

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               HALLIBURTON COMPANY

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

         1. The name of the  Corporation  is  HALLIBURTON  COMPANY.  HALLIBURTON
COMPANY was originally incorporated under the name HALLIBURTON HOLD CO., and the
original  Certificate of  Incorporation  of the  Corporation  was filed with the
Secretary of State of the State of Delaware on November 7, 1996.

         2. Pursuant to Section 245 of the General  Corporation Law of the State
of Delaware,  the Board of Directors  of the  Corporation  has duly adopted this
Restated  Certificate  of  Incorporation  which only restates and integrates and
does  not  further  amend  the   provisions  of  the  Restated   Certificate  of
Incorporation  as theretofore  amended or  supplemented  of the  Corporation and
there is no  discrepancy  between those  provisions  and the  provisions of this
Restated Certificate of Incorporation.

         3. The text of the Restated Certificate of Incorporation is as follows:

         FIRST:   The name of this Corporation is HALLIBURTON COMPANY.

         SECOND:  The location of its principal  office in the State of Delaware
is 1209 Orange Street in the City of Wilmington,  County of New Castle. The name
of the agent therein and in charge of thereof is THE CORPORATION  TRUST COMPANY,
1209 Orange Street, Wilmington, Delaware.
         THIRD:   The  nature  of  the  business,  or objects, or purposes to be
transacted, promoted or carried on are:
         (a) To  acquire,  own  and  hold  United  States  and  Foreign  Letters
patent;  and  Licenses  thereunder,  relating  to  the cementing  and  finishing
of oil wells,  gas wells and water  wells, including processes  and machines for
mixing cement and other  substances in an efficient manner and forcing same into
such  wells;  and  measuring  devices  used  in the process of cementing  wells;
and under such patents and licenses and to conduct the business of cementing and
finishing oil  wells,  gas and  water wells,  and to purchase,  own  and use all
necessary and convenient  tools,  implements  and appliances,  including trucks,
for the  conduct of such business;  also such real and personal  property as may
be  needful  in its  operations.  To transact any of its business in any part of
the world.


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<PAGE>

         (b) To manufacture,  sell,  lease,  use or service any and all kinds of
supplies, tools, appliances,  accessories,  specialties, machinery and equipment
relating  to or useful in  connection  with the  cementing,  testing,  drilling,
completing,  cleaning,  repairing  or operating  oil wells,  gas wells and water
wells.
         (c) To acquire, own and operate such machinery,  apparatus,  appliances
and  equipment  as may be  necessary,  proper or  incidental  to the  cementing,
testing, completing,  repairing,  cleaning and operating of oil wells, gas wells
and water  wells,  or for any of the  purposes  for which  this  Corporation  is
organized.
         (d) To apply for,  purchase  or in any manner to  acquire,  hold,  use,
sell,  assign,  lease,  grant  licenses in respect of,  mortgage,  or  otherwise
dispose of letters  patent of the United States or any foreign  country,  patent
rights,  licenses  and  privileges,  inventions,  improvements,  and  processes,
copyrights, trademarks, and trade names relating to or useful in connection with
any business of this Corporation,  and to work, operate or develop the same, and
to carry on any  business,  manufacturing  or  otherwise,  which may directly or
indirectly effectuate these objects or any of them.
         (e)  In  general,  upon  approval  of the  Board  of  Directors  of the
Corporation,  to  carry  on any  other  business,  including  selling,  leasing,
manufacturing  and servicing,  even though unrelated to the objects and purposes
enumerated in paragraphs (a), (b), (c) and (d) hereof,  and to have and exercise
all the powers conferred by the laws of Delaware upon corporations,  and to have
one or more  offices  out of the  State  of  Delaware,  and to  hold,  purchase,
mortgage and convey real and personal property out of the State of Delaware, and
to do any or all of the  things  hereinbefore  set  forth to the same  extent as
natural persons might or could do.


                                       22
<PAGE>

         (f) The objects and purposes  specified in the foregoing clauses shall,
except  where  otherwise  expressed,  be in no wise  limited  or  restricted  by
reference  to,  or  inference  from,  the  terms  of any  other  clause  in this
Certificate of Incorporation,  but the objects and purposes specified in each of
the foregoing  clauses of this article shall be regarded as independent  objects
and purposes.
         FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue shall be six hundred five million  (605,000,000),  consisting
of six hundred million  (600,000,000) shares of Common Stock of the par value of
Two & 50/100 Dollars  ($2.50) per share and five million  (5,000,000)  shares of
Preferred  Stock  without  par  value.  The  relative  rights,  preferences  and
limitations of the shares of each class are as follows:

                               (A) PREFERRED STOCK

         (1) Shares of the  Preferred  Stock may be issued in one or more series
at such time or times and for such  consideration or considerations as the Board
of Directors may determine and authority is vested in the Board of Directors, by
resolution or resolutions  from time to time to establish and designate  series,
to issue  shares  of any such  series  and to fix the  relative,  participating,
optional,   or  other  rights,   powers,   privileges,   preferences,   and  the
qualifications,  limitations or restrictions thereof, including, but not limited
to, the following:
                  (a)  The   distinctive   designation   and  number  of  shares
         comprising  any  series,  which  number  may  (except  where  otherwise
         provided  by the  Board  of  Directors  in  creating  such  series)  be
         increased or decreased (but not below the number of shares thereof then
         outstanding)  from  time  to  time  by  like  action  of the  Board  of
         Directors;
                  (b) The dividend rate or rates on the shares of any series and
         the preference or preferences, if any, over any other series (or of any
         other series over such series) with respect to dividends, the terms and
         conditions upon which such dividends shall be payable,  and whether and
         upon what  conditions  dividends  on the shares of any series  shall be
         cumulative, and on such shares of any series having cumulative dividend
         rights,  the date or dates from which  dividends  on the shares of such
         series shall be cumulative;


                                       23
<PAGE>

                  (c) The  terms,  if any,  upon  which the shares of any series
         shall be convertible  into, or exchangeable  for, shares of a different
         series of Preferred Stock or for Common Stock including but not limited
         to the price or  prices  or rate of  exchange,  and  conditions  of any
         adjustments  thereof,  which  price or rate  may,  but need  not,  vary
         according to the time or circumstances of the conversion or exchange;
                  (d)  Whether or not the shares of any series  shall be subject
         to purchase  or  redemption,  the time or times when,  and the price or
         prices at which such shares shall be  redeemable  as well as the manner
         for selecting shares to be redeemed, if less than all of a series is to
         be redeemed at any given time,  and other terms and  conditions of such
         purchase or redemption;
                  (e) The obligation,  if any, of the Corporation to purchase or
         redeem shares of any series pursuant to a sinking or other fund and the
         price or prices which, the period or periods within which and the terms
         and conditions upon which the shares of the series shall be redeemed in
         whole or in part pursuant to such fund;
                  (f) The  rights to which the  holders  of shares of any series
         shall be entitled upon  liquidation,  dissolution  of, or winding up of
         the  Corporation,  whether  the  same  be a  voluntary  or  involuntary
         liquidation, dissolution or winding up of the Corporation.
                  (g) The voting powers,  full or limited,  if any, to which the
         shares of any series shall be entitled in addition to those required by
         law,  including without  limitation the vote or votes per share and the
         transaction  of any  business or of any  specified  item of business in
         connection with which the shares of any series shall vote as a class;


                                       24
<PAGE>

                  (h) Any other preferences, privileges and powers and relative,
         participating, optional or other rights and qualifications, limitations
         or restrictions  thereof,  of any series not  inconsistent  herewith or
         with  applicable  law. 
         (2) The  shares  of  each  series  of Preferred Stock shall entitle the
holders thereof to receive, when, as and if  declared  by the Board of Directors
out of funds legally  available  for  dividends,  cash  dividends  at the  rate,
under   the   conditions   and  for   the  periods   fixed  by   resolution   or
resolutions  of  the  Board  of  Directors  pursuant  to  authority granted  in
this  Article  for  each   series,  and no  more,  and so long as any Preferred
Stock or any series  thereof  shall remain   outstanding,  no dividends shall be
declared  or paid upon any  shares of the  Common  Stock,  other  than dividends
payable in shares of any series or class  subordinate  to  the  Preferred Stock,
unless dividends on all outstanding  Preferred Stock of all series  fixed by the
Board  of   Directors   in   accordance  with  and  pursuant  to  the  authority
granted in this Article for each series shall be paid or set apart for payment.
         (3)  In  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution or winding up of the Corporation, the holders of the Preferred Stock
of each series then outstanding  shall be entitled to receive payment out of the
net assets of the  Corporation  whether  from  capital or surplus or both of the
liquidation price fixed for such series by the Board of Directors by resolution,
if any is so fixed, at the time and under the  circumstances  applicable  before
any payment  shall be made to the holders of shares of any series of lesser rank
to such series or to holders of shares of Common  Stock of the  Corporation.  If
the stated  amounts  payable in such event on the Preferred  Stock of all series
are not paid in full, the shares of all series of equal rank shall share ratably
in any distribution of assets in accordance with the sums which would be payable
on such  distribution if all sums payable were  discharged in full.  Neither the
merger  or the  consolidation  of the  Corporation  nor  the  voluntary  sale or
conveyance of the Corporation  property as an entirety or any part thereof shall
be deemed to be a liquidation,  dissolution or winding up of the Corporation for
the purposes of this paragraph.


                                       25
<PAGE>

         (4) Except as is otherwise  required by law or as otherwise provided in
a resolution or  resolutions  by the Board of Directors in  accordance  with the
provisions of this Article,  the holders of any series of Preferred  Stock shall
not be entitled to vote at any meeting of the  stockholders  for the election of
Directors or for any other  purpose or otherwise  to  participate  in any action
taken by the Corporation or the  stockholders  thereof,  or to receive notice of
any meeting of  stockholders.  If the holders of any series of  Preferred  Stock
should  become  entitled  to vote at any  meeting  of the  stockholders  for the
election of Directors, no such holder shall have the right of cumulative voting.
         (5) Each  share of a series  of Preferred Stock shall be equal in every
respect to every other share of the same series.
         (6) Shares of Preferred  Stock which  have  been purchased or redeemed,
whether through the  operation  of  a  sinking  fund or  otherwise, or which, if
convertible or exchangeable, have been converted into or exchanged for shares of
stock of any other  class  or  series shall  have  the  status of authorized and
unissued  shares of Preferred Stock of the same series and  may be reissued as a
part of the series of which they were  originally a part or may be  reclassified
and  reissued  as  part  of  a  new  series of Preferred  Stock to be created by
resolution  or  resolutions  of  the  Board of Directors or as part of any other
series  of Preferred  Stock,  unless  otherwise  provided  with  respect  to any
series  in the resolution  or  resolutions  adopted  by the  Board of  Directors
providing for the issuance of any series of Preferred Stock.
           (The   Designation,   Rights  and  Preferences  of  Series  A  Junior
           Participating  Preferred  Stock,  Without  Par  Value is set forth in
           Exhibit A hereto.)

                                (B) COMMON STOCK

         (1)  Subject  to the  rights of the  outstanding  Preferred  Stock with
respect  to the  payment  of  preferential  dividends,  if any,  and  after  the
Corporation shall have complied with the  requirements,  if any, with respect to
setting  aside sinking or analogous  funds as to any series of Preferred  Stock,
holders of the Common Stock shall be entitled to receive  such  dividends as may
be declared  from time to time by the Board of Directors out of any funds of the
Corporation legally available therefor.


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<PAGE>

         (2) Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary,  and after the full amounts,  if any, to which
the  holders of  outstanding  Preferred  Stock of each  series are  respectively
preferentially entitled have been distributed or set apart for distribution, all
the remaining  assets of the  Corporation  available for  distribution  shall be
distributed pro rata to the holders of Common Stock.
         (3) Except as may be  otherwise  required  by law or  provided  by this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect  of each  share of stock  held by him on all  matters  voted upon by the
stockholders.
         FIFTH: The name and mailing address of the Incorporator are as follows:
         NAME                                  MAILING ADDRESS

         Robert M. Kennedy                     Halliburton Company
                                               3600 Lincoln Plaza
                                               500 North Akard
                                               Dallas, Texas 75201-3391

         SIXTH:  The Corporation is to have perpetual existence.

         SEVENTH:  The private property of the stockholders shall not be subject
to the  payment of  corporate  debts to any extent whatever.
         EIGHTH:  Cumulative voting shall not be allowed. Each Stockholder shall
be entitled, at all elections of Directors of this Corporation, to as many votes
as shall equal the number of shares of stock held and owned by him and  entitled
to vote at such meeting  under this  Certificate  of  Incorporation  for as many
Directors  as there are to be elected,  unless such right to vote in such manner
is limited or denied by other provisions of this Certificate of Incorporation.


                                       27
<PAGE>

         Vacancies  caused by the death or resignation of any Director and newly
created  directorships  resulting from any increase in the authorized  number of
Directors may be filled by a vote of at least a majority of the  Directors  then
in office,  though less than a quorum,  and the  Director  so chosen  shall hold
office until the next annual meeting of the Stockholders.
         NINTH: The By-laws may be altered or repealed at any regular meeting of
the  Stockholders,  or at any  special  meeting of the  Stockholders  at which a
quorum is present or represented,  provided notice of the proposed alteration or
repeal be contained in the notice of such special  meeting,  by the  affirmative
vote of the  majority of the  Stockholders  entitled to vote at such meeting and
present or represented  thereat,  or by the affirmative  vote of the majority of
the Board of  Directors at any regular  meeting of the Board,  or at any special
meeting  of the  Board,  if  notice  of the  proposed  alteration  or  repeal be
contained  in the notice of such special  meeting;  provided,  however,  that no
change of the time or place of the meeting for the election of  Directors  shall
be made within  sixty (60) days next before the day on which such  meeting is to
be held,  and that in case of any change of time or place,  notice thereof shall
be given to each  Stockholder  in person or by letter  mailed to his last  known
post office address at least twenty (20) days before the meeting is held.
         Voting for Directors  need not be by ballot except upon the demand,  at
or before  the  election,  of the  holders of ten  percent  (10%) or more of the
shares in person or by proxy and entitled to vote at such election.
         TENTH:  The Corporation is hereby  authorized to, and shall,  indemnify
directors,  officers and employees of the  Corporation and such other parties as
are set forth below in accordance with the following provisions:
         (a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  Corporation)  by reason of the


                                       28
<PAGE>

fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding  had no  reasonable  cause to believe his conduct was  unlawful.  The
termination of any action, suit, or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
         (b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened,  pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director,  officer,  employee or agent
of the Corporation,  or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including attorneys' fees
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application

                                       29
<PAGE>


that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
          (c) To the extent that any such person  referred  to  hereinabove  has
been  successful  on the merits or otherwise  in defense of any action,  suit or
proceeding  referred  to in  subsections  (a) and (b),  or in the defense of any
claim,  issue or  matter  therein,  he shall be  indemnified  against  expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
therewith.
         (d) Except in those instances where the provisions of subsection (c) of
this Article are applicable,  or unless ordered by a court, any  indemnification
under  subsections (a) and (b) hereof shall be made by the  Corporation  only as
authorized in the specific case upon a  determination  that  indemnification  of
such person  referred to hereinabove is proper in the  circumstances  because he
has met the applicable  standard of conduct set forth in subsections (a) and (b)
of this Article.  Such determination shall be made (1) by the Board of Directors
by a majority  vote of a quorum  consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,  or,
even if  obtainable,  if a quorum of  disinterested  directors  so  directs,  by
independent legal counsel in a written opinion, or (3) by the Stockholders.
         (e) Expenses incurred in defending a civil or criminal action,  suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action,  suit or  proceeding as authorized by the Board of Directors in the
specific  case upon receipt of an  undertaking  by or on behalf of the director,
officer,  employee or agent to repay such amount  unless it shall  ultimately be
determined  that  he is  entitled  to  be  indemnified  by  the  Corporation  as
authorized in this Article.
         (f) The  indemnification  provided by this Article  shall not be deemed
exclusive of any other rights to which any person referred to hereinabove may be
entitled under any By-law,  agreement, vote of the Stockholders or disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to


                                       30
<PAGE>

action in another capacity while holding such office, and shall continue as to a
person who has ceased to act in any capacity  hereinabove  named in this Article
and shall inure to the benefit of the heirs,  executors  and  administrators  of
such a person.
         (g) The  indemnification  provided by this Article  shall not be deemed
exclusive of any other power to indemnify or right to indemnification  which the
Corporation or any person  referred to hereinabove may have or acquire under the
laws  of  the  State  of  Delaware  including  without  limitation  the  General
Corporation Law of Delaware or any amendment thereto or substitute therefor.
         (h) The  provisions  of this  Article  shall be  applicable  to claims,
actions,  suits or other  proceedings  referred to in subsections (a) and (b) of
this Article made or commenced after the adoption  hereof,  whether arising from
conduct or act or omission occurring before or after the adoption hereof.
         ELEVENTH:  Both  Stockholders  and Directors  shall have power,  if the
By-laws so provide,  to hold their meeting either within or without the State of
Delaware and to keep the books of this Corporation (subject to the provisions of
the  Statutes)  outside of the State of  Delaware  at such places as may be from
time to time designated in the By-laws.
         TWELFTH: In furtherance and not in limitation of the power conferred by
statute,  the Board of Directors of this Corporation are expressly authorized to
fix the amount to be reserved as working  capital,  to authorize and cause to be
executed  mortgages and liens upon the real and personal  property  belonging to
it.
         THIRTEENTH: This Corporation reserves the right to amend, alter, change
or repeal any provision  contained in this  Certificate of  Incorporation in the
manner now or  hereafter  prescribed  by statute  and all  rights  conferred  on
Stockholders herein are granted subject to this reservation.


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<PAGE>

         FOURTEENTH:  No holder of any class of stock of this Corporation  shall
have any  preemptive  or  preferential  right of  subscription  or purchase with
reference  to the  issuance  or sale of any  class of  stock of the  Corporation
whether  now or  hereafter  authorized,  or of  any  securities  or  obligations
convertible  into or carrying or  evidencing  any right to purchase any class of
stock of the Corporation whether now or hereafter authorized.
         FIFTEENTH: No director shall be personally liable to the Corporation or
any  stockholder  for  monetary  damages  for breach of  fiduciary  duty by such
director as a director;  except for any matter in respect of which such director
shall be liable under Section 174 of the Delaware General Corporation Law or any
amendment  thereto or successor  provision  thereof or shall be liable by reason
that, in addition to any and all other  requirements  for such  liability,  such
director (i) shall have breached the duty of loyalty to the  Corporation  or its
stockholders,  (ii) in acting or  failing  to act,  shall not have acted in good
faith or shall  have acted in a manner  involving  intentional  misconduct  or a
knowing  violation  of law or (iii)  shall  have  derived an  improper  personal
benefit.  Neither  the  amendment  nor repeal of this  Article  FIFTEENTH  shall
eliminate  or reduce  the  effect of this  Article  FIFTEENTH  in respect of any
matter  occurring,  or any cause of  action,  suit or claim  that,  but for this
Article FIFTEENTH,  would accrue or arise, prior to such amendment or repeal. If
the  Delaware  General   Corporation  Law  is  amended  after  approval  by  the
stockholders  of this Article  FIFTEENTH to authorize  corporate  action further
eliminating or limiting the personal liability of directors,  then the liability
of a director of the  Corporation  shall be eliminated or limited to the fullest
extent  permitted by the Delaware  General  Corporation  Law, as so amended from
time to time.


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<PAGE>

         IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
executed on behalf of the  Corporation  by its Vice President and Secretary this
23rd day of July, 1998.

                                     HALLIBURTON COMPANY


                                     By: /s/  Susan S. Keith
                                        ------------------------------
                                              Susan S. Keith
                                              Vice President and Secretary


                                       33


<PAGE>

                                    Exhibit A
                    to Restated Certificate of Incorporation
                        --------------------------------

                                  DESIGNATION,
                             RIGHTS AND PREFERENCES

                                       OF

                     SERIES A JUNIOR PARTICIPATING PREFERRED
                            STOCK, WITHOUT PAR VALUE

                                       of

                               HALLIBURTON COMPANY

         At a meeting of the Board of  Directors  of  Halliburton  Company  (the
"Company") the following  resolution  increasing  the series of Preferred  Stock
designated as Series A Junior Participating Preferred Stock from two (2) million
shares to three (3) million  shares was duly adopted  pursuant to the  authority
granted to and vested in the Board of  Directors  of the  Company in  accordance
with the provisions of its Restated Certificate of Incorporation:

                  RESOLVED,  that the  series  of  2,000,000  shares of Series A
         Junior Participating Preferred Stock, without par value, of the Company
         be,  and hereby is,  increased  to  3,000,000  shares  pursuant  to the
         authority  granted  to and  vested  in the  Board of  Directors  of the
         Company in accordance  with the provisions of the Restated  Certificate
         of  Incorporation  of the Company and that the  designation  and amount
         thereof and the relative  rights,  preferences and limitations  thereof
         (in addition to the provisions set forth in the Restated Certificate of
         Incorporation  of the Company  which are  applicable  to the  Preferred
         Stock of all series) are as follows:

         I.  Designation  and  Amount.  The  shares  of  such  series  shall  be
designated as the "Series A Junior  Participating  Preferred Stock" (the "Junior
Preferred  Stock") and the number of shares  constituting  such series  shall be
three (3)  million.  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 Junior Preferred Stock to a number less than that of the
shares then  outstanding  plus the number of shares  issuable  upon  exercise of
outstanding  rights,  options or  warrants  or upon  conversion  of  outstanding
securities issued by the Company.

                                       34


<PAGE>

         II. 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 Junior Preferred Stock with respect to dividends,  the
         holders  of shares of Junior  Preferred  Stock,  in  preference  to the
         holders of common stock,  $2.50 par value,  of the Company (the "Common
         Stock")  and of any other stock  ranking  junior (as to  dividends)  to
         Junior Preferred Stock,  shall be entitled to receive,  when, as and if
         declared by the Board of Directors out of funds  legally  available for
         the purpose, cumulative quarterly dividends payable in cash or in kind,
         as hereinafter  provided, on the last day 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 Junior  Preferred  Stock, in an amount per share (rounded
         to the  nearest  cent)  equal to the  greater of (a) $1.00  (payable in
         cash) or (b) subject to the provision for  adjustment  hereinafter  set
         forth,  100 times the aggregate  per share amount  (payable in cash) 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  (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 Junior  Preferred  Stock. If the
         Company  shall at any time  declare or pay any dividend on Common Stock
         payable  in  shares  of  Common  Stock  or  effect  a  subdivision   or
         combination   of  the   outstanding   shares   of   Common   Stock  (by
         reclassification  or  otherwise),  into a greater  or lesser  number of
         shares of  Common  Stock,  then in each  such case the  amount to which
         holders of shares of Junior  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 was outstanding immediately prior to such event.

                  (B) The Company  shall declare a dividend or  distribution  on
         the Junior Preferred Stock as provided in paragraph (A) of this Section
         immediately  after it declares a dividend or distribution on the Common
         Stock  (other  than a  dividend  payable  in shares  of Common  Stock);
         provided that, if no dividend or distribution  shall have been declared
         on the Common Stock during the period  between any  Quarterly  Dividend


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<PAGE>

         Payment Date and the next subsequent Quarterly Dividend Payment Date, a
         dividend  of  $1.00  per  share on the  Junior  Preferred  Stock  shall
         nevertheless  accrue and be  cumulative  on the  outstanding  shares of
         Junior Preferred Stock as provided in paragraph (C) of this Section.

                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
         outstanding  shares  of  Junior  Preferred  Stock  from  the  Quarterly
         Dividend  Payment Date next  preceding the date of issue of such shares
         of Junior Preferred  Stock,  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  Junior  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 Junior 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 Junior
         Preferred   Stock  entitled  to  receive   payment  of  a  dividend  or
         distribution declared thereon, which record date shall be not more than
         60 days prior to the date fixed for the payment thereof.

         III.  Voting Rights.  The holders of  shares of Junior  Preferred Stock
shall have the following  voting rights:

                  (A) Subject to the provision for  adjustment  hereinafter  set
         forth,  each share of Junior  Preferred  Stock shall entitle the holder
         thereof  to  100  votes  on all  matters  submitted  to a  vote  of the
         shareholders  of the Company.  If the Company shall at any time declare
         or pay any dividend on Common Stock  payable in shares of Common Stock,
         or effect a subdivision  or combination  of the  outstanding  shares of
         Common  Stock (by  reclassification  or  otherwise)  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  Junior
         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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<PAGE>

                  (B) Except as otherwise  provided in the Restated  Certificate
         of  Incorporation  or by law, the holders of shares of Junior Preferred
         Stock and the holders of shares of Common Stock shall vote  together as
         one class on all matters  submitted  to a vote of  shareholders  of the
         Company.

         IV.      Certain Restrictions.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
         distributions  payable on the Junior  Preferred  Stock as  provided  in
         Section II are in arrears,  thereafter and until all accrued and unpaid
         dividends  and  distributions,  whether or not  declared,  on shares of
         Junior  Preferred Stock  outstanding  shall have been paid in full, the
         Company shall not:

                  (i)     declare   or  pay   dividends   on,   make  any  other
                          distributions  on, or redeem or purchase or  otherwise
                          acquire for  consideration any shares of stock ranking
                          junior  (as  to  dividends)  to the  Junior  Preferred
                          Stock;

                  (ii)   declare  or  pay   dividends   on  or  make  any  other
                         distributions  on any  shares  of  stock  ranking  on a
                         parity  (as to  dividends)  with the  Junior  Preferred
                         Stock,  except  dividends  paid  ratably  on the Junior
                         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; or

                  (iii)  purchase or  otherwise acquire  for  consideration  any
                         shares of  Junior Preferred  Stock,  or any  shares  of
                         stock  ranking  on  a   parity  (as  to dividends) with
                         the Junior 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.


                                       37

<PAGE>

                  (B) The Company shall not permit any subsidiary of the Company
         to purchase or otherwise  acquire for consideration any shares of stock
         of the Company  unless the Company could,  under  paragraph (A) of this
         Section IV, purchase or otherwise  acquire such shares at such time and
         in such manner.

         V. Reacquired Shares. Any shares of Junior Preferred Stock purchased or
otherwise  acquired by the Company 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  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 herein.

         VI.  Liquidation,  Dissolution  or Winding  Up.  Upon any  liquidation,
dissolution or winding up of the Company,  no distribution  shall be made (1) to
the  holders  of shares of stock  ranking  junior (as to  amounts  payable  upon
liquidation,  dissolution or winding up) to the Junior  Preferred  Stock unless,
prior  thereto,  the holders of Junior  Preferred  Stock shall have  received an
amount per share  (rounded  to the  nearest  cent)  equal to the  greater of (a)
$100.00  per share,  or (b) an 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 Common  Stock,  plus,  in either  case,  an
amount equal to accrued and unpaid dividends and distributions thereon,  whether
or not  declared,  to the date of such  payment,  or (2) to the holders of stock
ranking on a parity (as to amounts payable or upon  liquidation,  dissolution or
winding up) with the Junior Preferred Stock,  except  distributions made ratably
on the Junior  Preferred  Stock and all other 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. If the Company shall at any time declare
or pay any dividend on Common Stock payable in shares of Common Stock, or effect
a  subdivision  or  combination  of the  outstanding  shares of Common Stock (by
reclassification  or  otherwise)  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 Junior Preferred Stock were entitled  immediately  prior to such event
under  the  provision  in  clause  (1) (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.

         VII.  Consolidation,  Merger,  etc. If the Company 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


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<PAGE>

or any other  property,  or any combination  thereof,  then in any such case the
shares of Junior  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 100  times  the  aggregate  amount  of stock,
securities,  cash or any other property,  or any combination thereof, into which
or for which each share of Common Stock is changed or exchanged.  If the Company
shall at any time declare or pay any dividend on Common Stock  payable in shares
of Common  Stock,  or effect a subdivision  or  combination  of the  outstanding
shares of Common  Stock (by  reclassification  or  otherwise)  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 Junior  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.

         VIII. No Redemption.  The shares of Junior Preferred Stock shall not be
redeemable.  So long as any shares of Junior Preferred Stock remain outstanding,
the Company shall not purchase or otherwise acquire for consideration any shares
of stock ranking junior (either as to dividends or upon liquidation, dissolution
or  winding  up)  to  the  Junior  Preferred  Stock  unless  the  Company  shall
substantially   concurrently  also  purchase  or  acquire  for  consideration  a
proportionate number of shares of Junior Preferred Stock.

         IX.   Rank.  Except as otherwise  provided in its Restated  Certificate
of  Incorporation,  the Company may authorize or create any series  of Preferred
Stock  ranking  prior to  or on a  parity with the Junior  Preferred Stock as to
dividends or  as  to  distribution  of  assets  upon liquidation, dissolution or
winding up.

         X.    Amendment.  The Restated  Certificate  of  Incorporation  of  the
Company  shall not be amended in any  manner  which  would  materially  alter or
change  the  powers,  preferences  or  special  rights of  the  Junior Preferred
Stock  so as to  affect  them  adversely  without  the  affirmative  vote of the
holders of  a  majority  of  the  outstanding  shares of Junior Preferred Stock,
voting together as a single class.

         The foregoing  resolution  was adopted by the Board of Directors of the
Corporation,  pursuant to the authority vested in it by the Restated Certificate
of Incorporation of the Corporation, at a meeting of the Board of Directors duly
held on the 19th day of May, 1998 and the Certificate of Designation, Rights and
Preferences of Series A Junior Participating  Preferred Stock, Without Par Value
was filed with the Secretary of State of the State of Delaware on July 2, 1998.


                                       39
