EXHIBIT 1

                             AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                           NTL COMMUNICATIONS CORP.

         The undersigned, Richard J. Lubasch, certifies that he is the
Executive Vice President, General Counsel and Secretary of NTL Communications
Corp., a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"); and does hereby further certify as follows:

(1)      The name of the Corporation is NTL Communications Corp.

(2)      The name under which the Corporation was originally incorporated was
         CCI/Insight CableTel, Inc. and the original Certificate of
         Incorporation of the Corporation was filed with the Secretary of
         State of the State of Delaware on April 2, 1993. Subsequently, the
         Corporation changed its name to International Cabletel, Inc. on April
         8, 1993, to International CableTel Incorporated on August 30, 1993,
         to NTL Incorporated on March 26, 1997 and to NTL Communications Corp.
         on April 1, 1999.

(3)      This Amended and Restated Certificate of Incorporation of the
         Corporation restates, integrates and further amends the Restated
         Certificate of Incorporation of the Corporation, as heretofore
         amended and restated.

(4)      This Amended and Restated Certificate of Incorporation of the
         Corporation is authorized by and is being filed pursuant to the
         confirmation order entered by the United States Bankruptcy Court for
         the Southern District of New York on September 5, 2002, in connection
         with the Second Amended Joint Reorganization Plan of NTL Incorporated
         and Certain Subsidiaries, dated July 15, 2002 (as modified on
         September 5, 2002) (Case No. 02-41316 (ALG)) (the "Plan of
         Reorganization"), and was duly adopted in accordance with the
         provisions of Section 242, Section 245 and Section 303 of the General
         Corporation Law of the State of Delaware as set forth in Title 8 of
         the Delaware Code (the "GCL").

(5)      The text of the Restated Certificate of Incorporation of the
         Corporation as amended hereby is restated to read in its entirety, as
         follows:




                                      1


                                  ARTICLE I

                            NAME OF THE CORPORATION

         The name of this corporation is NTL Incorporated.

                                  ARTICLE II

                           ADDRESS; REGISTERED AGENT

         The address of the registered office of the Corporation in the State
of Delaware is 9 East Loockerman Street, City of Dover, County of Kent,
Delaware 19901. The name of its registered agent at that address is National
Registered Agents, Inc.

                                 ARTICLE III

                                    PURPOSE

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the GCL as the same
exists or hereafter may be amended. The Corporation shall have all power
necessary or convenient to the conduct, promotion or attainment of such acts
and activities.

                                  ARTICLE IV

                                 CAPITAL STOCK

         Part A. Authorized Capital. The total number of shares of capital
stock which the Corporation shall have the authority to reserve for issuance
or issue is four hundred five million (405,000,000) shares, consisting of four
hundred million (400,000,000) shares of common stock, par value $0.01 per
share, of the Corporation (the "Common Stock"), and five million (5,000,000)
shares of preferred stock, par value $0.01 per share, of the Corporation (the
"Preferred Stock"). The number of authorized shares of any of the Common Stock
or the Preferred Stock may be increased or decreased (but not below the number
of shares thereof then outstanding or reserved for issuance) by the
affirmative vote of the holders of a majority in voting power of the capital
stock of the Corporation entitled to vote thereon irrespective of the
provisions of Section 242(b)(2) of the GCL (or any successor provision
thereto), and no vote of the holders of any of the Common Stock or Preferred
Stock voting separately as a class shall be required therefor. The
designation, relative rights, preferences and limitations of the shares of
each class are as follows:

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         Part B. Preferred Stock Authority is hereby expressly vested in the
Board of Directors of the Corporation (the "Board of Directors") without
further action by the Corporation's stockholders, subject to the provisions of
this Article IV of this Amended and Restated Certificate of Incorporation of
the Corporation and to the limitations prescribed by applicable law, to
authorize the issuance from time to time in one (1) or more classes or series
of any number of shares of Preferred Stock; provided that the aggregate number
of shares issued and not canceled of any and all such classes and series shall
not exceed the total number of shares of Preferred Stock hereinabove
authorized and not decreased, and with distinctive class or serial
designations, all as shall hereafter be stated and expressed in the resolution
or resolutions providing for the issuance of such shares of Preferred Stock
from time to time adopted by the Board of Directors pursuant to authority so
to do which is hereby vested in the Board of Directors. Each class or series
of shares of Preferred Stock: (a) may have such voting powers, full or
limited, including the right to elect one (1) or more directors of the
Corporation (the "Directors"), or may be without voting powers, subject to the
provisions of Article XV of this Amended and Restated Certificate of
Incorporation of the Corporation; (b) may be subject to redemption at such
time or times and at such prices; (c) may be entitled to receive dividends
(which may be cumulative or non-cumulative) at such rate or rates, on such
conditions and at such times, and payable in preference to, or in such
relation to, the dividends payable on any other class or classes or series of
stock, and, subject to Article XV of this Amended and Restated Certificate of
Incorporation of the Corporation, if any such class or series of Preferred
Stock shall be entitled to receive a preference over any other class or
classes or series of stock with respect to the payment of dividends, such
class or series of Preferred Stock shall also be entitled, in the event that
the Corporation defaults on its obligation to pay such dividends, to elect one
(1) or more Directors to the Board of Directors; (d) may have such rights upon
the voluntary or involuntary liquidation, dissolution or winding up of, or
upon any distribution of, the assets of the Corporation; (e) may be made
convertible into or exercisable, redeemable or exchangeable for, shares of any
other class or classes or of any other series of the same or any other class
or classes or series of shares of the Corporation at such price or prices or
at such rates of exchange and with such adjustments; (f) may be entitled to
the benefit of a sinking fund to be applied to the purchase or redemption of
shares of such class or series in such amount or amounts; (g) may be entitled
to the benefit of conditions and restrictions upon the creation of
indebtedness of the Corporation or any subsidiary, upon the issuance of any
additional shares (including additional shares of such class or series or of
any other class or series) and/or upon the payment of dividends or the making
of other distributions on, and the purchase, redemption or other acquisition
by or on behalf of the Corporation or any subsidiary of, any outstanding
shares of the Corporation; and (h) may have such other relative,
participating, optional or other special rights, qualifications, limitations
or restrictions thereof; all as shall be stated in said resolution or
resolutions providing for the issuance of such shares of Preferred Stock. Any
of the powers, designations, prefer-

                                      3


ences, rights and qualifications, limitations or restrictions of any such
class or series of Preferred Stock may be made dependent upon facts
ascertainable outside of this Amended and Restated Certificate of
Incorporation of the Corporation or any amendment hereto, or outside the
resolution or resolutions providing for the issuance of such Preferred Stock
adopted by the Board of Directors pursuant to the authority vested in it by
this Part B of this Article IV of this Amended and Restated Certificate of
Incorporation of the Corporation; provided that the manner in which such facts
shall operate upon the powers, designations, preferences, rights and
qualifications, limitations or restrictions of such class or series of
Preferred Stock is clearly and expressly set forth in this Amended and
Restated Certificate of Incorporation of the Corporation, or of any amendment
hereto, or in the resolution or resolutions providing for the issuance of such
Preferred Stock adopted by the Board of Directors. The term "facts," as used
in the immediately preceding sentence shall have the meaning given to it in
Section 151(a) of the GCL (or any successor statute). Shares of Preferred
Stock of any class or series that have been redeemed or repurchased (whether
through the operation of a sinking fund or otherwise) or that if convertible,
exercisable, redeemable or exchangeable, have been converted into, or
exercised, redeemed or exchanged for, shares of any other class or classes or
series shall have the status of authorized and unissued shares of Preferred
Stock of the same class or series and may be reissued as a part of the class
or series of which they were originally a part or may be reclassified and
reissued as part of a new class or series of shares of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of
any other class or series of shares of Preferred Stock, all subject to the
conditions or restrictions on issuance set forth in the resolution or
resolutions adopted by the Board of Directors providing for the issuance of
any class or series of shares of Preferred Stock.

Part C.  Series A Junior Participating Preferred Stock.

         Section 1.  Designation and Amount. The shares of this series of
Preferred Stock, par value $0.01 per share, shall be designated as "Series A
Junior Participating Preferred Stock," and the number of shares constituting
such series shall be one million (1,000,000).

         Section 2.  Dividends and Distributions.

         (a) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock shall be entitled to receive, in preference to the holders of Common
Stock, 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
fifteenth day of March, June, September and December in each year

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(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 (the "First Issuance Date") of a share or fraction of a share
of Series A Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (i) $10.00 or (ii)
subject to the provision for adjustment hereinafter set forth, 1000 times the
aggregate per share amount of all cash dividends, and 1000 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 a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the 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 Junior Participating Preferred Stock. In the event the
Corporation shall at any time on or after January 10th, 2003 (the "Rights
Declaration Date"), (x) declare any dividend on Common Stock payable in shares
of Common Stock, (y) subdivide (by reclassification or otherwise than by
payment of dividends in shares) the outstanding Common Stock or (z) combine
(by reclassification or otherwise) the outstanding Common Stock into a smaller
number of shares, then in each such case, the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under 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.

         (b) On or after the Rights Declaration Date, no dividend on Common
Stock shall be declared unless concurrently therewith a dividend or
distribution is declared on the Series A Junior Participating Preferred Stock
as provided in Section 2(a) of this Part C of this Amended and Restated
Certificate of Incorporation of the Corporation; and the declaration of any
such dividend on the Common Stock shall be expressly conditioned upon payment
or declaration of and provision for a dividend on the Series A Junior
Participating Preferred Stock as above provided. 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 $0.01 per share on the Series A Junior
Participating Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date out of funds legally available for such
dividend payment.

         (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the re-

                                      5


cord 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 Junior Participating 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 Junior Participating
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 Junior Participating Preferred Stock entitled to receive payment
of a dividend or distribution declared thereon, which record date shall be no
more than thirty (30) days prior to the date fixed for the payment thereof.

         (d) No dividends shall be declared, set apart for payment or paid in
respect of shares of Series A Junior Participating Preferred Stock by the
Corporation pursuant to this Section 2 of this Part C of this Article IV of
this Amended and Restated Certificate of Incorporation of the Corporation,
except in compliance with (i) Section 170 and Section 173 of the DGCL and (ii)
all applicable laws, regulations (including those of any self regulatory
organization having jurisdiction over the Corporation) and orders.

         Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

         (a) Subject to the provisions for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 1000 votes on all matters submitted to a vote of the holders
of Common Stock. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide (by reclassification or otherwise than
by payment of dividends in shares) the outstanding Common Stock or (iii)
combine (by reclassification or otherwise) the outstanding Common Stock into a
smaller number of shares, then in each such case the number of votes per share
to which holders of shares of Series A Junior Participating 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.

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         (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series A Junior Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one (1) class on all
matters submitted to a vote of the holders of Common Stock.

         (c) (i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, whether or not consecutive, the occurrence of such
contingency shall mark the beginning of a period (herein called a "default
period"), which shall extend until such time when all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series A Junior Participating
Preferred Stock then outstanding shall have been declared and paid or set
apart for payment. During the continuation of a default period, all holders of
Preferred Stock (who have a similar provision in the Certificate of
Designation governing their terms, including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, whether or not consecutive, voting as a
class, irrespective of class or series, shall have the right to elect two (2)
Directors to the Board of Directors. If a holder is otherwise entitled to
elect one (1) or more Directors to the Board of Directors, but is subject to
an aggregate limit on the number of Directors to be elected by such holder
pursuant to contract or otherwise, this provision is subject to such aggregate
limit and shall not be construed to increase the number of Directors such
holder is otherwise entitled to elect.

               (ii) During the continuation of a default period, such voting
         right of the holders of Series A Junior Participating Preferred Stock
         may be exercised initially at a special meeting called pursuant to
         subparagraph (c)(iii) of this Section 3 of this Part C of this
         Article IV of this Amended and Restated Certificate of Incorporation
         of the Corporation or at any annual meeting of stockholders, and
         thereafter at annual meetings of stockholders; provided that neither
         such voting right nor the right of the holders of any other series of
         Preferred Stock, if any, to increase, in certain cases, the
         authorized number of Directors shall be exercised unless the holders
         of ten percent (10%) in number of shares of Preferred Stock
         outstanding shall be present in person or by proxy. The absence of a
         quorum of the holders of Common Stock shall not affect the exercise
         by the holders of Preferred Stock of such voting right. At any
         meeting at which the holders of Preferred Stock shall exercise such
         voting right initially during the continuation of a default period,
         they shall have the right, voting as a class, to elect Directors to
         fill such vacancies, if any, in the Board of Directors as may then
         exist up to two (2) Directors or, if such right is exercised at an
         annual meeting, to elect two (2) Directors. If the number which may
         be so elected at any special meeting does not amount to the required
         number, the holders of the Preferred Stock shall have the right to

                                      7


         make such increase in the number of Directors as shall be necessary
         to permit the election by them of the required number. After the
         holders of the Preferred Stock shall have exercised their right to
         elect Directors during the continuation of a default period, the
         number of Directors shall not be increased or decreased, except by
         vote of the holders of Preferred Stock as herein provided or pursuant
         to the rights of any equity securities ranking senior to or pari
         passu with the Series A Junior Participating Preferred Stock.

               (iii) Unless the holders of Preferred Stock shall, during the
         continuation of a default period, have previously exercised their
         right to elect Directors, the Board of Directors may order, or any
         stockholder or stockholders owning in the aggregate not less than ten
         percent (10%) of the total number of shares of Preferred Stock
         outstanding, irrespective of class or series, may request, the
         calling of a special meeting of the holders of Preferred Stock who
         have a similar provision in the Certificate of Designation governing
         their terms, which meeting shall thereupon be called by the
         President, a Vice-President or the Secretary of the Corporation.
         Notice of such meeting and of any annual meeting at which holders of
         Preferred Stock are entitled to vote pursuant to this subparagraph
         (c)(iii) of this Section 3 of this Part C of this Article IV of this
         Amended and Restated Certificate of Incorporation of the Corporation
         shall be given to each such holder of record of Preferred Stock by
         mailing a copy of such notice to him at his last address as the same
         appears on the books of the Corporation. Such meeting shall be called
         for a time not earlier than ten (10) days and not later than sixty
         (60) days after such order or request or in default of the calling of
         such meeting within sixty (60) days after such order or request, such
         meeting may be called on similar notice by any stockholder or
         stockholders owning in the aggregate not less than ten percent (10%)
         of the total number of shares of Preferred Stock who have a similar
         provision in the Certificate of Designation governing their terms.
         Notwithstanding the provisions of this subparagraph (c)(iii) of this
         Section 3 of this Part C of this Article IV of this Amended and
         Restated Certificate of Incorporation of the Corporation, no such
         special meeting shall be called during the period within sixty (60)
         days immediately preceding the date fixed for the next annual meeting
         of the stockholders.

               (iv) During the continuation of a default period, the holders
         of Common Stock, and other classes or series of stock of the
         Corporation if applicable, shall continue to be entitled to elect the
         whole number of Directors until the holders of Preferred Stock who
         have a similar provision in the Certificate of Designation governing
         their terms shall have exercised their right to elect two (2)
         Directors voting as a class, after the exercise of which right (x)
         the Directors so elected by the holders of Preferred Stock shall
         continue in office until their successors shall have been elected by
         such holders or until

                                      8


         the expiration of the default period and (y) any vacancy in the Board
         of Directors may (except as provided in subparagraph (c)(ii) of this
         Section 3 of this Part C of this Article IV of this Amended and
         Restated Certificate of Incorporation of the Corporation) be filled
         by vote of a majority of the remaining Directors theretofore elected
         by the holders of the class of stock which elected the Director whose
         office shall have become vacant. References in this paragraph (c) of
         this Section 3 of this Part C of this Article IV of this Amended and
         Restated Certificate of Incorporation of the Corporation to Directors
         elected by the holders of a particular class of stock shall include
         Directors elected by such Directors to fill vacancies as provided in
         clause (y) of the foregoing sentence.

               (v) Immediately upon the expiration of a default period, the
         (x) right of the holders of Preferred Stock as a class to elect
         Directors shall cease, (y) term of any Directors elected by the
         holders of Preferred Stock as a class shall terminate and (z) number
         of Directors shall be such number as may be provided for in this
         Amended and Restated Certificate of Incorporation of the Corporation
         or By-laws of the Corporation irrespective of any increase made
         pursuant to the provisions of subparagraph (c)(ii) of this Section 3
         of this Part C of this Article IV of this Amended and Restated
         Certificate of Incorporation of the Corporation (such number being
         subject, however, to change thereafter in any manner provided by
         applicable law or in this Amended and Restated Certificate of
         Incorporation of the Corporation or By-laws of the Corporation). Any
         vacancies in the Board of Directors effected by the provisions of
         clauses (y) and (z) in the preceding sentence may be filled by a
         majority of the remaining Directors.

(d)      Except as set forth herein, holders of Series A Junior Participating
         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 as set forth herein) for taking any
         corporate action.

         Section 4. Certain Restrictions. Whenever quarterly dividends or other
dividends or distributions payable on the Series A Junior Participating
Preferred Stock as provided in Section 2 of this Part C of this Article IV of
this Amended and Restated Certificate of Incorporation of the Corporation are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

         (a) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
rank-

                                      9


ing junior (either as to dividends or upon liquidation, dissolution or winding
up) to the Series A Junior Participating Preferred Stock;

         (b) declare or pay dividends on 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 Junior Participating
Preferred Stock, except dividends paid ratably on the Series A Junior
Participating 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 on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Junior Participating Preferred
Stock; provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity 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 Junior Participating
Preferred Stock; and

         (d) purchase or otherwise acquire for consideration any shares of
Series A Junior Participating Preferred Stock, or any shares of stock ranking
on a parity with the Series A Junior Participating 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
classes and series, shall determine in good faith will result in fair and
equitable treatment among the respective classes and series.

         Section 5. Reacquired Shares. Any shares of Series A Junior
Participating 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 class or series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth therein.

         Section 6. Liquidation, Dissolution or Winding Up. In the event of
any voluntary or involuntary dissolution, liquidation or winding up of the
affairs of the Corporation, the holders of Series A Junior Participating
Preferred Stock shall be entitled to receive the greater of (i) $1,000.00 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment and (ii) the
aggregate amount per share equal to 1,000 times the aggregate amount to be
distributed per share to holders of Common Stock (the "Series A Liquidation
Preference"). In the event the Corporation shall at any time

                                      10


after the First Issuance Date 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 Junior Participating
Preferred Stock were entitled immediately prior to such event under 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.
In the event, however, that there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other classes or series of Preferred Stock, if
any, which rank on a parity with the Series A Junior Participating Preferred
Stock, then such remaining assets shall be distributed ratably to the holders
of such parity shares in proportion to their respective liquidation
preferences. Following the payment of the full amount of the Series A
Liquidation Preference to the holders entitled thereto, no additional
distributions shall be made to or set aside for the benefit of the holders of
shares of Series A Junior Participating Preferred Stock in respect of such
shares.

         Section 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/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 1000 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
after the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide (by reclassification or
otherwise than by payment of dividends in shares) the outstanding Common Stock
or (iii) combine (by reclassification or otherwise) the outstanding Common
Stock into a smaller number of shares, 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 Junior Participating Preferred Stock 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.

                                      11


         Section 8. No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

         Section 9. Ranking. The Series A Junior Participating Preferred Stock
shall rank junior to all other classes or series of Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such classes or series shall expressly provide otherwise.

         Section 10. Amendment. At any time when any shares of Series A Junior
Participating Preferred Stock are outstanding, this Amended and Restated
Certificate of Incorporation of the Corporation shall not be further amended
in any manner which would materially alter or change the powers, preferences
or special rights of the Series A Junior Participating Preferred Stock so as
to affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Junior Participating
Preferred Stock, voting separately as a class.

         Section 11. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.

    Part D. Common Stock. Except as otherwise provided by the GCL or this
Amended and Restated Certificate of Incorporation of the Corporation and
subject to the rights of holders of any class or series of Preferred Stock
pursuant to this Amended and Restated Certificate of Incorporation of the
Corporation (including any resolution or resolutions adopted by the Board of
Directors providing for the issuance of any class or series of Preferred
Stock), all of the voting power of the stockholders of the Corporation shall
be vested in the holders of the Common Stock, and each holder of Common Stock
shall have one (1) vote for each share held by such holder on all matters
voted upon by the stockholders of the Corporation; provided, however, that,
except as otherwise required by applicable law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Amended and
Restated Certificate of Incorporation of the Corporation (including any
resolution or resolutions adopted by the Board of Directors providing for the
issuance of any class or series of Preferred Stock) that relates solely to the
terms of one (1) or more outstanding classes or series of Preferred Stock if
the holders of such affected class or series are entitled, either separately
or together with the holders of one (1) or more other such class or series, to
vote thereon pursuant to this Amended and Restated Certificate of
Incorporation of the Corporation (including any resolution or resolutions
adopted by the Board of Directors providing for the issuance of any class or
series of Preferred Stock) or pursuant to the GCL. The holders of shares
                                      12


of Common Stock shall not have cumulative voting rights. Subject to applicable
law and the rights, if any, of the holders of any outstanding class or series
of Preferred Stock or any class or series of stock having a preference over,
or the right to participate with, the Common Stock with respect to the payment
of dividends, dividends may be declared and paid on the Common Stock out of
funds legally available therefor at such times and in such amounts and forms
as the Board of Directors in its sole discretion shall determine. In the event
of the voluntary or involuntary liquidation, dissolution, distribution of
assets or other winding up of the Corporation, after distribution in full of
preferential amounts, if any, to be distributed to the holders of any class or
series of Preferred Stock or any class or series of stock having a preference
over, or the right to participate with, the Common Stock, the holders of the
Common Stock shall be entitled to share equally and ratably, share for share,
in all of the remaining assets of the Corporation of whatever kind available
for distribution to stockholders. For the purposes of this Part D of this
Article IV of this Amended and Restated Certificate of Incorporation of the
Corporation, (i) a consolidation, combination, redomicile, merger (including a
holding company merger) or share exchange of the Corporation with one (1) or
more corporations (whether or not the Corporation remains the surviving
corporation in such a transaction), or successive consolidations,
combinations, redomiciles, mergers or share exchanges or (ii) a sale,
transfer, conveyance or other disposition of all or substantially all of the
Corporation's assets (including its subsidiaries' assets), shall not be deemed
to be a liquidation, dissolution or winding up, voluntary or involuntary, of
the Corporation.

                                  ARTICLE V

                              BOARD OF DIRECTORS

         The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors. Subject to the rights of any
holder of any class or series of Preferred Stock, the Board of Directors shall
consist of not less than three (3) nor more than fifteen (15) members, the
exact number of which shall be fixed from time to time by the Board of
Directors. In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the Directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Amended and Restated Certificate of Incorporation of the Corporation, and any
By-laws of the Corporation adopted by the stockholders or the Directors;
provided, however, that no By-laws of the Corporation hereafter adopted by the
stockholders or the Directors shall invalidate any prior act of the Directors
which would have been valid if such By-Laws of the Corporation had not been
adopted. Advance notice of nominations for the election of Directors shall be
given in the manner and to the extent provided in the By-laws of the
Corporation. Elections of Directors need not be by written ballot except and
to the extent provided in the By-

                                      13


laws of the Corporation. Each Director shall be entitled to one (1) vote per
director on all matters voted or acted upon by the Board of Directors or any
duly constituted committee of which such Director is a member at the time of
such vote or action. The Directors shall be divided into three (3) classes,
designated Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third of the total number of Directors
constituting the entire Board of Directors. The term of the Initial Class I
Directors shall terminate on the date of the 2003 annual meeting of
stockholders; the term of the initial Class II Directors shall terminate on
the date of the 2004 annual meeting of stockholders and the term of the
initial Class III Directors shall terminate on the date of the 2005 annual
meeting of stockholders. At each annual meeting of stockholders beginning in
2003, successors to the class of Directors whose term expires at that annual
meeting shall be elected for a three-year term. If the number of Directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of Directors in each class as nearly equal as possible,
and any additional Directors of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of Directors shorten the term of any incumbent Director. A
Director shall hold office until the annual meeting for the year in which such
Director's term expires and until such Director's successor shall be elected
and shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board of
Directors, howsoever resulting, may be filled by a majority of the Directors
then in office, even if less than a quorum, or by a sole remaining Director.
Any Director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such Director shall have been
elected.

         Notwithstanding the foregoing, whenever the holders of any one (1) or
more classes or series of Preferred Stock shall have the right, voting
separately by class or series, to elect one (1) or more Directors at an annual
or special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Amended and Restated Certificate of Incorporation of the
Corporation or in any resolution or resolutions adopted by the Board of
Directors providing for the issuance of any class or series of Preferred
Stock, and such Directors so elected shall not be divided into classes
pursuant to this Article V of this Amended and Restated Certificate of
Incorporation of the Corporation unless expressly provided by such terms.



                                      14


                                  ARTICLE VI

                             REMOVAL OF DIRECTORS

         Any or all of the Directors may be removed from office at any time,
but only for cause and only by the affirmative vote of the holders of
two-thirds (66?%) of the outstanding shares of the Corporation then entitled
to vote generally in the election of Directors, considered for purposes of
this Article VI of this Amended and Restated Certificate of Incorporation of
the Corporation as one (1) class. Notwithstanding the previous sentence,
whenever the holders of any class or series of Preferred Stock are entitled to
elect one (1) or more Directors by the resolution or resolutions providing for
the issuance of any class or series of Preferred Stock, this Article VI of
this Amended and Restated Certificate of Incorporation of the Corporation
shall apply, in respect of the removal of a Director or Directors so elected,
to the vote of the holders of the outstanding shares of that class or series
of Preferred Stock and not to the vote of the outstanding shares as a whole.

                                 ARTICLE VII

                   PROHIBITION ON ACTIONS BY WRITTEN CONSENT
                                OF STOCKHOLDERS

         Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of the stockholders at
an annual or special meeting duly noticed and called, as provided in the
By-laws of the Corporation, and may not be taken by a written consent of the
stockholders pursuant to the GCL. Notwithstanding the previous sentence, if
the resolution or resolutions providing for the issuance of any class or
series of Preferred Stock permit action to be taken by written consent in
accordance with the GCL, such class or series of Preferred Stock shall be
permitted to take action by written consent.

                                 ARTICLE VIII

                       SPECIAL MEETINGS OF STOCKHOLDERS

         Except as otherwise expressly set forth in this Amended and Restated
Certificate of Incorporation of the Corporation or in the resolution or
resolutions providing for the issuance of any class or series of Preferred
Stock, special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time solely by a majority vote of the Board
of Directors (or a duly constituted committee thereof), the Chairman of the
Board of Directors or the President. Special meetings of the stockholders of
the Corporation may not be called by any other person or persons.

                                      15


                                  ARTICLE IX

                             CERTAIN TRANSACTIONS

     Part A. In addition to any affirmative vote required by applicable law or
regulations, or in any agreement with or under the rules and regulations of
any national securities exchange or inter-dealer quotation system or any other
provision of this Amended and Restated Certificate of Incorporation of the
Corporation or the By-laws of the Corporation, and except as otherwise
expressly provided in Part B of this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation, a Business Combination (as
hereinafter defined) with, or proposed by or on behalf of, any Interested
Stockholder Party (as hereinafter defined) or any person who thereafter would
be an Affiliate, Associate or Schedule 13D Related Party (as hereinafter
defined) of such Interested Stockholder shall require the affirmative vote of
not less than seventy-five percent (75%) of the votes entitled to be cast by
the holders of all the then outstanding shares of Voting Stock (as hereinafter
defined), voting together as a single class, excluding Voting Stock
beneficially owned by any Interested Stockholder Party. 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
applicable law or regulations, or in any agreement with or under the rules and
regulations of any national securities exchange, inter-dealer quotation system
or any other provision of this Amended and Restated Certificate of
Incorporation of the Corporation or the By-laws of the Corporation.

     Part B. The provisions of Part A of this Article IX of this Amended and
Restated Certificate of Incorporation of the Corporation shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required
by applicable law or regulations, or in any agreement with or under the rules
and regulations of any national securities exchange or inter-dealer quotation
system or any other provision of this Amended and Restated Certificate of
Incorporation of the Corporation or the By-laws of the Corporation, if all of
the conditions specified in either of the following paragraphs 1 and 2 are
met:

                  1. The Business Combination shall have been approved by a
majority of the Continuing Directors (as hereinafter defined).

                  2. All of the following conditions shall have been met:

         (a) 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 of consideration other than cash to be received
         per share by holders of

                                      16


         Common Stock in such Business Combination shall be at least equal to
         the highest amount determined under clauses (i), (ii) and (iii)
         below:

              (i) (if applicable) the highest per share price (including any
         brokerage commissions, transfer taxes and soliciting dealers' fees)
         paid by or on behalf of the Interested Stockholder for any share of
         Common Stock in connection with the acquisition by the Interested
         Stockholder of beneficial ownership of shares of Common Stock
         acquired by it (x) within the two-year period immediately prior to
         the first public announcement of the proposed Business Combination
         (the "Announcement Date"), or (y) in the transaction in which it
         became an Interested Stockholder, whichever is higher, in either case
         as adjusted for any subsequent stock split, stock dividend,
         subdivision or reclassification with respect to the Common Stock;

              (ii) the Fair Market Value per share of Common Stock on the
         Announcement Date or on the date on which the Interested Stockholder
         became an Interested Stockholder (the "Determination Date"),
         whichever is higher, as adjusted for any subsequent stock split,
         stock dividend, subdivision or reclassification with respect to the
         Common Stock; and

              (iii) (if applicable) the price per share (as adjusted for any
         subsequent stock split, stock dividend, subdivision or
         reclassification with respect to the Common Stock) equal to the Fair
         Market Value per share of the Common Stock determined pursuant to
         paragraph 2(a)(ii) of this Part B of this Article IX of this Amended
         and Restated Certificate of Incorporation of the Corporation,
         multiplied by the ratio of (A) the highest per share price (including
         any brokerage commissions, transfer taxes and soliciting dealers'
         fees) paid by the Interested Stockholder for any share of Common
         Stock acquired by it within the two-year period immediately prior to
         the Announcement Date to (B) the Fair Market Value per share of
         Common Stock on the first day in such two-year period on which the
         Interested Stockholder acquired any share of Common Stock.

         (b) The aggregate amount of the cash and the Fair Market Value as of
         the date of the consummation of the Business Combination of
         consideration other than cash to be received per share by holders of
         shares of any class or series of outstanding Capital Stock (as
         hereinafter defined), other than Common Stock, shall be at least
         equal to the highest amount determined under clauses (i), (ii), (iii)
         and (iv) below:

              (i) (if applicable) the highest per share price (including any
         brokerage commissions, transfer taxes and soliciting dealers' fees)
         paid by or on behalf of the Interested Stockholder for any share of
         such class or series of

                                      17


         Capital Stock in connection with the acquisition by the Interested
         Stockholder of beneficial ownership of shares of such class or series
         of Capital Stock (x) within the two-year period immediately prior to
         the Announcement Date or (y) in the transaction in which it became an
         Interested Stockholder, whichever is higher, in either case as
         adjusted for any subsequent stock split, stock dividend, subdivision
         or reclassification with respect to such class or series of Capital
         Stock;

              (ii) 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, as adjusted for any subsequent stock split,
         stock dividend, subdivision or reclassification with respect to such
         class or series of Capital Stock;

              (iii) (if applicable) 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; and

              (iv) (if applicable) the price per share (as adjusted for any
         subsequent stock split, stock dividend, subdivision or
         reclassification with respect to the Capital Stock) equal to the Fair
         Market Value per share of such Capital Stock determined pursuant to
         paragraph 2(b)(ii) of this Part B of this Article IX of this Amended
         and Restated Certificate of Incorporation of the Corporation,
         multiplied by the ratio of (A) the highest per share price (including
         any brokerage commissions, transfer taxes and soliciting dealers'
         fees) paid by the Interested Stockholder for any share of such class
         or series of Capital Stock acquired by it within the two-year period
         immediately prior to the Announcement Date to (B) the Fair Market
         Value per share of such class or series of Capital Stock on the first
         day in such two-year period upon which the Interested Stockholder
         acquired any share of such class or series of Capital Stock.

         The provisions of this paragraph 2 of this Part B of this Article IX
         of this Amended and Restated Certificate of Incorporation of the
         Corporation shall be required to be met with respect to every class
         or series of outstanding Capital Stock, whether or not the Interested
         Stockholder has previously acquired beneficial ownership of any
         shares of a particular class or series of Capital Stock.

         (c) The consideration to be received by holders of a particular class
         or series of outstanding Capital Stock shall be in cash or in the
         same form as pre-

                                      18


         viously has been paid by or on behalf of the Interested Stockholder
         in connection with 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 Stockholder.

         (d) After the Determination Date and prior to the consummation of
         such Business Combination: (i) except as approved by a majority of
         the Continuing Directors, 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; (ii) 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,
         subdivision or reclassification of the Common Stock), except as
         approved by a majority of the Continuing Directors; (iii) 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), recapitalization, reorganization or any
         similar transaction that has the effect of reducing the number of
         outstanding shares of Common Stock, unless the failure so to increase
         such annual rate is approved by a majority of the Continuing
         Directors; and (iv) such Interested Stockholder shall not have become
         the beneficial owner of any additional shares of Capital Stock,
         except as part of the transaction that resulted in such Interested
         Stockholder becoming an Interested Stockholder, and except in a
         transaction that, after giving effect thereto, would not result in
         any increase in the Interested Stockholder's percentage beneficial
         ownership of any class or series of Capital Stock.

         (e) A proxy or information statement describing the proposed Business
         Combination and complying with the requirements of the Securities
         Exchange Act of 1934, as amended, and the rules and regulations
         promulgated thereunder (the "Exchange Act") (or any successor
         statute) shall be mailed to all stockholders of the Corporation at
         least thirty (30) days prior to the consummation of all or any part
         of such Business Combination (whether or not such proxy or
         information statement is required to be mailed pursuant to the
         Exchange Act or any successor statute). The proxy or information
         statement shall contain on the first page thereof, in a prominent
         place, any statement as to the advisability (or inadvisability) of
         the Business Combination that the Continuing Directors, or any of
         them, may choose to make and, if deemed advisable by a majority of
         the Continuing Directors, an opinion of a nationally recognized
         investment banking firm selected by a majority of the Con-

                                      19


         tinuing Directors as to the fairness (or unfairness) 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 Stockholder Parties, such investment banking firm to be
         paid a reasonable fee for its services by the Corporation.

         (f) Such Interested Stockholder shall not have made any major change
         in the Corporation's business, operations, finances or equity capital
         structure prior to the consummation of the Business Combination,
         without the prior approval of a majority of the Continuing Directors.

     Part C. The following definitions shall apply with respect to this
Article IX of this Amended and Restated Certificate of Incorporation of the
Corporation:

     "Affiliate" or "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 of the Exchange Act, as in effect on the date this
Amended and Restated Certificate of Incorporation of the Corporation is
approved by the Board of Directors (the term "registrant" in said Rule 12b-2
meaning in this case the Corporation).

                  A person shall be a "beneficial owner" of any Voting Stock:
(a) which such person or any of its Affiliates, Associates or Schedule 13D
Related Parties beneficially owns, directly or indirectly; (b) which such
person or any of its Affiliates or Associates has, directly or indirectly, (i)
the right to acquire (whether such right is exercisable immediately or subject
only to the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
redemption rights, warrants or options, or otherwise (including put and call
arrangements), or (ii) the right to vote pursuant to any agreement,
arrangement or understanding; or (c) which is beneficially owned, directly or
indirectly, by any other person with which such person or any of its
Affiliates, Associates or Schedule 13D Related Parties has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any shares of Capital Stock. For the purposes of determining
whether a person is an Interested Stockholder as defined in this Part C of
this Article IX of this Amended and Restated Certificate of Incorporation of
the Corporation, the number of shares of Capital Stock deemed to be
outstanding shall include shares deemed beneficially owned by such person
through applications of this paragraph, but shall not include any other shares
of Capital Stock that may be issuable pursuant to an agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options, or
otherwise.

                  "Business Combination" shall mean: (a) any merger or
consolidation of the Corporation or any Subsidiary (as hereinafter defined)
with (i) any Interested Stockholder or (ii) any other person (whether or not
itself an Interested Stockholder),

                                      20


which is or after such merger or consolidation would be an Affiliate,
Associate or Schedule 13D Related Party of an Interested Stockholder; or (b)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition or
security arrangement, investment, loan, advance, guarantee, agreement to
purchase, agreement to pay, extension of credit, guaranty of credit, joint
venture participation or other arrangement (in one (1) transaction or a series
of related transactions) with or for the benefit of any Interested Stockholder
Party involving any assets, liabilities, securities or commitments of the
Corporation, any Subsidiary or any Interested Stockholder Party (except for
any arrangement, whether as an employee, consultant or otherwise, other than
as a Director, pursuant to which any Interested Stockholder Party shall,
directly or indirectly, have any control over or responsibility for the
management of any aspect of the business or affairs of the Corporation, with
respect to which arrangements the value tests set forth below shall not
apply), together with all other such arrangements (including all contemplated
future events), has an aggregate Fair Market Value and/or involves aggregate
commitments of $10,000,000.00 or more or constitutes more than five percent
(5%) of the book value of the total assets (in the case of transactions
involving assets or commitments other than Capital Stock) or five percent (5%)
of the stockholder's equity (in the case of transactions in Capital Stock) of
the entity in question (the "Substantial Part"), as reflected in the most
recent fiscal year-end audited consolidated balance sheet of such entity
existing at the time the stockholders of the Corporation would be required to
approve or authorize the Business Combination involving the assets, securities
and/or commitments constituting any Substantial Part; or (c) the adoption of
any plan or proposal for the liquidation or dissolution of the Corporation
which is voted for or consented to by any Interested Stockholder Party; or (d)
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 Stockholder) 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 Stockholder Party; or (e) any agreement,
contract or other arrangement providing for any one (1) or more of the actions
specified in the foregoing clauses (a) through (d). A holding company merger
in and of itself shall not be deemed or construed as a Business Combination.

                  "Capital Stock" shall mean all capital stock of the
Corporation authorized to be issued from time to time under Article IV of this
Amended and Restated Certificate of Incorporation of the Corporation.

                  "Continuing Director" means any member of the Board of
Directors, while such person is a member of the Board of Directors, who is not
an Affiliate, Associate, Schedule 13D Related Party or representative of the
Interested Stockholder

                                      21


and was a member of the Board of Directors prior to the
time that the Interested Stockholder became an Interested Stockholder, and any
successor of a Continuing Director while such successor is a member of the
Board of Directors, who is not an Affiliate, Associate, Schedule 13D Related
Party or representative of the Interested Stockholder and is recommended or
elected to succeed the Continuing Director by a majority of Continuing
Directors.

                  "control" (including the terms "controlled by" and under
"common control with") with respect to the relationship between or among two
(2) or more persons, means the possession directly or indirectly, of the power
to direct or cause the direction of the affairs or management of a person,
whether through the ownership of voting securities, by contract or otherwise.

                  "Fair Market Value" means: (a) in the case of cash, the
amount of such cash; (b) in the case of stock, the highest closing sale price
during the 30-trading 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 Exchange Act
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-trading day period immediately preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System, in the OTC Bulletin Board administered by the National
Association of Securities Dealers, Inc., in the pink sheets of the National
Quotation Bureau Incorporated or any similar 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 a majority of the
Continuing Directors; and (c) 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 a majority of the Continuing Directors.

                  "Interested Stockholder" 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
Subsidiary or any trustee of, or fiduciary with respect to, any such plan when
acting in such capacity) who: (a) is or has announced or publicly disclosed a
plan or intention to become the beneficial owner of Voting Stock representing
fifteen percent (15%) or more of the votes entitled to be cast by the holders
of all then outstanding shares of Voting Stock; (b) is an Affiliate or
Associate (or Schedule 13D Related Party of either of the foregoing) of the
Corporation and at any time within the three-year period immediately prior to
the date in question was the beneficial owner of Voting Stock representing
fifteen percent (15%) or more of the votes entitled to be cast by the holders
of all then outstanding shares of Voting Stock; or (c) is an assignee of or

                                      22


has otherwise succeeded to any Voting Stock which was at any time within the
three-year period immediately prior to the date in question beneficially owned
by an Interested Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act of 1933.

                  "Interested Stockholder Party" shall mean any Interested
Stockholder together with its Affiliates, Associates and Schedule 13D Related
Parties.

                  "person" shall mean any individual, firm, company or other
entity or organization and shall include any "group" (as such term is defined
in Rule 13d-5(b)(1) of the Exchange Act) comprised of any person and any other
person with whom such person or any Affiliate or Associate (or Schedule 13D
Related Party to either of the foregoing) of such person has any agreement,
arrangement or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of Capital Stock.

                  "Schedule 13D Related Party" with respect to a specified
Interested Stockholder, shall mean any individual, partnership, association,
joint venture, corporation, business, trust, joint stock company, limited
liability company, any unincorporated organization, any other entity or a
"group" of such persons (as such term is defined in Rule 13d-5(b)(1) of the
Exchange Act) whose beneficial ownership of securities would be required to be
aggregated on any Schedule 13D or Schedule 13G required to be filed by any
such Interested Stockholder pursuant to the Exchange Act.

                  "Subsidiary" means any company 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 Stockholder set
forth in this Part C of Article IX of this Amended and Restated Certificate of
Incorporation of the Corporation, the term "Subsidiary" shall mean only a
company of which a majority of each class of equity security is beneficially
owned by the Corporation.

                  "Voting Stock" shall mean all Capital Stock which by its
terms may be voted on all matters submitted to stockholders of the Corporation
generally.

                  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 2(a) and 2(b) of Part B of this Article IX of
this Amended and Restated Certificate of Incorporation of the Corporation
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.

                                      23


    Part D. A majority of the Continuing Directors shall have the power and
duty to determine for the purpose of this Article IX of this Amended and
Restated Certificate of Incorporation of the Corporation, on the basis of
information known to them after reasonable inquiry, all questions arising
under this Article IX of this Amended and Restated Certificate of
Incorporation of the Corporation, including, without limitation, (a) whether a
person is an Interested Stockholder, (b) the number of shares of Capital Stock
or other securities beneficially owned by any person, (c) whether a person is
an Affiliate, Associate, Schedule 13D Related Party or representative of
another, (d) whether a Proposed Action (as hereinafter defined) is with, or
proposed by, or on behalf of an Interested Stockholder or an Affiliate,
Associate or Schedule 13D Related Party of an Interested Stockholder, (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 $10,000,000.00 or more and (f) whether the
assets or securities that are the subject of any Business Combination
constitute a Substantial Part. The good faith determination of a majority of
the Continuing Directors on such matters shall be conclusive and binding on
all parties for all purposes of this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation.

    Part E. Nothing contained in this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by applicable
law.

    Part F. The fact that any Business Combination complies with the
provisions of Part B of this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board of
Directors (or any committee thereof), or any member thereof, to approve such
Business Combination or recommend its adoption or approval to the stockholders
of the Corporation, nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors (or any committee thereof), or
any member thereof, with respect to discussions and evaluations of, or actions
and responses taken with respect to, such Business Combination or any other
transaction.

    Part G. For the purposes of this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation, a Business Combination or any
proposal to amend, repeal or adopt any provision of this Amended and Restated
Certificate of Incorporation of the Corporation inconsistent with this Article
IX of this Amended and Restated Certificate of Incorporation of the
Corporation (collectively, "Proposed Action") is presumed to have been
proposed by, or on behalf of, an Interested Stockholder Party or a person who
thereafter would become such if (1) after the Interested Stockholder became
such, the Proposed Action is proposed following

                                      24


the election of any Director who with respect to such Interested Stockholder
Party, would not qualify to serve as a Continuing Director or (2) such
Interested Stockholder Party or person votes for or consents to the adoption
of any such Proposed Action, unless as to such Interested Stockholder Party or
person a majority of the Continuing Directors makes a good faith determination
that such Proposed Action is not proposed by or on behalf of such Interested
Stockholder Party or person, based on information known to them after
reasonable inquiry.

    Part H. Notwithstanding any other provisions of this Amended and Restated
Certificate of Incorporation of the Corporation or the By-laws of the
Corporation (and notwithstanding the fact that a lesser percentage or separate
class vote may be specified by applicable law or regulations, or in any
agreement with or under the rules and regulations of any national securities
exchange or inter-dealer quotation system or any other provision of this
Amended and Restated Certificate of Incorporation of the Corporation or the
By-laws of the Corporation), any proposal to amend, alter, repeal, or adopt
any provision of this Amended and Restated Certificate of Incorporation of the
Corporation inconsistent with this Article IX of this Amended and Restated
Certificate of Incorporation of the Corporation which is proposed by or on
behalf of an Interested Stockholder Party shall require the affirmative vote
of the holders of not less than seventy-five percent (75%) of the votes
entitled to be cast by the holders of all the then outstanding shares of
Voting Stock, voting together as a single class, excluding Voting Stock
beneficially owned by such Interested Stockholder Party; provided, however,
that this Part H of this Article IX of this Amended and Restated Certificate
of Incorporation of the Corporation shall not apply to, and such seventy-five
percent (75%) vote shall not be required for, any amendment, alteration,
repeal or adoption unanimously recommended by the Board of Directors if all of
such Directors are persons who would be eligible at such time to serve as
Continuing Directors within the meaning of such term as set forth in Part C of
this Article IX of this Amended and Restated Certificate of Incorporation of
the Corporation.

                                  ARTICLE X

                            LIMITATION ON LIABILITY

         No Director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
Director, except to the extent such elimination from liability or limitation
thereof is not permitted under the GCL as the same exists or may hereafter be
amended. If the GCL is amended hereafter to authorize the further elimination
or limitation of the liability of Directors, then the liability of a Director
shall be eliminated or limited to the fullest extent authorized by the GCL, as
so amended. Any repeal, alteration or amendment of this Article X of this
Amended and Restated Certificate of Incorporation of the Corporation or
adoption of any provision inconsistent herewith shall not adversely

                                      25

affect any right or protection of a Director existing at the time of such
repeal, alteration, amendment or adoption with respect to acts or omissions
occurring immediately prior to such repeal, alteration, amendment or adoption.
The provisions of this Article X of this Amended and Restated Certificate of
Incorporation of the Corporation shall continue as to a person who has ceased
to be a Director and shall inure to his heirs, executors, administrators and
personal and legal representatives.

                                  ARTICLE XI

                        ACTIONS WITH RESPECT TO BY-LAWS

         In furtherance and not in limitation of the powers conferred by
statute, a majority of the entire Board of Directors is expressly authorized
to adopt, repeal, alter, amend or rescind the By-laws of the Corporation. As
used in this Article XI of this Amended and Restated Certificate of
Incorporation of the Corporation, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there were
no vacancies. In addition, the By-laws of the Corporation may be adopted,
repealed, altered, amended, or rescinded by the affirmative vote of the
holders of sixty-six and two-thirds percent (66 2/3%) of the Voting Stock (as
defined in Article IX of this Amended and Restated Certificate of
Incorporation of the Corporation), voting together as a single class.

                                 ARTICLE XII

                           MEETINGS OF STOCKHOLDERS

         Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision contained in the GCL)
outside the state of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the By-Laws of the
Corporation.

                                 ARTICLE XIII

                  MODIFICATION OF CERTAIN PROVISIONS OF THIS
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

         Notwithstanding anything contained in this Amended and Restated
Certificate of Incorporation of the Corporation to the contrary, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of the Voting Stock (as defined in Article IX of this Amended and
Restated Certificate of Incorporation of the Corporation), voting together as
a single class, shall be required to amend, alter, repeal or adopt any
provision inconsistent with Articles V, VI, VII, VIII, X, XI, this

                                      26


Article XIII, Article XVI and Article XVII of this Amended and Restated
Certificate of Incorporation of the Corporation.

                                 ARTICLE XIV

                     FURTHER ACTIONS WITH RESPECT TO THIS
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

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

                                  ARTICLE XV

                          SECTION 1123 OF THE UNITED
                            STATES BANKRUPTCY CODE

         The Corporation shall not issue any class of non-voting equity
securities unless and solely to the extent permitted by Section 1123(a)(6) of
the United States Bankruptcy Code (the "Bankruptcy Code") as in effect on the
effective date of the Plan of Reorganization; provided, however, that this
Article XV of this Amended and Restated Certificate of Incorporation of the
Corporation: (a) will have no further force and effect beyond that required
under Section 1123(a)(6) of the Bankruptcy Code; (b) will have such force and
effect, if any, only for so long as Section 1123(a)(6) of the Bankruptcy Code
is in effect and applicable to the Corporation; and (c) in all events may be
amended or eliminated in accordance with applicable law as from time to time
in effect.

                                 ARTICLE XVI

                                INDEMNIFICATION

         The Corporation shall indemnify any person who is or was or had
agreed to become a Director or officer of the Corporation or any person who is
or was serving or who had agreed to serve at the request of the Board of
Directors as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans maintained or sponsored by the Corporation
(including the heirs, executors, administrators and personal and legal
representatives of such person) in accordance with the By-laws of the
Corporation to the fullest extent authorized by the GCL, as the same exists or
hereafter may be amended but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification

                                      28


rights than the GCL permitted the Corporation to provide immediately prior to
such amendment) or any other applicable laws as presently or hereinafter in
effect; provided, however, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any
Director or officer (or his heirs, executors, administrators and personal and
legal representatives) in connection with a proceeding (or part thereof)
initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors. The right to
indemnification conferred by this Article XVI of this Amended and Restated
Certificate of Incorporation of the Corporation shall include the right to be
paid by the Corporation the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition.

         The Corporation may, to the extent authorized from time to time by
the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article XVI of this Amended and Restated Certificate
of Incorporation of the Corporation to Directors and officers of the
Corporation.

         The rights to indemnification and to the advancement of expenses
conferred in this Article XVI of this Amended and Restated Certificate of the
Corporation shall not be exclusive of any other right which any person may
have or thereafter acquire under this Amended and Restated Certificate of
Incorporation of the Corporation, the By-Laws of this Corporation, any
statute, agreement, policy, vote of stockholders or disinterested directors or
otherwise.

         Any repeal, alteration or amendment of this Article XVI of this
Amended and Restated Certificate of Incorporation of the Corporation or
adoption of any provision inconsistent herewith shall not adversely affect any
rights to indemnification and to the advancement of expenses of a Director or
officer of the Corporation or any other person entitled to or granted
indemnification under this Article XVI of this Amended and Restated
Certificate of Incorporation of the Corporation existing at the time of such
repeal, alteration, amendment or adoption with respect to any acts or
omissions occurring immediately prior to such repeal, alteration, amendment or
adoption.

                                 ARTICLE XVII

                            SECTION 203 OF THE GCL

     The Corporation elects to be governed by Section 203 of the GCL, as the
same may be amended from time to time.

                                      27



         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by Richard J. Lubasch, its
Executive Vice President, General Counsel and Secretary, this 10th day of
January 2003.



                                          By:  /s/ Richard J. Lubasch
                                             -----------------------------------
                                             Name:   Richard J. Lubasch
                                             Title:  Executive Vice President,
                                                     General Counsel
                                                     and Secretary