ABS

RESTATED CERTIFICATE OF INCORPORATION

OF

ALBERTSON'S, INC.


THOMAS R. SALDIN, Executive Vice President, Administration and General
Counsel, and KAYE L. O'RIORDAN, Vice President and Corporate Secretary, of
Albertson's, Inc., a Delaware corporation, ("Corporation"), do hereby certify
under the seal of said corporation as follows:

1. That the Corporation was originally incorporated in Delaware on April 3,
1969 under the name A F S, I N C.

2. That the original Certificate of Incorporation was restated on July 21,
1971 and again on June 2, 1980; that the Restated Certificate of Incorporation
was amended on June 1, 1983; that the Restated Certificate of Incorporation was
further restated on May 24, 1985, on May 28, 1987, on May 29, 1990 and on May
24, 1991 and that a Certificate of Designation, Preferences and Rights of
Participating Preferred Stock was filed on December 13, 1996 as set forth on
Exhibit A hereto.

3. That the restatement of the Restated Certificate of Incorporation sets
forth the Restated Certificate of Incorporation together with all amendments
thereto integrates and does not further amend the Restated Certificate of
Incorporation of Albertson's, Inc.

4. That the restatement of the Restated Certificate of Incorporation has
been duly adopted by the Board of Directors of the Corporation in accordance
with Section 245 of the General Corporation Law of Delaware.

5. That the text of Restated Certificate of Incorporation of said
Albertson's, Inc. is hereby restated to read in full as follows:

FIRST: The name of the Corporation is ALBERTSON'S, INC.

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

THIRD: The purposes of the Corporation are:

(1) To establish, conduct and operate food stores, drug stores, variety
stores, department stores, restaurants, lunch counters and cafeterias.


Page 16

To establish, construct, buy or otherwise acquire, lease, equip, maintain,
manage, operate, mortgage, sell or otherwise dispose of stores, shops,
buildings, structures, works and other properties, and all facilities,
equipment, and conveniences in connection therewith.

To manufacture, buy, sell, import, export, and deal in goods, wares,
merchandise, commodities, articles of trade and commerce, and personal property
of every class and description.

(2) To manufacture, design, construct, own, use, buy, sell, lease, hire and
deal in and with articles and properties of all kinds and to render services of
all kinds, and to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware, or
by any other law of Delaware or by this Restated Certificate of Incorporation,
together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or attainment
of the business or purposes of the Corporation.

FOURTH: The aggregate number of shares of stock of all classes which this
Corporation has authority to issue is one billion two hundred and ten million
(1,210,000,000) of which one billion two hundred million (1,200,000,000) shares
shall be Common Stock with a par value of one dollar ($1.00) per share, and ten
million (10,000,000) shares shall be Peferred Stock with a par value of one
dollar ($1.00) per share.

The designations and powers, preferences, and rights, and the
qualifications, limitations or restrictions of each class of stock are
respectively set forth in the following provisions:

(1) Common Stock. Subject to all of the rights of the Preferred Stock and
except as may be expressly provided with respect to the Preferred Stock herein,
by law or by the Board of Directors pursuant to this Article FOURTH:

(a) The Board of Directors is authorized, subject to the provisions of
law, to provide by resolutions from time to time for issuance of the Common
Stock.

(b) Subject to the provisions of law, dividends may be paid on the
Common Stock of the Corporation at such time and in such amounts as the
Board of Directors may deem advisable.

(c) The Board of Directors of the Corporation is authorized to affect
the elimination of shares of its Common Stock purchased or otherwise
acquired by the Corporation from the authorized capital stock or number of
shares of the Corporation in the manner provided for in the General
Corporation Law of Delaware.

(d) No holder of Common Stock shall have any pre-emptive right to
subscribe to stock, obligations, warrants, rights to subscribe to stock or
other securities of any class, whether now or hereafter authorized unless
otherwise provided by resolution of the Board of Directors.


Page 17

(e) Subject to the provisions of law and the foregoing provisions of
this Restated Certificate of Incorporation, the Corporation may issue
shares of its Common Stock, from time to time, for such consideration (not
less than the par value or stated value thereof) as may be fixed by the
Board of Directors, which is expressly authorized to fix the same in its
absolute and uncontrolled discretion, subject as aforesaid. Shares so
issued, for which the consideration has been paid or delivered to the
Corporation, shall be deemed fully paid stock, and shall not be liable to
any further call or assessments thereon, and the holders of such shares
shall not be liable for any further payments in respect of such shares.

(f) In no event is the Corporation required to issue any fractional
shares of Common Stock, such being subject to the determination of the
Board of Directors.

(2) Preferred Stock. The Preferred Stock may be issued from time to time by
the Board of Directors as shares of one or more series. Subject to the
limitations prescribed by law, the Board of Directors is expressly authorized,
prior to issuance, by adopting resolutions providing for the issuance of, or
providing for a change in the number of, shares of any particular series and, if
and to the extent from time to time required by law, by filing a certificate
pursuant to the General Corporation Law of Delaware (or such other similar law
hereafter in effect), to establish or change the number of shares to be included
in each such series and to fix the designation and relative powers, preferences
and rights and the qualifications and limitations or restrictions thereof
relating to the shares of each such series. The authority of the Board of
Directors with respect to each series shall include, but not be limited to,
determination of the following:

(a) The distinctive serial designation of such series and the number
of shares constituting such series, provided that the aggregate number of
shares constituting all series of Preferred Stock shall not exceed ten
million (10,000,000);

(b) The annual dividend rate, if any, on shares of such series,
whether dividends shall be cumulative and, if so, from which date or dates;

(c) Whether the shares of such series shall be redeemable and, if so,
the terms and conditions of such redemption, including the date or dates
upon and after which such shares shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

(d) The obligation, if any, of the Corporation to retire shares of
such series, whether pursuant to a sinking fund or otherwise;


Page 18

(e) Whether shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or classes and, if so,
the terms and conditions of such conversion or exchange, including the
price or prices or the rate or rates of conversion or exchange and the
terms of adjustment, if any;

(f) Whether the shares of such series shall have voting rights in
addition to any voting rights required by law and, if so, the terms of such
voting rights;

(g) The rights of the shares of such series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation;
and

(h) Any other relative rights, powers, preferences, qualifications,
limitations or restrictions thereof relating to such series.

The shares of Preferred Stock of any one series shall be identical with
each other in all respects except as to the dates from and after which dividends
thereon, if any, shall cumulate, if cumulative. To the extent one or more
directors may be elected by holders of Preferred Stock, the Provisions of
Article FIFTH hereof shall apply solely with respect to those directors that may
be elected by the holders of Common Stock.

In accordance with this Section FOURTH, the Board of Directors of the
Corporation has designated shares of Preferred Stock with the designation and
relative powers, preferences and rights and the qualifications and limitations
or restrictions set forth on Exhibit A hereto.

(3) Amendment and Repeal. Notwithstanding any other provisions of this
Restated Certificate of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, this
Restated Certificate of Incorporation or the By-Laws of the Corporation), the
affirmative vote of eighty percent (80%) or more of the voting power of the
outstanding shares of the voting stock of the Corporation shall be required to
amend, modify or repeal, or to adopt any provisions inconsistent with this
Article FOURTH of this Restated Certificate of Incorporation; provided however,
that this Article FOURTH may be amended, modified or repealed, and any such new
provision may be added, upon the affirmative vote of the holders of not less
than a majority of the total voting power of all outstanding shares of the
voting stock of the Corporation, if such amendment, modification, repeal or
addition shall first have been approved and recommended by a resolution adopted
by an affirmative vote of at least three-fourths (3/4) of the members of the
Board of Directors.

FIFTH: Each holder of Common Stock shall be entitled to one vote for each
share of stock standing in his name on the books of the Corporation.

SIXTH: The Corporation shall have the power to create and issue rights,
warrants or options entitling the holders thereof to purchase from the
Corporation any shares of its capital stock of any class or classes, upon such
terms and conditions and at such times and prices as the Board of Directors may
provide, which terms and conditions shall be incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud, the judgment of the
directors as to the adequacy of consideration for the issuance of such rights or
options and the sufficiency thereof shall be conclusive.


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SEVENTH: The following shall apply with respect to indemnification of
certain persons by the Corporation and with respect to elimination of certain
liability of directors:

(1) Indemnification of Certain Persons. The Corporation shall have power to
indemnify any person, including present or former directors, officers, employees
or agents of the Corporation or any person who is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
extent permitted by the General Corporation Law of Delaware. Such right of
indemnification shall be in addition to all other rights to which those
indemnified may be entitled under any statue, by-law, agreement, vote of
stockholders or otherwise.

(2) Elimination of Certain Monetary Liabilities of Directors. No director
shall be personally liable to the Corporation or any stockholder for monetary
damages for breach of fiduciary duty by such director as a director, except for
any matter in respect of which such director shall be liable under Section 174
of the Delaware General Corporation Law or any amendment thereto or successor
provision thereof or shall be liable by reason that, in addition to any and all
other requirements for such liability such director (i) shall have breached his
or her duty of loyalty to the Corporation or its stockholders, (ii) in acting or
in failing to act, shall not have acted in good faith or shall have acted in a
manner involving intentional misconduct or a knowing violation of law or (iii)
shall have derived an improper personal benefit from the transaction in respect
of which such breach of fiduciary duty occurred. Neither the amendment nor
repeal of Section 2 of this Article SEVENTH shall eliminate or reduce the effect
of Section 2 of this Article SEVENTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for Section 2 of this Article SEVENTH
would accrue or arise, prior to such amendment or repeal.

EIGHTH: For the management of the business, and for the conduct of the
affairs of the Corporation, and for the further definition, limitation, and
regulation of the powers of the Corporation and its directors and stockholders,
it is further provided:

(1) Size of Board. The number of directors shall be as specified in the
By-Laws of the Corporation, except the number shall never be less than three,
and such number of directors may from time to time be otherwise increased or
decreased (subject to the foregoing) in such manner as prescribed by the
By-Laws. Directors need not be stockholders. Election of directors shall not be
by written ballot unless the By-Laws provide otherwise.

(2) Powers of Board. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized and empowered:

(a) To make, alter, amend, and repeal the By-Laws;


Page 20

(b) To authorize and issue, without stockholder consent, obligations
of the Corporation, secured and unsecured, under such terms and conditions
as the Board, in its sole discretion, may determine, and to pledge or
mortgage, as security therefor, any real or personal property of the
Corporation, including after-acquired property;

(c) To establish bonus, profit-sharing, stock option or other types of
incentive compensation plans for the employees, including officers and
directors, of the Corporation, and to fix the amount of profits to be
shared or distributed, and to determine the persons to participate in any
such plans and the amount of their respective participations;

(d) To designate, by resolution or resolutions passed by a majority of
the whole Board of Directors, one or more committees, each consisting of
two or more directors, which, to the extent permitted by law and authorized
by the resolution or the By-Laws shall have and may exercise the powers of
the Board of Directors;

(e) To provide for the reasonable compensation of its own members and
to fix the terms and conditions upon which such compensation will be paid;

(f) In addition to the powers and authority hereinbefore, or by
statute, expressly conferred upon it, the Board of Directors may exercise
all such powers and do all such acts and things as may be exercised or done
by the Corporation, subject nevertheless, to the provisions of the laws of
the State of Delaware, of this Restated Certificate of Incorporation, and
as may be provided for from time to time by the By-Laws of the Corporation.

NINTH: Subject to the laws of the State of Delaware, the stockholders and
the directors shall have power to hold their meetings, and the directors will
have the power to have an office or offices and to maintain books of the
Corporation outside the State of Delaware, at such place or places as may from
time to time be designated in the By-Laws or by appropriate resolution.

TENTH: The By-Laws of the Corporation may be altered, amended, suspended or
repealed, or new By-Laws may be adopted, (i) by resolution adopted by a majority
of the full Board of Directors at a meeting thereof, (ii) by unanimous written
consent of all the directors in lieu of a meeting, or (iii) by the affirmative
vote, at any annual or special meeting of the stockholders, of the holders of at
least a majority of the outstanding stock of the Corporation entitled to vote
thereon, except that the affirmative vote of the holders of at least
three-fourths (3/4) of the outstanding stock of the Corporation entitled to vote
thereon shall be required for the stockholders to amend any of the provisions of
Article III (Directors) of the By-Laws. The By-Laws may contain any provision
for the regulation and management of the affairs of the Corporation and rights
or powers of its stockholders, directors, officers or employees not inconsistent
with Delaware law or this Restated Certificate of Incorporation.


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ELEVENTH: In lieu of corporate action taken at a meeting of the
stockholders, the written consent of the holders of stock having no less than
the minimum percentage of the total vote that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted, may authorize such corporate action to be so taken.

TWELTH: The affirmative vote of at least eighty percent (80%) of the voting
power of the outstanding Voting Stock (as herein defined) shall be required for
the adoption or authorization of any Business Combination (as herein defined),
provided, that such eighty percent (80%) voting requirement shall not be
applicable if all of the conditions specified in paragraph (2) of this Article
TWELTH are met.

(1) Definitions. The following definitions shall apply for purposes of this
Article TWELTH:

(a) "Person" shall mean any individual, firm, corporation or other
entity.

(b) "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on May 24, 1985,
provided, however, the term "registrant" as used in such definition of
"Associate" shall mean the Corporation.

(c) "Subsidiary" shall mean any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the
Corporation, provided however, that for the purposes of the definition of
"Interested Stockholder" set forth below, the term "Subsidiary" shall mean
only a corporation of which a majority of each class of equity security is
owned, directly or indirectly, by the Corporation.

(d) "Voting Stock" shall mean capital stock of the Corporation
entitled to vote generally in the election of directors.

(e) A person shall be the "Beneficial Owner" with respect to any
Voting Stock:

/i/ which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or

/ii/ which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable
immediately or only after passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or (b) the
right to vote pursuant to any agreement, arrangement or understanding;
or

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/iii/ which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of Voting Stock.

(f) "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:

/i/ is the Beneficial Owner, directly or indirectly, of ten
percent (10%) or more of the voting power of the outstanding Voting
Stock; or

/ii/ is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question was the
Beneficial Owner, directly or indirectly, of ten percent (10%) or more
of the voting power of the then outstanding Voting Stock; or

/iii/ is an assignee of or has otherwise succeeded to any shares
of Voting Stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by an
Interested Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act
of 1933 or any successor securities law.

(g) "Business Combination" shall mean any one or more of the following
transactions:

/i/ Any merger or consolidation of the Corporation or any
Subsidiary with any Interested Stockholder or any other corporation
(whether or not itself an Interested Stockholder) which is, or after
such merger or consolidation would be, an Affiliate of an Interested
Stockholder.

/ii/ Any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to
or with any Interested Stockholder or any Affiliate of any Interested
Stockholder of any assets of the Corporation or any Subsidiary having
an aggregate Fair Market Value of $1,000,000 or more.

/iii/ The issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any Interested
Stockholder or any Affiliate of any Interested Stockholder in exchange
for cash, securities or other property (or combination thereof) having
an aggregate Fair Market Value of $1,000,000 or more.


Page 23

/iv/ The adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of an
Interested Stockholder or any Affiliate of any Interested Stockholder.

/v/ Any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
other transactions (whether or not with or into or otherwise involving
an Interested Stockholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly
beneficially owned by any Interested Stockholder or any Affiliate of
any Interested Stockholder.

(h) "Continuing Director" shall mean any member of the Board of
Directors of the Corporation who is not an Interested Stockholder to which
this Article TWELTH is applicable and is not an Affiliate of such
Interested Stockholder and was a member of the Board of Directors prior to
May 24, 1985 or to the time that such Interested Stockholder became an
Interested Stockholder, and any successor of a Continuing Director who is
not an Affiliate of such Interested Stockholder and who is recommended to
succeed a Continuing Director by a majority of the Continuing Directors
then on the Board of Directors.

(i) "Fair Market Value" shall mean:

/i/ in the case of stock, the highest closing sale price of a
share of such stock during the thirty (30) day period immediately
preceding the date for which such Fair Market Value is being
determined on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 or successor law
on which such stock is listed, or if such stock is not listed on any
such exchange, the highest closing bid quotation with respect to a
share of such stock during the thirty (30) day period preceding the
date for which such Fair Market Value is being determined on the
National Association of Securities Dealers, Inc. Automated Quotation
System or any system then in use, or if no such quotations are
available, the Fair Market Value of such stock as determined by the
Board of Directors in good faith; and

/ii/ in the case of property other than cash or stock, the Fair
Market Value of such property determined by the Board of Directors in
good faith for the date on which such Fair Market Value is being
determined.

(2) Exception to 80% Vote Requirement. The eighty percent (80%) vote
required by this Article TWELTH for approval of certain Business Combinations
shall not be applicable to a Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of this Restated Certificate of Incorporation, if:

(a) Such Business Combination shall have been approved by a majority
of the Continuing Directors, or


Page 24

(b) All of the following conditions shall have been met with respect
to such Business Combination:

/i/ The aggregate amount of cash and the Fair Market Value as of
the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of
Common Stock in such Business Combination shall be at least equal to
the highest of the following, adjusted to reflect subdivisions of
stock and stock splits:

A. The highest per share price (including brokerage commissions,
transfer taxes and soliciting dealer's fees) paid by the
Interested Stockholder for any shares of Common Stock acquired by
it (1) within the two-year period immediately prior to the first
public announcement of the proposal of the Business Combination
(the "Announcement Date"), or (2) in the transaction in which it
became an Interested Stockholder, whichever is higher;

B. The Fair Market Value per share of Common Stock (1) on the
Announcement Date, or (2) on the date on which the Interested
Stockholder became an Interested Stockholder (the "Determination
Date"), whichever is higher; and

C. The Fair Market Value per share of Common Stock determined
pursuant to the immediately preceding subparagraph (B),
multiplied by the ratio of (1) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealer's fees) paid by the Interested Stockholder for
any shares of Common Stock acquired by it within the two-year
period immediately prior to the Announcement Date, to the (2) the
Fair Market Value per share of Common Stock on the first day in
such two-year period upon which the Interested Stockholder
acquired any shares of Common Stock.

/ii/ The consideration to be received by holders of a particular
class of outstanding Voting Stock shall be in cash or in the same form
as the Interested Stockholder has previously paid for shares of such
class of Voting Stock. If the Interested Stockholder has paid for
shares of any class of Voting Stock with varying forms of
consideration, the form of consideration for such class of Voting
Stock shall be either cash or the form used to acquire the largest
number of shares of such class of Voting Stock previously acquired by
it.


Page 25

/iii/ After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business
Combination: (a) there shall have been (1) no reduction in the annual
rate of dividends paid on the Common Stock (except as necessary to
reflect any subdivision or split of the Common Stock), except as
approved by a majority of the Continuing Directors, and (2) an
increase in such annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock split),
recapitalization, reorganization or similar transaction which has the
effect of reducing the number of outstanding shares of the Common
Stock, unless the failure to so increase such annual rate is approved
by a majority of the Continuing directors; and (b) such Interested
Stockholder shall not have become the Beneficial Owner of any
additional shares of Voting Stock except as part of the transaction
which results in such Interested Stockholder becoming an Interested
Stockholder, and except as necessary to reflect any subdivision or
split of the Common Stock.

/iv/ After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages
provided by the Corporation, whether in anticipation of or in
connection with a Business Combination or otherwise.

/v/ A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act or Rules)
shall be mailed to stockholders of the Corporation at least thirty
(30) days prior to the consummation of such Business Combination
(whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions).

(3) Certain Determinations. The Board of Directors of the Corporation shall
have the power and duty to determine for the purposes of this Article TWELTH, on
the basis of information known to them after reasonable inquiry, (i) whether a
person is an Interested Stockholder, (ii) the number of shares of Voting Stock
beneficially owned by any person, (iii) whether a person is an Affiliate or
Associate of another, and (iv) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more.

(4) Fiduciary Obligations of Interested Stockholders. Nothing contained in
this Article TWELTH shall be construed to relieve any Interested Stockholder
from any fiduciary obligation imposed by law.


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(5) Amendment and Repeal. Notwithstanding any other provisions of this
Restated Certificate of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, this
Restated Certificate of Incorporation or the By-Laws of the Corporation), the
affirmative vote of eighty percent (80%) or more of the voting power of the
outstanding shares of the Voting Stock of the Corporation shall be required to
amend, modify or repeal, or to adopt any provisions inconsistent with, this
Article TWELTH of this Restated Certificate of Incorporation; provided however,
that this Article TWELTH may be amended, modified or repealed, and any such new
provision may be added, upon the affirmative vote of the holders of not less
than a majority of the total voting power of all outstanding shares of the
Voting Stock of the Corporation, if such amendment, modification, repeal or
addition shall first have been approved and recommended by a resolution adopted
by a majority vote of the Continuing Directors.

THIRTEENTH: Notwithstanding any other provision of this Restated
Certificate of Incorporation, no director of the Corporation may be removed from
office as a director by a vote of the stockholders or by the Board of Directors
prior to the expiration of such director's term of office except for cause, nor
may the entire Board of Directors of the Corporation be removed by a vote of the
stockholders except for cause. Cause shall mean (i) conviction of a crime
involving moral turpitude, (ii) administrative agency determination of conduct
involving moral turpitude, or (iii) with respect to removal by the directors, a
determination, in good faith, by a majority of the quorum of the Board of
Directors after a hearing before a quorum of the Board of Directors, of conduct
involving moral turpitude materially adverse to the interests of the
Corporation; and with respect to removal by the stockholders, such a
determination by a majority of a quorum of the stockholders eligible to vote
after a hearing before a quorum of the stockholders.

FOURTEENTH: The Corporation reserves the right to amend, alter, suspend or
repeal any provision contained in this Restated Certificate of Incorporation
from time to time in the manner now or hereafter prescribed by Delaware law, and
all rights conferred upon the directors, officers and stockholders herein are
granted subject to this reservation. Notwithstanding any other provision of this
Restated Certificate of Incorporation or the By-Laws of this Corporation (and in
addition to any other vote that may be required by law, this Restated
Certificate of Incorporation or the By-Laws of this Corporation), the
affirmative vote of the holders of three-fourths (3/4) of the outstanding stock
of the Corporation entitled to vote in elections of directors shall be required
to amend, alter, suspend or repeal Article TENTH, ELEVENTH, THIRTEENTH or
FOURTEENTH of this Restated Certificate of Incorporation.

In witness whereof, we have signed this certificate and caused the
corporate seal of the corporation to be hereunto affixed this 26th day of May,
1998.


/S/ Thomas R. Saldin
----------------------------------------
THOMAS R. SALDIN
Executive Vice President, Administration
and General Counsel