Exhibit
        (3)-a
  RESTATED
        CERTIFICATE OF INCORPORATION
  OF
  BAUSCH
        & LOMB INCORPORATED
  UNDER
        SECTION 807 OF THE BUSINESS CORPORATION LAW
  The
        undersigned, being respectively Senior Vice President and General Counsel
        and
        Secretary of Bausch & Lomb Incorporated, hereby certify that:
 First.
        The name of the Corporation is Bausch & Lomb Incorporated (the “Company”).
        The name under which the Company was formed was Bausch & Lomb Optical
        Company.
 Second.
        The Certificate of Incorporation by which the Company was incorporated was
        filed
        in the Office of the Secretary of State of the State of New York on
        March 20, 1908. Restated Certificates of Incorporation of the Company were
        filed by the Department of State on April 22, 1976 and on
        September 13, 1985.
 Third.
        This Restated Certificate of Incorporation restates the text of the Certificate
        of Incorporation without making any amendment or change.
 Fourth.
        The text of the Company’s Certificate of Incorporation is hereby restated to
        read in full as follows:
  
  CERTIFICATE
        OF INCORPORATION
 OF
 BAUSCH
        & LOMB INCORPORATED
  1.  The
        name
        of the Corporation is Bausch & Lomb Incorporated.
 2.  The
        purposes for which it is formed are:
 To
        develop, manufacture, produce, mine, purchase, lease, sell, import, export,
        install, repair, modify, service and otherwise acquire and dispose of, work
        with
        and on, and deal with and in, scientific, physical, chemical, mechanical,
        engineering, nuclear, electronic, optical and ophthalmic, photographic, and
        other image reproduction, measuring, analytical, control, testing, laboratory,
        astronomical, medical, computer, information storage and retrieval, office,
        and
        similar and related tools, implements, machinery, instruments, apparatus,
        furniture, processes, systems, devices, components, parts, supplies, materials
        and equipment of all kinds, types and combinations, in all applications,
        and of
        all substances, materials and matter of any state and combination;
 To
        engage
        in scientific and technological research and pursuits of every lawful kind
        and
        description and to utilize, employ and exploit any and all knowledge resulting
        therefrom;
 To
        purchase, lease or otherwise acquire, hold, own, encumber, sell or otherwise
        dispose of, invest, trade and deal in and with real property and personal
        property, tangible and intangible, of every kind and description.
 3.  Its
        duration shall be perpetual.
 4.  Its
        principal business office shall be located in the City of Rochester, County
        of
        Monroe and State of New York.
 5.  Subject
        to the provisions of this Certificate relating to the rights of the holders
        of
        any class or series of stock having a preference over the Common Stock or
        Class
        B Stock as to dividends or upon liquidation to elect additional directors
        under
        specified circumstances, the number of the directors of the Corporation shall
        be
        not less than three nor more than twenty-five persons. The exact number of
        directors within the minimum and maximum limitations specified in the preceding
        sentence shall be determined from time to time upon the vote of a majority
        of
        the shareholders voting at a meeting or a majority of the entire Board of
        Directors. No decrease in the number of directors constituting the Board
        of
        Directors shall shorten the term of any incumbent director. Each director,
        other
        than those who may be elected by the holders of any class or series of stock
        having a preference over the Common stock or Class B stock as to dividends
        or
        upon liquidation, shall be elected for a term expiring at the annual meeting
        of
        shareholders immediately following their election, or when their successor
        is
        elected and qualified. The foregoing sentence shall not, however, have the
        effect of limiting the elected term of any director in office prior to the
        2005
        annual meeting of shareholders.
 6.  The
        total
        number of shares which the Corporation may have is Two Hundred Million
        (200,000,000) shares of Common Stock of the par value of Forty Cents ($.40)
        per
        share, Fifteen Million (15,000,000) shares of Class B Stock of the par value
        of
        Eight Cents ($.08) per share, Ten Thousand (10,000) shares of 4% Cumulative
        Preferred Stock of the par value of One Hundred Dollars ($100) per share
        and
        Twenty Five Million (25,000,000) shares of Class A Preferred Stock of the
        par
        value of One Dollar ($1) per share.
 7.  The
        designations, preferences, privileges and voting powers of the shares of
        4%
        Cumulative Preferred Stock and the restrictions or qualifications thereof
        shall
        be as follows:
 (A)  Dividends
        on 4% Cumulative Preferred Stock .
 Out
        of
        the assets and/or net profits of the Corporation available for dividends,
        the
        holders of each share of 4% Cumulative Preferred Stock at the time outstanding
        shall be entitled to receive, if and when declared by the Board of Directors,
        dividends in lawful money of the United States of America at, but not exceeding,
        the rate of 4% per annum, payable in equal quarterly installments on the
        first
        days of January, April, July and October in each year, or on such other dates
        as
        the Board of Directors may from time to time determine. Such dividends on
        the 4%
        Cumulative Preferred Stock shall be preferential and cumulative (whether
        or not
        earned in whole or in part) so that if full dividends upon the outstanding
        4%
        Cumulative Preferred Stock at the rate aforesaid from the date from which
        the
        dividends thereon became cumulative to the end of the then current quarterly
        dividend period shall not have been paid or declared and set apart for payment,
        the amount of the deficiency, without interest, shall be paid in full and
        dividends upon such stock for the current quarterly period shall be declared
        and
        set apart for payment before any dividends shall be declared or paid upon
        or set
        apart for, or other distribution shall be ordered or made in respect of,
        the
        Common Stock or Class A Preferred Stock and before any sums shall be paid
        or set apart for the purchase or retirement of the Common Stock, for the
        purchase or redemption of the Class A Preferred Stock or for the purchase
        or redemption of less than all of the outstanding 4% Cumulative Preferred
        Stock.
        Dividends on all shares of the 4% Cumulative Preferred Stock shall commence
        to
        accrue and be cumulative from the quarterly dividend date next preceding
        the
        date of issue or from said date of issue, if that be a dividend date; but
        in the
        event of the issue of additional shares of 4% Cumulative Preferred Stock
        subsequent to the date of the initial issue of shares thereof, all dividends
        paid on the 4% Cumulative Preferred Stock prior to the issue of such additional
        shares, and all dividends declared payable to holders of record of 4% Cumulative
        Preferred Stock at a date prior to such issue, shall be deemed to have been
        paid
        in respect of the additional shares so issued.
 (B)  Voting
        Rights of 4% Cumulative Preferred Stock .
 The
        holders of 4% Cumulative Preferred Stock shall not be entitled to any voting
        rights except as otherwise required by law and except as hereinafter stated;
        and
        without limiting the generality of the foregoing, the holders of 4% Cumulative
        Preferred Stock are hereby specifically excluded from the right to vote in
        a
        proceeding (a) for mortgaging the property and franchises of the
        Corporation pursuant to the Business Corporation Law of the State of New
        York,
        (b) for authorizing any guaranty pursuant to said law, (c) for sale of
        the franchises and property of the Corporation pursuant to said law,
        (d) for consolidation pursuant to said law, (e) for voluntary
        dissolution pursuant to said law, or (f) for change of name pursuant to
        said law.
 If
        and
        whenever dividends on the outstanding 4% Cumulative Preferred Stock shall
        be in
        arrears or unpaid in an aggregate amount equal to or exceeding four full
        quarterly dividends thereon, that is, in an amount equal to or exceeding
        $4 on
        each share of outstanding 4% Cumulative Preferred Stock, then the holders
        of 4%
        Cumulative Preferred Stock, shall thereupon have the right, voting as a class,
        by plurality vote, to elect two members of the Board of Directors or one-third
        of the total number of directors (disallowing any fraction), whichever is
        greater, (such number of directors being hereinafter called “the minority”).
        During the continuance of such right of the 4% Cumulative Preferred Stock
        to
        elect the minority of the directors, the holders of the Common Stock, voting
        as
        another class, shall, subject to any rights thereto then possessed by holders
        of
        Class A Preferred Stock, have the right, by plurality vote, to elect the
        remaining members (hereinafter called “the majority”) of the Board of
        Directors.
 If
        and
        whenever the right of the holders of 4% Cumulative Preferred Stock to elect
        the
        minority of the Board of Directors shall accrue, the terms of office of all
        persons who may be directors of the Corporation at such time shall terminate
        upon the election of their successors; and such election may be held at a
        special meeting of all shareholders of the Corporation which shall be convened
        at any time after the accrual of such right upon notice similar to that provided
        in the By-Laws of the Corporation for calling the annual meeting of the
        shareholders, at the request in writing of the holders of record of at least
        2%
        of the number of shares of 4% Cumulative Preferred Stock then outstanding.
        In
        default of the calling of said meeting by a proper officer of the Corporation
        within five days after the making of such request, such meeting may be called
        on
        like notice by any holder of record of 4% Cumulative Preferred Stock, for
        which
        purpose any such holder of 4% Cumulative Preferred Stock shall have the right
        to
        have access to the stock books of the Corporation. If for any reason such
        special meeting shall not be called prior to the next annual meeting, then
        at
        such meeting the holders of 4% Cumulative Preferred Stock and of the Common
        Stock (subject to any rights thereto then possessed by holders of Class A
        Preferred Stock) respectively, shall elect the minority and the majority
        of the
        members of the Board of Directors as aforesaid unless previously thereto
        all
        such defaults in dividend shall have been made good.
 The
        right
        of the holders of 4% Cumulative Preferred Stock so to elect the minority
        of the
        Board of Directors shall continue until all accrued dividends on the 4%
        Cumulative Preferred Stock at the full cumulative rate aforesaid to the next
        preceding quarterly dividend payment date shall have been paid or declared
        and
        set apart for payment, in full, at which time such right shall
        cease.
 If
        and
        whenever the right of the holders of 4% Cumulative Preferred Stock to elect
        the
        minority of the Board of Directors shall terminate, then the terms of office
        of
        all persons who may be directors of the Corporation at such time shall terminate
        upon the election of their successors; and such election may be held at a
        special meeting of the holders of Common Stock of the Corporation (subject
        to
        any rights thereto then possessed by holders of Class A Preferred Stock)
        which
        shall be convened at any time after the termination of such right upon notice
        similar to that provided in the By-Laws of the Corporation for calling the
        annual meeting of the shareholders at the request in writing of the holders
        of
        record of at least 2% of the number of shares of Common Stock then outstanding.
        In default of the calling of said meeting by a proper officer of the Corporation
        within five days after the making of such request, such meeting may be called
        on
        like notice by any holder of record of Common Stock, for which purpose any
        holder of Common Stock shall have the right to have access to the stock books
        of
        the Corporation. If such special meeting be not called prior to the next
        annual
        meeting, then at such meeting the holders of the Common Stock (subject to
        any
        rights thereto then possessed by holders of Class A Preferred Stock) shall
        elect
        all of the members of the Board of Directors.
 If
        and
        whenever during any interval between annual meetings of shareholders for
        the
        election of directors while holders of 4% Cumulative Preferred Stock shall
        be
        entitled to elect the minority of the directors, the number of directors
        in
        office who shall have been elected by the holders of 4% Cumulative Preferred
        Stock or Common Stock, and/or Class A Preferred Stock, as the case may be,
        shall
        become less than the total number of directors subject to election by the
        holders of shares of such class, whether by reason of the resignation, death
        or
        removal of any director or directors, or an increase in the total number
        of
        directors, (1) the vacancy or vacancies shall be filled by a majority vote
        of the remaining directors if they constitute a quorum, but in each such
        case,
        the majority vote must include the votes of a majority of the directors then
        in
        office who were either elected by the votes of shares of such class or
        substituted to a vacancy originally filled by the votes of the shares of
        such
        class, and (2) if the remaining directors do not constitute a quorum, a
        special meeting of the holders of shares of such class shall be held in the
        manner and on notice as above provided and such vacancy or vacancies shall
        be
        filled at such special meeting.
 At
        any
        meeting of shareholders at which the holders of 4% Cumulative Preferred Stock
        shall be entitled to elect the minority of directors as aforesaid, a quorum
        shall, insofar as the election of such minority is concerned but not otherwise,
        be such number of shares of 4% Cumulative Preferred Stock as shall be
        represented in person or by proxy at said meeting.
 (C)  Restriction
        on Certain Corporate Action .
 The
        consent, by affirmative vote or in writing, of the holders of two-thirds
        of the
        outstanding shares of 4% Cumulative Preferred Stock shall be required for
        any of
        the following actions:
 (a)  Any
        change in or modification of any of the preferences, priorities, special
        rights
        or powers of the 4% Cumulative Preferred Stock, adversely affecting such
        stock;
 (b)  The
        authorization or issuance of any shares of stock of any other class (as
        distinguished from additional shares of 4% Cumulative Preferred Stock) of
        the
        Corporation ranking prior to or on a parity with the 4% Cumulative Preferred
        Stock as to dividends or assets, or the authorization or issuance of any
        stock
        or other security of the Corporation convertible into any stock having such
        priority or parity;
 (c)  The
        issuance by the Corporation of any shares of 4% Cumulative Preferred Stock
        other
        than the 10,000 shares of 4% Cumulative Preferred Stock to be presently
        authorized, unless:
 (1)  average
        annual Consolidated Net Earnings (after adding thereto all interest paid
        on
        outstanding Consolidated Funded Debt and dividends paid or accrued on
        outstanding preferred stock of any Domestic Subsidiary) for the three preceding
        fiscal years shall be at least equal to two and one-half times the sum of
        (i) annual interest requirements on Consolidated Funded Debt to be
        outstanding immediately after the issuance of such additional 4% Cumulative
        Preferred Stock and (ii) annual dividend requirements on all 4% Cumulative
        Preferred Stock and on any other stock of the Corporation ranking prior to
        or on
        a parity with the 4% Cumulative Preferred Stock and on any preferred stock
        of
        any Domestic Subsidiary to be so outstanding; and
 (2)  at
        June 30th or December 31st, as the case may be, next preceding the
        date of the issuance of such additional 4% Cumulative Preferred Stock, but
        after
        giving effect to such issuance, the sum of (i) the par or stated value of
        all of the outstanding shares of stock of the Corporation ranking junior
        to the
        4% Cumulative Preferred Stock both as to dividends and assets and
        (ii) Consolidated Surplus, shall be at least 100% of the sum of
        (iii) Consolidated Funded Debt, the involuntary liquidating preference of
        any outstanding shares of preferred stock of any Domestic Subsidiary and
        the
        proportion of net assets applicable to minority interests evidenced by shares
        of
        Common Stock of Domestic Subsidiaries and (iv) the par or stated value of
        all the outstanding shares of 4% Cumulative Preferred Stock and of any other
        class of stock ranking prior to or on a parity with the 4% Cumulative Preferred
        Stock as to dividends or assets.
 (d)  The
        creation, incurring, assumption or guarantee by the Corporation or any Domestic
        Subsidiary of any Funded Debt (except (1) in connection with the renewal or
        extension of Funded Debt in an amount not exceeding the principal amount
        of
        Funded Debt so renewed or extended or (2) Funded Debt owing to the
        Corporation or a Wholly-Owned Subsidiary), or the issuance by any Domestic
        Subsidiary, other than to the Corporation or a Wholly-Owned Subsidiary, of
        any
        shares of preferred stock; unless, as at June 30th or December 31st,
        as the case may be, next preceding the date of such creation, incurring,
        assumption or guarantee or issuance, but after giving effect thereto, the
        sum of
        (i) the par or stated value of all outstanding stock of the Corporation
        ranking junior to the 4% Cumulative Preferred Stock both as to dividends
        and
        assets and (ii) Consolidated Surplus, shall be at least 100% of the sum of
        (iii) Consolidated Funded Debt, the involuntary liquidating preference of
        any outstanding shares of preferred stock of any Domestic Subsidiary and
        the
        proportion of net assets applicable to minority interests evidenced by shares
        of
        Common Stock of Domestic Subsidiaries and (iv) the par or stated value of
        all
        the outstanding shares of 4% Cumulative Preferred Stock and of any other
        class
        of stock ranking prior to or on a parity with the 4% Cumulative Preferred
        Stock
        as to dividends or assets.
 (e)  The
        consolidation of the Corporation with or the merger of the Corporation into
        another corporation or corporations, but this restriction shall not apply
        to the
        purchase by the Corporation of assets or securities of another corporation
        or
        the merger of another corporation or corporations into the Corporation if
        the
        Corporation is the surviving Corporation.
 The
        consent by affirmative vote or in writing of the holders of a majority of
        the
        outstanding shares of 4% Cumulative Preferred Stock shall be required to
        effect
        or validate the sale or lease of substantially all of the assets of the
        Corporation.
 Except
        as
        provided above, the Common Stock shall have the exclusive right, so far as
        the
        holders of 4% Cumulative Preferred Stock are concerned, to vote for the election
        of directors and for all other purposes.
 Except
        as
        otherwise required by law holders of 4% Cumulative Preferred Stock shall
        not be
        entitled to receive notice of any meeting of the holders of any class of
        stock
        at which they were not entitled to vote.
 Notwithstanding
        any provisions to the contrary herein contained, the holders of 4% Cumulative
        Preferred Stock shall not have any right, under the provisions of this
        paragraph (C), to vote in respect of any matter specified in said paragraph
        if, in connection therewith, provision is to be made for the redemption of
        all
        of the 4% Cumulative Preferred Stock at the time outstanding or for the
        voluntary dissolution, liquidation or winding up of the
        Corporation.
 In
        exercising voting rights given to the 4% Cumulative Preferred Stock by the
        provisions of paragraphs (B) and (C), the holders of such stock shall be
        entitled to one vote for each share of such stock held by them,
        respectively.
 (D)  Dividend
        Restrictions on Junior Stock .
 So
        long
        as any of the 4% Cumulative Preferred Stock shall remain outstanding, no
        dividends (other than dividends payable in stock of the Corporation ranking
        junior to the 4% Cumulative Preferred Stock both as to dividends and assets)
        shall be paid upon, nor shall any other distribution be made to, any class
        of
        stock ranking junior to the 4% Cumulative Preferred Stock as to either dividends
        or assets (hereinafter sometimes referred to as junior stock) nor shall any
        shares of junior stock be purchased, redeemed or otherwise acquired for a
        consideration by the Corporation or any Domestic Subsidiary:
 (a)  if
        the
        aggregate amount so paid, distributed or applied subsequent to December 31,
        1944, would thereupon exceed the sum of (i) Consolidated Net Earnings after
        December 31, 1944, after deduction therefrom of all dividends which shall
        accrue after that date on the 4% Cumulative Preferred Stock and on any class
        of
        stock ranking prior thereto or on a parity therewith as to dividends or assets,
        (ii) the aggregate net proceeds received by the Corporation from the issue
        or sale subsequent to December 31, 1944, of shares of any class of stock
        ranking junior to the New Preferred Stock both as to dividends and assets
        after
        deducting therefrom the net proceeds received by the Corporation from the
        issuance or sale during the year 1945 of 152,500 shares of Common Stock of
        the
        Corporation (such Consolidated Net Earnings to be determined in each case
        as of
        the end of the latest month preceding the event which requires the making
        of
        such determination for which financial statements are available, but in no
        event
        earlier than the second calendar month preceding such event); and
        (iii) $500,000; or
 (b)  if,
        as at
        June 30th or December 31st, as the case may be, next preceding the
        date of the making of such payment, distribution, purchase, redemption or
        acquisition, but after giving effect thereto, the sum of (i) the par or
        stated value of all of the outstanding shares of stock of the Corporation
        ranking junior to the 4% Cumulative Preferred Stock both as to dividends
        and
        assets and (ii) Consolidated Surplus shall be less than 100% of the sum of
        (iii) Consolidated Funded Debt, the involuntary liquidating preference of
        any outstanding shares of preferred stock of any Domestic Subsidiary and
        the
        proportion of net assets applicable to minority interests evidenced by shares
        of
        Common Stock of Domestic Subsidiaries and (iv) the par or stated value of
        all the outstanding shares of 4% Cumulative Preferred Stock and of any other
        class of stock ranking prior to or on a parity with the 4% Cumulative Preferred
        Stock as to dividends or assets.
 (E)  Liquidation
        Rights of 4% Cumulative Preferred Stock .
 In
        the
        event that the Corporation is liquidated, dissolved or wound up, the holders
        of
        4% Cumulative Preferred Stock shall be entitled to receive, if such liquidation,
        dissolution or winding up be involuntary, the sum of $100 per share, and
        if such
        liquidation, dissolution or winding up be voluntary, a sum equal to the
        redemption price in effect at the time of such liquidation, dissolution or
        winding up, out of the assets of the Corporation available for distribution
        to
        its shareholders, whether capital, surplus or earnings, plus all dividends
        accrued or in arrears thereon, before any amount shall be paid or distributed
        to
        the holders of the Class A Preferred Stock or to the holders of the Common
        Stock; but the holders of 4% Cumulative Preferred Stock shall be entitled
        to no
        further participation in such distribution. If upon such liquidation,
        dissolution or winding up, the assets of the Corporation available for
        distribution to its shareholders shall be insufficient to permit the payment
        to
        the holders of 4% Cumulative Preferred Stock of the full preferential amounts
        aforesaid, then all said assets shall be distributed among the holders of
        4%
        Cumulative Preferred Stock then outstanding ratably in proportion to the
        full
        preferential amounts to which they are respectively entitled. The expression
        “dividends accrued or in arrears” means, in respect of each share of 4%
        Cumulative Preferred Stock, an amount equal to simple interest upon the sum
        of
        $100 at the rate of 4% per annum from the date from which dividends thereon
        became cumulative to the date as of which the computation is to be made,
        less
        the aggregate amount (without interest) of all dividends theretofore paid
        or
        declared and set apart for payment in respect of such share or deemed so
        to be.
        The consolidation or merger of the Corporation and any other corporation
        or
        corporations, or the sale of all or substantially all of the assets of the
        Corporation as an entirety, or the purchase or redemption of 4% Cumulative
        Preferred Stock, or the purchase or redemption of Class A Preferred Stock,
        or
        the purchase of Common Stock in any manner permitted by law or by the provisions
        hereof, shall not be regarded as a liquidation, dissolution or winding up
        of the
        Corporation.
 (F)  Redemption
        and Repurchase of 4% Cumulative Preferred Stock .
 The
        4%
        Cumulative Preferred Stock may be redeemed by the Corporation at the option
        of
        the Board of Directors as a whole at any time, or, subject to the provisions
        of
        paragraph A, in part from time to time, at $104 per share, plus in each
        case a sum equal to accrued or unpaid dividends thereon to the date of
        redemption. If less than all of the outstanding 4% Cumulative Preferred Stock
        is
        to be redeemed, the redemption shall be in such amount and shall be effected
        in
        such manner, whether by lot or pro rata, and subject to such conditions and
        provisions of expediency and convenience as may be prescribed by resolution
        of
        the Board of Directors. Notice of any proposed redemption of 4% Cumulative
        Preferred Stock shall be given by the Corporation by mailing a copy of such
        notice at least 30 days prior to the date fixed for such redemption to the
        holders of record of 4% Cumulative Preferred Stock to be redeemed at their
        respective addresses appearing on the books of the Corporation. From and
        after
        the date specified in such notice as the date of redemption (unless default
        shall be made by the Corporation in providing moneys at the time and place
        specified for the payment of the redemption funds pursuant to said notice),
        all
        dividends on the 4% Cumulative Preferred Stock to be redeemed shall cease
        to
        accrue, and from and after said date (unless default be made as aforesaid)
        or
        the date of the earlier deposit by the Corporation in trust, with a bank
        or
        trust company doing business in the State of New York, of funds sufficient
        for
        such redemption (a statement of the intention so to deposit having been included
        in said notice), all rights of the holders of the shares of 4% Cumulative
        Preferred Stock so to be redeemed as shareholders of the Corporation, including,
        without limitation, any right to vote or otherwise participate in the
        determination of any proposed corporate act, except only the right to receive
        the redemption price when due, shall cease and determine and such shares
        shall
        be deemed to be no longer outstanding. The Corporation shall be entitled
        to all
        moneys so deposited which shall remain unclaimed by the holders of such 4%
        Cumulative Preferred Stock at the end of six years after the redemption date,
        together with any interest thereon which shall have been allowed by the bank
        or
        trust company with which the deposit was made, and such moneys shall be paid
        over to the Corporation on its demand by said bank or trust company without
        liability to any holders of such 4% Cumulative Preferred Stock for so doing
        and
        also without the necessity of any notice to them. Subject to the provisions
        of
        paragraph (A), the Corporation may also from time to time purchase shares
        of its 4% Cumulative Preferred Stock at a price not exceeding the price at
        which
        the same might then be redeemed. Shares of 4% Cumulative Preferred Stock
        redeemed or purchased by the Corporation shall not be re-issued by
        it.
 (G)  Preemptive
        Rights .
 The
        holders of 4% Cumulative Preferred Stock, as such, shall have no preemptive
        rights to subscribe to or purchase or otherwise acquire any shares of stock
        of
        the Corporation of any series or class issued, sold or offered by the
        Corporation for property, cash or otherwise.
 (H)  Definitions .
 The
        following terms used above shall have the following meanings:
 (a)  The
        term
“Funded Debt” shall mean all indebtedness, direct or guaranteed, other than
        indebtedness maturing by its terms not more than twelve months from the date
        of
        incurring the same, except that there shall not be included in Funded Debt
        any
        indebtedness for the payment or redemption of which provision shall have
        been or
        is being made. Such term shall exclude notes or other indebtedness, maturing
        not
        more than twelve months from the date of their issuance or creation, issued
        or
        incurred pursuant to the provisions of any credit or loan agreement or other
        arrangement, the principal purpose of which is to provide funds in connection
        with war production or the carrying of receivables, inventory or claims with
        respect to terminated contracts relating to war production, notwithstanding
        that
        such agreement may contain provisions for the renewal or extension of such
        notes
        or indebtedness or for the suspension of the maturity thereof in connection
        with
        the cancellation of war production contracts; but shall include any notes
        or
        indebtedness issued or incurred under the Corporation’s Reconversion and
        Post-War Loan Agreement dated July 6, 1945, with Lincoln Rochester Trust
        Company and certain other banking institutions.
 (b)  The
        term
“Consolidated Funded Debt”, shall mean the sum of all Funded Debt of the
        Corporation and its Domestic Subsidiaries after eliminating all intercompany
        items, as computed from a consolidated balance sheet and as determined in
        accordance with generally accepted accounting principles.
 (c)  The
        term
“Consolidated Surplus” shall mean the earned surplus and capital surplus as
        determined from a consolidated balance sheet of the Corporation and its Domestic
        Subsidiaries in accordance with generally accepted accounting
        principles.
 (d)  The
        term
“Consolidated Net Earnings” shall mean the consolidated net income of the
        Corporation and its Domestic Subsidiaries available for dividends, determined
        in
        accordance with generally accepted accounting principles, after all proper
        charges (including provision for dividends on outstanding preferred stock
        of
        Domestic Subsidiaries and for net profits applicable to minority interests
        in
        subsidiaries represented by Common Stock and after provision for interest
        and
        for income and profits taxes and other taxes), but excluding therefrom capital
        gains and losses and including therein the amount of any tax refunds received
        or
        tax credit allowed or obtained, and provision for any additional tax assessments
        during any period in question whether the same arose in or shall be allocable
        in
        whole or in part to any prior period. In determining “Consolidated Net Earnings”
no deduction shall be made for discounts or commissions on any shares of
        4%
        Cumulative Preferred Stock or any other securities hereafter issued by the
        Corporation or any Domestic Subsidiary nor for the premium paid upon the
        redemption of any thereof.
 (e)  The
        term
“Subsidiary” or “Subsidiaries” shall mean any corporation or corporations at
        least 51% of the shares of the capital stock of which having voting power,
        other
        than as effected by failure to pay dividends or other events of default,
        is
        owned by the Corporation, either directly or through one or more other
        Subsidiaries.
 (f)  The
        term
“Domestic Subsidiary” shall mean any Subsidiary the greater portion of the
        business of which is transacted, or the greater portion of the assets of
        which
        is located, within the continental United States (excluding Alaska) and/or
        within the Dominion of Canada.
 The
        term
“Wholly-Owned Subsidiary” shall mean any Subsidiary all of the outstanding stock
        of which, except directors’ qualifying shares, is owned by the Corporation
        either directly or through one or more other Wholly-Owned
        Subsidiaries.
 (g)  The
        term
“outstanding” as applied to Funded Debt or preferred stock of the Corporation or
        any Domestic Subsidiary, shall be deemed to exclude any such Funded Debt
        or
        preferred stock owned by the Corporation or any Domestic
        Subsidiary.
 (h)  The
        term
“Common Stock”, when referring to Common Stock of the Corporation, shall be
        deemed to include Class B Stock.
 8.  The
        Corporation shall have authority to issue its Class A Preferred Stock in
        series. The Board of Directors is vested with authority to establish and
        designate series and to fix the number of shares to be included in each such
        series and the relative rights, preferences and limitations of such series,
        subject to the provisions set forth below, and to the limitation that the
        Board
        of Directors shall not have any authority to subordinate rights of holders
        of 4%
        Cumulative Preferred Stock by authorizing preferences for holders of any
        series
        of Class A Preferred Stock which would be in any respect superior to the
        rights of the holders of 4% Cumulative Preferred Stock, and to the further
        limitation that, if the stated dividends and amounts payable on liquidation
        are
        not paid in full, the shares of all series of the same class shall share
        ratably
        in the payment of dividends including accumulations, if any, in accordance
        with
        the sums which would be payable on such shares if all dividends were declared
        and paid in full, and in any distribution of assets other than by way of
        dividends in accordance with the sums which would be payable in such
        distribution if all sums payable were discharged in full. The authority of
        the
        Board of Directors with respect to each series of Class A Preferred Stock
        shall include, but not be limited to, determination of the
        following:
 (a)  The
        number of shares constituting that series and the distinctive designation
        of
        that series;
 (b)  The
        dividend rate on the shares of that series, whether dividends shall be
        cumulative, and, if so, from which date or dates;
 (c)  Whether
        that series shall participate in unlimited dividend rights, and, if so, the
        extent of such participation;
 (d)  Whether
        that series shall have voting rights, in addition to the voting rights provided
        by law, and, if so, the terms of such voting rights;
 (e)  Whether
        that series shall have conversion privileges, and, if so, the terms and
        conditions of such conversion, including provision for adjustment of the
        conversion rate in such events as the Board of Directors shall
        determine;
 (f)  Whether
        or not the shares of that series shall be redeemable, and, if so, the terms
        and
        conditions of such redemption, including the date or dates upon or after
        which
        they shall be redeemable, and the amount per share payable in case or
        redemption, which amount may vary under different conditions and at different
        redemption dates;
 (g)  The
        amounts payable on the shares of that series in the event of voluntary or
        involuntary liquidation, dissolution or winding up of the
        Corporation;
 (h)  Any
        other
        relative rights, preferences and limitations of that series.
 Dividends
        on outstanding Class A Preferred Stock of each series shall be declared and
        paid, or set apart for payment, before any dividends shall be declared and
        paid,
        or set apart for payment, on the Common Stock with respect to the same dividend
        period.
 Upon
        any
        dissolution, liquidation or winding up of the Corporation, whether voluntary
        or
        involuntary, the holders of the Class A Preferred Stock shall be entitled
        to receive out of the assets of the Corporation, before any distribution
        shall
        be made to the holders of the Common Stock, the amounts determined to be
        payable
        on the Class A Preferred Stock of each series in the event of voluntary or
        involuntary liquidation.
 No
        holder
        of Class A Preferred Stock shall be entitled to any preemptive
        rights.
 The
        term
“Common Stock”, when used in this Paragraph 8, shall be deemed to include
        Class B Stock.
 9.  The
        designations, preferences, privileges and voting powers of a series of
        Class A Preferred Stock designated as “Class A Preferred Stock,
        Series A” and the restrictions or qualifications thereof shall be as
        follows:
 (A)  Designation
        and Amount .
        The
        shares of such series shall be designated as “Class A Preferred Stock,
        Series A” (the “Series A Preferred Shares”) and the number of shares
        constituting the Series A Preferred Shares shall be Three Hundred Fifty
        Thousand (350,000). 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 Series A Preferred Shares to a number
        less than the number of shares then outstanding plus the number of shares
        reserved for issuance upon the exercise of outstanding options, rights or
        warrants or upon the conversion of any outstanding securities issued by the
        Corporation convertible into Series A Preferred Shares.
 (B)  Dividends
        and Distributions .
 (i)  Subject
        to the rights of the holders of any shares of any class of capital stock
        of the
        Corporation ranking prior and superior to the Series A Preferred Shares
        with respect to dividends, the holders of Series A Preferred Shares, in
        preference to the holders of the Corporation’s Common Stock and Class B
        Stock (which, for the purposes of this Paragraph 9, are hereinafter
        referred to together as the “Common Shares”) and of 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 (except as provided below with respect to non-cash dividends) 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 Shares, in an amount per share
        (rounded to the nearest cent) equal to the greater of (a) $1 or
        (b) subject to the provision for adjustment hereinafter set forth, 100
        times the aggregate per share amount of all cash dividends, and 100 times
        the
        aggregate per share amount (payable in kind) of all non-cash dividends or
        other
        distributions, other than a dividend payable in shares of Common Stock or
        a
        subdivision 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 Shares. In the event the Corporation shall at any time
        declare or pay any dividend on the Common Share payable in shares of Common
        Stock, or effect a subdivision or combination or consolidation of the
        outstanding Common Stock (by reclassification or otherwise than by payment
        of a
        dividend in shares of Common Stock) into a greater or lesser number of shares
        of
        Common Stock, then in each such case the amount to which holders of
        Series A Preferred Shares 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 Common
        Shares
        outstanding immediately after such event and the denominator of which is
        the
        number of Common Shares that were outstanding immediately prior to such
        event.
 (ii)  The
        Corporation shall declare a dividend or distribution on the Series A
        Preferred Shares as provided in subparagraph (i) of this Paragraph 9
        immediately prior to declaring a dividend or distribution on the Common Stock
        (other than a dividend payable in 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 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 Shares, a dividend of $1 per share of the Series A
        Preferred Shares shall nevertheless be payable on such subsequent or first
        Quarterly Dividend Payment Date, as the case may be.
 (iii)  Dividends
        shall begin to accrue and be cumulative on outstanding Series A Preferred
        Shares from the Quarterly Dividend Payment Date next preceding the date of
        issue
        of such shares, 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 Series A Preferred
        Shares 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 Series A
        Preferred Shares 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
        Series A Preferred Shares entitled to receive payment of a dividend or
        distribution declared thereon, which record date shall be not more than 60
        days
        prior to the date fixed for the payment thereof.
 (C)  Voting
        Rights .
        The
        holders of Series A Preferred Shares shall have the following voting
        rights:
 (i)  Subject
        to the provisions for adjustment hereinafter set forth, each share of
        Series A Preferred Shares shall entitle the holder thereof to 100 votes on
        all matters submitted to a vote of the shareholders of the Corporation. In
        the
        event the Corporation shall at any time declare or pay any dividend on the
        Common Stock payable in shares of Common Stock, or effect a subdivision or
        combination or consolidation of the outstanding Common Stock (by
        reclassification or otherwise than by payment of a dividend in shares of
        Common
        Stock) into a greater or lesser number of shares of Common Stock, then in
        each
        such case the number of votes per share to which holders of Series A
        Preferred Shares were entitled immediately prior to such event shall be adjusted
        by multiplying such number by a fraction, the numerator of which is the number
        of Common Shares outstanding immediately after such event and the denominator
        of
        which is the number of Common Shares that were outstanding immediately prior
        to
        such event.
 (ii)  Except
        as
        otherwise provided herein, in any other Certificate of Amendment creating
        a
        series of Class A Preferred Stock, par value $1.00 per share, of the
        Corporation (the “Preferred Shares”) or any similar stock, or by law, the
        holders of Series A Preferred Shares and the holders of Common Shares and
        any other capital shares of the Corporation having general voting rights
        shall
        vote together as one class on all matters submitted to a vote of shareholders
        of
        the Corporation.
 (iii)  Except
        as
        set forth herein, or as otherwise provided by law, holders of Series A
        Preferred Shares 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 Shares as set forth herein) for taking any corporate action.
 (D)  Certain
        Restrictions .
 (i)  Whenever
        quarterly dividends or other dividends or distributions payable on the
        Series A Preferred Shares as provided in subparagraph (B) of this
        Paragraph 9 are in arrears, thereafter and until all accrued and unpaid
        dividends and distributions, whether or not declared, on Series A Preferred
        Shares outstanding shall have been paid in full, the Corporation shall
        not:
 (a)  declare
        or pay dividends, or make any other distributions, on any shares of stock
        ranking junior (either as to dividends or upon liquidation, dissolution or
        winding up) to the Series A Preferred Shares;
 (b)  declare
        or pay dividends, 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 Shares, including, without
        limitation, shares of any other series of Class A Preferred Stock, except
        dividends paid ratably on the Series A Preferred Shares and all such parity
        stock on which dividends are payable or in arrears in proportion to the total
        amounts to which the holders of all such shares are then entitled;
 (c)  redeem
        or
        purchase or otherwise acquire for consideration shares of any stock ranking
        junior (either as to dividends or upon liquidation, dissolution or winding
        up)
        to the Series A Preferred Shares; provided ,
        that
        the Corporation may at any time redeem, purchase or otherwise acquire shares
        of
        any such junior stock in exchange for shares of any stock of the Corporation
        ranking junior (either as to dividends or upon dissolution, liquidation or
        winding up) to the Series A Preferred Shares; or
 (d)  redeem
        or
        purchase or otherwise acquire for consideration any Series A Preferred
        Shares, or any shares of stock ranking on a parity (either as to dividends
        or
        upon liquidation, dissolution or winding up) with the Series A Preferred
        Shares, including, without limitation, shares of any other series of
        Class 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.
 (ii)  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 subparagraph (D)(i) of this
        Paragraph 9, purchase or otherwise acquire such shares at such time and in
        such manner.
 (E)  Reacquired
        Shares .
        Any
        Series A Preferred Shares 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 Class A Preferred Stock and may be
        reissued as part of a new series of Class A Preferred Stock subject to the
        conditions and restrictions on issuance set forth herein, in the Restated
        Certificate of Incorporation, or in any other Certificate of Amendment creating
        a series of Class A Preferred Stock or any similar stock or as otherwise
        required by law.
 (F)  Liquidation,
        Dissolution or Winding Up .
        Upon
        any liquidation, dissolution or winding up of the Corporation, no distribution
        shall be made (1) 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 Shares unless, prior thereto, the holders of Series A
        Preferred Shares shall have received $100 per share, plus an amount equal
        to
        accrued and unpaid dividends and distributions thereon, whether or not declared,
        to the date of such payment, provided that the holders of Series A
        Preferred Shares shall be entitled to receive an aggregate amount per share,
        subject to the provision for adjustment hereinafter set forth, equal to 100
        times the aggregate amount to be distributed per share to holders of shares
        of
        Common Stock, or (2) to the holders of Series A Preferred Shares or
        shares of stock ranking on a parity (either as to dividends or upon liquidation,
        dissolution or winding up) with the Series A Preferred Shares, including,
        without limitation, shares of any other series of Class A Preferred Stock,
        except distributions made ratably on the Series Preferred Shares and all
        such
        parity stock in proportion to the total amounts to which the holders of all
        such
        shares are entitled upon liquidation, dissolution or winding up. In the event
        the Corporation shall at any time declare or pay any dividend on the Common
        Stock payable in shares of Common Stock, or effect a subdivision or combination
        or consolidation of the outstanding Common Stock (by reclassification or
        otherwise than by payment of a dividend in shares of Common Stock) into a
        greater or lesser number of shares of Common Stock, then in each such case
        the
        aggregate amount to which holders of Series A Preferred Shares were
        entitled immediately prior to such event under the proviso in clause (1) of
        the preceding sentence shall be adjusted by multiplying such amount by a
        fraction, the numerator of which is the number of Common Shares outstanding
        immediately after such event and the denominator of which is the number of
        Common Shares that were outstanding immediately prior to such
        event.
 (G)  Consolidation,
        Merger, etc .
        In case
        the Corporation shall enter into any consolidation, merger, combination or
        other
        transaction in which the shares of the Corporation’s Common Stock are exchanged
        for or changed into other stock or securities, cash and/or any other property,
        then in any such case each share of Series A Preferred Shares shall at the
        same time be similarly exchanged for or changed into an amount per share,
        subject to the provision for adjustment hereinafter set forth, equal to 100
        times the aggregate amount of stock, securities, cash and/or any other property
        (payable in kind), as the case may be, for which or into which each share
        of
        Common Stock is exchange or changed. In the event the Corporation shall at
        any
        time declare or pay any dividend on the Common Stock payable in shares of
        Common
        Stock, or effect a subdivision or combination or consolidation of the
        outstanding Common Stock (by reclassification or otherwise than by payment
        of a
        dividend in shares of Common Stock into a greater or lesser number of shares
        of
        Common Stock), then in each such case the amount set forth in the preceding
        sentence with respect to the exchange or change of Series A Preferred
        Shares shall be adjusted by multiplying such amount by a fraction, the numerator
        of which is the number of Common Shares outstanding immediately after such
        event
        and the denominator of which is the number of Common Shares that were
        outstanding immediately prior to such event.
 (H)  No
        Redemption .
        The
        Series A Preferred Shares shall not be redeemable.
 (I)  Amendment .
        The
        Restated Certificate of Incorporation of the Corporation shall not be amended
        in
        any manner which would materially alter or change the powers, preferences
        or
        special rights of the Series A Preferred Shares so as to affect them
        adversely without the affirmative vote of the holders of at least two-thirds
        of
        the outstanding Series A Preferred Shares, voting together as a single
        class.
 10.  The
        designations, preferences, privileges and voting powers of the shares of
        Common
        Stock and Class B Stock and the restrictions or qualifications thereof
        shall be as follows:
 (A)  Dividends
        on Common Stock and Class B Stock .
 Subject
        to the restrictions contained in Paragraph 7(D), and to the provisions
        respecting the prior payment or declaration and setting apart for payment
        of
        dividends on the 4% Cumulative Preferred Stock, the Board of Directors in
        its
        discretion may declare and pay, equally per share, dividends on the Common
        Stock
        and Class B Stock out of the assets and/or net profits of the Corporation
        available for dividends, to the exclusion of the 4% Cumulative Preferred
        Stock.
        No dividend, distribution, split-up, combination, reclassification or other
        change shall be paid or made with respect to shares of Common Stock without
        the
        same action being taken with respect to shares of Class B
        Stock.
 (B)  Purchases
        of Common Stock and Class B Stock .
 Subject
        to the restrictions contained in Paragraph 7(D), and to the provisions
        respecting the prior payment or declaration and setting apart for payment
        of the
        dividends on the 4% Cumulative Preferred Stock and on any Class A Preferred
        Stock, the Corporation may at any time purchase shares of its Common Stock
        or
        shares of its Class B Stock in any manner now or hereafter permitted by
        law.
 (C)  Distribution
        of Assets to Common Stock and Class B Stock .
 In
        the
        event that the Corporation is liquidated, dissolved or wound up, after there
        shall have been paid to or set apart for the holders of 4% Cumulative Preferred
        Stock and the holders of any Class A Preferred Stock the full preferential
        amounts to which they are respectively entitled, the holders of the Common
        Stock
        and Class B Stock shall be entitled to receive, equally per share, and to
        the
        exclusion of the 4% Cumulative Preferred Stock and the Class A Preferred
        Stock, the remaining assets of the Corporation available for distribution
        to its
        shareholders.
 (D)  Voting
        Power of Common Stock and Class B Stock .
 Subject
        to the provisions of Paragraphs 7(B) and (C), and any provisions for voting
        by holders of Class A Preferred Stock, the holders of the Common Stock and
        of the Class B Stock (voting together as a single class) shall possess full
        and exclusive voting power for the election of directors and for all other
        purposes, each share of Common Stock and each share of Class B Stock having
        one vote.
 (E)  Preemptive
        Rights .
 The
        holders of Common Stock and the holders of Class B Stock, as such, shall
        have no preemptive rights to subscribe to or purchase or otherwise acquire
        any
        shares of stock of the Corporation of any series or class, or any rights,
        options or securities of any kind.
 11.  The
        Secretary of State is designated the agent of the Corporation upon whom process
        against the Corporation may be served. The Post Office address to which the
        Secretary of State shall mail a copy of any process against the Corporation
        so
        served upon him is Bausch & Lomb Incorporated, One Bausch & Lomb Place,
        Rochester, New York 14604.
 12.  (A) Except
        as
        expressly permitted in subparagraph 12(B), any purchase by the Corporation
        of shares of Voting Stock (as hereinafter defined) from a 5% Shareholder
        (as
        hereinafter defined) at a per share price in excess of the Market Price (as
        hereinafter defined) at the time of such purchase of the shares so purchased
        shall require the affirmative vote of the holders of that amount of the voting
        power of the Voting Stock equal to the sum of (i) the voting power of the
        shares of Voting Stock of which the 5% Shareholder is the beneficial owner
        (as
        hereinafter defined) and (ii) a majority of the voting power of the
        remaining outstanding shares of Voting Stock, voting together as a single
        class.
 (B)  The
        provisions of subparagraph 12(A) shall not be applicable to any purchase of
        shares of Voting Stock (i) pursuant to an offer, made available on the same
        terms to the holders of all of the outstanding shares of the same class of
        Voting Stock as those so purchased or (ii) in the open market and not as a
        result of a privately-negotiated transaction.
 13.  In
        addition to any affirmative vote required by law, this Certificate of
        Incorporation or the Corporation’s By-Laws,
 (A)  any
        merger or consolidation of the Corporation or any Subsidiary (as hereinafter
        defined) with (i) any 5% Shareholder or (ii) any other corporation
        (whether or not itself a 5% Shareholder) which is, or after such merger or
        consolidation would be, an Affiliate (as hereinafter defined) of a 5%
        Shareholder; or
 (B)  any
        sale,
        lease, exchange, mortgage, pledge, transfer or other disposition (in one
        transaction or a series of transactions) to or with any 5% Shareholder or
        any
        Affiliate of any 5% Shareholder of any assets of the Corporation or any
        Subsidiary having an aggregate Fair Market Value (as hereinafter defined)
        of
        $10,000,000 or more; or
 (C)  the
        issuance or transfer by the Corporation or any Subsidiary (in one transaction
        or
        a series of transactions) of any securities of the Corporation or any Subsidiary
        having an aggregate Fair Market Value of $10,000,000 or more to any 5%
        Shareholder or any Affiliate of any 5% Shareholder in exchange for cash,
        securities or other property (or a combination thereof); or
 (D)  the
        adoption of any plan or proposal for the liquidation or dissolution of the
        Corporation proposed by or on behalf of a 5% Shareholder or any Affiliate
        of any
        5% Shareholder; or
 (E)  any
        reclassification of securities (including any reverse stock split), or
        recapitalization of the Corporation, or any merger or consolidation of the
        Corporation with any of its Subsidiaries or any other transaction (whether
        or
        not with or into or otherwise involving a 5% Shareholder) which has the effect,
        directly or indirectly, of increasing the proportionate share of the outstanding
        shares of any class of equity or convertible securities of the Corporation
        or
        any Subsidiary which is directly or indirectly owned by any 5% Shareholder
        or
        any Affiliate of any 5% Shareholder; shall require the affirmative vote of the
        holders of that amount of the voting power of the Voting Stock equal to the
        sum
        of (i) the voting power of the shares of Voting Stock of which the 5%
        Shareholder is the beneficial owner and (ii) a majority of the voting power
        of the remaining outstanding shares of Voting Stock, voting together as a
        single
        class; provided, however, that no such vote shall be required (a) if the
        Business Combination (as hereinafter defined) has been approved by the Board
        of
        Directors prior to the time the 5% Shareholder became a 5% Shareholder or
        (b) for the purchase by the Corporation of shares of Voting Stock from a 5%
        Shareholder unless such vote is required by Paragraph 12A.
 14.  (A) For
        the
        purposes of Paragraphs 12 through 14:
 (i)  A
        “person” shall mean any individual, firm, corporation or other
        entity.
 (ii)  “Voting
        Stock” shall mean the outstanding shares of capital stock of the Corporation
        entitled to vote generally in the election of directors.
 (iii)  “5%
        Shareholder” shall mean any person (other than the Corporation or any
        Subsidiary) who or which:
 (a)  is
        the
        beneficial owner, directly or indirectly, of more than five percent of the
        voting power of the outstanding Voting Stock; or
 (b)  is
        an
        Affiliate of the Corporation and at any time within the two-year period
        immediately prior to the date in question was the beneficial owner, directly
        or
        indirectly, of more than five percent of the voting power of the then
        outstanding Voting Stock; or
 (c)  is
        an
        assignee of or has otherwise succeeded to any shares of Voting Stock which
        were
        at any time within the two-year period immediately prior to the date in question
        beneficially owned by any 5% Shareholder, if such assignment or succession
        shall
        have occurred in the course of a transaction or series of transactions not
        involving a public offering within the meaning of the Securities Act of
        1933.
 (iv)  A
        person
        shall be a “beneficial owner” of any Voting Stock:
 (a)  which
        such person or any of its Affiliates or Associates (as hereinafter defined)
        beneficially owns, directly or indirectly; or
 (b)  which
        such person or any of its Affiliates or Associates has (1) the right to
        acquire (whether such right is exercisable immediately or only after the
        passage
        of time), pursuant to any agreement, arrangement or understanding or upon
        the
        exercise of conversion rights, exchange rights, warrants or options, or
        otherwise, or (2) the right to vote pursuant to any agreement, arrangement
        or understanding; or
 (c)  which
        are
        beneficially owned, directly or indirectly, by any other person with which
        such
        person or any of its Affiliates or Associates has any agreement, arrangement
        or
        understanding for the purpose of acquiring, holding, voting or disposing
        of any
        shares of Voting Stock.
 (v)  For
        the
        purposes of determining whether a person is a 5% Shareholder pursuant to
        subparagraph (iii) of this subparagraph 14(A), the number of shares of
        Voting Stock deemed to be outstanding shall include shares deemed owned through
        application of subparagraph (iv) of this Subparagraph 14(A), but shall
        not include any other shares of Voting Stock which may be issuable pursuant
        to
        any agreement, arrangement or understanding, or upon exercise of conversion
        rights, warrants or options, or otherwise.
 (vi)  “Affiliate”
        or “Associate” shall have the respective meanings ascribed to such terms in
        Rule 12b-2 of the General Rules and Regulations under the Securities
        Exchange Act of 1934, as in effect on April 25, 1985.
 (vii)  “Subsidiary”
        means any corporation of which a majority of any class of equity security
        is
        owned, directly or indirectly, by the Corporation; provided, however, that
        for
        the purposes of the definitions of a 5% Shareholder set forth in
        paragraph (iii) of this Paragraph 14 the term “Subsidiary” shall mean
        only a corporation of which a majority of the voting power of the capital
        stock
        entitled to vote generally in the election of directors is owned, directly
        or
        indirectly, by the Corporation.
 (viii)  “Market
        Price” means the last closing sale price immediately preceding the time in
        question of a share of the stock in question on the Composite Tape for New
        York
        Stock Exchange - Listed Stocks, or, if such stock is not quoted on the Composite
        Tape, on the New York Stock Exchange, or, if such stock is not listed on
        such
        Exchange, on the principal United States securities exchange registered under
        the Securities Exchange Act of 1934 on which such stock is listed, or, if
        such
        stock is not listed on any such exchange, the last closing bid quotation
        with
        respect to a share of such stock immediately preceding the time in question
        on
        the National Association of Securities Dealers, Inc. Automated Quotations
        System
        or any system then in use (or any other system of reporting or ascertaining
        quotations then available), or if such stock is not so quoted, the fair market
        value at the time in question of a share of such stock as determined by a
        majority of the entire Board in good faith.
 (ix)  “Fair
        Market Value” means: (a) in the case of stock, the Market Price, and
        (b) in the case of property other than cash or stock, the fair market value
        of such property on the date in question as determined by the Board in good
        faith.
 (x)  “Business
        Combination” means any transaction specified in subparagraphs (A) through
        (E) of Paragraph 13 hereof.
 (B)  The
        Board
        of Directors of the Corporation shall have the power and duty to determine
        for
        the purposes of Paragraphs 12 through 14, on the basis of information known
        to them after reasonable inquiry, (i) whether a person is a 5% Shareholder,
        (ii) the number of shares of Voting Stock beneficially owned by any person,
        (iii) whether a person is an Affiliate or an Associate of another person
        and (iv) whether a transaction or a series of transactions constitutes a
        Business Combination. The good faith determination of the Board of Directors
        shall be conclusive and binding for all purposes of Paragraphs 12 through
        14.
 (C)  Notwithstanding
        any other provisions of this Certificate of Incorporation or the By-Laws
        of the
        Corporation (and notwithstanding the fact that a lesser percentage may be
        specified by law, this Certificate of Incorporation or the By-Laws of the
        Corporation), the affirmative vote of the holders of at least eighty percent
        of
        the voting power of the outstanding Voting Stock, voting together as a single
        class, shall be required to amend or repeal, or adopt any provisions
        inconsistent with, Paragraphs 12 through 14 hereof.
 15.  (A) A
        director of the Corporation shall not be liable to the Corporation or its
        shareholders for damages for breach of duty as a director, except to the
        extent
        such exemption from liability is not permitted under the Business Corporation
        Law as the same exists or may hereafter be amended.
 (B)  Any
        repeal or modification of the foregoing paragraph (A) by the shareholders
        of the Corporation shall not adversely affect any right or protection of
        a
        director of the Corporation existing hereunder with respect to any act or
        omission occurring prior to, or at the time of, such repeal or
        modification.
 16.  This
        Restated Certificate of Incorporation was authorized by the unanimous written
        consent of the Company’s Board of Directors.
 IN
        WITNESS WHEREOF, we have made and subscribed this certificate this 21st day
        of
        September, 2005.
 
 /s/
        Robert B. Stiles
 Robert
        B.
        Stiles
 Senior
        Vice President, and General Counsel
  /s/
        Jean F. Geisel
 Jean
        F.
        Geisel
 Secretary