DL

ANNEX B
FORM OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE DIAL CORPORATION

ARTICLE I

The name of the corporation (which is hereinafter referred to as the
"Corporation") is:

The Dial Corporation

ARTICLE II

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

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or
activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.

ARTICLE IV

The total number of shares of stock which the Corporation shall have
authority to issue is Three Hundred and Ten Million (310,000,000), consisting of
Ten Million (10,000,000) shares of Preferred Stock, par value $0.01 per share
(hereinafter referred to as "Preferred Stock"), and Three Hundred Million
(300,000,000) shares of Common Stock, par value $0.01 per share (hereinafter
referred to as "Common Stock").

The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized to provide for the issuance of
shares of Preferred Stock in series and, by filing a certificate pursuant to the
applicable law of the State of Delaware (hereinafter referred to as a "Preferred
Stock Designation"), 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 the qualifications, limitations
and restrictions thereof. The authority of the Board of Directors with respect
to each series shall include, but not be limited to, determination of the
following:

(1) The designation of the series, which may be by distinguishing
number, letter or title.

(2) The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the Preferred
Stock Designation) increase or decrease (but not below the number of shares
thereof then outstanding).

(3) The amounts payable on, and the preferences, if any, of shares of
the series in respect of dividends, and whether such dividends, if any,
shall be cumulative or noncumulative.

(4) Dates at which dividends, if any, shall be payable.

(5) The redemption rights and price or prices, if any, for shares of
the series.

(6) The terms and amount of any sinking fund provided for the purchase
or redemption of shares of the series.

(7) The amounts payable on, and the preferences, if any, of shares of
the series in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation.
<PAGE> 133

(8) Whether the shares of the series shall be convertible into or
exchangeable for shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series of such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates at which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion
or exchange may be made.

(9) Restrictions on the issuance of shares of the same series or of
any other class or series.

(10) The voting rights, if any, of the holders of shares of the
series.

The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Except as may be provided in this Certificate of
Incorporation or in a Preferred Stock Designation, the holders of shares of
Common Stock shall be entitled to one vote for each such share upon all
questions presented to the stockholders, the Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes, and holders of Preferred Stock shall not be entitled to receive notice
of any meeting of stockholders at which they are not entitled to vote.

The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall have
notice thereof, except as expressly provided by applicable law.

ARTICLE V

In furtherance of, and not in limitation of, the powers conferred by law,
the Board of Directors is expressly authorized and empowered:

(1) to adopt, amend or repeal the Bylaws of the Corporation; provided,
however, that the Bylaws adopted by the Board of Directors under the powers
hereby conferred may be amended or repealed by the Board of Directors or by
the stockholders having voting power with respect thereto, provided further
that, in the case of amendments by stockholders, the affirmative vote of
the holders of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class, shall be
required in order for the stockholders to alter, amend or repeal any
provision of the Bylaws or to adopt any additional Bylaw; and

(2) from time to time to determine whether and to what extent, and at
what times and places, and under what conditions and regulations, the
accounts and books of the Corporation, or any of them, shall be open to
inspection of stockholders; and, except as so determined or as expressly
provided in this Certificate of Incorporation or in any Preferred Stock
Designation, no stockholder shall have any right to inspect any account,
book or document of the Corporation other than such rights as may be
conferred by applicable law.

The Corporation may in its Bylaws confer powers upon the Board of Directors
in addition to the foregoing and in addition to the powers and authorities
expressly conferred upon the Board of Directors by applicable law.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, and in addition to approval by the Board of Directors, the affirmative
vote of the holders of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class, shall be required
to amend, repeal or adopt any provision inconsistent with paragraph (1) of this
Article V. For the purposes of this Certificate of Incorporation, "Voting Stock"
shall mean the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors.

ARTICLE VI

Subject to the rights of the holders of any series of Preferred Stock or
any other series or class of stock as set forth in the Certificate of
Incorporation, 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

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and may not be effected by any consent in writing in lieu of a meeting of such
stockholders. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, and in addition to approval by the Board of
Directors, the affirmative vote of at least 80 percent of the voting power of
the then outstanding Voting Stock, voting together as a single class, shall be
required to amend, repeal or adopt any provision inconsistent with this Article
VI.

ARTICLE VII

Subject to the rights of the holders of any series of Preferred Stock or
any other series or class of stock as set forth in the Certificate of
Incorporation to elect additional directors under specified circumstances, the
number of directors of the Corporation shall be fixed by the Bylaws of the
Corporation and may be increased or decreased from time to time in such a manner
as may be prescribed by the Bylaws.

Unless and except to the extent that the Bylaws of the Corporation shall so
require, the election of directors of the Corporation need not be by written
ballot.

The directors, other than those who may be elected by the holders of any
series of Preferred Stock or any other series or class of stock as set forth in
the Certificate of Incorporation, shall be divided into three classes, as nearly
equal in number as possible. One class of directors shall be initially elected
for a term expiring at the annual meeting of stockholders to be held in 1997,
another class shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 1998, and another class shall be initially
elected for a term expiring at the annual meeting of stockholders to be held in
1999. Members of each class shall hold office until their successors are elected
and qualified. At each annual meeting of the stockholders of the Corporation
commencing with the 1997 annual meeting, (1) directors elected to succeed those
directors whose terms then expire shall be elected by a plurality vote of all
votes cast at such meeting to hold office for a term expiring at the third
succeeding annual meeting of stockholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified, and (2) only if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.

Subject to the rights of the holders of any series of Preferred Stock, or
any other series or class of stock as set forth in this Certificate of
Incorporation, to elect additional directors under specified circumstances, and
unless the Board of Directors otherwise determines, vacancies resulting from
death, resignation, retirement, disqualification, removal from office or other
cause, and newly created directorships resulting from any increase in the
authorized number of directors, may be filled only by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board of
Directors, and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires and until such director's successor shall have
been duly elected and qualified. No decrease in the number of authorized
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

Subject to the rights of the holders of any series of Preferred Stock or
any other series or class of stock as set forth in the Certificate of
Incorporation to elect additional directors under specified circumstances, any
director may be removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least 80 percent of the voting power
of the then outstanding Voting Stock, voting together as a single class.

Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, and in addition to approval by the Board of Directors, the
affirmative vote of the holders of at least 80 percent of the voting power of
the then outstanding Voting Stock, voting together as a single class, shall be
required to amend, repeal or adopt any provision inconsistent with this Article
VII.

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ARTICLE VIII

(1) Vote Required for Certain Business Combinations.

(a) Higher Vote for Certain Business Combinations. In addition to any
affirmative vote required by law or this Certificate of Incorporation, and
except as otherwise expressly provided in Section 2 of this Article VIII:

(i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested Stockholder
(as hereinafter defined), or (b) any other corporation (whether or not
itself any Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) of an
Interested Stockholder; or

(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, including all Affiliates of the Interested
Stockholder, of any assets of the Corporation or any Subsidiary having
an aggregate Fair Market Value (as hereinafter defined) of $10,000,000
or more; or

(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,
including all Affiliates of the Interested Stockholder, in exchange for
cash, securities or other property (or a combination thereof) having an
aggregate Fair Market Value of $10,000,000 or more; or

(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 Affiliates of any Interested Stockholder; or

(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 transaction (whether or not an Interested Stockholder is a party
thereto) 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 are
directly or indirectly owned by any Interested Stockholder or one or
more Affiliates of the Interested Stockholder;

shall require the affirmative vote of the holders of at least 66 2/3% of
the voting power of the then outstanding Voting Stock, voting together as a
single class, including the affirmative vote of the holders of at least
66 2/3% of the voting power of the then outstanding Voting Stock not owned
directly or indirectly by any Interested Stockholder or any Affiliate of
any Interested Stockholder, unless the requirement of such vote is not
permitted under Delaware law. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be permitted, by law or in any agreement with any national
securities exchange or otherwise.

(b) Definition of "Business Combination." The term "Business
Combination" as used in this Article VIII shall mean any transaction
described in any one or more of clauses (i) through (v) of paragraph (a) of
this Section (1).

(2) When Higher Vote is Not Required. The provisions of Section (1) of this
Article VIII shall not be applicable to any particular Business Combination, and
such Business Combination shall require only such affirmative vote as is
required by law or any other provision of this Certificate of Incorporation, if
the conditions specified in either of the following paragraphs (a) or (b) are
met:

(a) Approval by Continuing Directors. The Business Combination shall
have been approved by a majority of the Continuing Directors (as
hereinafter defined).

(b) Price and Procedure Requirements. All of the following conditions
shall have been met:

(i) The aggregate amount of the cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of the Business
Combination of consideration other than cash, to be

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received per share by holders of Common Stock in such Business
Combination, shall be at least equal to the highest of the following:

(A) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' 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 such 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 on the
Announcement Date or on the date on which the Interested Stockholder
became an Interested Stockholder (the "Determination Date"),
whichever is higher; and

(C) (if applicable) the price per share equal to the Fair Market
Value per share of Common Stock determined pursuant to paragraph
(b)(i)(B) above, multiplied by the ratio of (1) the highest per share
price (including any brokerage commissions, transfer taxes and
soliciting dealers' 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 (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 aggregate amount of the 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
shares of any other class, other than Common Stock or Excluded Preferred
Stock, of outstanding Voting Stock shall be at least equal to the
highest of the following (it being intended that the requirements of
this paragraph (b)(ii) shall be required to be met with respect to every
such class of outstanding Voting Stock, whether or not the Interested
Stockholder has previously acquired any shares of a particular class of
Voting Stock):

(A) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees)
paid by the Interested Stockholder for any shares of such class of
Voting Stock acquired by it (1) within the two-year period
immediately prior to the Announcement Date, or (2) in the transaction
in which it became an Interested Stockholder, whichever is higher;

(B) (if applicable) the highest preferential amount per share to
which the holders of shares of such class of Voting Stock are
entitled in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;

(C) the Fair Market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination Date,
whichever is higher; and

(D) (if applicable) the price per share equal to the Fair Market
Value per share of such class of Voting Stock determined pursuant to
paragraph (b)(ii)(C) above, multiplied by the ratio of (1) the
highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of such class of Voting Stock acquired by
it within the two-year period immediately prior to the Announcement
Date to (2) the Fair Market Value per share of such class of Voting
Stock on the first day in such two-year period upon which the
Interested Stockholder acquired any shares of such class of Voting
Stock.

(iii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock and other than
Excluded Preferred 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

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or the form used to acquire the largest number of shares of such class
of Voting Stock previously acquired by it.

(iv) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination:
(A) there shall have been no failure to declare and pay at the regular
date therefor any full quarterly dividends (whether or not cumulative)
on any outstanding preferred stock, except as approved by a majority of
the Continuing Directors; (B) there shall have been no reduction in the
annual rate of dividends paid on the Common Stock (except as necessary
to reflect any subdivision of the Common Stock), except as approved by a
majority of the Continuing Directors; (C) there shall have been an
increase in the annual rate of dividends as necessary fully to reflect
any recapitalization (including any reverse stock split), reorganization
or any similar reorganization which has the effect of reducing the
number of outstanding shares of the Common Stock, unless the failure so
to increase such annual rate is approved by a majority of the Continuing
Directors; and (D) such Interested Stockholder shall not have become the
Beneficial Owner of any additional Voting Stock except as part of the
transaction which results in such Interested Stockholder becoming an
Interested Stockholder.

(v) 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
shareholder), 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
such Business Combination or otherwise.

(vi) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations thereunder
(or any subsequent provisions replacing such Act, rules or regulations)
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 Definitions. For purposes of this Article VIII:

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

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

(i) itself, or along with its Affiliates, is the Beneficial Owner,
directly or indirectly, of more than 10% of the then 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 itself, or
along with its Affiliates, the Beneficial Owner, directly or indirectly,
of 10% or more of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any Voting
Stock which was 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.

(c) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations of the Securities Exchange
Act of 1934, as in effect on August 15, 1996. In addition, a Person shall
be the "Beneficial Owner" of any Voting Stock which such Person or any of
its Affiliates or Associates has (i) the right to acquire (whether such
right is exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise, provided that, in the case of rights issued pursuant to the
Rights Agreement between the Corporation and Wells Fargo Bank of Arizona,
N.A., as rights agent, dated as of August 15, 1996, or any successor rights
agreement, once such

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rights are exercisable, a holder thereof shall not be deemed to be a
"Beneficial Owner" for purposes of this provision of the shares of Voting
Stock issuable pursuant to such rights unless and until such holder, on or
after the date that such rights become exercisable, acquires any additional
such rights or shares of Voting Stock, or (ii) the right to vote pursuant
to any agreement, arrangement or understanding (but neither such Person nor
any such Affiliate or Associate shall be deemed to be the Beneficial Owner
of any shares of Voting Stock solely by reason of a revocable proxy granted
for a particular meeting of stockholders, pursuant to a public solicitation
of proxies for such meeting, and with respect to which shares neither such
Person nor any such Affiliate or Associate is otherwise deemed the
Beneficial Owner).


(d) For the purpose of determining whether a Person is an Interested
Stockholder pursuant to paragraph (b) of this Section (3), the number of
shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph (c) of this Section (3) but shall
not include any other shares of Voting Stock which may be issuable pursuant
to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options or otherwise.


(e) "Affiliate" and "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 August 15, 1996.

(f) "Subsidiary" shall mean any corporation of which a majority of any
share 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 in paragraph (b) of this Section (3), the
term "Subsidiary" shall mean only a corporation of which a majority of each
share of equity security is owned, directly or indirectly, by the
Corporation.

(g) "Continuing Director" shall mean any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated with the
Interested Stockholder and was a member of the Board prior to the time that
the Interested Stockholder became an Interested Stockholder, and any
director who is thereafter chosen to fill any vacancy on the Board or who
is elected and who, in either event, is unaffiliated with the Interested
Stockholder and in connection with his or her initial assumption of office
is recommended for appointment or election by a majority of Continuing
Directors then on the Board.

(h) "Fair Market Value" shall mean (i) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding
the date in question of a share of such stock on the Composite Tape for New
York Stock Exchange listed stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such exchange, the highest
closing bid quotation with respect to a share of such stock during the
30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. National Market System, or, if such stock is not
quoted thereon, on the National Association of Securities Dealers, Inc.
Automated Quotations System or any system then in use in its stead, or if
no such quotations are available, the fair market value on the date in
question of a share of such stock as determined by the Board in accordance
with Section (4) of this Article VIII; and (ii) in the case of property
other than cash or stock, the fair market value of such property on the
date in question as determined by the Board in accordance with Section (4)
of this Article VIII.

(i) In the event of any Business Combination in which the Corporation
survives, the phrase "other consideration to be received" as used in
paragraphs (b)(i) and (ii) of Section (2) of this Article VIII shall
include the shares of Common Stock and/or the shares of any other class of
outstanding Voting Stock retained by the holders of such shares.

(j) "Excluded Preferred Stock" means any series of Preferred Stock
with respect to which a majority of the Continuing Directors have approved
a Preferred Stock Designation creating such series that expressly provides
that the provisions of this Article VIII shall not apply.

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(4) The Continuing Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article VIII, on the basis of
information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article VIII, including, without limitation (a)
whether a Person is an Interested Stockholder, (b) the number of shares of
Voting Stock beneficially owned by any Person, (c) whether a Person is an
Affiliate or Associate of another, (d) whether the applicable conditions set
forth in paragraph (b) of Section (2) of this Article VIII have been met with
respect to any Business Combination, (e) the Fair Market Value of stock or other
property, in accordance with paragraph (h) of Section (3) of this Article VIII,
and (f) 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 $10,000,000 or more.

(5) No Effect on Fiduciary Obligations of Interested Stockholders. Nothing
contained in this Article VIII shall be construed to relieve any Interested
Stockholder from any fiduciary obligation imposed by law.

(6) Amendment, Repeal, etc. Notwithstanding any other provisions of this
Certificate of Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that a lesser percentage may be permitted by law, this
Certificate of Incorporation or the Bylaws of the Corporation), but in addition
to any affirmative vote of the holders of any particular class of the Voting
Stock required by law or this Certificate of Incorporation and in addition to
approval by the Board of Directors, the affirmative vote of the holders of at
least 66 2/3% of the voting power of the shares of the then outstanding Voting
Stock voting together as a single class, including the affirmative vote of the
holders of at least 66 2/3% of the voting power of the then outstanding Voting
Stock not owned directly or indirectly by any Interested Stockholder or any
Affiliate of any Interested Stockholder, shall be required to amend or repeal,
or adopt any provisions inconsistent with, this Article VIII of this Certificate
of Incorporation.

ARTICLE IX

Each person who is or was or had agreed to become a director or officer of
the Corporation, or each such person who is or was serving or who had agreed to
serve at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise (including
the heirs, executor, administrators or estate of such person), shall be
indemnified by the Corporation, in accordance with the Bylaws of the
Corporation, to the fullest extent permitted from time to time by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended (but, if permitted by applicable law, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment) or any other applicable laws as presently or
hereafter in effect. The Corporation may, by action of the Board of Directors,
provide indemnification to employees and agents of the Corporation, and to
persons serving as employees or agents of another corporation, partnership,
joint venture, trust or other enterprise, at the request of the Corporation,
with the same scope and effect as the foregoing indemnification of directors and
officers. The Corporation shall be required to indemnify any person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors or is a proceeding to enforce such person's claim to
indemnification pursuant to the rights granted by this Certificate of
Incorporation or otherwise by the Corporation. Without limiting the generality
or the effect of the foregoing, the Corporation may enter into one or more
agreements with any person which provide for indemnification greater or
different than that provided in this Article IX. Any amendment or repeal of this
Article IX shall not adversely affect any right or protection existing hereunder
in respect of any act or omission occurring prior to such amendment or repeal.

ARTICLE X

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (1) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) under Section 174 of the General

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Corporation Law of the State of Delaware, or (4) for any transaction from which
the director derived an improper personal benefit. Any amendment or repeal of
this Article X shall not adversely affect any right or protection of a director
of the Corporation existing hereunder in respect of any act or omission
occurring prior to such amendment or repeal.

ARTICLE XI

Except as may be expressly provided in this Certificate of Incorporation,
the Corporation reserves the right at any time and from time to time to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation or a Preferred Stock Designation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article XI;
provided, however, that any amendment or repeal of Article IX or Article X of
this Certificate of Incorporation shall not adversely affect any right or
protection existing hereunder in respect of any act or omission occurring prior
to such amendment or repeal, and provided further that no Preferred Stock
Designation shall be amended after the issuance of any shares of the series of
Preferred Stock created thereby, except in accordance with the terms of such
Preferred Stock Designation and the requirements of applicable law.