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; 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 thirty million
(30,000,000)  shares,  one cent  ($.01) par value,  divided  into two classes of
which  twenty-five  million  (25,000,000)  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.



<PAGE>

     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.

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  qualifications,  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;



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<PAGE>

          (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.

Designations, 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 $.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 


                                       3
<PAGE>

November  15, 1988 (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 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.

     (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:



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<PAGE>

          (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 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
     an 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.



                                       5
<PAGE>

          (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 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


                                       6
<PAGE>

     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)

                                       7
<PAGE>

     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.

     (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.



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<PAGE>

     (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 not 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 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.



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<PAGE>

     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.

     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 


                                       10
<PAGE>

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 And 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,  as defined in
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, 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;  provide 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 


                                       11
<PAGE>

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.

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



                                       12
<PAGE>

          (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 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 


                                       13
<PAGE>

          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  definitions
contained in this Article SEVENTH:



                                       14
<PAGE>

          (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 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 interests in
     the equity securities of the Corporation for a 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 an 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 this
          Article SEVENTH.

          (iii)  "Related   Person"  shall  mean  any  person  (other  than  the
     Corporation,  a  subsidiary  of the  Corporation,  or any  profit  sharing,
     employee


                                       15
<PAGE>

     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  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  dividend  (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 


                                       16
<PAGE>

          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  entitled 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.

          (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 meetings 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).



                                       17
<PAGE>

     ELEVENTH: Limitation 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 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 the
director  derives  any  improper  personal  benefit.  If  the  Delaware  General
Corporation Law is amended after the formation of this Corporation to permit the
further  elimination or limitation of the personal liability of directors,  then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest  extent  permitted by 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  Proceedings  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  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  attorneys'  fees and related  disbursements),  judgments,  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  interests  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,  the Corporation  shall indemnify
such  person  seeking  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


                                       18
<PAGE>

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 or
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
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)  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.

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 


                                       19
<PAGE>

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 on 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  TWELFTH.  Notwithstanding  the
determination  made  by  the  Corporation  hereunder,  a  court  may  order  the
Corporation  to  make  indemnification  pursuant  to  Paragraphs  A or B of this
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 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  deems
appropriate. The majority of the Continuing Directors may, upon approval of such
director,  officer,  employee  or  agent  of  the  Corporation,  authorized  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.

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 


                                       20
<PAGE>

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  Paragraphs 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  Paragraphs  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  provided 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 


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<PAGE>

shall not in any way diminish any rights to  indemnification of such director or
officer, or the 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 or 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 provisions 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  attorneys'  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.


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<PAGE>

     IN WITNESS  WHEREOF,  this Restated  Certificate  of  Incorporation,  which
restates,   integrates  but  does  not  further  amend  the  provisions  of  the
Corporation's   Certificate  of   Incorporation,   as  theretofore   amended  or
supplemented,  having  been  duly  adopted  by the  Board  of  Directors  of the
Corporation  in  accordance  with the  provisions  of Section 245 of the General
Corporation  Law of the State of Delaware,  has been  executed  this 25th day of
June, 1998.

                                      FirstFed Financial Corp.


                                      By:  /s/ Babette E. Heimbuch
                                           ----------------------------
                                           Name:  Babette E. Heimbuch
                                           Title: President and CEO


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