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                                                                     EXHIBIT 3.1


                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              WOLVERINE TUBE, INC.

     FIRST. The name of the corporation is Wolverine Tube, Inc. (the
"Corporation").

     SECOND. The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of the Corporation's registered agent at such address
is The Corporation Trust Company.

     THIRD. 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. Section 1. Authorized Capital Stock. The Corporation is authorized
to issue two classes of capital stock, designated Common Stock and Preferred
Stock. The total number of shares of capital stock that the Corporation is
authorized to issue is 40,500,000 shares, consisting of 40,000,000 shares of
Common Stock, par value $0.01 per share, and 500,000 shares of Preferred Stock,
par value $1.00 per share.

     Section 2. Preferred Stock. The Preferred Stock may be issued in one or
more series. The Board of Directors of the Corporation (the "Board") is hereby
authorized to issue the shares of Preferred Stock in such series and to fix from
time to time before issuance the number of shares to be included in any such
series and the designation, relative powers, preferences, and rights and
qualifications, limitations, or restrictions of all shares of such series. The
authority of the Board with respect to each such series will include, without
limiting the generality of the foregoing, the determination of any or all of the
following:

          (i)    the number of shares of any series and the designation to
     distinguish the shares of such series from the shares of all other series;

          (ii)   the voting powers, if any, and whether such voting powers are
     full or limited in such series;

          (iii)  the redemption provisions, if any, applicable to such series,
     including the redemption price or prices to be paid;

          (iv)   whether dividends, if any, will be cumulative or noncumulative,
     the dividend rate of such series, and the dates and preferences of
     dividends on such series;

          (v)    the rights of such series upon the voluntary or involuntary
     dissolution of, or upon any distribution of the assets of, the Corporation;

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          (vi)   the provisions, if any, pursuant to which the shares of such
     series are convertible into, or exchangeable for, shares of any other class
     or classes or of any other series of the same or any other class or classes
     of stock, or any other security, of the Corporation or any other
     corporation or other entity, and the price or prices or the rates of
     exchange applicable thereto;

          (vii)  the right, if any, to subscribe for or to purchase any
     securities of the Corporation or any other corporation or other entity;

          (viii) the provisions, if any, of a sinking fund applicable to such
     series; and

          (ix)   any other relative, participating, optional, or other special
     powers, preferences, rights, qualifications, limitations, or restrictions
     thereof;

all as may be determined from time to time by the Board and stated in the
resolution or resolutions providing for the issuance of such Preferred Stock
(collectively, a "Preferred Stock Designation").

     Section 3. Common Stock. Except as may otherwise be provided in a Preferred
Stock Designation or in Section 4 of Article Fourth of this Restated Certificate
of Incorporation, the holders of Common Stock will be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders for each share of
Common Stock held of record by such holder as of the record date for such
meeting.

     Section 4. Cumulative Compounding Redeemable Preferred Stock. There is
hereby established a series of Cumulative Compounding Redeemable Preferred
Stock, par value $1.00 per share (hereinafter referred to as the "Cumulative
Preferred Stock"), consisting of 20,000 shares of Cumulative Preferred Stock.
The Cumulative Preferred Stock shall have the following rights, powers,
preferences and privileges:

          (a) Dividends. Shares of Cumulative Preferred Stock shall be prior and
     in preference to any declaration or payment of any dividend (including
     accrued dividends) on any other stock of the Corporation expressly ranking
     junior (including Common Stock) in respect of payment of dividends to the
     Cumulative Preferred Stock. The holders of shares of Cumulative Preferred
     Stock shall be entitled to receive, as and when declared by the Board of
     the Corporation and out of the assets of the Corporation legally available
     therefor, cumulative preferential dividends at the rate of $14.00 per share
     per annum, payable quarterly on March 15, June 15, September 15, and
     December 15 in each year, commencing on that dividend payment date which
     next follows the issuance of such shares. Dividends shall commence to
     accrue (whether or not declared) and shall be cumulative on the Cumulative
     Preferred Stock from and after the date of issuance of the respective
     shares of Cumulative Preferred Stock, and shall compound quarterly, to the
     extent they are unpaid, at the rate of 14% per annum, computed on the basis
     of a 360-day year of twelve 30-day months. So long as any share of
     Cumulative Preferred Stock shall


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     remain outstanding, no dividend whatsoever shall be declared or paid upon
     or set apart for any class of stock or series thereof ranking junior to the
     Cumulative Preferred Stock in payment of dividends nor shall any shares of
     any class of stock or series thereof ranking junior to or on a parity with
     the Cumulative Preferred Stock in payment of dividends be redeemed or
     purchased by the Corporation or any subsidiary thereof nor shall any moneys
     be paid to or made available for a sinking fund for redemption or purchase
     of any shares of any class of stock or series thereof ranking junior to or
     on a parity with the Cumulative Preferred Stock in payment of dividends,
     unless, in each such instance, full dividends on all outstanding shares of
     Cumulative Preferred Stock for all past dividend periods shall have been
     paid at the rate fixed therefor, the dividends on all outstanding shares of
     Cumulative Preferred Stock for the then current quarterly dividend period
     shall have been paid or declared and sufficient funds (or shares of
     Cumulative Preferred Stock) set aside for payment thereof and all
     redemption payments with respect to the Cumulative Preferred Stock which
     the Corporation shall have become obligated to make shall have been made.
     Notwithstanding the immediately preceding sentence, the Corporation shall
     be permitted to purchase or acquire shares of capital stock of the
     Corporation held by officers or other employees of the Corporation or any
     subsidiary of which the Corporation owns 50% or more of the outstanding
     voting securities, upon termination of employment of such officer or
     employee.

          No dividend shall be paid upon or declared or set apart for any share
     of Cumulative Preferred Stock for any dividend period unless at the same
     time (i) like proportionate dividend for the same dividend period shall be
     paid upon or declared or set apart for all shares of Cumulative Preferred
     Stock then outstanding and entitled to receive such dividend and (ii) there
     shall have been paid upon or declared or set aside for all shares of any
     other class of stock or series thereof, if any, then outstanding and
     ranking on a parity with the Cumulative Preferred Stock in payment of
     dividends, for the same dividend period of the Cumulative Preferred Stock,
     dividends ratably in proportion to the respective dividend rates fixed for
     the Cumulative Preferred Stock and said parity stock. No dividend shall be
     paid upon or declared or set apart for any shares of any other class of
     stock or series hereof, if any, then outstanding and ranking on a parity
     with Cumulative Preferred Stock in payment of dividends for any dividend
     period, unless there shall have been paid upon or declared or set apart for
     all shares then outstanding of Cumulative Preferred Stock, for the same
     dividend period, dividends ratably in proportion to the respective dividend
     rates fixed for the Cumulative Preferred Stock and said parity stock.

          (b) Liquidation Preference. In the event of any liquidation,
     dissolution or winding up of the Corporation, whether voluntary or
     involuntary:

              (i)   before any other distribution or payment is made to the
          holder of any other shares of stock of the Corporation expressly
          ranking junior (including Common Stock) in respect of payment of
          dividends to holders of the Cumulative Preferred Stock, the holder of
          a share of Cumulative Preferred Stock shall be entitled to receive,
          out of the assets of the Corporation legally available therefor, an
          amount in cash equal to all dividends accrued and unpaid on such share
          of


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          Cumulative Preferred Stock to the date of payment. No accrued and
          unpaid dividends shall be paid upon or declared or set apart for any
          share of Cumulative Preferred Stock unless at the same time (A) a like
          proportionate amount shall be paid upon or declared or set apart for
          all shares of Cumulative Preferred Stock then outstanding and entitled
          to receive such accrued and unpaid dividends and (B) there shall have
          been paid upon or declared or set aside for all shares of any other
          class of stock or series thereof, if any, then outstanding and ranking
          on a parity with the Cumulative Preferred Stock in payment of
          dividends, all accrued and unpaid dividends on such shares to the date
          of payment, ratably in proportion to the respective dividend rates
          fixed for the Cumulative Preferred Stock and said parity stock. No
          accrued and unpaid dividends shall be paid upon or declared or set
          apart for any shares of any other class of stock or series thereof, if
          any, then outstanding and ranking on a parity with Cumulative
          Preferred Stock in payment of dividends, unless there shall have been
          paid upon or declared or set apart for all shares then outstanding of
          Cumulative Preferred Stock, all accrued and unpaid dividends on such
          shares to the date of payment, ratably in proportion to the respective
          dividend rates fixed for the Cumulative Preferred Stock and said
          parity stock; and

              (ii)  after the payments provided for in clause (i) above, the
          holders of shares of Cumulative Preferred Stock shall be entitled to
          receive, out of the assets of the Corporation legally available
          therefor, a liquidation payment in cash of One Hundred Dollars ($100)
          per share, before any distribution or payment shall be made to the
          holders of shares of any other class of stock or series thereof
          ranking junior (including Common Stock) to the Cumulative Preferred
          Stock in distribution of assets (other than such classes as may be
          junior in respect of dividends only). No distribution pursuant to this
          Section 4 shall be made to the holders of Cumulative Preferred Stock
          unless at the same time a like proportionate distribution shall be
          made, ratably in proportion to the respective amounts (other than
          accrued and unpaid dividends) payable upon liquidation, dissolution or
          winding up of the affairs of the Corporation, to the holders of shares
          of any other class of stock or series thereof, if any, then
          outstanding and ranking on a parity with the Cumulative Preferred
          Stock in right of payment upon liquidation, dissolution or winding up.
          No payment on account of such liquidation, dissolution or winding up
          of the affairs of the Corporation shall be made to the holders of
          shares of any other class of stock or series thereof, if any, then
          outstanding and ranking on a parity with the Cumulative Preferred
          Stock in right of payment upon liquidation, dissolution or winding up,
          unless a payment on account of such liquidation, dissolution or
          winding up shall be made at the same time to holders of Cumulative
          Preferred Stock ratably in proportion to the full distributive amount
          (other than accrued and unpaid dividends) to which such holders and
          the holders of such parity stock are respectively entitled.

          (c) Notice. Written notice of any voluntary or involuntary
     liquidation, dissolution or winding up of the affairs of the Corporation,
     stating the payment date and


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     the place where the distributable amounts shall be payable, shall be given
     by first class mail, postage prepaid, not less than 30 days prior to the
     payment date stated therein, to the holders of record of Cumulative
     Preferred Stock at their respective addresses as the same shall appear on
     the books of the Corporation.

          (d) No Redemption Limitation. Nothing herein contained shall be deemed
     to prevent redemption of the Cumulative Preferred Stock by the Corporation
     in the manner provided in Section 4(f) hereof.

          (e) Merger, Consolidation, Etc. Neither the merger or consolidation of
     the Corporation into or with any other corporation, nor the merger or
     consolidation of any other corporation into or with the Corporation, nor a
     sale, transfer or lease of all or any part of the assets of the
     Corporation, shall, without further corporate action, be deemed to be a
     liquidation, dissolution or winding up of the affairs of the Corporation
     within the meaning of this Section 4.

          (f) Redemption.

              (i)   Optional Redemption. From and after March 1, 1993, all or
          any portion of the outstanding shares of Cumulative Preferred Stock
          are subject to redemption at the Corporation's option for a price in
          cash equal to the Applicable Percentage multiplied by $100, together
          in any case with accrued and unpaid dividends to the date of
          redemption. For purposes of the foregoing sentence, the "Applicable
          Percentage" shall be 105% for redemptions made in 1993, 102.5% for
          redemptions made in 1994, and 100% for redemptions made in 1995 and
          thereafter.

              (ii)  Mandatory Redemption. The Corporation shall redeem any and
          all outstanding shares of Cumulative Preferred Stock on March 1, 2002
          for a price in cash equal to $100 per share, plus accrued and unpaid
          dividends thereon, if any. If the Corporation shall fail to redeem
          shares of Cumulative Preferred Stock on the date set forth above, no
          dividend whatsoever shall be declared or paid upon or set apart and no
          asset shall be distributed for any class of stock or series thereof
          ranking junior to or on a parity with the Cumulative Preferred Stock
          in the payment of dividends nor shall any shares of any class of stock
          or series thereof ranking junior to or on a parity with the Cumulative
          Preferred Stock in payment of dividends be redeemed or purchased by
          the Corporation or any subsidiary thereof until such time as the
          Corporation shall have redeemed the outstanding shares of Cumulative
          Preferred Stock.

              (iii) Redemption Procedure. If the Corporation shall determine to
          redeem less than all shares of Cumulative Preferred Stock then
          outstanding pursuant to subsection (i) of this Section 4(f), the
          shares to be redeemed shall be selected pro rata (as nearly as may be)
          so that the number of shares redeemed from each holder shall be the
          same proportion of all the shares to be redeemed that the total number


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          of shares then held by such holder bears to the total number of shares
          then outstanding.

              Notice of every redemption shall be mailed, first class postage
          prepaid, not less than 30 nor more than 60 days prior to the date
          fixed for redemption (the "Redemption Date"). Each such notice shall
          state the Redemption Date, the number of shares of Cumulative
          Preferred Stock to be redeemed (and, if less than all shares of
          Cumulative Preferred Stock held by such holder are to be redeemed, the
          number of such shares to be redeemed from such holder), the redemption
          price applicable to the shares to be redeemed, the place or places
          where such shares are to be surrendered, and that dividends on shares
          to be redeemed will cease to accrue on the Redemption Date.

              Notice having been mailed as aforesaid, from and after the time of
          redemption (unless the Corporation defaults in providing money for the
          payment of the redemption price) dividends on shares of Cumulative
          Preferred Stock called for redemption shall cease to accrue, said
          shares shall no longer be deemed to be outstanding, all rights of
          holders thereof as shareholders of the Corporation (except the right
          to receive the redemption price thereof, but without interest) shall
          terminate, and, upon surrender, in accordance with said notice, of the
          certificates for any such shares (properly endorsed or assigned for
          transfer, if the Board of the Corporation shall so require), such
          shares shall be redeemed by the Corporation at the applicable
          redemption price; provided, however, that the Corporation may include
          in such notice a statement that the money required for the payment of
          the redemption price will be deposited on a specified date, prior to
          the Redemption Date, with a specified bank or trust company (which
          shall have an office in the City of New York and which shall have a
          combined capital and surplus of not less than $250,000,000.00) in
          trust for the benefit of holders of shares called for redemption, and,
          notice having been given, from and after such deposit, shares called
          for redemption shall no longer be deemed to be outstanding and all
          rights with respect to shares of Cumulative Preferred Stock shall
          forthwith upon such deposit cease and terminate. Holders of shares of
          Cumulative Preferred Stock called for redemption shall not be entitled
          to any interest paid by such depositary on money deposited to effect
          the redemption but any such interest shall be paid to the Corporation.
          Any money deposited as aforesaid for redemption of any shares of
          Cumulative Preferred Stock and remaining unclaimed for five years
          after the date of such deposit shall then be repaid to the Corporation
          upon its request, and the holders of such shares shall thereafter look
          only to the Corporation for payment of the redemption price thereof,
          but without interest.

              Any provision of this Section 4 to the contrary notwithstanding,
          in the event that any quarterly dividend due on the Cumulative
          Preferred Stock shall be in default, and until all such defaults shall
          have been cured, the Corporation shall not redeem any shares of
          Cumulative Preferred Stock pursuant to subsection (i) of this Section
          4(f) unless all outstanding shares of Cumulative Preferred Stock are


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          simultaneously redeemed and shall not otherwise redeem, purchase or
          otherwise acquire any shares of Cumulative Preferred Stock except in
          accordance with a purchase offer made by the Corporation on the same
          terms to all holders of record of Cumulative Preferred Stock.

              (g) Voting Rights. (i) If any six consecutive quarterly dividends
          payable on the Cumulative Preferred Stock shall not have been paid
          when payable, the number of directors constituting the entire Board of
          the Corporation shall be increased by the minimum amount necessary,
          rounded up to the next whole number (the "Director Increase Number"),
          such that following such increase, the Director Increase Number shall
          be not less than 20% of the number of directors constituting the
          entire Board, and the holders of the Cumulative Preferred Stock,
          voting as a separate class, shall be entitled to elect that number of
          directors equal to the Director Increase Number to fill such newly
          created directorships; provided, however, that when all arrears in
          dividends on the Cumulative Preferred Stock then outstanding shall
          have been paid and dividends thereon for the current quarterly period
          shall have been paid or declared and a sum sufficient for the payment
          thereof set aside, then (1) the right of holders of Cumulative
          Preferred Stock to participate in the election of directors pursuant
          to this subsection (i) shall cease, but subject always to the same
          provisions for vesting of such voting rights in the case of any
          similar future arrearages in dividends; (2) the term of any director
          then in office elected by holders of Cumulative Preferred Stock as a
          class pursuant to this subsection (i) shall terminate; and (3) the
          number of directors constituting the entire Board of the Corporation
          shall be reduced by the Director Increase Number.

              Whenever such voting rights set forth in this subsection (i) shall
          have vested, such rights may be exercised at any annual or special
          stockholders' meeting, or at a special meeting of holders of
          Cumulative Preferred Stock called as herein provided, or by written
          consent of the holders of a majority of the then outstanding shares of
          Cumulative Preferred Stock. A special meeting for the exercise of such
          rights shall be called by the Secretary of the Corporation within ten
          days after receipt of a written request therefor, signed by the
          holders of record of at least ten percent of the votes of the then
          outstanding shares of Cumulative Preferred Stock. Such meeting shall
          be held at the earliest practicable date thereafter.

              Any director who shall have been elected by holders of Cumulative
          Preferred Stock as a class pursuant to this subsection (i) shall hold
          office for a term expiring (subject to the earlier termination of the
          default in dividends) at the next annual meeting of stockholders, and
          during such term may be removed at any time, either for or without
          cause, only by the affirmative votes of holders of record of a
          majority of the votes of the then outstanding shares of Cumulative
          Preferred Stock given at a special meeting of such stockholders called
          for the purpose or by written consent of the holders of a majority of
          the then outstanding shares of


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          Cumulative Preferred Stock. Any vacancy created by such removal may
          also be filled at such meeting or by such written consent. A meeting
          for the removal of a director elected by holders of the Cumulative
          Preferred Stock as a class pursuant to this subsection (i) and the
          filling of the vacancy created thereby shall be called by the
          Secretary of the Corporation within ten days after receipt of a
          written request therefor, signed by the holders of not less than ten
          percent of the votes of the then outstanding shares of Cumulative
          Preferred Stock. Such meeting shall be held at the earliest
          Practicable date thereafter.

              If any meeting of the holders of Cumulative Preferred Stock
          required by this subsection (i) to be called shall not have been
          called within ten days after personal service of a written request
          therefor upon the Secretary of the Corporation or within 15 days after
          mailing the same within the United States of America by registered
          mail addressed to the Secretary of the Corporation at its principal
          office, then holders of record of at least ten percent of the votes of
          the then outstanding shares of Cumulative Preferred Stock may
          designate in writing one of their number to call such a meeting at the
          expense of the Corporation and such meeting may be called by such
          person so designated upon the notice required for annual meetings of
          stockholders. Any holder of Cumulative Preferred Stock so designated
          shall have access to the stock books of the Corporation for the
          purpose of causing such meetings of stockholders to be called pursuant
          to these provisions.

              Any meeting of holders of Cumulative Preferred Stock to vote as a
          class for the election or removal of directors pursuant to this
          subsection (i) shall be held at the place for the holding of the
          annual meeting of stockholders of the Corporation. At such meeting,
          the presence in person or by proxy of holders of a majority of the
          votes of the then outstanding shares of Cumulative Preferred Stock
          shall be required to constitute a quorum; in the absence of a quorum,
          a majority of the holders present in person or by proxy shall have
          power to adjourn the meeting from time to time without notice, other
          than announcement at the meeting, until a quorum shall be present.

              (ii)  So long as any shares of Cumulative Preferred Stock are
          outstanding, the Corporation shall not, in any manner, whether by
          amendment to this Restated Certificate of Incorporation or the By-laws
          of the Corporation, by merger (whether or not the Corporation is a
          surviving corporation in such merger), by consolidation, or otherwise:

                    (A) without the affirmative votes of the holders of record
              of at least two-thirds of the votes of the then outstanding shares
              of Cumulative Preferred Stock given at a special meeting of such
              stockholders called for the purpose or by the written consent of
              the holders of two-thirds of the then outstanding shares of
              Cumulative Preferred Stock, with the Cumulative Preferred Stock in
              either case voting (or consenting)


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              separately as a class, (1) amend, alter or repeal any of the
              provisions of the Corporation's Certificate of Incorporation, so
              as to affect adversely the powers, preferences or special rights
              of the Cumulative Preferred Stock; or (2) authorize or increase
              the authorized amount of, or authorize any obligation or security
              convertible into or evidencing the right to purchase shares of,
              any additional class or series of stock ranking prior to the
              Cumulative Preferred Stock in the payment of dividends or the
              preferential distribution of assets;

                    (B) without the affirmative votes of holders of record of at
              least a majority of the votes of the then outstanding shares of
              Cumulative Preferred Stock given at a special meeting of such
              stockholders called for the purpose or by the written consent of
              the holders of a majority of the then outstanding shares of
              Cumulative Preferred Stock, with the Cumulative Preferred Stock in
              either case voting (or consenting) separately as a class, (1)
              increase the number of shares of Cumulative Preferred Stock
              authorized by the provisions of Article Fourth of this Restated
              Certificate of Incorporation; or (2) authorize or increase the
              authorized amount of, or authorize any obligation or security
              convertible into or evidencing the right to purchase shares of, an
              additional class of stock ranking on a parity with the Cumulative
              Preferred Stock in the payment of dividends or the preferential
              distribution of assets.

              (iii) Except as otherwise provided in this Section 4 and except as
          otherwise required by law, the Cumulative Preferred Stock shall have
          no voting rights.

     FIFTH. The Board may make, amend, and repeal the By-laws of the
Corporation. Any By-law made by the Board under the powers conferred hereby may
be amended or repealed by the Board (except as specified in any such By-law so
made or amended) or by the stockholders in the manner provided in the By-laws of
the Corporation. Notwithstanding the foregoing and anything contained in this
Restated Certificate of Incorporation to the contrary, By-laws 1, 3, 8, 10, 11,
12, 13, 33, and 39 as in effect in the By-laws of the Corporation on August 2,
1993 may not be amended or repealed by the stockholders, and no provision
inconsistent therewith may be adopted by the stockholders, without the
affirmative vote of the holders of at least 66 2/3% of the Voting Stock, voting
together as a single class. For the purposes of this Restated Certificate of
Incorporation, "Voting Stock" means stock of the Corporation of any class or
series entitled to vote generally in the election of Directors. Notwithstanding
anything contained in this Restated Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 66 2/3% of the Voting
Stock, voting together as a single class, is required to amend or repeal, or to
adopt any provision inconsistent with, this Article Fifth.

     SIXTH. Subject to the rights of the holders of any series of Preferred
Stock:


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              (a) any action required or permitted to be taken by the
          stockholders of the Corporation must be effected at a duly called
          annual or special meeting of stockholders of the Corporation and may
          not be effected by any consent in writing of such stockholders; and

              (b) special meetings of stockholders of the Corporation may be
          called only by (i) the Chairman of the Board (the "Chairman"), (ii)
          the secretary of the Corporation (the "Secretary") within 10 calendar
          days after receipt of the written request of a majority of the total
          number of Directors then in office (the "Whole Board"), and (iii) as
          provided in By-law 3.

     At any annual meeting or special meeting of stockholders of the
Corporation, only such business will be conducted or considered as has been
brought before such meeting in the manner provided in the By-laws of the
Corporation. Notwithstanding anything contained in this Restated Certificate of
Incorporation to the contrary, the affirmative vote of at least 66 2/3% of the
Voting Stock, voting together as a single class, is required to amend or repeal,
or to adopt any provision inconsistent with, this Article Sixth.

     SEVENTH. Section 1. Number, Election, and Terms of Directors. Subject to
the rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors, the number of the Directors of the Corporation will not be
less than 6 nor more than 15 and will be fixed from time to time in the manner
described in the By-laws of the Corporation. The Directors, other than those who
may be elected by the holders of any series of Preferred Stock, will be
classified with respect to the time for which they severally hold office into
three classes, as nearly equal in number as possible, designated Class I, Class
II, and Class III. At any meeting of stockholders at which Directors are to be
elected, the number of Directors elected may not exceed the greatest number of
Directors then in office in either class of Directors not standing for election
at such meeting. The Directors first appointed to Class I will hold office for a
term expiring at the annual meeting of stockholders to be held in 1994; the
Directors first appointed to Class II will hold office for a term expiring at
the annual meeting of stockholders to be held in 1995; and the Directors first
appointed to Class III will hold office for a term expiring at the annual
meeting of stockholders to be held in 1996, with the members of each class to
hold office until their successors are elected and qualified. At each succeeding
annual meeting of the stockholders of the Corporation, the successors of the
class of Directors whose terms expire at that meeting will be elected by
plurality vote of all votes cast at such meeting to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors, Directors may be
elected by the stockholders only at an annual meeting of stockholders. Election
of Directors of the Corporation need not be by written ballot unless requested
by the Chairman or by the holders of a majority of the Voting Stock present in
person or represented by proxy at a meeting of the stockholders at which
Directors are to be elected.

     Section 2. Nomination of Director Candidates. Advance notice of stockholder
nominations for the election of Directors must be given in the manner provided
in the By-laws of the Corporation.


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     Section 3. Newly Created Directorships and Vacancies. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors, newly created directorships resulting from any increase in
the number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, or by a sole remaining Director.
Any Director elected in accordance with the preceding sentence will hold office
for the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Director's
successor has been elected and qualified. No decrease in the number of Directors
constituting the Board may shorten the term of any incumbent Director.

     Section 4. Removal. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors, any Director may be
removed from office by the stockholders only for cause and only in the manner
provided in this Section 4. At any annual meeting or special meeting of the
stockholders, the notice of which states that the removal of a Director or
Directors is among the purposes of the meeting, the affirmative vote of the
holders of at least 75% of the Voting Stock, voting together as a single class,
may remove such Director or Directors for cause.

     Section 5. Amendment, Repeal, Etc. Notwithstanding anything contained in
this Restated Certificate of Incorporation to the contrary, the affirmative vote
of at least 75% of the Voting Stock, voting together as a single class, is
required to amend or repeal, or to adopt any provision inconsistent with, this
Article Seventh.

     EIGHT. To the full extent permitted by the Delaware General Corporation Law
or any other applicable law currently or hereafter in effect, no Director of the
Corporation will be personally liable to the Corporation or its stockholders for
or with respect to any acts or omissions in the performance of his or her duties
as a Director of the Corporation. Any repeal or modification of this Article
Eighth will not adversely affect any right or protection of a Director of the
Corporation existing prior to such repeal or modification.

     NINTH. Each person who is or was or had agreed to become a Director or
officer of the Corporation, and each such person who is or was serving or who
had agreed to serve at the request of the Board or an officer of the Corporation
as an employee or agent of the Corporation or as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
entity, whether for profit or not for profit (including the heirs, executors,
administrators, or estate of such person), will be indemnified by the
Corporation to the fullest extent permitted by the Delaware General Corporation
Law or any other applicable law as currently or hereafter in effect and will be
entitled to advancement of expenses in connection therewith. The right of
indemnification and of advancement of expenses provided in this Article Ninth
(i) will not be exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may otherwise be entitled, including
without limitation pursuant to any contract approved by a majority of the whole
Board (whether or not the Directors approving such contract are or are to be
parties to such contract or similar contracts), and (ii) will be applicable to
matters otherwise within its scope whether or not such matters arose or arise
before or after the


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adoption of this Article Ninth. Without limiting the generality or the effect of
the foregoing, the Corporation may adopt By-laws, or enter into one or more
agreements with any person, which provide for indemnification and/or advancement
of expenses greater or different than that provided in this Article Ninth or the
Delaware General Corporation Law. Any amendment or repeal of, or adoption of any
provision inconsistent with, this Article Ninth will not adversely affect any
right or protection existing hereunder, or arising out of facts occurring, prior
to such amendment, repeal, or adoption and no such amendment, repeal, or
adoption, will affect the legality, validity, or enforceability of any contract
entered into or right granted prior to the effective date of such amendment,
repeal, or adoption.

     TENTH. Each share of the Corporation's Class A Common Stock Class B Common
Stock, Class C Common Stock and Class D Common Stock outstanding immediately
prior to the filing of this Restated Certificate of Incorporation with the
Secretary of State of Delaware is hereby reclassified and designated as a
validly issued, fully paid and nonassessable share of Common Stock of the
Corporation.


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