series
    of Preferred Stock


                                          9
<PAGE>

    created by resolution or resolutions of the Board of Directors (including
    Series C Preferred Stock), subject to the conditions and restrictions on
    issuance set forth herein.

4.  VOTING.

         (a)  CLASS A AND CLASS B PREFERRED STOCK.  The holders of the Class A
    Preferred Stock or Class B Preferred Stock shall not be entitled to vote
    for directors of the Corporation or upon any matter submitted to a vote of
    stockholders, except that:

              (i)    Any amendment of this Certificate of Incorporation or the
    Bylaws of the Corporation which adversely affects the rights, preferences,
    privileges and restrictions granted to or imposed upon the Class A
    Preferred Stock or Class B Preferred Stock in a manner different than its
    effect upon other capital stock of the Corporation, shall not be adopted
    without the vote of the holder(s) of two-thirds of the Class A Preferred
    Stock or Class B Preferred Stock affected by such amendment then
    outstanding.

              (ii)   Any increase in the authorized number of shares of any
    class or series of Preferred Stock or any authorization or designation of a
    class or series of Preferred Stock on a parity with the Class B Preferred
    Stock shall not be adopted without the vote of the holder(s) of two-thirds
    of the Class B Preferred Stock then outstanding.

              (iii)  Any authorization or designation of any equity security
    which is senior to the Class B Preferred Stock shall not be adopted without
    the vote of the holder(s) of two-thirds of the Class B Preferred Stock then
    outstanding.

              (iv)   In the event that for any reason the Corporation does not
    redeem all or any portion of the Class B Preferred Stock pursuant to
    Section 3(a)(iv), the holder(s) of Class B Preferred Stock, voting as a
    separate class, shall have the right to elect two (2) members of the Board
    of Directors, with such right commencing at the time of the failure to
    redeem and remaining in effect until the date upon which the Corporation
    has redeemed all Deferred Redemption Shares (as defined in Section 1(c)).

              (v)    Such holders shall have the right to vote to the extent
    required by the Delaware General Corporation Law.

         (b)  SERIES C PREFERRED STOCK.  The holders of shares of Series C
    Preferred Stock shall have the following voting rights:

              (i)    Each share of Series C Preferred Stock shall entitle the
    holder thereof to 100 votes (and each one one-hundredth of a share of
    Series C Preferred Stock shall entitle the holder thereof to one vote) on
    all matters submitted to a vote of the stockholders of the Corporation.  In
    the event that the Corporation shall at any time declare or pay any
    dividend on Common Stock payable in shares of Common Stock or effect a
    subdivision or combination or consolidation of the outstanding shares of
    Common Stock (by reclassification or otherwise than by payment of a
    dividend in shares of Common Stock) into a greater or lesser number of
    shares of Common Stock, then and in each such event, the number of votes
    per share to which holders of shares of Series C


                                          10
<PAGE>

    Preferred Stock were entitled immediately prior to such event shall be
    adjusted by multiplying such number by a fraction, the numerator of which
    is the number of shares of Common Stock outstanding immediately after such
    event, and the denominator of which is the number of shares of Common Stock
    that were outstanding immediately prior to such event.

              (ii)   Except as otherwise provided in this Certificate of
    Incorporation or herein or by law, the holders of shares of Series C
    Preferred Stock and the holders of shares of Common Stock shall vote
    together as one class on all matters submitted to a vote of the
    stockholders of the Corporation.

              (iii)  In addition, the holders of shares of Series C Preferred
    Stock shall have the following special voting rights:

                     (A)     In the event that at any time dividends on
              Series C Preferred Stock, whenever accrued and whether or not
              consecutive, shall not have been paid or declared and a sum
              sufficient for the payment thereof set aside, in an amount
              equivalent to six quarterly dividends on all shares of Series C
              Preferred Stock at the time outstanding, then and in each such
              event, the holders of shares of Series C Preferred Stock and each
              other series of Preferred Stock now or hereafter issued that
              shall be accorded such class voting right by the Board of
              Directors and that shall have the right to elect two directors as
              the result of a prior or subsequent default in payment of
              dividends on such series (each such other series being
              hereinafter called "Other Series of Preferred Stock"), voting
              separately as a class without regard to series, shall be entitled
              to elect two directors at the next annual meeting or a special
              meeting called for such purpose, in addition to the directors to
              be elected by the holders of all shares of the Corporation
              entitled to vote for the election of directors.  The remainder of
              the board shall be elected by the holders of all shares
              (including the Series C Preferred Stock and each Other Series of
              Preferred Stock) of the Corporation entitled to vote for the
              election of directors; provided, however, that the Series C
              Preferred Stock and each Other Series of Preferred Stock, voting
              as a class, shall not have the right to elect more than one-third
              of the directors pursuant to the provisions of this
              subsection (b)(iii)(A).  Such special voting right of the holders
              of shares of Series C Preferred Stock may be exercised until all
              dividends in default on the Series C Preferred Stock shall have
              been paid in full or declared and funds sufficient therefor set
              aside, and when so paid or provided for, such special voting
              right of the holders of shares of Series C Preferred Stock shall
              cease, but subject always to the same provisions for the vesting
              of such special voting rights in the event of any such future
              dividend default or defaults.  The provisions of this
              subsection (b)(iii)(A) shall be in addition to, and shall not
              affect, any other rights that the holders of any Other Series of
              Preferred Stock may hold with respect to the election of
              directors.  In the event that the provisions of this
              subsection (b)(iii)(A) are


                                          11
<PAGE>

              triggered, the authorized number of directors of the Corporation
              shall be increased to such number as is necessary to effect the
              voting rights set forth in this subsection (b)(iii)(A)

                     (B)     At any time after such special voting rights shall
              have so vested in the holders of shares of Series C Preferred
              Stock, the Secretary of the Corporation may, and upon the written
              request of the holders of record of 10% or more of the shares of
              Series C Preferred Stock and each Other Series of Preferred Stock
              then outstanding addressed to the Corporation shall, call a
              special meeting of the holders of all shares of the Corporation
              entitled to vote, for the election of directors to be elected as
              herein provided, to be held within 60 days after such call and at
              the place and upon the notice provided by law and in the Bylaws
              for the holding of meetings of stockholders; provided, however,
              that the Secretary shall not be required to call such special
              meeting in the case of any such request received less than
              90 days before the date fixed for any annual meeting of
              stockholders, and if in such case such special meeting is not
              called or held, the holders of shares of Series C Preferred Stock
              so entitled to vote shall be entitled to exercise the special
              voting rights provided in this paragraph at such annual meeting. 
              No such special meeting and no adjournment thereof shall be held
              on a date later than 60 days before the annual meeting of
              stockholders.  If, at any meeting so called shares of Series C
              Preferred Stock have the special voting rights provided for in
              this paragraph, the holders of not less than 40% of the aggregate
              voting power of Series C Preferred Stock and each Other Series of
              Preferred Stock then outstanding are present in person or by
              proxy, such percentage shall be sufficient to constitute a quorum
              for the election of the two directors as herein provided.

                     (C)     Upon the election at such meeting by the holders
              of shares of Series C Preferred Stock and each Other Series of
              Preferred Stock, voting as a class, of the directors they are
              entitled so to elect, the persons so elected, together with such
              persons as may be directors or as may have been elected as
              directors by the holders of all shares (including Series C
              Preferred Stock and each Other Series of Preferred Stock)
              otherwise entitled to vote for directors, shall constitute the
              duly elected directors of the Corporation.  The directors so
              elected by holders of shares of Series C Preferred Stock and each
              Other Series of Preferred Stock, voting as a class, shall serve
              until the next annual meeting or until their respective
              successors shall be elected and qualified, or if any such
              director is a member of a class of directors under provisions
              dividing the directors into classes, each such director shall
              serve until the annual meeting at which the term of office of
              such director's class shall expire or until such director's
              successor shall be elected and shall qualify, and at each
              subsequent meeting of stockholders at which the directorship of
              any director elected by the vote of holders of shares of Series C
              Preferred


                                          12
<PAGE>

              Stock and each Other Series of Preferred Stock under the special
              voting rights set forth in this paragraph is up for election,
              said special class voting rights shall apply in the reelection of
              such director or in the election of such directors successor;
              provided, however, that whenever the holders of shares of Series
              C Preferred Stock and each Other Series of Preferred Stock shall
              be divested of the special rights to elect two directors as above
              provided, the terms of office of all persons elected as directors
              by the holders of shares of Series C Preferred Stock and each
              Other Series of Preferred Stock, voting as a class, shall
              forthwith terminate, and two directors shall be elected by the
              holders of all shares (including the Series C Preferred Stock and
              each Other Series of Preferred Stock) to fill their positions.

                     (D)     If, at any time after a special meeting of
              stockholders or an annual meeting of stockholders at which the
              holders of shares of Series C Preferred Stock and each Other
              Series of Preferred Stock, voting as a class, have elected
              directors as provided above, and while the holders of shares of
              Series C Preferred Stock and each Other Series of Preferred Stock
              shall be entitled so to elect two directors, the number of
              directors who have been elected by the holders of shares of
              Series C Preferred Stock and each Other Series of Preferred Stock
              (or who by reason of one or more resignations, deaths or removals
              have succeeded any directors so elected) shall by reasons of
              resignation, death or removal be less than two but at least one,
              the vacancy in the directors so elected by the holders of shares
              of the Series C Preferred Stock and each Other Series of
              Preferred Stock may be filled by the remaining director elected
              by such holders.  In the event that such election shall not occur
              within 30 days after such vacancy arises, or in the event that
              there shall not be incumbent one director so elected by such
              holders, the Secretary of the Corporation may, and upon the
              written request of the holders of record of 10% or more of the
              shares of Series C Preferred Stock and each Other Series of
              Preferred Stock then outstanding addressed to the Secretary at
              the principal office of the Corporation shall, call a special
              meeting of the holders of shares of Series C Preferred Stock and
              each Other Series of Preferred Stock so entitled to vote, for an
              election to fill such vacancy or vacancies, to be held within
              60 days after such call and at the place and upon the notice
              provided by law and in the Bylaws for the holding of meetings of
              stockholders; provided, however, that the Secretary shall not be
              required to call such special meeting of stockholders, and if in
              such case such special meeting is not called, the holders of
              shares of Series C Preferred Stock so entitled to vote shall be
              entitled to fill such vacancy or vacancies at such annual
              meeting.  If any such special meeting required to be called as
              above provided shall not be called by the Secretary within
              30 days after receipt of any such request, the holders of record
              of 10% or more of the shares of Series C Preferred Stock and each
              Other Series of Preferred Stock then outstanding may designate in
              writing one of their number to call such


                                          13
<PAGE>

              meeting, and the person so designated may, at the expense of the
              Corporation, call such meeting to be held at the place and upon
              the notice above provided, and for that purpose shall have access
              to the stock books of the Corporation; no such special meeting
              and no adjournment thereof shall be held on a date later than
              60 days before the annual meeting of stockholders.

              (iv)   Nothing herein shall prevent the directors or stockholders
    from taking any action to increase the number of authorized shares of
    Series C Preferred Stock, or increasing the number of authorized shares of
    Preferred Stock of the same class as the Series C Preferred Stock or the
    number of authorized shares of Common Stock, or changing the par value of
    the Common Stock or Preferred Stock, or issuing options, warrants or rights
    to any class of stock of the Corporation as authorized by this Certificate
    of Incorporation, as it may hereafter be amended.

              (v)    Except as set forth herein, holders of shares of Series C
    Preferred Stock shall have no special voting rights and their consent shall
    not be required (except to the extent they are entitled to vote as set
    forth in this Certificate of Incorporation or by law) for taking any
    corporate action.

    5.   CONVERSION RIGHTS OF CLASS A PREFERRED STOCK.

         (a)  CONVERSION OF CLASS A PREFERRED STOCK.  Upon or at any time after
    the effective date of a registration statement for the initial offering of
    the Corporation's Common Stock to the general public, each holder of
    Class A Preferred Stock which was not redeemed on or before such effective
    date may, upon surrender of the certificates therefor at the principal
    office of the Corporation, convert any or all of such holder's Class A
    Preferred Stock into a number of fully paid and non-assessable shares of
    Common Stock of the Corporation equal to (x) $100 multiplied by the number
    of shares of Class A Preferred Stock to be converted, divided by (y) the
    price to the public in such offering, in case the Conversion Date (as
    defined below) is such effective date, or, in the case of a later
    Conversion Date, the closing price as publicly reported on the principal
    established public market for the Common Stock on the Conversion Date (or,
    if the Conversion Date is not a trading day, the last prior trading day)
    or, if no such closing price was publicly reported for such day or last
    trading day, the mean of the asked and bid prices publicly reported on the
    principal established public market on such day or last trading day. 
    Notwithstanding anything in this Section 5, any conversion right shall be
    suspended for the period when no conversion price can be determined
    pursuant to the preceding sentence.

         (b)  PROCEDURE FOR CONVERSION.  Before any holder of Class A Preferred
    Stock shall be entitled to convert the same into shares of Common Stock he
    shall surrender the certificate or certificates therefor, duly endorsed in
    blank or accompanied by forms appropriate for transfer, at the principal
    office of the Corporation and shall give written notice to the Corporation
    at its principal office that he elects to convert the same and shall state
    in writing therein the name or names in which he wishes a certificate or
    certificates


                                          14
<PAGE>

    for shares of Common Stock to be issued.  The Corporation shall, as soon as
    practicable thereafter, issue and deliver at such office to such holder of
    Class A Preferred Stock or to his nominee or nominees, certificates for the
    number of full shares of Common Stock to which he shall be entitled.  Upon
    conversion, no fractional shares shall be issued and in lieu thereof the
    Corporation shall pay in cash the fair market value of such fraction as
    determined by the Board of Directors.  Such conversion shall be deemed to
    have been made immediately prior to the close of business on the date of
    such surrender of the Class A Preferred Stock to be converted (such time
    being herein called the "Conversion Date"), and the person or persons
    entitled to receive the shares of Common Stock issuable upon conversion
    shall be treated for all purposes as the record holder or holders of such
    shares of Common Stock on the Conversion Date.

         (c)  MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.  (i) In the event of
    a merger or consolidation of the Corporation with or into another
    corporation, or the sale of all or substantially all of the Corporation's
    properties and assets to any other person, then, as a part of such merger,
    consolidation or sale, provision shall be made so that the holders of the
    Class A Preferred Stock shall thereafter be entitled to receive upon
    conversion thereof, when and as such conversion right arises, the number of
    shares of stock or other securities or property of the Corporation, or of
    the successor corporation resulting from such merger or consolidation or
    sale to which a holder of Common Stock deliverable upon conversion would
    have been entitled on such merger, consolidation, or sale.  Nothing in this
    Section 5(c) shall diminish the voting rights of the Class A Preferred
    Stock or Class B Preferred Stock provided for in Section 4(a)(ii).

         (d)  NOTICE OF RECORD DATE.  If, at any time after the Class A
    Preferred Stock has become convertible under this Section 5, there is any
    capital reorganization of the Corporation, any reclassification or
    recapitalization of the capital stock of the Corporation or any transfer of
    all or substantially all of the assets of the Corporation to any other
    person, any consolidation or merger, or any voluntary or involuntary
    dissolution, liquidation or winding up of the Corporation, the Corporation
    shall mail to each holder of Class A Preferred Stock at least 30 days prior
    to the record date specified therein, a notice specifying (1) the date on
    which any such transaction is expected to become effective, and (2) the
    time, if any, that is to be fixed, as to when the holders of record of
    Common Stock (or other securities) shall be entitled to exchange their
    shares of Common Stock (or other securities) for securities or other
    property deliverable upon the consummation of such transaction.  Nothing in
    this Section 5(d) shall impair the voting rights of the Class A Preferred
    Stock or Class B Preferred Stock provided in Section 4(a)(ii).

         (e)  RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  If the Class A
    Preferred Stock becomes convertible under this Section 5, the Corporation
    shall at all times reserve and keep available out of its authorized but
    unissued shares of Common Stock, solely for the purpose of effecting the
    conversion of the Class A Preferred Stock, such number of its shares of
    Common Stock as shall from time to time be sufficient to effect the
    conversion of all outstanding shares of Class A Preferred Stock; and if at
    any time the number of authorized but unissued shares of Common Stock shall
    not be sufficient to effect the conversion of all outstanding shares of
    Class A Preferred Stock, the Corporation will take


                                          15
<PAGE>

    such corporate action as may be necessary to increase its authorized but
    unissued shares of Common Stock to such number of shares as shall be
    sufficient for such purposes.

    6.   CERTAIN DEFINED TERMS.

         As used in this Article FOURTH, the following terms have the meanings
indicated:

         ACQUISITION FINANCING AGREEMENTS--the agreements and other instruments
by which the Corporation or any of its assets are bound and which were entered
into or created (i) at or before the closing of the Purchase Agreement in
connection with its borrowing of money for the payment of the "Purchase Price"
under the Purchase Agreement and for its working capital and other funding
needs, or (ii) in connection with any refinancing of the debt described in
clause (i) on terms not more burdensome on the Class A Preferred Stock or
Class B Preferred Stock, in the aggregate, than the terms applicable under
clause (i).

         BUSINESS EXPANSION DEBT--any indebtedness incurred by the Corporation
or its subsidiaries in connection with the acquisition of one or more businesses
other than those financed by the Acquisition Financing Agreements, or to
increase the number of separate locations at which the Corporation conducts
material sales or production operations (other than any merely temporary
location or any location within 100 miles of another location being disposed of,
deactivated or put to another use at substantially the same time).  For purposes
of allocating indebtedness between Business Expansion Debt and other kinds of
indebtedness, amounts borrowed on a term basis for such purposes shall be
considered as outstanding Business Expansion Debt in the amount borrowed less
any subsequent repayments of such term debt.  In the case of term debt, part of
which was incurred for such purposes and part of which was incurred for other
purposes but which is otherwise homogeneous, repayments shall be allocated pro
rata with the aggregate  amounts originally borrowed for such purposes and for
other purposes.

         EBIT--for any year, the consolidated net earnings of the Corporation
and its subsidiaries before deduction of interest, original issue discount, debt
issuance expense amortization and income tax expense, all determined in
accordance with generally accepted accounting principles consistently applied,
as set forth on the Corporation's audited annual financial statements.

         SENIOR DEBT SERVICE--for any year, the aggregate amount payable in
such year by the Corporation and its subsidiaries on a consolidated basis on
account of principal of and interest on obligations incurred for the borrowing
of money or the deferred purchase price (or capitalized leases) of any property
with an original term of more than one year, other than (in each case) Business
Expansion Debt.

         STOCKHOLDERS EQUITY--at any date, the consolidated stockholders equity
(both Class A Preferred Stock and Class B Preferred Stock and Common Stock) of
the Corporation and its subsidiaries, all determined in accordance with
generally accepted accounting principles consistently applied, as set forth on
the Corporation's audited annual financial statements.


                                          16
<PAGE>

    7.   CERTAIN ADDITIONAL PROVISIONS OF SERIES C PREFERRED STOCK.

         (a)  CERTAIN RESTRICTIONS.

              (i)    Whenever any dividends or other distributions payable on
    the Series C Preferred Stock as provided in Section 1 hereof are in
    arrears, thereafter and until all accrued and unpaid dividends and
    distributions, whether or not declared, on shares of Series C Preferred
    Stock outstanding shall have been paid in full, the Corporation shall not,
    directly or indirectly:

                     (A)     declare or pay dividends on, or make any other
              distributions with respect to, any shares of stock ranking junior
              (either as to dividends or upon liquidation, dissolution or
              winding up) to the Series C Preferred Stock;

                     (B)     declare or pay dividends on, or make any other
              distributions with respect to, any shares of stock ranking on a
              parity (either as to dividends or upon liquidation, dissolution
              or winding up) with the Series C Preferred Stock, except
              dividends paid ratably on shares on the Series C Preferred Stock
              and all such parity stock on which dividends are payable or in
              arrears in proportion to the total amounts to which the holders
              of all such shares are then entitled;

                     (C)     redeem or purchase or otherwise acquire for
              consideration shares of any stock ranking junior (either as to
              dividends or upon liquidation, dissolution or winding up) with
              the Series C Preferred Stock, provided that the Corporation may
              at any time redeem, purchase or otherwise acquire shares of any
              such junior stock in exchange for shares of any stock of the
              Corporation ranking junior (either as to dividends or upon
              dissolution, liquidation or winding up) to the Series C Preferred
              Stock; or

                     (D)     purchase or otherwise acquire for consideration
              any shares of Series C Preferred Stock, or any shares of stock
              ranking on a parity with the Series C Preferred Stock, except in
              accordance with a purchase offer made in writing or by
              publication (as determined by the Board of Directors) to all
              holders of such shares upon such terms as the Board of Directors,
              after consideration of the respective annual dividend rates and
              other relative rights and preferences of the respective Series
              and classes, shall determine in good faith will result in fair
              and equitable treatment among the respective series or classes.

              (ii)   The Corporation shall not permit any subsidiary of the
    Corporation to purchase or otherwise acquire for consideration, directly or
    indirectly, any shares of stock of the Corporation unless the Corporation
    could, under paragraph (i) of this Section 7(a), purchase or otherwise
    acquire such shares at such time and in such manner.


                                          17
<PAGE>

         (b)  AMENDMENT.  This Certificate of Incorporation shall not be
    amended in any manner that would materially and adversely alter or change
    the powers, preference or special rights of the Series C Preferred Stock
    without the affirmative vote of the holders of at least two-thirds of he
    outstanding shares of Series C Preferred Stock, voting together as a single
    series.

         (c)  FRACTIONAL SHARES.  Series C Preferred Stock may be issued in
    fractions of a share (in one one-hundredths (1/100) of a share and integral
    multiples thereof) that shall entitle the holder thereof, in proportion to
    such holder's fractional shares, to exercise voting rights, receive
    dividends, participate in distributions and have the benefit of all other
    rights of holders of shares of Series C Preferred Stock.

    FIFTH:  The Corporation is to have perpetual existence.

    SIXTH:  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 of 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 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.

    SEVENTH:  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:

         l.   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 phrase "whole
    Board" and the phrase "total number of directors" shall be deemed to have
    the same meaning, to wit, the total number of directors which the
    Corporation would have if there were no vacancies.  No election of
    directors need be by written ballot.

         2.   After the original or other By-Laws of the Corporation have been
    adopted, amended, or repealed, as the case may be, in accordance with the


                                          18
<PAGE>

    provisions of Section 109 of the General Corporation Law of the State of
    Delaware, and, after the Corporation has received any payment for any of
    its stock, the power to adopt, amend, or repeal the By-Laws of the
    Corporation may be exercised by the Board of Directors of the Corporation;
    provided however, that any provision for the classification of directors of
    the Corporation for staggered terms pursuant to the provisions of
    subsection (d) of Section 141 of the General Corporation Law of the State
    of Delaware shall be set forth in an initial By-Law or in a By-Law adopted
    by the stockholders entitled to vote of the Corporation unless provisions
    for such classification shall be set forth in this Certificate of
    Incorporation.

         3.   Whenever the Corporation shall be authorized to issue only one
    class of stock, each outstanding share shall entitle the holder thereof to
    notice of, and the right to vote at, any meeting of stockholders.  Whenever
    the Corporation shall be authorized to issue more than one class of stock,
    no outstanding share of any class of stock which is denied voting power
    under the provisions of the Certificate of Incorporation shall title the
    holder thereof to the right to vote at any meeting of stockholders except
    as the provisions of paragraph (2) of subsection (b) of section 242 of the
    General Corporation Law of the State of Delaware shall otherwise require;
    provided, that no share of any such class which is otherwise denied voting
    power shall entitle the holder thereof to vote upon she increase or
    decrease in the number of authorized shares of said class.

    EIGHTH:  The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.

    NINTH:  Following registration of any of the classes of equity securities
of the Corporation pursuant to the provisions of the Securities Exchange Act of
1934, as amended, no action shall be taken by the stockholders of the
Corporation except at an annual or special meeting of stockholders called in
accordance with the Bylaws and no action shall be taken by the stockholders by
written consent.

    TENTH:  From time to time any of the provisions of this Certificate of
Incorporation 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 this
Certificate of Incorporation are granted subject to the provisions of this
Article TENTH.


                                          19
<PAGE>

    IN WITNESS WHEREOF, Building Materials Holding Corporation has caused its
corporate seal to be affixed hereto and this restated certificate of
incorporation to be signed by its President and attested by its Secretary, on
this 23 day of September, 1997.


                             BUILDING MATERIALS HOLDING
                             CORPORATION

                             By:
                                   ------------------------------------------
                             Name:  Robert E. Mellor
                             Title: President and Chief Executive Officer


(SEAL)

Attest:


------------------------------
Name:  Paul S. Street
Title: Secretary


                                      20