
<PAGE>   1
                                                                EXHIBIT (c)(3)


                            AMENDMENT NUMBER TWO TO
               AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER


         THIS AMENDMENT NUMBER TWO TO AMENDED AND RESTATED AGREEMENT AND PLAN
OF MERGER  (this "Amendment") is made and entered into as of this 10th day of
March, 1998, by and among Frank E. Best, Inc., a Delaware corporation ("FEB"),
Best Universal Lock Co., a Delaware corporation ("BUL"), Best Lock Corporation,
a Delaware corporation ("BLC" and, together with FEB and BUL, the "Companies"),
Webco One, Inc., a Delaware corporation ("W1"), Webco Two, Inc., a Delaware
corporation ("W2"), Webco Three, Inc., a Delaware corporation ("W3" and,
together with W1 and W2, the "Merger Subs"), and Walter E. Best Company, Inc.,
an Indiana corporation ("Webco").

                                R E C I T A L S

         A.      The Companies, the Merger Subs and Webco previously entered
into an Amended and Restated Agreement and Plan of Merger, dated as of December
1, 1997, which was amended on January 29, 1998 (as so amended, the "Merger
Agreement"), pursuant to which, among other things, W1 will be merged with and
into FEB, W2 will be merged with and into BUL and W3 will be merged with and
into BLC.

         B.      The Companies, the Merger Subs and Webco have determined that
there are certain typographical errors in the Exhibits to the Merger Agreement
and desire to amend the Merger Agreement as specifically provided for herein to
correct such errors.

         C.      NOW, THEREFORE, in consideration of the mutual promises and
agreements of the parties set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

                                   AGREEMENTS

         1.      Amendments.  Exhibits A-1, A-2 and A-3 to the Merger Agreement
are hereby deleted and replaced in their entirety by Exhibits A-1, A-2 and A-3,
attached hereto.

         2.      Merger Agreement in Full Force.  Except as herein amended, the
Merger Agreement shall remain unchanged and in full force and effect and is
hereby satisfied, approved and confirmed in all respects.

         3.      References.  After the date hereof, all references in the
Merger Agreement to "Agreement", "hereof", "herein", or similar terms shall
refer to the Merger Agreement as amended hereby.

         4.      Successors and Assigns.  This Amendment shall be binding upon
and inure to the benefit of the Companies, the Merger Subs, Webco and their
respective successors and assigns.

         5.      Governing Law.  This Amendment shall be governed by and in
accordance with the internal laws, and not the laws of conflict, of the State
of Delaware.
<PAGE>   2


         IN WITNESS WHEREOF, Webco, the Merger Subs and the Companies have
caused this Amendment to be signed as of the date first written above.

                                        FRANK E. BEST, INC.

                                        By: /s/ Russell C. Best
                                            -------------------
                                        Name:    Russell C. Best
                                        Title:   President

                                        BEST UNIVERSAL LOCK CO.

                                        By: /s/ Russell C. Best
                                        Name:    Russell C. Best
                                            -------------------
                                        Title:   President

                                        BEST LOCK CORPORATION

                                        By: /s/ Russell C. Best
                                            -------------------
                                        Name:    Russell C. Best
                                        Title:   President

                                        WALTER E. BEST COMPANY, INC.

                                        By: /s/ Russell C. Best
                                            -------------------
                                        Name:    Russell C. Best
                                        Title:   President

                                        WEBCO ONE, INC.

                                        By: /s/ Russell C. Best
                                            -------------------
                                        Name:    Russell C. Best
                                        Title:   President

                                        WEBCO TWO, INC.

                                        By: /s/ Russell C. Best
                                            -------------------
                                        Name:    Russell C. Best
                                        Title:   President

                                        WEBCO THREE, INC.

                                        By: /s/ Russell C. Best
                                            -------------------
                                        Name:    Russell C. Best
                                        Title:   President

















                                     -2-
<PAGE>   3
                                   EXHIBIT A-1

         The Certificate of Incorporation of Frank E. Best, Inc. shall be
amended in its entirety as follows: 

         1. Corporate Name. The name of the corporation (hereinafter, the 
"Corporation") is Frank E. Best, Inc.

         2. Registered Office and Agent. The address, including street, number,
city and county, of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, County of New Castle, Wilmington, Delaware
19801. The name of the registered agent of the Corporation in the State of
Delaware at such address is The Corporation Trust Company.

         3. Purposes. The nature of the business of the Corporation and the
objects or purposes to be transacted, promoted, conducted or carried on by it
are as follows:

         To engage in any lawful act or activity for which corporations may be
    organized under the General Corporation Law of the State of Delaware.

         4. Authorized Capital Stock. The total number of shares of stock which
the Corporation shall have authority to issue is One Thousand (1,000) shares of
Common Stock, each with a par value of One Cent ($0.01) per share (hereinafter,
the "Capital Stock"). The rights and qualifications, limitations or restrictions
of the shares of Capital Stock are as follows:

         (a) Voting Rights. Except as may otherwise be provided by applicable
    law, each share of Common Stock shall be entitled to vote as one class for
    election of directors and on all other matters which may be submitted to a
    vote of stockholders of the Corporation.

         (b) Dividends. Dividends may be declared from time to time on the
    Common Stock at the discretion of the board of directors of the Corporation
    and in accordance with the provisions of the General Corporation Law of the
    State of Delaware.

         (c) Additional Issuances. At any time and from time to time while
    shares of Common Stock are outstanding, the Corporation may create one or
    more series or one or more classes of capital stock senior to or on a parity
    with the shares of Common Stock in payment of dividends or upon liquidation,
    dissolution or winding up.

         5. Name and Address of Incorporator. The name and address of the
incorporator of the Corporation is Gregg A. Dykstra, 6161 E. 75th Street,
Indianapolis, Indiana 46250.

     

<PAGE>   4



         6. Additional Provisions. For the management of the business and for
the conduct of the affairs of the Corporation, and in further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders, the following additional provisions are set forth and made a
part of this Certificate of Incorporation:

         (a) The number of directors which shall constitute the whole board of
    directors of the Corporation shall be fixed by, or in the manner provided
    in, the by-laws of the Corporation, but such number may from time to time be
    increased or decreased in such manner as may be prescribed by the by-laws.
    The election of directors need not be by ballot.

         (b) In furtherance and not in limitation of the powers conferred by the
    laws of the State of Delaware, the board of directors of the Corporation is
    expressly authorized and empowered:

             (1) to make, alter, amend and repeal the by-laws of the
         Corporation, except as otherwise provided or permitted under the
         General Corporation Law of the State of Delaware and except that any
         by-law which, in accordance with the provisions of the by-laws, may be
         altered, amended or repealed only by the stockholders may not be
         altered, amended or repealed by the directors;

             (2) subject to the applicable provisions of the by-laws then in
         effect, to determine, from time to time, whether and to what extent and
         at what times and places and under what conditions and regulations the
         accounts and books of the Corporation, or any of them, shall be open to
         the inspection of the stockholders; and no stockholder shall have any
         right, except as conferred by the laws of the State of Delaware, to
         inspect any account or book or document of the Corporation unless and
         until authorized so to do by resolution of the board of directors or
         the stockholders of the Corporation;

             (3) without the assent or vote of the stockholders of the
         Corporation, to authorize and issue obligations of the Corporation,
         secured or unsecured, to include therein such provisions as to
         redeemability, convertibility or otherwise, as the board of directors,
         in its sole discretion, may determine, and to authorize the mortgaging
         or pledging, as security therefor, of any property of the Corporation,
         real or personal, including after-acquired property;

             (4) to determine whether any, and if any, what part, of the surplus
         of the Corporation or, in the event there shall be no such surplus, of
         the net profits of the Corporation for the then current fiscal year or
         the then immediately preceding fiscal year shall be declared in
         dividends and paid to the stockholders, and to direct and determine the
         use and disposition of any such surplus or such net profits;


                                       -2-

<PAGE>   5



             (5) to fix from time to time the amount of profits of the
         Corporation to be reserved as working capital or for any other lawful
         purpose;

             (6) to establish bonus, profit-sharing or other types of incentive
         or compensation plans for employees (including officers and directors)
         of the Corporation and to fix the amount of profits to be distributed
         or shared and to determine the persons to participate in any such plans
         and the amounts of their respective participation.

    In addition to the powers and authorities hereinbefore or by statute
    expressly conferred upon it, the board of directors may exercise all such
    powers and do all such acts and things as may be exercised or done by the
    Corporation, subject, nevertheless, to the provisions of the laws of the
    State of Delaware and the Certificate of Incorporation and the by-laws of
    the Corporation.

         (c) Any director or any officer elected or appointed by the
    stockholders or by the board of directors may be removed at any time in such
    manner as shall be provided in the by-laws of the Corporation.

         (d) Subject to any limitations in the by-laws of the Corporation, the
    members of the board of directors shall be entitled to reasonable fees,
    salaries or other compensation for their services and to reimbursement for
    their expenses as such members. Nothing contained herein shall preclude any
    director from serving the Corporation, or any subsidiary or affiliated
    corporation, in any other capacity and receiving proper compensation
    therefor.

         (e) If the by-laws of the Corporation so provide, the stockholders and
    board of directors of the Corporation shall have power to hold their
    meetings, to have an office or offices and to keep the books of the
    Corporation, subject to the provisions of the laws of the State of Delaware,
    outside the State of Delaware at such place or places as may from time to
    time be designated by the board of directors.

         (f) Whenever a compromise or arrangement is proposed between the
    Corporation and its creditors or any class of them and/or between the
    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 the Corporation or of any creditor or stockholder
    thereof or on the application of any receiver or receivers appointed for the
    Corporation under the provisions of Section 291 of Title 8 of the Delaware
    Code or on the application of trustees in dissolution or of any receiver or
    receivers appointed for the Corporation under the provisions of Section 279
    of Title 8 of the Delaware Code, order a meeting of the creditors or class
    of creditors, and/or of the stockholders or class of stockholders of the
    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

                                       -3-

<PAGE>   6


    stockholders or class of stockholders of the Corporation, as the case may
    be, agree to any compromise or arrangement and to any reorganization of the
    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 the Corporation, as the case may be, and also on the
    Corporation.

         7. Indemnification and Insurance. The board of directors of the
Corporation may, by resolution adopted from time to time, indemnify such persons
as permitted by the General Corporation Law of the State of Delaware as amended
from time to time. The board of directors of the Corporation may, by resolution
adopted from time to time, purchase and maintain insurance on behalf of such
persons as permitted by the General Corporation Law of the State of Delaware as
amended from time to time.

         8. Liability of Directors. No directors of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for 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 General
Corporation Law of the State of Delaware, as the same exists or hereafter may be
amended, or (iv) for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this paragraph by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification. Nothing herein
shall limit or otherwise affect the obligation or right of the Corporation to
indemnify its directors pursuant to the provisions of this Certificate of
Incorporation, the by-laws of the Corporation or as may be permitted by the
General Corporation Law of the State of Delaware.

         9. Amendment. Any of the provisions of this Certificate of
Incorporation may from time to time be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Section 9.

                                       -4-




<PAGE>   7

                                 EXHIBIT A-2

        The Certificate of Incorporation of Best Universal Lock Co. shall be
amended in its entirety as follows:

        1.      Corporate Name.  The name of the corporation (hereinafter, the 
"Corporation") is Best Universal Lock Co.

        2.      Registered Office and Agent.  The address, including street, 
number, city and county, of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, County of New Castle, Wilmington,
Delaware 19801.  The name of the registered agent of the Corporation in the
State of Delaware at such address is The Corporation Trust Company.
        
        3.      Purposes.  The nature of the business of the Corporation and 
the objects or purposes to be transacted, promoted, conducted or carried on by
it are as follows:
        
        To engage in any lawful act or activity for which corporations  may be
    organized under the General Corporation Law of the State of Delaware.

        4.      Authorized Capital Stock.  The total number of shares of stock 
which the Corporation shall have authority to issue is One Thousand (1,000)
shares of Common Stock, each with a par value of One Cent ($0.01) per share
(hereinafter, the "Capital Stock").  The rights and qualifications, limitations
or restrictions of the shares of Capital Stock are as follows:
        
        (a)     Voting Rights.  Except as may otherwise be provided by 
    applicable law, each share of Common Stock shall be entitled to vote as one
    class for election of directors and on all other matters which may be
    submitted to a vote of stockholders of the Corporation.
        
        (b)     Dividends.  Dividends may be declared from time to time on the
    Common Stock at the discretion of the board of directors of the Corporation
    and in accordance with the provisions of the General Corporation Law of the
    State of Delaware.
        
        (c)     Additional Issuances.  At any time and from time to time while
    shares of Common Stock are outstanding, the Corporation may create one or
    more series or one or more classes of capital stock senior to or on a
    parity with the shares of Common Stock in payment of dividends or upon
    liquidation, dissolution or winding up.
        
        5.      Name and Address of Incorporator.  The name and address of the 
incorporator of the Corporation is Gregg A.  Dykstra, 6161 E. 75th Street, 
Indianapolis, Indiana 46250.



<PAGE>   8


        6.      Additional Provisions.  For the management of the business and 
for the conduct of the affairs of the Corporation, and in further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders, the following additional provisions are set forth and made a
part of this Certificate of Incorporation:
        
        (a)     The number of directors which shall constitute the whole board
    of directors of the Corporation shall be fixed by, or in the manner
    provided in, the by-laws of the Corporation, but such number may from time
    to time be increased or decreased in such manner as may be prescribed by
    the by-laws.  The election of directors need not be by ballot.
        
        (b)     In furtherance and not in limitation of the powers conferred by
    the laws of the State of Delaware, the board of directors of the
    Corporation is expressly authorized and empowered:
        
                (1)     to make, alter, amend and repeal the by-laws of the 
        Corporation, except as otherwise provided or permitted under the
        General Corporation Law of the State of Delaware and except that any
        by-law which, in accordance with the provisions of the by-laws, may be
        altered, amended or repealed only by the stockholders may not be
        altered, amended or repealed by the directors;

                 (2)    subject to the applicable provisions of the by-laws 
        then in effect, to determine, from time to time, whether and to what
        extent and at what times and places and under what conditions and
        regulations the accounts and books of the Corporation, or any of them,
        shall be open to the inspection of the stockholders; and no stockholder
        shall have any right, except as conferred by the laws of the State of
        Delaware, to inspect any account or book or document of the Corporation
        unless and until authorized so to do by resolution of the board of
        directors or the stockholders of the Corporation;
        
                 (3)    without the assent or vote of the stockholders of the 
        Corporation, to authorize and issue obligations of the Corporation,
        secured or unsecured, to include therein such provisions as to
        redeemability, convertibility or otherwise, as the board of directors,
        in its sole discretion, may determine, and to authorize the mortgaging
        or pledging, as security therefor, of any property of the Corporation,
        real or personal, including after-acquired property;
        
                 (4)    to determine whether any, and if any, what part, of the
         surplus of the Corporation or, in the event there shall be no such
         surplus, of the net profits of the Corporation for the then current
         fiscal year or the then immediately preceding fiscal year shall be
         declared in dividends and paid to the stockholders, and to direct and
         determine the use and disposition of any such surplus or such net
         profits;
        


                                     -2-
<PAGE>   9


                 (5)    to fix from time to time the amount of profits of the 
         Corporation to be reserved as working capital or for any other lawful
         purpose;
        
                 (6)    to establish bonus, profit-sharing or other types of 
         incentive or compensation plans for employees (including officers and
         directors) of the Corporation and to fix the amount of profits to be
         distributed or shared and to determine the persons to participate in
         any such plans and the amounts of their respective participation.
        
    In addition to the powers and authorities hereinbefore or by statute
    expressly conferred upon it, the board of directors may exercise all such
    powers and do all such acts and things as may be exercised or done by the
    Corporation, subject, nevertheless, to the provisions of the laws of the
    State of Delaware and the Certificate of Incorporation and the by-laws of
    the Corporation.
        
        (c)     Any director or any officer elected or appointed by the 
    stockholders or by the board of directors may be removed at any time in
    such manner as shall be provided in the by-laws of the Corporation.
        
        (d)     Subject to any limitations in the by-laws of the Corporation, 
    the members of the board of directors shall be entitled to reasonable fees,
    salaries or other compensation for their services and to reimbursement for
    their expenses as such members.  Nothing contained herein shall preclude
    any director from serving the Corporation, or any subsidiary or affiliated
    corporation, in any other capacity and receiving proper compensation
    therefor.
        
        (e)     If the by-laws of the Corporation so provide, the stockholders 
    and board of directors of the Corporation shall have power to hold their
    meetings, to have an office or offices and to keep the books of the
    Corporation, subject to the provisions of the laws of the State of
    Delaware, outside the State of Delaware at such place or places as may from
    time to time be designated by the board of directors.
        
        (f)     Whenever a compromise or arrangement is proposed between the 
    Corporation and its creditors or any class of them and/or between the
    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 the Corporation or of any creditor or stockholder
    thereof or on the application of any receiver or receivers appointed for
    the Corporation under the provisions of Section 291 of Title 8 of the
    Delaware Code or on the application of trustees in dissolution or of any
    receiver or receivers appointed for the Corporation under the provisions of
    Section 279 of Title 8 of the Delaware Code, order a meeting of the
    creditors or class of creditors, and/or of the stockholders or class of
    stockholders of the 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
        

                                     -3-
<PAGE>   10


    stockholders or class of stockholders of the Corporation, as the case may
    be, agree to any compromise or arrangement and to any reorganization of the
    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 the Corporation, as the case may be, and also on
    the Corporation.
        
        7.      Indemnification and Insurance.  The board of directors of the 
Corporation may, by resolution adopted from time to time, indemnify such
persons as permitted by the General Corporation Law of the State of Delaware as
amended from time to time.  The board of directors of the Corporation may, by
resolution adopted from time to time, purchase and maintain insurance on behalf
of such persons as permitted by the General Corporation Law of the State of
Delaware as amended from time to time.
        
        8.      Liability of Directors.  No directors of the Corporation shall 
be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for 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 General Corporation Law of the State of Delaware, as the same exists or
hereafter may be amended, or (iv) for any transaction from which the director
derived an improper personal benefit.  Any repeal or modification of this
paragraph by the stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or
modification.  Nothing herein shall limit or otherwise affect the obligation or
right of the Corporation to indemnify its directors pursuant to the provisions
of this Certificate of Incorporation, the by-laws of the Corporation or as may
be permitted by the General Corporation Law of the State of Delaware.
        
        9.      Amendment.  Any of the provisions of this Certificate of 
Incorporation may from time to time be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation
by this Certificate of Incorporation are granted subject to the provisions of
this Section 9.
        



                                     -4-
<PAGE>   11

                                  EXHIBIT A-3

                 The Restated Certificate of Incorporation of Best Lock

Corporation shall be amended in its entirety as follows: 


                 1.       Corporate Name.  The name of the corporation 
(hereinafter, the "Corporation") is Best Lock Corporation.

                 2.       Registered Office and Agent.  The address, including
street, number, city and county, of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, County of New Castle, Wilmington,
Delaware 19801.  The name of the registered agent of the Corporation in the
State of Delaware at such address is The Corporation Trust Company.

                 3.       Purposes.  The nature of the business of the
Corporation and the objects or purposes to be transacted, promoted, conducted
or carried on by it are as follows:

                 To engage in any lawful act or activity for which corporations
        may be organized under the General Corporation Law of the State of 
        Delaware.

                 4.       Authorized Capital Stock.  The total number of shares
of stock which the Corporation shall have authority to issue is One Thousand
(1,000) shares of Common Stock, each with a par value of One Cent ($0.01) per
share (hereinafter, the "Capital Stock").  The rights and qualifications,
limitations or restrictions of the shares of Capital Stock are as follows:

                 (a)     Voting Rights.  Except as may otherwise be provided by
        applicable law, each share of Common Stock shall be entitled to vote 
        as one class for election of directors and on all other matters which 
        may be submitted to a vote of stockholders of the Corporation.

                 (b)     Dividends.  Dividends may be declared from time to 
        time on the Common Stock at the discretion of the board of directors of
        the Corporation and in accordance with the provisions of the General
        Corporation Law of the State of Delaware.
        
                 (c)     Additional Issuances.  At any time and from time to 
        time while shares of Common Stock are outstanding, the Corporation may
        create one or more series or one or more classes of capital stock
        senior to or on a parity with the shares of Common Stock in payment of
        dividends or upon liquidation, dissolution or winding up.
        
                 5.       Additional Provisions.  For the management of the
business and for the conduct of the affairs of the Corporation, and in further
definition, limitation and regulation
<PAGE>   12


of the powers of the Corporation and of its directors and stockholders, the
following additional provisions are set forth and made a part of this
Certificate of Incorporation:

                (a)     The number of directors which shall constitute the 
        whole board of directors of the Corporation shall be fixed by, or in
        the manner provided in, the by-laws of the Corporation, but such number
        may from time to time be increased or decreased in such manner as may
        be prescribed by the by-laws.  The election of directors need not be by
        ballot.
        
                (b)     In furtherance and not in limitation of the powers 
        conferred by the laws of the State of Delaware, the board of directors
        of the Corporation is expressly authorized and empowered:
        
                        (1)      to make, alter, amend and repeal the by-laws 
                of the Corporation, except as otherwise provided or permitted
                under the General Corporation Law of the State of Delaware and
                except that any by-law which, in accordance with the provisions
                of the by-laws, may be altered, amended or repealed only by the
                stockholders may not be altered, amended or repealed by the
                directors;
        
                        (2)      subject to the applicable provisions of the 
                by-laws then in effect, to determine, from time to time,
                whether and to what extent and at what times and places and
                under what conditions and regulations the accounts and books of
                the Corporation, or any of them, shall be open to the
                inspection of the stockholders; and no stockholder shall have
                any right, except as conferred by the laws of the State of
                Delaware, to inspect any account or book or document of the
                Corporation unless and until authorized so to do by resolution
                of the board of directors or the stockholders of the
                Corporation;
        
                        (3)      without the assent or vote of the stockholders
                of the Corporation, to authorize and issue obligations of the
                Corporation, secured or unsecured, to include therein such
                provisions as to redeemability, convertibility or otherwise, as
                the board of directors, in its sole discretion, may determine,
                and to authorize the mortgaging or pledging, as security
                therefor, of any property of the Corporation, real or personal,
                including after-acquired property;
        
                        (4)      to determine whether any, and if any, what 
                part, of the surplus of the Corporation or, in the event there
                shall be no such surplus, of the net profits of the Corporation
                for the then current fiscal year or the then immediately
                preceding fiscal year shall be declared in dividends and paid
                to the stockholders, and to direct and determine the use and
                disposition of any such surplus or such net profits;
        
                        (5)      to fix from time to time the amount of profits
                of the Corporation to be reserved as working capital or for any
                other lawful purpose;




                                     -2-
<PAGE>   13


                 (6)      to establish bonus, profit-sharing or other types of
         incentive or compensation plans for employees (including officers and
         directors) of the Corporation and to fix the amount of profits to be
         distributed or shared and to determine the persons to participate in
         any such plans and the amounts of their respective participation.

In addition to the powers and authorities hereinbefore or by statute expressly
conferred upon it, the board of directors may exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State of Delaware
and the Certificate of Incorporation and the by-laws of the Corporation.

         (c)     Any director or any officer elected or appointed by the
stockholders or by the board of directors may be removed at any time in such
manner as shall be provided in the by-laws of the Corporation.

         (d)     Subject to any limitations in the by-laws of the Corporation,
the members of the board of directors shall be entitled to reasonable fees,
salaries or other compensation for their services and to reimbursement for
their expenses as such members.  Nothing contained herein shall preclude any
director from serving the Corporation, or any subsidiary or affiliated
corporation, in any other capacity and receiving proper compensation therefor.

         (e)     If the by-laws of the Corporation so provide, the stockholders
and board of directors of the Corporation shall have power to hold their
meetings, to have an office or offices and to keep the books of the
Corporation, subject to the provisions of the laws of the State of Delaware,
outside the State of Delaware at such place or places as may from time to time
be designated by the board of directors.

         (f)     Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8 of
the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the 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 the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation, as consequence of such compromise or
arrangement, the said compromise or arrangement




                                     -3-
<PAGE>   14


                 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 the Corporation, as  
                 the case may be, and also on the Corporation.
        
                 6.       Indemnification and Insurance.  The board of
directors of the Corporation may, by resolution adopted from time to time,
indemnify such persons as permitted by the General Corporation Law of the State
of Delaware as amended from time to time.  The board of directors of the
Corporation may, by resolution adopted from time to time, purchase and maintain
insurance on behalf of such persons as permitted by the General Corporation Law
of the State of Delaware as amended from time to time.

                 7.       Liability of Directors.  No directors of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
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 General Corporation Law of the State of Delaware, as
the same exists or hereafter may be amended, or (iv) for any transaction from
which the director derived an improper personal benefit.  Any repeal or
modification of this paragraph by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification.  Nothing herein shall limit or otherwise affect the obligation
or right of the Corporation to indemnify its directors pursuant to the
provisions of this Certificate of Incorporation, the by-laws of the Corporation
or as may be permitted by the General Corporation Law of the State of Delaware.

                 8.       Amendment.  Any of the provisions of this Certificate
of Incorporation may from time to time be amended, altered or repealed, and
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner and at the time prescribed by said
laws, and all rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted subject to the
provisions of this Section 8.












                                     -4-
