<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>dex3.txt
<DESCRIPTION>COMPOSITE CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>

                                       1



Exhibit 3

                                    COMPOSITE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              KELLY SERVICES, INC.

                                  ARTICLE FIRST

         The name of the corporation is Kelly Services, Inc.

                                 ARTICLE SECOND

         Its principal office in the State of Delaware is located at No. 100
West Tenth Street, in the City of Wilmington, County of New Castle. The name and
address of its resident agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington, Delaware.

                                  ARTICLE THIRD

         The nature of the business, or objects or purposes to be transacted,
promoted, or carried on are:

         To furnish office, clerical, supervisory and consultant services.

         To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.

         To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

         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.

         To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

         To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof.

         To borrow or raise moneys for any of the purposes of the corporation
and, from time to time, without limit as to amount to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.

         To loan to any person, firm, or corporation any of its surplus funds,
either with or without security.

         To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law, and provided further that shares
of its own capital stock belonging to it shall not be voted upon directly or
indirectly.

         To operate a private trade school and business school in the State of
Michigan after obtaining the necessary license for such operation for the
instruction of students in various office skills, including, but not by way of
limitation, instruction in the use of various office equipment and machines.

         To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to purchase or
otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of
real and personal property of every class and description in any of the States,
Districts, Territories or Colonies of the United States, and in any and all
foreign countries, subject to the laws of such State, District, Territory,
Colony or Country.
<PAGE>

                                       2

         In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law 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.

         The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise 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.

                                 ARTICLE FOURTH
                                   Division A

         (a) The total number of shares of stock which the corporation shall
have authority to issue is 110,000,000 shares, the par value of each of the
shares is $1.00, amounting in the aggregate to $110,000,000, and the shares are
divided into two classes consisting of 100,000,000 shares of Class A Common
Stock and 10,000,000 shares of Class B Common Stock.

         (b) Each of the 7,021,879 issued shares of Common Stock of the
Corporation is hereby reclassified and changed into one and one-half (1-1/2)
shares of Class A Common Stock and one-half (1/2) share of Class B Common Stock,
provided that no fractional shares of Class A Common Stock or Class B Common
Stock shall be issued, but in the case of each holder of issued Common Stock who
would otherwise be entitled to a fractional share of Class A Common Stock and
Class B Common Stock, the fractional shares shall be combined into a whole share
of Class B Common Stock.

                                   Division B

         The designations, preferences and relative, participating, optional or
other special rights and the qualifications, limitations or restrictions in
respect of the shares of each class are as follows:

         (a) Dividends. Holders of the Class A Common Stock and the Class B
Common Stock shall be entitled to receive dividends, out of funds legally
available therefor, when and as declared by the Board of Directors, subject only
to the limitations that (1) no cash dividend payable on the shares of the Class
B Common Stock shall be declared unless the Board of Directors shall
concurrently declare a cash dividend on the shares of the Class A Common Stock
at a rate which is not less than the rate of the cash dividend payable on the
shares of the Class B Common Stock (but a cash dividend may be declared on the
Class A Common Stock without declaring a cash dividend on the Class B Common
Stock), and (2) no dividend payable in shares of the Class B Common Stock shall
be declared on the Class A Common Stock (but a dividend payable in shares of
Class A Common Stock may be declared on the Class A Common Stock or the Class B
Common Stock and a dividend payable in shares of Class B Common Stock may be
declared on the Class B Common Stock).

         (b) Voting Rights. Except on matters where their vote is required by
Delaware law, the holders of the Class A Common Stock shall not be entitled to
vote on any matter coming before any meeting of stockholders. The holders of the
Class B Common Stock shall be entitled to one vote per share upon each matter
coming before any meeting of stockholders.

         (c) Conversion of Class B Common Stock.

         1. Shares of Class B Common Stock shall be convertible, at the option
of the respective holders thereof, at any time, into fully paid and
non-assessable shares of Class A Common Stock on the basis of one share of Class
A Common Stock for each share of Class B Common Stock.

         2. No payment or adjustment with respect to dividends on shares of the
Class A Common Stock or on the Class B Common Stock shall be made in connection
with any conversion of shares of Class B Common Stock into shares of Class A
Common Stock.

         3. The holders of a certificate or certificates for Class B Common
Stock, in order to effect the conversion of shares represented thereby, shall
surrender the certificate or certificates to the corporation or to the Transfer
Agent for the shares of the Class B Common Stock, with request for conversion.
If the shares of the Class A Common Stock issuable upon conversion are to be
issued in a name other than that in which the shares of the Class B Common Stock
to be converted are registered, the certificate or certificates shall be duly
endorsed for transfer or accompanied by a duly executed stock transfer power,
and shall also be accompanied by the necessary stock transfer stamps or
equivalent funds.

         Upon surrender of the certificate or certificates, the corporation
shall issue and deliver or cause to be issued and delivered to the person
entitled thereto a certificate or certificates for the number of full shares of
the Class A Common Stock issuable upon conversion. The corporation shall pay all
original issue taxes, if any, payable upon the issue of shares of the Class A
Common Stock issued upon any conversion.

         The conversion shall be deemed to have been effected on the date of the
surrender of the certificate or certificates of shares of the Class B Common
Stock, and the person in whose name the certificate or certificates of the
shares of the Class A Common Stock issuable upon conversion are to be issued
shall be deemed to be the holder of record of the shares as of that date.
<PAGE>

                                       3

         4. If there should be any capital reorganization or any
reclassification of the Class A Common Stock, the shares of the Class B Common
Stock shall thereafter have the right to be converted into the number of shares
of stock or other securities or property of the corporation to which outstanding
shares of the Class A Common Stock would have been entitled upon the effective
date of the reorganization or reclassification. The Board of Directors shall
make an appropriate adjustment in the application of the provisions of this
paragraph (c) with respect to the conversion rights of the holders of the shares
of the Class B Common Stock after the reorganization or reclassification, to the
end that the provisions shall be applicable, as nearly as reasonably may be, in
respect to any shares or other securities or property thereafter issuable or
deliverable upon the conversion of shares of the Class B Common Stock. The
provisions of this sub-paragraph shall not apply to a reorganization or
reclassification involving merely a subdivision or combination of outstanding
shares of the Class A Common Stock.

         5. In case the corporation shall be consolidated with or merged into
any other corporation or shall sell or transfer its property and business as or
substantially as an entirety, then the stock or other securities or other
property, including cash, issuable or deliverable in connection with such
consolidation, merger or sale in respect of each share of the Class A Common
Stock then outstanding, shall thereafter, for the purposes of the conversion
rights of the Class B Common Stock, be deemed the equivalent of one share of
Class A Common Stock. Upon the exercise of conversion rights, holders of Class B
Common Stock shall be entitled to receive on an equivalent basis and at the same
rate and on the other terms and conditions set forth in this paragraph (c), the
stock or other securities or property, including cash, deemed to be the
equivalent of Class A Common Stock. Lawful provisions to this effect shall be
made a part of and condition to the consolidation, merger or sale.

         6. In case the corporation shall propose (i) to effect any
reclassification of the Class A Common Stock or any capital reorganization
involving a change in the Class A Common Stock, other than a reclassification or
reorganization involving merely a subdivision or combination of outstanding
shares of the Class A Common Stock, or (ii) to consolidate with or merger into
another corporation, or to sell or transfer its property and business as or
substantially as an entirety, then, in each such case, the corporation shall
file with each Transfer Agent for the shares of the Class B Common Stock and
shall mail to the holders of record of the shares at their respective addresses
then appearing on the records of the corporation a statement, signed by an
officer of the corporation, with respect to the proposed action, the statement
to be so filed and mailed at least 30 days prior to the record date for holders
of the Class A Common Stock for the purposes thereof. The statement shall set
forth such facts with respect to the proposed action as shall be reasonably
necessary to inform each Transfer Agent for the shares of the Class B Common
Stock and the holders of those shares as to the effect of the action upon the
conversion rights of the holders.

         7. The corporation shall at all times have authorized but unissued, or
in its treasury, a number of shares of the Class A Common Stock sufficient for
the conversion of all shares of the Class B Common Stock from time to time
outstanding.

         8. In case the shares of the Class A Common Stock or the Class B Common
Stock at any time outstanding shall, by reclassification or otherwise, be
subdivided into a greater number of shares or combined into a lesser number of
shares, the shares of Class B Common Stock or Class A Common Stock,
respectively, then outstanding shall, at the same time, be subdivided or
combined, as the case may be, on the same basis.

         (d) Preemptive Rights. Holders of the Class A Common Stock shall have
no preemptive right to subscribe to any securities issued by the corporation.
Holders of the Class B Common Stock shall have the preemptive right to subscribe
to additional shares of Class B Common Stock, or any other voting stock or any
security convertible into Class B Common Stock or other voting stock, hereafter
issued by the corporation.

         (e) Liquidation Preferences.

         1. In the event of dissolution, liquidation or winding up of the
corporation, whether voluntary or involuntary, holders of the Class A Common
Stock and of the Class B Common Stock shall be entitled to payment out of the
assets of the corporation ratably in accordance with the number of shares held
by them respectively.

         2. Neither a consolidation nor a merger of the corporation with or into
any other corporation, nor a merger of any other corporation into the
corporation, nor the purchase or other acquisition by the corporation of all or
a part of the outstanding shares of any class or classes of its stock, nor the
sale or transfer of the property and business of the corporation, as or
substantially as an entirety, shall be considered a dissolution, liquidation or
winding up of the corporation within the meaning of the foregoing provisions.
<PAGE>

                                       4

                                  ARTICLE FIFTH

         The business, property and affairs of this corporation shall be managed
by a Board of Directors consisting of no fewer than five (5) and no more than
nine (9) members, the exact number to be determined from time to time by
resolution of the Board of Directors. The directors shall be classified with
respect to the term for which they shall severally hold office by dividing them
into three classes, as nearly equal in number as may be, the classes to hold
office for successive terms of three years, respectively, but all directors of
the corporation shall hold office until their successors are elected and
qualified. The Board of Directors may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by the by-laws directed or required to be
exercised or done by the stockholders.

         Newly created directorships resulting from any increase in the
authorized number of directors and vacancies in the Board of Directors from
death, resignation, retirement, disqualification, removal from office or other
cause, shall be filled by a majority vote of the directors then in office, and
directors so chosen shall hold office for a term expiring at the annual meeting
at which the term of the class to which they shall have been elected expires. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

         Any director, or the entire Board of Directors, may be removed at any
time, but only for cause. The affirmative vote of the holders of 75% of the
voting power of all of the stock of this corporation entitled to vote in
elections of directors shall be required to remove a director from office. The
stockholders of the corporation are expressly prohibited from cumulating their
votes in any election of directors of the corporation.

                                  ARTICLE SIXTH

         The names and places of residence of the incorporators are as follows:

                  NAMES                     RESIDENCES
                  L. E. Gray                Wilmington, Delaware
                  S. M. Brown               Wilmington, Delaware
                  A. D. Atwell              Wilmington, Delaware.

                                 ARTICLE SEVENTH

         By-laws of the corporation may be adopted, amended or repealed by the
affirmative vote of a majority of the total number of directors or by the
affirmative vote of the holders of 75% of the voting power of all of the stock
of this corporation entitled to vote in elections of directors. The by-laws may
contain any provision for the regulation and management of the affairs of the
corporation and the rights or powers of its stockholders, directors, officers,
or employees not inconsistent with the laws of the State of Delaware.

                                 ARTICLE EIGHTH

         (a) Except as set forth in paragraph (d) of this Article, the
affirmative vote of the holders of 75% of the voting power of all of the stock
of this corporation entitled to vote in elections of directors shall be
required:

                  (i) for a merger or consolidation of this corporation or any
         subsidiary thereof with or into any other corporation, or

                  (ii) for any sale or lease of all or any substantial part of
         the assets of this corporation or any subsidiary thereof to any other
         corporation, person or other entity, or

                  (iii) for any sale or lease to this corporation or any
         subsidiary thereof of any assets (except assets having an aggregate
         fair market value of less than $5,000,000) in exchange for voting
         securities (or securities convertible into voting securities or
         options, warrants or rights to purchase voting securities or securities
         convertible into voting securities) of this corporation or any
         subsidiary by any other corporation, person or other entity, if as of
         the record date for the determination of stockholders entitled to
         notice thereof and to vote thereon the other corporation, person or
         other entity which is party to the transaction is the beneficial owner,
         directly or indirectly, of 5% or more in number of shares of the
         outstanding shares of any class of stock of this corporation entitled
         to vote in elections of directors.

         (b) For purposes of this Article, any corporation, person or other
entity shall be deemed to be the beneficial owner of any shares of stock of this
corporation,

                  (i) which it owns directly, whether or not of record; or

                  (ii) which it has the right to acquire pursuant to any
         agreement or understanding or upon exercise of conversion rights,
         warrants or options or otherwise, whether or not presently exercisable;
         or
<PAGE>

                                       5

                  (iii) which are beneficially owned, directly or indirectly
         (including shares deemed to be owned through application of clause (ii)
         above) by an "affiliate" or "associate" as those terms are defined
         herein; or

                  (iv) which are beneficially owned, directly or indirectly by
         any other corporation, person or entity (including any shares which the
         other corporation, person or entity has the right to acquire pursuant
         to any agreement or understanding or upon exercise of conversion
         rights, warrants or options or otherwise, whether or not presently
         exercisable) with which it or its "affiliates" or "associates" has any
         agreement or arrangement or understanding for the purpose of acquiring,
         holding, voting or disposing of stock of this corporation.

         For the purpose of this Article EIGHTH, the outstanding shares of stock
of this corporation shall include shares deemed owned through the application of
clauses (b)(ii), (iii) and (iv) above, but shall not include any other shares
which may be issuable pursuant to any agreement or upon exercise of conversion
rights, warrants, options or otherwise.

         For the purposes of this Article EIGHTH, the term "affiliate" shall
mean any person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the corporation,
person or other entity. The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, or
indirectly, of the power to direct or cause the direction of the management and
policies of the corporation, person or other entity, whether through the
ownership of voting securities, by contract, or otherwise.

         For the purposes of this Article EIGHTH, the term "associate" shall
mean (1) any corporation or organization (other than this corporation or a
majority-owned subsidiary of this corporation) of which the corporation, person
or other entity is an officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity securities; (2) any trust
or other estate in which the corporation, person or other entity has a
substantial beneficial interest or as to which the corporation, person or other
entity serves as a trustee or in a similar fiduciary capacity; and (3) any
relative or spouse of a person, or any relative of a spouse, who has the same
home as the person or who is a director or officer of this corporation or any of
its subsidiaries.

         (c) The Board of Directors shall have the power and duty to determine
for the purpose of this Article EIGHTH on the basis of information known to the
Board of Directors of this corporation, whether

                  (i) the other corporation, person or other entity beneficially
         owns more than 5% in number of shares of the outstanding shares of any
         class of stock of this corporation entitled to vote in elections of
         directors;

                  (ii) a corporation, person or other entity is an "affiliate"
         or "associate" (as defined in paragraph (b) above) of another; and

                  (iii) the assets being acquired by this corporation, or any
         subsidiary thereof, have an aggregate fair market value of less than
         $5,000,000.

         Any such determination shall be conclusive and binding for all purposes
of this Article EIGHTH.

         (d) The provisions of this Article EIGHTH shall not apply to any merger
or other transaction referred to in this Article EIGHTH with any corporation,
person or other entity if (1) the Board of Directors of this corporation has
approved a memorandum of understanding with the other corporation, person or
other entity with respect to the transaction prior to the time that the other
corporation, person or other entity shall have become a beneficial owner of more
than 5% in number of shares of the outstanding shares of stock of any class of
this corporation entitled to vote in elections of directors; or (2) the
transaction is otherwise approved by the Board of Directors of this corporation,
provided that a majority of the members of the Board of Directors voting for the
approval of the transaction were duly elected and acting members of the Board of
Directors prior to the time that the other corporation, person or other entity
shall have become a beneficial owner of more than 5% in number of shares of the
outstanding shares of stock of any class of this corporation entitled to vote in
elections of directors. In addition, the provisions of this Article EIGHTH shall
not apply to any merger or other transaction referred to in this Article EIGHTH
with a subsidiary (which terms shall mean a corporation of which a majority of
the outstanding shares of stock entitled to vote in elections of directors is
owned by this corporation directly, and/or indirectly through one or more other
subsidiaries).

                                  ARTICLE NINTH

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

         To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and liens
upon the real and personal property of this corporation.
<PAGE>

                                       6

         From time to time to determine whether and to what extent, and at what
times and places, and under what conditions and regulations, the accounts and
books of this corporation (other than the stock ledger), or any of them, shall
be open to inspection of stockholders; and no stockholder shall have any right
of inspecting any account, book or document of this corporation except as
conferred by statute unless authorized by a resolution of the stockholders or
directors.

         By resolution or resolutions, passed by a majority of the whole board
to designate one or more committees, each committee to consist of two or more of
the directors of the corporation, which, to the extent provided in said
resolution or resolutions, or in the by-laws of this corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of this corporation, and may have power to authorize the
sale of this corporation to be affixed to all papers which may require it. The
Committee or committees shall have the name or names as may be stated in the
by-laws of this corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.

         This corporation may, in its by-laws confer powers upon its directors
in addition to the foregoing, and in addition to the powers and authorities
expressly conferred upon them by the statute.

         Both stockholders and directors shall have power, if the by-laws so
provide, to hold their meetings and to have one or more offices 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 by the Board of Directors.

                                  ARTICLE TENTH

         Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 3883 of the Revised Code of 1915 of said State, or on
the application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 43 of the General
Corporation Law of the State of Delaware, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said Court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the Court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.

                                ARTICLE ELEVENTH

         The Board of Directors of this corporation, when evaluating any offer
of another party to (a) make a tender or exchange offer for any equity security
of this corporation; (b) merge or consolidate this corporation with another
corporation; or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of this corporation, shall, in connection with the
exercise of its judgment in determining what is in the best interest of this
corporation and its stockholders, give due consideration to such factors as the
Board of Directors determined to be relevant, including without limitation, the
social, legal, and economic effects of the proposed transaction upon employees,
customers, suppliers, and other affected persons, firms and corporations and on
the communities in which this corporation and its subsidiaries operate or are
located.

                                 ARTICLE TWELFTH

         No action required or permitted to be taken at any annual or special
meeting of the stockholders of this corporation may be taken without a meeting
and the power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.
<PAGE>

                                       7

                               ARTICLE THIRTEENTH

         No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article
THIRTEENTH shall not eliminate or limit liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. The foregoing provisions of this Article THIRTEENTH
shall not eliminate the liability of a director for any act or omission
occurring prior to the date on which this Article THIRTEENTH becomes effective.
No amendment or repeal of this Article THIRTEENTH shall apply to or have any
effect on the liability or alleged liability of any director of the corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.

                               ARTICLE FOURTEENTH

         Special meetings of the stockholders of this corporation for any
purpose or purposes may be called at any time by the Board of Directors or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as provided in a resolution of the
Board of Directors or in the by-laws of this corporation, include the power to
call such meetings, but such special meetings may not be called by any other
person or persons.

                                ARTICLE FIFTEENTH

         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 upon stockholders
herein are granted subject to this reservation. Notwithstanding any other
provision of the Certificate of Incorporation or the by-laws of this corporation
(and in addition to any other vote that may be required by law, this Certificate
of Incorporation, or by the by-laws of this corporation), the affirmative vote
of the holders of 75% of the voting power of all stock of this corporation
entitled to vote in elections of directors shall be required to amend, alter,
change, or repeal Article FIFTH, SEVENTH, EIGHTH, NINTH, ELEVENTH, TWELFTH,
THIRTEENTH, FOURTEENTH and FIFTEENTH of this Certificate of Incorporation .

         WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named
for the purpose of forming a corporation in pursuance of the General Corporation
Law of the State of Delaware, do make this certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set our hands and seals this 26th day of August, A. D. 1952.


                                     s/      L.E. Gray (SEAL)
                                    ------------------------------------------

                                     s/      S.M. Brown (SEAL)
                                    ------------------------------------------

                                     s/      A.D. Atwell (SEAL)
                                    ------------------------------------------


As Amended June 20, 1996

</TEXT>
</DOCUMENT>
