RESTATED

                       CERTIFICATE OF INCORPORATION

                                   OF

                            S & P CANADA, INC.



    S & P CANADA, INC., a corporation duly organized and existing by virtue

of the General Corporation Law of the State of Delaware (the "Corporation"),

and incorporated on August 18, 1987,



    DOES HEREBY CERTIFY:



    (I) That the Board of Directors of the Corporation, by unanimous written

consent without a meeting pursuant to Section 141(f) of the General

Corporation Law of the State of Delaware, adopted a resolution amending and

restating the Corporation's Certificate of Incorporation in its entirety as

follows:



    FIRST: The name of the corporation is S & P U.S., INC.



    SECOND: The address of its registered office in the State of Delaware is

229 South State Street, in the City of Dover 19901, County of Kent. The name

of its registered agent at such address is The Prentice-Hall Corporation

System, Inc.



    THIRD: The nature of the business or purposes to be conducted or promoted

is to engage in any lawful act or activity for which corporations may be

organized under the General Corporation Law of the State of Delaware as the

same may be amended from time to time ("GCL").



    FOURTH: The total number of shares of all classes of stock which the

Corporation shall have authority to issue is 1,000 shares of Common Stock,

having no par value ("Common Stock").



    (1) As used in this Certificate of Incorporation, the following terms

shall have the following meanings:



        (a) "BOARD" shall mean the Board of Directors of the Corporation.



        (b) "CORPORATION" shall mean KCL Holdings, Inc.



        (c) "SUBSIDARY" shall mean any corporation at least 50% of whose

    outstanding voting stock shall at the time be





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    owned directly or indirectly by the Corporation or by one or more

    Subsidiaries.



    (2) (a) Except as provided for in Subsection (b), each share of Common

Stock shall entitle the holder thereof to one vote, in person or by proxy, at

any and all meetings of the stockholders of the Corporation, on all

propositions before such meetings.



        (b) At all stockholders' meetings at which directors of the

    Corporation are to be elected, each holder of Common Stock entitled to vote

    shall have as many votes as shall equal the number of shares of Common

    Stock owned by him, multiplied by the number of directors to be elected,

    and he may cast all of such votes for a single director or may distribute

    them among the number to be voted for, or any two or more of them as he

    may see fit.



        (c) The affirmative vote of the holders of not less than 85% of the

    outstanding Common Stock shall be required in order to authorize:



             (i) any amendment of this Article FOURTH or of Article SIXTH; or



            (ii) any amendment to the by-laws of the Corporation.



    FIFTH: The name and mailing address of the incorporator is T. M. Bonovich,

229 South State Street, Dover, Delaware 19901.



    SIXTH: The following provisions are inserted for the management of the

business and for the conduct of the affairs of the Corporation, and for

further definition, limitation and regulation of the powers of the

Corporation and of its directors and stockholders:



         (1) The number of directors of the Corporation shall be five.



         (2) The Board shall have power without the assent or vote of the

    stockholders to fix and vary the amount to be reserved for any proper

    purposes; to authorize and cause to be executed mortgages and liens upon

    all or any part of the property of the Corporation; to determine the use

    and disposition of any surplus or net profits; and to fix the times for

    the declaration and payment of dividends.



         (3) The Board in its discretion may submit any contract or act

    theretofore approved by the Baord for approval or ratification at any

    annual meeting of the stockholders or

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