EXHIBIT T3A-20

                              AMENDED AND RESTATED

                           CERTIFICATE OF INCORPORATION

                                       OF

                                    KWT, INC.

                  KWT, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:

         A. The name of the Corporation is KWT, Inc.

         B. The Certificate of Incorporation of the Corporation was filed in the
office of the Secretary of State of the State of Delaware on the 7th day of
November, 1989, and amended on April 15, 1996.

         C. This Amended and Restated Certificate of Incorporation has been duly
adopted in accordance with Section 303 of the General Corporation Law of the
State of Delaware (the "DGCL").

         D. The text of the Certificate of Incorporation is hereby amended and
restated to read in full as follows:

                  FIRST.  The name of the Corporation is:

                                    KWT, INC.

                  SECOND. The address of its registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle, 19808. The name of its registered agent at such address is
Corporation Service Company.

                  THIRD. The purpose or purposes of the Corporation shall be to
engage in any lawful act or activity for which corporations may be organized
under the DGCL.

                  FOURTH. The total number of shares of stock which this
Corporation is authorized to issue is One Thousand (1,000) shares, par value One
Dollar ($1.00) per share, amounting to One Thousand Dollars ($1,000.00).

                  FIFTH. The Board of Directors shall have the power to adopt,
amend or repeal the by-laws.

                  SIXTH. The number of directors of the Corporation shall be as
provided in the bylaws of the Corporation, as the same may be amended from time
to time.





                  SEVENTH. Notwithstanding any other provision contained herein
to the contrary, the Corporation shall not issue non-voting equity securities.

                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by _______________________, its Chairman of the Board,
and _________________________, its Assistant Secretary, this ____ day of
______________________, 2001.

                                      BY:
                                         ---------------------------------------

                                         ---------------------------------------
                                         Chairman of the Board

ATTEST:
       ---------------------------

       ----------------------------
       Assistant Secretary


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