Exhibit 3(i)ARTICLES OF AMENDMENT     In compliance with the requirements of 15 Pa.C.S. (section)1915 (relatingto articles of amendment), the undersigned business corporation, H. J. HEINZCOMPANY, desiring to amend its Articles, hereby certifies under its corporateseal that:     1. The name of the corporation is H. J. HEINZ COMPANY and its currentregistered office in the Commonwealth of Pennsylvania is located at 600 GrantStreet, Pittsburgh, Pennsylvania 15219.     2. The corporation was formed under the Act of the General Assembly of theCommonwealth of Pennsylvania, approved April 29, 1874, as supplemented andamended, as shown by its Certificate of Incorporation dated the 27th day ofJuly, 1900 and recorded in the office of the Secretary of the Commonwealth inCharter Book Volume No. 61, page 212, and in the office of the Recorder of Deedsin and for the County of Allegheny on the 23rd day of February, 1905 in CharterBook Volume 37, page 250.     3. The amendment shall be effective upon filing these Articles of Amendmentin the Department of State.     4. The amendment was adopted by the board of directors pursuant to15 Pa.C.S. (section)1914 (c).     5. The amendment adopted by the corporation, set forth in full, is asfollows:     RESOLVED that the Amended and Restated Articles of Incorporation of H. J.Heinz Company (hereinafter called the “corporation”) be amended and restated intheir entirety so that the same shall read in full as follows:     1. The name of the corporation is H. J. HEINZ COMPANY.     2. The location and post office address of the current registeredoffice of the corporation in the Commonwealth of Pennsylvania is 600 GrantStreet, Pittsburgh, Pennsylvania 15219.     3. The business of the corporation shall be to manufacture, produce,buy, sell and generally deal in food and grocery products and goods, wares,merchandise and personal property of every kind and description and,without limitation, to engage in, and do any and all lawful act concerningany or all lawful business for which corporations may be incorporated underthe Business Corporation Law of the Commonwealth of Pennsylvania.     4. The term of its existence is perpetual.     5. The aggregate number of shares which the corporation shall haveauthority to issue as of July 13, 1994 shall be 602,238,876 shares, ofwhich 2,238,876 shares shall be Third Cumulative Preferred Stock of the parvalue of $10 per share, issuable in one or more series, and 600,000,000shares shall be Common Stock of the par value of $.25 per share.     A description of each class of shares which the corporation shall haveauthority to issue and a statement of the preferences, qualifications,limitations, restrictions and the special or relative rights granted to orimposed upon the shares of each class are as follows:SECTION I. THIRD CUMULATIVE PREFERRED STOCK     This Section I sets forth a description of the Third Cumulative PreferredStock (hereinafter called the “Third Preferred Stock”) and a statement ofcertain of the voting rights, designations, preferences, privileges,qualifications, limitations, options and common rights, and of certain of thespecial or relative rights granted to or imposed upon the shares of the ThirdPreferred Stock, together with a statement of the authority vested in the Boardof Directors of the corporation to establish series and to fix and determine thevariations in the relative rights and preferences as between series, insofar asthey are not fixed by this Section I, and a statement of the rights andpreferences of a series of the Third Preferred Stock designated as the “ThirdCumulative Preferred Stock, $1.70 First Series” established by the Board ofDirectors of the corporation pursuant to the aforesaid authority, viz.:
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Subsection A. Issuance in Series.     Subparagraph (1). The Third Preferred Stock shall be divided into and fromtime to time may be issued in series, and the Board of Directors is herebyexpressly vested with the authority, in the resolution or resolutions providingfor the issue of shares of particular series, before issuance, to fix anddetermine:     (a) the distinctive serial designation of such series;     (b) the annual dividend rate for such series, and the date from whichsuch dividends shall commence to accrue;     (c) the full, limited, multiple, fractional or no voting rights ofsuch series;     (d) the redemption price or prices for such series, which may consistof a redemption price or scale of redemption prices applicable only toredemption for a sinking fund (which term as used herein shall include anyfund or requirement for the periodic retirement of shares) and a differentredemption price or scale of redemption prices applicable to any otherredemption, and the terms and conditions on which shares of such series maybe redeemed;     (e) the sinking fund provisions, if any, for the redemption orpurchase of shares of such series;     (f) the amounts payable upon shares of such series in the event of thevoluntary or involuntary liquidation of the corporation; and     (g) the terms and conditions, if any, upon which shares of such seriesmay be converted and the class or classes or series of shares of thecorporation into which such shares may be converted.     Subparagraph (2). All shares of the Third Preferred Stock shall be of equalrank with each other, regardless of series, and shall be identical with eachother in all respects except as provided in subparagraph (1) of this SubsectionA.     Subparagraph (3). In case the stated dividends and the amounts payable onliquidation are not paid in full, the shares of all series of the ThirdPreferred Stock shall share ratably in the payment of dividends, includingaccruals, if any, in proportion to the sums which would be payable on saidshares if all dividends were declared and paid in full, and in any distributionof assets other than by way of dividends in accordance with the sums which wouldbe payable on such distribution if all sums payable were discharged in full.Subsection B. Dividends on Third Preferred Stock and Junior Stock.     The holders of the Third Preferred Stock shall be entitled to receive, whenand as declared by the Board of Directors, but only out of funds legallyavailable for the payment of dividends, cumulative cash dividends at the annualrate for each particular series theretofore fixed by the Board of Directors ashereinbefore authorized, and no more, payable quarter-yearly, on the first daysof January, April, July and October in each year, to shareholders of record onthe respective dates, not exceeding forty days preceding such dividend paymentdates, fixed for the purpose by the Board of Directors in advance of payment ofeach particular dividend. Such dividends on the Third Preferred Stock shall bepayable before any dividend on any junior stock (which term as used in thisSection I shall mean the Common Stock and any other class of stock of thecorporation hereafter authorized ranking junior to the Third Preferred Stock asto dividends or assets) shall be paid or set apart for payment. Dividends oneach series of the Third Preferred Stock shall be cumulative from such date asmay be fixed by the Board of Directors prior to the issue thereof. Arrearages inthe payment of dividends shall not bear interest.     So long as any of the Third Preferred Stock remains outstanding, nodividend whatever shall be paid or declared on any junior stock nor shall anydistribution be made on any junior stock, other than a dividend payable injunior stock, nor shall any shares of any junior stock be acquired for aconsideration by the corporation:
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     (1) unless all dividends on the Third Preferred Stock of all seriesfor all past quarter-yearly dividend periods shall have been paid and thefull dividends thereon for the then current quarter-yearly dividend periodshall have been paid or shall have been declared and a sum sufficient forthe payment thereof set apart; and     (2) unless, if at any time the corporation is obligated to retire shares of any series of the Third Preferred Stock pursuant to a sinkingfund, all arrears in respect of each sinking fund for the Third PreferredStock of all series shall have been made good.     Subject to the foregoing provisions, and not otherwise, such dividends(payable in cash, stock or otherwise) as may be determined by the Board ofDirectors may be declared and paid on any junior stock from time to time out ofthe remaining funds of the corporation legally available for the payment ofdividends, and the Third Preferred Stock shall not be entitled to participate inany such dividends, whether payable in cash, stock or otherwise.Subsection C. Redemption.     Subject to the provisions of subparagraph (3) of Subsection E of thisSection I and subject to the provisions of the resolution or resolutions of theBoard of Directors providing for the issue of shares of any particular series,the corporation, at the option of the Board of Directors, may redeem the wholeor any part of the Third Preferred Stock at any time outstanding, or the wholeor any part of any series thereof, at any time or from time to time, upon noticeduly given as hereinafter specified, at the applicable redemption price orprices fixed by the Board of Directors as hereinbefore authorized, together witha sum, in the case of each share so to be redeemed, computed at the annualdividend rate for the series of which the particular share is a part from andafter the date on which dividends on such share became cumulative to andincluding the date fixed for such redemption, less the aggregate of thedividends theretofore paid thereon, but computed without interest.     Notice of every such redemption of the Third Preferred Stock shall bepublished at least once in a newspaper printed in the English language andcustomarily published on each business day and of general circulation in theBorough of Manhattan, The City of New York, New York, and in a similar newspapersimilarly published and of general circulation in the City of Pittsburgh,Pennsylvania, and in a similar newspaper similarly published and of generalcirculation in such other city or cities as may be specified in the resolutionor resolutions of the Board of Directors providing for the issue of shares ofany particular series, such publications to be at least thirty days prior to thedate fixed for such redemption. Notice of every such redemption shall also bemailed at least thirty days prior to the date fixed for such redemption to theholders of record of the shares so to be redeemed at their respective addressesas the same shall appear on the books of the corporation; but no failure to mailsuch notice nor any defect therein or in the mailing thereof shall affect thevalidity of the proceeding for the redemption of any shares so to be redeemed.     In case of redemption of a part only of any series of the Third PreferredStock at the time outstanding, the redemption may be either pro rata or by lot.The Board of Directors shall have full power and authority to prescribe themanner in which the drawings by lot or the pro rata redemption shall beconducted and, subject to the provisions herein contained, the terms andconditions upon which the Third Preferred Stock shall be redeemed from time totime.     On or at any time before any redemption date, the corporation may depositin trust, for the account of the holders of the shares to be redeemed, themoneys necessary for such redemption with a bank or trust company, to bedesignated in the notice of such redemption, in good standing, having capital,surplus and undivided profits aggregating at least $5,000,000, organized underthe laws of the United States of America or of the State of New York, doingbusiness in the Borough of Manhattan, The City of New York, New York, ororganized under the laws of the United States of America or of the Commonwealthof Pennsylvania and doing business in the City of Pittsburgh, Pennsylvania. Inthe event such deposit is so made, then, upon the publication, as hereinaboveprovided, of the notice of such redemption, or upon the earlier delivery to saidbank or trust company of irrevocable authorization and direction to publish suchnotice, all shares with respect to the redemption of which such deposit shallhave been made and such publication
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effected or authorization therefor given shall, whether or not the certificatesfor such shares shall have been surrendered for cancellation, be deemed to be nolonger outstanding for any purpose, and all rights with respect to such sharesshall thereupon cease and terminate except the right of the holders of thecertificates for such shares to receive, from and after the time of suchdeposit, the amount payable upon the redemption thereof, without interest, andthe right to exercise, on or before the date fixed for redemption, any unexpiredprivileges of conversion.     Any funds so deposited by the corporation which shall not be required forsuch redemption because of the exercise of any right of conversion or exchangesubsequent to the time of such deposit shall be released or repaid to thecorporation forthwith. Any funds so deposited which are unclaimed at the end ofsix years from such redemption date shall be repaid to the corporation, afterwhich the holders of the shares so called for redemption shall look only to thecorporation for payment thereof, provided, however, that if any unclaimed fundsso repaid to the corporation shall have been paid by it to the Commonwealth ofPennsylvania under or in lieu of escheat, the holders of the shares so calledfor redemption shall thenceforth look only to the said Commonwealth for thepayment thereof.Subsection D. Amounts Payable on Liquidation or Dissolution.     In the event of any liquidation, dissolution or winding up of thecorporation, whether voluntary or involuntary, the holders of the ThirdPreferred Stock of each series then outstanding shall be entitled to receive incash out of the assets of the corporation, before any distribution or paymentshall be made to the holders of any junior stock, the full preferential amountor amounts fixed by the Board of Directors for such series as herein authorized,plus in respect of each such share a sum computed at the annual dividend rateapplicable thereto from and after the date on which dividends on such sharebecame cumulative to and including the date fixed for such payment, less theaggregate of dividends theretofore paid thereon, but computed without interest;provided that if such assets available for the holders of the Third PreferredStock of each series then outstanding shall be less than the total amount allsuch holders would be so entitled to receive if all such preferential amount oramounts and dividends were paid in full then the corporation shall, in lieu ofmaking such payments in full to the holders of the Third Preferred Stock of eachseries then outstanding, make payments to the holders of the Third PreferredStock of each series then outstanding (in proportion to the respective amountswhich would be payable on account of such liquidation, dissolution or winding upif all such payments were paid in full) of an aggregate amount equal to suchassets so available. If such payment shall have been made in full to the holdersof the Third Preferred Stock on voluntary or involuntary liquidation,dissolution or winding up, the remaining assets of the corporation shall bedistributed among the holders of junior stock according to their respectiverights and preferences and in accordance with their respective holdings. For thepurposes of this Subsection D, a consolidation or merger of the corporation withany other corporation shall not be deemed, as such, to constitute a liquidation,dissolution or winding up of the corporation, but any reorganization of thecorporation required by any court or administrative body in order to comply withany provision of law shall be deemed to be an involuntary liquidation,dissolution or winding up of the corporation unless the preferences,qualifications, limitations, restrictions and special or relative rights grantedto or imposed upon the Third Preferred Stock are not adversely affected by suchreorganization.Subsection E. Restrictions on Corporate Action.     The consent of the holders of at least two-thirds of the Third PreferredStock (subject to the provisions of subparagraph (2) hereof) at the timeoutstanding, given in person or by proxy, either in writing or at a specialmeeting called for the purpose, at which the Third Preferred Stock entitled tovote shall vote separately as a class, regardless of series, shall be necessaryto effect or validate any one or more of the following:     Subparagraph (1). The authorization of, or any increase in theauthorized amount of, any class of stock of the corporation ranking priorto or on a parity with the Third Preferred Stock, either as to dividends orupon liquidation, or any increase in the authorized amount of the ThirdPreferred Stock;
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     Subparagraph (2). The amendment, alteration or repeal of any of theprovisions of the Restated Articles of Incorporation, as now or hereafteramended, of the corporation, or any of the provisions of the resolution orresolutions of the Board of Directors providing for the issue of shares ofany series of the Third Preferred Stock, so as to affect adversely therights, preferences or powers of the Third Preferred Stock or of any seriesof the Third Preferred Stock; provided, however, that if any suchamendment, alteration or repeal shall affect adversely the rights,preferences or powers of one or more, but not all, of the series of ThirdPreferred Stock at the time outstanding, the consent of the holders of atleast two-thirds in interest of the shares then outstanding of each seriesso affected entitled to vote, similarly given, shall be required in lieu ofthe consent of the holders of two-thirds of the Third Preferred Stockentitled to vote voting as a class; or     Subparagraph (3). The redemption of less than all of the ThirdPreferred Stock at the time outstanding or the purchase of any of the ThirdPreferred Stock except in accordance with a purchase offer made to allholders thereof, unless the full dividend on the Third Preferred Stock forall past quarter-yearly dividend periods shall have been paid or declaredand a sum sufficient for the payment thereof set apart;provided that no consent of the holders of the Third Preferred Stock entitled tovote or of the holders of a particular series of the Third Preferred Stockentitled to vote shall be required under the provisions of this Subsection E if,at or prior to the time of the act with respect to which such vote wouldotherwise be required, provision is made in accordance with the provisions ofthe fourth paragraph of Subsection C of this Section I for the redemption of allshares of Third Preferred Stock or of all shares of the particular series of theThird Preferred Stock at the time outstanding.     If in any case the amounts payable with respect to any requirements toretire shares of the Third Preferred Stock are not paid in full in the case ofall series with respect to which such requirements exist, the number of sharesto be retired in each series shall be in proportion to the respective amountswhich would be payable on account of such requirements if all amounts payablewere met in full.Subsection F. Voting Rights.     Holders of the Third Preferred Stock entitled to vote shall be entitled tovote together with the Common Stock and not as a separate class on all mattersat every meeting of the holders of Common Stock of the corporation, and, inaddition, holders of the Third Preferred Stock entitled to vote shall beentitled to vote, separately as a class, to the extent provided in Subsection Eabove, and as hereinafter in this Subsection F set forth. If and when sixquarter-yearly dividends payable on the Third Preferred Stock of any seriesshall be in default, in whole or in part, the holders of the outstanding ThirdPreferred Stock entitled to vote, voting separately as a class regardless ofseries, shall, in addition to the voting rights provided in Subsection E of thisSection I and hereinabove provided in this Subsection F, become entitled toelect two Directors, who shall be additional Directors to the then existingBoard, and the holders of the Third Preferred Stock entitled to vote and theCommon Stock, voting together, shall be entitled to elect the remainingDirectors of the corporation. When all dividends then in default on the ThirdPreferred Stock then outstanding shall thereafter be paid, the Third PreferredStock shall then be divested of such additional voting power, but always subjectto the same provisions for the vesting of such additional voting power in theThird Preferred Stock entitled to vote in case of any similar future default ordefaults. A meeting of the holders of the Third Preferred Stock for the electionof such Directors, at which the holders of the Third Preferred Stock entitled tovote shall vote as a class, shall be held at any time after the accrual of suchadditional voting power, upon notice similar to that provided in the By-Laws fora special meeting of shareholders, upon call by the Secretary of thecorporation, who shall call such meeting at the written request of the holdersof record of not less than 5% of the Third Preferred Stock entitled to vote thenoutstanding, addressed to him at the principal business office of thecorporation. The holders of a majority of the Third Preferred Stock entitled tovote present in person or by proxy shall be entitled to elect the additionalDirectors above provided for. Upon termination of the additional voting power ofthe Third Preferred Stock at any time by reason of the payment of allaccumulated and defaulted dividends on such
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stock, the terms of office of all persons who may have been elected Directors ofthe corporation by vote of the holders of the Third Preferred Stock shallforthwith terminate.     At all times each holder of a share of the Third Preferred Stock of anyseries who at the time possessed voting power for any purpose shall, for suchpurpose, be entitled to such vote, or no vote, for each share of the ThirdPreferred Stock standing in such holder’s name on the books of the corporationas shall have been theretofore fixed by the Board of Directors as hereinbeforeauthorized.Subsection G. Status of Redeemed and Purchased Shares.     Except as otherwise required by law, all shares of the Third PreferredStock redeemed, purchased or otherwise acquired by the corporation shall becancelled and shall have the status of authorized but unissued shares, and theBoard of Directors of the corporation shall have authority, by resolution, tochange shares of any particular series redeemed or purchased into shares ofanother series of the Third Preferred Stock, subject to such limitations, ifany, as are stated in the Restated Articles of Incorporation, as now orhereafter amended, of the corporation. However, no shares of the Third PreferredStock of any series redeemed or purchased (whether or not so changed into sharesof another series) shall be re-issued as a part of such series or any otherseries of the Third Preferred Stock so long as any shares of the Third PreferredStock of such series shall remain outstanding. Any such cancellation of sharesof any series of the Third Preferred Stock redeemed pursuant to Subsection C ofthis Section I shall not prevent the corporation from subsequently using suchshares in satisfaction of sinking fund requirements with respect to the sameseries if and to the extent permitted by the terms of such series.Subsection H. Status of Converted Shares.     Upon conversion of any shares of any series of the Third Preferred Stockinto another class or classes or series of shares of the corporation pursuant tothe provisions of the resolution or resolutions of the Board of Directorsproviding for the issue of such series, the number of shares which thecorporation is authorized to issue shall be thereby so reduced.Subsection I. Relative Rights and Preferences of the First Series of ThirdCumulative Preferred Stock.     Pursuant to a resolution duly adopted by the Board of Directors of thecorporation on December 10, 1975 the first series of the Third CumulativePreferred Stock was established, such series having originally consisted of1,800,000 shares but having been thereafter reduced to 38,876 shares throughconversion and cancellation, the designation and the relative rights andpreferences thereof, in addition to those set forth in Subsections A through Hof this Section I, being as follows:     (1) The designation is “Third Cumulative Preferred Stock, $1.70 FirstSeries” (hereinafter called the “First Series”)     (2) The amount of $1.70 per share of the First Series per year, and nomore, is hereby fixed as the rate per annum at which the holders of sharesof the First Series shall be entitled to receive dividends; and the date ofissue of the First Series is hereby fixed as the date from and after whichsuch dividends shall accumulate.     (3) Each holder of a share of the First Series shall have votingrights and shall be entitled to one-half vote for each share of the FirstSeries standing in such holder’s name on the books of the corporation.     (4) The shares of the First Series are redeemable in whole or in partat any time. The redemption price payable upon the exercise of the right toredeem the shares of the First Series is fixed at $28.50 plus dividendsaccrued and unpaid thereon to the date fixed for redemption. In addition tothe publication of notice of redemption in the newspapers specified inSubsection C of this Section I, such notice shall also be published in theCity of Keokuk, Iowa.     (5) Upon any voluntary or involuntary liquidation, dissolution orwinding up of the corporation the holders of shares of the First Seriesshall be entitled to receive at the time thereof in cash out of the assetsof the corporation, before any distribution or payment shall be made to theholders of any junior
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stock, an amount equal to the redemption price of $28.50 plus dividendsaccrued and unpaid thereon to such time.     (6) At the option of the holder thereof and upon surrender to thecorporation at the office of a Transfer Agent of the Common Stock, eitherin the Borough of Manhattan, The City of New York, New York or in the Cityof Pittsburgh, Pennsylvania, each share of the First Series shall beconvertible (or if such share is called for redemption, then in respect ofsuch share to and including but not after the date fixed for suchredemption), into fully paid non-assessable shares of Common Stock of thecorporation (as such Common Stock shall then be constituted) at theconversion rate of 9.0 shares of Common Stock per share of stock of theFirst Series, the conversion rate having been previously adjusted from theinitial conversion rate through the date of these Amended and RestatedArticles of Incorporation pursuant to subparagraph (d) of this Paragraph 6being subject to further adjustment as hereinafter provided:     (a) If and whenever the corporation shall at any time after thedate of issue of the First Series make any distribution described inparagraph (b) below or issue any shares of Common Stock (excluding shares of Common Stock or other securities issued upon theconversion of shares of the First Series, and excluding shares ofCommon Stock or other securities issued on the exercise of optionsand warrants outstanding on the date of issue of the First Series,and excluding shares of Common Stock or other securities issued onthe exercise of options granted at any time after the date of issueof the First Series pursuant to any option plan for employees of thecorporation or its subsidiaries, all of which are hereinafter in thisParagraph (6) referred to as “Excluded Shares”), then successivelyupon each such distribution or issuance the conversion rate shall beimmediately (except as provided in subparagraph (g) below) adjustedin accordance with the following formula:     $28.50 shall be multiplied by the number of shares of CommonStock outstanding after any such issuance (other than ExcludedShares) and the resulting product shall be divided by the aggregateconsideration, determined in accordance with subparagraph (b) of thisParagraph (6), received by the corporation for shares of Common Stockthen outstanding (other than Excluded Shares). The resultingquotient, adjusted to the nearest one-thousandth, shall thereafter bethe conversion rate until further adjusted as herein provided, exceptthat if by any such computation the current conversion rate would bedecreased to less than the basic conversion rate as defined insubparagraph (d) of this Paragraph (6), then the conversion rateshall nevertheless be the basic conversion rate.     (b) For the purpose of this Paragraph (6), the corporation shall bedeemed to have received as consideration for the shares of its CommonStock outstanding at the time of making any computation hereunder$862,332,309, minus the aggregate of the amount (as valued by theBoard of Directors) of all distributions (other than dividendspayable in cash and/or in equity or other securities of thecorporation) which have been made payable to holders of Common Stockas of a record date occurring after the date of issue of the FirstSeries, plus any additional consideration received by thecorporation after the date of issue of the First Series (other thanthe consideration received by the corporation in connection with theissue of shares of the First Series), which additional considerationshall be determined as follows:     (i) In the case of the issuance of shares for cash, theconsideration shall be the amount of such cash, provided that in nocase under this subparagraph (b) shall any deduction be made forany underwriting discounts or commissions or any expenses incurredby the corporation for any underwriting of the issue or otherwisein connection therewith;     (ii) In the case of the issuance of shares for a considerationin whole or in part other than cash, the consideration other thancash shall be deemed to be the fair value thereof as determined bythe Board of Directors;     (iii) In the case of shares issued as a stock dividend, noconsideration shall be deemed to have been received therefor andsuch securities shall be deemed to have been issued at the
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close of business on the record date for the determination ofshareholders entitled to receive the same; and     (iv) In case the corporation shall at any time after the date ofissue of the First Series issue any new securities, other than theshares of the First Series, convertible into Common Stock, or anyoptions (other than options granted pursuant to any option plan foremployees of the corporation or its subsidiaries) or rights(including warrants) to subscribe to Common Stock, the shares ofCommon Stock issuable on the conversion of any such securities orupon the exercise of any such options or rights shall (A) ifinclusion thereof would result in a current conversion rate greaterthan if excluded be deemed (so long as such conversion or purchaseprivilege is outstanding), for the purpose of the computation madepursuant to subparagraph (a) of this Paragraph (6), to have beenforthwith issued and (B) in every other case shall be deemed to beissued at the close of business on the date of conversion of suchconvertible securities or exercise of such options or rights. Thecorporation for the purpose of any computation under thissubdivision (iv) shall be deemed to have received a considerationfor such Common Stock equal to the consideration received by thecorporation for the convertible securities, options or rights soissued, plus the consideration, if any, to be received by thecorporation upon their conversion or the exercise of any suchoptions or rights, as the case may be.     (c) For the purpose of this Paragraph (6), a sale or otherdisposition by the corporation of its securities which had been issuedand outstanding and were acquired by the corporation and which have notbeen retired, or an issuance of Common Stock to the corporation uponconversion of shares of the First Series held by it, or a sale or otherdisposition by it of such Common Stock, or a purchase or otheracquisition by it of its securities, shall not effect, result in orrequire any adjustment in the conversion rate or be taken into accountin computing any future adjustment in the conversion rate.     (d) In case shares of Common Stock at any time outstanding shall besubdivided into a greater or consolidated into a lesser number of shares, either with or without par value, then the current conversionrate and the basic conversion rate shall be proportionately increased ordecreased, as the case may be, and in the case of a stock dividend, thebasic conversion rate shall be proportionately increased. The basicconversion rate as used in this Paragraph (6) shall mean the conversionrate hereinbefore stated, as such conversion rate may be adjusted fromtime to time pursuant to this subparagraph (d); provided that if anysuch adjustment of the basic conversion rate has once been made, theneach subsequent adjustment thereof shall be made with respect to thelast previously established basic conversion rate.     (e) In case of any reclassification or change of outstanding sharesof Common Stock of the class issuable upon conversion of the shares ofthe First Series (other than a change from no par value to par value, orfrom par value to no par value, or a change in par value, or as a resultof a subdivision or consolidation of shares), or in case of anyconsolidation or merger of the corporation with or into anothercorporation (other than a merger with a subsidiary in which merger thecorporation is the continuing corporation and which does not result inany reclassification or change of outstanding shares of Common Stock ofthe class issuable upon conversion of the shares of the First Series),or in case of any sale or conveyance to another corporation of theproperty of the corporation as an entirety or substantially as anentirety, the holder of each share of the First Series then outstandingshall have the right thereafter (or if such share is called forredemption, then in respect of such share to and including but not afterthe date fixed for such redemption), to convert such share into the kindand amount of shares of stock and other securities and propertyreceivable upon such reclassification, change, consolidation, merger,sale or conveyance by a holder of the number of shares of Common Stockof the corporation into which such share might have been convertedimmediately prior to such reclassification, change, consolidation,merger, sale or conveyance.
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     (f) In case at any time conditions shall arise by reason of actiontaken by the corporation which, in the opinion of the Board of Directorsof the corporation, are not adequately covered by the other provisionsof this Paragraph (6) and which might materially and adversely affectthe conversion rights pertaining to the shares of the First Series, orin case at any time any such conditions are expected to arise by reasonof any action contemplated by the corporation, the Board of Directors ofthe corporation shall appoint a firm of independent public accountantsof recognized standing (which may be the firm that regularly examinesthe financial statements of the corporation) who shall give theiropinion as to the adjustment, if any (not inconsistent with thestandards established in this Paragraph (6)), of the conversion rate(including, if necessary, any adjustment as to the securities into whichthe shares of the First Series may thereafter be converted) which is, orwould be, required to preserve without dilution the conversion rightspertaining to the shares of the First Series. The Board of Directorsshall make the adjustment recommended forthwith upon the receipt of suchopinion or the taking of any such action contemplated, as the case maybe; provided, however, that no adjustment of the conversion rate shallbe made which in the opinion of the accountant or firm of accountantsgiving the aforesaid opinion would result in a decrease of theconversion rate to less than the then basic conversion rate, except asotherwise provided in subparagraph (d) of this Paragraph (6).     (g) Anything in this Paragraph (6) to the contrary notwithstanding,the corporation shall not be required to make any adjustment of theconversion rate in any case in which the amount by which such conversionrate would be increased or decreased in accordance with the foregoingprovisions of this Paragraph (6) would be less than one one-hundredth ofa share of Common Stock but in such case any adjustment that wouldotherwise be required then to be made shall be carried forward and madeat the time and together with the next subsequent adjustment which,together with any and all such adjustments so carried forward, shallamount to one one-hundredth of a share of Common Stock.     (h) The corporation shall give written notice of each adjustment inthe conversion rate to each holder of record of the First Series at theaddress of each such holder as shown on the books of the corporation atthe time of payment of the regular cash dividend on the First Seriesoccurring next after such adjustment.     Whenever the corporation shall make any adjustment in theconversion rate as herein provided, the corporation shall forthwith filewith the Transfer Agents of the Common Stock in the Borough ofManhattan, The City of New York, New York and in the City of Pittsburgh,Pennsylvania, a statement, signed by the President or a Vice Presidentof the corporation and by its Treasurer or an Assistant Treasurer,showing in detail the facts requiring such adjustment and the conversionrate that will be effective after such adjustment.     In case at any time:     (1) the corporation shall pay any dividend payable in shares ofits Common Stock upon its Common Stock or make any distribution(other than a quarterly cash dividend in an amount per share not inexcess of the amount per share of the last preceding quarterly cashdividend) to the holders of its Common Stock;     (2) the corporation shall offer for subscription pro rata to theholders of its Common Stock any additional shares of stock of anyclass or other rights;     (3) there shall be any capital reorganization orreclassification of the capital stock of the corporation orconsolidation or merger of the corporation with, or sale of all orsubstantially all of its assets to, another corporation; or     (4) there shall be a voluntary or involuntary dissolution,liquidation or winding up of the corporation;
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then, in any one or more of said cases, the corporation shall givewritten notice, by first class mail, postage prepaid, addressedto each holder of record of the First Series at the address ofeach such holder as shown on the books of the corporation, of thedate on which (a) the books of the corporation shall close or arecord shall be taken for such dividend, distribution orsubscription rights or (b) such reorganization, reclassification,consolidation, merger, sale, dissolution, liquidation or windingup shall take place, as the case may be. Such notice shall alsospecify the date as of which the holders of Common Stock of recordshall participate in such dividend, distribution or subscriptionrights, or shall be entitled to exchange their Common Stock forsecurities or other property deliverable upon suchreorganization, reclassification, consolidation, merger, sale,dissolution, liquidation, or winding up, as the case may be. Suchwritten notice shall be given at least 21 days prior to the actionin question and not less than 21 days prior to the record date orthe date on which the corporation’s transfer books are closedwith respect thereto.     No fraction of share of Common Stock shall be issued uponconversion of shares of the First Series but, in lieu thereof thecorporation shall pay to the holder of such shares so converted whowould otherwise be entitled to a fractional share, a cash adjustment inrespect of such fraction in an amount equal to the same fraction of themarket value of a full share of Common Stock on the date immediatelypreceding the date upon which any such shares are surrendered forconversion. The market value of a share of Common Stock shall becomputed on the basis of the average of the bid and asked quotations inthe over-the-counter market on the last business day before theconversion date or, if the Common Stock shall at the time be dealt in ona securities exchange, shall be the last recorded sale price of a shareof Common Stock on such exchange on the last business day preceding theconversion date or, if there be no such last recorded sale price, thelast quoted bid price on such exchange at the close of trading on suchday.     The corporation shall at all times reserve and keep available outof its authorized but unissued Common Stock the full number of shares ofCommon Stock deliverable upon the conversion of all shares of the FirstSeries from time to time outstanding.     The corporation will pay any and all taxes that may be payable inrespect of the issue or delivery of shares of Common Stock on conversionof shares of the First Series pursuant hereto. The corporation shallnot, however, be required to pay any tax which may be payable in respectof any transfer involved in the issue and delivery of shares of CommonStock in a name other than that in which the shares of the First Seriesso converted were registered, and no such issue or delivery shall bemade unless and until the person requesting such issue has paid to thecorporation the amount of any such tax or has established, to thesatisfaction of the corporation, that such tax has been paid.SECTION II. COMMON STOCK     This Section II sets forth the powers, preferences and rights and thequalifications, limitations or restrictions in respect to the Common Stock ofthe corporation.Subsection A. Equal Rights.     Each share of Common Stock issued or to be issued under the provisions ofthis Article Fifth shall be equal in all respects one with the other, and nodividend shall be paid on any shares of Common Stock unless the same dividend ispaid on all shares of Common Stock outstanding at the time of such payment, andthere shall be no distinction or difference between any share of Common Stock,or any rights appertaining thereto, and any other share of Common Stock.Subsection B. Other Rights.     Except for and subject to those rights expressly granted in Section I ofthis Article Fifth to the holders of the Third Cumulative Preferred Stock, orexcept as may be provided by the laws of the Commonwealth of Pennsylvania, theholders of the Common Stock shall have exclusively all other rights ofstockholders
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including but not by way of limitation: (a) exclusive voting power for allpurposes and exclusive rights to all notices of meetings or of any action to betaken by the corporation or by its stockholders, (b) the right to receivedividends, when and as declared by the Board of Directors out of assets lawfullyavailable therefor, and (c) in the event of any distribution of assets uponliquidation, dissolution or winding up of the corporation or otherwise, theright to receive ratably and equally all of the assets and funds of thecorporation remaining after the payment to the holders of other classes of stockof the corporation of the specific amounts which they are entitled to receiveupon such liquidation, dissolution or winding up of the corporation ashereinbefore provided in Section I of this Article Fifth.Subsection C. Issuance of Common Stock.     The Common Stock shall be issued from time to time and at such time and insuch manner and for such consideration, whether in cash or property orotherwise, as the Board of Directors shall in their absolute discretion by aduly adopted resolution provide.SECTION III. PREEMPTIVE RIGHTS     No holder of stock of the corporation of any class, whether now orhereafter outstanding, shall be entitled or have any right, as such holder, tosubscribe for or to purchase any part of (i) any shares of any class whatsoeverwhich the corporation may hereafter issue or sell or (ii) any obligations orsecurities which the corporation may hereafter issue or sell convertible into orexchangeable for any shares of the corporation of any class or (iii) anywarrants which the corporation may hereafter issue or sell that shall conferupon the holder or owner thereof the right to subscribe for or purchase from thecorporation any of its shares of any class. The provisions of this Section IIIshall be effective to eliminate and deny any preemptive right which may exist ormay have existed in respect of any outstanding shares.SECTION IV. CUMULATIVE VOTING RIGHTS     No shareholder shall in any election of directors have any right tocumulate his votes and cast them for one candidate or distribute them among twoor more candidates.     6. Section I. Limitation of Director Liability. To the fullest extent thatlaws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987 or asthereafter amended, permit elimination of limitation of the liability ofdirectors, no Director of the corporation shall be personally liable formonetary damages as such for any action taken, or any failure to take anyaction, as a Director. This Section I shall not apply to any action filed priorto January 27, 1987, nor to any breach of performance of duty or any failure ofperformance of duty by any Director occurring prior to January 27, 1987. Theprovisions of this Section I shall be deemed to be a contract with each Directorof the corporation who serves as such at any time while such provisions are ineffect, and each such Director shall be deemed to be serving as such in relianceon the provisions of this Section I. This Section I shall not be amended,altered or repealed without the affirmative vote of the holders of at least 80%of the voting power (without consideration of the rights of any class of stockto elect directors by a separate class vote) of the then outstanding shares ofcapital stock of the corporation entitled to vote in an annual election ofDirectors, voting together and not as separate classes, unless such amendment,alteration or repeal is first recommended and approved by a majority of theentire Board of Directors in which case only a majority shareholder vote shallbe required. Such affirmative vote shall be required notwithstanding the factthat no vote is required, or that a lesser percentage may be specified, by lawor in any agreement with any national securities exchange or otherwise. Anyamendment to, alteration or repeal of this Section I which has the effect ofincreasing Director liability shall operate prospectively only and shall nothave any effect with respect to any action taken, or any failure to act, by aDirector prior thereto.     Section II. Indemnification of Directors, Officers and Others. Except asprohibited by law, the corporation may indemnify any person who is or was adirector, officer, employee or agent of the corporation or is or was serving atthe request of the corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise(including, without limitation, any
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employee benefit plan) and may take such steps as may be deemed appropriate bythe Board of Directors, including purchasing and maintaining insurance, enteringinto contracts (including, without limitation, contracts or indemnificationbetween the corporation and its directors, officers or employees), creating atrust fund, granting security interests or using other means (including, withoutlimitation, a letter of credit) to ensure the payment of such amount as may benecessary to effect such indemnification. This Section II shall apply to anyaction taken, or any failure to take any action, on or after January 27, 1987.This Section II shall not be amended, altered or repealed without theaffirmative vote of the holders of at least 80% of the voting power (withoutconsideration of the rights of any class of stock to elect directors by aseparate class) of the then outstanding shares of capital stock of thecorporation entitled to vote in an annual election of Directors, voting togetherand not as separate classes, unless such amendment, alteration or repeal isfirst recommended and approved by a majority of the entire Board of Directors inwhich case only a majority shareholder vote shall be required. Such affirmativevote shall be required notwithstanding the fact that no vote is required, orthat a lesser percentage may be specified, by law or in any agreement with anynational securities exchange or otherwise. Any amendment to, alteration orrepeal of this Section II which has the effect of limiting the authority of thecorporation to indemnify persons under this Section II shall operateprospectively only and shall not limit in any way any indemnification providedpursuant to this Section II with respect to any action taken, or failure to act,occurring prior thereto.     7.1 A higher than majority shareholder vote for certain BusinessCombinations shall be required as follows (all capitalized terms being used assubsequently defined herein):     (a) In addition to any affirmative vote required by law or theArticles of Incorporation, and except as otherwise expressly provided inSection 7.2 of this Article Seventh:     (1) any merger or consolidation of the corporation or anySubsidiary with (A) any Interested Shareholder or with (B) any othercorporation (whether or not itself an Interested Shareholder) which is,or after such merger or consolidation would be, an Affiliate orAssociate of an Interested Shareholder;     (2) any sale, lease, exchange, loan, mortgage, pledge, transfer orother disposition (in one transaction or a series of transactions) toor with any Interested Shareholder or any Affiliate or Associate of anyInterested Shareholder of any assets of the corporation or anySubsidiary having an aggregate Fair Market Value of $15,000,000 ormore;     (3) the issuance or sale by the corporation or any Subsidiary (inone transaction or a series of transactions) of any securities of thecorporation or any Subsidiary to any Interested Shareholder or anyAffiliate or Associate of any Interested Shareholder in exchange forcash, securities or other consideration (or a combination thereof)having an aggregate Fair Market Value of $15,000,000 or more;     (4) the adoption of any plan or proposal for the liquidation ordissolution of the corporation proposed by or on behalf of anyInterested Shareholder or any Affiliate or Associate of any InterestedShareholder; or     (5) any reclassification of securities (including any reverse stocksplit), or recapitalization of the corporation, or any merger orconsolidation of the corporation with any of its Subsidiaries or anyother transaction (whether or not with or into or otherwise involvingany Interested Shareholder or any Affiliate or Associate of anyInterested Shareholder) which has the effect, directly or indirectly,of increasing the proportionate share of the outstanding shares of anyclass of equity securities or securities convertible into equitysecurities of the corporation or any Subsidiary which is directly orindirectly owned by any Interested Shareholder or any Affiliate orAssociate of any Interested Shareholder;shall require the affirmative vote of the holders of at least 80% of thevoting power (without consideration of the rights of any class of stock toelect directors by a separate class vote) of the then outstanding shares ofcapital stock of the corporation entitled to vote in an annual election ofdirectors (the “Voting
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Stock”), voting together and not as separate classes. Such affirmative voteshall be required notwithstanding the fact that no vote is required, orthat a lesser percentage may be specified, by law or in any agreement withany national securities exchange or otherwise.     (b) the term “Business Combination” as used in this Article Seventhshall mean any transaction which is referred to in any one or more ofclauses (1) through (5) of paragraph (a) of Section 7.1 of this ArticleSeventh.     7.2 The provisions of Section 7.1 of this Article Seventh shall not beapplicable to any Business Combination, and such Business Combination shallrequire only such affirmative vote (if any) as is required by law or any otherprovision of the Articles of Incorporation if the conditions specified in eitherof the following paragraphs (a) or (b) are met:     (a) The Business Combination shall have been approved by a majority ofthe Continuing Directors; or     (b) All of the following six conditions shall have been met:     (1) The transaction constituting the Business Combination shallprovide for a consideration to be received by holders of Common Stockin exchange for their stock, and the aggregate amount of the cash andthe Fair Market Value as of the date of the consummation of theBusiness Combination of consideration other than cash to be receivedper share by holders of Common Stock in such Business Combinationshall be at least equal to the highest of the following:     (A) (if applicable) the highest per share price (including anybrokerage commissions, transfer taxes and soliciting dealers’ fees)paid in order to acquire any shares of Common Stock beneficiallyowned by the Interested Shareholder which were acquired (i) withinthe two-year period immediately prior to the first publicannouncement of the proposed Business Combination (the“Announcement Date”) or (ii) in the transaction in which it becamean Interested Shareholder, whichever is higher;     (B) the Fair Market Value per share of Common Stock on theAnnouncement Date or on the date on which the InterestedShareholder became an Interested Shareholder (the “DeterminationDate”), whichever is higher; and     (C) (if applicable) the price per share equal to the Fair MarketValue per share of Common Stock determined pursuant to clause (B)immediately preceding, multiplied by the ratio of (i) the highestper share price (including any brokerage commissions, transfertaxes and soliciting dealers’ fees) paid in order to acquire anyshares of Common Stock beneficially owned by the InterestedShareholder which were acquired within the two-year periodimmediately prior to the Announcement Date to (ii) the Fair MarketValue per share of Common Stock on the first day in such two-yearperiod on which the Interested Shareholder beneficially owned anyshares of Common Stock.     All per share prices shall be adjusted to reflect any interveningstock splits, stock dividends and reverse stock splits.     (2) If the transaction constituting the Business Combination shallalso provide for a consideration to be received by holders of any classof outstanding Voting Stock (other than Common Stock and other thanInstitutional Voting Stock) in exchange for their stock, the aggregateamount of the cash and the Fair Market Value as of the date of theconsummation of the Business Combination of consideration other thancash to be received per share by holders of Shares of such Voting Stockshall be at least equal to the highest of the following (it beingintended that the requirements of this clause (b) (2) shall be requiredto be met with respect to every class of outstanding Voting Stock (otherthan Institutional Voting Stock), whether or not the InterestedShareholder beneficially owns any shares of a particular class of VotingStock):
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     (A) (if applicable) the highest per share price (including anybrokerage commissions, transfer taxes and soliciting dealers’ fees)paid in order to acquire any shares of such class of Voting Stockbeneficially owned by the Interested Shareholder which were acquired(i) within the two-year period immediately prior to the AnnouncementDate or (ii) in the transaction in which it became an InterestedShareholder, whichever is higher;     (B) (if applicable) the highest preferential amount per share towhich the holders of shares of such class of Voting Stock areentitled in the event of any voluntary or involuntary liquidation,dissolution or winding up of the corporation;     (C) the Fair Market Value per share of such class of VotingStock on the Announcement Date or on the Determination Date,whichever is higher; and     (D) (if applicable) the price per share equal to the Fair MarketValue per share of such class of Voting Stock determined pursuant toclause (C) immediately preceding, multiplied by the ratio of (i) thehighest per share price (including any brokerage commissions,transfer taxes and soliciting dealers’ fees) paid in order to acquireany shares of such class of Voting Stock beneficially owned by theInterested Shareholder which were acquired within the two-year periodimmediately prior to the Announcement Date to (ii) the Fair MarketValue per share of such class of Voting Stock on the first day insuch two-year period on which the Interested Shareholder beneficiallyowned any shares of such class of Voting Stock.     All per share prices shall be adjusted for intervening stocksplits, stock dividends and reverse stock splits.     (3) The consideration to be received by holders of a particularclass of outstanding Voting Stock (including Common Stock) shall be incash or in the same form as was previously paid in order to acquire shares of such class of Voting Stock which are beneficially owned by theInterested Shareholder. If the Interested Shareholder beneficially owns shares of any class of Voting Stock which were acquired with varyingforms of consideration, the form of consideration to be received byholders of such class of Voting Stock shall be either cash or the formused to acquire the largest number of shares of such class of VotingStock beneficially owned by it.     (4) After such Interested Shareholder has become an InterestedShareholder and prior to the consummation of such Business Combination:(A) except as approved by a majority of the Continuing Directors, thereshall have been no failure to declare and pay at the regular datetherefor any full quarterly dividends (whether or not cumulative) on anyoutstanding preferred stock; (B) there shall have been (i) no reductionin the annual rate of dividends paid on the Common Stock (except asnecessary to reflect any subdivision of the Common Stock) except asapproved by a majority of the Continuing Directors, and (ii) an increasein such annual rate of dividends (as necessary to prevent any suchreduction) in the event of any reclassification (including any reversestock split), recapitalization, reorganization or any similartransaction which has the effect of reducing the number of outstanding shares of the common Stock, unless the failure so to increase suchannual rate is approved by a majority of the Continuing Directors; and(C) such Interested Shareholder shall not have become the beneficialowner of any shares of Voting Stock except as part of the transaction inwhich it became an Interested Shareholder.     (5) After such Interested Shareholder has become an InterestedShareholder, such Interested Shareholder shall not have received thebenefit, directly or indirectly (except proportionately as ashareholder), of any loans, advances, guarantees, pledges or otherfinancial assistance or any tax credits or other tax advantages providedby the corporation, whether in anticipation of or in connection withsuch Business Combination or otherwise.     (6) A proxy or information statement describing the proposedBusiness Combination and complying with the requirements of theSecurities Exchange Act of 1934 and the rules and regulations thereunder(or any subsequent provisions replacing such Act, rules or regulations)shall be mailed to all shareholders of the corporation at least 30 daysprior to the consummation of such
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Business Combination (whether or not such proxy or information statementis required to be mailed pursuant to such Act or subsequent provisions).     7.3 For the purposes of this Article Seventh:     (a) A “person” shall mean any individual, firm, corporation or otherentity.     (b) “Interested Shareholder” at any particular time shall mean anyperson (other than the corporation or any Subsidiary) who or which:     (1) is at such time the beneficial owner, directly or indirectly,of shares of the corporation having more than 10% of the voting power ofthe then outstanding Voting Stock; or     (2) at any time within the two-year period immediately prior tosuch time was the beneficial owner, directly or indirectly, of shares ofthe corporation having more than 10% of the voting power of the thenoutstanding Voting Stock; or     (3) is at such time an assignee of or has otherwise succeeded tothe beneficial ownership of any shares of Voting Stock which were at anytime within the two-year period immediately prior to such timebeneficially owned by any Interested Shareholder, if such assignment orsuccession shall have occurred in the course of a transaction or seriesof transactions not involving a public offering within the meaning ofthe Securities Act of 1933.     (c) A person shall be a “beneficial owner” of any shares of VotingStock:     (1) which are beneficially owned, directly or indirectly, by suchperson or any of its Affiliates or Associates;     (2) which such person or any of its Affiliates or Associates has(A) the right to acquire (whether or not such right is exercisableimmediately) pursuant to any agreement, arrangement or understandingor upon the exercise of conversion rights, exchange rights, warrantsor options, or otherwise, or (B) the right to vote pursuant to anyagreement, arrangement or understanding; or     (3) which are beneficially owned, directly or indirectly, by anyother person with which such person or any of its Affiliates orAssociates has any agreement, arrangement or understanding for thepurpose of acquiring, holding, voting or disposing of any shares ofVoting Stock.     (d) For the purposes of determining whether a person is an InterestedShareholder pursuant to paragraph (b) of this Section 7.3, the number ofshares of Voting Stock deemed to be outstanding shall include shares deemedowned by an Interested Shareholder through application of paragraph (c) ofthis Section 7.3 but shall not include any other shares of Voting Stockwhich may be issuable pursuant to any agreement, arrangement orunderstanding, or upon the exercise of conversion rights, exchange rights,warrants or options, or otherwise.     (e) “Affiliate” and “Associate” shall have the respective meaningsascribed to such terms in Rule 12b-2 of the General Rules and Regulationsunder the Securities Exchange Act of 1934, as in effect on September 14,1983 (the term “registrant” in said Rule 12b-2 meaning, in this case, thecorporation).     (f) “Beneficially owned” shall have the meaning ascribed to such termin Rule 13d-3 of the General Rules and Regulations under the SecuritiesExchange Act of 1934, as in effect on September 14, 1983.     (g) “Subsidiary” means any corporation of which a majority of anyclass of equity security is owned, directly or indirectly, by thecorporation; provided, however, that for the purposes of the definition ofInterested Shareholder set forth in paragraph (b) of this Section 7.3, theterm “Subsidiary” shall mean only a corporation of which a majority of eachclass of equity security is owned, directly or indirectly, by thecorporation.     (h) “Continuing Director” means any member of the Board of Directorsof the corporation who is unaffiliated with, and not a representative of,the Interested Shareholder and was a member of the
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Board of Directors on September 14, 1983 or prior to the time that theInterested Shareholder became an Interested Shareholder, and any successorof a Continuing Director who is unaffiliated with, and not a representativeof, the Interested Shareholder and is recommended to succeed a ContinuingDirector by a majority of the Continuing Directors then on the Board ofDirectors.     (i) “Fair Market Value” means: (1) in the case of stock, the highestclosing sale price during the 30-day period immediately preceding the datein question of a share of such stock on the Composite Tape for New YorkStock Exchange-Listed Stocks, or, if such stock is not quoted on theComposite Tape, on the New York Stock Exchange, or if such stock is notlisted on such exchange, on the principal United States securities exchangeregistered under the Securities Exchange Act of 1934 on which such stock islisted, or, if such stock is not listed on any such exchange, the highestclosing bid quotation with respect to a share of such stock during the30-day period preceding the date in question on the National Association ofSecurities Dealers, Inc. Automated Quotations System or any system then inuse, or if no such quotations are available, the fair market value on thedate in question of a share of such stock as determined by a majority ofthe Continuing Directors in good faith; and (2) in the case of propertyother than cash or stock, the fair market value of such property on thedate in question as determined by the Board of Directors in good faith.     (j) “Institutional Voting Stock” shall mean any class of Voting Stockwhich was issued directly to and continues to be held solely by one or moreinsurance companies, pension funds, commercial banks, savings banks orsimilar financial institutions or institutional investors.     (k) In the event of any Business Combination in which the corporationsurvives, the phrase “consideration other than cash to be received” as usedin paragraph (b) of Section 7.2 of this Article Seventh shall include the shares of Common Stock and/or the shares of any other class of outstandingVoting Stock retained by the holders of such shares.     7.4 The Board of Directors shall have the power and duty to determine forthe purposes of this Article Seventh, on the basis of information known to themafter reasonable inquiry, (a) whether a person is an Interested Shareholder, (b)the number of shares of Voting Stock beneficially owned by any person, (c)whether a person is an Affiliate or Associate of another, (d) whether a class ofVoting Stock is Institutional Voting Stock and (e) whether the assets which arethe subject of any Business Combination have, or the consideration to bereceived for the issuance or transfer of securities by the corporation or anySubsidiary in any Business Combination has, an aggregate Fair Market Value of$15,000,000 or more. Any such determination made in good faith shall be bindingand conclusive.     7.5 Nothing contained in this Article Seventh shall be construed to relieveany Interested Shareholder from any fiduciary obligation imposed by law.     7.6 Notwithstanding any other provisions of law, the Articles ofIncorporation or the By-Laws of the corporation, the affirmative vote of theholders of at least 80% of the voting power of the then outstanding shares ofVoting Stock, voting together as a single class, shall be required to amend orrepeal, or to adopt any provision inconsistent with, this Article Seventh.     8. The Articles of Incorporation, as amended and restated herein, supersedethe original Articles of Incorporation and all amendments thereto.     FURTHER RESOLVED, that the Chairman of the Board, President and ChiefExecutive Officer or any Vice President of the corporation be, and they herebyare, authorized, empowered and directed to execute, under
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the corporate seal of the corporation, Articles of Amendment to the Amended andRestated Articles of Incorporation of the corporation and to cause said Articlesof Amendment to be filed forthwith with the Department of State of theCommonwealth of Pennsylvania.     IN WITNESS WHEREOF, H. J. Heinz Company has caused these Articles ofAmendment to be signed by its Chairman, President and Chief Executive Officerand its corporate seal, duly attested by its Secretary, to be hereunto affixedthis 13th day of July 1994.           Attest:   H. J. HEINZ COMPANY             BY /s/ BENJAMIN E. THOMAS, JR. Benjamin E. Thomas, Jr., Secretary   BY /s/ A. J. F. O’REILLY A. J. F. O’Reilly, Chairman,President and Chief Executive Officer  (Corporate Seal)Filed in the Department of State on