Exhibit 3

 

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       INTERMAGNETICS GENERAL CORPORATION

                Under Section 807 of the Business Corporation Law

 

         We, the undersigned, Carl H. Rosner, Glenn H. Epstein, and Catherine E.

Arduini, being, respectively, the Chairman and Chief Executive Officer, the

President, and the Secretary of INTERMAGNETICS GENERAL CORPORATION

("Corporation"), pursuant to section 807 of the Business Corporation Law of the

State of New York, do hereby restate, certify and set forth:

 

         1. The name of the Corporation is Intermagnetics General Corporation.

 

         2. The name under which the Corporation was formed is Magnetics

International Corporation.

 

         3. The Certificate of Incorporation was filed in the office of the

Secretary of State, Albany, New York, on April 1, 1971.

 

         4. The Certificate of Incorporation, as amended heretofore, is hereby

further amended to increase the number of authorized shares of common stock,

$.10 par value per share, from 20 million to 40 million, and to delete the

requirement that the Corporation's headquarters be maintained within the City of

Albany. To effect the foregoing amendment Article THIRD shall be deleted and in

its stead substituted a new Article THIRD which shall read as follows:

 

                  "The Corporation shall have the authority to issue 40 million

                  shares of common stock, par value $.10 per share."

 

and Article FIFTH shall be deleted in its entirety, and in its stead substituted

a new Article FIFTH which shall read as follows:

 

                  "The office of the Corporation is to be located in the

                  County of Albany and State of New York."

 

         5. The stated capital of the Corporation is not changed as a result of

this amendment.

 

         6. The text of the certificate of incorporation is hereby restated and

         amended to read as herein set forth in full:

 

         FIRST: The name of the Corporation is INTERMAGNETICS GENERAL

         CORPORATION.

 

         SECOND: The purposes for which it is to be formed are:

 

                  To manufacture, buy, sell, import, export, trade, and deal in

                  wire and wire products, other electrical conductors and

                  apparatus including electro magnetic devices and equipment and

                  electric and electronic components and all phases of cryogenic

                  equipment technology.

 

                  To manufacture, buy, sell, install, erect and generally deal

                  in and deal with conductors, insulators, insulating materials,

                  wires, coils, conduits, cables, fixtures, motors, instruments,

                  generators, meters, switches and all other equipment,

                  appurtenances, goods, and devices capable of being employed in

                  connection with the generation, control, storage,

                  distribution, transmission, and use of electricity; and to

                  manufacture, buy, sell, and deal in all materials

 

 

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                  used for or in connection with the manufacture of the articles

                  aforesaid, or which may be advantageously dealt in by the

                  Corporation in connection therewith.

 

                  To manufacture, make, buy, sell, exchange, install, repair,

                  service, supply, exploit, develop, protect, and generally

                  trade and deal in (as principal or agent) products, processes

                  and techniques of all kinds pertaining or related to or

                  connected with superconductivity, magnetics, electronics,

                  cryogenic and related industries, including without

                  limitation, equipment, parts and components for industrial and

                  military electronics, transistors, electrical components, and

                  all other conductors and superconductors of every kind and

                  description.

 

                  To acquire, by purchase, lease or otherwise, equip, maintain

                  and operate a general machine shop. To manufacture tools,

                  machinery, mechanical equipment, furnaces, cryogenic

                  equipment, motors and all things made wholly or partly from

                  metals. To do repairing, welding, brazing, soldering,

                  polishing, molding, canting, patternmaking, blacksmithing,

                  lacquering, enameling, metal stamping and cutting, electrical

                  work of all kinds. To engage in all kinds of mechanical and

                  manufacturing business.

 

                  To sell, manage, improve, assign, transfer, convey, lease,

                  sub-lease, pledge or otherwise alienate or dispose of, and to

                  mortgage or otherwise encumber the land, buildings, real

                  property, chattels, real and other property of this

                  Corporation, real and personal, and wheresoever situate, and

                  any and all legal and equitable rights therein. To acquire any

                  and all property necessary to effectuate the purposes of the

                  Corporation.

 

                  To borrow money, with or without pledge of or mortgage on all

                  or any of its property, real or personal, as security and to

                  loan and advance money upon mortgages on personal and real

                  property, or on either of them.

 

                  To do, or engage in, any other lawful act or activity for

                  which a corporation may be lawfully organized under the laws

                  of the State of New York, provided that the Corporation shall

                  not do, or engage in, any act or activity which requires the

                  consent or approval of any state official, department, board,

                  agency or other body, without such consent or approval first

                  being obtained.

 

                  To have, in furtherance of its corporate purposes, all the

                  powers conferred upon corporations formed under the Business

                  Corporation Law, subject to any limitations provided by the

                  laws of the State of New York or in the Certificate of

                  Incorporation.

 

         THIRD: The Corporation shall have the authority to issue 40 million

         shares of common stock, par value $.10 per share.

 

         THIRD-A: The Corporation shall have the authority to issue 2 million

         shares of preferred stock, par value $.10 per share.

 

         The board of directors of the Corporation shall have the full authority

         permitted by law, subject to any limitations and procedures of the

         Business Corporation Law, to establish and designate one or more series

         of the preferred stock and to fix for each series the number of shares

         of the series, the designation thereof and full, limited, multiple,

         fractional or no voting rights, and such other relative rights,

         preferences and limitations of the shares of each such series as may be

         desired.

 

         THIRD-B: Pursuant to Article THIRD-A, the board of directors has

         designated 70,000 shares of preferred stock as Series A Preferred

         Stock. The designations, relative rights, preferences and limitations

         in respect of such Series A Preferred Stock of the Corporation shall be

         as follows:

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                  (a) Voting Rights.

 

                  Except as otherwise expressly required pursuant to the

                  Business Corporation Law, the holders of shares of the Series

                  A Preferred Stock shall not be entitled to vote such shares in

                  any elections or proceedings, and shall be entitled to no

                  notice of any such elections or proceedings.

 

                  (b) Dividends.

 

                  The holders of the Series A Preferred Stock shall not be

                  entitled to any preferential dividends. Notwithstanding the

                  foregoing, holders of the Series A Preferred Stock shall be

                  entitled to share ratably with the holders of the

                  Corporation's common stock, $.10 par value per share (the

                  "Common Stock"), out of funds legally available therefor, any

                  cash dividends when and if declared and paid with respect to

                  the Common Stock. In determining the ratable share of the

                  Series A Preferred Stock, each share of such Series A

                  Preferred Stock shall be deemed equal to the number of shares

                  of Common Stock issuable if such share of Series A Preferred

                  Stock had been converted as of the record date for such

                  dividend into Common Stock in accordance with the terms

                  hereof. With respect to any stock dividends declared and

                  distributed with respect to the Common Stock, holders of the

                  Series A Preferred Stock shall be entitled to participate

                  through an adjustment of the Series A Redemption Price and the

                  Series A Conversion Price, as such terms are defined below, as

                  follows: the Redemption Price or the Conversion Price, as the

                  case may be, then in effect upon the record date for such

                  stock dividend shall be adjusted upward by a percentage amount

                  equal to the percentage amount of the stock dividend(s)

                  declared and payable up to the date of redemption or

                  conversion, and for which the adjustment is being calculated.

 

                  (c) Liquidation Preference.

 

                  Upon any liquidation, dissolution or winding up of the

                  Corporation, whether voluntary or involuntary, or in the event

                  of its insolvency, after the payment, or provision for

                  payment, of all debts and liabilities of the Corporation but

                  subject to the liquidation rights and preferences of any class

                  or series of Preferred Stock other than the Series A Preferred

                  Stock, any and all remaining assets available for distribution

                  shall be distributed ratably to the holders of the Series A

                  Preferred Stock and the holders of Common Stock. In

                  determining the ratable share of the Series A Preferred Stock,

                  each share of such Series A Preferred Stock shall be deemed

                  equal to the number of shares of Common Stock issuable if such

                  share of Series A Preferred Stock had been converted as of the

                  record date for such distribution into Common Stock in

                  accordance with the terms hereof.

 

                  (d) Redemption.

 

                  The Corporation shall have the right, upon approval of a

                  majority of the board of directors, to redeem the Series A

                  Preferred Stock, in whole or in part, at any time and from

                  time to time after issuance. If less than all of the

                  outstanding shares of Series A Preferred Stock are to be

                  redeemed, the shares of Series A Preferred Stock to be

                  redeemed shall be selected by the Corporation by such method

                  as the Corporation shall deem appropriate.

 

                  With respect to any redemption, the Corporation shall provide

                  to all holders of the shares of Series A Preferred Stock to be

                  redeemed, a written notice (the "Notice of Redemption") of its

                  intention to redeem such shares. Within sixty days after

                  receipt of the Notice of Redemption, the holders of the shares

                  of Series A Preferred Stock to be redeemed shall deliver such

                  certificates representing such shares of Series A Preferred

                  Stock to the Corporation for redemption and cancellation

                  against payment of the applicable redemption

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                  price. If any of the shares of Series A Preferred Stock

                  represented by a certificate so delivered to the Corporation

                  have not been called for redemption, the Corporation shall

                  issue to the holder of such certificate, upon delivery of such

                  certificate, a new certificate for such unredeemed shares of

                  Series A Preferred Stock. In the event that any holder of

                  shares of Series A Preferred Stock called for redemption shall

                  fail to deliver any certificate or certificates representing

                  such shares, such shares of Series A Preferred Stock shall be

                  deemed redeemed and canceled, and the Corporation shall set

                  aside and reserve for payment upon delivery of such

                  certificates the redemption price payable therefor.

 

                  The redemption price payable with respect to each share of

                  Series A Preferred Stock that is the subject of a Notice of

                  Redemption shall be $100 (the "Series A Redemption Price"), as

                  adjusted from time to time as provided above for any stock

                  dividends, plus all accrued and unpaid cash dividends, if any,

                  as of the date of such Notice of Redemption upon such share.

 

                  (e) Conversion.

 

                  The Corporation shall have the right, upon approval of a

                  majority of the board of directors, to convert, in accordance

                  with the terms hereof, any or all of the outstanding shares of

                  the Series A Preferred Stock into Common Stock at any time and

                  from time to time after the first anniversary of the date of

                  issuance. If less than all of the outstanding shares of Series

                  A Preferred Stock are to be converted, the shares of Series A

                  Preferred Stock to be converted shall be selected by the

                  Corporation by such method as the Corporation shall deem

                  appropriate. If the Corporation does not exercise its right to

                  redeem or convert all of the shares of Series A Preferred

                  Stock on or before November 30, 1999, then the outstanding

                  shares of Series A Preferred Stock at that time shall

                  automatically convert, in accordance with the terms hereof,

                  into Common Stock effective as of December 1, 1999. If (i) the

                  Corporation is involved in a consolidation or merger into, or

                  with, any other entity or entities other than a wholly owned

                  subsidiary, and the Corporation is not the surviving

                  corporation, or (ii) the Corporation engages in a sale,

                  transfer or other disposition of all or substantially all of

                  its assets, then the Series A Preferred Stock shall

                  automatically convert, in accordance with the terms hereof,

                  into Common Stock effective as of the day prior to the

                  effective day for such event.

 

                  With respect to any conversion, the Corporation shall provide

                  to all holders of shares of Series A Preferred Stock which are

                  to be converted a written notice (the "Notice of Conversion")

                  of its intention to convert into Common Stock such shares of

                  Series A Preferred Stock. Within sixty days after receipt of

                  the Notice of Conversion, the holders of the shares of Series

                  A Preferred Stock selected for conversion shall deliver all

                  certificates representing such shares of Series A Preferred

                  Stock to the Corporation for conversion and cancellation. The

                  Corporation shall issue and deliver, or cause to be issued and

                  delivered, to such holder, in such denomination or

                  denominations, and registered in such name or names as

                  specified in writing by such holder, a certificate or

                  certificates for the number of whole shares of Common Stock

                  issuable upon the conversion of the shares of Series A

                  Preferred Stock surrendered by such holder. Notwithstanding

                  the foregoing, the Corporation shall not be required to pay

                  any tax or duty which may be payable in respect of any

                  transfer involved in the issue and delivery of shares of

                  Common Stock in a name other than that of a holder of shares

                  of Series A Preferred Stock to be converted, and no such

                  delivery shall be made unless and until the person requesting

                  such issue has paid to the Corporation the amount of any such

                  tax or duty, or has established to the satisfaction of the

                  Corporation that such tax or duty has been paid. If any of the

                  shares of Series A Preferred Stock represented by a

                  certificate delivered to the Corporation for conversion have

                  not been selected for conversion, the Corporation shall

                  deliver to the holder of such certificate a new certificate

                  for such unconverted shares of Series A Preferred Stock. In

                  the event that any holder of shares of Series A Preferred

                  Stock selected for conversion shall fail to deliver any

<PAGE>

                  certificate or certificates representing such shares, the

                  shares of Series A Preferred Stock selected for conversion and

                  represented thereby shall be deemed converted and canceled and

                  the Corporation shall set aside and reserve for issuance upon

                  delivery of such certificates new certificates representing

                  the applicable number of shares of Common Stock.

 

                  The applicable number of shares of Common Stock into which

                  each share of Series A Preferred Stock that is the subject of

                  a Notice of Conversion shall be converted shall be equal to

                  the Series A Conversion Price, divided by the average of the

                  closing price of the Corporation's Common Stock on the

                  American Stock Exchange (or, if the Common Stock is not then

                  listed on the American Stock Exchange, on such other exchange

                  or automated quotation system upon which the Common Stock is

                  then listed or quoted) for the ten trading days immediately

                  following the fiftieth day after the date of the Notice of

                  Conversion (the "Market Price"). No fractional shares shall be

                  issued upon conversion of Series A Preferred Stock. In lieu of

                  any such fractional shares, the Corporation shall pay in cash

                  an amount equal to the fractional share multiplied by the

                  Market Price. At the time of conversion, the Corporation shall

                  pay in cash an amount equal to the value of all dividends, if

                  any, accrued and unpaid on the shares of Series A Preferred

                  Stock being converted, as of the date of such Notice of

                  Conversion.

 

                  The Series A Conversion Price shall be $100, as adjusted from

                  time to time as provided above for any stock dividends.

 

                  The Corporation will at all times reserve and keep available

                  out of its authorized Common Stock, solely for the purpose of

                  issuance on the conversion of the Series A Preferred Stock as

                  herein provided, such number of shares of Common Stock as the

                  board of directors reasonably and prudently determines, from

                  time to time, would likely be issuable upon the conversion of

                  all outstanding shares of Series A Preferred Stock. The

                  Corporation will take all such action as may be necessary to

                  assure that all such shares of Common Stock may be so issued

                  without violation of any applicable law or regulation, or of

                  any requirement of any national securities exchange upon which

                  the Common Stock may be listed.

 

                  (f) Effect of Conversion or Redemption.

 

                  Except as otherwise expressly provided herein, no share of

                  Series A Preferred Stock shall be entitled to any rights of

                  conversion, redemption or dividends accruing after the date of

                  the Notice of Redemption or Notice of Conversion, as the case

                  may be, relating to such share, and as of such date all rights

                  of the holder of such share as such holder, other than the

                  right to receive the applicable redemption price or applicable

                  number of shares of Common Stock, will cease, and such share

                  will not be deemed to be outstanding thereafter.

 

 

         FOURTH: Board of Directors

 

                  (a) Number of Directors. The board of directors of the

                  Corporation shall consist of such number of directors as shall

                  be fixed from time to time by resolution of the board adopted

                  by a vote of a majority of the entire board. No change in the

                  size of the board shall shorten or otherwise affect the term

                  of any incumbent director.

 

                  (b) Classification of Directors. The board of directors shall

                  be divided into two classes, which shall be as nearly equal in

                  number as possible. Directors of each class shall serve for a

                  term of two years and until their successors shall have been

                  elected and qualified. Except as otherwise provided by law, if

                  the number of directors is changed, any increase or decrease

                  shall be apportioned among the classes as to maintain the

                  number of directors in

<PAGE>

                  each class as nearly equal as possible. The two initial

                  classes of directors shall be comprised as follows:

 

                           Class I shall be comprised of directors who shall

                           serve until the annual meeting of shareholders in

                           1989 and until their successors shall have been

                           elected and qualified.

 

                           Class II shall be comprised of directors who shall

                           serve until the annual meeting of shareholders in

                           1990 and until their successors shall have been

                           elected and qualified.

 

                  (c) Removal of Directors. Subject to the rights of the holders

                  of any class or series of preferred stock then outstanding,

                  any director or directors of the Corporation may be removed

                  from office only for cause and only by vote of the

                  shareholders.

 

                  (d) Election of Directors. In all elections of directors of

                  this Corporation, each shareholder shall be entitled to as

                  many votes as shall equal the number of votes which (except

                  for these provisions) he would be entitled to cast for the

                  election of directors with respect to his shares multiplied by

                  the number of directors to be elected, and he may cast all of

                  such votes for a single director or may distribute them among

                  the number to be voted for, or any two or more of them, as he

                  may see fit.

 

                  (e) By-laws. By-laws may be adopted, amended or repealed by

                  the board of directors to the full extent permitted by law.

 

                  (f) Definition. As used in this Article FOURTH, "entire board"

                  means the total number of directors that the Corporation would

                  have if there were no vacancies.

 

                  (g) Preferred Stock Provisions. Notwithstanding the foregoing

                  provisions of this Article FOURTH, whenever the holders of any

                  one or more classes or series of preferred stock issued by the

                  Corporation shall have the right, voting separately by class

                  or series, to elect directors at any annual or special meeting

                  of shareholders, the election, term of office, filling of

                  vacancies and other features of such directorships shall be

                  governed by the terms of this certificate of incorporation

                  applicable thereto, and the directors so elected shall not be

                  divided into classes pursuant to this Article FOURTH unless

                  expressly provided by such terms.

 

         FIFTH: The office of the Corporation is to be located in the County of

         Albany and State of New York.

 

         SIXTH: Qualifications of Directors

 

                  (a) Nominating Procedure. A person shall not be appointed or

                  elected a director of the Corporation unless the name of such

                  person, together with such consents and information concerning

                  present and prior occupations, transactions with the

                  Corporation or its subsidiaries and other matters as may at

                  the time be required by or pursuant to the by-laws, shall have

                  been filed with the Secretary of the Corporation no later than

                  a time fixed by or pursuant to the by-laws immediately

                  preceding the annual or special meeting at which such person

                  intends to be a candidate for director.

 

                  (b) Shareholdings. It shall not be necessary that a director

                  be a shareholder.

<PAGE>

         SEVENTH: The Secretary of State is designated as agent of the

         Corporation upon whom process against it may be served. The post office

         address to which the Secretary of State shall mail a copy of any

         process against the Corporation served upon it is P.O. Box 461, Latham,

         New York 12110.

        

         EIGHTH: Shareholder Approval of Certain Corporation Action

 

                  (a) Corporate Action Recommended by Management. Whenever any

                  corporate action, other than the election of directors, is to

                  be taken by vote of the shareholders on recommendation of the

                  affirmative vote of three-quarters or more of the entire

                  board, the proposed corporate action, including a Fundamental

                  Transaction, shall be authorized upon receiving the minimum

                  vote required for the authorization of such action by law,

                  after taking into account the express terms of any class or

                  series of shares of the Corporation with respect to such vote.

 

                  (b) Other Corporate Action. Except as provided in paragraph

                  (a) of this Article EIGHTH, whenever any corporate action,

                  other than the election of directors, is to be taken by vote

                  of the shareholders, the proposed corporate action, including

                  a Fundamental Transaction, shall be authorized only upon

                  receiving at least 66 2/3 of the votes entitled to be cast by

                  the holders of all then outstanding shares of Voting Stock

                  entitled to vote on such proposed corporate action, voting

                  together as a single class, and, in addition, the affirmative

                  vote of the number or proportion of shares of any class or

                  series of shares of the Corporation, if any, as shall at the

                  time be required by law or the express terms of any such class

                  or series of shares of the Corporation.

 

                  (c) Definitions. The following terms, as used in this Article

                  EIGHTH, shall have the meanings indicated:

 

         (1) "Entire board" means the total number of directors that the

         Corporation would have if there were no vacancies.

 

         (2) "Fundamental Transaction: shall mean:

 

                  (i) any of the following, if such action is to be effected by

                  vote of the shareholders: amendment of this certificate of

                  incorporation; adoption, amendment or repeal of the by-laws;

                  or removal of one or more directors; or

 

                  (ii) any of the following, if any such transaction requires

                  the approval of the shareholders under the certificate of

                  incorporation of the Corporation as then in effect or the New

                  York Business Corporation Law as then in effect with respect

                  to the Corporation; the sale, lease, exchange or other

                  disposition of all or substantially all of the assets of the

                  Corporation; or a share exchange or merger, consolidation,

                  division, reorganization, recapitalization, dissolution,

                  liquidation or winding up of the Corporation.

 

         (3) "Voting Stock" means all shares issued from time to time under

         Articles THIRD and THIRD-A of this certificate of incorporation and

         which by their terms may be voted generally in the election of

         directors of the Corporation.

 

         NINTH: No shareholder of this Corporation shall have a preemptive right

         because of his shareholdings to have first offered to him any part of

         any of the presently authorized shares of this Corporation hereafter

         issued, optioned, or sold, or any part of any debenture, bonds, notes,

         commercial paper, or securities of this Corporation convertible into

         shares hereafter issued, optioned, or sold by the Corporation. This

         provision shall operate to defeat rights in all shares bonds, notes or

         securities of the Corporation which may be convertible into shares, and

         also to defeat preemptive rights in any and all shares and classes of

         shares and securities convertible into shares

<PAGE>

         which this Corporation may be hereafter authorized to issue by any

         amended certificate duly filed. Thus, any and all of the shares of this

         Corporation presently authorized, and any and all debentures, bonds,

         notes, commercial paper, or securities of this Corporation convertible

         into shares and any and all of the shares of this Corporation which may

         hereafter be authorized, may at any time be issued, optioned, and

         contracted for sale, and/or sold and disposed of by direction of the

         Board of Directors of this Corporation to such persons, and upon such

         terms and conditions as may to the Board of Directors seem proper and

         advisable, including offering the said shares of securities, or any

         part thereof, to existing holders.

 

         TENTH: The Corporation shall, to the fullest extent permitted by the

         general laws of the State of New York now or hereafter in force,

         indemnify any and all past, present and future directors and officers

         of the Corporation and each designated representative from and against

         any and all liabilities, including any and all judgments, fines,

         penalties, punitive damages, excise taxes assessed with respect to an

         employee benefit plan, amounts paid in settlement, costs and expenses

         (including attorneys' fees) of any nature whatsoever, incurred at any

         time in connection with any pending, threatened or completed action,

         suit or proceeding (whether commenced by or in the right of the

         Corporation, by a class of its security holders or otherwise) by reason

         of the fact that such person is or was serving as a director, officer

         or designated representative of the Corporation. Notwithstanding the

         preceding sentence, the Corporation shall not indemnify any director,

         officer or designated representative for any liability incurred in

         connection with any action, suit or proceeding initiated by such person

         unless the action, suit or proceeding is authorized, either before or

         after its commencement, by the affirmative vote of a majority of the

         directors in office. The rights granted by any provision of these

         articles to a director, officer or designated representative shall not

         be deemed exclusive of any other rights to which such person may be

         entitled under any statute, by-law, agreement, resolution of

         shareholders or directors or otherwise, shall continue as to a person

         who has ceased to be a director, officer or designated representative

         and shall inure to the benefit of the heirs, executors, administrators

         and personal representatives of such person. The board of directors of

         the Corporation may at any time adopt resolutions or by-laws, or

         authorize the Corporation to enter into agreements, providing for

         indemnification of any director, officer or designated representative

         in accordance with this article, or in addition to the indemnification

         provided herein. For purposes of this article, a "designated

         representative" shall mean any person designated as an indemnified

         representative by the board of directors of the Corporation (which may

         include, but need not be limited to, any person serving at the request

         of the Corporation as a director, officer, fiduciary or trustee of

         another corporation, partnership, joint venture, trust, employee

         benefit plan or other entity or enterprise). Each person who shall act

         as a director, officer or designated representative of the Corporation

         shall be deemed to be doing so in reliance upon the rights of

         indemnification provided by this Article. All rights to indemnification

         under this Article shall be deemed a contract between the Corporation

         and each such director, officer or designated representative, pursuant

         to which the Corporation and each such person intend to be legally

         bound. Any repeal, amendment or modification hereof shall be

         prospective only and shall not affect any rights or obligations then

         existing.

 

         ELEVENTH: (a) A director of the Corporation shall not be personally

         liable to the Corporation or its shareholders for damages (including,

         without limitation, any judgment, amount paid in settlement, fine,

         penalty, punitive damages, excise tax assessed with respect to any

         employee benefit plan, or expense of any nature (including, without

         limitation, attorneys' fees and disbursements) for any breach of duty

         in such capacity, except to the extent a judgment or other final

         adjudication adverse to the director establishes that the director is

         liable for:

 

 

                  (i) acts or omissions in bad faith or involving intentional

                  misconduct or a knowing violation of law;

<PAGE>

                  (ii) financial profit or other advantage personally gained by

                  such director to which such director was not legally entitled;

                  or

 

                  (iii) acts in violation of Section 719 of the New York

                  Business Corporation Law.

 

                   (b) An officer of this Corporation shall not be personally

         liable to the Corporation or its shareholders for damages (including,

         without limitation, any judgment, amount paid in settlement, fine,

         penalty, punitive damages, excise tax assessed with respect to an

         employee benefit plan, or expense of any nature (including, without

         limitation, attorneys' fees and disbursements) for any breach of duty

         in such capacity, except to the extent a judgment or other final

         adjudication adverse to the officer establishes that the officer is

         liable for:

 

                  (i) acts or omissions in bad faith or involving intentional

                  misconduct or a knowing violation of law; or

 

                  (ii) financial profit or other advantage personally gained by

                  such officer to which such officer was not legally entitled.

 

         (c) Each person who serves as a director or officer of this Corporation

         while this Article is in effect shall be deemed to be doing so in

         reliance on the provisions of this Article, and neither the amendment

         or repeal of this Article, nor the adoption of any provision of this

         certificate of incorporation inconsistent with this Article, shall

         apply to or have any effect on the liability or alleged liability of

         any director or officer of this Corporation for or with respect to any

         acts or omissions of such director of officer occurring prior to such

         amendment, repeal or adoption of an inconsistent provision. The

         provisions of this Article are cumulative and shall be in addition to

         and independent of any and all other limitations on or eliminations of

         the liabilities of directors or officers of this Corporation, as such,

         whether such limitations or eliminations arise under or are created by

         any statute, rule of law, by-law, agreement, vote of shareholders or

         disinterested directors or otherwise.

 

         7. The foregoing amendment of the increase in the authorized shares of

         the Corporation and restatement of the Certificate of Incorporation was

         authorized and approved by unanimous vote of the entire Board of

         Directors of the Corporation on September 11, 1997, followed by a vote

         of a majority of the Corporation's Shareholders on November 11, 1997.

         The foregoing amendment of the location of the Corporation's

         headquarters was authorized and approved by unanimous vote of the

         entire Board of Directors of the Corporation on May 18, 1998.

 

 

IN WITNESS WHEREOF, we have each signed this Restated Certificate of

Incorporation this _____ day of June 1998, and we jointly and severally affirm

the statements contained herein as true under penalty of perjury.

 

 

 

/S/ Carl H. Rosner        /S/ Glenn H. Epstein         /S/ Catherine E. Arduini

- ----------------------    --------------------------   -----------------------

Carl H. Rosner             Glenn H. Epstein            Catherine E. Arduini

As: Chairman and Chief      As:  President              As: Secretary

Executive Officer