<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>a2071661zex-3_1.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>

<Page>

                                                                     Exhibit 3.1






                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                       WEIGHT WATCHERS INTERNATIONAL, INC.








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                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                       WEIGHT WATCHERS INTERNATIONAL, INC.

                        --------------------------------


                                    ARTICLE I

         The name of the Corporation shall be Weight Watchers International,
Inc.

                                   ARTICLE II

         The purpose for which the Corporation is formed is to transact any or
all lawful business, not required to be specifically stated in these Articles of
Incorporation, for which corporations may be incorporated under the Virginia
Stock Corporation Act, as amended from time to time, and any legislation
succeeding thereto (the "VSCA").

         All references herein to "Articles of Incorporation" shall mean these
Amended and Restated Articles of Incorporation, as subsequently amended or
restated in accordance herewith and with the VSCA.

                                   ARTICLE III

         The aggregate number of shares that the Corporation shall have
authority to issue shall be 250,000,000 shares of Preferred Stock, no par value
per share (hereinafter called "Preferred Stock"), and 1,000,000,000 shares of
Common Stock, no par value per share (hereinafter called "Common Stock").

         The following is a description of each of such classes of stock, and a
statement of the preferences, limitations, voting rights and relative rights in
respect of the shares of each such class:

         A.       PREFERRED STOCK

                  1. AUTHORITY TO FIX RIGHTS OF PREFERRED STOCK. The Board of
         Directors shall have authority, by resolution or resolutions, at any
         time and from time to time to divide and establish any or all of the
         unissued shares of Preferred Stock not then allocated to any series of
         Preferred Stock into one or more series, and, without limiting the
         generality of the foregoing, to fix and determine the designation of
         each such series, the number of shares that shall constitute such
         series and the following relative rights and preferences of the shares
         of each series so established:


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                           (a) the annual or other periodic dividend, if any,
                  payable on shares of such series, the time of payment thereof,
                  whether any such dividends shall be cumulative or
                  non-cumulative, the relative rights of priority, if any, of
                  payment of dividends on the shares of that series and the date
                  or dates from which any cumulative dividends shall commence to
                  accrue;

                           (b) the rights of the shares of that series in the
                  event of voluntary or involuntary liquidation, dissolution or
                  winding up of the Corporation, and the relative rights of
                  priority, if any, of payment of shares of that series;

                           (c) whether or not the shares of that series shall be
                  redeemable, and, if so, the terms and conditions of such
                  redemption, including the date or dates upon or after which
                  they shall be redeemable, and the amount per share payable in
                  case of redemption, which amount may vary under different
                  conditions and at different redemption prices;

                           (d) whether that series shall have a sinking fund for
                  the redemption or purchase of shares of that series, and if
                  so, the amount of such sinking fund;

                           (e) whether that series shall have voting rights
                  (including multiple or fractional votes per share) in addition
                  to the voting rights provided by law, and, if so, the terms of
                  such voting rights;

                           (f) the terms and conditions, if any, on which shares
                  of such series may be converted into shares of stock of the
                  Corporation of any other class or classes or into shares of
                  any other series of the same or any other class or classes,
                  including provision for adjustment of the conversion rate in
                  such events as the Board of Directors shall determine;

                           (g) whether, and if so the extent to which, shares of
                  such series may participate with the Common Stock in any
                  dividends in excess of the preferential dividend fixed for
                  shares of such series or in any distribution of the assets of
                  the Corporation, upon a liquidation, dissolution or winding-up
                  thereof, in excess of the preferential amount fixed for shares
                  of such series; and

                           (h) any other preferences and relative, optional or
                  other special rights, and qualifications, limitations or
                  restrictions of such preferences or rights, of shares of such
                  series not fixed and determined by law or in this Article III.

                  2. DISTINCTIVE DESIGNATIONS OF SERIES. Each series of
         Preferred Stock shall be so designated as to distinguish the shares
         thereof from the shares of all other series. Different series of
         Preferred Stock shall not be considered to constitute different voting
         groups of shares for the purpose of voting by voting groups except as
         required by the VSCA or as otherwise specified by the Board of
         Directors, as reflected in articles of



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         amendment to the Articles of Incorporation, with respect to any series
         at the time of the creation thereof.

                  3. RESTRICTIONS ON CERTAIN DISTRIBUTIONS. So long as any
         shares of Preferred Stock are outstanding, the Corporation shall not
         declare and pay or set apart for payment any dividends (other than
         dividends payable in Common Stock or other stock of the Corporation
         ranking junior to the Preferred Stock as to dividends) or make any
         other distribution on such junior stock if, at the time of making such
         declaration, payment or distribution, the Corporation shall be in
         default with respect to any dividend payable on, or any obligation to
         redeem, any shares of Preferred Stock.

         B.       COMMON STOCK

                  1. VOTING RIGHTS. Subject to the provisions of the VSCA or of
         the Bylaws of the Corporation as from time to time in effect with
         respect to the closing of the transfer books or the fixing of a record
         date for the determination of shareholders entitled to vote, and except
         as otherwise provided by the VSCA or in articles of amendment to the
         Articles of Incorporation establishing any series of Preferred Stock
         pursuant to the provisions of Section 1 of Part A of this Article III,
         the holders of outstanding shares of Common Stock of the Corporation
         shall possess exclusive voting power for the election of directors and
         for all other purposes, with each holder of record of shares of Common
         Stock of the Corporation being entitled to one vote for each share of
         such stock standing in his name on the books of the Corporation.

                  2. DIVIDENDS. Subject to the rights of the holders of
         Preferred Stock, holders of Common Stock shall be entitled to receive
         such dividends and other distributions in cash, stock of any
         corporation or property of the Corporation as may be declared thereon
         by the Board of Directors from time to time out of assets or funds of
         the Corporation legally available therefor and shall share equally on a
         per share basis in all such dividends and other distributions.

                  3. RIGHTS UPON DISSOLUTION. Except as required by the VSCA or
         the Articles of Incorporation with respect to any rights upon
         dissolution of the Preferred Stock or any one or more series thereof,
         the holders of the Common Stock shall have the exclusive right to
         receive, pro rata according to the number of shares of Common Stock
         owned of record by each of them, the net assets of the Corporation upon
         dissolution and the full amount of any dividends or other distributions
         paid by the Corporation.

         C.       GENERAL PROVISIONS

                  1. REDEEMED OR REACQUIRED SHARES. Shares of any series of
         Preferred Stock that have been redeemed or otherwise reacquired by the
         Corporation (whether through the operation of a sinking fund, upon
         conversion or otherwise) shall have the status of authorized and
         unissued shares of Preferred Stock and may be redesignated and reissued
         as a part of such series (except as otherwise provided in Part D of
         this Article III with respect to the Series A Preferred Stock or unless
         prohibited by the articles of amendment


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         creating any other series) or of any other series of Preferred Stock.
         Shares of Common Stock that have been reacquired by the Corporation
         shall have the status of authorized and unissued shares of Common Stock
         and may be reissued.

                  2. NO PREEMPTIVE RIGHTS. No holder of shares of stock of any
         class of the Corporation shall, as such holder, have any right to
         subscribe for or purchase (a) any shares of stock of any class of the
         Corporation, or any warrants, options or other instruments that shall
         confer upon the holder thereof the right to subscribe for or purchase
         or receive from the Corporation any shares of stock of any class,
         whether or not such shares of stock, warrants, options or other
         instruments are issued for cash or services or property or by way of
         dividend or otherwise, or (b) any other security of the Corporation
         that shall be convertible into, or exchangeable for, any shares of
         stock of the Corporation of any class or classes, or to which shall be
         attached or appurtenant any warrant, option or other instrument that
         shall confer upon the holder of such security the right to subscribe
         for or purchase or receive from the Corporation any shares of its stock
         of any class or classes, whether or not such securities are issued for
         cash or services or property or by way of dividend or otherwise, other
         than such right, if any, as the Board of Directors, in its sole
         discretion, may from time to time determine. If the Board of Directors
         shall offer to the holders of shares of stock of any class of the
         Corporation, or any of them, any such shares of stock, options,
         warrants, instruments or other securities of the Corporation, such
         offer shall not, in any way, constitute a waiver or release of the
         right of the Board of Directors subsequently to dispose of other
         securities of the Corporation without offering the same to such
         holders.

                  3. AFFILIATED TRANSACTIONS STATUTE. Effective May 8, 2003, the
         Corporation shall not be governed by Article 14 of the VSCA.

                  4. CONTROL SHARE ACQUISITION STATUTE. The provisions of
         Article 14.1 of the VSCA shall not apply to acquisitions of shares of
         any class of capital stock of the Corporation.

         D. SERIES A PREFERRED STOCK. There is hereby established a series of
         the Corporation's authorized Preferred Stock, to be designated as the
         "Series A Preferred Stock, no par value per share." The designation and
         number, and relative rights, preferences and limitations of the Series
         A Preferred Stock, insofar as not already fixed by any other provision
         of these Articles of Incorporation, shall be as follows:

                  1. DESIGNATION AND AMOUNT. The number of shares constituting
         the Series A Preferred Stock shall be 1,000,000, and the liquidation
         preference of the Series A Preferred Stock shall be $25.00 per share
         (the "Liquidation Value").

                  2. RANK. The Series A Preferred Stock shall, with respect to
         dividend rights and rights on liquidation, winding up and dissolution,
         rank (a) senior to the Corporation's Common Stock and to all other
         classes and series of stock of the Corporation now or hereafter
         authorized, issued or outstanding which by their terms expressly
         provide that


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         they are junior to the Series A Preferred Stock with respect to such
         matters (collectively with the Common Stock, the "Junior Securities");
         (b) on a parity with each other class of capital stock or series of
         preferred stock issued by the Corporation after the date hereof, the
         terms of which specifically provide that such class or series will rank
         on a parity with the Series A Preferred Stock with respect to such
         matters or which do not specify their rank (collectively referred to as
         "Parity Securities"); and (c) junior to each other class of capital
         stock or other series of Preferred Stock issued by the Corporation
         after the date hereof, the terms of which specifically provide that
         such class or series will rank senior to the Series A Preferred Stock
         with respect to such matters (collectively referred to as "Senior
         Securities").

                  3.       DIVIDENDS.

                           (a) The holders of shares of the Series A Preferred
         Stock shall be entitled to receive, as and when declared and out of
         funds legally available therefor, dividends in cash on each share of
         Series A Preferred Stock at an annual rate equal to 6% of the
         Liquidation Value. Such dividends shall be cumulative and shall accrue
         and be payable annually on July 31 of each year (each such date being a
         "Dividend Payment Date"), to holders of record at the close of business
         on the date specified by the Board of Directors of the Corporation at
         the time such dividend is declared (the "Record Date"), in preference
         to dividends on the Junior Securities, commencing on the Dividend
         Payment Date next succeeding the Issue Date. Any such Record Date shall
         be 15 days prior to the relevant Dividend Payment Date. With respect to
         any dividend that has been declared, if on the applicable Dividend
         Payment Date the Corporation is in default under its Senior Credit
         Agreement or any of its other Debt Agreements or if the payment of such
         dividend in cash would result in such a default, the payment of such
         declared dividend with respect to shares of Series A Preferred Stock on
         such date shall be deferred to the next Dividend Payment Date or other
         payment date provided pursuant to Section 3(d) below on which no
         default exists or would occur. Such unpaid dividends shall accrue
         interest at a rate of 6% per annum until paid in full. All dividends
         paid with respect to shares of Series A Preferred Stock pursuant to
         this Section 3 shall be paid pro rata to the holders entitled thereto.

                           (b) In the case of dividend payments made on the
         first Dividend Payment Date with respect to shares of Series A
         Preferred Stock issued on the Issue Date, dividends shall accrue and be
         cumulative from the Issue Date.

                           (c) Each fractional share of Series A Preferred Stock
         outstanding shall be entitled to a ratably proportionate amount of all
         dividends accruing with respect to each outstanding share of Series A
         Preferred Stock pursuant to Section 3(a) of this Part D, and all such
         dividends with respect to such outstanding fractional shares shall be
         cumulative and shall accrue (whether or not declared), and shall be
         payable in the same manner and at such times as provided for in Section
         3(a) of this Part D with respect to dividends on each outstanding share
         of Series A Preferred Stock. Each fractional share of Series A
         Preferred Stock outstanding shall also be entitled to a ratably
         proportionate


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         amount of any other distributions made with respect to each outstanding
         share of Series A Preferred Stock, and all such distributions shall be
         payable in the same manner and at the same time as distributions on
         each outstanding share of Series A Preferred Stock.

                           (d) Accrued but unpaid dividends for any past
         dividend periods may be declared by the Board of Directors and paid on
         any date fixed by the Board of Directors, whether or not a regular
         Dividend Payment Date, to holders of record on the books of the
         Corporation on such record date as may be fixed by the Board of
         Directors, which record date shall be not less than 10 days and not
         more than 30 days prior to the payment date thereof. Holders of Series
         A Preferred Stock will not be entitled to any dividends, whether
         payable in cash, property or stock, in excess of the full cumulative
         dividends provided for herein.

                           (e)(i) So long as any shares of the Series A
         Preferred Stock are outstanding, the Corporation shall not make any
         payment on account of, or set apart for payment money for a sinking or
         other similar fund for, the purchase, redemption or retirement of, any
         Junior Securities or any warrants, rights, calls or options exercisable
         for or convertible into any Junior Securities, whether directly or
         indirectly, and whether in cash, obligations or shares of the
         Corporation or other property (other than dividends or distributions
         payable in additional shares of Junior Securities to holders of Junior
         Securities), and shall not permit any Person directly or indirectly
         controlled by the Corporation to purchase or redeem any Junior
         Securities or any warrants, rights, calls or options exercisable for or
         convertible into any Junior Securities. Notwithstanding the foregoing,
         the Corporation may purchase, redeem or otherwise acquire, cancel or
         retire for value Junior Securities or options, warrants, equity
         appreciation rights or other rights to purchase or acquire Junior
         Securities (A) held by any existing or former employees or management
         of the Corporation or any Subsidiary of the Corporation or their
         assigns, estates or heirs, in each case in connection with the
         repurchase provisions under employee stock option or stock purchase
         agreements or other agreements to compensate management employees or
         (B) issued in connection with the incurrence of debt under a Debt
         Agreement or the issuance of Senior Securities (other than securities
         issued to any Permitted Holder).

                           (ii) No full dividends shall be declared by the Board
         of Directors of the Corporation or paid or set apart for payment by the
         Corporation on any Parity Securities for any period unless full
         cumulative dividends have been or contemporaneously are declared and
         paid (in cash) or declared and a sum set apart sufficient for such
         payment (in cash) on the Series A Preferred Stock for all dividend
         payment periods terminating on or prior to the date of payment of such
         full dividends on such Parity Securities. If any dividends are not paid
         in full, as aforesaid, upon the shares of Series A Preferred Stock and
         any other Parity Securities, all dividends declared upon shares of
         Series A Preferred Stock and any other Parity Securities shall be
         declared pro rata so that the amount of dividends declared per share of
         the Series A Preferred Stock and such Parity Securities shall in all
         cases bear to each other the same ratio that accrued dividends per
         share on the Series A Preferred Stock and such Parity Securities bear
         to each other.



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                  4.       LIQUIDATION PREFERENCE.

                           (a) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the
         Corporation, the holders of shares of Series A Preferred Stock then
         outstanding shall be entitled to be paid out of the assets of the
         Corporation available for distribution to its shareholders an amount in
         cash equal to 100% of the Liquidation Value for each share outstanding,
         plus an amount in cash equal to all accrued but unpaid dividends
         thereon to the date of liquidation, dissolution or winding up, before
         any payment shall be made or any assets distributed to the holders of
         any of the Junior Securities. If the assets of the Corporation are not
         sufficient to pay in full the liquidation payments payable to the
         holders of outstanding shares of the Series A Preferred Stock and any
         Parity Securities, then the holders of all such shares shall share
         ratably in such distribution of assets in accordance with the amount
         which would be payable on such distribution if the amounts to which the
         holders of outstanding shares of Series A Preferred Stock and the
         holders of outstanding shares of such Parity Securities are entitled
         were paid in full.

                           (b) For the purposes of this Section 4, neither the
         voluntary sale, conveyance, exchange or transfer (for cash, shares of
         stock, securities or other consideration) of all or substantially all
         of the property or assets of the Corporation nor the consolidation or
         merger of the Corporation with any one or more other Person shall be
         deemed to be a voluntary or involuntary liquidation, dissolution or
         winding up of the Corporation, unless such voluntary sale, conveyance,
         exchange or transfer shall be in connection with a plan of liquidation,
         dissolution or winding up of the Corporation.

                  5.       REDEMPTION.

                           (a) OPTIONAL REDEMPTION. The Corporation may redeem,
         in whole or in part, the Series A Preferred Stock, at any time or from
         time to time, in the manner provided in Section 6(a) of this Part D (an
         "Optional Redemption"). Any Optional Redemption shall be at a price per
         share equal to 100% of the Liquidation Value thereof plus 100% of the
         sum of accrued and unpaid dividends thereon (including an amount equal
         to a prorated dividend from the last Dividend Payment Date immediately
         prior to the redemption date).

                           (b) REDEMPTION UPON CHANGE IN CONTROL OR A PERMITTED
         HOLDER PUBLIC SALE. Upon the occurrence of a Change in Control or a
         Permitted Holder Public Sale (each a "Trigger Event"), the Series A
         Preferred Stock shall be redeemable at the option of the holders
         thereof, in whole or in part and in the manner provided in Section 6(b)
         of this Part D, at a redemption price per share payable in cash equal
         to 100% of the Liquidation Value plus accrued and unpaid dividends to
         the date of redemption (including an amount equal to a prorated
         dividend from the last Dividend Payment Date immediately prior to the
         redemption date). After the occurrence of the Trigger Event, the
         Corporation shall redeem the number of shares specified in the holders'
         notices of election to redeem pursuant to Section 6(b) of this Part D
         on the date fixed for


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         redemption. The Corporation's obligations pursuant to Section 5(b) of
         this Part D shall be suspended during any period when such redemption
         would be prohibited by the Corporation's Senior Credit Agreement or any
         of its other Debt Agreements.

                  6.       PROCEDURE FOR REDEMPTION.

                           (a) If the Corporation elects to redeem Series A
         Preferred Stock pursuant to Section 5(a) of this Part D, the
         Corporation shall give written notice (an "Optional Redemption Notice")
         thereof by overnight courier or by facsimile transmission to each
         holder of Series A Preferred Stock at its address or facsimile number,
         as the case may be, as it appears in the records of the Corporation.
         Such notice shall set forth: (i) the redemption price; (ii) the
         redemption date (which date shall be no earlier than five days and no
         later than 60 days from the date the Optional Redemption Notice is
         sent); (iii) the procedures to be followed by such holder, including
         the place or places where certificates for such shares are to be
         surrendered for payment of the redemption price and (iv) that dividends
         on the shares to be redeemed will cease to accrue on the redemption
         date. If less than all shares of Series A Preferred Stock are to be
         redeemed at any time, selection of such shares for redemption shall be
         made on a pro rata basis.

                           (b) At any time prior to and in any event no later
         than five days after the occurrence of a Change in Control and no later
         than 25 days prior to the occurrence of a Permitted Holder Public Sale,
         the Corporation shall give written notice of such Trigger Event by
         overnight courier or by facsimile transmission to each holder of Series
         A Preferred Stock at its address or facsimile number, as the case may
         be, as it appears in the records of the Corporation, which notice shall
         describe such Trigger Event. Such notice shall also set forth: (i) each
         holder's right to require the Corporation to redeem shares of Series A
         Preferred Stock held by such holder as a result of such Trigger Event;
         (ii) the redemption price; (iii) the redemption date (which date shall
         be no later than 45 days from the date of the occurrence of such
         Trigger Event); (iv) the procedures to be followed by such holder in
         exercising its right of redemption, including the place or places where
         certificates for such shares are to be surrendered for payment of the
         redemption price and (v) that dividends on the shares to be redeemed
         will cease to accrue on the redemption date. In the event a holder of
         shares of Series A Preferred Stock shall elect to require the
         Corporation to redeem any or all of such shares of Series A Preferred
         Stock, such holder shall deliver, within 15 days of the sending to it
         of the Corporation's notice described in this Section 6(b), a written
         notice (the "Holder's Election Notice') stating such holder's election
         and specifying the number of shares to be redeemed pursuant to Section
         5(b) of this Part D.

                           (c) If an Optional Redemption Notice has been sent by
         the Corporation as provided in Section 6(a) of this Part D, or notice
         of election has been delivered by the holders as provided in Section
         6(b) of this Part D, and provided that on or before the applicable
         redemption date funds necessary for such redemption shall have been set
         aside by the Corporation, separate and apart from its other funds, in
         trust for the pro rata benefit of the holders of the shares entitled to
         redemption, so as to be and to


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         continue to be available therefor, then, from and after the redemption
         date (unless the Corporation defaults in the payment of the redemption
         price, in which case such rights shall continue until the redemption
         price is paid), dividends on the shares of Series A Preferred Stock so
         called for or entitled to redemption shall cease to accrue, and said
         shares shall no longer be deemed to be outstanding and shall not have
         the status of shares of Series A Preferred Stock, and all rights of the
         holders thereof as shareholders of the Corporation (except the right to
         receive the applicable redemption price and any accrued and unpaid
         dividends from the Corporation to the date of redemption) shall cease.
         Upon surrender of the certificates for any shares so redeemed (properly
         endorsed or assigned for transfer, if the Board of Directors of the
         Corporation shall so require and a notice by the Corporation shall so
         state), such shares shall be redeemed by the Corporation at the
         applicable redemption price as aforesaid. In case fewer than all the
         shares represented by any such certificate are redeemed, a new
         certificate or certificates shall be issued representing the unredeemed
         shares without cost to the holder thereof.

                  7. REACQUIRED SHARES. Shares of Series A Preferred Stock that
         have been issued and reacquired in any manner shall (upon compliance
         with any applicable provisions of the laws of the Commonwealth of
         Virginia) have the status of authorized and unissued shares of the
         class of Preferred Stock undesignated as to series and may be
         redesignated and reissued as part of any series of Preferred Stock
         other than the Series A Preferred Stock.

                  8. VOTING RIGHTS. Except as required by law or set forth
         below, the holders of the Series A Preferred Stock will have no voting
         rights with respect to their shares of Series A Preferred Stock. The
         approval of holders of a majority of the outstanding shares of Series A
         Preferred Stock, voting as a class, shall be required to amend, repeal
         or change any of the provisions of the Articles of Incorporation of the
         Corporation in any manner that would alter or change the powers,
         preferences or special rights of the shares of Series A Preferred Stock
         so as to affect them adversely; provided that without the consent of
         each holder of Series A Preferred Stock, no amendment may reduce the
         dividend payable on or the Liquidation Value of the Series A Preferred
         Stock.

                  9. CERTAIN COVENANTS. Any holder of Series A Preferred Stock
         may proceed to protect and enforce its rights and the rights of such
         holders by any available remedy by proceeding at law or in equity to
         protect and enforce any such rights, whether for the specific
         enforcement of any provision in this Part D or in aid of the exercise
         of any power granted herein, or to enforce any other proper remedy.

                  10. DEFINITIONS. For the purposes of this Part D, the
         following terms shall have the meanings indicated:

                  "affiliate" shall have the meaning ascribed to such term in
         Rule 12b-2 of the General Rules and Regulations under the Exchange Act
         or any successor provision. The terms "affiliated" and "non-affiliated"
         shall have meanings correlative to the foregoing.



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                  "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which banking institutions in the State of New York
         are authorized or obligated by law or executive order to close.

                  "Change in Control" shall mean

                  (a) any "person" or "group" of related persons (as such terms
         are used in Sections 13(d) and 14(d) of the Exchange Act), other than
         one or more Permitted Holders, is or becomes the beneficial owner (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
         indirectly, of more than 35% of the total voting power of the Voting
         Stock of the Corporation (unless the Permitted Holders shall hold a
         higher percentage thereof or have the ability to elect or designate for
         election a majority of the Board of Directors of the Corporation);

                  (b) the adoption by the shareholders of the Corporation of a
         plan or proposal for the liquidation or dissolution of the Corporation;
         or

                  (c) the merger or consolidation of the Corporation with
         another Person that is not an affiliate of the Corporation prior
         thereto or the sale or other disposition of all or substantially all
         the assets or property of the Corporation in one transaction or series
         of related transactions to a Person who is not an affiliate of the
         Corporation prior thereto.

                  "Debt Agreement" shall mean any instrument or agreement
         governing indebtedness (whether now outstanding or hereinafter
         incurred) of the Corporation.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended.

                  "Issue Date" shall mean the first date on which shares of
         Series A Preferred Stock are issued.

                  "Junior Securities" shall have the meaning set forth in
         Section 2 of this Part D.

                  "Parity Securities" shall have the meaning set forth in
         Section 2 of this Part D.

                  "Permitted Holder" shall mean Artal Luxembourg S.A. and any of
         its affiliates, but in the case of any affiliate, only for so long as
         it continues to be an affiliate of Artal Luxembourg S.A.

                  "Permitted Holder Public Sale" shall mean a sale for cash by a
         Permitted Holder of all or part of the Common Stock in a registered,
         secondary public offering.

                  "Person" shall mean any individual, corporation, partnership,
         joint venture, association, joint-stock company, trust, limited
         liability company or other entity.

                  "Senior Credit Agreement" shall mean the Amended and Restated
         Credit Agreement, dated as of January 16, 2001, among the Corporation,
         WW Funding Corp.,


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         various financial institutions, The Bank of Nova Scotia, as
         Administrative Agent, BHF (USA) Capital Corporation, as Documentation
         Agent, and Credit Suisse First Boston, as Syndication Agent, as amended
         by Amendment No. 1 to Credit Agreement, dated as of April 26, 2001, and
         the term "Senior Credit Agreement" shall also include any further
         amendments, extensions, renewals, restatements or refundings thereof
         and any credit facilities that replace, refund or refinance any part of
         the loans or commitments thereunder, including any such replacement,
         refunding or refinancing facility that increases the amount borrowable
         thereunder.

                  "Senior Securities" shall have the meaning set forth in
         Section 2 of this Part D.

                  "Subsidiary" of any Person shall mean any corporation or other
         entity of which a majority of the voting power of the voting equity
         securities or equity interest is owned, directly or indirectly, by such
         Person.

                  "Trigger Event" shall have the meaning set forth in Section
         5(b) of this Part D.

                  "Voting Stock" of a corporation means all classes of capital
         stock of such corporation then outstanding and normally entitled to
         vote in the election of directors.

                                   ARTICLE IV

                  1. The number of directors shall be as specified in the Bylaws
         of the Corporation but such number may be increased or decreased from
         time to time in such manner as may be prescribed in the Bylaws,
         provided that in no event shall the number of directors exceed 15. The
         directors shall be divided into three 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. Class I directors shall be elected
         initially for a one-year term, Class II directors initially for a
         two-year term and Class III directors initially for a three-year term.
         At each annual meeting of shareholders, beginning in 2002, 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, but in no case will a decrease in the number
         of directors shorten the term of any incumbent director. The foregoing
         provisions of this Section 1 shall not apply to those directors who may
         be elected by the holders of any series of Preferred Stock.

                  2. Subject to the rights of the holders of any Preferred Stock
         then outstanding, at any time that Artal Luxembourg S.A. ("Artal") or a
         Majority Transferee owns a majority of the then outstanding shares of
         Common Stock, directors may be removed, with or without cause, by the
         affirmative vote of a majority of the votes entitled to be cast by the
         then outstanding shares of capital stock of the Corporation that are
         entitled to vote generally in the election of directors (the "Voting
         Shares"), voting together as a single voting group. At all other times,
         directors may be removed only for


                                       11
<Page>

         cause and only by the affirmative vote of a majority of the votes
         entitled to be cast by the then outstanding Voting Shares, voting
         together as a single voting group. For purposes of the Articles of
         Incorporation, "Majority Transferee" shall mean a transferee from Artal
         or any other Majority Transferee of a majority of the then outstanding
         shares of Common Stock that pursuant to an instrument of transfer or
         related agreement has been granted rights under such provision of the
         Articles of Incorporation by Artal or such transferring Majority
         Transferee.

                  3. Subject to the rights of the holders of any Preferred Stock
         then outstanding and to any limitations set forth in the VSCA,
         newly-created directorships resulting from any increase in the number
         of directors and any vacancies in the Board of Directors resulting from
         death, resignation, disqualification, removal or other cause shall be
         filled solely (a) by the Board of Directors or (b) at a meeting of
         shareholders by the shareholders entitled to vote on the election of
         directors. If the directors remaining in office constitute fewer than a
         quorum of the Board, they may fill the vacancy by the affirmative vote
         of a majority of the directors remaining in office. Any director
         elected by the Board of Directors to fill any vacancy shall hold office
         until the next annual meeting of shareholders. In such event, the
         director elected by the shareholders at the annual meeting shall hold
         office for a term that shall coincide with the remaining term of the
         class of directors to which such person has been elected.

                  4. No provision of any agreement, plan or related document
         contemplated by Section 13.1-646 of the VSCA and approved by the Board
         of Directors shall be considered to be a limitation on the authority or
         power of the Board of Directors but, if so considered, is hereby
         authorized by these Articles of Incorporation.

                                    ARTICLE V

                  1. Except as expressly otherwise required in the Articles of
         Incorporation, to be approved, action on a matter involving (a) an
         amendment or restatement of the Articles of Incorporation for which the
         VSCA requires shareholder approval, (b) a plan of merger or share
         exchange for which the VSCA requires shareholder approval, (c) a sale
         of assets other than in regular course of business or (d) the
         dissolution of the Corporation shall be approved by the affirmative
         vote of a majority of the votes entitled to be cast by the then
         outstanding Voting Shares, voting together as a single group, unless in
         submitting any such matter to the shareholders the Board of Directors
         shall require a greater vote; provided that directors shall be elected
         by a plurality of the votes cast by shares entitled to vote in the
         election at a meeting at which a quorum is present.

                  2. At any time that Artal or a Majority Transferee owns a
         majority of the then outstanding shares of Common Stock, the
         affirmative vote of a majority of the votes entitled to be cast by the
         then outstanding Voting Shares, voting together as a single voting
         group, shall be required to amend, alter, change or repeal any
         provision of Article IV, Section 2 or 3 of this Article V or Section 1
         of Article VII. At all other times, the affirmative vote of at least 80
         percent of the votes entitled to be cast by the then


                                       12
<Page>

         outstanding Voting Shares, voting together as a single voting group,
         shall be required to amend, alter, change or repeal any provision of
         Article IV, Section 2 or 3 of this Article V or Section 1 of Article
         VII.

                  3. In furtherance of, and not in limitation of, the powers
         conferred by the VSCA, the Board of Directors is expressly authorized
         and empowered to adopt, amend or repeal the Bylaws of the Corporation;
         provided, however, that the Bylaws adopted by the Board of Directors
         under the powers hereby conferred may be altered, amended or repealed
         by the Board of Directors or by the shareholders having the requisite
         voting power with respect thereto, provided further that, in the case
         of any such action by shareholders, the affirmative vote of at least 80
         percent of the votes entitled to be cast by the then outstanding Voting
         Shares, voting together as a single voting group, shall be required in
         order for the shareholders to amend, alter, change or repeal any
         provision of the Bylaws or to adopt any additional Bylaw.

                                   ARTICLE VI

                  1. Every person who is or was a director, officer or employee
         of the Corporation, or who, at the request of the Corporation, serves
         or has served in any such capacity with another corporation,
         partnership, joint venture, trust, employee benefit plan, or other
         enterprise shall be indemnified by the Corporation against any and all
         liability and reasonable expense that may be incurred by him in
         connection with or resulting from any claim, action or proceeding
         (whether brought in the right of the Corporation or any such other
         corporation, entity, plan or otherwise), in which he may become
         involved, as a party or otherwise, by reason of his being or having
         been a director, officer or employee of the Corporation, or such other
         corporation, entity or plan while serving at the request of the
         Corporation, whether or not he continues to be such at the time such
         liability or expense is incurred, unless such person engaged in willful
         misconduct or a knowing violation of the criminal law.

                  As used in this Article VI: (a) the terms "liability" and
         "expense" shall include, but shall not be limited to, counsel fees and
         disbursements and amounts of judgments, fines or penalties against, and
         amounts paid in settlement by, a director, officer or employee; (b) the
         terms "director," "officer" and employee," unless the context otherwise
         requires, include the estate or personal representative of any such
         person; (c) a person is considered to be serving an employee benefit
         plan as a director, officer or employee of the plan at the
         Corporation's request if his duties to the Corporation also impose
         duties on, or otherwise involve services by, him to the plan or, in
         connection with the plan, to participants in or beneficiaries of the
         plan; (d) the term "occurrence" means any act or failure to act, actual
         or alleged, giving rise to a claim, action or proceeding; and (e)
         service as a trustee or as a member of a management or similar
         committee of a partnership, joint venture or limited liability company
         shall be considered service as a director, officer or employee of the
         trust, partnership, joint venture or limited liability company.



                                       13
<Page>

                  The termination of any claim, action or proceeding, civil or
         criminal, by judgment, settlement, conviction or upon a plea of nolo
         contendere, or its equivalent, shall not create a presumption that a
         director, officer or employee did not meet the standards of conduct set
         forth in this Section 1. The burden of proof shall be on the
         Corporation to establish, by a preponderance of the evidence, that the
         relevant standards of conduct set forth in this Section 1 have not been
         met.

                  2. Any indemnification under Section 1 of this Article VI
         shall be made unless (a) the Board of Directors, acting by a majority
         vote of those directors who were directors at the time of the
         occurrence giving rise to the claim, action or proceeding involved and
         who are not at the time parties to such claim, action or proceeding
         (provided there are at least two such directors), finds that the
         director, officer or employee has not met the relevant standards of
         conduct set forth in such Section 1, or (b) if there are not at least
         two such directors, the Corporation's principal Virginia legal counsel,
         as last designated by the Board of Directors as such prior to the time
         of the occurrence giving rise to the claim, action or proceeding
         involved, or in the event for any reason such Virginia counsel is
         unwilling to so serve, then Virginia legal counsel mutually acceptable
         to the Corporation and the person seeking indemnification, deliver to
         the Corporation their written advice that, in their opinion, such
         standards have not been met.

                  3. Expenses incurred with respect to any claim, action or
         proceeding of the character described in Section 1 of this Article VI
         shall, except as otherwise set forth in this Section 3, be advanced by
         the Corporation prior to the final disposition thereof upon receipt of
         an undertaking by or on behalf of the recipient to repay such amount if
         it is ultimately determined that he is not entitled to indemnification
         under this Article VI. No security shall be required for such
         undertaking and such undertaking shall be accepted without reference to
         the recipient's final ability to make repayment. Notwithstanding the
         foregoing, the Corporation may refrain from, or suspend, payment of
         expenses in advance if at any time before delivery of the final finding
         described in Section 2 of this Article VI, the Board of Directors or
         Virginia legal counsel, as the case may be, acting in accordance with
         the procedures set forth in Section 2 of this Article VI, finds by a
         preponderance of the evidence then available that the officer, director
         or employee has not met the relevant standards of conduct set forth in
         Section 1 of this Article VI.

                  4. No amendment or repeal of this Article VI shall adversely
         affect or deny to any director, officer or employee the rights of
         indemnification provided in this Article VI with respect to any
         liability or expense arising out of a claim, action or proceeding based
         in whole or substantial part on an occurrence the inception of which
         takes place before or while this Article VI, as set forth in these
         Articles of Incorporation, is in effect. The provisions of this Section
         4 shall apply to any such claim, action or proceeding whenever
         commenced, including any such claim, action or proceeding commenced
         after any amendment or repeal of this Article VI.

                  5. The rights of indemnification provided in this Article VI
         shall be in addition to any rights to which any such director, officer
         or employee may otherwise be


                                       14
<Page>

         entitled by contract or as a matter of law.

                  6. In any proceeding brought by or in the right of the
         Corporation or brought by or on behalf of shareholders of the
         Corporation, no director or officer of the Corporation shall be liable
         to the Corporation or its shareholders for monetary damages with
         respect to any transaction, occurrence or course of conduct, whether
         prior or subsequent to the effective date of this Article VI, except
         for liability resulting from such person's having engaged in willful
         misconduct or a knowing violation of the criminal law or any federal or
         state securities law.

                                   ARTICLE VII

                  1. A special meeting of the shareholders for any purpose or
         purposes, unless otherwise provided by law, may be called by order of
         the Chairman of the Board, the President, the Board of Directors or, at
         any time that Artal or any Artal Transferee owns at least 20 percent of
         the then outstanding shares of Common Stock, by Artal or any such Artal
         Transferee. For purposes of this Section 1, "Artal Transferee" shall
         mean a transferee from Artal or any other Artal Transferee of at least
         20 percent of the then outstanding shares of Common Stock that pursuant
         to an instrument of transfer or related agreement has been granted
         rights under this Section 1 by Artal or any Artal Transferee.

                  2. For such periods as the Corporation shall have fewer than
         300 shareholders of record, any action required or permitted by the
         VSCA to be taken at a shareholders' meeting may be taken without a
         meeting and without prior notice, if the action is taken by the written
         consent of shareholders who would be entitled to vote at a meeting of
         holders of outstanding shares and who have voting power to cast not
         less than the minimum number (or the applicable minimum numbers, in the
         case of voting by groups) of votes that would be necessary to authorize
         or take the action at a meeting at which all shareholders entitled to
         vote thereon were present and voted.

                  3. As used in the Articles of Incorporation, the word "own"
         shall mean "beneficially own" as determined pursuant to Rule 13d-3 (or
         any successor provision thereto) under the Securities Exchange Act of
         1934, as amended.





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