<PAGE>   1
                                                                      Exhibit 3a


                                                                          PAGE 1
                               State of Delaware

                        OFFICE OF THE SECRETARY OF STATE

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


         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

AMENDMENT OF "FINA, INC.", FILED IN THIS OFFICE ON THE SECOND DAY OF MAY, A.D.

1995, AT 8:30 O'CLOCK A.M.


         A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW

CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.


                                                /s/ EDWARD J. FREEL             
                             [SEAL]          -----------------------------------
                                             Edward J. Freel, Secretary of State

                                             AUTHENTICATION:     
0499225    8100                                                  7493496
                                                                  
                                                       DATE:
950096264                                                        05-03-95
<PAGE>   2





                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

     FINA, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:


     FIRST: That the Board of Directors of said corporation, by the majority
vote of its members, filed with the minutes of the board, adopted a resolution
proposing and declaring advisable the following amendment to the Certificate of
Incorporation:


              RESOLVED, That Article FOURTH of the Certificate of Incorporation
         of the Company be partially amended in that the first paragraph shall
         be amended as follows:

         FOURTH: 1.  The total number of shares of all classes of capital stock
                     which the corporation shall have authority to issue is
                     FORTY-FOUR MILLION (44,000,000) shares, of which FOUR
                     MILLION (4,000,000) shares shall be preferred stock of the
                     par value of $1.00 per share (hereinafter called
                     "Preferred Stock") and FORTY MILLION (40,000,000) shares
                     shall be shares of common stock of the par value of fifty
                     cents-per share (hereinafter called "Common Stock") which
                     shall be divided into two classes as follows:
                       (a)  THIRTY-EIGHT MILLION (38,000,000) shares of 
                            Class A Common Stock, and
                       (b)  TWO MILLION (2,000,000) shares of Class B 
                            Common Stock.

     SECOND: That at a meeting and by majority vote of stockholders, the their
vote the stockholders have given consent to said amendment in accordance with
the pro visions of Section 242 of the General Corporation Law of the State of
Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 of the General Corporation Law of the
State of Delaware, including but not limited to, the giving of notice to
stockholders for the meeting with the amendment set forth in full.
<PAGE>   3
              IN WITNESS WHEREOF, said FINA, Inc. has caused this certificate
         to be signed by Cullen M. Godfrey, its Senior Vice President,
         Secretary and General Counsel and attested by Linda Middleton, its
         Assistant Secretary this 28th day of April, 1995.

                                                 FINA, Inc.



                                                 By:   /s/ CULLEN M. GODFREY
                                                     ---------------------------
                                                 Cullen M. Godfrey
                                                 Senior Vice President,
                                                 Secretary and General
                                                 Counsel


Attest:

BY:    /s/ LINDA MIDDLETON          
   -----------------------------
Linda Middleton, Asst. Secretary
<PAGE>   4
                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION


        American Petrofina, Incorporated, a corporation organized  and existing
under and by virtue of the General Corporation    Law of the State of Delaware,
DOES HEREBY CERTIFY:

        FIRST:  That the Board of Directors of said corporation,  by the
majority vote of its members, filed with the minutes of  the Board adopted a
resolution proposing and declaring  advisable the following amendment to the
Certificate of  Incorporation:

                RESOLVED, That the name of the Company be changed  from
        American Petrofina, Incorporated, its present name,  to FINA, Inc. and
        that Article FIRST of the Company's  Certificate of Incorporation be
        amended to read as  follows:

                "FIRST:  The name of the Corporation shall be FINA,  Inc.
        (hereinafter called the "Corporation")."

        SECOND:  That in lieu of a meeting and vote of  stockholders, the
stockholders have given majority written  consent to said amendment in
accordance with the provisions of  Section 228 of the General Corporation Law
of the State of  Delaware and written notice has been given to stockholders as 
required in such Section.

        THIRD:  That the aforesaid amendment was duly adopted in  accordance
with applicable provisions of Sections 242 and 228  of the General Corporation
Law of the State of Delaware.

<PAGE>   5




        IN WITNESS WHEREOF, said American Petrofina, Incorporated  has caused
this certificate to be signed by Cullen M. Godfrey,  its Vice President
Secretary and General Counsel,  and   attested by Linda Middleton, its 
Assistant  Secretary, this  17th day of April, 1991.

                              AMERICAN PETROFINA, INCORPORATED


                              By: ____/s/_____________________
                                   Cullen M. Godfrey
                                   Vice President, Secretary and
                                   General Counsel


ATTEST:

By:__________/s/_______________________
   Linda Middleton, Assistant Secretary


<PAGE>   6
                    COMPOSITE CERTIFICATE OF INCORPORATION

                                      OF

                       AMERICAN PETROFINA, INCORPORATED

                                    as of

                               OCTOBER 15, 1987



        WE, THE UNDERSIGNED, in order to  form a  corporation  for the purposes
hereinafter stated, under and pursuant to the  provisions of the General
Corporation Law of the State of  Delaware, being Title 8, Chapter 1 of the
Delaware Code of 1953  effective February 12, 1953 as amended and supplemented,
do  hereby certify as follows:
      
        FIRST:  The name of the corporation shall be American  Petrofina,
Incorporated (hereinafter called the "Corporation").

        SECOND:  The principal  office of the  Corporation in  the State of
Delaware is to be located in the City of Dover,  County of Kent.   The  agent
in charge thereof is the United  States Corporation Company, whose  address is 
No. 129  South  State Street, in said city.

        THIRD:  The nature of the business of the Corporation  and the objects
and  purposes proposed  to be  transacted,  promoted and  carried on are to do
any or all of  the things  herein mentioned, as fully and to the same extent as
natural  persons might or could do and in any part of the world:

                (a)  To carry out all phases of the business of  drilling,
        boring and exploring for, producing,  manufacturing, treating,
        refining, liquefying, or  otherwise preparing for market, transporting, 
        marketing, dealing in, buying  and selling,  storing,  or otherwise
        disposing of oil of  any  and all kinds 

<PAGE>   7
        and grades, natural or artificial gas of any and all  forms,
        gasoline, carbon and hydrocarbon products,  ammonia, sulphur, asphalt,
        bitumen and bituminous  substances of all kinds, chemicals,
        petrochemicals,  fertilizers, and any and all other minerals, mineral 
        substances, metals, ores of every kinds, drugs,  pharmaceuticals, and
        the elements, constituents,  products, by-products, mixtures,
        combinations,  compounds derivatives and blends thereof;


                (b)  To obtain by contract or concession,  purchase, or
        otherwise acquire, own, use, develop,  explore, operate, lease
        mortgage, create liens upon,  deal and trade in, sell, lease  or
        otherwise  dispose  of any and all lands, real property, mining claims, 
        mineral rights, gas and oil wells, leases,   concessions, licenses,
        royalty interests, grants,  rights of way, land patents, franchises,
        deposits,  water rights, wells, mines, quarries, claims,  easements,
        tenements, hereditaments and interests of  every description and nature
        whatsoever;

                (c)  To engage in any kinds of manufacturing  business and to
        manufacture, buy, lease or otherwise  acquire, own, operate, install,
        service, transport,  import, export, sell, lease or otherwise  dispose
        of  and generally to trade and deal in and with  any and  all kinds of
        raw materials, natural resources,  manufactured articles and products,
        equipment,  machinery, parts, supplies, tools, and goods,  merchandise
        and tangible property of every kind, used  or capable of being used for
        any purpose whatever;

                (d)  To build, purchase, lease or otherwise  acquire, own,
        develop, operate,  mortgage,  create  liens upon, deal in, sell, lease
        or otherwise dispose  of transportation facilities, including cars,
        tank  cars, pipe lines, transmission lines, distribution  lines and
        plants, pumping and compressing stations,  terminals, aircraft, tankers
        and other  vessels or  ships of any kind, and any and all  related  
        facilities;

                (e)  To build, purchase, lease, or otherwise  acquire, own,
        develop,  operate, mortgage,  create  liens upon, deal in, sell, lease
        or otherwise dispose  of any and all kinds of plants, factories,
        buildings,  refineries, warehouses, power plants, waterworks,   tanks
        and other storage facilities, machinery of all  kinds,  property,  real
        or  personal, of  every kind  and description, docks, repair shops,
        telegraph and  telephone facilities, and any and all facilities, 
        connections, installations, things or property, real  and personal and
        of every kind and description, 





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<PAGE>   8
        connected with, incidental to, necessary, suitable,  useful,
        convenient or appertaining to  any or all of  the foregoing purposes
        and  powers of the Corporation  or any of its businesses and
        activities;

                (f)  To acquire and use, develop and operate and  sell, assign,
        grant licenses or territorial rights in  respect to, or otherwise to 
        turn to  account or  dispose of any copyrights, trade-marks, trade
        names,  brands, patent rights, letters patent of the United  States or
        of any other country or government,  inventions, improvements and
        processes,  whether used  in connection with or secured under letters
        patent or  otherwise;

                (g)  To borrow money  and to  make and issue  notes, bonds,
        debentures, bills of exchange,  obligations and evidences of 
        indebtedness of all  kinds, whether secured by mortgage, pledge or 
        otherwise, without limit as to amount, and to secure  the same by
        mortgage, pledge or otherwise, and  generally to make and  perform 
        agreements and  contracts of every kind and description;

                (h)  To own, subscribe for or cause to be  subscribed for and
        to purchase or otherwise acquire,  hold for investment or otherwise and
        to use, sell,  assign, transfer, mortgage, pledge, exchange, 
        distribute or otherwise deal with or  dispose of  stocks, bonds,
        covenants, mortgages, deeds of trust,  obligations, evidences of
        indebtedness, securities,  notes, goodwill, rights, assets and 
        property of any  and every kind of any  corporation or  corporations; 
        and to operate, manage and control such properties or  any of them,
        either in the name  of such  corporation  or corporations or in the
        name of the Corporation; to  merge or consolidate with any corporation
        in such  manner as may be permitted by law;

                (i)  To aid in any manner any corporation whose  stocks, bonds
        or other obligations are held or in any  manner guaranteed by the
        Corporation, or in which the  Corporation is in any way interested, and
        to do any  other acts or things  for the  preservation,  protection,
        improvement or  enhancement of the  value  of any such stock, bonds, or
        other obligations, and  while owner of any such stock, bonds or other 
        obligations to exercise all the rights, powers and  privileges of
        ownership thereof, and to exercise any  and all voting powers thereon,
        to  guarantee the  payment of dividends upon any stock or the 
        principal  or interest or both of any bonds  or other   obligations,
        and the performance of any contracts;





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<PAGE>   9
                (j)  To purchase or otherwise acquire shares of  its own
        capital stock, bonds, notes, debentures or  other obligations, and to
        sell or  otherwise  dispose  of or retire the same, provided that the
        Corporation  shall not use any of its funds or property for the 
        purchase of its own shares of capital stock when such  use would cause
        any impairment of the capital of the  Corporation and provided further
        that the  shares of  its own capital stock belonging to the Corporation 
        shall not be voted directly or indirectly;

                (k)  To do all and everything  necessary,  suitable and proper
        for the accomplishment of any of  the purposes or the  attainment of
        any of the objects  or the furtherance of any of the powers
        hereinbefore  set forth, either alone or in association with other 
        corporations, firms, or individuals, and to do every  other act or
        acts, thing or things, incidental or  appurtenant to or growing out of
        or  connected with   the aforesaid business or powers or any part or
        parts  thereof,  provided  the same be not  inconsistent  with the laws 
        under  which  the  Corporation  is   organized.

        The  business or purpose of the Corporation is from  time to time to do
any one or more of the acts and things  hereinabove set forth, and it shall
have power to conduct and  carry on its said business, or any part  thereof, 
and to have   one or more  offices, and to  exercise  any or all of its 
corporate powers and rights, in the  State of  Delaware and in   the various
other  states,  territories,  colonies and  dependencies of the United States,
in the District of Columbia,  and in all or any foreign countries.

        The enumeration herein of the objects and purposes of  the Corporation
shall be construed as owners as well as objects  and purposes and shall not be
deemed to exclude  by inference  any powers, objects or purposes which the
Corporation is  empowered to exercise, whether  expressly by force of the laws 
of the State of Delaware now or  hereafter in effect or implied  by the
reasonable construction of the said laws.





                                      4
<PAGE>   10
        FOURTH:  1.  The total number of shares of all  classes of capital
stock which the Corporation shall have  authority to issue is TWENTY-FOUR
MILLION (24,000,000) shares,  of which FOUR MILLION (4,000,000) shares shall be
preferred  stock of the par value of $1.00 per share (hereinafter called 
"Preferred Stock"), and TWENTY MILLION (20,000,000)  shares  shall be shares of
common stock of the par value of $1.00 per  shares (hereinafter called "Common
Stock") which shall be  divided into two classes as follows:

                (a)  NINETEEN MILLION (19,000,000) shares of Class A  Common
        Stock, and

                (b)  ONE MILLION (1,000,000) shares of Class B Common  Stock.

        The  following are the terms and provisions of each class  of stock
which the Corporation shall have authority to issue:

                SECTION A:  Provisions relating to Preferred Stock:

                (1)  The Board of Directors is expressly authorized  at any
        time, and from time to time, to provide for the  issuance of shares of
        Preferred Stock in one or more  series, with (subject to the provisions
        hereof)  such  voting owners, full or limited but not to exceed one
        vote  per share, or without voting powers, and with such  designations,
        preferences and relative, participating,  optional or other special
        rights, and qualifications,  limitations or restrictions thereof, as 
        shall be stated  and expressed in the resolution or resolutions
        providing 





                                      5
<PAGE>   11
        for the issue thereof adopted by the Board of Directors,  and
        as are not stated and expressed in this Certificate of  Incorporation,
        or any amendment thereto, including (but  without limiting the
        generality of the foregoing) the  following:

                        (a)  The  number  of  shares  to  constitute,  and
                designation of, such series.

                        (b)  The dividend rate of such series, the  conditions
                and dates upon which such dividends shall  be payable, the
                preference or relation which such  dividends shall bear to the
                dividends payable on any  other class or classes or on any
                other series of  capital stock, and whether such dividends
                shall be  cumulative or noncumulative.

                        (c)  Whether the shares of such series shall be 
                subject to redemption by the Corporation, and, if  made subject
                to such redemption, the times, prices  and other terms and
                conditions of such redemption  (which may vary at different
                redemption dates and may  differ in the case of shares redeemed
                through  operation of any purchase, retirement or sinking fund 
                from the cause of shares otherwise redeemed).

                        (d)  The terms and amount of any sinking fund  provided
                for the purchase or redemption of the shares  of such series.

                        (e)  Whether or not the shares of such series  shall 
                be convertible into or exchangeable for shares 





                                      6
<PAGE>   12
                of any other class or classes or of any other series 
                of any class or classes of capital stock of the  Corporation,
                and, if provision be made for conversion  or exchange, the
                times, prices, rates, adjustments,  and other terms and
                conditions of such conversion or  exchange.

                        (f)  The extent, if any, to which the holders of  the
                shares of such series shall be entitled to vote  as a class or
                otherwise with respect to the election  of directors or
                otherwise; provided, however, that in  no event shall any
                holder of shares of any series of  Preferred Stock be entitled
                to more than one vote for  each share of such Preferred Stock
                held by him; and  provided, further, that the voting rights of
                the  holders of the shares of such series shall in no  event
                affect the rights of the holders of the shares  of Class B
                Common Stock, voting as a class, to elect  a certain number of
                directors, as hereunder set  forth.

                        (g)  The restrictions, if any, on the issue or  reissue
                of shares of such series or of any additional  shares of
                Preferred Stock.

                        (h)  The limitations and restrictions, if any,  upon
                the distribution of the assets of the  Corporation (including
                by means of dividends) and the  rights of the holders of shares
                of such series upon  the dissolution of, or upon any
                distribution of the 





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<PAGE>   13
                assets of the Corporation.  


                        (i)  Such other preferences and relative, 
                participating, optional or other special rights, or 
                qualifications, limitations or restrictions thereof  as shall
                not be inconsistent with this Article  FOURTH. 

                (2)  Except as otherwise required by law and except  for such
        voting powers with respect to the election of  directors or other
        matters as may be stated in the  resolutions of the Board of Directors
        creating any series  of Preferred Stock, the holders of any such series
        shall  have no voting power whatsoever.

                SECTION B:  Provisions relating to Common Stock:

                (1)  Except as otherwise provided in this Article  FOURTH and
        except as shares  are designated as Class A  Common stock or Class B
        Common Stock as the case may be,  each share of Class A Common Stock
        and each share of Class  B Common Stock shall be identical in all
        respects, shall  have the same powers, preferences and rights without 
        preference of any class or share over any other class or  share, and
        each holder of such shares shall be entitled at  any stockholders'
        meeting to one vote for each such share  standing in his name on the
        books of the Corporation.

                (2)  (a)  Except to the extent otherwise provided in  the  last
        sentence of paragraph 2(b) of this Article  FOURTH, on any vote for the
        election of directors the 





                                      8
<PAGE>   14
        holders of record of the issued and outstanding shares of 
        Class B Common Stock shall be entitled, voting separately  as a class,
        to elect the smallest number comprising more  than half of the
        directors to be elected, and the holders  of record of the issued and
        outstanding shares of Class A  Common Stock (and any series of the
        Preferred Stock  entitled to vote for the election of directors) shall
        be  entitled, voting separately (or  together with the  Preferred Stock
        entitled to vote) as a class, to elect the  remaining directors to be
        elected; provided, however, that  this paragraph 2(a) shall not prevent
        the  holders of  shares of Preferred Stock from being entitled, voting 
        separately as a class, to elect not  more than two  directors in case
        dividends on the  Preferred Stock shall  be in default in an amount
        equal to six full quarterly  dividends payable thereon, so long as
        after giving effect  to the election of such two  directors more  than
        one-half   of the directors of the  Corporation shall have been 
        elected by the holders of the shares of Class B Common  Stock.

                (b)  Any director may be removed at any time, either  with or
        without cause, by the affirmative vote of the  holders of record of a
        majority of the issued and  outstanding shares of the class or classes
        of stock of the  Corporation which elected such director or a 
        predecessor  of such director.  A special meeting of the  stockholders 





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<PAGE>   15
        of any class or classes of stock of the  Corporation for  the
        purpose of removing a director as  provided in the  first sentence of
        this paragraph (b) shall be called by   the President or Secretary upon
        receipt of written request  therefor signed by or on behalf of the 
        holders of record  of a majority of the issued and outstanding shares
        of the  class or classes of stock of the Corporation which elected 
        such director or his predecessor or  signed by a majority  of the
        directors who were elected by such class or classes.   In the event of
        such removal, the vacancy in the Board of  Directors caused thereby may
        be filled at such meeting by  the affirmative vote of the  holders of
        record of the  issued and outstanding shares of the class or classes of 
        stock of the Corporation the holders of which so removed  such
        director.

                SECTION C.  Provisions relating to all classes of  Stock: 

                (1)  No holder of any class of stock of the  Corporation shall
        have any preemptive right to purchase or  to subscribe for any
        additional issue of stock of the  Corporation of any class, or any
        warrants, options or  rights to purchase any such stock, or any other
        securities  convertible into or exchangeable for, or carrying options 
        or warrants to purchase, stock of any class of the  Corporation. 

                (2)  In the event that any proposed amendment of this 
        Certificate of Incorporation would alter in any manner any 





                                      10
<PAGE>   16
        of the provisions of this  Article FOURTH, then, in  addition
        to any other approvals required by law, by the  provisions of this
        Certificate of Incorporation or by the  resolutions of the Board of
        Directors creating any series  of Preferred Stock, the affirmative vote
        of the holders of  record of a majority of the issued and outstanding
        shares  of Class B Common stock, voting separately as a class,  shall
        be necessary to the adoption of such amendment.
           
        FIFTH:  The minimum amount of capital with which the  Corporation will
commence business is $1,000.00.

        SIXTH:  The names and places of residence of each of  the incorporators
are as follows:

             Name                                    Residence       
        Peter O. A. Solbert               RFD 3, Huntington, New York
        David A. Lindsay                  RFD 3, Huntington, New York
        Franklin E. Parker, 3d            Washington Corner Road     
                                          Mendham, New Jersey        
                             


        SEVENTH:  The existence of the Corporation is to be  perpetual.

        EIGHTH:  The private property of the stockholders  shall not be subject
to the payment of corporate debts to any  extent whatsoever.

        NINTH:  The number of directors of the Corporation  shall be fixed from
time to time by, or in the manner provided  in, the By-Laws, but in no case
shall the number be less than  three.  Vacancies (unless the vacancy be caused
by the removal 





                                      11
<PAGE>   17
of a director and such vacancy be filled as provided in  paragraph 3(b)
of Article FOURTH) and newly created  directorships resulting from any increase
in the authorized  number of directors shall be filled by a majority of the 
directors then in office, though less than a quorum, and the  directors so
chosen shall hold office until the next annual  election and until their
successors shall be elected and  qualified.  The election of directors of the
Corporation need  not be by ballot unless the By-Laws so require.

        In furtherance, and not in limitation of the powers  conferred by law,
and in addition to the powers which may be  conferred by the By-Laws, the Board
of Directors is expressly  authorized: (a)  To make, alter, amend or repeal the
By-Laws of  the  Corporation subject to the power of the stockholders  of the
Corporation having voting power to alter, amend or  repeal By-Laws made by the
Board of Directors.

                (b)  To remove at any time any officer elected or  appointed by
        the Board of Directors by such vote of the  Board of Directors as may
        be provided for in the By-Laws.   Any other officer of the Corporation
        may be removed at any  time by a vote of the Board of Directors, or by
        any  committee or superior officer upon whom such power of  removal may
        be conferred by the By-Laws or by the vote of  the Board of Directors.

                (c)  To determine whether any, and if any, what part,  of the
        annual net profits of the Corporation or of its net 





                                      12
<PAGE>   18
        assets in excess of its capital shall be declared in  dividends
        and paid to the stockholders, and to direct and  determine the use and
        disposition of any such annual net  profits or net assets in excess of
        capital.

                (d)  To fix from time to time the amount of the  profits of the
        Corporation to be reserved as working  capital or for any other lawful
        purpose.

                (e)  From time to time to determine whether and to  what
        extent, and at what time and places and under what  conditions and
        regulations the accounts and books of the  Corporation (other than the
        stock ledger), or any of them,  shall be open to the inspection of the
        stockholders; and   no stockholder shall have any right to inspect any
        account  or book or  document of the Corporation, except as  conferred
        by statute or authorized by the Board of  Directors or by a resolution
        of the stockholders.

                (f)  To establish bonus, profit sharing, stock  option,
        retirement or other types of incentive or  compensation plans for the
        employees (including officers  and directors) of the Corporation and to
        fix the amount of  the profits to be distributed or shared and to
        determine  the persons to participate in  any such plans and the 
        amount of their respective participations.

                (g)  To authorize, and cause to be executed,  mortgages and
        liens upon the real and personal property of  the Corporation.

        TENTH:  No contract or other transaction between the 





                                      13
<PAGE>   19
Corporation and any other corporation and no other act of the 
Corporation with relation to any other  corporation shall, in  the absence of
fraud, in any way be invalidated or otherwise  affected by the fact that any
one or more of the directors of  the Corporation are pecuniarily or otherwise
interested in, or  are directors or officers of, such other corporation.  Any 
director of the Corporation individually, or any firm or  association of which
any director may be a member, may be a  party to, or may be pecuniarily or
otherwise interested in, any  contract or transaction of the Corporation,
provided that the  fact that he individually or as a member of such firm or 
association is such a party or so interested and the extent of  such interest
shall be disclosed or shall have been known to a  majority of the whole Board
of Directors present at any meeting  of the Board of Directors at  which action
upon any such  contract or transaction shall be taken; and any director of the 
Corporation who is also a director or officer of such other  corporation or who
is such a party or so interested may be  counted in determining the existence
of a quorum at any meeting  of  the  Board  of  Directors  which  shall 
authorize any  such  contract or  transaction,  with  like  force and  effect
as if  he were not such director or officer of such other corporation  or not
so interested.  Any director of the Corporation may vote  upon any contract or
other transaction between the Corporation  and any subsidiary or affiliated
corporation without regard to  the fact that he is also a director of such
subsidiary or  affiliated corporation.





                                      14
<PAGE>   20
        ELEVENTH:  The corporation shall indemnify its  directors, officers,
agents,  and employees to the fullest  extent permitted under Delaware General
Corporation Law, as the  same exists or may hereafter be amended.


        The rights conferred on any person by the preceding  sentence shall not
be exclusive of any other right which such  person may have or hereafter
acquire under any statute,  provision of this Certificate of Incorporation,
Bylaws,  agreement, vote of stockholders or disinterested directors or 
otherwise. The Corporation may 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, other  enterprise or 
committee against any  expense, liability or loss, whether or  not the
Corporation would have the power to indemnify such  person against such
expense, liability or loss under the  Delaware General Corporation Law.

        No director of the Corporation shall be liable to the  Corporation or
it stockholders for monetary damages for breach  of fiduciary duty as a
director, except for liability (i) for  any breach of the directors' duty of
loyalty to the Corporation  or its stockholders, (ii) for acts or omissions not
in good  faith or which involve intentional misconduct or a knowing  violation
of law, (iii) under Section 174 of the Delaware  General Corporation Law, or
(iv) for any transaction from which 





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the director derived an improper personal benefit.

        Neither the amendment nor repeal of this Article  ELEVENTH, nor the
adoption of any  provision of the  Corporation's Certificate of Incorporation
inconsistent with  this Article ELEVENTH, shall eliminate or reduce the effect
of  this Article ELEVENTH in respect of any matter  occurring, or  any cause of
action, suit or claim that, but for this Article  ELEVENTH, would accrue or
arise, prior to such  amendment,  repeal or adoption of an inconsistent
provision.

        TWELFTH:  Each officer, director, or member of any  committee
designated by the Board of Directors shall, in the  performance of his duties,
be fully  protected in relying in  good faith upon the books of accounts or
reports made to the  Corporation by any of its officials or by an independent
public  accountant or by an appraiser selected with reasonable care by  the
Board of  Directors or by any  such  committee or in relying  in good faith upon
other records of the Corporation.

        THIRTEENTH:  Both the stockholders and the directors  of the
Corporation may, if the By-Laws so provide, hold their  meeting and the
corporation may have an office or offices and  may keep its books (except such
as are required by the laws of  the State of Delaware to be kept in Delaware)
within or without  the State of Delaware, at such place or places as may from
time  to time be designated by the Board of Directors.

        FOURTEENTH:  The Corporation hereby reserves the  right to amend,
alter, change or repeal any provision contained  in this Certificate of
Incorporation in the manner now or 





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hereafter prescribed by the laws of the State of Delaware and  all
rights conferred on  stockholders therein are granted  subject to this
reservation.





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