EXHIBIT 4.1
 
                                    RESTATED
 
                          CERTIFICATE OF INCORPORATION
 
                                       of
 
                          ORBITAL SCIENCES CORPORATION
 
                   (formerly ORBITAL SCIENCES CORPORATION II)
 
         This Restated Certificate of Incorporation of Orbital Sciences
Corporation (formerly Orbital Sciences Corporation II) (the "Corporation")
restates in its entirety the Corporation's original Certificate of
Incorporation which was filed with the Office of the Delaware Secretary of
State on June 30, 1987.  This Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 245 of the Delaware
General Corporation Law, and only restates and integrates and does not further
amend the provisions of the Corporation's Certificate of Incorporation as
heretofore amended or supplemented.  There is no discrepancy between those
provisions and the provisions of this Restated Certificate.
 
         1.      The name of this Corporation is Orbital Sciences Corporation.
 
         2.      The registered office of this Corporation in the State of
Delaware is located at 1209 Orange Street, in the City of Wilmington, County of
New Castle.  The name of its registered agent at such address is The
Corporation Trust Company.
 
         3.      The purpose of this Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.
 
         4.      The name and mailing address of the incorporator is:  Debra L.
Fitzgerald, Ropes & Gray, 225 Franklin Street, Boston, Massachusetts  02110.
 
         5.      The total number of shares of stock that this Corporation
shall have authority to issue is 50,000,000 shares consisting of 40,000,000
shares of Common Stock, $.01 par value per share (the "Common Stock") and
10,000,000 shares of Preferred Stock, $.01 par value per shares (the "Preferred
Stock") which may be issued as follows:
 
         A.      The Board of Directors is authorized, subject to limitations
         prescribed by law and the provisions of this Certificate of
         Incorporation, to provide for the issuance of the shares of Preferred
         Stock in series, and by filing a certificate pursuant to the
         applicable law of the State of Delaware, to establish from time to
         time the number of shares to be included in each such series, and to
         fix the designations, powers, preferences and rights of the shares of
         each such series and the qualifications, limitations or restrictions
         thereof.  Except as may be required by law, the shares in any series
         of Preferred Stock
<PAGE>   2
         or any shares of stock of any other class need not be identical.  Such
         authority of the Board of Directors with respect to each series shall
         include, but not be limited to, determination of the following:
 
                 1.       The number of shares constituting that series and the
                 distinctive designation of that series and the stated value
                 thereof if different from the par value thereof;
 
                 2.       The dividend rate on the shares of that series,
                 whether dividends shall be cumulative, and, if so, from which
                 date or dates, and the relative rights of priority, if any, of
                 payment of dividends on shares of that series;
 
                 3.       Whether that series shall have voting rights in
                 addition to the voting rights provided by law, and, if so, the
                 terms of such voting rights;
 
                 4.       Whether that series shall have conversion or exchange
                 privileges, and, if so, the terms and conditions of such
                 conversion or exchange, including provision for adjustment of
                 the conversion or exchange rate in such events as the Board of
                 Directors shall determine;
 
                 5.       Whether or not the shares of that series shall be
                 redeemable, and, if so, the terms and conditions of such
                 redemption including the manner of selecting shares for
                 redemption if less than all shares are to be redeemed, the
                 date or dates upon or after which they 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;
 
                 6.       Whether the series shall have a sinking fund for the
                 redemption or purchase of shares of that series, and, if so,
                 the terms and amount of such sinking fund;
 
                 7.       The right of the shares of that series to the benefit
                 of conditions and restrictions upon the creation of
                 indebtedness of the Corporation or any subsidiary, upon the
                 issuance of any additional stock (including additional shares
                 of such series or any other series) and upon the payment of
                 dividends or the making of other distributions on, and the
                 purchase, redemption or other acquisition by the Corporation,
                 or any subsidiary, of any outstanding stock of the
                 Corporation;
 
                 8.       The rights of the shares of that series in the event
                 of voluntary or involuntary liquidation, dissolution or
                 winding up of the Corporation, and the relative rights of
                 priority, if any, of payment of shares of that series; and
 
 
 
 
                                     -2-
<PAGE>   3
                 9.       Any other relative, participating, optional or other
                 special rights, qualifications, limitations or restrictions of
                 that series.
 
         B.      Any preferential dividends on outstanding shares of Preferred
         Stock shall be paid, or declared and set apart for payment, before any
         dividends shall be paid or declared and set apart for payment on
         outstanding shares of Common Stock or Preferred Stock not entitled to
         preferential dividends.  If upon any voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation, the assets
         available for distribution to holders of shares of Preferred Stock of
         all series shall be insufficient to pay such holders the full
         preferential amount to which they are entitled, then such assets shall
         be distributed ratably among the shares of all series of Preferred
         Stock in accordance with the respective preferential amounts
         (including unpaid cumulative dividends, if any) payable with respect
         thereto.
 
         C.      Shares of any series of Preferred Stock which have been
         redeemed (whether through the operation of a sinking fund or
         otherwise) or which, if convertible or exchangeable, have been
         converted into or exchanged for shares of stock of any other class or
         classes shall have the status of authorized and unissued shares of
         Preferred Stock of the same series and may be reissued as a part of
         the series of which they were originally a part or may be reclassified
         and reissued as part of a new series of Preferred Stock to be created
         by resolution or resolutions of the Board of Directors or as part of
         any other series of Preferred Stock all subject to the conditions and
         the restrictions on issuance set forth in the resolution or
         resolutions adopted by the Board of Directors providing for the issue
         of any series of Preferred Stock.
 
         D.      Subject to the provisions of any applicable law, this
         Certificate of Incorporation and the resolution or resolutions
         providing for the issue of any series of Preferred Stock, the holders
         of outstanding shares of Common Stock shall exclusively possess voting
         power for the election of directors and for all other purposes, each
         holder of record of shares of Common Stock being entitled to one vote
         for each share of Common Stock standing in his name on the books of
         the Corporation.
 
         E.      Except as otherwise provided by the resolution or resolutions
         providing for the issue of any series of Preferred Stock, after
         payment shall have been made to the holders of Preferred Stock of the
         full amount of dividends to which they shall be entitled pursuant to
         the resolution or resolutions providing for the issue of any series of
         Preferred Stock, the holders of Common Stock shall be entitled, to the
         exclusion of the holders of Preferred Stock of any and all series, to
         receive such dividends as from time to time may be declared by the
         Board of Directors.
 
         F.      Except as provided by the resolution or resolutions providing
         for the issue of any series of Preferred Stock, in the event of any
         liquidation, dissolution or winding up of the Corporation, whether
         voluntary or involuntary, after payment shall have been
 
 
 
 
 
                                      -3-
<PAGE>   4
         made to the holders of Preferred Stock of the full amount to which
         they shall be entitled pursuant to the resolution or resolutions
         providing for the issue of any series of Preferred Stock, the holders
         of Common Stock shall be entitled, to the exclusion of holders of
         Preferred Stock of any and all series, to share ratably according to
         the number of shares of Common Stock held by them, in all remaining
         assets of the Corporation available for distribution.
 
         6.      Except as provided to the contrary in the provisions
establishing a class or series of stock, the amount of the authorized stock of
this Corporation of any class or classes may be increased or decreased by the
affirmative vote of the holders of a majority of the stock of this Corporation
entitled to vote.
 
         7.      The election of directors need not be by ballot unless the
By-laws shall so require.
 
         8.      In furtherance and not in limitation of the power conferred
upon the Board of Directors by law, the Board of Directors shall have power to
make, adopt, alter, amend and repeal from time to time By-laws of this
Corporation, subject to the right of the stockholders entitled to vote with
respect thereto to alter and repeal By-laws made by the Board of Directors.
 
         9.      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, except to the extent that exculpation from liability is not
permitted under the Delaware General Corporation Law as in effect at the time
such liability is determined.  No amendment or repeal of this Paragraph 9 shall
apply to or have any effect on the liability or alleged liability of any
director of this Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
 
         10.     This Corporation shall, to the maximum extent permitted under
the law of the State of Delaware as presently in effect, except for Section
145(f) of the General Corporation Law, indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a
party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was or has agreed to be a director or officer
of this Corporation or while a director or officer is or was serving at the
request of this Corporation as a director, officer, partner, trustee, employee
or agent of any corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, against
expenses (including attorney's fees and expenses), judgments, fines, penalties
and amount paid in settlement incurred in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim,
provided, however, that the foregoing shall not require this Corporation to
indemnify or advance expenses to any person in connection with any action,
suit, proceeding, claim or counterclaim initiated by or on behalf of such
person.  Such
 
 
 
 
 
                                      -4-
<PAGE>   5
indemnification shall inure to the benefit of the heirs and legal
representatives of such person.  Any person seeking indemnification under this
Paragraph 10 shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary shall be established.  Any repeal or
modification of the foregoing provisions of this Paragraph 10 shall not
adversely affect any right or protection of a director or officer of this
Corporation with respect to any acts or omissions of such director or officer
occurring prior to such repeal or modification.
 
         11.     The number of directors of this Corporation shall consist of
not less than three nor more than fifteen persons, the exact number to be fixed
from time to time by the Board of Directors pursuant to a resolution adopted by
a majority vote of the directors then in office.  The Board of Directors shall
be divided into three groups, as nearly equal in number as possible, with the
term of office of the first group to expire at the 1988 annual meeting of
stockholders, the term of office of the second group to expire at the 1989
annual meeting of stockholders and the term of office of the third group to
expire at the 1990 annual meeting of stockholders.  At each annual meeting of
stockholders following such initial grouping and election, directors shall be
elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election.  Subject to the rights of the holders of
any one or more classes of stock (other than the Corporation's Common Stock)
then outstanding which may be entitled to elect directors voting separately as
a class or classes, newly created directorships resulting from any increase in
the number of directors authorized pursuant to this Paragraph 11 or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be
filled by a majority vote of the directors then in office, and directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the group to which they have been elected
expires.  No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.  No director need
be a stockholder.  Each director shall hold office until the annual meeting of
stockholders at which his term of office expires and until his successor is
elected and qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.
 
         12.     The stockholder vote required to approve Business Combinations
shall be as set forth in this Paragraph 12 (all capitalized terms being used in
this Paragraph 12 as subsequently defined herein in this Paragraph 12).
 
 
         A.      Higher Vote for Business Combinations.  In addition to any
         affirmative vote required by law or this Certificate of Incorporation,
         and except as otherwise expressly provided in Section C of this
         Paragraph 12:
 
                 1.       any merger or consolidation of the Corporation or a
                 Subsidiary with or into a Related Person or any other
                 corporation which is, or after such merger or consolidation
                 would be, an Affiliate or Associate of a Related Person;
 
 
 
 
 
                                      -5-
<PAGE>   6
                 2.       any sale, lease, exchange, transfer or other
                 disposition (including without limitation the creation of a
                 mortgage or any other security device), in one transaction or
                 a series of transactions, of any Substantial Part of the
                 assets of the Corporation (including without limitation any
                 voting securities of a Subsidiary) or of a Subsidiary to a
                 Related Person or to an Affiliate or Associate of a Related
                 Person;
 
                 3.       any sale, lease, exchange, transfer or other
                 disposition, in one transaction or a series of transactions,
                 of the assets of a Related Person, or an Affiliate or
                 Associate of a Related Person, to the Corporation or a
                 Subsidiary in an amount which would immediately prior to such
                 transaction constitute a Substantial Part of the assets of the
                 Corporation;
 
                 4.       any issuance by the Corporation or any Subsidiary of
                 any securities of the Corporation or of a Subsidiary to a
                 Related Person or an Affiliate or Associate of a Related
                 Person, other than pursuant to an employee stock plan approved
                 by the Continuing Directors and by the stockholders of the
                 Corporation;
 
                 5.       any acquisition by the Corporation or a Subsidiary of
                 any securities of a Related Person or of an Affiliate or
                 Associate of a Related Person;
 
                 6.       any adoption of any plan or proposal for the
                 liquidation or dissolution of the Corporation proposed by or
                 on behalf of a Related Person or any Affiliate or Associate of
                 a Related Person;
 
                 7.       any reclassification of securities (including any
                 reverse stock split) or recapitalization of the Corporation or
                 any other transaction (whether or not with or into or
                 otherwise involving a Related Person) which has the effect,
                 directly or indirectly, of increasing the proportionate share
                 of the outstanding shares of any class of equity or
                 convertible securities of the Corporation or any Subsidiary
                 which is directly or indirectly owned by any Related Person or
                 any Affiliate or Associate of any Related Person;
 
                 8.       any transaction (including a merger or consolidation
                 of the Corporation with or into a Subsidiary) occurring at a
                 time when a Related Person exists in which the proportionate
                 interests of the stockholders of the Corporation in the assets
                 of the Corporation are unchanged but as a result of which the
                 provisions of this Paragraph 12 or substantially equivalent
                 provisions would thereafter cease to be in effect; and
 
                 9.       any agreement, contract or other arrangement
                 providing for any of the foregoing transactions;
 
 
 
 
 
                                      -6-
<PAGE>   7
         shall require the affirmative vote of the holders of not less than
         sixty-six and two-thirds percent (66 2/3%) of the outstanding shares
         of 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 otherwise.
 
         B.      Definitions of "Business Combinations."  The term "Business
         Combination" as used in this Paragraph 12 shall mean any transaction
         which is referred to an any one or more of paragraphs 1 through 9 of
         Section A of this Paragraph 12.
 
         C.      When Higher Vote Is Not Required.  The provisions of Section A
         of this Paragraph 12 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 any one of the following paragraphs 1, 2 and 3 are met:
 
                 1.       Approval in Advance by the Board of Directors.  The
                 Board of Directors by a vote of not less than two-thirds of
                 the Continuing Directors then holding office (a) have
                 expressly approved in advance either the acquisition of
                 outstanding shares of Voting Stock, or the issue or sale by
                 the Corporation of shares of Voting Stock, that caused the
                 Related Person to become a Related Person and (b) in advance
                 of such acquisition or issue or sale have expressly determined
                 that the sixty-six and two-thirds percent (66 2/3%) voting
                 requirement of Section A of Paragraph 12 shall not be
                 applicable to Business Combinations with such Related Person.
 
                 2.       Approval by Continuing Directors.  Two-thirds of the
                 Continuing Directors have approved the Business Combination.
 
                 3.       Price and Procedure Requirements.  All of the
                 following conditions are met:
 
                          (a)     The Business Combination is a merger or
                          consolidation and cash or Fair Market Value of each
                          of the property, securities or other consideration to
                          be received per share by the holders of Common Stock
                          in the Business Combination is not less than the
                          highest per share price (with appropriate adjustments
                          for recapitalizations and for stock splits, stock
                          dividends and like distributions, such distributions
                          to be valued as of the distribution date) paid by the
                          Related Person in acquiring any of its holdings of
                          Common Stock within the two-year period preceding the
                          earlier of the Business Combination or the first
                          public announcement of the proposal of the Business
                          Combination (the "Announcement Date").
 
 
 
 
 
                                      -7-
<PAGE>   8
                          (b)     The Business Combination is a merger or
                          consolidation and the cash or Fair Market Value of
                          each of the property, securities or other
                          consideration to be received per share by the holders
                          of shares of any class of outstanding Voting Stock,
                          other than Common Stock, in the Business Combination
                          is not less than the highest per share price (with
                          appropriate adjustments for recapitalizations and for
                          stock splits, stock dividends and like distributions,
                          such distributions to be valued as of the
                          distribution date) paid by the Related Person in
                          acquiring any of its holdings of such class of Voting
                          Stock within the two-year period preceding the
                          earlier of the Business Combination of the
                          Announcement Date.
 
                          (c)     After the Related Person has become a Related
                          Person and prior to the consummation of such Business
                          Combination:  (i) except as approved by two-thirds of
                          the Continuing Directors, there shall have been no
                          failure to declare and pay at the regular date
                          therefor any full dividends (whether or not
                          cumulative) on any outstanding Preferred Stock; and
                          (ii) there shall have been (a) no reduction in the
                          annual rate of frequency of dividends paid on the
                          Common Stock (except as necessary to reflect any
                          subdivision of the Common Stock), except as approved
                          by two-thirds of the Continuing Directors, and (b) an
                          increase in such annual rate of dividends as
                          necessary to reflect any reclassification of
                          securities (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 two-thirds of the Continuing Directors.
 
                          (d)     After such Related Person has become a
                          Related Person, such Related Person shall not have
                          received the benefit, directly or indirectly (except
                          proportionately as a stockholder), of any loans,
                          advances, guarantees, pledges or other financial
                          assistance or any tax credits or other tax advantages
                          provided by the Corporation or a Subsidiary.
 
                          (e)     A proxy or information statement describing
                          the proposed Business Combination and complying with
                          the requirements of the Securities Exchange Act of
                          1934 and the rules and regulations thereunder (or any
                          subsequent provisions replacing such Act, rules or
                          regulations) shall be mailed to stockholders of the
                          Corporation at least forty-five 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).
 
 
 
 
 
                                      -8-
<PAGE>   9
                 D.       Certain Definitions.  For the purpose of this
         Paragraph 13:
 
                          1.      A "Person" means any individual, firm,
                          partnership, corporation or other person or entity.
 
                          2.      "Related Person" means any Person that
                          together with its Affiliates and Associates owns in
                          the aggregate five percent (5%) or more of the
                          outstanding shares of the Voting Stock, and any
                          Affiliate or Associate of any such Person, provided
                          that "Related Person" shall not include the
                          Corporation or any Subsidiary.
 
                          3.      "Substantial Part" means assets having an
                          aggregate value in excess of five percent (5%) of the
                          total consolidated assets of the Corporation and its
                          Subsidiaries as of the end of the Corporation's most
                          recent fiscal year prior to the time the
                          determination is made.
 
                          4.      A Person shall be deemed to "own" any Voting
                          Stock:
 
                                  (a)      of which such Person or any of its
                                  Affiliates or Associates would be the
                                  beneficial owner, as such term is defined in
                                  Rule 13d-3 promulgated by the Securities and
                                  Exchange Commission  (the "Commission") under
                                  the Securities Exchange Act of 1934, as in
                                  effect on January 1, 1988; or
 
                                  (b)      of which such Person or any of its
                                  Affiliates or Associates would be the
                                  beneficial owner, as such term is defined
                                  under Section 16 of the Securities Exchange
                                  Act of 1934 and the rules of the Commission
                                  promulgated thereunder, as in effect on
                                  January 1, 1988; or
 
                                  (c)      which such Person or any of its
                                  Affiliates or Associates has the right to
                                  acquire (whether such right is exercisable
                                  immediately, only after the passage of time
                                  or upon the occurrence of a special event),
                                  pursuant to any agreement, arrangement or
                                  understanding or upon the exercise of
                                  conversion rights, exchange rights, warrants
                                  or options, or otherwise; or
 
                                  (d)      which are owned 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.
 
                          5.      For the purposes of paragraphs 3(a) and 3(b)
                          of Section C of this Paragraph 12, the term "other
                          consideration to be received" includes, without
 
 
 
 
 
                                      -9-
<PAGE>   10
                 limitation, Voting Stock retained by its existing stockholders
                 in the event of a Business Combination in which the
                 Corporation is the surviving corporation.
 
                 6.       "Continuing Director" means (a) any director who was
                 a member of the Board of Directors of the Corporation on
                 January 1, 1988, and (b) any director who was a member of the
                 Board of Directors of the Corporation immediately prior to the
                 time that any Related Person involved in the proposed Business
                 Combination became a Related Person (or, if the transaction
                 involves more than one Related Person, immediately prior to
                 the time the first of such Persons to become a Related Person
                 becomes a Related Person), and (c) any director who is not an
                 Affiliate or Associate of a Related Person and is designated
                 for his or her initial term of office by a two-thirds vote of
                 the Continuing Directors.
 
                 7.       "Affiliate" or "Associates" shall have the respective
                 meanings ascribed to such terms in Rule 12b-2 promulgated by
                 the Commission under the Securities Exchange Act of 1934, as
                 such Rule was in effect on January 1, 1988.
 
                 8.       "Voting Stock" means all outstanding shares of
                 capital stock of the Corporation entitled to vote in the
                 election of directors and each reference to a proportion of
                 shares of Voting Stock shall refer to such proportion of the
                 votes entitled to be cast by such shares.
 
                 9.       "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 Related Person set forth in
                 paragraph 2 of this Section D, 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.
 
                 10.      "Fair Market Value" means:  (i) in the case of stock,
                 the highest sale price during the thirty-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 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 bid quotation with respect to a share of
                 such stock during the thirty-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 two-thirds of the Continuing Directors in good faith; and
                 (ii) in the case of property other than cash or stock,
 
 
 
 
 
                                      -10-
<PAGE>   11
                 the fair market value of such property on the date in question
                 as determined by two-thirds of the Continuing Directors in
                 good faith.
 
                 11.      "Corporation" means Orbital Sciences Corporation.
 
                 12.      "Common Stock" means any class of common stock of the
                 Corporation.
 
                 13.      "Preferred Stock" means any class of preferred stock
                 of the Corporation.
 
         E.      Powers of Continuing Directors.  Two-thirds of the Continuing
         Directors of the Corporation shall have the power and duty to
         determine, on the basis of information known to them after reasonable
         inquiry, all facts necessary to determine compliance with this
         Paragraph 12, including without limitation (1) whether a Person is a
         Related Person, (2) the number of shares of Voting Stock owned by any
         Person, (3) whether a Person is an Affiliate or Associate of another,
         (4) whether the requirements of paragraph 3 of Section C have been met
         with respect to any Business Combination, and (5) whether the assets
         which are the subject of any Business Combination have an aggregate
         Fair Market Value in excess of the amount set forth in paragraphs 2
         and 3 of Section A of this Paragraph 12 and (6) any other facts which
         two-thirds of the Continuing Directors determine to be relevant; and
         the good faith determination of two-thirds of the Continuing Directors
         on such matters shall be conclusive and binding for all the purposes
         of this Paragraph 12.
 
         F.      Amendment, Repeal, etc.  Notwithstanding the fact that a
         lesser percentage may be specified by law, this Certificate of
         Incorporation or the By-laws of this Corporation, the affirmative vote
         of the holders of not less than sixty-six and two-thirds percent (66
         2/3%) of the Voting Stock, voting together as a single class, shall be
         required to amend or repeal, or adopt any provisions inconsistent
         with, this Paragraph 12 of this Certificate of Incorporation; provided
         that this Section F shall not be applicable to any amendment to this
         Paragraph 12 of this Certificate of Incorporation, and such amendment
         shall require only such affirmative vote as is required by law and any
         other provisions of this Certificate of Incorporation, if such
         amendment shall have been approved by two-thirds of the Continuing
         Directors.
 
         13.     Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of not less
than sixty-six and two-thirds percent (66 2/3%) of the shares of the capital
stock entitled to vote for the election of directors, voting together as a
single class, shall be required to amend or to adopt any provision inconsistent
with Paragraph 9, Paragraph 10, Paragraph 11, or this Paragraph 13 of this
Certificate of Incorporation.
 
 
 
 
 
                                      -11-
<PAGE>   12
         14.     Any action required or permitted to be taken by the
stockholders of this Corporation must be effected at a duly called annual or
special meeting of stockholders of this Corporation and may not be effected by
any consent in writing by such stockholders.
 
         15.     The holders of not less than ten percent (10%) of the capital
stock of this Corporation entitled to vote for the election of directors,
voting together as a class, may request the secretary of the Corporation to
call a special meeting of the Stockholders of the Corporation for such
reasonable purpose and at such reasonable time and place as they may set forth
in their request to the secretary.
 
         16.     The books of this Corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be designated by the
Board of Directors or in the By-laws of this Corporation.
 
         IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Corporation this 7th day of February, 1990.
 
 
 
                                                 /s/ David W. Thompson       
                                             --------------------------------
                                             David W. Thompson
                                             President
Attest:
 
 
 
     /s/ Leslie Seeman              
- ------------------------------------
Leslie Seeman
Secretary