RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            ROCKWELL AUTOMATION, INC.

 

FIRST:  The name of the Corporation is

 

                            ROCKWELL AUTOMATION, INC.

 

SECOND: The Corporation's registered office in the State of Delaware is located

at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name

and address of its registered agent is The Corporation Trust Company,

Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

THIRD: The nature of the business, or objects or purposes to be transacted,

promoted or carried on, are: To engage in any lawful act or activity for which

corporations may be organized under the General Corporation Law of Delaware.

 

FOURTH: The total number of shares of all classes of stock which the Corporation

shall have the authority to issue is 1,125,000,000, of which 25,000,000 shares

without par value are to be of a class designated Preferred Stock, 1,000,000,000

shares of the par value of $1 each are to be of a class designated Common Stock,

and 100,000,000 shares of the par value of $1 each are to be of a class

designated Class A Common Stock, subject, however, to the provisions of

paragraph 3.4 below.

 

In this Article Fourth, any reference to a section or paragraph, without further

attribution, within a provision relating to a particular class of stock is

intended to refer solely to the specified section or paragraph of the other

provisions relating to the same class of stock.

 

        COMMON STOCK AND CLASS A COMMON STOCK

 

        The Common Stock and Class A Common Stock shall have the following

        voting powers, designations, preferences and relative, participating,

        optional and other special rights, and qualifications, limitations or

        restrictions thereof:

 

        1.  Dividends.

 

        1.1. Whenever the full dividends upon any outstanding Preferred Stock

        for all past dividend periods shall have been paid and the full

        dividends thereon for the then current respective dividend periods shall

        have been paid, or declared and a sum sufficient for the respective

        payments thereof set apart, the holders of shares of the Common Stock

        and Class A Common Stock shall be entitled to receive such dividends and

        distributions, payable in cash or otherwise, as may be declared thereon

        by

<PAGE>

         the Board of Directors from time to time out of assets or funds of the

         Corporation legally available therefor, provided that all such

         dividends or distributions shall be paid or made in equal amounts,

         share for share, to the holders of the Common Stock and Class A Common

         Stock as if a single class, except that (a) in the event that any

         dividend shall be declared in shares of Common Stock or Class A Common

         Stock, such dividend shall be declared at the same rate per share on

         Common Stock and Class A Common Stock, but the dividend payable on

         shares of Common Stock shall be payable in shares of Common Stock, and

         the dividend payable on shares of Class A Common Stock shall be payable

         in shares of Class A Common Stock; and (b) any dividend described in

         paragraph 1.2 below may be paid as therein described. If the

         Corporation shall in any manner split, subdivide or combine the

         outstanding shares of Common Stock or Class A Common Stock, the

         outstanding shares of the other such class of stock shall be split,

         subdivided or combined in the same manner proportionately and on the

         same basis per share. Following the distribution of shares of Class A

         Common Stock to the holders of shares of Class A Common Stock, par

         value $1 per share, of Rockwell International Corporation, a Delaware

         corporation ("Oldco Class A Common Stock"), on the record date fixed

         for determining the holders thereof entitled to receive the

         distribution (such record date being herein referred to as the

         "Distribution Record Date"), the Corporation shall not issue any shares

         of Class A Common Stock except (x) pursuant to this paragraph 1.1; (y)

         upon exercise of employee stock options (whether or not outstanding or

         exercisable on the Distribution Record Date); and (z) in connection

         with any contribution made by the Corporation to any employee benefit

         or stock ownership plan of the Corporation.

 

         1.2. In the event the Corporation shall distribute to the holders of

         the shares of Common Stock and Class A Common Stock the common stock or

         substantially equivalent equity securities of any subsidiary of the

         Corporation, the Board of Directors shall have power, but shall not be

         obligated, to capitalize or recapitalize such subsidiary with classes

         of common equity having the powers, designations, preferences, and

         relative, participating, optional, or other special rights and

         qualifications, limitations, and restrictions thereof, corresponding,

         respectively, insofar as practicable, to those of the Common Stock and

         the Class A Common Stock, and the Board of Directors of the Corporation

         shall have the power, but shall not be obligated, to distribute to the

         holders of shares of the Common Stock, the shares of the subsidiary

         with rights corresponding to those of the Common Stock, and to

         distribute to the holders of shares of the Class A Common Stock, the

         shares of the subsidiary with rights corresponding to those of the

         Class A Common Stock; provided, that holders of shares of Common Stock

         and holders of shares of Class A Common Stock shall respectively

         receive the same number of shares of such subsidiary per share of

         Common Stock and per share of Class A Common Stock held.

<PAGE>

        2.  Rights on Liquidation. In the event of any liquidation, dissolution

        or winding-up of the Corporation, whether voluntary or involuntary,

        after the payment or setting apart for payment to the holders of any

        outstanding Preferred Stock of the full preferential amounts to which

        such holders are entitled as herein provided or referred to, all of the

        remaining assets of the Corporation shall belong to and be distributable

        in equal amounts per share to the holders of the Common Stock and the

        holders of Class A Common Stock, as if such classes constituted a single

        class. For purposes of this paragraph 2, a consolidation or merger of

        the Corporation with any other corporation, or the sale, transfer or

        lease of all or substantially all its assets shall not constitute or be

        deemed a liquidation, dissolution or winding-up of the Corporation.

 

        3.  Conversion of Class A Common Stock.

 

        3.1. The holders of Class A Common Stock shall have the right, at their

        option, to convert any or all such shares into shares of Common Stock of

        the Corporation on the following terms and conditions:

 

               (i) Each share of Class A Common Stock shall be convertible, at

               any time, at the office of any transfer agent for shares of

               Common Stock of the Corporation, and at such other place or

               places, if any, as the Board of Directors may determine, into one

               fully paid and nonassessable share of Common Stock of the

               Corporation upon surrender at such office or other place of the

               certificate or certificates representing the shares of Class A

               Common Stock so to be converted. In no event, upon conversion of

               any shares of Class A Common Stock into shares of Common Stock,

               shall any allowance or adjustment be made in respect of dividends

               on the Class A Common Stock or the Common Stock.

 

               (ii) Shares of Class A Common Stock shall be deemed to have been

               converted and the person converting the same shall become a

               holder of shares of Common Stock for the purpose of receiving

               dividends and for all other purposes whatsoever as of the date

               when the certificate or certificates for the shares of Class A

               Common Stock to be converted are surrendered to the Corporation

               as provided in paragraph 3.1(v).

 

               (iii) A number of shares of Common Stock sufficient to provide,

               upon the basis hereinbefore set forth, for the conversion of all

               shares of the Class A Common Stock outstanding shall at all times

               be reserved by the Corporation for the exercise of the conversion

               rights of the holders of shares of the Class A Common Stock.

 

               (iv) If the Corporation shall, at any time, be consolidated or

               merged with, or shall sell its property as an entirety or

               substantially as an

<PAGE>

                entirety to, any other corporation or corporations, or in the

                event of any recapitalization or reclassification of its shares,

                proper provisions shall be made as a part of the terms of each

                such consolidation, merger, sale, recapitalization or

                reclassification so that the holder of any shares of the Class A

                Common Stock outstanding immediately prior to such

                consolidation, merger, sale, recapitalization or

                reclassification shall thereafter be entitled to and only

                entitled to conversion rights upon the terms and with respect to

                such securities of the consolidated, merged or purchasing

                corporation, or with respect to such securities issued upon such

                recapitalization or reclassification, as such holder would have

                been entitled to receive upon such consolidation, merger, sale,

                recapitalization or reclassification if such holder had

                exercised the conversion privilege immediately prior thereto.

                The provisions of this paragraph 3.1(iv) shall similarly apply

                to successive consolidations, mergers, sales, recapitalizations

                or reclassifications.

 

                (v) Before any holder of Class A Common Stock shall be entitled

                to convert the same into Common Stock, he shall surrender his

                certificate or certificates for such Class A Common Stock to the

                Corporation at the office of a transfer agent for the Common

                Stock, or at such other place or places, if any, as the Board of

                Directors may determine, duly endorsed or accompanied if

                appropriate by duly executed instruments of transfer and shall

                give written notice to the Corporation at said office or place

                that he elects so to convert the shares of Class A Common Stock

                represented by the certificate or certificates so surrendered.

                Unless the Common Stock is to be issued in the name of the

                registered owner of the certificates surrendered, the holder

                shall state in writing the name or names in which he wishes the

                certificate or certificates for Common Stock to be issued, and

                shall furnish all requisite stock transfer and stock issuance

                tax stamps, or funds therefor. The Corporation shall as soon as

                practicable after such deposit of certificates for Class A

                Common Stock, accompanied by the written notice above

                prescribed, issue and deliver, at the office or place at which

                such certificates were deposited, to the person for whose

                account Class A Common Stock was so surrendered, or to his

                nominee or nominees, certificates for the number of full shares

                of Common Stock to which he shall be entitled as aforesaid.

 

        3.2. All outstanding shares of Class A Common Stock shall automatically,

        without any act or deed on the part of the Corporation or any other

        person, be converted into shares of Common Stock on a share-for-share

        basis (i) at any time after the Distribution when the total number of

        shares of Class A Common Stock outstanding and reserved for issuance

        upon exercise of employee stock options is less than 10,000,000; (ii) on

        February 23, 1997, the tenth anniversary of the record date for the

        initial issuance of Oldco

<PAGE>

        Class A Common Stock unless prior thereto the Board of Directors shall

        have extended the date for such conversion on one or more occasions but

        in no event to a date later than February 23, 2002; (iii) if at any time

        the Board of Directors, in its sole discretion, determines that there

        has been a material adverse change in the liquidity, marketability, or

        market value of the outstanding Common Stock due to a delisting of the

        Common Stock from a national securities exchange or a national

        over-the-counter listing or due to requirements under applicable state

        securities laws in any such case attributable to the existence of the

        Class A Common Stock; or (iv) if the Board of Directors, in its sole

        discretion, elects to effect a conversion in connection with its

        approval of any sale or lease of all or substantially all of the

        Corporation's assets or any merger, consolidation, liquidation or

        dissolution of the Corporation. In the event of any such automatic

        conversion, each stock certificate theretofore representing Class A

        Common Stock will thereafter represent the same number of shares of

        Common Stock.

 

        3.3. The provisions of this paragraph 3 shall be in addition to the

        provisions of paragraphs 5.1(i)(A)(3), 5.1(ii) and 5.1(iv), which

        require automatic conversion of Class A Common Stock in the

        circumstances provided therein.

 

        3.4. Shares of the Class A Common Stock converted into Common Stock as

        provided in paragraph 3.1 or paragraph 5 shall resume the status of

        authorized but unissued shares of Class A Common Stock. Upon any

        automatic conversion of Class A Common Stock into Common Stock pursuant

        to paragraph 3.2, the Class A Common Stock shall no longer be authorized

        for issuance.

 

        4.  Voting.

 

        4.1. Except as otherwise provided by the laws of the State of Delaware

        or by this Article Fourth, each share of Common Stock shall entitle the

        holder thereof to one vote.

 

        4.2. Except as otherwise provided by the laws of the State of Delaware

        or by this Article Fourth, each share of Class A Common Stock shall

        entitle the holder thereof to ten votes. Except as otherwise provided

        herein or required by law, holders of Common Stock and Class A Common

        Stock shall at all times vote on all matters (including the election of

        directors) together as one class and together with the holders of any

        other series or class of stock of the Corporation accorded such class

        voting right.

 

        4.3. The affirmative vote of the holders of a majority of the

        outstanding shares of Common Stock and of Class A Common Stock, each

        voting separately as a class, shall be required to:

<PAGE>

                (i) authorize additional shares of Class A Common Stock;

 

                (ii) modify or eliminate the last sentence of paragraph 1.1,

                above; or

 

                (iii) adopt any other amendment hereof that alters or changes

                the designations or powers or the preferences, qualifications,

                limitations, restrictions or the relative or special rights of

                either the Common Stock or the Class A Common Stock so as to

                affect holders of shares of such class adversely.

 

        5.  Limitations on Transfer and Issuance of Class A Common Stock.

 

        5.1. (i) No person holding any share of Class A Common Stock may

        transfer, and the Corporation shall not register the transfer of such

        share of Class A Common Stock or any interest therein, whether by sale,

        assignment, gift, bequest, appointment or otherwise, except to a

        "Permitted Transferee" of such person. The term "Permitted Transferee"

        shall mean only,

 

                      (A) In the case of a holder of Class A Common Stock (a

                      "Holder") who is a natural person and the holder of record

                      and beneficial owner of shares subject to a proposed

                      transfer, "Permitted Transferee" means: (1) The Holder,

                      the spouse of such Holder, any lineal descendant of a

                      grandparent of such Holder, or any spouse of such lineal

                      descendant (herein collectively referred to as "such

                      Holder's Family Members"); (2) The trustee of a trust

                      solely for the benefit of such Holder or such Holder's

                      Family Members, provided that such trust may also grant a

                      general or special power of appointment to one or more of

                      such Holder's Family Members and may permit trust assets

                      to be used to pay taxes, legacies and other obligations of

                      the trust or of the estates of one or more of such

                      Holder's Family Members payable by reason of the death of

                      any of such Family Members; (3) A corporation if all of

                      the outstanding capital stock of such corporation is

                      beneficially owned by, or a partnership if all of the

                      partners are and all of the partnership interests are

                      beneficially owned by, the Holder and his Permitted

                      Transferees determined under this paragraph 5.1(i)(A),

                      provided that if by reason of any change in the ownership

                      of such stock or partners or partnership interests, such

                      corporation or partnership would no longer qualify as a

                      Permitted Transferee of such Holder or his Permitted

                      Transferees, all shares of Class A Common Stock then held

                      by such corporation or partnership shall immediately and

                      automatically, without further act or deed on the part of

                      the

<PAGE>

                     Corporation or any other person, be converted into shares

                     of Common Stock on a share-for-share basis, and stock

                     certificates formerly representing such shares of Class A

                     Common Stock shall thereupon and thereafter be deemed to

                     represent the like number of shares of Common Stock; (4) An

                     organization established by the Holder or such Holder's

                     Family Members, contributions to which are deductible for

                     federal income, estate or gift tax purposes; or (5) The

                     executor, administrator or personal representative of the

                     estate of such Holder or the guardian or conservator of

                     such Holder adjudged disabled by a court of competent

                     jurisdiction, acting in his capacity as such.

 

                      (B) In the case of a Holder holding the shares subject to

                      a proposed transfer as trustee pursuant to a trust (other

                      than a trust described in paragraph 5.1(i)(C) below),

                      "Permitted Transferee" means (1) the person who

                      established such trust and (2) any Permitted Transferee of

                      such person determined pursuant to paragraph 5.1(i)(A)

                      above.

 

                      (C) In the case of a Holder holding shares subject to a

                      proposed transfer as trustee pursuant to a trust which was

                      irrevocable on the Distribution Record Date, "Permitted

                      Transferee" means (1) any person to whom or for whose

                      benefit principal may be distributed either during or at

                      the end of the term of such trust whether by power of

                      appointment or otherwise (excluding beneficiaries of any

                      employee benefit plan) and (2) any Permitted Transferee of

                      any such person determined pursuant to paragraph 5.1(i)(A)

                      above.

 

                      (D) In the case of a Holder which is a partnership or

                      corporation, with respect to shares of Class A Common

                      Stock beneficial ownership of which was acquired pursuant

                      to the Distribution or thereafter pursuant to a dividend

                      paid in shares of Class A Common Stock or a split,

                      subdivision or combination of shares of Class A Common

                      Stock, "Permitted Transferee" means (1) any partner of

                      such partnership, or shareowner of such corporation,

                      receiving such shares pro rata to his interest in such

                      partnership or stock ownership in such corporation on the

                      Distribution Record Date pursuant to a liquidating

                      distribution or a dividend or (2) any Permitted Transferee

                      of any partner or shareowner to the extent that he is a

                      Permitted Transferee pursuant to the foregoing clause (1)

                      determined under paragraph 5.1(i)(A) above.

<PAGE>

                      (E) In the case of a Holder which is a corporation or

                      partnership, with respect to shares of Class A Common

                      Stock other than as described in paragraph 5.1(i)(D),

                      "Permitted Transferee" means (1) any person who

                      transferred to such corporation or partnership the shares

                      that are the subject of the proposed transfer and (2) any

                      Permitted Transferee of any such person determined under

                      paragraph 5.1(i)(A) above.

 

                      (F) In the case of a Holder which is an employee benefit

                      or stock ownership plan for the benefit of employees of

                      the Corporation or any of its subsidiaries, "Permitted

                      Transferee" shall include any beneficiary of such plan to

                      whom shares of stock of the Corporation may be

                      distributed, but only as to shares so distributable.

 

                      (G) In the case of a Holder who is the executor,

                      administrator or personal representative of the estate of

                      a deceased Holder, guardian or conservator of the estate

                      of a disabled Holder or who is a trustee of the estate of

                      a bankrupt or insolvent Holder, and provided such

                      deceased, disabled, bankrupt or insolvent Holder, as the

                      case may be, was the record and beneficial owner of the

                      shares subject to a proposed transfer, "Permitted

                      Transferee" means a Permitted Transferee of such deceased,

                      disabled, bankrupt or insolvent Holder as determined

                      pursuant to paragraph 5.1(i)(A), (D) or (E) above, as the

                      case may be.

 

               (ii) Notwithstanding anything to the contrary set forth herein,

               any holder of Class A Common Stock may pledge his shares of Class

               A Common Stock to a pledgee pursuant to a bona fide pledge of

               such shares as collateral security for indebtedness due to the

               pledgee, provided that such shares may not be transferred to or

               registered in the name of the pledgee unless such pledgee is a

               Permitted Transferee. In the event of foreclosure or other

               similar action by the pledgee, such pledged shares of Class A

               Common Stock shall automatically, without any act or deed on the

               part of the Corporation or any other person, be converted into

               shares of Common Stock on a share-for-share basis, unless within

               five business days after such foreclosure or similar event such

               pledged shares are returned to the pledgor or transferred to a

               Permitted Transferee of the pledgor.

 

               (iii)  For purposes of this paragraph 5.1:

 

                      (A) The relationship of any person that is derived by or

                      through legal adoption shall be considered a natural one.

<PAGE>

                      (B) Each joint owner of shares of Class A Common Stock

                      shall be considered a Holder of such shares.

 

                      (C) A minor for whom shares of Class A Common Stock are

                      held pursuant to a Uniform Gifts to Minors Act or similar

                      law shall be considered a Holder of such shares.

 

                      (D) Unless otherwise specified, the term "person" means

                      both natural persons and legal entities.

 

               (iv) Any purported transfer of Class A Common Stock other than to

               a Permitted Transferee shall automatically, without any further

               act or deed on the part of the Corporation or any other person,

               result in the conversion of such shares into shares of Common

               Stock on a share-for-share basis, effective on the date of such

               purported transfer. The Corporation may, as a condition to

               transfer or registration of transfer of shares of Class A Common

               Stock to a purported Permitted Transferee, require that the

               record holder establish to the satisfaction of the Corporation,

               by filing with the transfer agent an appropriate affidavit or

               certificate or such other proof as the Corporation shall deem

               necessary, that such transferee is a Permitted Transferee.

 

        5.2. Anything in this Article Fourth to the contrary notwithstanding, no

        share of Class A Common Stock may be held of record but not beneficially

        by a broker or dealer in securities, a bank or voting trustee or a

        nominee of any such, or otherwise held of record but not beneficially by

        a nominee of the beneficial owner of such share other than by an

        employee benefit or stock ownership plan of the Corporation (any such

        form of holding being referred to herein as holding in "street" or

        nominee name) and the Corporation shall issue a share of Common Stock

        for each share of Class A Common Stock that would otherwise be issuable

        to such nominee in any instance in which the Corporation reasonably

        believes that the proposed record holder intends to hold any such share

        in "street" or nominee name for the beneficial owner thereof; provided,

        however, that if any person establishes to the satisfaction of the

        Corporation in accordance with this paragraph 5.2 that he is the

        beneficial owner of any such share of Class A Common Stock, the

        Corporation shall issue such share in the name of such beneficial owner.

        Any such beneficial owner who desires to have shares of Class A Common

        Stock issued in his name under the circumstances described in this

        paragraph 5.2 shall file an affidavit or certificate with the Secretary

        of the Corporation setting forth the name and address of such beneficial

        owner and certifying that he is the beneficial owner of shares of Oldco

        Class A Common Stock held in "street" or nominee name in respect of

        which the shares of Class A Common Stock are to be issued. Any such

        affidavit or certificate shall be deemed filed only if it is

        satisfactory in form to the Corporation and

<PAGE>

        received within 30 days after the Distribution Record Date. If such

        affidavit or certificate shall not establish to the satisfaction of the

        Corporation the facts stated therein, then the Corporation shall issue

        to such beneficial owner Common Stock as provided in this paragraph 5.2.

 

        5.3. The Corporation shall note on the certificates representing the

        shares of Class A Common Stock that there are restrictions on transfer

        and registration of transfer imposed by paragraphs 5.1 and 5.2.

 

        5.4.   (i) For purposes of this paragraph 5, "beneficial ownership"

               shall mean possession of the power to vote or to direct the vote

               and to dispose of or to direct the disposition of the share of

               Class A Common Stock in question, and a "beneficial owner" of a

               share of Class A Common Stock shall be the person having

               beneficial ownership thereof.

 

               (ii) The Board of Directors may, from time to time, establish

               practices and procedures and promulgate rules and regulations, in

               addition to those set forth in this Article Fourth, and amend or

               revoke any such, regarding the evidence necessary to establish

               entitlement of any transferee or purported transferee of Class A

               Common Stock to be registered as such. Should the transferee or

               purported transferee of any share wish to contest any decision of

               the Corporation on the question whether the transferee or

               purported transferee has established entitlement to be registered

               as a transferee of Class A Common Stock, then the Board of

               Directors shall in its sole discretion make the final

               determination.

 

        6. Other Matters. In case the Corporation shall at any time issue to the

        holders of its shares of Common Stock as such options or rights to

        subscribe for shares of Common Stock (including shares held in the

        Corporation's treasury) or any other security (whether of the

        Corporation or otherwise), the Corporation shall issue such options or

        rights to the holders of the Class A Common Stock in the respective

        amounts equal to the amounts that such holders would have been entitled

        to receive had their respective shares of Class A Common Stock been

        converted into Common Stock on the day prior to the date for the

        determination of the holders of Common Stock entitled to receive such

        options or rights.

 

        PREFERRED STOCK

 

        The Preferred Stock may be issued from time to time in one or more

        series. The Board of Directors is hereby authorized to provide for the

        issuance of shares of Preferred Stock in series and, by filing a

        certificate pursuant to the applicable law of the State of Delaware

        (hereinafter referred to as a "Preferred Stock Designation"), to

        establish from time to time the number of shares to be included in each

        such series, and to fix

<PAGE>

        the designation, powers, preferences and rights of the shares of each

        such series and the qualifications, limitations and restrictions

        thereof. The authority of the Board of Directors with respect to each

        series shall include, but not be limited to, determination of the

        following:

 

                  (a) the designation of the series, which may be by

                  distinguishing number, letter or title;

 

                  (b) the number of shares of the series, which number the Board

                  of Directors may thereafter (except where otherwise provided

                  in the Preferred Stock Designation) increase or decrease (but

                  not below the number of shares thereof then outstanding);

 

                  (c) whether dividends, if any, shall be cumulative or

                  noncumulative and the dividend rate of the series;

 

                  (d) the dates at which dividends, if any, shall be payable;

 

                  (e) the redemption rights and price or prices, if any, for

                  shares of the series;

 

                  (f) the terms and amount of any sinking fund provided for the

                  purchase or redemption of shares of the series;

 

                  (g) the amounts payable on shares of the series in the event

                  of any voluntary or involuntary liquidation, dissolution or

                  winding up of the affairs of the Corporation;

 

                  (h) whether the shares of the series shall be convertible into

                  shares of any other class or series, or any other security, of

                  the Corporation or any other corporation, and, if so, the

                  specification of such other class or series or such other

                  security, the conversion price or prices or rate or rates, any

                  adjustments thereof, the date or dates as of which such shares

                  shall be convertible and all other terms and conditions upon

                  which such conversion may be made;

 

                  (i) restrictions on the issuance of shares of the same series

                  or of any other class or series; and

 

                  (j) the voting rights, if any, of the holders of shares of the

                  series.

 

        Except as may be provided in this Certificate of Incorporation or in a

        Preferred Stock Designation, the Common Stock and the Class A Common

        Stock shall have the exclusive right to vote for the election of

        directors and for all other purposes, and holders of Preferred Stock

        shall not be entitled to receive notice of any meeting of shareowners at

        which they are not entitled to vote. The number of authorized shares of

        Preferred Stock may be increased or decreased (but not below the

<PAGE>

         number of shares thereof then outstanding) by the affirmative vote of

         the holders of a majority of the outstanding Common Stock and Class A

         Common Stock, without a vote of the holders of the Preferred Stock, or

         of any series thereof, unless a vote of any such holders is required

         pursuant to any Preferred Stock Designation.

 

         The Corporation shall be entitled to treat the person in whose name any

         share of its stock is registered as the owner thereof for all purposes

         and shall not be bound to recognize any equitable or other claim to, or

         interest in, such share on the part of any other person, whether or not

         the Corporation shall have notice thereof, except as expressly provided

         by applicable law.

 

         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

 

         1. Designation and Amount. A series of Preferred Stock, without par

         value, is hereby created and shall be designated as "Series A Junior

         Participating Preferred Stock" (the "Series A Preferred Stock") and the

         number of shares constituting the Series A Preferred Stock shall be

         2,500,000. Such number of shares may be increased or decreased by

         resolution of the Board of Directors; provided, that no decrease shall

         reduce the number of shares of Series A Preferred Stock to a number

         less than the number of shares then outstanding plus the number of

         shares reserved for issuance upon the exercise of outstanding options,

         rights or warrants or upon the conversion of any outstanding securities

         issued by the Corporation convertible into Series A Preferred Stock.

 

         2. Dividends and Distributions.

 

         2.1. Subject to the rights of the holders of any shares of any series

         of Preferred Stock (or any similar stock) ranking prior and superior to

         the Series A Preferred Stock with respect to dividends, the holders of

         shares of Series A Preferred Stock, in preference to the holders of

         Common Stock or Class A Common Stock, and of any other junior stock of

         the Corporation, shall be entitled to receive, when, as and if declared

         by the Board of Directors out of funds legally available for the

         purpose, quarterly dividends payable in cash on the second Monday of

         March, June, September and December in each year (each such date being

         referred to herein as a "Quarterly Dividend Payment Date"), commencing

         on the first Quarterly Dividend Payment Date after the first issuance

         of a share or fraction of a share of Series A Preferred Stock, in an

         amount per share (rounded to the nearest cent) equal to the greater of

         (a) $1 or (b) subject to the provision for adjustment hereinafter set

         forth, 100 times the aggregate per share amount of all cash dividends,

         and 100 times the aggregate per share amount (payable in kind) of all

         non-cash dividends or other distributions, other than a dividend

         payable in shares of Common Stock or Class A Common Stock or a

         subdivision of the outstanding

<PAGE>

         shares of Common Stock or Class A Common Stock (by reclassification or

         otherwise), declared on the Common Stock or Class A Common Stock since

         the immediately preceding Quarterly Dividend Payment Date or, with

         respect to the first Quarterly Dividend Payment Date, since the first

         issuance of any share or fraction of a share of Series A Preferred

         Stock. In the event the Corporation shall at any time declare or pay

         any dividend on the Common Stock payable in shares of Common Stock, or

         effect a subdivision or combination or consolidation of the outstanding

         shares of Common Stock (by reclassification or otherwise than by

         payment of a dividend in shares of Common Stock) into a greater or

         lesser number of shares of Common Stock then in each such case the

         amount to which holders of shares of Series A Preferred Stock were

         entitled immediately prior to such event under clause (b) of the

         preceding sentence shall be adjusted by multiplying such amount by a

         fraction, the numerator of which is the number of shares of Common

         Stock outstanding immediately after such event and the denominator of

         which is the number of shares of Common Stock that were outstanding

         immediately prior to such event.

 

         2.2. The Corporation shall declare a dividend or distribution on the

         Series A Preferred Stock as provided in paragraph 2.1 immediately after

         it declares a dividend or distribution on the Common Stock (other than

         a dividend payable in shares of Common Stock); provided that, in the

         event no dividend or distribution shall have been declared on the

         Common Stock during the period between any Quarterly Dividend Payment

         Date and the next subsequent Quarterly Dividend Payment Date, a

         dividend of $1 per share on the Series A Preferred Stock shall

         nevertheless be payable on such subsequent Quarterly Dividend Payment

         Date.

 

         2.3. Dividends shall begin to accrue and be cumulative on outstanding

         shares of Series A Preferred Stock from the Quarterly Dividend Payment

         Date next preceding the date of issue of such shares, unless the date

         of issue of such shares is prior to the record date for the first

         Quarterly Dividend Payment Date, in which case dividends on such shares

         shall begin to accrue from the date of issue of such shares, or unless

         the date of issue is a Quarterly Dividend Payment Date or is a date

         after the record date for the determination of holders of shares of

         Series A Preferred Stock entitled to receive a quarterly dividend and

         before such Quarterly Dividend Payment Date, in either of which events

         such dividends shall begin to accrue and be cumulative from such

         Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not

         bear interest. Dividends paid on the shares of Series A Preferred Stock

         in an amount less than the total amount of such dividends at the time

         accrued and payable on such shares shall be allocated pro rata on a

         share-by-share basis among all such shares at the time outstanding. The

         Board of Directors may fix a record date for the determination of

         holders of shares of Series A Preferred Stock entitled to receive

         payment of a dividend or distribution declared thereon,

<PAGE>

         which record date shall be not more than 60 days prior to the date

         fixed for the payment thereof.

 

         3. Voting Rights. The holders of shares of Series A Preferred Stock

         shall have the following voting rights:

 

         3.1. Subject to the provision for adjustment hereinafter set forth,

         each share of Series A Preferred Stock shall entitle the holder thereof

         to 100 votes on all matters submitted to a vote of the shareowners of

         the Corporation. In the event the Corporation shall at any time declare

         or pay any dividend on the Common Stock payable in shares of Common

         Stock, or effect a subdivision or combination or consolidation of the

         outstanding shares of Common Stock (by reclassification or otherwise

         than by payment of a dividend in shares of Common Stock) into a greater

         or lesser number of shares of Common Stock, then in each such case the

         number of votes per share to which holders of shares of Series A

         Preferred Stock were entitled immediately prior to such event shall be

         adjusted by multiplying such number by a fraction, the numerator of

         which is the number of shares of Common Stock outstanding immediately

         after such event and the denominator of which is the number of shares

         of Common Stock that were outstanding immediately prior to such event.

 

         3.2. Except as otherwise provided herein, in any other Preferred Stock

         Designation creating a series of Preferred Stock or any similar stock,

         or by law, the holders of shares of Series A Preferred Stock and the

         holders of shares of Common Stock and Class A Common Stock and any

         other capital stock of the Corporation having general voting rights

         shall vote together as one class on all matters submitted to a vote of

         shareowners of the Corporation.

 

         3.3. Except as set forth herein, or as otherwise provided by law,

         holders of Series A Preferred Stock shall have no special voting rights

         and their consent shall not be required (except to the extent they are

         entitled to vote with holders of Common Stock and Class A Common Stock

         as set forth herein) for taking any corporate action.

 

         4. Certain Restrictions.

 

         4.1. Whenever quarterly dividends or other dividends or distributions

         payable on the Series A Preferred Stock as provided in paragraph 2 are

         in arrears, thereafter and until all accrued and unpaid dividends and

         distributions, whether or not declared, on shares of Series A Preferred

         Stock outstanding shall have been paid in full, the Corporation shall

         not:

 

               (a) declare or pay dividends, or make any other distributions, on

               any shares of stock ranking junior (either as to dividends or

               upon

<PAGE>

                liquidation, dissolution or winding up) to the Series A

                Preferred Stock;

 

                (b) declare or pay dividends, or make any other distributions,

                on any shares of stock ranking on a parity (either as to

                dividends or upon liquidation, dissolution or winding up) with

                the Series A Preferred Stock, except dividends paid ratably on

                the Series A Preferred Stock and all such parity stock on which

                dividends are payable or in arrears in proportion to the total

                amounts to which the holders of all such shares are then

                entitled;

 

                (c) redeem or purchase or otherwise acquire for consideration

                shares of any stock ranking junior (either as to dividends or

                upon liquidation, dissolution or winding up) to the Series A

                Preferred Stock, provided that the Corporation may at any time

                redeem, purchase or otherwise acquire shares of any such junior

                stock in exchange for shares of any stock of the Corporation

                ranking junior (either as to dividends or upon dissolution,

                liquidation or winding up) to the Series A Preferred Stock; or

 

                (d) redeem or purchase or otherwise acquire for consideration

                any shares of Series A Preferred Stock, or any shares of stock

                ranking on a parity with the Series A Preferred Stock, except in

                accordance with a purchase offer made in writing or by

                publication (as determined by the Board of Directors) to all

                holders of such shares upon such terms as the Board of

                Directors, after consideration of the respective annual dividend

                rates and other relative rights and preferences of the

                respective series and classes, shall determine in good faith

                will result in fair and equitable treatment among the respective

                series or classes.

 

        4.2. The Corporation shall not permit any subsidiary of the Corporation

        to purchase or otherwise acquire for consideration any shares of stock

        of the Corporation unless the Corporation could, under subparagraph (a)

        of paragraph 4.1, purchase or otherwise acquire such shares at such time

        and in such manner.

 

        5. Reacquired Shares. Any shares of Series A Preferred Stock purchased

        or otherwise acquired by the Corporation in any manner whatsoever shall

        be retired and cancelled promptly after the acquisition thereof. All

        such shares shall upon their cancellation become authorized but unissued

        shares of Preferred Stock and may be reissued as part of a new series of

        Preferred Stock subject to the conditions and restrictions on issuance

        set forth herein, in the Certificate of Incorporation, or in any other

        Preferred Stock Designation creating a series of Preferred Stock or any

        similar stock or as otherwise required by law.

<PAGE>

        6. Liquidation, Dissolution or Winding Up. Upon any liquidation,

        dissolution or winding up of the Corporation, no distribution shall be

        made (i) to the holders of shares of stock ranking junior (either as to

        dividends or upon liquidation, dissolution or winding up) to the Series

        A Preferred Stock unless, prior thereto, the holders of shares of Series

        A Preferred Stock shall have received $100 per share, plus an amount

        equal to accrued and unpaid dividends and distributions thereon, whether

        or not declared, to the date of such payment, provided that the holders

        of shares of Series A Preferred Stock shall be entitled to receive an

        aggregate amount per share, subject to the provision for adjustment

        hereinafter set forth, equal to 100 times the aggregate amount to be

        distributed per share to holders of shares of Common Stock, or (ii) to

        the holders of shares of stock ranking on a parity (either as to

        dividends or upon liquidation, dissolution or winding up) with the

        Series A Preferred Stock, except distributions made ratably on the

        Series A Preferred Stock and all such parity stock in proportion to the

        total amounts to which the holders of all such shares are entitled upon

        such liquidation, dissolution or winding up. In the event the

        Corporation shall at any time declare or pay any dividend on the Common

        Stock payable in shares of Common Stock, or effect a subdivision or

        combination or consolidation of the outstanding shares of Common Stock

        (by reclassification or otherwise than by payment of a dividend in

        shares of Common Stock) into a greater or lesser number of shares of

        Common Stock, then in each such case the aggregate amount to which

        holders of shares of Series A Preferred Stock were entitled immediately

        prior to such event under the proviso in clause (i) of the preceding

        sentence shall be adjusted by multiplying such amount by a fraction the

        numerator of which is the number of shares of Common Stock outstanding

        immediately after such event and the denominator of which is the number

        of shares of Common Stock that were outstanding immediately prior to

        such event.

 

        7. Consolidation, Merger, etc. In case the Corporation shall enter into

        any consolidation, merger, combination or other transaction in which the

        shares of Common Stock are exchanged for or changed into other stock or

        securities, cash and/or any other property, then in any such case each

        share of Series A Preferred Stock shall at the same time be similarly

        exchanged or changed into an amount per share, subject to the provision

        for adjustment hereinafter set forth, equal to 100 times the aggregate

        amount of stock, securities, cash and/or any other property (payable in

        kind), as the case may be, into which or for which each share of Common

        Stock is changed or exchanged. In the event the Corporation shall at any

        time declare or pay any dividend on the Common Stock payable in shares

        of Common Stock, or effect a subdivision or combination or consolidation

        of the outstanding shares of Common Stock (by reclassification or

        otherwise than by payment of a dividend in shares of Common Stock) into

        a greater or lesser number of shares of Common Stock, then in each such

        case the amount set forth in the preceding sentence with respect to the

        exchange or change of shares of Series A Preferred Stock shall be

<PAGE>

        adjusted by multiplying such amount by a fraction, the numerator of

        which is the number of shares of Common Stock outstanding immediately

        after such event and the denominator of which is the number of shares of

        Common Stock that were outstanding immediately prior to such event.

 

        8. No Redemption. The shares of Series A Preferred Stock shall not be

        redeemable.

 

        9. Rank. The Series A Preferred Stock shall rank, with respect to the

        payment of dividends and the distribution of assets, junior to all

        series of any other class of the Corporation's Preferred Stock.

 

        10. Amendment. The Certificate of Incorporation of the Corporation shall

        not be amended in any manner which would materially alter or change the

        powers, preferences or special rights of the Series A Preferred Stock so

        as to affect them adversely without the affirmative vote of the holders

        of at least two-thirds of the outstanding shares of Series A Preferred

        Stock, voting together as a single class.

 

FIFTH:  The Corporation is to have perpetual existence.

 

SIXTH: The private property of the shareowners of the Corporation shall not be

subject to the payment of corporate debts to any extent whatever.

 

SEVENTH: Subject to the rights of the holders of any series of Preferred Stock

to elect additional directors under specified circumstances, the number of

directors of the Corporation shall be fixed from time to time exclusively by the

Board of Directors pursuant to a resolution adopted by a majority of the whole

Board. A director need not be a shareowner. The election of directors of the

Corporation need not be by ballot unless the by-laws so require.

 

The directors, other than those who may be elected by the holders of any series

of Preferred Stock or any other series or class of stock, as provided herein or

in any Preferred Stock Designation, shall be divided into three classes, as

nearly equal in number as possible. One class of directors shall be initially

elected for a term expiring at the annual meeting of shareowners to be held in

1997, another class shall be initially elected for a term expiring at the annual

meeting of shareowners to be held in 1998, and another class shall be initially

elected for a term expiring at the annual meeting of shareowners to be held in

1999. Members of each class shall hold office until their successors are elected

and shall have qualified. At each annual meeting of the shareowners of the

Corporation, commencing with the 1997 annual meeting, the successors of the

class of directors whose term expires at that meeting shall be elected by a

plurality vote of all votes cast at such meeting to hold office for a term

expiring at the annual meeting of shareowners held in the third year following

the year of their election.

<PAGE>

Subject to the rights of the holders of any series of Preferred Stock, and

unless the Board of Directors otherwise determines, newly created directorships

resulting from any increase in the authorized number of directors or any

vacancies on the Board of Directors resulting from death, resignation,

retirement, disqualification, removal from office or other cause may be filled

only by a majority vote of the directors then in office, though less than a

quorum, and directors so chosen shall hold office for a term expiring at the

annual meeting of shareowners at which the term of office of the class to which

they have been elected expires and until such director's successor shall have

been duly elected and qualified. No decrease in the number of authorized

directors constituting the whole Board of Directors shall shorten the term of

any incumbent director.

 

Subject to the rights of the holders of any series of Preferred Stock or any

other series or class of stock, as provided herein or in any Preferred Stock

Designation, to elect additional directors under specific circumstances, any

director may be removed from office at any time, but only for cause and only by

the affirmative vote of the holders of at least 80 percent of the voting power

of the then outstanding capital stock of the Corporation (the "Capital Stock")

entitled to vote generally in the election of directors (the "Voting Stock"),

voting together as a single class.

 

No director of the Corporation shall be liable to the Corporation or its

shareowners for monetary damages for breach of fiduciary duty as a director,

except for liability (i) for any breach of the director's duty of loyalty to the

Corporation or its shareowners, (ii) for acts or omissions not in good faith or

which involve intentional misconduct or a knowing violation of law, (iii) under

Section 174 of the Delaware General Corporation Law, or (iv) for any transaction

from which the director derived an improper personal benefit. This paragraph

shall not eliminate or limit the liability of a director for any act or omission

occurring prior to the effective date of its adoption. No repeal or modification

of this paragraph, directly or by adoption of an inconsistent provision of this

Certificate of Incorporation, by the shareowners of the Corporation shall be

effective with respect to any cause of action, suit, claim or other matter that,

but for this paragraph, would accrue or arise prior to such repeal or

modification.

 

EIGHTH: Unless otherwise determined by the Board of Directors, no holder of

stock of the Corporation shall, as such holder, have any right to purchase or

subscribe for any stock of any class which the Corporation may issue or sell,

whether or not exchangeable for any stock of the Corporation of any class or

classes and whether out of unissued shares authorized by the Certificate of

Incorporation of the Corporation as originally filed or by any amendment thereof

or out of shares of stock of the Corporation acquired by it after the issue

thereof.

 

NINTH: Whenever a compromise or arrangement is proposed between this Corporation

and its creditors or any class of them and/or between this Corporation and its

shareowners or any class of them, any court of equitable jurisdiction within the

State of Delaware may, on the application in a summary

<PAGE>

way of this Corporation or of any creditor or shareowner thereof, or on the

application of any receiver or receivers appointed for this Corporation under

the provisions of section 291 of Title 8 of the Delaware Code or on the

application of trustees in dissolution or of any receiver or receivers appointed

for this Corporation under the provisions of section 279 of Title 8 of the

Delaware Code order a meeting of the creditors or class of creditors, and/or of

the shareowners or class of shareowners of this Corporation, as the case may be,

to be summoned in such manner as the said court directs. If a majority in number

representing three-fourths in value of the creditors or class of creditors,

and/or of the shareowners or class of shareowners of this Corporation, as the

case may be, agree to any compromise or arrangement and to any reorganization of

this Corporation as consequence of such compromise or arrangement, the said

compromise or arrangement and the said reorganization shall, if sanctioned by

the court to which the said application has been made, be binding on all the

creditors or class of creditors, and/or on all the shareowners or class of

shareowners, of this Corporation, as the case may be, and also on this

Corporation.

 

TENTH:

 

1. Amendment of Certificate of Incorporation. From time to time any of the

provisions of the Certificate of Incorporation may be amended, altered or

repealed, and other provisions authorized by the statutes of the State of

Delaware at the time in force may be added or inserted in the manner at the time

prescribed by said statutes, and all rights at any time conferred upon the

shareowners of the Corporation by its Certificate of Incorporation are granted

subject to the provisions of this Article Tenth. Notwithstanding anything

contained in this Certificate of Incorporation to the contrary, the affirmative

vote of the holders of at least 80% of the voting power of the then outstanding

Voting Stock, voting together as a single class, shall be required to amend or

repeal Article Seventh, this Article Tenth or Article Twelfth or adopt any

provision inconsistent with any of the foregoing articles.

 

2. By-laws. The Board of Directors is expressly authorized to make, alter, amend

and repeal the by-laws of the Corporation, in any manner not inconsistent with

the laws of the State of Delaware or of the Certificate of Incorporation of the

Corporation, subject to the power of the holders of the Capital Stock to alter

or repeal the by-laws made by the Board of Directors; provided, that any such

amendment or repeal by shareowners shall require the affirmative vote of the

holders of at least 80% of the voting power of the then outstanding Voting

Stock, voting together as a single class.

 

ELEVENTH: The shareowner vote required to approve Business Combinations (as

hereinafter defined) shall be as set forth in this Article Eleventh.

 

        1. Higher Vote for Business Combinations. In addition to any affirmative

        vote required by law, this Certificate of Incorporation or the by-laws

        of the

<PAGE>

        Corporation, and except as otherwise expressly provided in Section 2 of

        this Article Eleventh, a Business Combination shall not be consummated

        without the affirmative vote of the holders of at least 80% of the

        combined voting power of the then outstanding shares of the Voting

        Stock, voting together as a single class. Such affirmative vote shall be

        required notwithstanding the fact that no vote may be required, or that

        a lesser percentage or separate class vote may be specified, by law or

        in any agreement with any national securities exchange or otherwise.

 

        2. When Higher Vote Is Not Required. The provisions of Section 1 of this

        Article Eleventh shall not be applicable to a Business Combination if

        the conditions specified in either of the following paragraphs A or B

        are met.

 

              A. Approval by Continuing Directors. The Business Combination

              shall have been approved by at least two-thirds of the Continuing

              Directors (as hereinafter defined), whether such approval is made

              prior to or subsequent to the date on which the Interested

              Shareowner (as hereinafter defined) became an Interested

              Shareowner (the "Determination Date").

 

              B. Price and Procedure Requirements. Each of the seven conditions

              specified in the following subparagraphs (i) through (vii) shall

              have been met:

 

                      (i) The aggregate amount of the cash and the Fair Market

                      Value (as hereinafter defined) as of the date of the

                      consummation of the Business Combination (the

                      "Consummation Date") of any consideration other than cash

                      to be received per share by holders of Common Stock in

                      such Business Combination shall be an amount at least

                      equal to the higher amount determined under clauses (a)

                      and (b) below (the requirements of this paragraph B (i)

                      shall be applicable with respect to all shares of Common

                      Stock outstanding, whether or not the Interested

                      Shareowner has previously acquired any shares of the

                      Common Stock): (a) the highest per share price (including

                      any brokerage commissions, transfer taxes and soliciting

                      dealers' fees) paid by or on behalf of the Interested

                      Shareowner for any shares of Common Stock acquired

                      beneficially by it (1) within the two-year period

                      immediately prior to the first public announcement of the

                      proposal of the Business Combination (the "Announcement

                      Date") or (2) in the transaction in which it became an

                      Interested Shareowner, whichever is higher, plus interest

                      compounded annually from the Determination Date through

                      the Consummation Date at the prime rate of interest of

                      Morgan Guaranty Trust Company of New York (or other major

                      bank headquartered in New York City selected

<PAGE>

                     by at least two-thirds of the Continuing Directors) from

                     time to time in effect in New York City, less the aggregate

                     amount of any cash dividends paid, and the Fair Market

                     Value of any dividends paid in other than cash, per share

                     of Common Stock from the Determination Date through the

                     Consummation Date in an amount up to but not exceeding the

                     amount of such interest payable per share of Common Stock;

                     and (b) the Fair Market Value per share of Common Stock on

                     the Announcement Date or on the Determination Date,

                     whichever is higher.

 

                     (ii) The aggregate amount of the cash and the Fair Market

                     Value as of the Consummation Date of any consideration

                     other than cash to be received per share by holders of

                     shares of any class or series of outstanding Capital Stock,

                     other than the Common Stock, in such Business Combination

                     shall be an amount at least equal to the highest amount

                     determined under clauses (a), (b) and (c) below (the

                     requirements of this paragraph B(ii) shall be applicable

                     with respect to all shares of every class or series of

                     outstanding Capital Stock, other than the Common Stock,

                     whether or not the Interested Shareowner has previously

                     acquired any shares of a particular class or series of

                     Capital Stock):

 

                             (a) the highest per share price (including any

                             brokerage commissions, transfer taxes and

                             soliciting dealers' fees) paid by or on behalf of

                             the Interested Shareowner for any shares of such

                             class or series of Capital Stock acquired

                             beneficially by it (1) within the two-year period

                             immediately prior to the Announcement Date or (2)

                             in the transaction in which it became an Interested

                             Shareowner, whichever is higher, plus interest

                             compounded annually from the Determination Date

                             through the Consummation Date at the prime rate of

                             interest of Morgan Guaranty Trust Company of New

                             York (or other major bank headquartered in New York

                             City selected by at least two-thirds of the

                             Continuing Directors) from time to time in effect

                             in New York City, less the aggregate amount of any

                             cash dividends paid, and the Fair Market Value of

                             any dividends paid in other than cash, per share of

                             such class or series of Capital Stock from the

                             Determination Date through the Consummation Date in

                             an amount up to but not exceeding the amount of

                             such interest payable per share of such class or

                             series of Capital Stock; and

<PAGE>

                             (b) the Fair Market Value per share of such class

                             or series of Capital Stock on the Announcement Date

                             or on the Determination Date, whichever is higher;

                             and

 

                             (c) the highest preferential amount per share to

                             which the holders of shares of such class or series

                             of Capital Stock would be entitled in the event of

                             any voluntary or involuntary liquidation,

                             dissolution or winding up of the affairs of the

                             Corporation, regardless of whether the Business

                             Combination to be consummated constitutes such an

                             event.

 

                      (iii) The consideration to be received by holders of a

                      particular class or series of outstanding Capital Stock

                      (including Common Stock) shall be in cash or in the same

                      form as previously has been paid by or on behalf of the

                      Interested Shareowner in its direct or indirect

                      acquisition of beneficial ownership of shares of such

                      class or series of Capital Stock. If the consideration so

                      paid for shares of any class or series of Capital Stock

                      varied as to form, the form of consideration for such

                      class or series of Capital Stock shall be either cash or

                      the form used to acquire beneficial ownership of the

                      largest number of shares of such class or series of

                      Capital Stock previously acquired by the Interested

                      Shareowner.

 

                      (iv) After such Interested Shareowner has become an

                      Interested Shareowner and prior to the consummation of

                      such Business Combination, such Interested Shareowner

                      shall not have become the beneficial owner of any

                      additional shares of Capital Stock except as part of the

                      transaction that results in such Interested Shareowner

                      becoming an Interested Shareowner and except in a

                      transaction that, after giving effect thereto, would not

                      result in any increase in the Interested Shareowner's

                      percentage beneficial ownership of any class or series of

                      Capital Stock; and, except as approved by at least

                      two-thirds of the Continuing Directors: (a) there shall

                      have been no failure to declare and pay at the regular

                      date therefor any full quarterly dividends (whether or not

                      cumulative) payable in accordance with the terms of any

                      outstanding Capital Stock; (b) there shall have been no

                      reduction in the annual rate of dividends paid on the

                      Common Stock (except as necessary to reflect any stock

                      split, stock dividend or subdivision of the Common Stock);

                      and (c) there shall have been an increase in the annual

                      rate of dividends paid on the Common Stock as necessary to

                      reflect any reclassification (including any reverse stock

                      split),

<PAGE>

                        recapitalization, reorganization or any similar

                        transaction which has the effect of reducing the number

                        of outstanding shares of Common Stock.

 

                        (v) After such Interested Shareowner has become an

                        Interested Shareowner, such Interested Shareowner shall

                        not have received the benefit, directly or indirectly

                        (except proportionately as a shareowner of the

                        Corporation), of any loans, advances, guarantees,

                        pledges or other financial assistance or any tax credits

                        or other tax advantages provided by the Corporation,

                        whether in anticipation of or in connection with such

                        Business Combination or otherwise.

 

                        (vi) A proxy or information statement describing the

                        proposed Business Combination and complying with the

                        requirements of the Securities Exchange Act of 1934 and

                        the rules and regulations thereunder (or any subsequent

                        provisions replacing such Act, rules or regulations)

                        shall be mailed to all shareowners of the Corporation at

                        least 30 days prior to the consummation of such Business

                        Combination (whether or not such proxy or information

                        statement is required to be mailed pursuant to such Act

                        or subsequent provisions). The proxy or information

                        statement shall contain on the first page thereof, in a

                        prominent place, any statement as to the advisability of

                        the Business Combination that the Continuing Directors,

                        or any of them, may choose to make and, if deemed

                        advisable by at least two-thirds of the Continuing

                        Directors, the opinion of an investment banking firm

                        selected for and on behalf of the Corporation by at

                        least two-thirds of the Continuing Directors as to the

                        fairness of the terms of the Business Combination from a

                        financial point of view to the holders of the

                        outstanding shares of Capital Stock other than the

                        Interested Shareowner and its Affiliates or Associates

                        (as hereinafter defined).

 

                        (vii) Such Interested Shareowner shall not have made any

                        material change in the Corporation's business or equity

                        capital structure without the approval of at least

                        two-thirds of the Continuing Directors.

 

               Any Business Combination to which Section 1 of this Article

               Eleventh shall not apply by reason of this Section 2 shall

               require only such affirmative vote as is required by law, any

               other provision of this Certificate of Incorporation, the by-laws

               of the Corporation or any agreement with any national securities

               exchange.

 

        3.  Certain Definitions.  For the purposes of this Article Eleventh:

<PAGE>

        A.  A "Business Combination" shall mean:

 

               (i) any merger or consolidation of the Corporation or any

               Subsidiary (as hereinafter defined) with (i) any Interested

               Shareowner or (ii) any other corporation (whether or not itself

               an Interested Shareowner) which is, or after such merger or

               consolidation would be, an Affiliate or Associate of an

               Interested Shareowner; 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 Shareowner or any

               Affiliate or Associate of any Interested Shareowner involving any

               assets or securities of the Corporation, any Subsidiary or any

               Interested Shareowner or any Affiliate or Associate of any

               Interested Shareowner having an aggregate Fair Market Value of

               $25,000,000 or more; or

 

               (iii) the adoption of any plan or proposal for the liquidation or

               dissolution of the Corporation proposed by or on behalf of an

               Interested Shareowner or any Affiliate or Associate of any

               Interested Shareowner; or

 

               (iv) any reclassification of securities (including any reverse

               stock split), or recapitalization of the Corporation, or any

               merger or consolidation of the Corporation with any of its

               Subsidiaries or any other transaction (whether or not with or

               into or otherwise involving an Interested Shareowner) that has

               the effect, directly or indirectly, of increasing the

               proportionate share of any class or series of Capital Stock, or

               any securities convertible into Capital Stock or into equity

               securities of any Subsidiary, that is beneficially owned by any

               Interested Shareowner or any Affiliate or Associate of any

               Interested Shareowner; or

 

               (v) any agreement, contract, arrangement or other understanding

               providing for any one or more of the actions specified in clauses

               (i) through (iv) above.

 

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

        entity and shall include any group composed of any person and any other

        person with whom such person or any Affiliate or Associate of such

        person has any agreement, arrangement or understanding, directly or

        indirectly, for the purpose of acquiring, holding, voting or disposing

        of Capital Stock.

 

        C. "Interested Shareowner" shall mean any person (other than the

        Corporation or any Subsidiary and other than any profit-sharing,

        employee stock ownership or other employee benefit plan of the

        Corporation or any

<PAGE>

         Subsidiary or any trustee of or fiduciary with respect to any such plan

         when acting in such capacity) who or which:

 

               (i) is the beneficial owner of Voting Stock having 10% or more of

               the votes entitled to be cast by the holders of all then

               outstanding shares of Voting Stock; or

 

               (ii) is an Affiliate or Associate of the Corporation and at any

               time within the two-year period immediately prior to the date in

               question was the beneficial owner of Voting Stock having 10% or

               more of the votes entitled to be cast by the holders of all then

               outstanding shares of Voting Stock; or

 

               (iii) is an assignee of or has otherwise succeeded to any shares

               of Voting Stock which were at any time within the two-year period

               immediately prior to the date in question beneficially owned by

               any Interested Shareowner, 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 Capital Stock:

 

              (i) which such person or any Affiliate or Associate of such person

              beneficially owns, directly or indirectly; or

 

              (ii) which such person or any Affiliate or Associate of such

              person has, directly or indirectly, (a) the right to acquire

              (whether such right is exercisable immediately or only after the

              passage of time), pursuant to any agreement, arrangement or

              understanding or upon the exercise of conversion rights, exchange

              rights, warrants or options, or otherwise, or (b) the right to

              vote pursuant to any agreement, arrangement or understanding; or

 

              (iii) which are beneficially owned, directly or indirectly, by any

              other person with which such person or any Affiliate or Associate

              of such person has any agreement, arrangement or understanding for

              the purpose of acquiring, holding, voting or disposing of any

              shares of Capital Stock.

 

        E. For the purposes of determining whether a person is an Interested

        Shareowner pursuant to paragraph C of this Section 3, the number of

        shares of Capital Stock deemed to be outstanding shall include shares

        deemed owned by the Interested Shareowner through application of

        paragraph D of this Section 3 but shall not include any other shares of

        Capital Stock that may be issuable pursuant to any agreement,

        arrangement or understanding, or upon exercise of conversion rights,

        warrants or options, or otherwise.

<PAGE>

        F. "Affiliate" and "Associate" shall have the respective meanings

        ascribed to such terms in Rule 12b-2 of the General Rules and

        Regulations under the Securities Exchange Act of 1934, as in effect on

        October 28, 1996 (the term "registrant" in such Rule 12b-2 meaning in

        this case the Corporation).

 

        G. "Subsidiary" means any corporation of which a majority of any class

        of equity security is beneficially owned by the Corporation; provided,

        however, that for the purposes of the definition of Interested

        Shareowner set forth in paragraph C of this Section 3, the term

        "Subsidiary" shall mean only a corporation of which a majority of each

        class of equity security is beneficially owned by the Corporation.

 

        H. "Continuing Director" means any member of the Board of Directors of

        the Corporation (the "Board") who is not an Affiliate or Associate or

        representative of the Interested Shareowner and was a member of the

        Board prior to the time that the Interested Shareowner became an

        Interested Shareowner, and any successor of a Continuing Director who is

        not an Affiliate or Associate or representative of the Interested

        Shareowner and is recommended or elected to succeed a Continuing

        Director by at least two-thirds of Continuing Directors then members of

        the Board.

 

        I. "Fair Market Value" means: (i) in the case of cash, the amount of

        such cash; (ii) 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 immediately 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 in good faith by at least two-thirds of the

        Continuing Directors; and (iii) in the case of property other than cash

        or stock, the fair market value of such property on the date in question

        as determined in good faith by at least two-thirds of the Continuing

        Directors.

 

        J. In the event of any Business Combination in which the Corporation

        survives, the phrase "consideration other than cash to be received" as

        used in paragraphs B(i) and (ii) of Section 2 of this Article Eleventh

        shall include the shares of Common Stock and/or the shares of any other

        class or series of Capital Stock retained by the holders of such shares.

<PAGE>

       4. Powers of Continuing Directors. Any determination as to compliance

       with this Article Eleventh, including without limitation (A) whether a

       person is an Interested Shareowner, (B) the number of shares of Capital

       Stock or other securities beneficially owned by any person, (C) whether a

       person is an Affiliate or Associate of another, (D) whether the

       requirements of paragraph B of Section 2 have been met with respect to

       any Business Combination, and (E) whether the assets that 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 $25,000,000 or more shall be made only upon action by not less

       than two-thirds of the Continuing Directors of the Corporation; and the

       good faith determination of at least two-thirds of the Continuing

       Directors on such matters shall be conclusive and binding for all the

       purposes of this Article Eleventh.

 

       5. No Effect on Fiduciary Obligations. Nothing contained in this Article

       Eleventh shall be construed to relieve the Board of Directors or any

       Interested Shareowner from any fiduciary obligation imposed by law.

 

       6. Amendment, Repeal, etc. Notwithstanding any other provisions of this

       Certificate of Incorporation or the by-laws of the Corporation (and

       notwithstanding the fact that a lesser percentage or separate class vote

       may be specified by law, this Certificate of Incorporation or the by-laws

       of the Corporation), the affirmative vote of the holders of at least 80%

       of the voting power of the then outstanding shares of Voting Stock,

       voting together as a single class, shall be required to amend or repeal,

       or adopt any provisions inconsistent with, this Article Eleventh;

       provided, however, that the preceding provisions of this Section 6 shall

       not apply to any amendment to this Article Eleventh, and such amendment

       shall require only such affirmative vote as is required by law and any

       other provisions of this Certificate of Incorporation or the by-laws of

       the Corporation, if such amendment shall have been approved by at least

       two-thirds of the members of the Board who are persons who would be

       eligible to serve as Continuing Directors.

 

TWELFTH: Any action required or permitted to be taken by the shareowners shall

be taken only at an annual or special meeting of such shareowners and not by

consent in writing. Special meetings of the shareowners for any purpose or

purposes shall be called only by the Board of Directors pursuant to a resolution

adopted by a majority of the whole Board.

 

 

[As Filed: 05-07-2002]