IGL

Exhibit 3.1.(a)


CERTIFICATE OF INCORPORATION
OF
IMC GLOBAL INC.
(as amended and restated though January 6, 1998)

ARTICLE FIRST

The name of the corporation is IMC Global Inc.

ARTICLE SECOND

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

ARTICLE THIRD

The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation law of the State of Delaware either alone or with others
through wholly or partially owned subsidiaries, as a partner (limited or
general) in any partnership, as a joint venturer in any joint venture, or
otherwise.

ARTICLE FOURTH

The aggregate number of shares which the Corporation shall have
authority to issue is 312,000,000 divided into 12,000,000 shares of Series
Preferred Stock, $1.00 par value per share (hereafter called "Series
Preferred Stock", and 300,000,000 shares of Common Stock, $1.00 par value
per share (hereafter called "Common Stock"). All of such shares shall be
issued as fully-paid and non-assessable shares, and the holders thereof
shall not be liable for any further payments in respect thereto.

The designations, powers, preferences and rights of the shares of each
class and the qualifications, limitations or restrictions thereof shall be
as follows:

(a) SERIES PREFERRED STOCK

The Board of Directors of the Corporation is authorized, subject to
limitations prescribed by law and the provisions of this ARTICLE FOURTH, to
provide for the issuance of the shares of the Series Preferred Stock in
series, and by filing a certificate pursuant to the Delaware General
Corporation Law, 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 or restrictions thereof. Shares of any series
of Series Preferred Stock which shall be issued and thereafter acquired by
the Corporation through purchase, redemption, exchange, conversion or
otherwise, shall return to the status of authorized but unissued Series
Preferred Stock unless otherwise provided in the resolution or resolutions
of the Board of Directors. Unless otherwise provided in the resolution or
resolutions of the Board of Directors providing for the issuance thereof,
the number of authorized shares of stock of any such series may be
increased or decreased (but not below the number of shares thereof then
outstanding) by resolution or resolutions of the Board of Directors. In
case the number of shares of any such series of Series Preferred Stock
shall be decreased, the shares representing such decrease shall, unless
otherwise provided in the resolution or resolutions of the Board of
Directors providing for the issuance thereof, resume the status of
authorized but unissued Series Preferred Stock, undesignated as to series.

(b) COMMON STOCK

1. Dividends. Subject to the rights of each series of the Series
Preferred Stock, dividends may be declared and paid or set apart for
payment upon the Common Stock out of any assets or funds of the Corporation
legally available for the payment of dividends.

2. Voting Rights. Except as otherwise expressly provided with
respect to any series of the Series Preferred Stock, the Common Stock shall
have the exclusive right to vote for the election of directors and for all
other purposes, each holder of the Common Stock being entitled to one vote
for each share thereof held.

3. Liquidation. Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, and after the holders of
the Series Preferred Stock of each series shall have been paid in full the
amount to which they respectively shall be entitled, or an amount
sufficient to pay the aggregate amount to which the holders of the Series
Preferred Stock of each series shall be entitled shall have been deposited
with a bank or trust company having its principal office in the Borough of
Manhattan, The City of New York, and having capital, surplus and undivided
profits of a least Twenty-Five Million Dollars ($25,000,000) as a trust
fund for the benefit of the holders of such Series Preferred Stock, the
remaining net assets of the Corporation shall be distributed pro rata to
the holders of the Common Stock in accordance with their respective rights
and interests, to the exclusion of the holders of such Series Preferred
Stock.

(c) GENERAL PROVISIONS

A consolidation or merger of the Corporation with or into another
Corporation or Corporations or a sale, whether for cash, shares of stock,
securities or properties, of all or substantially all of the assets of the
Corporation shall not be deemed or construed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Article.

No holder of Common Stock or Series Preferred Stock of the Corporation
shall be entitled, as such, as a matter of right, to subscribe for or
purchase any part of any new or additional issue of stock of any class or
series whatsoever or of securities convertible into stock of any class
whatsoever, whether now or hereafter authorized and whether issued for cash
or other consideration, or by way of dividend.

(d) JUNIOR PARTICIPATING PREFERRED STOCK, SERIES C:

SECTION 1. Designation and Amount. The shares of this series
shall be designated as "Junior Participating Preferred Stock, Series C"
(the "Series C Preferred Stock") and the number of shares constituting the
Series C Preferred Stock shall be 3,000,000. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of shares of Series C Preferred
Stock to a number less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into Series C Preferred
Stock.

SECTION 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series
of Preferred Stock or any other stock ranking prior and superior to the
Series C Preferred Stock with respect to dividends, the holders of shares
of Series C Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the thirtieth day of March,
June, September and December in each year (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series C Preferred Stock, in an amount (if any) per
share rounded to the nearest cent), subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of the Company or a subdivision of the outstanding shares
of Common Stock (by reclassification or otherwise), declared on the Common
Stock since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series C Preferred Stock,
In the event the Corporation shall at any time declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which holders
of shares of Series C Preferred Stock were entitled immediately prior to
such event under the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the
Series C Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock).

(C) Dividends due pursuant to paragraph (A) of this Section shall
begin to accrue and be cumulative on outstanding shares of Series C
Preferred Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of shares of Series C Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series
C Preferred Stock in an amount less than the total amount of such dividends
at the time accrued and payable on such shares shall be allocated pro rata
on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Series C Preferred Stock entitled to receive a payment
of a dividend or distribution declared thereon, which record date shall be
not more than 60 days prior to the date fixed for the payment thereof.

SECTION 3. Voting Rights. The holders of shares of Series C
Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series C Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of
a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series C Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.

(B) Except as otherwise provided in the Restated Certificate of
Incorporation of the Company, including any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or
by law, the holders of shares of Series C Preferred Stock and the holders
of shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided by law,
holders of Series C Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.

SECTION 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series C Preferred Stock as provided in Section 2 are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series C Preferred
Stock outstanding shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series C Preferred Stock;

(ii) declare or pay dividends, or make any other distributions, on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series C Preferred Stock,
except dividends paid ratably on the Series C Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then
entitled; or

(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series C Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock
of the Corporation ranking junior (as to dividends and upon dissolution,
liquidation or winding up) to the Series C Preferred Stock.

(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph
(A) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.

SECTION 5. Reacquired Shares.

Any shares of Series C Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Restated
Certificate of Incorporation of the Company, including any Certificate of
Designations creating a series of Preferred Stock or any similar stock or
as otherwise required by law.

SECTION 6. Liquidation, Dissolution or Winding Up.

Upon any liquidation, dissolution or winding up of the Corporation the
holders of shares of Series C Preferred Stock shall be entitled to receive
an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock plus an amount
equal to any accrued and unpaid dividends. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable
in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the aggregate amount to which holders of shares of
Series C Preferred Stock were entitled immediately prior to such event
under the preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which
is the number of shares of Common Stock that were outstanding immediately
prior to such event.

SECTION 7. Consolidation, Merger, etc.

In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case each share of Series C Preferred
Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series C Preferred Stock
shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.

SECTION 8. Amendment.

The Restated Certificate of Incorporation of the Corporation shall not
be amended in any manner, including in a merger or consolidation, which
would alter, change or repeal the powers, preferences or special rights of
the Series C Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a least two-thirds of the outstanding
shares of Series C Preferred Stock, voting together as a single class.

ARTICLE FIFTH
The business and affairs of the Corporation shall be managed by the
Board of Directors, and the directors need not be elected by ballot unless
required by the By-Laws of the Corporation.

ARTICLE SIXTH
Action shall be taken by stockholders of the Corporation only at
annual or special meetings of stockholders, and stockholders may not act by
written consent. Special meetings of the Corporation may be called only as
provided in the By-Laws.

ARTICLE SEVENTH
The following provisions are inserted for the regulation and conduct
of the affairs of the Corporation, and it is expressly provided that they
are intended to be in furtherance and not in limitation or exclusion of the
powers conferred by statute:

(a) The Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the Corporation.

(b) Subject to the provisions of the By-Laws, meeting of the stockholders
and directors of the Corporation for all purposes may be held at any place
within the State of Delaware and, unless otherwise provided by law, at any
place without such State.

(c) All corporate powers, including the sale, mortgage, hypothecation and
pledge of the whole or any part of the corporate property, shall be
exercised by the Board of Directors, except as otherwise expressly provided
by law.

(d) The Corporation may have one or more offices within or without the
State of Delaware and may keep the books of the Corporation, subject to the
provisions of the laws of the State of Delaware, at such place or places
within or without the State of Delaware as the Board of Directors shall
from time to time determine.

(e) The Board of Directors shall from time to time decide whether and to
what extent and at what times and under what conditions and requirements
the accounts and books of the Corporation, or any of them, except the stock
book, shall be open to the inspection of the stockholders, and no
stockholder shall have right to inspect any books or documents of the
Corporation except as conferred by the laws of the State of Delaware or as
authorized by the Board of Directors.

(f) The Board of Directors shall have power from time to time to fix and
determine and vary the amount of the working capital of the Corporation,
and to direct and determine the use and disposition of any surplus or net
profits over and above the capital stock paid in; and in its discretion the
Board of Directors may use and apply any such surplus or accumulated
profits in purchasing or acquiring bonds or other obligations of the
Corporation, to such extent and in such manner and upon such terms as the
Board of Directors shall deem expedient.

(g) Directors elected by holders of stock of the Corporation entitle to
vote generally in the election of directors may be removed at any time by a
majority vote of such stockholders, provided that such removal may only be
for cause. Directors elected by any class of stock, voting separately as a
class, may be removed only by a majority vote of such class, voting
separately as a class, so long as the voting power of such class shall
continue, provided such removal may only be for a cause.

ARTICLE EIGHTH

The Corporation shall indemnify each officer and director of the
Corporation to the fullest extent permitted by applicable law, except as
may be otherwise provided in the Corporation's By-Laws, and in furtherance
hereof the Board of Directors is expressly authorized to amend the
Corporation's By-Laws from time to time to give full effect hereto,
notwithstanding possible self-interest of the Directors in the action being
taken. The modification or repeal of this ARTICLE EIGHTH shall not
adversely affect the right to indemnification of any officer or director
hereunder with respect to any act or omission occurring prior to such
modification or repeal.

ARTICLE NINTH

(a) The number of directors of the Corporation, exclusive of
directors, if any, to be elected by the holders of one or more series of
Series Preferred Stock, shall be not less than five nor more than eighteen.
Subject to such limitation, such number may be fixed by the By-Laws, or by
action of the stockholders or of the Board of Directors under the specific
provisions of a By-Law adopted by the stockholders. The directors of the
Corporation shall be divided into three classes, as nearly equal in number
as practicable. The term of office of the first class shall expire at the
first annual meeting of stockholders succeeding the initial classification
of directors, the term of office of the second class shall expire at the
second annual meeting succeeding such classification and the term of office
of the third class shall expire at the third annual meeting succeeding such
classification. At each annual meeting, directors to replace those whose
terms of office expire at such annual meeting shall be elected to hold
office until the third succeeding annual meeting or until his successor
shall be elected and qualify or until his earlier death, resignation or
removal. If the number of directors is changed, the number of
directorships shall be apportioned among the classes as to make each class
as nearly equal in size as practicable.

(b) Any vacancies on the Board of Directors occurring for any reason,
or any newly created directorships resulting from any increase in the
number of directors, shall be filled by the Board of Directors, the
appointee to any such vacancy to serve for the unexpired portion of the
term of the director whose leaving the Board created the vacancy, and the
appointee to any newly created directorship to be assigned by the Board to
such class of the Board so as to make the classes as nearly equal in size
as practicable.

ARTICLE TENTH

(a) The affirmative vote of the holders of not less than a majority
of the Voting Stock (as hereinafter defined) of the Corporation shall be
required before the Corporation may purchase any outstanding shares of
Common Stock of the Corporation at a price known by the Corporation to be
above Market Price (as hereinafter defined) from a person known by the
Corporation to be a Selling Stockholder (a hereinafter defined), unless the
purchase is made by the Corporation on the same terms and as a result of a
duly authorized offer to purchase any and all of the outstanding shares of
Common Stock of the Corporation.

(b) For purposes of this ARTICLE TENTH:

(1) The term "Voting Stock" shall mean the outstanding shares of
stock of the Corporation entitled to vote in elections of directors of the
Corporation considered as one class.

(2) The majority vote required by Section (a), when applicable, shall
be in addition to any lesser vote or no vote required or permitted by law
or this Certificate of Incorporation exclusive of this ARTICLE TENTH and
the shares of the Selling Stockholder shall, for this purpose, be counted
as having abstained regardless of how they have been voted.

(3) The term "Market Price" shall mean the highest closing sale
price, during the thirty (30) day period immediately preceding the date in
question, of a share of the Common Stock of the Corporation on the
Composite Tape for New York Stock Exchange Issues, or, if such stock is not
quoted on the Composite Tape or 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 thirty (30) day period
preceding the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then in use, or if
no such quotations are available, the fair market value on the date in
question of a share of such stock.

(4) The term "Selling Stockholder" shall mean and include any person
who or which is the beneficial owner of in the aggregate more than three
percent (3%) of the outstanding shares of Common Stock of the Corporation
and who or which has purchased or agreed to purchase any of such shares
within the most recent two-year period (other than any stockholder who
owned in excess of 50% of the voting power of the capital stock of the
Corporation on the date of the filing of this Amended and Restated
Certificate of Incorporation).

(5) A "person" shall mean any individual, firm, partnership,
Corporation or other entity.

(6) A person shall be the "beneficial owner" of any shares of Common
Stock of the Corporation:

(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) 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 conditional or exercisable
immediately or only after the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (b) the right to
vote pursuant to any agreement, arrangement or understanding; or

(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, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing thereof.

(7) The terms "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 Act of 1934, as in effect on July 1, 1984.

(8) For the purposes of determining whether a person is a Selling
stockholder, the number of shares of Common Stock deemed to be outstanding
and the number of shares beneficially owned by the person shall include
shares respectively deemed owned through application of paragraph (6) of
this Section (b) but shall not include any other shares of Common Stock
which may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options,
or otherwise, or shares of the Selling Stockholder whose acquisition of
more than three percent of the outstanding shares of Common Stock of the
Corporation within the most recent two-year period results from other than
a purchase or agreement to purchase or vote shares of the Corporation.

(9) Nothing contained in this ARTICLE TENTH shall be construed to
relieve any Selling Stockholders from any fiduciary obligation imposed by
law.

(10) The Board of Directors of the Corporation shall have the power to
determine the application of or compliance with this ARTICLE TENTH,
including, without limitation, (a) whether a person is a Selling
Stockholder; (b) whether a person is an Affiliate or Associate of another;
(c) whether Section (a) is or has become applicable in respect of a
proposed transaction; (d) what is the Market Price and whether a price is
above Market Price; and (e) when or whether a purchase or agreement to
purchase any share or shares of Common Stock of the Corporation has
occurred and when or whether a person has become a beneficial owner of any
share or shares of Common Stock of the Corporation. Any decision or action
taken by the Board of Directors arising out of or in connection with the
construction, interpretation and effect of this ARTICLE TENTH shall lie
within their absolute discretion and shall be conclusive and binding except
in circumstances involving bad faith.

ARTICLE ELEVENTH

SECTION 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
ELEVENTH, any transaction or contract which involves or includes:

(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 an
Interested Stockholder) which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of an Interested
Stockholder; or

(ii) the issuance or transfer by the Corporation or any Subsidiary (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
$50 million 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 or any Affiliate of any Interested Stockholder in exchange for
cash, securities (to the extent the acquisition thereof does not come
within the requirements of ARTICLE TENTH) or other property (or a
combination thereof) having an aggregate Fair Market Value of $50 million
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 any Interested
Stockholder or any Affiliate 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 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 Security (as hereinafter defined) of the Corporation or any
Subsidiary which is directly or indirectly owned by any Interested
Stockholder or any Affiliate of any Interested Stockholder: shall require
the affirmative vote of the holders of at least 80% of the voting power of
the then outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors (the "Voting Stock"), voting
together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified by law or in any agreement with any national
securities exchange or this Certificate of Incorporation exclusive of this
ARTICLE ELEVENTH.

(b) Definition of "Business Combination". The term "Business
Combination" used in this ARTICLE ELEVENTH shall mean any transaction or
contract which is referred to in any one or more of clauses (i) through (v)
of paragraph (a) of this Section 1.

SECTION 2. When Higher Vote is Not Required.

The provisions of Section 1 of this ARTICLE ELEVENTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law
and any other provision of this Certificate of Incorporation, if all of the
conditions specified in either of the following paragraphs (a) or (b) are
met:

(a) Approval by Directors. The Business Combination shall have been
approved by a majority of the Disinterested 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 received per share by
holders of Common Stock in such Business Combination shall be at least
equal to the higher 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 terms of the proposed Business Combination (the
"Announcement Date") or (2) in the transaction in which it became an
Interested stockholder, whichever is higher; or

(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 (such latter date is referred to in this ARTICLE
ELEVENTH as the "Determination Date"), whichever is higher.

(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 of outstanding Voting Stock shall be at least equal to the higher of
the following (it being intended that the requirements of this
paragraph (b)(ii) shall be required to be met with respect to every 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; and

(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.

(iii) The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common 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. The price
determined in accordance with paragraph (b)(i) and (b)(ii) of this
Section 2 shall be subject to appropriate adjustment in the event of any
stock dividend, stock split, combination of shares of similar event.

(iv) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination:
(a) except as approved by a majority of the Disinterested Directors, 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
stock having preference over the Common Stock as to dividends or upon
liquidation; (b) 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 of the Common Stock), except as approved by a majority of the
Disinterested 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 any similar
transaction 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 Disinterested Directors; and (c) such
Interested Stockholder shall not have become the beneficial owner of any
additional shares of Voting Stock or securities convertible into Voting
Stock except as part of the transaction which results in such Interested
Stockholder becoming an Interest 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 stockholder), of
any loans, advances, guarantees, ledges 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 Combinations
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
public stockholders of the Corporation at least 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).

SECTION 3. Certain Definitions. For the purpose of this ARTICLE
ELEVENTH:

A. "Person" shall mean any individual, firm, Corporation or other entity.

B. "Interested Stockholder" shall mean any person (other than (i) the
Corporation, (ii) any Subsidiary or (iii) any stockholder who on the date
of the filing of this Amended and Restated Certificate of Incorporation is
then the beneficial owner, directly or indirectly, of 50% or more of the
voting power of the outstanding Voting Stock who or which:

(i) is the beneficial owner, directly or indirectly, of 20% 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 20% 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 any 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. A person shall be a "beneficial owner" of any Voting Stock:

(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) 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 the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding;

(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, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.

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" 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 July 1, 1984.

F. "Subsidiary" means any Corporation of which a majority of any
class of Equity Security is owned, directly or indirectly, by the
Corporation, provided, however, that for the purposes of the 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
class of Equity Security is owned, directly or indirectly, by the
Corporation.

G. "Fair Market Value" means: (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 issues, or, if such stock is not quoted on the Composite
Tape, or 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 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. Automated Quotations System or any system then in
use, 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
Disinterested Directors in good faith; 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 a majority of the Disinterested
Directors.

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

I. "Equity Security" shall have the meaning ascribed to such term in
Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on
July 1, 1984.

J. "Disinterested Director" means any member of the Board of
Directors who is unaffiliated with the Interested Stockholder and was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a
Disinterested Director who is unaffiliated with the Interested Stockholder
and is recommended to succeed a Disinterested Director by a majority of
Disinterested Directors then on the Board of Directors.

SECTION 4. Powers of the Board of Directors.

The Board of Directors shall have the power to interpret all of the
terms and provisions of this ARTICLE ELEVENTH, including, without
limitation, and on the basis of information known to the Board of Directors
after reasonable inquiry (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 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 $50 million or more.

SECTION 5. No Effect on Fiduciary Obligations of Interested
Stockholders.

Nothing contained in this ARTICLE ELEVENTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligations imposed by law.

SECTION 6. Amendment, Repeal, etc.

Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws (and notwithstanding the fact that a lesser
percentage may be specified by law, this Certificate of Incorporation or
the By-Laws or otherwise) the affirmative vote or consent of the holders of
80% or more of the outstanding Voting Stock voting together as a single
class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, this ARTICLE ELEVENTH or any provision hereof.

ARTICLE TWELFTH

To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or may hereafter be amended, a director of this
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. The
modification or repeal of this ARTICLE TWELFTH shall not affect the
restriction hereunder of a director's personal liability for any breach,
act or omission occurring prior to such modification or repeal.