RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                           FIRSTFED FINANCIAL CORP.

                                  **********

     This Restated  Certificate of Incorporation  of FirstFed  Financial Corp.
(the  "Corporation")  was  duly  approved  by the  Board of  Directors  of the
Corporation  and only restates and  integrates  but does not further amend the
provisions of the  Corporation's  Certificate of  Incorporation as theretofore
amended or  supplemented,  including the amendment  dated April 21, 1999 as to
Article  Fourth;  and  there  is no  discrepancy  between  these  amended  and
supplemented  provisions  and the  provisions of the Restated  Certificate  of
Incorporation  set forth  below  except as  permitted  by  Section  245 of the
General  Corporation  Law. The original  Certificate of  Incorporation  of the
Corporation  was filed with the Secretary of State of the State of Delaware on
February 3, 1987.

      FIRST: Corporate  Title.   The  name  of  the  Corporation  is  FirstFed
Financial Corp.

      SECOND:  Registered Office. The address of the Corporation's  registered
office in the State of  Delaware  is 1013  Centre  Road,  City of  Wilmington,
County of New Castle, Delaware 19805. The name of its registered agent at such
address is United States Corporation Company.

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

      FOURTH: Authorized  Shares.  The total  number of  shares of all classes
of stock  which  the  Corporation  shall  have the  authority  to issue is one
hundred five million  (105,000,000) shares, one cent ($0.1) par value, divided
into two classes of which one hundred  million  (100,000,000)  shares shall be
Common Stock  ("Common  Stock") and five million  (5,000,000)  shares shall be
Preferred Stock ("Preferred Stock").

A.    Common Stock.

1.    Dividends.  Subject to the rights of the holders of shares of any series
of the Preferred Stock,  and except as may be expressly  provided with respect
to the  Preferred  Stock  or any  series  thereof  herein  or by law,  or in a
resolution of the Board of Directors  establishing such series, the holders of
shares of Common  Stock shall be entitled to receive,  when and if declared by
the Board of Directors,  out of the assets of the Corporation which are by law
available  therefor,  dividends  payable  either in cash,  in property,  or in
shares of the Corporation's capital stock.

2.    Voting Rights.  Each share of Common Stock shall be entitled to one vote
for the election of directors and on all other matters  requiring  stockholder
action.

                                      1
<PAGE>

B.    Preferred Stock.

      The  designations and  the  powers,  preferences  and  rights,  and  the
qualifications,  limitations or restrictions  thereof,  of the Preferred Stock
shall be as follows:

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 such voting powers,  full or limited (including,  without
limitation,  more than one vote,  less than one vote or one vote per share and
the ability to vote  separately as a class or together with all or some of the
other  classes or series of capital  stock on all or certain of the matters to
be voted on by the stockholders of the Corporation),  or no voting powers, and
with such designations,  preferences and relative, participating,  optional or
other special rights, and qualification,  limitations or restrictions thereof,
as shall be stated and expressed in the  resolution or  resolutions  providing
for the issuance thereof adopted by the Board of Directors, including, but not
limited to, the following:

(a)   the designation and number of shares constituting such series;

(b)   the dividend  rate or rates of such  series,  if any,  or the  manner of
determining  such rate or rates,  if any, 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
of any other  series of capital  stock and  whether  such  dividends  shall be
cumulative or non-cumulative, and if cumulative, from which date or dates;

(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;

(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 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  time,  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,  and if so  entitled,  with
respect to the election of directors or otherwise;

(g)   the  restrictions,  if any, on the issue or  reissue  of any  additional
series of Preferred Stock;  and

(h)   the  rights,  if any, of the holders of the shares of such series in the
event of voluntary or involuntary liquidation, dissolution or winding up.


                                      2
<PAGE>

Designation, Preferences and Rights of Series A Preferred Stock

      Section 1.Designation  and  Amount.  The shares of such series  shall be
designated  as "Series A Preferred  Stock" $0.01 par value per share,  and the
number of shares  constituting  such series  shall be 250,000.  Such number of
shares may be increased or decreased by  resolution of the Board of Directors;
provided,  that no  decrease  shall  reduce  the  number of shares of Series A
Preferred Stock to a number less than that of the shares then outstanding plus
the number of shares issuable upon exercise of outstanding rights,  options or
warrants  or  upon  conversion  of  outstanding   securities   issued  by  the
Corporation.

      Section 2.Dividends and Distributions.

(A)   Subject to the prior and superior rights of the holders of any shares of
any series of  Preferred  Stock  ranking  prior and  superior to the shares of
Series A Preferred  Stock with respect to dividends,  the holders of shares of
Series A  Preferred  Stock in  preference  to the  holders of shares of Common
Stock, par value $0.01 per share (the "Common Stock"),  of the Corporation and
any other junior stock, 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 first 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 A Preferred  Stock in an amount per share (rounded to the nearest cent)
equal to the  greater  of (a)  $10.00,  or (b)  subject to the  provision  for
adjustment  hereinafter set forth,  1,000 times the aggregate per share amount
of all cash dividends, and 1,000 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 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 A Preferred  Stock.  In
the event the  Corporation  shall at any time  after  November  15,  1988 (the
"Rights Declaration Date") (i) declare any dividend on Common Stock payable in
shares of Common Stick, (ii) subdivide the outstanding  Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares,  then in
each case the amount to which  holders of shares of Series A  Preferred  Stock
were  entitled  immediately  prior  to  such  event  under  clause  (b) 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.

(B)   The Corporation shall declare a dividend or distribution on the Series A
Preferred  Stock as  provided  in  paragraph  (A) above  immediately  after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided 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  $10.00  per  share on the  Series A
Preferred Stock shall  nevertheless  be payable on such  subsequent  Quarterly
Dividend Payment Date.

                                      3
<PAGE>
(C)   Dividends shall begin to accrue and be cumulative on outstanding  shares
of Series A Preferred  Stock from the  Quarterly  Dividend  Payment  Date next
preceding the date of issue of such shares of Series A 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 case 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 A  Preferred  Stock
entitled to receive a quarterly  dividend and before such  Quarterly  Dividend
Payment Date, in either of which events such  dividends  shall begin to accrue
and be cumulative  from such  Quarterly  Dividend  Payment  Date.  Accrued but
unpaid  dividends  shall not bear  interest.  Dividends  paid on the shares of
Series A  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 A  Preferred  Stock  entitled to
receive payment of a dividend or distribution  declared thereon,  which record
date  shall be no more than 30 days  prior to the date  fixed for the  payment
thereof.

      Section 3.Voting  Rights.  The  holders of shares of Series A  Preferred
Stock shall have the following voting rights:

(A)   Subject to the  provision for  adjustment  hereinafter  set forth,  each
share of Series A Preferred  Stock shall  entitle the holder  thereof to 1,000
votes  on  all  matters  submitted  to a  vote  of  the  stockholders  of  the
Corporation.

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

(C)   (i)  If at any time dividends  on any Series A Preferred  Stock shall be
in arrears in an amount  equal to six (6)  quarterly  dividends  thereon,  the
occurrence of such  contingency  shall mark the beginning of a period  (herein
called a "default period") which shall extend until such time when all accrued
and unpaid dividends for all previous  quarterly  dividend periods and for the
current  quarterly  dividend  period on all shares of Series A Preferred Stock
then  outstanding  shall have been declared and paid or set apart for payment.
During each default period,  all holders of Preferred Stock (including holders
of the Series A Preferred  Stock) with dividends in arrears in an amount equal
to six (6) quarterly  dividends  thereon,  voting as a class,  irrespective of
series, shall have the right to elect two (2) Directors.

(ii)  During any default  period, such voting right of the holders of Series A
Preferred  Stock  may be  exercised  initially  at a  special  meeting  called
pursuant to  subparagraph  (iii) of this Section 3(c) or at any annual meeting
of stockholders,  and thereafter at annual meetings of stockholders,  provided
that  neither  such  voting  right nor the right of the  holders  of any other
series of  Preferred  Stock,  if any,  to  increase,  in  certain  cases,  the
authorized  number of Directors  shall be exercised  unless the holders of ten
percent  (10%) in number of shares of  Preferred  Stock  outstanding  shall be
present  in person or by proxy.  The  absence  of a quorum of the  holders  of
Common Stock shall not affect the  exercise by the holders of Preferred  Stock
of such voting right.  At any meeting at which the holders of Preferred  Stock

                                      4
<PAGE>
shall exercise such voting right initially  during an existing default period,
they shall have the right,  voting as a class, to elect Directors to fill such
vacancies,  if any, in the Board of  Directors as may then exist up to two (2)
Directors or, if such right is exercised at any annual  meeting,  to elect two
(2)  Directors.  If the number which may be so elected at any special  meeting
does not amount to the required  number,  the holders of the  Preferred  Stock
shall have the right to make such increase in the number of Directors as shall
be necessary to permit the election by them of the required number.  After the
holders of the  Preferred  Stock  shall have  exercised  their  right to elect
Directors in any default period and during the continuance of such period, the
number of Directors shall not be increased or decreased  except by vote of the
holders of Preferred Stock as herein provided or pursuant to the rights of any
equity securities  ranking senior to or pari passu with the Series A Preferred
Stock.


(iii) Unless the holders of Preferred Stock shall, during an existing  default
period, have previously exercised their right to elect Directors, the Board of
Directors  may  order,  or  any  stockholder  or  stockholders  owning  in the
aggregate  not less than ten  percent  (10%) of the total  number of shares of
Preferred Stock outstanding,  irrespective of series, may request, the calling
of a special  meeting of the holders of Preferred  Stock,  which meeting shall
thereupon  be called  by the  President,  a Vice  President  or the  Corporate
Secretary of the Corporation, Notice of such meeting and of any annual meeting
at which  holders of  Preferred  Stock are  entitled to vote  pursuant to this
paragraph  (C)(iii) shall be given to each holder of record of Preferred Stock
by mailing a copy of such notice to him or her at his last address as the same
appears on the books of the  Corporation.  Such meeting  shall be called for a
time not  earlier  than 10 days and not later than 60 days after such order or
request or in default of the calling of such meeting within 60 days after such
order or  request,  such  meeting  may be  called  on  similar  notice  by any
stockholder or stockholders  owning in the aggregate not less than ten percent
(10%)  of  the  total  number  of  shares  of  Preferred  Stock   outstanding.
Notwithstanding  the  provisions of this paragraph  (C)(iii),  no such special
meeting shall be called during the period within 60 days immediately preceding
the date fixed for the next annual meeting of the stockholders.

(iv)  In any default period, the holders of Common Stock, and other classes of
stock of the Corporation if applicable, shall continue to be entitled to elect
the whole number of Directors  until the holders of Preferred Stock shall have
exercised their right to elect two (2) Directors voting as a class,  after the
exercise  of which  right (x) the  Directors  so  elected  by the  holders  of
Preferred  Stock shall  continue in office until their  successors  shall have
been elected by such holders or until the  expiration  of the default  period,
and (y) any  vacancy in the Board of  Directors  may  (except as  provided  in
paragraph  (C)(ii) of this  Section 3) be filled by vote of a majority  of the
remaining  Directors  theretofore elected by the holders of the class of stock
which elected the Director whose office shall have become  vacant.  References
in this  paragraph  (C) to  Directors  elected by the holders of a  particular
class of stock  shall  include  Directors  elected by such  Directors  to fill
vacancies as provided in clause (y) of the foregoing sentence.

(v)   Immediately  upon the  expiration of a default  period, (x) the right of
the holders of Preferred Stock as a class to elect Directors shall cease,  (y)
the term of any Directors elected by the holders of Preferred Stock as a class
shall terminate, and  (z) the number of  Directors shall be such number as may
                                      5
<PAGE>
be provided for in, or pursuant to, the Restated Certificate of  Incorporation
or By-Laws  irrespective  of any increase  made pursuant to the provisions  of
paragraph  (C)(ii)  of  this  Section 3 (such number being subject, however to
change thereafter in any manner provided by law or in the Restated Certificate
of  Incorporation  or  By-Laws).  Any  vacancies  in  the  Board  of Directors
effected by the  provisions of clauses y) and (z)in the preceding sentence may
be filled by a majority of the remaining  Directors,  even though  less than a
quorum.

(D)   Except as set forth  herein, holders of Series A  Preferred  Stock shall
have no special voting rights and their consent shall not be required  (except
to the extent they are  entitled to vote with  holders of Common  Stock as set
forth herein) for taking any corporate action.

      Section 4.Certain Restrictions.

(A)   Whenever quarterly dividends or other dividends or distributions payable
on the Series A  Preferred  Stock as  provided  in  Section 2 are in  arrears,
thereafter  and until all  accrued  and unpaid  dividends  and  distributions,
whether or not  declared,  on shares of Series A Preferred  Stock  outstanding
shall have been paid in full, the Corporation shall not:

(i)   declare or pay dividends on, make any other distributions  on, or redeem
or purchase or otherwise acquire for consideration any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock;

(ii)  declare  or pay  dividends  on or make any  other  distributions  on any
shares  of  stock  ranking  on a  parity  (either  as  to  dividends  or  upon
liquidation,  dissolution  or winding  up) with the Series A  Preferred  Stock
except  dividends  paid  ratably on the Series A 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;

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

(iv)  purchase or otherwise acquire for  consideration  any shares of Series A
Preferred  Stock or any shares of stock  ranking on a parity with the Series A
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.

                                      6
<PAGE>

(B)   The  Corporation  shall not permit any subsidiary of the  Corporation to
purchase or  otherwise  acquire for  consideration  any shares of stock of the
Corporation  unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

      Section 5.  Reacquired  Shares.  Any shares of Series A 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  and may be  reissued  as part of a new  series of
Preferred  Stock to be created by  resolution or  resolutions  of the Board of
Directors,  subject to the conditions and  restrictions  on issuance set forth
herein.

      Section 6.Liquidation,  Dissolution   or   Winding   Up.  (A)  Upon  any
liquidation  (voluntary  or  otherwise),  dissolution  or  winding  up of  the
Corporation,  no distribution  shall be made to the holders of shares of stock
ranking  junior  (either as to dividends or upon  liquidation,  dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A  Preferred  Stock  shall have  received  per share,  the
greater of 1,000 times the exercise price per Right or 1,000 times the payment
made per share of Common  Stock,  plus an amount  equal to accrued  and unpaid
dividends and distributions  thereon,  whether or not declared, to the date of
such payment (the "Series A Liquidation Preference"). Following the payment of
the  full  amount  of the  Series  A  Liquidation  Preference,  no  additional
distributions  shall be made to the  holders  of shares of Series A  Preferred
Stock unless,  prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common  Adjustment")  equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as
appropriately  adjusted as set forth-in subparagraph (C) below to reflect such
events as stock splits, stock dividends and recapitalizations  with respect to
the Common  Stock)  (such  number in clause (ii),  the  "Adjustment  Number").
Following  the  payment  of the  full  amount  of  the  Series  A  Liquidation
Preference and the Common  Adjustment in respect of all outstanding  shares of
Series A Preferred Stock and Common Stock,  respectively,  holders of Series A
Preferred  Stock and  holders of shares of Common  Stock shall  receive  their
ratable and  proportionate  share of the remaining assets to be distributed in
the ratio of the Adjustment  Number to 1 with respect to such Preferred  Stock
and Common Stock, on a per share basis, respectively.

(B)   In the  event  there  are not  sufficient  assets  available  to  permit
payment in full of the Series A  Liquidation  Preference  and the  liquidation
preferences  of all other series of Preferred  Stock,  if any, which rank on a
parity with the Series A Preferred Stock,  then such remaining assets shall be
distributed  ratably to the holders of such  parity  shares in  proportion  to
their respective liquidation preferences. In the event there are no sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

(C)   In  the event  the  Corporation  shall  at any  time  after  the  Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock,  (ii) subdivide the  outstanding  Common Stock, or (iii) combine
the  outstanding  Common Stock into a smaller  number of shares,  then in each
such case the  Adjustment  Number in effect  immediately  prior to such  event
shall  be  adjusted  by multiplying  such  Adjustment Number by a fraction the
                                      7
<PAGE>

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.

      Section 7.Consolidation,  Merger, etc.  In case  the  Corporation  shall
enter into any  consolidation,  merger,  combination  or other  transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or  securities,  cash  and/or  any other  property,  then in any such case the
shares  of  Series A  Preferred  Stock  shall at the  same  time be  similarly
exchanged  or changed in an amount per share  (subject  to the  provision  for
adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of
stock,  securities,  cash and/or any other property  (payable in kind), as the
case may be, into which or for which each share of Common  Stock is changed or
exchanged.  In the event the  Corporation  shall at any time  after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock,  (ii) subdivide the  outstanding  Common Stock, or (iii) combine
the  outstanding  Common Stock into a smaller  number of shares,  then in each
such case the amount set forth in the  preceding  sentence with respect to the
exchange or change of shares of Series A Preferred  Stock 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 are
outstanding immediately prior to such event.

      Section 8.Redemption.  The shares of Series A Preferred  Stock shall not
be redeemable.

      Section 9.Ranking.  The Series A Preferred  Stock  shall rank  junior to
all other  series of the  Corporation's  Preferred  Stock as to the payment of
dividends and the distribution of assets,  unless the terms of any such series
shall provide otherwise.

      Section 10.    Amendment.   The Certificate  of   Incorporation  of  the
Corporation  shall not be further amended in any manner which would materially
alter or change the powers,  preferences  or special  rights of the holders of
Series  A  Preferred  Stock  so  as  to  affect  them  adversely  without  the
affirmative  vote of the  holders  of at  least  two-thirds  (66  2/3%) of the
outstanding shares of Series A Preferred Stock voting separately as a class.

      Section 11.    Fractional  Shares.   Series A  Preferred  Stock  may  be
issued in fractions of a share which shall  entitle the holder,  in proportion
to such  holder's  fractional  shares,  to  exercise  voting  rights,  receive
dividends,  in  distributions  and to have the benefit of all other  rights of
holders of Series A Preferred Stock.

C.    Change in Number of Shares.

      The number of authorized shares of any class of stock of the Corporation
may be increased or decreased (but not below the number of shares thereof then
outstanding)  by the  affirmative  vote  of a  majority  of the  stock  of the
Corporation entitled to vote generally with the election of directors.

                                      8
<PAGE>

           FIFTH:   Incorporator.   The  name  and   mailing  address  of  the
Incorporator is as follows:
                Robert E. Braun
                725 South Figueroa Street
                Los Angeles, California 90017

           SIXTH:  Board  of  Directors.   The  business and  affairs  of  the
Corporation shall be managed by or under the direction of a board of directors
(the "Board of Directors").  The authorized  number of directors shall consist
of not fewer than seven nor more than fifteen  directors.  Within such limits,
the exact number of directors  shall be fixed from time to time  pursuant to a
resolution  adopted by the  affirmative  vote of a majority of the  Continuing
Directors as defined in Article SEVENTH.

A.    Election of Directors.

      The directors of this  Corporation shall be divided into three  classes,
as nearly equal in number as possible:  the first class,  the second class and
the third  class.  Each  director  shall  serve for a term ending on the third
annual  meeting  following  the  annual  meeting at which  such  director  was
elected;  provided,  however,  that the  directors  first elected to the first
class  shall serve for a term ending  upon the  election of  directors  at the
annual meeting next following the end of the calendar year 1987, the directors
first  elected to the second  class  shall  serve for a term  ending  upon the
election of directors at the second annual  meeting next  following the end of
the calendar  year 1987,  and the  directors  first elected to the third class
shall  serve for a term ending upon the  election  of  directors  at the third
annual meeting next following the end of the calendar year 1987.

      At each  annual  election commencing  at the  first  annual  meeting  of
stockholders,  the successors to the class of directors  whose term expires at
that time shall be elected by the  stockholders  to hold  office for a term of
three years to succeed those directors whose term expires, so that the term of
one class of  directors  shall  expire  each  year,  unless,  by reason of any
intervening  changes  in the  authorized  number  of  directors,  the Board of
Directors  shall have  designated  one or more  directorships  whose term then
expires  as  directorships  of another  class in order more  nearly to achieve
equality of number of directors among the classes of directors.

      Notwithstanding  the  requirement  that the three classes  of  directors
shall be as nearly equal in number of  directors as possible,  in the event of
any  change  in  the  authorized  number  of  directors,  each  director  then
continuing to serve as such shall  nevertheless  continue as a director of the
class  of  which  he or she is a member  until  the  expiration  of his or her
current term, or his or her prior resignation, disqualification, disability or
removal.

B.    Newly Created Directorships An Vacancies.

      Any  vacancies  on  the  Board  of  Directors   resulting   from  death,
resignation, retirement, disqualification,  removal from office or other cause
shall be filled by the affirmative vote of a majority of Continuing Directors,
by  the affirmative vote of a majority of Continuing Directors, as defined  in

                                      9
<PAGE>
Article  SEVENTH  hereof,  then  in  office,  or if  there  be  no  Continuing
Directors,  by the affirmative vote of a majority of directors then in office,
or if there be no Continuing Directors,  by the affirmative vote of a majority
of  directors  then in  office,  although  less than a quorum,  or by the sole
remaining  director,  or,  in the  event  of  the  failure  of the  Continuing
Directors,  the  directors  or  sole  remaining  director  so to  act,  by the
stockholders at the next election of directors;  provided that, if the holders
of any class or classes of stock or series thereof of the Corporation,  voting
separately,  are entitled to elect one or more directors,  vacancies and newly
created  directorships  of such  class or classes or series may be filled by a
majority of the directors  elected by such class or classes or series  thereof
then in office,  or by a sole  remaining  director  so elected.  Directors  so
chosen  shall  hold  office  for a term  expiring  at the  annual  meeting  of
stockholders  at which the term of the class to which  they have been  elected
expires.  A director elected to fill a vacancy by reason of an increase in the
number of  directorships  shall be elected by a majority vote of the directors
then in  office,  although  less than a quorum of the Board of  Directors,  to
serve until the next election of the class for which such director  shall have
been chosen.  If the number of directors is changed,  any increase or decrease
shall be  apportioned  among the three  classes  so as to make all  classes as
nearly  equal in  number  as  possible.  If,  consistent  with  the  preceding
requirement, the increase or decrease may be allocated to more than one class,
the  increase  or  decrease  may be  allocated  to any such class the Board of
Directors  selects in its  discretion.  No decrease in the number of directors
constituting  the Board of Directors  shall  shorten the term of any incumbent
director.

C.    Removal.

      A director may be removed  either (i) without  cause,  by the vote of at
least eighty  percent  (80%) of the shares  entitled to vote in an election of
directors;  or (ii) for cause,  by the  affirmative  vote of the holders of at
least a  majority  of the  shares  then  entitled  to vote in an  election  of
directors,  which  vote,  in either  case,  may only be taken at a meeting  of
stockholders,  the notice of which meeting  expressly  states such purpose and
not by written consent. Cause for removal shall be deemed to exist only if the
director  whose removal is proposed has been  convicted of a felony by a court
of  competent  jurisdiction  or has  been  adjudged  by a court  of  competent
jurisdiction  to  be  liable  for  gross   negligence  or  misconduct  in  the
performance of such director's  duty to the Corporation and such  adjudication
is no longer subject to direct appeal.

      SEVENTH:  Certain Business Combinations.

A.    Higher Vote Required For Certain Business Combinations.

      In  addition to any affirmative  vote of holders of a class or series of
capital  stock of the  Corporation  required by law or the  provisions of this
Certificate of Incorporation,  and except as otherwise  expressly  provided in
Paragraph B of this Article  SEVENTH,  a Business  Combination (as hereinafter
defined) with, or upon a proposal by, a Related Person (as hereinafter defined
shall be approved  only upon the  affirmative  vote of the holders of at least
eighty  percent  (80%) of the Voting  Stock (as  hereinafter  defined)  of the
Corporation  voting together as a single class. Such affirmative vote shall be
required  notwithstanding  the fact  that no vote may be  required,  or that a
lesser percentage may be specified, by law or regulation.

                                      10
<PAGE>

B    When Higher Vote Is Not Required.

      The  provisions of  Paragraph  A of this  Article  SEVENTH  shall not be
applicable  to  any  particular   Business   Combination   and  such  Business
Combination  shall require only such  affirmative  vote as is required by law,
regulation or any other provision of this  Certificate  of  Incorporation,  if
all of the  conditions specified  in any  one of the  following  subparagraphs
(i), (ii) or (iii) are met:

(i)   Approval by directors.  The Business  Combination has been approved by a
      vote of a majority of all of the  Continuing  Directors (as  hereinafter
      defined); or

(ii)  Combination with subsidiary.  The Business Combination is solely between
      the  Corporation  and a subsidiary of the Corporation  and such Business
      Combination  does not have the  direct or indirect  effect  set forth in
      Subparagraph C(ii)(e) of this Article SEVENTH; or

(iii) Price and procedural conditions.  The proposed Business Combination will
      be  consummated  within  three years after the date the  Related  Person
      became  a  Related Person  (the  "Determination  Date")  and  all of the
      following conditions have been met:

(a)   The  aggregate  amount of cash and fair market  value (as of the date of
      the  consummation of the Business  Combination) of  consideration  other
      than cash,  to be received  per share of Common  Stock in such  Business
      Combination by holders thereof shall be at least equal to the highest of
      the following:  (x) the highest per share price, including any brokerage
      commissions,   transfer  taxes  and   soliciting   dealers'  fees  (with
      appropriate adjustments for recapitalizations,  reclassifications, stock
      splits,  reverse stock splits and stock  dividends)  paid by the Related
      Person for any shares of Common Stock  acquired by it,  including  those
      shares acquired by the Related Person before the Determination  Date, or
      (y) the fair  market  value of the Common  Stock (as  determined  by the
      Continuing  Directors)  on the date the  Business  Combination  is first
      proposed (the "Announcement Date").

(b)   The  aggregate  amount of cash and fair market  value (as of the date of
      the  consummation of the Business  Combination) of  consideration  other
      than cash,  to be received per share of any class or series of Preferred
      Stock in such Business  Combination by holders thereof shall be at least
      equal to the highest of the following:  (x) the highest per share price,
      including  any  brokerage  commissions,  transfer  taxes and  soliciting
      dealers'  fees  (with  appropriate  adjustments  for  recapitalizations,
      reclassifications,   stock  splits,   reverse  stock  splits  and  stock
      dividends)  paid by the  Related  Person for any shares of such class or
      series  of  Preferred  Stock  acquired  by it,  including  those  shares
      acquired by the Related  Person before the  Determination  Date; (y) the
      fair  market  value of such  class or series of  Preferred  Stock of the
      Corporation  (as  determined  by  the  Continuing  Directors)   on   the

                                      11
<PAGE>


      Announcement Date;  and  (z) the highest  preferential  amount per share
      of such class or series of Preferred Stock to which the holders  thereof
      would be entitled in the event of voluntary or involuntary  liquidation,
      dissolution or winding up of the affairs of the Corporation  (regardless
      of whether the Business  Combination to be consummated  constitutes such
      an event).

(c)   The  consideration  to be received by holders of a  particular  class or
      series of outstanding  Common or Preferred  Stock shall be in cash or in
      the same form as the Related  Person has  previously  paid for shares of
      such class or series of stock. If the Related Person has paid for shares
      of any class or series of stock with varying forms of consideration, the
      form of  consideration  given  for such  class or series of stock in the
      Business  Combination  shall be either  cash or the form used to acquire
      the largest number of shares of such class or series of stock previously
      acquired by it.

(d)   No Extraordinary Event (as hereinafter defined) occurs after the Related
      Person has become a Related  Person and prior to the consummation of the
      Business Combination.

(e)   A proxy  or  information  statement  describing  the  proposed  Business
      Combination  and  complying  with  the  requirements  of the  Securities
      Exchange Act of 1934 and the rules and  regulations  thereunder  (or any
      subsequent  provisions  replacing  such Act,  rules or  regulations)  is
      mailed to  stockholders of the Corporation at least 30 days prior to the
      consummation of such Business  Combination (whether or not such proxy or
      information  statement  is required  pursuant to such Act or  subsequent
      provisions,  although such proxy or information  statement need be filed
      with the Securities and Exchange Commission only if a filing is required
      by such Act or  subsequent  provisions)  and shall  contain at the front
      therefore  in a  prominent  place  the  recommendation,  if any,  of the
      Continuing  Directors as to the  advisability or  inadvisability  of the
      Business  Combination  and of any investment  banking firm selected by a
      majority of the Continuing  Directors as to the fairness of the Business
      Combination   from  the  point  of  view  of  the  stockholders  of  the
      Corporation other than the Related Person.

C.    Certain Definitions.

           For purposes of this  Article  SEVENTH, and such other  Articles of
this   Certificate  of   Incorporation   that  specifically   incorporate  the
definition contained in this Article SEVENTH:

(i)   The term "person" shall mean any individual,  corporation,  partnership,
      bank, association, joint stock company, trust, syndicate, unincorporated
      organization  or  similar  company, or  a  group of  "persons" acting or

                                      12
<PAGE>

      agreeing to act together for the purpose of acquiring,  holding,  voting
      or disposing of  securities of the  Corporation,  including any group of
      "persons"  seeking to combine or pool their voting or other  interest in
      the equity securities of the Corporation for common purpose, pursuant to
      any   contract,   understanding,   relationship,   agreement   or  other
      arrangement, whether written or otherwise.

(ii)  "Business  Combination"  shall mean any of the  following  transactions,
      when entered into by the  Corporation or a subsidiary of the Corporation
      with, or upon a proposal by, a Related Person:

(a)   the  acquisition, merger  or  consolidation  of the  Corporation  or any
      subsidiary of the Corporation; or

(b)   the  sale,  lease,  exchange,   mortgage,   pledge,  transfer  or  other
      disposition  (in one or a series of  transactions)  of any assets of the
      Corporation  or any  subsidiary of the  Corporation  having an aggregate
      fair market value of $2,000,000 or more; or

(c)   the issuance or transfer by the  Corporation  or any  subsidiary  of the
      Corporation (in one or a series of  transactions)  of securities of this
      Corporation or that  subsidiary  having a aggregate fair market value of
      $2,000,000 or more; or

(d)   the adoption of a plan or proposal for the liquidation or dissolution of
      the Corporation; or

(e)   the  reclassification  of securities ( including a reverse stock split),
      recapitalization, consolidation or any other transaction (whether or not
      involving a Related  Person) which has the direct or indirect  effect of
      increasing  the voting  power,  whether or not then  exercisable,  of, a
      Related  Person  in  any  class  or  series  of  capital  stock  of  the
      Corporation or any subsidiary of the Corporation; or

(f)   any  agreement,  contract  or other  arrangement  providing  directly or
      indirectly  for any of the  foregoing or any  amendment or repeal of the
      Article SEVENTH.

(iii) "Related  Person" shall mean any person (other than the  Corporation,  a
      subsidiary of the  Corporation,  or any profit  sharing,  employee stock
      ownership  or  other  employee  benefit  plan  of the  Corporation  or a
      subsidiary  of the  Corporation  or any  trustee  of or  fiduciary  with
      respect to any such plan acting in such  capacity) that is the direct or
      indirect beneficial owner (as defined in Rule 13d-3 and Rule 13d-5 under
      the Securities  Exchange Act of 1934 as in effect on January 1, 1987) of
      more than ten percent  (10%) of the  outstanding  shares of stock of the
      Corporation entitled to vote, and any Affiliate or Associate of any such
      person.

(iv)  "Continuing Director" shall mean any member of the Board of Directors of
      the Corporation who is not a Related Person or an Affiliate or Associate


                                      13
<PAGE>

      of  a Related  Person  and  who  was a member of the Board of  Directors
      of  the  Corporation  immediately  prior  to the time  that the  Related
      Person  became  a  Related  Person,  and  any  successor to a Continuing
      Director who is not an Affiliate or Associate of the Related Person  and
      is  recommended  to  succeed  a  Continuing  Director  by  a majority of
      Continuing Directors of the Corporation.

(v)   "Affiliate" and "Associate" shall have the respective  meanings ascribed
      to such terms in Rule 12b-2 under the Securities Exchange Act of 1934 as
      in effect on January 1, 1987.

(vi)  "Extraordinary  Event" shall mean,  as to any Business  Combination  and
      Related  Person,  any of the following  events that is not approved by a
      majority of all Continuing Directors:

(a)   any failure to declare and pay at the regular  date  therefore  any full
      quarterly  divided (whether or not cumulative) on outstanding  Preferred
      Stock; or

(b)   any  reduction in the annual rate of dividends  paid on the Common Stock
      (except as necessary to reflect any subdivision of the Common Stock); or

(c)   any failure to increase the annual rate of dividends  paid on the Common
      Stock as  necessary  to  reflect  any  reclassification  (including  any
      reverse stock split),  recapitalization,  reorganization  or any similar
      transaction  that has the effect of reducing  the number of  outstanding
      shares of the Common Stock; or

(d)   the receipt by the Related Person,  after the  Determination  Date, of a
      direct or indirect  benefit  (except  proportionately  as a stockholder)
      from  any  loans,  advances,  guarantees,  pledges  or  other  financial
      assistance  or any tax credits or other tax  advantages  provided by the
      Corporation   or  any   subsidiary  of  the   Corporation,   whether  in
      anticipation  of or in  connection  with  the  Business  Combination  or
      otherwise.

               (vii) "Voting  Stock" shall mean all outstanding  shares of the
           Common  or  Preferred Stock  of the  Corporation  entitle  to  vote
           generally  in the  election of  directors and each  reference  to a
           proportion  of  Voting  Stock  shall refer to  shares  having  such
           proportion  of the number of shares entitled to be cast,  excluding
           all shares beneficially owned or controlled by the Related Person.

               (viii) In the  event of any  Business Combination  in which the
           Corporation survives, the phrase "consideration other than cash" as
           used in  Paragraphs  B (iii)(a)  and B  (iii)(b)  of  this  Article
           SEVENTH  shall include the shares of Common Stock and/or the shares
           of any other class of  Preferred  Stock  retained by the holders of
           such shares.

                                      14
<PAGE>

                (ix) A  majority of all  Continuing  Directors  shall have the
           power  to make  all determinations  with  respect  to this  Article
           SEVENTH,  including, without limitation,  the transactions that are
           Business  Combinations, the persons who are  Related  Persons,  the
           time at which a  Related Person  became a Related  Person,  and the
           fair market value of any assets, securities or other property,  and
           any  such  determinations  of such Continuing  Directors  shall  be
           conclusive and binding.

D.    No Effect On Fiduciary Obligations Of Related Persons.

      Nothing  contained in this Article SEVENTH shall be construed to relieve
any Related Person from any fiduciary obligation imposed by law.

           EIGHTH:  Action  by  Written Consent.  Any  action  required  to be
taken  or  which  may  be  taken  at  any annual  or  special  meeting  of the
stockholders  of the  Corporation may be taken by  written  consent  without a
meeting if a consent in writing,  setting forth the action so taken,  shall be
signed by all of the stockholders of the Corporation entitled to vote thereon.

           NINTH:  Special  Meetings. Special meeting of the  stockholders may
only be called  by a  majority  of the Continuing  Directors  (as  defined  in
Article SEVENTH).

           TENTH:  Bylaws.  Bylaws may be  adopted, amended or repealed by the
affirmative  vote of the holders of at least eighty percent (80%) of the total
votes  eligible  to  be  cast  at a  meeting  duly called  and  held  or  by a
resolution  adopted  by the  Board  of  Directors, including,  a  majority  of
Continuing Directors (as defined in Article SEVENTH).

           ELEVENTH:  Limitations  of Directors' Liability.  A director of the
Corporation   shall  not  be  personally  liable to  the  Corporation  or  its
stockholders  for monetary damages for breach of fiduciary duty as a director,
except:  (i)  for  any breach  of  the  director's  duty  of  loyalty  to  the
Corporations  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,  as so
amended.

           Any repeal  or  modification  of  the  foregoing  Paragraph  by the
stockholders  of the Corporation  shall  not  adversely  affect  any  right or
protection of a director of the Corporation  in respect of any act or omission
occurring prior to the time of such repeal or modification.

           TWELFTH:  Indemnification.

A.    Actions, Suits or Proceeding Other than by or in the Right of the
      Corporation.

           The Corporation shall indemnify any person who was or is a party or
is  threatened  to be made a party to any  threatened,  pending  or  completed
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of the Corporation) by
reason of the fact that he or she is or was or has agreed to become a director
                                      15
<PAGE>

or officer of the Corporation,  or is or was serving or has agreed to serve at
the request of the  Corporation as a director,  officer,  employee or agent of
another corporation,  partnership,  joint venture,  trust or other enterprise,
including  service with respect to employee benefit plans, or by reason of any
action  alleged  to have  been  taken or  omitted  in such  capacity,  against
expenses (including  attorney's fees and related  disbursements),  judgements,
fines and amounts paid in settlement  actually and reasonably  incurred by him
or her or on his or her  behalf  in  connection  with  such  action,  suit  or
proceeding and any appeal therefrom, if he or she acted in good faith and in a
manner  such  person  reasonably  believed to be in or not opposed to the best
interest  of the  Corporation,  and with  respect  to any  criminal  action or
proceeding,  had no  reasonable  cause  to  believe  his or  her  conduct  was
unlawful;  provided,  however,  that except as provided in  Paragraph G hereof
with respect to proceedings seeking to enforce rights of indemnification  with
respect to a  proceeding  (or part  thereof)  initiated by such person only if
such proceeding or part thereof was authorized by a majority of the Continuing
Directors.  The  termination  of any action,  suit or  proceeding by judgment,
order,  settlement,  conviction,  or  upon a plea of  nolo  contendere  or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably  believed to be
in or not opposed to the best interests of the Corporation,  and, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
or her conduct was unlawful.

B.    Actions or Suits by or in the Right of the Corporation.

      The  Corporation shall  indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action,
suit by or in the right of the  Corporation to procure a judgment in its favor
by reason of the fact  that  such  person is or was or has  agreed to become a
director of officer of the Corporation,  or is or was serving or has agreed to
serve at the request of the  Corporation as a director,  officer,  employee or
agent of  another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  including  service with respect to employee  benefit plans, or by
reason of any action  alleged to have been taken or omitted in such  capacity,
against expenses (including attorney's fees and related disbursement) actually
and  reasonably  incurred by him or her or on his or her behalf in  connection
with  the  defense  or  settlement  of  such  action  or suit  and any  appeal
therefrom,  if such  person  acted in good faith and in a manner  such  person
reasonably  believed  to be in or not  opposed  to the best  interests  of the
Corporation,  except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person shall have been adjudged to be
liable to the  Corporation  unless  and only to the  extent  that the Court of
Chancery  of  Delaware  or the court in which such  action or suit was brought
shall  determine  upon  application  that,  despite the  adjudication  of such
liability  but in view of all the  circumstances  of the case,  such person is
fairly and reasonably  entitled to indemnity for such expenses which the Court
of  Chancery  or such other  court  shall  deem  proper.  Notwithstanding  the
provisions  of this  Paragraph B, the  Corporation  shall  indemnify  any such
person  seeking  indemnification  in  connection  with a  proceeding  (or part
thereof) initiated by such person (except with respect to proceedings  seeking
to enforce  rights to  indemnification  pursuant to Paragraph G), only if such
proceeding  (or part thereof) was  authorized by a majority of the  Continuing
Directors.
                                      16
<PAGE>


C.    Indemnification of Employees and Agents of the Corporation.

      The  Corporation  may, to the extent  authorized  from time to time by a
majority vote of the Continuing Directors,  indemnify any employee or agent of
the Corporation and pay the expenses  incurred by any employee or agent of the
Corporation in defending any  proceeding in advance of its final  disposition,
to the fullest extent of the provisions of this Article TWELFTH.

D.    Indemnification for Expenses of Successful Party.

      Notwithstanding the other  provisions  of this Article  TWELFTH,  to the
extent that a director, officer, employee or agent of the Corporation has been
successful  on the merits or otherwise,  including,  without  limitation,  the
dismissal of an action without  prejudice,  in defense of any action,  suit or
proceeding  referred to in Paragraphs A and B of this Article  TWELFTH,  or in
defense  of  any  claim,  issue  or  matter  therein,  such  person  shall  be
indemnified  against  all  expenses  (including  attorneys'  fees and  related
disbursements) actually and reasonably incurred by him or her or in his or her
behalf in connection therewith.

E.    Determination of Right to Indemnification.

      Any indemnification  under  Paragraphs A and B of this  Article  TWELFTH
shall be made by the Corporation  upon a determination  (i) by a quorum of the
board  consisting  of Continuing  Directors (as defined in Article  SEVENTH of
this Certification of Incorporation) who were not parties to such action, suit
or proceeding,  or (ii) if such majority of disinterested Continuing Directors
is not obtainable or, even if obtainable, a quorum of disinterested Continuing
Directors so directs,  by independent  legal counsel in a written opinion that
indemnification of the director,  officer,  employee or agent is proper in the
circumstances  because such person has met the applicable  standard of conduct
set forth in Paragraphs A and B of this Article  TWLFTH.  Notwithstanding  the
determination  made by the  Corporation  hereunder,  a  court  may  order  the
Corporation  to make  indemnification  pursuant  to  Paragraphs  A or B of the
Article TWELFTH.

F.    Advance of Expenses.

      Expenses (including attorneys' fees and related disbursements)  incurred
by a person  referred  to in  Paragraphs  A or B of this  Article  TWELFTH  in
defending a civil or criminal action,  suit or proceeding shall be paid by the
Corporation  in  advance  of the final  disposition  of such  action,  suit or
proceeding  upon receipt of an  undertaking by or on behalf of the director or
officer  to repay  all  amounts  to be  advanced  in the  event  that it shall
ultimately be  determined  that such director or officer is not entitled to be
indemnified  by the  Corporation as authorized in this Article  TWELFTH.  Such
expenses incurred by employees and agents,  other than directors and officers,
may be so paid upon such terms and conditions,  if any, as the majority of the
Continuing  Directors  deem  appropriate.   The  majority  of  the  Continuing
Directors may, upon approval of such director,  officer,  employee or agent of
the Corporation, authorize the Corporation's counsel to represent such person,
in any action,  suit or proceeding,  whether or not the Corporation is a party
to such action, suit or proceeding.

                                      17
<PAGE>

G.    Procedure for Indemnification: Right of Claimant to Bring Suit.

      Any indemnification  under Paragraphs A, B and D, or advance of expenses
under Paragraph F of this Article TWELFTH,  shall be made promptly, and in any
event  within  60  days,  (or in the case of any  advance  of  expenses  under
Paragraph  E,  within  20 days)  upon the  written  request  of the  director,
officer,  employee  or agent.  The right to  indemnification  or  advances  as
granted by this Article TWELFTH shall be enforceable by the director, officer,
or agent in any court of competent  jurisdiction,  if the  Corporation  denies
such request, in whole or in part, or if no disposition thereof is made within
the applicable time period specified in the preceding  sentence  hereof.  Such
person's expenses incurred in connection with successfully establishing his or
her right to  indemnification,  in whole or in part,  in any such action shall
also be  indemnified  by the  Corporation.  It shall be a defense  to any such
action  (other  than an action  brought to enforce a claim for the  advance of
expenses  under  Paragraph  F of  this  Article  TWELFTH  where  the  required
undertaking,  if any, has been received by the Corporation)  that the claimant
has not met the  standard  of conduct  set forth in  Paragraph  A or B of this
Article  TWELFTH,  but the  burden of  proving  such  defense  shall be on the
Corporation.  Neither the failure of the  Corporation  (including its Board of
Directors, its independent legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the  claimant is proper in the  circumstances  because such person has met the
applicable  standard of conduct set forth in  Paragraph A or B of this Article
TWELFTH,  nor the fact  that  there has been an  actual  determination  by the
Corporation  (including  its  Board  of  Directors  or its  independent  legal
counsel)  that the claimant has not met such  applicable  standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

H.    Other Rights; Continuation of Right to Indemnification.

      The indemnification and advancement of expenses provided by this Article
TWELFTH  shall not be deemed  exclusive  of any other rights to which a person
seeking  indemnification  or advancement of expenses may be entitled under any
law  (common  or  statutory),   bylaw,  agreement,  vote  of  stockholders  or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another  capacity  while holding  office or while
employed by or acting as agent for the  Corporation,  and the  indemnification
and  advancement of expenses  proved by this Article TWELFTH shall continue as
to a person who has ceased to be a director  or officer and shall inure to the
benefit of the estate,  heirs,  executors and  administrators  of such person.
Nothing contained in this Article TWELFTH shall be deemed to prohibit, and the
Corporation is specifically  authorized to enter into,  agreements between the
Corporation   and   directors,   officers,   employees  or  agents   providing
indemnification  rights and procedures  different from those set forth herein.
All rights to  indemnification  under Article  TWELFTH shall be deemed to be a
contract between the Corporation and each director, officer, employee or agent
of the  Corporation  who serves or served in such  capacity  at any time while
this Article TWELFTH is in effect, and between the Corporation and each person
who,  at the  request  of the  Corporation,  serves or  served as a  director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise,  including service with respect to employee benefit
plans. Any repeal or modification of this Article TWELFTH shall nor in any way
diminish any rights to indemnification 18 of such director or officer,  or the
<PAGE>


obligations of the Corporation  arising  hereunder with respect to any action,
suit or proceeding  arising out of, or relating to, any actions,  transactions
or facts occurring prior to the final adoption of such modification or repeal.

I.    Insurance.

      The  Corporation  may purchase and  maintain  insurance on behalf of any
person who is or was or has agreed to become a director,  officer, employee or
agent of the  Corporation,  or is or was serving or has agreed to serve at the
request  of the  Corporation  as a  director,  officer,  employee  or agent of
another  corporation,  partnership,  joint venture,  trust or other enterprise
against any liability  asserted  against him or her and incurred by him or her
on his or her behalf in any such capacity, or arising out of his or her status
as such,  whether or not the Corporation would have the power to indemnify him
or her against such liability under the provision of this Article TWELFTH.

J.    Savings Clause.

      If this Article TWELFTH or any portion  hereof shall be  invalidated  on
any ground by any court of competent jurisdiction,  then the Corporation shall
nevertheless  indemnify each director or officer of the  Corporation as to any
expense  (including  attorney's  fees),  judgment,  fine  and  amount  paid in
settlement  with respect to any action,  suit or  proceeding,  whether  civil,
criminal,  administrative or  investigative,  including an action by or in the
right of the  Corporation,  to the full  extent  permitted  by any  applicable
portion of this Article  TWELFTH that shall not have been  invalidated  and to
the full extent permitted by applicable law.

K.    Subsequent Legislation.

      If the Delaware General Corporation Law is hereafter  amended to further
expand  the  indemnification   permitted  to  directors  or  officers  of  the
Corporation,  then the Corporation shall indemnify such persons to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

           THIRTEENTH:    Amendment of  Certificate  of   Incorporation.   The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this  Certificate of Incorporation in the manner now or hereafter
prescribed by statute.  Notwithstanding the foregoing, the affirmative vote of
the holders of at least eighty percent (80%) of the total votes eligible to be
cast at a legal  meeting  shall be  required  to  amend,  repeal  or adopt any
provisions  inconsistent with, Articles SIXTH, SEVENTH,  EIGHTH, NINTH, TENTH,
ELEVENTH,  TWELFTH,  and  this  Article  THIRTEENTH  of  this  Certificate  of
Incorporation.

                                      19
<PAGE>