ASCL

Exhibit 3.1

RESTATED
CERTIFICATE OF INCORPORATION
OF
ASCENTIAL SOFTWARE CORPORATION
A Delaware Corporation

The undersigned, Scott N. Semel, the Vice President, Legal, General
Counsel and Secretary of Ascential Software Corporation, a corporation organized
and existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:

FIRST: The name of the corporation is Ascential Software Corporation.

SECOND: The Corporation was originally incorporated under the name of
RDS Technology, Inc., and the original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on July 3, 1986.

THIRD: This Restated Certificate of Incorporation (the "Restated
Certificate") was duly adopted in accordance with the provisions of Section 245
of the Delaware General Corporation Law.

FOURTH: This Restated Certificate only restates and integrates and does
not further amend the provisions of the Corporation's Restated Certificate of
Incorporation, as amended and supplemented, and there is no discrepancy between
those provisions and the provisions of this Restated Certificate.

FIFTH: The text of the Restated Certificate of Incorporation of the
Corporation, as amended and supplemented, is hereby restated to read in its
entirety, as:

ARTICLE ONE

The name of the Corporation is:

Ascential Software Corporation.

ARTICLE TWO

The address of its registered office in the State of Delaware is 15
East North Street, in the City of Dover, County of Kent. The name of its
registered agent at such address is Paracorp Incorporated.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.

ARTICLE FOUR

Section 1. The total number of shares of common stock which the
Corporation shall have authority to issue is Five Hundred Million (500,000,000),
with a par value of One Cent ($.01) per share (hereinafter referred to as
"Common Stock"), and the total number of shares of preferred stock which the
Corporation shall have the authority to issue is Five Million (5,000,000), with
a par value of One Cent ($.01) per share (hereinafter referred to as "Preferred
Stock").

Section 2. The designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions of the shares of each class of
stock are as follows:

A. 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 provisions hereof and
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
other law hereafter in effect relating to the same or substantially similar
subject matter), to establish or change the number of shares to be included in
each such series and to fix the voting powers and the designations 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, which number may be
increased or decreased (but not below the number of then outstanding
shares thereof) from time to time by like action of the Board of
Directors;

(b) the rate and times at which, and the terms and conditions
on which, dividends, if any, on Preferred Stock of each series shall be
paid, the extent of the preference or relation, if any, of such
dividends to the dividends payable on any other class or classes, or
series of the same or other classes of stock, whether such dividends
shall be cumulative or non-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, including the price or prices which the
Corporation shall be obligated to pay therefor, and the terms of the
sinking fund or redemption or purchase account, if any, to be provided
for the shares of such series;

(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

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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 the voting rights provided by law, and, if so,
the terms of such voting rights (which voting rights may, without
limiting the generality of the foregoing, include the right, voting as
a series or by itself or together with other series of Preferred Stock
as a class, to elect one or more Directors of the Corporation or to
have one or more votes per share on any or all matters as to which a
stockholder vote is required or permitted);

(g) the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, or in the event of a merger, distribution or sale of
assets; and

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

The number of authorized shares of Preferred Stock may be increased or
decreased by the affirmative vote of the holders of two-thirds (2/3) or more of
the Total Voting Power of the then outstanding shares of Voting Stock,
considered for this purpose as one class and without the separate vote of
holders of Preferred Stock as a class (it being understood that for purposes of
this Article Four, each share of the Voting Stock shall have the number of votes
granted to it pursuant to this Article Four). For the purposes of this Article
Four, Section 2A: (i) the term "Total Voting Power" shall mean the aggregate of
all votes of all outstanding shares of Voting Stock; and (ii) the term "Voting
Stock" shall mean the shares of all classes of capital stock of the Corporation
entitled to vote on increasing or decreasing the number of authorized shares of
Preferred Stock.

The relative powers, preferences and rights of each series of Preferred
Stock in relation to the powers, preferences and rights of each other series of
Preferred Stock shall, in each case, be as fixed from time to time by the Board
of Directors in the resolution or resolutions adopted pursuant to authority
granted in Section 2A of this Article Four, and the consent, by class or series
vote or otherwise, of the holders of such of the series of Preferred Stock as
are from time to time outstanding shall not be required for the issuance by the
Board of Directors of any other series of Preferred Stock whether or not the
powers, preferences and rights of such other series shall be fixed by the Board
of Directors as senior to, or on a parity with, the powers, preferences and
rights of such outstanding series, or any of them; provided, however, that the
Board of Directors may provide in the resolution or resolutions as to any series
of Preferred Stock adopted pursuant to Section 2A of this Article Four that the
consent of the holders of a majority (or such greater proportion as shall be
therein fixed) of the outstanding shares of such series voting thereon shall be
required for the issuance of any or all other series of Preferred Stock.

Subject to the provisions of the foregoing paragraph of this Section
2A, shares of any series of Preferred Stock may be issued from time to time as
the Board of Directors of the Corporation shall determine and on such terms and
for such consideration as shall be fixed by the Board of Directors.

B. Common Stock

After the requirements with respect to preferential dividends on the
Preferred Stock (fixed in accordance with the provisions of Section 2A of this
Article Four), if any, shall have been met and after the Corporation shall have
complied with all the requirements, if any, with


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respect to the setting aside of sums as sinking funds or redemption or purchase
accounts (fixed in accordance with the provisions of Section 2A of this Article
Four), and subject further to any other conditions which may be fixed in
accordance with the provisions of Section 2A of this Article Four, then and not
otherwise the holders of Common Stock shall be entitled to receive such
dividends as may be declared from time to time by the Board of Directors.

After distribution in full of the preferential amount, if any (fixed in
accordance with the provisions of Section 2A of this Article Four), to be
distributed to the holders of Preferred Stock in the event of voluntary or
involuntary liquidation, distribution or sale of assets, dissolution or
winding-up, of the corporation, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation, tangible and
intangible, of whatever kind available for distribution to stockholders ratably
in proportion to the number of shares of Common Stock held by them respectively.

Except as may otherwise be required by law, each holder of Common Stock
shall have one vote in respect of each share of Common Stock held by him on all
matters voted upon by the stockholders.

Shares of Common Stock may be issued from time to time as the Board of
Directors of the Corporation shall determine arid on such terms and for such
consideration as shall be fixed by the Board of Directors.

Section 3. No holder of any shares of stock of the Corporation of any
class shall be entitled as such, as a matter of right, to subscribe for or
purchase any shares of stock of the Corporation of any class, whether now or
hereafter authorized or whether issued for cash, property or services or as a
dividend or otherwise, or to subscribe for or purchase any obligations, bonds,
notes, debentures, other securities or stock convertible into shares of stock of
the Corporation of any class or carrying or evidencing any right to purchase
shares of stock of any class.

ARTICLE FIVE

Section 1. The property, business and affairs of the Corporation, shall
be managed and controlled by the Board of Directors. The total number of
Directors of the Corporation shall be fixed by, or in the manner provided in,
the Bylaws.

Section 2. A majority of the whole Board of Directors shall constitute
a quorum for the transaction of business, and, except as otherwise provided in
this Restated Certificate or the Bylaws, the vote of a majority of the Directors
present at a meeting at which a quorum is then present shall be the act of the
Board of Directors. As used in this Restated Certificate, the term "whole Board
of Directors" is hereby exclusively defined to mean the total number of
Directors which the Corporation would have if there were no vacancies.

Section 3. The members of the Board of Directors, other than those who
may be elected by the holders of any Preferred Stock or series thereof, shall be
divided into three classes (to be designated as Class I, Class II and Class
III), with the terms of office of one class expiring each year. Subject to any
shorter or longer term which may be applicable to a director elected by any
series of Preferred Stock voting separately as a class, at each annual meeting
of stockholders the successors to the class of Directors whose term shall then
expire shall be elected to hold office for


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a term expiring at the third succeeding annual meeting and until their
respective successors shall be duly elected and qualified or until their
respective earlier resignation or removal.

Section 4. Except for directorships created pursuant to Article Four
hereof relating to the rights of holders of Preferred Stock, or any series
thereof, and except for vacancies in such directorships, any vacancies in the
Board of Directors for any reason, and any newly created directorships resulting
from any increase in the number of Directors, may be filled only by the Board of
Directors, acting by a majority of the Directors then in office, although less
than a quorum, and any Directors so chosen shall hold office until the next
election of the class for which such Directors shall have been chosen and until
their successors shall be elected and qualified. No decrease in the number of
Directors shall shorten the term of any incumbent Director.

Section 5. Notwithstanding any other provisions of this Restated
Certificate or the Bylaws of the Corporation (and notwithstanding the fact that
some lesser percentage may be specified by law, this Restated Certificate or the
Bylaws of the Corporation), any director or the entire Board of Directors of the
Corporation, except for directors elected by one or more series of Preferred
Stock, voting separately as a class, may be removed at any time, but only for
cause and only by the affirmative vote of the holders of at least a majority of
the Total Voting Power of the then outstanding shares of Voting Stock,
considered for this purpose as one class (it being understood that for purposes
of this Article Five, Section 5, each share of the Voting Stock shall have the
number of votes granted to it pursuant to Article Four of this Restated). For
the purposes of this Article Five, Section 5: (i) the term "Total Voting Power"
shall mean the aggregate of all votes of all outstanding shares of Voting Stock;
and (ii) the term "Voting Stock" shall mean the shares of all classes of capital
stock of the Corporation entitled to vote on removal of any director or the
entire Board of Directors in the manner provided in this Article Five, Section 5
(except that if the next succeeding sentence is operative, then the outstanding
shares of Preferred Stock shall not be considered "Voting Stock" for purposes of
this Article Five, Section 5). Notwithstanding the foregoing, and except as
otherwise required by law, whenever the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a class, to elect one
or more Directors of the Corporation, the provisions of this Article Five shall
not apply with respect to the Director or Directors elected by such holders of
Preferred Stock.

Section 6. There shall be no qualifications for election as Directors
of the Corporation, except that no person shall be eligible to stand for
election as a Director if he has been convicted of a felony by a court of
competent jurisdiction where such conviction is no longer subject to direct
appeal.

Section 7. Elections of Directors need not be by ballot unless the
Bylaws of the Corporation shall so provide.

Section 8. Subject to the rights of holders of Preferred Stock,
nominations for the election of Directors may be made by the Board of Directors
or a proxy committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of Directors generally. However, any
stockholder entitled to vote in the election of Directors generally may nominate
one or more persons for election as Directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (i) with respect to
an election to be held at an annual meeting of stockholders, one hundred twenty
(120) days in advance of the date of such meeting (as set forth in the
Corporation's Bylaws), and (ii) with respect to an election to be held at a
special meeting of stockholders for the


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election of Directors, the close of business on the seventh day following the
date on which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) the name and address, as they appear on the Corporation's books, of
such stockholder; (d) the class and number of shares of the Corporation which
are beneficially owned (as such term is defined in Section 4, Paragraph D of
Article Seven of this Restated Certificate) by such nominating stockholder and
each nominee proposed by such stockholder; (e) a description of all arrangements
or understandings between the nominating stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (f) such other
information regarding each nominee proposed by such stockholder as would have
been required to be included in a proxy statement filed pursuant to Regulation
14A (17 CFR 240.14a-1 et seq.) as then in effect under the Securities Exchange
Act of 1934, as amended, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (g) the consent of each nominee to
serve as a Director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

Section 9. Except as may be otherwise specifically provided in this
Article Five or in any resolution of the Board of Directors creating any series
of Preferred Stock adopted pursuant to Paragraph A of Section 2 of Article Four,
the term of office and voting power of each Director of the Corporation shall
not be greater than nor less than that of any other Director or class of
Directors of the Corporation.

ARTICLE SIX

Section 1. The original Bylaws of the Corporation shall be adopted in
any manner provided by law.

Section 2. In furtherance, and not in limitation, of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
adopt, alter, amend or repeal the Bylaws of the Corporation.

Section 3. Notwithstanding any other provisions in this Restated
Certificate or the Bylaws of the Corporation, and notwithstanding the fact that
some lesser percentage may be specified by law, the stockholders of the
Corporation shall have the power to make, adopt, alter, amend or repeal the
Bylaws of the Corporation only upon the affirmative vote of two-thirds (2/3) or
more of the Total Voting Power of the then outstanding shares of Voting Stock,
considered for this purpose as one class (it being understood that for purposes
of this Article Six, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article Four of this Restated Certificate). For
purposes of this Article Six: (i) the term "Total Voting Power" shall mean the
aggregate of all votes of all outstanding shares of Voting Stock; and (ii) the
term "Voting Stock" shall mean the shares of all classes of capital stock of the
Corporation entitled to vote on making, adopting, altering, amending or
repealing the Bylaws of the Corporation.


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ARTICLE SEVEN

Section 1. The provisions of this Article Seven shall be applicable to
certain Business Combinations (as hereinafter defined) and shall supersede any
other provision of this Restated Certificate or the Bylaws of the Corporation or
of law inconsistent therewith.

Section 2. In addition to any affirmative vote required by law or this
Restated Certificate (including, without limitation, any requirement that
Business Combinations be approved by the holders of a specified percentage of
Preferred Stock voting separately as a class) and except as otherwise expressly
provided in Section 3 of this Article Seven, any Business Combination (as
hereinafter defined) shall require the affirmative vote of the holders of at
least two-thirds (2/3) or more of the Total Voting Power of the then outstanding
shares of Voting Stock considered for this purpose as one class (it being
understood that for purposes of this Article Seven, each share of the Voting
Stock shall have the number of votes granted to it pursuant to Article Four of
this Restated Certificate). Such affirmative vote shall be required
notwithstanding the fact that no vote may be required by law, or that a lesser
percentage may be specified by law or in any agreement with any national
securities exchange or otherwise.

Section 3. The provisions of Section 2 of this Article Seven 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 Restated Certificate, if the Business Combination
(as hereinafter defined) shall have been approved by a majority of the
Disinterested Directors (as hereinafter defined).

Section 4. For the purposes of this Article Seven:

A. "Business Combination" shall mean:

(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) 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; 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 or other property (or a combination thereof)
having an aggregate Fair Market Value of $1,000,000 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 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


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with any of its Subsidiaries or any other transaction (whether or not
with or into or otherwise involving any 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.

B. A "person" shall mean any individual, firm, corporation or other
entity.

C. "Interested Stockholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which, as of the record date for the
determination of stockholders entitled to notice of and to vote on any Business
Combination in question, or immediately prior to the consummation of any such
transaction:

(i) is the beneficial owner, directly or indirectly, of 5% or
more of the Total Voting Power of the outstanding Voting Stock,
considered for this purpose as one class; or

(ii) is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to either the record date for the
determination of stockholders entitled to notice of and to vote on any
Business Combination in question or the consummation of any such
transaction, was the beneficial owner, directly or indirectly, of 5% or
more of the Total Voting Power of the then outstanding Voting Stock,
considered for this purpose as one class; 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 either the record date for the
determination of stockholders entitled to notice of and to vote on any
Business Combination in question or the consummation of any such
transaction, 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.

D. 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), directly or indirectly, through any contract,
arrangement, understanding or relationship, owns or has or shares the
power to vote or to direct the voting of, or the power to dispose or to
direct the disposition of, shares of such stock, or owns, has or shares
the right to receive or the power to direct the receipt of dividends
from or the proceeds from the sale of such stock; or

(ii) with respect to which such person or any of its
Affiliates or Associates has the right to acquire, directly or
indirectly, through any contract, arrangement, understanding or
relationship, owns or has or shares the power to vote or to direct the
voting of, or the power to dispose or to direct the disposition of,
shares of such stock, or owns, has or shares the right to receive or
the power to direct the receipt of dividends from or the proceeds from
the sale of such stock (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


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(iii) which are beneficially owned (as defined in (i) or (ii)
above), 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.

E. For the purpose of determining whether a person is an Interested
Stockholder pursuant to paragraph C of this Section 4, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph D of this Section 4 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.

F. "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 January 1, 1988.

G. "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 C of this Section 4, 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.

H. "Disinterested Director" means any member of the Board of Directors
who is not an Interested Stockholder or an Affiliate of an 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 not an Interested Stockholder or an Affiliate
of an Interested Stockholder and is recommended to succeed a Disinterested
Director by a majority of the Disinterested Directors then on the Board of
Directors; provided, however, that the directors of the Corporation elected at
the meeting of the Corporation's stockholders at which directors of the
Corporation were first elected as members of a classified Board of Directors,
and any successor of any such person who is recommended by a majority of such
persons or any such successors, are hereby deemed to be "Disinterested
Directors".

I. "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-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. 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 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 on the date in question as determined by the Board of Directors in good
faith.

J. "Equity Security" shall have the meaning ascribed to such term in
Section 3(a)(ii) of the Securities Exchange Act of 1934, as in effect on January
1, 1988.


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K. "Voting Stock" shall mean the shares of all classes of capital stock
of the Corporation entitled to vote on a Business Combination.

L. "Total Voting Power" shall mean the aggregate of all votes of all
outstanding shares of Voting Stock.

Section 5. A majority of the Disinterested Directors shall have the
power and duty to determine for the purposes of this Article Seven, on the basis
of information known to them 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 $1,000,000 or more. A
majority of the Disinterested Directors shall have the further power to
interpret all of the terms and provisions of this Article Seven and any
interpretation approved by a majority of the Disinterested Directors shall be
final and conclusive.

Section 6. Nothing contained in this Article Seven shall be construed
to relieve any Interested Stockholder from any fiduciary obligation imposed by
law.

ARTICLE EIGHT

The Corporation may agree to the terms and conditions upon which any director,
officer, employee or agent accepts his office or position and in its bylaws, by
contract or in any other manner may agree to indemnify and protect any director,
officer, employee or agent of the Corporation, or any person who serves 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
fullest extent not prohibited by the laws of the State of Delaware; provided,
however, that the only limitation upon the power granted to the Corporation by
this paragraph shall be a prohibition against indemnification of any person from
or on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.

Without limiting the generality of the foregoing provisions of this
Article Eight, to the fullest extent permitted or authorized by the laws of the
State of Delaware, including without limitation the provisions of subsection
(b)(7) of Section 102, Title 8 of the Delaware Code as now in effect and as it
may from time to time hereafter be amended, no director of the Corporation shall
be personally liable to the Corporation or to its stockholders for monetary
damages for breach of fiduciary duty as a director.

ARTICLE NINE

Except as may be otherwise provided by statute, the Corporation shall
be entitled to treat the registered holder of any shares of the Corporation as
the owner of such shares and of all rights derived from such shares for all
purposes, and the Corporation shall not be obligated to recognize any equitable
or other claim to or interest in such shares or rights on the part of any other
person, including, but without limiting the generality of the term "person," a
purchaser, pledgee, assignee or transferee of such shares or rights, unless and
until such person becomes the registered holder of such shares. The foregoing
shall apply whether or not the Corporation shall have either actual or
constructive notice of the interest of such person.


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ARTICLE TEN

The books of the Corporation may be kept (subject to any provision
contained in the statutes of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the Bylaws of the Corporation.

ARTICLE ELEVEN

The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation and subject to Article Twelve of
this Restated Certificate.

ARTICLE TWELVE

None of the provisions of Articles Four, Five, Six, Seven, Eleven,
Thirteen or this Article Twelve may be amended, altered, changed or repealed
except upon the affirmative vote at any annual or special meeting of the
stockholders, of the holders of at least two-thirds (2/3) or more of the Total
Voting Power of the then outstanding shares of Voting Stock, considered for this
purpose as one class (it being understood that for the purpose of this Article
Twelve, each share of Voting Stock shall have the number of votes granted to it
pursuant to Article Four of this Restated Certificate), nor shall new provisions
to this Restated Certificate be adopted or existing provisions to this Restated
Certificate be amended, altered or repealed which in either instance are in
conflict or inconsistent with Articles Four, Five, Six, Seven, Eleven, Thirteen
or this Article Twelve except upon such two-thirds (2/3) or more stockholder
vote. Any inconsistency developing between the provisions of a Bylaw and any
provisions of this Restated Certificate shall be controlled by this Restated
Certificate.

ARTICLE THIRTEEN

Section 1. No action required or permitted to be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, and the power of stockholders to consent in writing, without a meeting,
to the taking of any action is specifically denied.

Section 2. Except as otherwise required by law and subject to the
rights, if any, of the holders of Preferred Stock or any series thereof, special
meetings of the stockholders of the Corporation may be called only by the
Chairman of the Board of Directors, the President of the Corporation or the
Board of Directors pursuant to a resolution approved by a majority of the whole
Board of Directors.