
<PAGE>

                                 AMENDED AND RESTATED
                             CERTIFICATE OF INCORPORATION
                                          OF
                                ALLEGIANCE CORPORATION


                                      * * * * *

Allegiance Corporation, a Delaware corporation, initially incorporated on June
26, 1996, has duly adopted by action of its Board of Directors and stockholders
the following amended and restated certificate of incorporation in accordance
with the provisions of Sections 242 and 245 of the General Corporation Law of
Delaware.

FIRST:   The name of the Corporation is Allegiance Corporation.

SECOND:  The registered office of the Corporation in the State of Delaware is
located at 1209 Orange Street in the City of Wilmington, County of New Castle.
The name of the registered agent of the Corporation is The Corporation Trust
Company.

THIRD:   The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH:  The total number of shares of stock which the Corporation shall have
authority to issue is Two Hundred Twenty Million (220,000,000) shares, of which
Twenty Million (20,000,000) shares, par value $.01 per share, shall be preferred
stock (the "Preferred Stock") and of which Two Hundred Million (200,000,000)
shares, par value $ 1.00 per share, shall be common stock (the "Common Stock").

Authority is hereby expressly granted to and vested in the Board of Directors of
the Corporation to issue Preferred Stock in one or more series and in connection
therewith to fix by resolutions providing for the issue of such series the
number of shares to be included in such series and the designations and such
voting powers, full or limited, or no voting powers, and such of the preferences
and relative, participating, optional or other special rights and the
qualifications, limitations or restrictions thereof, of such series of the
Preferred Stock which are not fixed by the certificate of incorporation, to the
full extent now or hereafter permitted by the laws of the State of Delaware.
Without limiting the generality of the grant of authority contained in the
preceding sentence, the Board of Directors is authorized to determine any or all
of the following, and the shares of each series may vary from the shares of any
other series in any or all of the following respects:

    1.   The number of shares of such series (which may subsequently be
         increased, except as otherwise provided by the resolutions of the
         Board of Directors providing for the issue of such series, or
         decreased to a number not less than the number of shares then
         outstanding) and the distinctive designation thereof;

    2.   The dividend rights, if any, of such series, the dividend preferences,
         if any, as between such series and any other class or series of stock,
         whether and the extent to which shares of such series shall be
         entitled to participate in dividends with


<PAGE>


         shares of any other series or class of stock, whether and the extent
         to which dividends on such series shall be cumulative, and any
         limitations, restrictions or conditions on the payment of such
         dividends;


    3.   The time or times during which, the price or prices at which, and any
         other terms or conditions on which the shares of such series may be
         redeemed, if redeemable;

    4.   The rights of such series, and the preferences, if any, as between
         such series and any other class or series of stock, in the event of
         any voluntary or involuntary liquidation, dissolution or winding up of
         the Corporation and whether and the extent to which shares of any such
         series shall be entitled to participate in such event with any other
         class or series of stock;

    5.   The voting powers, if any, in addition to the voting powers prescribed
         by law of shares of such series and, to the extent not prohibited by
         applicable law, voting powers which may exceed one vote per share, and
         the terms of exercise of such voting powers;

    6.   Whether shares of such series shall be convertible into or
         exchangeable for shares of any other series or class of stock, or any
         other securities, and the terms and conditions, if any, applicable to
         such rights; and

    7.   The terms and conditions, if any, of any purchase, retirement or
         sinking fund which may be provided for the shares of such series.

FIFTH:   Subject to any rights of the holders of the Preferred Stock or any
terms thereof to elect additional directors under specified circumstances, the
number of directors which shall constitute the whole Board of Directors of the
Corporation shall be the number from time to time fixed by the Board of
Directors.  A decrease in the number of directors shall not affect the term of
office of any director then in office.

Subject to any rights of the holders of the Preferred Stock or any series
thereof to fill any newly created directorships or vacancies, any vacancy on the
Board of Directors that results from an increase in the number of directors or
for any other reason, may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.

Subject to the rights of the holders of any series of Preferred Stock, any
director may be removed from office at any time, but only for cause and only by
the affirmative vote of at least a majority of the then outstanding shares
entitled to vote for the election of such director.

Unless the Corporation's bylaws specify otherwise, the election of directors of
the Corporation need not be by written ballot.

SIXTH:   The directors, other than those who may be elected by the holders of
any series of Preferred Stock under specified circumstances, shall be divided,
with respect to the time for which they severally hold office, into three
classes, with the term of office of the first class to expire at the 1997 annual
meeting of stockholders, the term of office of the second class to expire at the


                                        Page 2

<PAGE>


1998 annual meeting of stockholders and the terms of office of the third class
to expire at the 1999 annual meeting of stockholders, with each director to hold
office until his or her successor shall have been duly elected and qualified.
The directors chosen to succeed those whose terms are expiring shall be
identified as being of the same class as the directors whom they succeed and
shall be elected for a term expiring at the third succeeding annual meeting of
stockholders or thereafter in each case until their respective successors are
elected and qualified, subject to death, resignation, retirement or removal from
office.

Any new positions created as a result of the increase in the number of directors
shall be allocated to make the classes of directors as nearly equal as possible.
Any director elected to fill a term resulting from an increase in the number of
directors shall have the same term as the other members of his class.  A
director elected to fill any other vacancy shall have the same remaining term as
that of his predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of the
certificate of incorporation applicable thereto, and such directors so elected
shall not be divided into classes pursuant to this Article SIXTH unless
expressly provided by such terms.

SEVENTH: The Board of Directors shall have such powers as are permitted by the
General Corporation Law of Delaware, including, without limitation, without the
assent or vote of the stockholders, to make, alter, amend, change, add to, or
repeal the bylaws of the Corporation, to fix and vary the amount to be reserved
as working capital; to authorize and cause to be executed mortgages and liens
upon all the property of the Corporation, or any part thereof, to determine the
use and disposition of any surplus or net profits over and above the capital
stock paid in, and to fix the times for the declaration and payment of
dividends.

EIGHTH:  The Board of Directors is hereby authorized to create and issue,
whether or not in connection with the issuance and sale of any of its capital
stock or other securities or property, rights entitling the holders thereof to
purchase from the Corporation shares of stock or other securities of the
Corporation or any other corporation.  The times at which and the terms upon
which such rights are to be issued will be determined by the Board of Directors
and set forth in the contracts or instruments that evidence such rights.  The
authority of the Board of Directors or any duly authorized committee thereof
with respect to such rights shall include, but not be limited to, determination
of the following:

    (A)  the initial purchase price per share or other unit of the capital
         stock or other securities or property to be purchased upon exercise of
         such rights;

    (B)  provisions relating to the times at which and the circumstances under
         which such rights may be exercised or sold or otherwise transferred,
         either together with or separately from, any other capital stock or
         other securities of the Corporation;


                                        Page 3

<PAGE>


    (C)  provisions which adjust the number or exercise price of such rights or
         amount or nature of the capital stock or other securities or property
         receivable upon exercise of such rights in the event of a combination,
         split or recapitalization of any capital stock of the Corporation, a
         change in ownership of the Corporation's capital stock or other
         securities or a reorganization, merger, consolidation, sale of assets
         or other occurrence relating to the Corporation or any capital stock
         of the Corporation, and provisions restricting the ability of the
         Corporation to enter into any such transaction absent an assumption by
         the other party or parties thereto of the obligations of the
         Corporation under such rights;

    (D)  provisions which deny the holder of a specified percentage of the
         outstanding capital stock or other securities of the Corporation the
         right to exercise such rights and/or cause the rights held by such
         holder to become void;

    (E)  provisions which permit the Corporation to redeem or exchange such
         rights; and

    (F)  the appointment of a rights agent with respect to such rights.

NINTH:   Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of at least two-thirds of
the voting power of the then outstanding Voting Stock (as defined below), voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, the bylaws of the Corporation or Articles FIFTH,
SIXTH and EIGHTH of this Certificate of Incorporation.  For the purposes of this
Certificate of Incorporation, "Voting Stock" shall mean the outstanding shares
of capital stock of the Corporation entitled to vote generally in the election
of Directors.

TENTH:   No person who is, or was at any time but is no longer serving as, a
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
person as a director, provided that the provisions of this Article TENTH shall
not eliminate or limit the liability of a director (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 or (iv) for any transaction from which the director
derived an improper personal benefit.  If the General Corporation Law of the
State of Delaware is amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended.  No amendment to or repeal of this Article TENTH shall have the effect
of increasing the liability or alleged liability of any director of the
Corporation for or with respect to any act or omission of such director
occurring prior to such amendment or repeal.

ELEVENTH:     The Corporation shall indemnify and advance expenses to each 
person who serves as an officer or director of the Corporation or a subsidiary
of the Corporation and each person who serves or may have served at the request
of the Corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise from any 
liability incurred as a result of such service to the fullest extent permitted 
by the General Corporation Law of Delaware as it may from time to time be 
amended, except with respect to an



                                        Page 4

<PAGE>


action commenced by such director or officer against the Corporation or by such
director or officer as a derivative action by or in the right of the
Corporation.  Each person who is or was an employee or agent of the Corporation
and each officer or director who commences any action against the Corporation or
a derivative action by or in the right of the Corporation may be similarly
indemnified and receive an advance of expenses at the discretion of the Board of
Directors.

The indemnification and advancement of expenses provided by, or granted pursuant
to, the certificate of incorporation shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacity and as to action in
another capacity while holding such office.


The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of this Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
this certificate of incorporation or Delaware law.

The indemnification and advancement of expenses provided by, or granted pursuant
to, this certificate of incorporation shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

TWELFTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this reservation.  No amendment to
this certificate of incorporation or repeal of any article of this certificate
of incorporation shall increase the liability or alleged liability or reduce or
limit the right to indemnification of any directors, officers, employees or
agents of the Corporation for acts or omissions of such person occurring prior
to such amendment or repeal.

THIRTEENTH:  Effective from and after the date upon which the Corporation shall
first have more than one stockholder, no action which requires the vote or
consent of stockholders of the Corporation may be taken without a meeting and
vote of stockholders and the power of stockholders to consent thereafter in
writing without a meeting to the taking of any action is specifically denied.

IN WITNESS WHEREOF, Allegiance Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by Lester B. Knight, its chairman of
the board and chief executive officer this 29th day of August, 1996.

                                  ALLEGIANCE CORPORATION



                                  By /s/ Lester B. Knight
                                     --------------------
                                     (Name)


                                        Page 5
<PAGE>


                           CERTIFICATE OF DESIGNATION
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                             ALLEGIANCE CORPORATION



--------------------------------------------------------------------------------
                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware
--------------------------------------------------------------------------------


          The undersigned do hereby certify that the following resolution was
duly adopted by the Board of Directors of Allegiance Corporation, a Delaware
corporation (the "Corporation"), at a meeting duly convened and held on
September 16, 1996, at which a quorum was present and acting throughout:

          RESOLVED, that pursuant to the authority vested in the board of
directors of the Corporation by the Certificate of Incorporation, the board of
directors does hereby create, authorize and provide for the issue of a series of
Preferred Stock, par value $.01 per share, of the Corporation, to be designated
"Series A Junior Participating Preferred Stock" (hereinafter referred to as the
"Series A Preferred Stock"), initially consisting of 2,000,000 shares, and to
the extent that the designations, powers, preferences and relative and other
special rights and the qualifications, limitations or restrictions of the Series
A Preferred Stock are not stated and expressed in the Certificate of
Incorporation, does hereby fix and herein state and express such designations,
powers, preferences and relative and other special rights and the
qualifications, limitations and restrictions thereof, as follows (all terms used
herein which are defined in the Certificate of Incorporation shall be deemed to
have the meanings provided therein):

          Section 1.  DESIGNATION AND AMOUNT.  The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" and the number
of shares constituting such series shall be 2,000,000.
<PAGE>

          Section 2.  DIVIDENDS AND DISTRIBUTIONS.

          (A)  Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the first business day of January, April,
July and October in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $.01 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, par
value $1.00 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock.  In the event the Corporation
shall at any time after September 30, 1996 (the "Rights Declaration Date") (i)
declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a small number of shares, then in each case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); PROVIDED, HOWEVER, that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, subject to the prior and superior rights of the
holders of


                                       -2-
<PAGE>

any shares of any series of Preferred Stock ranking prior to and superior to
the shares of Series A Preferred Stock with respect to dividends, a dividend of
$.01 per share on the Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 60 days prior to the date fixed
for the payment thereof.

          Section 3.  VOTING RIGHTS.

          The holders of shares of Series A Preferred Stock shall have the
following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction the numerator of which is the number of shares of Common 
Stock outstanding immediately after such event and the denominator of which is 
the


                                       -3-
<PAGE>

number of shares of Common Stock that were outstanding immediately prior to 
such event.

          (B)  Except as otherwise provided herein or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of Common Stock
shall vote collectively as one class on all matters submitted to a vote of
stockholders of the Corporation.

          (C)  (i)  If at any time dividends on any Series A Preferred Stock
     shall be in arrears in an amount equal to six (6) quarterly dividends
     thereon, the occurrence of such contingency shall mark the beginning of a
     period (herein called a "default period") which shall extend until such
     time when all accrued and unpaid dividends for all previous quarterly
     dividend periods and for the current quarterly dividend period on all
     shares of Series A Preferred Stock then outstanding shall have been
     declared and paid or set apart for payment.  During each default period,
     all holders of Preferred Stock (including holders of the Series A Preferred
     Stock) with dividends in arrears in an amount equal to six (6) quarterly
     dividends thereon, voting as a class, irrespective of series, shall have
     the right to elect two (2) Directors.

          (ii)  During any default period, such voting right of the holders of
     Series A Preferred Stock may be exercised initially at a special meeting
     called pursuant to subparagraph (iii) of this Section 3(c) or at any annual
     meeting of stockholders, and thereafter at annual meetings of stockholders,
     provided that such voting right shall not be exercised unless the holders
     of ten percent (10%) in number of shares of Preferred Stock outstanding
     shall be present in person or by proxy.  The absence of a quorum of the
     holders of Common Stock shall not affect the exercise by the holders of
     Preferred Stock of such voting rights.  At any meeting at which the holders
     of Preferred Stock shall exercise such voting right initially during an
     existing default period, they shall have the right, voting as a class, to
     elect Directors to fill such vacancies, if any, in the Board of Directors
     as may then exist up to two (2) Directors or, if such right is exercised at
     an annual meeting, to elect two (2) Directors.  If the number which may be
     so elected at any special meeting does not amount to the required number,
     the holders of the Preferred Stock shall have the right to make such
     increase in the number of Directors as shall be necessary to permit the
     election by them of the required number.  After the holders of the
     Preferred Stock shall have exercised their right to elect


                                       -4-
<PAGE>

     Directors in any default period and during the continuance of such period,
     the number of Directors shall not be increased or decreased except by vote
     of the holders of Preferred Stock as herein provided or pursuant to the 
     rights of any equity securities ranking senior to or PARI PASSU with the 
     Series A Preferred Stock.

          (iii)  Unless the holders of Preferred Stock shall, during an existing
     default period, have previously exercised their right to elect Directors,
     the Board of Directors may order, or any stockholder or stockholders owning
     in the aggregate not less than ten percent (10%) of the total number of
     shares of Preferred Stock outstanding, irrespective of series, may request,
     the calling of special meeting of the holders of Preferred Stock, which
     meeting shall thereupon be called by the Chairman of the Board, the
     President, a Vice-President or the Secretary of the Corporation.  Notice of
     such meeting and of any annual meeting at which holders of Preferred Stock
     are entitled to vote pursuant to this paragraph (C)(iii) shall be given to
     each holder of record of Preferred Stock by mailing a copy of such notice
     to him or her at his or her last address as the same appears on the books
     of the Corporation.  Such meeting shall be called for a time not earlier
     than 10 days and not later than 50 days after such order or request, or in
     default of the calling of such meeting within 50 days after such order or
     request, such meeting may be called on similar notice by any stockholder or
     stockholders owning in the aggregate not less than ten percent (10%) of the
     total number of shares of Preferred Stock outstanding.  Notwithstanding the
     provisions of this paragraph (C)(iii), no such special meeting shall be
     called during the period within 50 days immediately preceding the date
     fixed for the next annual meeting of the stockholders.

          (iv)  In any default period, the holders of Common Stock, and, if
     applicable, other classes of capital stock of the Corporation, shall
     continue to be entitled to elect the whole number of Directors until the
     holders of Preferred Stock shall have exercised their right to elect two
     (2) Directors voting as a class, after the exercise of which right (x) the
     Directors so elected by the holders of Preferred Stock shall continue in
     office until their successors shall have been elected by such holders or
     until the expiration of the default period, and (y) any vacancy in the
     Board of Directors may (except as provided in paragraph (C)(ii) of this
     Section 3) be filled by vote of a majority of the remaining Directors
     theretofore elected by the holders of the class of capital stock which
     elected the


                                       -5-
<PAGE>

     Director whose office shall have become vacant.  References in this
     paragraph (C) to Directors elected by the holders of a particular class of
     stock shall include Directors appointed by such Directors to fill vacancies
     as provided in clause (y) of the foregoing sentence.

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

          (D)  Except as set forth herein, holders of Series A Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.

          Section 4.  CERTAIN RESTRICTIONS.

          (A)  Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

          (i)  declare or pay dividends on, make any other distributions
     on, or redeem or purchase or otherwise acquire for consideration any
     shares of capital stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Preferred
     Stock;

          (ii)  declare or pay dividends on or make any other distributions
     on any shares of stock ranking on a parity (either as to dividends or
     upon liquidation, dissolution or winding up) with the Series A
     Preferred Stock, except dividends paid ratably on the Series A
     Preferred Stock and all such parity stock on which


                                       -6-
<PAGE>

     dividends are payable or in arrears in proportion to the total amounts to
     which the holders of all such shares are then entitled;

          (iii)  redeem or purchase or otherwise acquire for consideration
     shares of any capital stock ranking on a parity (either as to
     dividends or upon liquidation, dissolution or winding up) with the
     Series A Preferred Stock, provided that the Corporation may at any
     time redeem, purchase or otherwise acquire shares of any such parity
     stock in exchange for shares of any capital stock of the Corporation
     ranking junior (either as to dividends or upon dissolution,
     liquidation or winding up) to the Series A Preferred Stock; or

          (iv)  purchase or otherwise acquire for consideration any shares
     of Series A Preferred Stock, or any shares of capital stock ranking on
     a parity with the Series A Preferred Stock, except in accordance with
     a purchase offer made in writing or by publication (as determined by
     the Board of Directors) to all holders of such shares upon such terms
     as the Board of Directors, after consideration of the respective
     annual dividend rates and other relative rights and preferences of the
     respective series and classes, shall determine in good faith will
     result in fair and equitable treatment among the respective series or
     classes.

          (B)  The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

          Section 5.  REACQUIRED SHARES.

          Any shares of Series A Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof.  All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.


                                       -7-
<PAGE>

          Section 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

          (A)  Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of capital stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment
(the "Series A Liquidation Preference").  Following the payment of the full
amount of the Series A Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A Preferred Stock unless, prior
thereto, the holders of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient obtained by dividing (i)
the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as
set forth in subparagraph C below to reflect such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock) (such number
in clause (ii), the "Adjustment Number").  Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A Preferred Stock and Common Stock,
respectively, and the payment of liquidation preferences of all other shares of
capital stock which rank prior to or on a parity with Series A Preferred Stock,
holders of Series A Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis, respectively.

          (B)  In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences.  In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.

          (C)  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding


                                       -8-
<PAGE>

Common Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          Section 7.  CONSOLIDATION, MERGER, ETC.

          In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series A Preferred Stock shall at
the same time be similarly exchanged or changed into an amount per share
(subject to the provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of capital stock, securities, cash and/or any other
property (payable in kind), as the case may be, for which or into which each
share of Common Stock is exchanged or changed.  In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.

          Section 8.  NO REDEMPTION.

          The shares of Series A Preferred Stock shall not be redeemable.

          Section 9.  RANKING.

          The Series A Preferred Stock shall rank junior to all other series of
the Corporation's Preferred Stock as to the payment of dividends and the
distribution of assets, whether or not upon the dissolution, liquidation or
winding up of the Corporation, unless the terms of any such series shall provide
otherwise.


                                       -9-
<PAGE>

          Section 10.  AMENDMENT.

          The Certificate of Incorporation of the Corporation shall not be
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Preferred Stock, voting separately as a class.

          Section 11.  FRACTIONAL SHARES.

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


                                      -10-
<PAGE>

          IN WITNESS WHEREOF, Allegiance Corporation has caused its corporate
seal to be hereunto affixed and this certificate to be signed by Lester B.
Knight, its Chairman of the Board and Chief Executive Officer, and the same to
be attested to by William L. Feather, its Secretary, this 30th day of September,
1996.



                              ALLEGIANCE CORPORATION



                              By:  /s/ Lester B. Knight
                                   ------------------------------
                                   Name:   Lester B. Knight
                                   Title:  Chairman of the Board
                                             and Chief Executive
                                             Officer


(Corporate Seal)

Attest:




/s/ William L. Feather
----------------------------
Name:   William L. Feather
Title:  Senior Vice President
          and General Counsel


                                      -11-
