AMENDED AND RESTATED
 
                         CERTIFICATE OF INCORPORATION OF
 
                       ACCREDITED HOME LENDERS HOLDING CO.
 
 
     Accredited Home Lenders Holding Co., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:
 
     1.   The name of the Corporation is Accredited Home Lenders Holding Co. The
date of filing of its original Certificate of Incorporation with the Secretary
of State was May 21, 2002.
 
     2.   Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Amended and Restated Certificate of Incorporation (this
"Certificate") restates and integrates and further amends the provisions of the
Certificate of Incorporation of this Corporation, as amended.
 
     3.   The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth in
full.
 
     4.   This Certificate was duly adopted by written consent of the
stockholders and the Board of Directors in accordance with the applicable
provisions of Section 228, 242 and 245 of the General Corporation Law of the
State of Delaware and written notice of the adoption of this Certificate has
been given as provided by Section 228 of the General Corporation Law of the
State of Delaware to every stockholder entitled to such notice.
 
                                    ARTICLE I
 
     The name of this corporation is ACCREDITED HOME LENDERS HOLDING CO.
 
                                   ARTICLE II
 
     The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
Delaware.
 
                                   ARTICLE III
 
     A.   Classes of Stock. This corporation is authorized to issue two classes
of stock to be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares which the corporation is authorized to issue is Fifty
Million One Hundred Thirteen Thousand Three Hundred Thirty-Four (50,113,334)
shares, par value of $.001 per share. Forty Million (40,000,000) shares shall be
Common Stock, par value $.001 per share, and Ten Million OneHundred Thirteen
Thousand Three Hundred Thirty-Four (10,113,334) shares shall be Preferred Stock,
par value $.001 per share.
 
                                        1
 
<PAGE>
 
     The corporation's Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of the shares of
Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of any class of capital stock of the corporation may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the outstanding Common Stock of
the corporation, without the approval of the holders of the Preferred Stock, or
of any series thereof, unless the approval of any such holders is required
pursuant to the certificate or certificates establishing any series of Preferred
Stock.
 
     B.   Rights of Common Stock. The Common Stock shall consist of two series,
one series designated "Series A Common Stock" and consisting of Seventeen
Million Five Hundred Thousand (37,500,000) shares and a second series designated
"Series B Common Stock" and consisting of Two Million Five Hundred Thousand
(2,500,000) shares. The rights, privileges and restrictions granted to and
imposed upon the Series A Common Stock and the Series B Common Stock are as
follows:
 
          1.   General. Except as specifically provided below, the Series A
Common Stock and the Series B Common Stock shall have the same rights,
privileges and restrictions. In the event of a Conversion Event (as defined in
subsection 6(a) hereof), the Common Stock shall have the same rights, privileges
and restrictions as the Series A Common Stock, as those rights, privileges and
restrictions are described herein.
 
          2.   Dividend Rights.  Subject to the provisions of Section 1 of
Article III.C, the holders of the Common Stock shall be entitled to receive,
when and as declared by the Board of Directors, out of any assets of the
corporation legally available therefor, such dividends as may be declared from
time to time by the Board of Directors.
 
          3.   Liquidation Rights. Upon the liquidation, dissolution or winding
up of the corporation, the assets of the corporation shall be distributed as
provided in Section 2 of Article III.C.
 
          4.   Redemption. The Common Stock is not redeemable.
 
          5.   Notice and Voting Rights. Except as provided below in Article
III.D, in any vote by the stockholders of this corporation, each holder of
shares of Series A and Series B Common Stock shall have the right to one vote
for each share of Series A and each share of Series B Common Stock held by such
holder and, except as required by the Delaware General Corporation Law, the
holders of the Series A and Series B Common Stock will vote as a single class on
matters presented to the stockholders of the corporation.
 
                                       2
 
<PAGE>
 
          6.   Conversion.
 
               (a)  Automatic Conversion. Each outstanding and each authorized
share of Series B Common Stock shall automatically be converted into a share of
Series A Common Stock on a one-for-one basis (the "Conversion Rate") in the
following events (each, a "Conversion Event"): (a) upon the closing of the sale
of the corporation's Common Stock in a public offering registered under the
Securities Act of 1933, as amended (the "Securities Act") that includes the sale
of shares by RFC (as defined in Section 3 of Article III.D), or (b) at such time
as the holders of Series B Common Stock are no longer entitled to elect or
participate in the election of a director pursuant to Section 3 of Article
III.D. Each outstanding and each authorized share of Series A Common Stock shall
automatically be converted into a share of Common Stock on a one-for-one basis
in the event of a Conversion Event, and the Series A Common Stock and Series B
Common Stock shall cease to be authorized and shall cease to exist as separate
classes. The Common Stock shall have the same rights, privileges and
restrictions as the Series A Common Stock, as those rights, privileges and
restrictions are described herein.
 
               (b)  Mechanics of Conversion. Before any holder of shares of
Series B Common Stock shall be entitled to convert the same into shares of
Series A Common Stock, the holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the corporation or of any
transfer agent for such stock. The corporation shall as soon as practicable
thereafter issue and deliver at such office to such holder of Series B Common
Stock a certificate or certificates for the number of shares of Series A Common
Stock to which he shall be entitled. Such conversion shall be deemed to have
been made immediately prior to the closing of the Conversion Event, and the
person or persons entitled to receive the shares of Series A Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Series A Common Stock on such date.
 
               (c)  Reservation of Stock Issuable Upon Conversion. The
corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Series A Common Stock solely for the purpose of effecting
the conversion of the shares of Series B Common Stock such number of its shares
of Series A Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Series B Common Stock; and if at any
time the number of authorized but unissued shares of Series A Common Stock shall
not be sufficient to effect the conversion of all then outstanding shares of
Series B Common Stock, the corporation will take such corporate action as may,
in the opinion of counsel, be necessary to increase its authorized but unissued
shares of Series A Common Stock to such number of shares as shall be sufficient
for such purpose.
 
          7.   Protective Provisions. The Corporation may not effect a stock
split, stock combination, stock dividend or similar adjustment with respect to
either the Series A Common Stock or the Series B Common Stock unless both
classes of stock are treated equivalently.
 
     C.   Rights, Preferences and Restrictions of Preferred Stock. The Preferred
Stock authorized by this Certificate of Incorporation, as amended, may be issued
from time to time in one or more series. The rights, preferences, privileges,
and restrictions granted to and imposed on the Series A Preferred Stock, which
series shall consist of Five Million One Hundred Thirteen
 
                                       3
 
<PAGE>
 
Thousand Three Hundred Thirty-Four (5,113,334) shares, are as set forth below in
this Article III.C. The Board of Directors is hereby authorized to fix or alter
the rights, preferences, privileges and restrictions granted to or imposed upon
additional series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or of any of them. Subject to
compliance with applicable protective voting rights which have been or may be
granted to the Preferred Stock or series thereof in Certificates of
Determination or the corporation's Certificate of Incorporation, as amended,
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock or any series thereof, the rights, privileges, preferences and
restrictions of any such additional series may be subordinated to, pari passu
with (including, without limitation, with respect to liquidation and acquisition
preferences, redemption and/or approval of matters by vote or written consent),
or senior to any of those of any present or future class or series of Preferred
or Common Stock. Subject to compliance with applicable Protective Provisions,
the Board of Directors is also authorized to increase or decrease the number of
shares of any series (other than the Series A Preferred Stock), prior or
subsequent to the issue of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.
 
          1.   Dividend Provisions. Subject to the rights of series of Preferred
Stock which may from time to time come into existence, the holders of shares of
Series A Preferred Stock shall be entitled to receive dividends, out of any
assets legally available therefor, prior and in preference to any declaration or
payment of any dividend (payable other than in Common Stock or other securities
and rights convertible into or entitling the holder thereof to receive, directly
or indirectly, additional shares of Common Stock of this corporation) on the
Common Stock of this corporation, at the rate of $.06 per share per annum or, if
greater (as determined on a per annum basis and an as converted basis for the
Series A Preferred Stock), an amount equal to that paid on any other outstanding
shares of this corporation, payable quarterly when, as and if declared by the
Board of Directors. Such dividends shall not be cumulative.
 
          Unless full dividends on the Series A Preferred Stock for all past
dividend periods and the then current dividend period shall have been paid as
declared or a sum sufficient for the payment thereof set apart: (a) no dividend
whatsoever (other than a dividend payable solely in Common Stock or other
securities and rights convertible into or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock) shall be
paid or declared, and no distribution shall be made, on any Common Stock, and
(b) no shares of Common Stock shall be purchased, redeemed, or acquired by the
corporation and no funds shall be paid into or set aside or made available for a
sinking fund for the purchase, redemption, or acquisition thereof; provided,
however, that this restriction shall not apply to the repurchase of shares of
Common Stock held by employees, officers, directors, consultants or other
persons performing services for the corporation or any wholly-owned subsidiary
(including, but not by way of limitation, distributors and sales
representatives) that are subject to restrictive stock purchase agreements under
which the corporation has the option to repurchase such shares at cost upon the
occurrence of certain events, such as the termination of employment; and
provided further, however, that without the approval, by vote or written consent
of the holders of at least two-thirds of the then
 
                                       4
 
<PAGE>
 
outstanding Series A Preferred Stock, the total amount applied to the repurchase
of such Common Stock shall not exceed $100,000 in any twelve-month period.
 
          Once full dividends on the Series A Preferred Stock for all past
dividend periods and the then current dividend period shall have been paid as
declared or a sum sufficient for the payment thereof set apart, then, subject to
the rights of series of Preferred Stock which may from time to time come into
existence, the corporation may (when, as and if declared by the Board of
Directors) declare and distribute dividends among the holders of Series A
Preferred Stock and Common Stock pro rata based on the number of shares of
Common Stock held by each (assuming full conversion of all such Series A
Preferred Stock).
 
          Any dividend or distribution which is declared by the corporation and
payable with assets of the corporation other than cash shall be governed by the
provisions of subsections 4(c)(iii) and 4(d), as applicable, of this Article
III.C.
 
          2.   Liquidation Preference.
 
               (a)  In the event of any liquidation, dissolution or winding up
of this corporation, either voluntary or involuntary, subject to the rights of
series of Preferred Stock that may from time to time come into existence, the
holders of Series A Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets of this corporation to the
holders of Common Stock by reason of their ownership thereof, an amount per
share equal to the sum of (i) $1.00 for each outstanding share of Series A
Preferred Stock, as adjusted for any stock dividends, combinations or splits
with respect to such shares (the "Series A Issue Price") and (ii) an amount
equal to declared but unpaid dividends on such shares (such amount of declared
but unpaid dividends being referred to herein as the "Premium"). If upon the
occurrence of such event, the assets and funds thus distributed among the
holders of the Series A Preferred Stock shall be insufficient to permit the
payment to such holders of the full aforesaid preferential amounts, then,
subject to the rights of series of Preferred Stock that may from time to time
come into existence, the entire assets and funds of the corporation legally
available for distribution shall be distributed ratably among the holders of the
Series A Preferred Stock in proportion to the amount of such stock owned by each
such holder. Notwithstanding the foregoing provisions of this subsection 2(a),
in the event of any liquidation, dissolution or winding up of this corporation
in which the holders of Series A Preferred Stock would receive a distribution of
$10.00 or more per share of Series A Preferred Stock (as adjusted for stock
dividends, combinations or splits with respect to such shares) pursuant to
subsection 2(b) of this Article III.B, assuming no preferential payment pursuant
to this subsection 2(a), then the right of such holders to receive the
preferential amount provided by this subsection 2(a) shall terminate and the
holders of Series A Preferred Stock shall receive only those amounts provided
for in subsection 2(b) of this Article III.C.
 
               (b)  Upon the completion of the distribution required by
subparagraph (a) of this Section 2 and any other distribution that may be
required with respect to series of Preferred Stock that may from time to time
come into existence, the remaining assets of the corporation available for
distribution to stockholders shall be distributed among the holders of Series A
Preferred Stock and Common Stock pro rata based on the number of shares of
Common
 
                                       5
 
<PAGE>
 
Stock held by each (assuming conversion of all such Series A Preferred Stock).
 
               (c)  For purposes of this Section 2, a liquidation, dissolution
or winding up of this corporation shall be deemed to be occasioned by, or to
include, (A) the acquisition of the corporation by another entity by means of
any transaction or series of related transactions (including, without
limitation, any reorganization, merger or consolidation); or (B) a sale of all
or substantially all of the assets of the corporation; unless the corporation's
stockholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities
issued as consideration for the corporation's acquisition or sale or otherwise)
hold at least 50% of the voting power of the surviving or acquiring entity.
 
                    (i)   In any of such events, if the consideration received
by the corporation is other than cash, its value will be deemed its fair market
value. Any securities shall be valued as follows:
 
                          (A)   Securities not subject to investment letter or
other similar restrictions on free marketability:
 
                                (1)   If traded on a securities exchange or
through Nasdaq National Market, the value shall be deemed to be the average of
the closing sales prices of the securities as reported by the exchange or Nasdaq
over the thirty-day period ending three days prior to the closing;
 
                                (2)   If actively traded over-the-counter, the
value shall be deemed to be the average of the closing bid or sale prices
(whichever is applicable) over the 30-day period ending three days prior to the
closing; and
 
                                (3)   If there is no active public market, the
value shall be the fair market value thereof, as determined by a majority vote
of the Board of Directors of the corporation and the affirmative vote of the
Directors elected by the holders of the Series A Preferred Stock pursuant to
Section 2 of Article III.D.
 
                          (B)   The method of valuation of securities subject to
investment letter or other restrictions on free marketability (other than
restrictions arising solely by virtue of a stockholder's status as an affiliate
or former affiliate) shall be to make an appropriate discount from the market
value determined as above in (A) (1), (2) or (3) to reflect the approximate fair
market value thereof, as determined by a majority vote of the Board of Directors
of the corporation and the affirmative vote of the Directors elected by the
holders of the Series A Preferred Stock pursuant to Section 2 of Article III.D.
 
                    (ii)  In the event the requirements of this subsection 2(c)
are not complied with, this corporation shall forthwith either:
 
                          (A)   cause such closing to be postponed until such
time as the requirements of this Section 2 have been complied with; or
 
                                       6
 
<PAGE>
 
                          (B)   cancel such transaction, in which event the
rights, preferences and privileges of the holders of the Series A Preferred
Stock shall revert to and be the same as such rights, preferences and privileges
existing immediately prior to the date of the first notice referred to in
subsection 2(c)(iii) of this Article III.C.
 
                    (iii) The corporation shall give each holder of record of
Series A Preferred Stock written notice of such impending transaction not later
than 20 days prior to the stockholders' meeting called to approve such
transaction, or 20 days prior to the closing of such transaction, whichever is
earlier, and shall also notify such holders in writing of the final approval of
such transaction. The first of such notices shall describe the material terms
and conditions of the impending transaction and the provisions of this Section
2, and the corporation shall thereafter give such holders prompt notice of any
material changes. The transaction shall in no event take place sooner than 20
days after the corporation has given the first notice provided for herein or
sooner than 10 days after the corporation has given notice of any material
changes provided for herein; provided, however, that such periods may be
shortened upon the written consent of the holders of Preferred Stock that are
entitled to such notice rights or similar notice rights and that represent at
least a majority of the voting power of all then outstanding shares of such
Preferred Stock.
 
          3.   Redemption. At any time after January 1, 2000, but within 30 days
(the "Series A Redemption Date") after the receipt by this corporation of a
written request from the holders of not less than two-thirds of the then
outstanding Series A Preferred Stock that all or some of such holders' shares be
redeemed, and concurrently with surrender by such holders of the certificates
representing such shares, this corporation shall, to the extent it may lawfully
do so, redeem up to one-third of the then outstanding Series A Preferred Stock
in each of the years 2000, 2001 and 2002 specified in such request by paying in
cash therefor a sum per share equal to $1.00 (as adjusted for any stock
dividends, combinations or splits with respect to such shares) plus all declared
but unpaid dividends on such shares (the "Series A Redemption Price"). Any
redemption effected pursuant to this subsection 3 shall be made on a pro rata
basis among the holders of the Series A Preferred Stock in proportion to the
number of shares of Series A Preferred Stock then held by such holders.
 
          4.   Conversion. The holders of the Series A Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):
 
               (a)  Right to Convert.
 
                    (i)   Each share of Series A Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share at the office of this corporation or any transfer agent
for the Series A Preferred Stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the Series A
Issue Price by the Conversion Price (as defined below) applicable to such
shares, determined as hereafter provided, in effect on the date the certificate
is surrendered for conversion. As of March 1, 1999 (the "Fixed Date"), the
Conversion Price per share for shares of Series A Preferred Stock shall be the
Series A Issue Price; provided, however, that the Conversion Price for the
Series A Preferred Stock shall be subject to adjustment as set forth in
subsection 4(c) of
 
                                       7
 
<PAGE>
 
this Article III.C. In the event that more than one series of Common Stock is
authorized at the time of conversion, the Series A Preferred Stock shall convert
into Series A Common Stock pursuant to this Section 4 of this Article III.C.
 
                    (ii)  Each share of Series A Preferred Stock shall
automatically be converted into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing the Series A Issue Price by
the Conversion Price (as defined below) then in effect applicable to such
shares, determined as hereafter provided, immediately upon the earlier of (A)
except as provided below in subsection 4(b) of this Article III.C, the
corporation's sale of its Common Stock in a firm commitment underwritten public
offering pursuant to a registration statement under the Securities Act of 1933,
as amended, the public offering price of which was not less than Twelve Million
Dollars ($12,000,000), in the aggregate, at a price per share of not less than
Four Dollars ($4.00) adjusted to reflect stock dividends, stock splits or
recapitalization after the Fixed Date (as defined below)) or (B) the date
specified by written consent or agreement of the holders of the majority of the
then outstanding shares of Series A Preferred Stock.
 
               (b)  Mechanics of Conversion. Before any holder of Series A
Preferred shall be entitled to convert the same into shares of Common Stock,
such holder shall surrender the certificate or certificates therefor, duly
endorsed, at the office of this corporation or of any transfer agent for the
Series A Preferred Stock and shall give written notice to this corporation at
its principal corporate office, of the election to convert the same and shall
state therein the name or names in which the certificate or certificates for
shares of Common Stock are to be issued. This corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of
Series A Preferred Stock, or to the nominee or nominees of such holder, a
certificate or certificates for the number of shares of Common Stock to which
such holder shall be entitled as aforesaid. Such conversion shall be deemed to
have been made immediately prior to the close of business on the date of such
surrender of the shares of Series A Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date. If the conversion is in
connection with an underwritten offer of securities registered pursuant to the
Securities Act of 1933, the conversion shall be conditioned upon the closing
with the underwriter of the sale of securities pursuant to such offering, in
which event the person(s) entitled to receive the Common Stock issuable upon
such conversion of the Series A Preferred Stock shall not be deemed to have
converted such Series A Preferred Stock until immediately prior to the closing
of such sale of securities.
 
               (c)  Conversion Price Adjustments of Preferred Stock for Certain
Dilutive Issuances, Splits and Combinations. The Conversion Price of the Series
A Preferred Stock shall be subject to adjustment from time to time as follows:
 
                    (i)   (A)   Upon each issuance by the corporation of any
Additional Stock (as defined below), after the Fixed Date, without consideration
or for a consideration per share less than the Conversion Price for the Series A
Preferred Stock in effect immediately prior to the issuance of such Additional
Stock, the Conversion Price for the Series A
 
                                       8
 
<PAGE>
 
Preferred Stock in effect immediately prior to each such issuance shall
forthwith (except as otherwise provided in this clause (i)) be adjusted to a
price determined by multiplying such Conversion Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance (including, without limitation, the number of
shares of Common Stock issuable upon the conversion of the Preferred Stock) plus
the number of shares of Common Stock which the aggregate consideration received
by the corporation for such issuance would purchase at such Conversion Price;
and the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance (including, without limitation,
the number of shares of Common Stock issuable upon the conversion of the
Preferred Stock) plus the number of shares of such Additional Stock.
 
                          (B)   No adjustment of the Conversion Price for the
Series A Preferred Stock shall be made in an amount less than one cent per
share, provided that any adjustments which are not required to be made by reason
of this sentence shall be carried forward and shall be either taken into account
in any subsequent adjustment made prior to three years from the date of the
event giving rise to the adjustment being carried forward, or shall be made at
the end of three years from the date of the event giving rise to the adjustment
being carried forward. Except to the limited extent provided for in subsections
4(c)(i)(E)(3) and (4) of this Article III.C, no adjustment of such Conversion
Price pursuant to this subsection 4(c)(i) shall have the effect of increasing
the Conversion Price above the Conversion Price in effect immediately prior to
such adjustment.
 
                          (C)   In the case of the issuance of Common Stock for
cash, the consideration shall be deemed to be the amount of cash paid therefor
before deducting any reasonable discounts, commissions or other expenses
allowed, paid or incurred by this corporation for any underwriting or otherwise
in connection with the issuance and sale thereof.
 
                          (D)   In the case of the issuance of the Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined by the
Board of Directors irrespective of any accounting treatment.
 
                          (E)   In the case of the issuance (whether before, on
or after the Fixed Date) of options to purchase or rights to subscribe for
Common Stock, securities by their terms convertible into or exchangeable for
Common Stock or options to purchase or rights to subscribe for such convertible
or exchangeable securities, the following provisions shall apply for all
purposes of this subsection 4(c)(i) and subsection 4(c)(ii) of this Article
III.C:
 
                                (1)    The aggregate maximum number of shares of
Common Stock deliverable upon exercise (assuming the satisfaction of any
conditions to exercisability, including, without limitation, the passage of
time, but without taking into account potential anti-dilution adjustments) of
such options to purchase or rights to subscribe for Common Stock shall be deemed
to have been issued at the time such options or rights were issued and for a
consideration equal to the consideration (determined in the manner provided in
subsections 4(c)(i)(C) and (D) of this Article III.C), if any, received by the
corporation upon the issuance of such options or rights plus the exercise price
provided in such options or rights
 
                                       9
 
<PAGE>
 
(without taking into account potential anti-dilution adjustments) for the Common
Stock covered thereby.
 
                                (2)    The aggregate maximum number of shares of
Common Stock deliverable upon conversion of or in exchange (assuming the
satisfaction of any conditions to convertibility or exchangeability, including,
without limitation, the passage of time, but without taking into account
potential anti-dilution adjustments) for any such convertible or exchangeable
securities or upon the exercise of options to purchase or rights to subscribe
for such convertible or exchangeable securities and subsequent conversion or
exchange thereof shall be deemed to have been issued at the time such securities
were issued and such options or rights were issued and for a consideration equal
to the consideration, if any, received by the corporation for any such
securities and related options or rights (excluding any cash received on account
of accrued interest or accrued dividends), plus the additional consideration, if
any, to be received by the corporation (without taking into account potential
anti-dilution adjustments) upon the conversion or exchange of such securities or
the exercise of any related options or rights (the consideration in each case to
be determined in the manner provided in subsections 4(c)(i)(C) and (D) of this
Article III.C).
 
                                (3)    In the event of any change in the number
of shares of Common Stock deliverable or in the consideration payable to this
corporation upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable securities, including, without
limitation, a change resulting from the anti-dilution provisions thereof, the
Conversion Price of the Series A Preferred Stock to the extent in any way
affected by or computed using such options, rights or securities, shall be
recomputed to reflect such change, but no further adjustment shall be made for
the actual issuance of Common Stock or any payment of such consideration upon
the exercise of any such options or rights or the conversion or exchange of such
securities.
 
                                (4)    Upon the expiration of any such options
or rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Conversion Price of the Series A Preferred Stock to the extent
in any way affected by or computed using such options, rights or securities or
options or rights related to such securities, shall be recomputed to reflect the
issuance of only the number of shares of Common Stock (and convertible or
exchangeable securities which remain in effect) actually issued upon the
exercise of such options or rights, upon the conversion or exchange of such
securities or upon the exercise of the options or rights related to such
securities.
 
                                (5)    The number of shares of Common Stock
deemed issued and the consideration deemed paid therefor pursuant to subsections
4(c)(i)(E)(1) and (2) of this Article III.C shall be appropriately adjusted to
reflect any change, termination or expiration of the type described in either
subsection 4(c)(i)(E)(3) or (4) of this Article III.C.
 
                         (ii)   "Additional Stock" shall mean any shares of
Common Stock issued (or deemed to have been issued pursuant to subsection
4(c)(i)(E) of this Article III.C) by this corporation after the Fixed Date other
than
 
                                       10
 
<PAGE>
 
                               (A)  shares of Common Stock issued pursuant to a
transaction described in subsection 4(c)(iii) of this Article III.C,
 
                               (B)  shares of Series A Preferred Stock issued
pursuant to the Series A Preferred Stock Purchase Agreement,
 
                               (C)  shares of Common Stock issued upon
conversion of the Series A Preferred Stock,
 
                               (D)  shares of Common Stock issuable or issued to
employees, consultants, directors or vendors (if in transactions with primarily
non-financing purposes) of this corporation directly or pursuant to a stock
option plan or restricted stock plan approved by the stockholders, including
holders of at least a majority of the then outstanding shares of Series A
Preferred Stock, and Board of Directors of this corporation,
 
                               (E)  shares of Common Stock issued or issuable
(1) in a public offering before or in connection with which all outstanding
shares of Series A Preferred Stock will be converted to Common Stock, or
 
                               (F)  shares of Common Stock issued or issuable
upon exercise or conversion of warrants or convertible debt issued pursuant to
commercial relationships as approved by a majority vote of the Board of
Directors of the corporation and the affirmative vote of the Directors elected
by the holders of the Series A Preferred Stock pursuant to Section 2 of Article
III.D.
 
                       (iii)   In the event the corporation should at any time
or from time to time after the Fixed Date fix a record date for the effectuation
of a split or subdivision of the outstanding shares of Common Stock or the
determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock or other securities or
rights convertible into, or entitling the holder thereof to receive directly or
indirectly, additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof), then, as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed), the Conversion
Price of the Series A Preferred Stock shall be appropriately decreased so that
the number of shares of Common Stock issuable on conversion of each share of
such series shall be increased in proportion to such increase of the aggregate
of shares of Common Stock outstanding and those issuable with respect to such
Common Stock Equivalents.
 
                       (iv)    If the number of shares of Common Stock
outstanding at any time after the Fixed Date is decreased by a combination of
the outstanding shares of Common Stock, then, following the record date of such
combination, the Conversion Price for the Series A Preferred Stock shall be
appropriately increased so that the number of shares of Common Stock issuable on
conversion of each share of such series shall be decreased in
 
                                       11
 
<PAGE>
 
proportion to such decrease in outstanding shares.
 
                (d)    Other Distributions. In the event this corporation shall
declare a dividend or distribution payable in securities of other persons,
evidences of indebtedness issued by this corporation or other persons, assets
(excluding cash dividends) or Common Stock Equivalents not referred to in
subsection 4(c)(iii) of this Article III.C, then, in each such case, the holders
of the Series A Preferred Stock shall be entitled to a proportionate share of
any such distribution as though they were the holders of the number of shares of
Common Stock of the corporation into which their shares of Series A Preferred
Stock are convertible as of the record date fixed for the determination of the
holders of Common Stock of the corporation entitled to receive such
distribution.
 
                (e)    Recapitalizations. If at any time or from time to time
there shall be a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for elsewhere in
this Section 4), provision shall be made so that the holders of the Series A
Preferred Stock shall thereafter be entitled to receive upon conversion of the
Series A Preferred Stock, the number of shares of stock or other securities or
property of the Company or otherwise, to which a holder of Common Stock
deliverable upon conversion would have been entitled on such recapitalization.
In any such case, appropriate adjustment shall be made in the application of the
provisions of this Section 4 with respect to the rights of the holders of the
Series A Preferred Stock after the recapitalization to the end that the
provisions of this Section 4 (including adjustment of the Conversion Price then
in effect for each series and the number of shares purchasable upon conversion
of the Preferred Stock) shall be applicable after that event as nearly
equivalent as may be practicable.
 
                (f)    No Impairment. This corporation shall not, by amendment
of its Certificate of Incorporation, as amended, or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by this corporation, but shall at all times in good faith assist in
the carrying out of all the provisions of this Section 4 and in the taking of
all such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Series A Preferred Stock against
impairment.
 
                (g)    No Fractional Shares and Certificate as to Adjustments.
 
                       (i)     No fractional shares shall be issued upon
conversion of the Series A Preferred Stock and the number of shares of Common
Stock to be issued shall be rounded to the nearest whole share. Whether or not
fractional shares are issuable upon such conversion shall be determined on the
basis of the total number of shares of Series A Preferred Stock the holder is at
the time converting into Common Stock and the number of shares of Common Stock
issuable upon such aggregate conversion.
 
                       (ii)    Upon the occurrence of each adjustment or
readjustment of the Conversion Price of Series A Preferred Stock pursuant to
this Section 4, this corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the
 
                                       12
 
<PAGE>
 
terms hereof and prepare and furnish to each holder of Series A Preferred Stock
a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based. This
corporation shall, upon the written request at any time of any holder of Series
A Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (A) such adjustment and readjustment, (B) the
applicable Conversion Price at the time in effect, and (C) the number of shares
of Common Stock and the amount, if any, of other property which at the time
would be received upon the conversion of a share of Series A Preferred Stock.
 
                (h)    Notices of Record Date. In the event of any taking by
this corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, this
corporation shall mail to each holder of Series A Preferred Stock, at least 20
days prior to the date specified therein, a notice specifying the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of such dividend, distribution or right.
 
                (i)    Reservation of Stock Issuable Upon Conversion. This
corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Series A Preferred Stock; and if at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of Series A
Preferred Stock, in addition to such other remedies as shall be available to the
holder of such Series A Preferred Stock, this corporation shall take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes, including, without limitation, engaging
in best efforts to obtain the requisite stockholder approval of any necessary
amendment to this Certificate of Incorporation, as amended.
 
                (j)    Notices. Any notice required by the provisions of this
Section 4 to be given to the holders of shares of Series A Preferred Stock shall
be deemed given if deposited in the United States mail, postage prepaid, and
addressed to each holder of record at such holder's address appearing on the
books of this corporation.
 
                (k)    Reissuance of Converted Shares. No shares of Series A
Preferred Stock which have been converted into Common Stock shall ever again be
reissued and all such shares so converted shall upon such conversion cease to be
a part of the authorized shares of the Corporation.
 
          5.    Voting Rights. The holder of each share of Series A Preferred
Stock shall have the right to one vote for each share of Common Stock into which
such holder's shares of Series A Preferred Stock could then be converted, and
with respect to such vote, such holder
 
                                       13
 
<PAGE>
 
shall have full voting rights and powers equal to the voting rights and powers
of the holders of Common Stock, except as provided in Article III.D and as
required by law, and shall be entitled, notwithstanding any provision hereof, to
notice of any stockholders' meeting in accordance with the bylaws of this
corporation, and shall be entitled to vote, together with holders of Common
Stock, with respect to any question upon which holders of Common Stock have the
right to vote. Fractional votes shall not, however, be permitted and any
fractional voting rights available on an as-converted basis (after aggregating
all shares into which shares of Series A Preferred Stock held by each holder
could be converted) shall be rounded to the nearest whole number (with one-half
being rounded upward).
 
          6.    Protective Provisions. Subject to the rights of series of
Preferred Stock which may from time to time come into existence, so long as any
shares of Series A Preferred Stock are outstanding, this corporation shall not,
without first obtaining the approval (by vote or written consent, as provided by
law) of the holders of at least a majority of the then outstanding shares of
Series A Preferred Stock, voting as a class:
 
                (a)    sell, convey, lease or otherwise dispose of all or
substantially all of its property or business; liquidate, dissolve or wind up
the corporation's business; or merge into or consolidate with any other
corporation (other than a wholly owned subsidiary corporation); or effect any
transaction or series of related transactions in which more than 50% of the
voting power of the corporation is disposed of (a "Corporate Transaction"),
unless either (i) the corporation's stockholders of record as constituted
immediately prior to such Corporate Transaction will, immediately after such
Corporate Transaction, hold at least 50% of the voting power of the surviving or
acquiring entity or (ii) the holders of the Series A Preferred Stock receive an
amount from such Corporate Transaction at a price per share (as adjusted for
subsequent stock dividends, stock splits or recapitalization) of no less than
$10.00, with the value of any securities received in such Corporate Transaction
determined in accordance with subsection 2(c)(i) of this Article III.C;
 
                (b)    alter or change the rights, preferences or privileges of
the shares of Series A Preferred Stock so as to affect adversely the shares;
 
                (c)    increase or decrease (other than by redemption or
conversion) the total number of authorized shares of Series A Preferred Stock;
 
                (d)    authorize or issue, or obligate itself to issue, any
other equity security, including any other security convertible into or
exercisable for any equity security (i) having a preference over, or being on a
parity with, the Series A Preferred Stock with respect to voting, dividends or
upon liquidation, or (ii) having rights similar to any of the rights of the
Series A Preferred Stock under this Section 6; or
 
                (e)    redeem, purchase or otherwise acquire (or pay into or set
aside for a sinking fund for such purpose) any share or shares of Preferred
Stock or Common Stock; provided, however, that this restriction shall not apply
to (i) the repurchase of shares of Common Stock from employees, officers,
directors, consultants or other persons performing services for
 
                                       14
 
<PAGE>
 
the Company or any subsidiary pursuant to agreements under which the Company has
the option to repurchase such shares at cost or at cost upon the occurrence of
certain events, such as the termination of employment provided further, however,
that the total amount applied to the repurchase of shares of Common Stock shall
not exceed $100,000 during any 12 month period or (ii) the redemption of any
share or shares of Preferred Stock pursuant to a redemption under Section 3 of
this Article III.C; or
 
                (f)    amend the corporation's Certificate of Incorporation, as
amended, or bylaws;
 
                (g)    change the authorized number of directors of the
corporation;
 
                (h)    permit any subsidiary of the corporation to issue or
sell, except to the corporation or any wholly owned subsidiary of the
corporation, any equity security, including any other security convertible into
or exercisable for any equity security, of such subsidiary;
 
                (i)    declare or pay any dividends on or declare or make any
other distributions, direct or indirect (other than a dividend payable solely in
shares of Common Stock or dividends declared prior to the Fixed Date), on any
shares of its Common Stock, or set apart any sum for any such purpose; or
 
                (j)    do any act or thing which would result in taxation of the
holders of shares of the Series A Preferred Stock under Section 305 of the
Internal Revenue Code of 1986, as amended (or any comparable provision of the
Internal Revenue Code as hereafter from time to time amended).
 
          7.    Status of Converted or Redeemed Stock. In the event any shares
of Series A Preferred Stock shall be redeemed or converted pursuant to Section 3
or Section 4 of this Article III.C, the shares so converted or redeemed shall be
canceled and shall not be issuable by the corporation. The Certificate of
Incorporation, as amended, of this corporation shall be appropriately amended to
effect the corresponding reduction in the corporation's authorized capital
stock.
 
     D.   Special Voting Rights.
 
          1.    Board of Directors. So long as a director may be elected
pursuant to Section 3 of this Article III.D, the corporation shall have seven
authorized directors. Thereafter, the corporation shall have six authorized
directors, except as otherwise provided in Article V hereof.
 
          2.    Series A Preferred Stock Directors. The holders of the Series A
Preferred Stock shall be entitled, voting as a separate class, to elect two
directors to the Board of Directors at each meeting or consent of stockholders
for the election of directors and, to the exclusion of the vote of the holders
of Common Stock or any other series of Preferred Stock, to remove from office
any director so elected and to fill any vacancy caused by the resignation, death
or removal
 
                                       15
 
<PAGE>
 
of any director so elected. The Secretary of the corporation shall, upon the
written request of the holders of record of shares representing at least ten
percent (10%) of the voting power of the Series A Preferred Stock then
outstanding, call a special meeting of the holders of Series A Preferred Stock
for the purpose of electing, removing and/or replacing one or both of the
directors entitled to be elected, removed and/or replaced by the holders of
Series A Preferred Stock. Such meeting shall be held at the earliest practicable
date at such place as is specified in or determined in accordance with the
Bylaws of the corporation. If such meeting shall not be called by the Secretary
of the corporation within 10 days after personal service of said written request
on him, then the holders of record of shares representing at least ten percent
(10%) of the voting power of the Series A Preferred Stock then outstanding may
designate in writing one of their number to call such 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 and shall be held
at the place specified in the notice. Any holder of the Series A Preferred Stock
so designated shall have access to the stock books of the corporation relating
to the Series A Preferred Stock for the purpose of calling a meeting of the
stockholders pursuant to these provisions.
 
          3.    Class B Common Stock/Convertible Debenture Director. The
corporation intends to issue its convertible debenture (as the same may be
amended, restated, reissued or otherwise modified from time to time, the
"Convertible Debenture") to Residential Funding Corporation, a Delaware
corporation whose principal place of business is located at 8400 Normandale Lake
Blvd., Suite 600, Minneapolis, MN 55437 ("RFC"). For so long as the total number
of shares of Series B Common Stock that RFC holds and/or has the right to
acquire pursuant to the Convertible Debenture is greater than or equal to five
percent (5%) of the corporation's Common Stock Equivalents (as defined below),
RFC and the holders of Class B Common Stock, voting together, shall have the
right to elect one director to the Board of Directors and, to the exclusion of
the vote of the holders of Preferred Stock and Series A Common Stock, to remove
from office any director so elected and to fill any vacancy caused by the
resignation, death or removal of any director so elected. With respect to any
such election or removal, each holder of Series B Common Stock shall be entitled
to one vote for each share held by such stockholder and RFC shall be entitled to
that number of votes equal to the number of shares of Series B Common Stock
issuable to it upon conversion of the Convertible Debenture. As used herein,
"Common Stock Equivalents" means, as of any date of determination, the number of
shares of Common Stock equal to the sum of: (1) all shares of Common Stock
issued and outstanding on such date; (2) all shares of Common Stock issuable
upon conversion of all convertible securities outstanding on such date; (3) all
shares of Common Stock issuable upon the exercise of all options outstanding on
such date; and (4) all additional shares for which options are, on such date,
authorized to be issued pursuant to the corporation's 1995 Stock Option Plan,
1995 Executive Stock Option Plan, 1998 Stock Option Plan or any other plan or
agreement approved in writing by RFC.
 
          4.    Class A Common Stock Directors. The holders of the Series A
Common Stock shall be entitled, voting as a separate class, to elect two
directors to the Board of Directors at each meeting or consent of stockholders
for the election of directors and, to the exclusion of the vote of the holders
of Preferred Stock and Series B Common Stock, to remove from office
 
                                       16
 
<PAGE>
 
any director so elected and to fill any vacancy caused by the resignation, death
or removal of any director so elected.
 
          5.    Election of Remaining Directors. The holders of Series A
Preferred Stock and Series A Common Stock voting together shall elect, remove
and/or replace the authorized directors not entitled to be elected or selected
pursuant to Sections 2, 3 or 4 of this Article III.D, and shall fill any
vacancies due to the non-exercise of election or selection rights available
under such Sections; provided however, that the Secretary of the corporation
shall call, upon the written request of the holders of record of shares
representing at least ten percent (10%) of the voting power of (i) the Series A
Preferred Stock then outstanding, (ii) the Series A Common Stock then
outstanding or (iii) the Series B Common Stock and Convertible Debenture
entitled to vote pursuant to Section 3 of Article III.D, a meeting of such
holders, as the case may be, for the purpose of removing and/or replacing any
director elected to fill a vacancy due to the non-exercise of the rights
afforded to such holders under Sections 2, 3 and 4, respectively, of this
Article III.
 
                                   ARTICLE IV
 
     The business and affairs of the corporation shall be managed by or under
the direction of the Board of Directors. In addition to the powers and authority
expressly conferred upon them by statute or by this Certificate of
Incorporation, as amended, or the bylaws of the corporation, the directors are
hereby empowered to exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation. Election of directors need not be
by written ballot, unless the Bylaws so provide.
 
     Effective upon the closing of the corporation's initial public offering of
its common stock, 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 by such stockholders. At all times prior to the closing
of the corporation's initial public offering of its common stock, any action
which may be taken at any annual or special meeting of stockholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the actions so taken, is signed by the holders of outstanding shares
having not less than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. All such consents shall be filed with the
Secretary of the corporation and shall be maintained in the corporate records.
Prompt notice of the taking of a corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
 
                                    ARTICLE V
 
     Effective upon the closing of the corporation's initial public offering of
its common stock (the "Effective Date"), the number of directors shall be seven
(7) and, thereafter, shall be fixed from time to time exclusively by the Board
of Directors pursuant to a resolution adopted by a majority of the total number
of authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board for adoption). Effective on the Effective Date, the directors shall be
divided into three classes with
 
                                       17
 
<PAGE>
 
the term of office of the first class to expire at the first annual meeting of
the stockholders following the Effective Date hereof; the term of office of the
second class to expire at the second annual meeting of the stockholders held
following the Effective Date hereof; the term of office of the third class to
expire at the third annual meeting of stockholders following the Effective Date
hereof; and thereafter for each such term to expire at each third succeeding
annual meeting of stockholders after such election. All directors shall hold
office until the expiration of the term for which elected, and until their
respective successors are elected, except in the case of the death, resignation,
or removal of any director.
 
     Subject to the rights of the holders of any series of Preferred Stock then
outstanding, newly-created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification or other cause
(other than removal from office by a vote of the stockholders) may be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
next annual meeting of stockholders. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
 
     Subject to the rights of holders of any series of Preferred Stock then
outstanding, any directors, or the entire Board of Directors, may be removed
from office at any time, with or without cause, but only by the affirmative vote
of the holders of at least a majority of the voting power of all of the then
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class.
Vacancies in the Board of Directors resulting from such removal may be filled by
a majority of the directors then in office, though less than a quorum, or by the
stockholders at a special meeting of the stockholders held for that purpose.
Directors so chosen shall hold office until the new annual meeting of
stockholders.
 
                                   ARTICLE VI
 
     Except as is otherwise set forth in the Bylaws, the Bylaws may be altered,
amended or repealed or new Bylaws may be adopted by the affirmative vote of a
majority of the directors present at any regular or special meeting of the Board
of Directors at which a quorum is present.
 
     Except as otherwise set forth in the Bylaws, the Bylaws may be altered,
amended or repealed or new Bylaws may be adopted by the affirmative vote of the
holders of at least 66 2/3% of the shares of the capital stock of the
corporation issued and outstanding and entitled to vote at any annual meeting of
stockholders, or at any special meeting of stockholders, provided notice of such
alteration, amendment, repeal or adoption of new Bylaws shall have been stated
in the notice of such special meeting.
 
                                   ARTICLE VII
 
     To the fullest extent permitted by the Delaware General Corporation Law, as
the same exists or may hereafter be amended, a director of the corporation shall
not be personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a
 
                                       18
 
<PAGE>
 
director. Any repeal or modification of the foregoing provisions of this Article
VII by the stockholders of the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the time of, or
increase the liability of any director of the corporation with respect to any
acts or omissions occurring prior to, such repeal or modification
 
                                  ARTICLE VIII
 
     The corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation, as amended, in the manner
prescribed by the laws of the State of Delaware and all rights conferred upon
stockholders are granted subject to this reservation; provided, however, that,
notwithstanding any other provision of this Certificate of Incorporation, as
amended, or any provision of law which might otherwise permit a lesser vote or
no vote, but in addition to any vote of the holders of any class or series of
the stock of this corporation required by law or by this Certificate of
Incorporation, as amended, the affirmative vote of the holders of at least 66
2/3% of the voting power of all of the then outstanding shares of the capital
stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend or
repeal this Article VIII, Article IV, Article V, Article VI or Article VII.
 
                                      * * *
 
                                       19
 
<PAGE>
 
          IN WITNESS WHEREOF, the undersigned have executed this certificate as
of September 16, 2002.
 
                                    /s/ Ray W. McKewon
                                    ------------------
                                    Ray W. McKewon, Executive Vice President
                                    and Secretary
 
 
                                       20