Exhibit
3(i)
 ARTICLES OF AMENDMENT
 of
 H. J. HEINZ COMPANY,
a Pennsylvania corporation.
  1.
    
    The name of the corporation is H. J. HEINZ COMPANY (the Corporation), and its current
registered office in the Commonwealth of Pennsylvania is located in Allegheny County
at 1 PPG Place, Suite 3100, Pittsburgh, Pennsylvania 15222.2.
    
    The corporation was formed under the Act of the General Assembly of the Commonwealth of
Pennsylvania, approved April 29, 1874, as supplemented and amended, as shown by its
Certificate of Incorporation dated July 27, 1900, and recorded in the office of the
Secretary of the Commonwealth in Charter Book Volume No. 61, page 212, and in the office of
the Recorder of Deeds in and for the County of Allegheny on February 23, 1905, in
Charter Book Volume No. 37, page 250.3.
    
    A First Restated Articles of Incorporation was filed in the office of the Secretary of the
Commonwealth on July 25, 1994.4.
    
    Amendments to the First Restated Articles of Incorporation were properly adopted by the
Corporations shareholders and approved by the directors pursuant to 15 Pa. C.S. §§ 1914(a),
and shall be effective upon the filing of these Articles of Amendment in the Department of
State.5.
    
    The amendment adopted by the corporation, set forth in full, is as follows:




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1.
    
    The name of the corporation is H. J. HEINZ COMPANY.2.
    
    The location and post office address of the current registered office of the
corporation is 600 Grant Street, City of Pittsburgh, County of Allegheny,
Commonwealth of 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 concerning any or all lawful business for which corporations may
be incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania.4.
    
    The term of its existence is perpetual. The corporation was formed
under the Act of the General Assembly of the Commonwealth of Pennsylvania, approved
April 29, 1874, as supplemented and amended.5.
    
    The aggregate number of shares which the corporation shall have authority to
issue as of July 13, 1994 shall be 602,238,876 shares, of which 2,238,876
shares shall be Third Cumulative Preferred Stock of the par value of $10.00 per share,
issuable in one or more series, and 600,000,000 shares shall be Common Stock of the par
value of $0.25 per share.A description of each class of shares which the corporation shall have authority to
issue and a statement of the preferences, qualifications, limitations, restrictions
and the special or relative rights granted to or imposed upon the shares of each class
are as follows:
 SECTION I. THIRD CUMULATIVE PREFERRED STOCK
 Third Cumulative Preferred Stock, $1.70 First Series viz.




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Subsection A. Issuance in Series.
 Subparagraph (1). The Third Preferred Stock shall be divided into and from
time to time may be issued in series, and the Board of Directors is hereby
expressly vested with the authority, in the resolution or resolutions providing
for the issue of shares of particular series, before issuance, to fix and
determine the:
 (a)
    
    distinctive serial designation of such series;(b)
    
    annual dividend rate for such series, and the date from
which such dividends shall commence to accrue;(c)
    
    full, limited, multiple, fractional or no voting rights of
such series;(d)
    
    redemption price or prices for such series, which may consist
of a redemption price or scale of redemption prices applicable only to
redemption for a sinking fund (which term as used herein shall include any
fund or requirement for the periodic retirement of shares) and a different
redemption price or scale of redemption prices applicable to any other
redemption, and the terms and conditions on which shares of such series may be
redeemed;(e)
    
    sinking fund provisions, if any, for the redemption or
purchase of shares of such series;(f)
    
    amounts payable upon shares of such series in the event of
the voluntary or involuntary liquidation of the corporation; and(g)
    
    terms and conditions, if any, upon which shares of such
series may be converted and the class or classes or series of shares of the
corporation into which such shares may be converted.
 Subparagraph (2). All shares of the Third Preferred Stock shall be of
equal rank with each other, regardless of series, and shall be identical with each
other in all respects except as provided in Subparagraph (1) of this Subsection A.Subparagraph (3). In case the stated dividends and the amounts payable on
liquidation are not paid in full, the shares of all series of the Third Preferred
Stock shall share ratably in the payment of dividends, including accruals, if any,
in proportion to the sums which would be payable on said shares if all dividends
were declared and paid in full, and in any distribution of assets other than by
way of dividends in accordance with the sums which would be payable on such
distribution if all sums payable were discharged in full.




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Subsection B. Dividends on Third Preferred Stock and Junior Stock.
 The holders of the Third Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, but only out of funds legally available for
the payment of dividends, cumulative cash dividends at the annual rate for each
particular series theretofore fixed by the Board of Directors as hereinbefore
authorized, and no more, payable quarter-yearly, on the first days of January,
April, July and October in each year, to shareholders of record on the respective
dates, not exceeding 40 days preceding such dividend payment dates, fixed for the
purpose by the Board of Directors in advance of payment of each particular
dividend. Such dividends on the Third Preferred Stock shall be payable before any
dividend on any junior stock (which term as used in this Section I shall mean the
Common Stock and any other class of stock of the corporation hereafter authorized
ranking junior to the Third Preferred Stock as to dividends or assets) shall be
paid or set apart for payment. Dividends on each series of the Third Preferred
Stock shall be cumulative from such date as may be fixed by the Board of Directors
prior to the issue thereof. Arrearages in the payment of dividends shall not bear
interest.So long as any of the Third Preferred Stock remains outstanding, no dividend
whatever shall be paid or declared on any junior stock nor shall any distribution
be made on any junior stock, other than a dividend payable in junior stock, nor
shall any shares of any junior stock be acquired for a consideration by the
corporation:
 (1)
    
    unless all dividends on the Third Preferred Stock of all
series for all past quarter-yearly dividend periods shall have been paid and
the full dividends thereon for the then current quarter-yearly dividend
period shall have been paid or shall have been declared and a sum sufficient
for the 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
sinking fund, all arrears in respect of each sinking fund for the Third
Preferred Stock 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 of Directors may be
declared and paid on any junior stock from time to time out of the remaining funds
of the corporation legally available for the payment of dividends, and the Third
Preferred Stock shall not be entitled to participate in any such dividends,
whether payable in cash, stock or otherwise.




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Subsection C. Redemption.
 Subject to the provisions of Subparagraph (3) of Subsection E of this Section I
and subject to the provisions of the resolution or resolutions of the Board 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 whole or any
part of the Third Preferred Stock at any time outstanding, or the whole or any
part of any series thereof, at any time or from time to time, upon notice duly
given as hereinafter specified, at the applicable redemption price or prices fixed
by the Board of Directors as hereinbefore authorized, together with a sum, in the
case of each share so to be redeemed, computed at the annual dividend rate for the
series of which the particular share is a part from and after the date on which
dividends on such share became cumulative to and including the date fixed for such
redemption, less the aggregate of the dividends theretofore paid thereon, but
computed without interest.Notice of every such redemption of the Third Preferred Stock shall be published at
least once in a newspaper printed in the English language and customarily
published on each business day and of general circulation in the Borough of
Manhattan, the City of New York, New York, and in a similar newspaper similarly
published and of general circulation in the City of Pittsburgh, Pennsylvania, and
in a similar newspaper similarly published and of general circulation in such
other city or cities as may be specified in the resolution or resolutions of the
Board of Directors providing for the issue of shares of any particular series,
such publications to be at least thirty days prior to the date fixed for such
redemption. Notice of every such redemption shall also be mailed at least thirty
days prior to the date fixed for such redemption to the holders of record of the shares so to be redeemed at their respective addresses as the same shall appear on
the books of the corporation; but no failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity 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 Preferred Stock at
the time outstanding, the redemption may be either pro rataor by lot. The Board
of Directors shall have full power and authority to prescribe the manner in which
the drawings by lot or the pro rataredemption shall be conducted and, subject to
the provisions herein contained, the terms and conditions upon which the Third
Preferred Stock shall be redeemed from time to time.




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On or at any time before any redemption date, the corporation may deposit in
trust, for the account of the holders of the shares to be redeemed, the moneys
necessary for such redemption with a bank or trust company, to be designated in
the notice of such redemption, in good standing, having capital, surplus and
undivided profits aggregating at least $5,000,000.00, organized under the laws of
the United States of America or of the State of New York, doing business in the
Borough of Manhattan, the City of New York, New York, or organized under the laws
of the United States of America or of the Commonwealth of Pennsylvania and doing
business in the City of Pittsburgh, Pennsylvania. In the event such deposit is so
made, then, upon the publication, as hereinabove provided, of the notice of such
redemption, or upon the earlier delivery to said bank or trust company of
irrevocable authorization and direction to publish such notice, all shares with
respect to the redemption of which such deposit shall have been made and such
publication effected or authorization therefor given shall, whether or not the
certificates for such shares shall have been surrendered for cancellation, be
deemed to be no longer outstanding for any purpose, and all rights with respect to
such shares shall thereupon cease and terminate except the right of the holders of
the certificates for such shares to receive, from and after the time of such
deposit, the amount payable upon the redemption thereof, without interest, and the
right to exercise, on or before the date fixed for redemption, any unexpired
privileges of conversion.Any funds so deposited by the corporation which shall not be required for such
redemption because of the exercise of any right of conversion or exchange
subsequent to the time of such deposit shall be released or repaid to the
corporation forthwith. Any funds so deposited which are unclaimed at the end of
six years from such redemption date shall be repaid to the corporation, after
which the holders of the shares so called for redemption shall look only to the
corporation for payment thereof, provided, however, that if any unclaimed funds so
repaid to the corporation shall have been paid by it to the Commonwealth of
Pennsylvania under or in lieu of escheat, the holders of the shares so called for
redemption shall thenceforth look only to the said Commonwealth for the payment
thereof.
 Subsection D. Amounts Payable on Liquidation or Dissolution.
 In the event of any liquidation, dissolution or winding up of the corporation,
whether voluntary or involuntary, the holders of the Third Preferred Stock of each
series then outstanding shall be entitled to receive in cash out of the assets of
the corporation, before any distribution or payment shall be made to the holders
of any junior stock, the full preferential amount or amounts fixed by the Board of
Directors




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for such series as herein authorized, plus in respect of each such share a sum
computed at the annual dividend rate applicable thereto from and after the date on
which dividends on such share became cumulative to and including the date fixed
for such payment, less the aggregate of dividends theretofore paid thereon, but
computed without interest; providedthat if such assets available for the holders
of the Third Preferred Stock of each series then outstanding shall be less than
the total amount all such holders would be so entitled to receive if all such
preferential amount or amounts and dividends were paid in full then the
corporation shall, in lieu of making such payments in full to the holders of the
Third Preferred Stock of each series then outstanding, make payments to the
holders of the Third Preferred Stock of each series then outstanding (in
proportion to the respective amounts which would be payable on account of such
liquidation, dissolution or winding up if all such payments were paid in full) of
an aggregate amount equal to such assets so available. If such payment shall have
been made in full to the holders of the Third Preferred Stock on voluntary or
involuntary liquidation, dissolution or winding up, the remaining assets of the
corporation shall be distributed among the holders of junior stock according to
their respective rights and preferences and in accordance with their respective
holdings. For the purposes of this Subsection D, a consolidation or merger of the
corporation with any other corporation shall not be deemed, as such, to constitute
a liquidation, dissolution or winding up of the corporation, but any
reorganization of the corporation required by any court or administrative body in
order to comply with any 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 granted
to or imposed upon the Third Preferred Stock are not adversely affected by such
reorganization.
 Subsection E. Restrictions on Corporate Action.
 The consent of the holders of at least two-thirds of the Third Preferred Stock
(subject to the provisions of Subparagraph (2) hereof) at the time outstanding,
given in person or by proxy, either in writing or at a special meeting called for
the purpose, at which the Third Preferred Stock entitled to vote shall vote
separately as a class, regardless of series, shall be necessary to effect or
validate any one or more of the following:Subparagraph (1). The authorization of, or any increase in the authorized
amount of, any class of stock of the corporation ranking prior to or on a parity
with the Third Preferred Stock, either as to dividends or upon liquidation, or any
increase in the authorized amount of the Third Preferred Stock;




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Subparagraph (2). The amendment, alteration or repeal of any of the
provisions of the Restated Articles of Incorporation, as now or hereafter amended,
of the corporation, or any of the provisions of the resolution or resolutions of
the Board of Directors providing for the issue of shares of any series of the
Third Preferred Stock, so as to affect adversely the rights, preferences or powers
of the Third Preferred Stock or of any series of the Third Preferred Stock;
provided, however, that if any such amendment, alteration or repeal shall affect
adversely the rights, preferences or powers of one or more, but not all, of the
series of Third Preferred Stock at the time outstanding, the consent of the
holders of at least two-thirds in interest of the shares then outstanding of each
series so affected entitled to vote, similarly given, shall be required in lieu of
the consent of the holders of two-thirds of the Third Preferred Stock entitled to
vote voting as a class; orSubparagraph (3). The redemption of less than all of the Third Preferred
Stock at the time outstanding or the purchase of any of the Third Preferred Stock
except in accordance with a purchase offer made to all holders thereof, unless the
full dividend on the Third Preferred Stock for all past quarter-yearly dividend
periods shall have been paid or declared and a sum sufficient for the payment
thereof set apart; providedthat no consent of the holders of the Third Preferred
Stock entitled to vote or of the holders of a particular series of the Third
Preferred Stock entitled 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 would otherwise be required, provision is made in accordance with the
provisions of the fourth paragraph of Subsection C of this Section I for the
redemption of all shares of Third Preferred Stock or of all shares of the
particular series of the Third Preferred Stock at the time outstanding.If in any case the amounts payable with respect to any requirements to retire shares of the Third Preferred Stock are not paid in full in the case of all series
with respect to which such requirements exist, the number of shares to be retired
in each series shall be in proportion to the respective amounts which would be
payable on account of such requirements if all amounts payable were met in full.
 Subsection F. Voting Rights.
 Holders of the Third Preferred Stock entitled to vote shall be entitled to vote
together with the Common Stock and not as a separate class on all matters at every
meeting of the holders of Common Stock of the corporation, and, in addition,
holders of the Third Preferred Stock entitled to vote shall be entitled to vote,
separately as a class, to the extent provided in Subsection E above, and as
hereinafter in this Subsection F




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set forth. If and when six quarter-yearly dividends payable on the Third
Preferred Stock of any series shall be in default, in whole or in part, the
holders of the outstanding Third Preferred Stock entitled to vote, voting
separately as a class regardless of series, shall, in addition to the voting
rights provided in Subsection E of this Section I and hereinabove provided in this
Subsection F, become entitled to elect two Directors, who shall be additional
Directors to the then existing Board, and the holders of the Third Preferred Stock
entitled to vote and the Common Stock, voting together, shall be entitled to elect
the remaining Directors of the corporation. When all dividends then in default on
the Third Preferred Stock then outstanding shall thereafter be paid, the Third
Preferred Stock shall then be divested of such additional voting power, but always
subject to the same provisions for the vesting of such additional voting power in
the Third Preferred Stock entitled to vote in case of any similar future default
or defaults. A meeting of the holders of the Third Preferred Stock for the
election of such Directors, at which the holders of the Third Preferred Stock
entitled to vote shall vote as a class, shall be held at any time after the
accrual of such additional voting power, upon notice similar to that provided in
the By-Laws for a special meeting of shareholders, upon call by the Secretary of
the corporation, who shall call such meeting at the written request of the holders
of record of not less than 5% of the Third Preferred Stock entitled to vote then
outstanding, addressed to him at the principal business office of the corporation.
The holders of a majority of the Third Preferred Stock entitled to vote present in
person or by proxy shall be entitled to elect the additional Directors above
provided for. Upon termination of the additional voting power of the Third
Preferred Stock at any time by reason of the payment of all accumulated and
defaulted dividends on such stock, the terms of office of all persons who may have
been elected Directors of the corporation by vote of the holders of the Third
Preferred Stock shall forthwith terminate.
 At all times each holder of a share of the Third Preferred Stock of any series who
at the time possessed voting power for any purpose shall, for such purpose, be
entitled to such vote, or no vote, for each share of the Third Preferred Stock
standing in such holders name on the books of the corporation as shall have been
theretofore fixed by the Board of Directors as hereinbefore authorized.




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Subsection G. Status of Redeemed and Purchased Shares.
 Except as otherwise required by law, all shares of the Third Preferred Stock
redeemed, purchased or otherwise acquired by the corporation shall be cancelled
and shall have the status of authorized but unissued shares, and the Board of
Directors of the corporation shall have authority, by resolution, to change shares
of any particular series redeemed or purchased into shares of another series of
the Third Preferred Stock, subject to such limitations, if any, as are stated in
the Restated Articles of Incorporation, as now or hereafter amended, of the
corporation. However, no shares of the Third Preferred Stock of any series
redeemed or purchased (whether or not so changed into shares of another series)
shall be re-issued as a part of such series or any other series of the Third
Preferred Stock so long as any shares of the Third Preferred Stock of such series
shall remain outstanding. Any such cancellation of shares of any series of the
Third Preferred Stock redeemed pursuant to Subsection C of this Section I shall
not prevent the corporation from subsequently using such shares in satisfaction of
sinking fund requirements with respect to the same series 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 Stock into
another class or classes or series of shares of the corporation pursuant to the
provisions of the resolution or resolutions of the Board of Directors providing
for the issue of such series, the number of shares which the corporation is
authorized to issue shall be thereby so reduced.
 Subsection I. Relative Rights and Preferences of the First Series of Third Cumulative
Preferred Stock.
 Pursuant to a resolution duly adopted by the Board of Directors of the corporation
on December 10, 1975, the first series of the Third Cumulative Preferred
Stock was established, such series having originally consisted of 1,800,000 shares
but having been thereafter reduced to 38,876 shares through conversion and
cancellation, the designation and the relative rights and preferences thereof, in
addition to those set forth in Subsections A through H of this Section I, being as
follows:




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(1)
    
    The designation is Third Cumulative Preferred Stock,
$1.70 First Series (hereinafter called the First Series).(2)
    
    The amount of $1.70 per share of the First Series per year,
and no more, is hereby fixed as the rate per annum at which the holders of shares of the First Series shall be entitled to receive dividends; and the
date of issue of the First Series is hereby fixed as the date from and after
which such dividends shall accumulate.(3)
    
    Each holder of a share of the First Series shall have
voting rights and shall be entitled to one-half vote for each share of the
First Series 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 part at any time. The redemption price payable upon the exercise of the
right to redeem the shares of the First Series is fixed at $28.50, plus
dividends accrued and unpaid thereon to the date fixed for redemption. In
addition to the publication of notice of redemption in the newspapers
specified in Subsection C of this Section I, such notice shall also be
published in the City of Keokuk, Iowa.(5)
    
    Upon any voluntary or involuntary liquidation, dissolution
or winding up of the corporation the holders of shares of the First Series
shall be entitled to receive at the time thereof in cash out of the assets of
the corporation, before any distribution or payment shall be made to the
holders of any junior stock, an amount equal to the redemption price of
$28.50, plus dividends accrued and unpaid thereon to such time.(6)
    
    At the option of the holder thereof and upon surrender to
the corporation at the office of a Transfer Agent of the Common Stock, either
in the Borough of Manhattan, the City of New York, New York or in the City of
Pittsburgh, Pennsylvania, each share of the First Series shall be convertible
(or if such share is called for redemption, then in respect of such share to
and including but not after the date fixed for such redemption), into fully
paid non-assessable shares of Common Stock of the corporation (as such Common
Stock shall then be constituted) at the conversion rate of 9.0 shares of
Common Stock per share of stock of the First Series, the conversion rate
having been previously adjusted from the initial conversion rate through the
date of these Amended and Restated Articles of Incorporation pursuant to
Subparagraph (d) of this Paragraph (6) being subject to further adjustment as
hereinafter provided:




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(a)
    
    If and whenever the corporation shall at any
time after the date of issue of the First Series make any distribution
described in Subparagraph (b) below or issue any shares of Common Stock
(excluding shares of Common Stock or other securities issued upon the
conversion of shares of the First Series, and excluding shares of
Common Stock or other securities issued on the exercise of options and
warrants outstanding on the date of issue of the First Series, and
excluding shares of Common Stock or other securities issued on the
exercise of options granted at any time after the date of issue of the
First Series pursuant to any option plan for employees of the
corporation or its subsidiaries, all of which are hereinafter in this
Paragraph (6) referred to as Excluded Shares), then successively upon
each such distribution or issuance the conversion rate shall be
immediately (except as provided in Subparagraph (g) below) adjusted in
accordance with the following formula:$28.50 shall be multiplied by the number of shares of Common Stock
outstanding after any such issuance (other than Excluded Shares)
and the resulting product shall be divided by the aggregate
consideration, determined in accordance with Subparagraph (b) of
this Paragraph (6), received by the corporation for shares of
Common Stock then outstanding (other than Excluded Shares). The
resulting quotient, adjusted to the nearest one-thousandth, shall
thereafter be the conversion rate until further adjusted as herein
provided, except that if by any such computation the current
conversion rate would be decreased to less than the basic
conversion rate as defined in Subparagraph (d) of this Paragraph
(6), then the conversion rate shall nevertheless be the basic
conversion rate.(b)
    
    For the purpose of this Paragraph (6), the
corporation shall be deemed to have received as consideration for the shares of its Common Stock outstanding at the time of making any
computation hereunder $862,332,309, minus the aggregate of the amount
(as valued by the Board of Directors) of all distributions (other than
dividends payable in cash and/or in equity or other securities of the
corporation) which have been made payable to holders of Common Stock as
of a record date occurring after the date of issue of the First Series,
plus any additional consideration received by the corporation after the
date of issue of the First Series (other than the consideration
received by the corporation in




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connection with the issue of shares of the First Series), which additional consideration shall be determined as follows:
 (i)
    
    In the case of the issuance of shares
for cash, the consideration shall be the amount of such cash,
provided that in no case under this Subparagraph (b) shall any
deduction be made for any underwriting discounts or commissions or
any expenses incurred by the corporation for any underwriting of
the issue or otherwise in connection therewith;(ii)
    
    In the case of the issuance of shares
for a consideration in whole or in part other than cash, the
consideration other than cash shall be deemed to be the fair value
thereof as determined by the Board of Directors;(iii)
    
    In the case of shares issued as a
stock dividend, no consideration shall be deemed to have been
received therefor and such securities shall be deemed to have been
issued at the close of business on the record date for the
determination of shareholders entitled to receive the same; and(iv)
    
    In case the corporation shall at any
time after the date of issue of the First Series issue any new
securities, other than the shares of the First Series, convertible
into Common Stock, or any options (other than options granted
pursuant to any option plan for employees of the corporation or
its subsidiaries) or rights (including warrants) to subscribe to
Common Stock, the shares of Common Stock issuable on the
conversion of any such securities or upon the exercise of any such
options or rights shall (A) if inclusion thereof would result in a
current conversion rate greater than if excluded be deemed (so
long as such conversion or purchase privilege is outstanding), for
the purpose of the computation made pursuant to Subparagraph (a)
of this Paragraph (6), to have been forthwith issued; and (B) in
every other case shall be deemed to be issued at the close of
business on the date of conversion of such convertible securities
or exercise of such options or rights. The corporation for the
purpose of any computation under this Subdivision (iv) shall be
deemed to have received a consideration for such




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Common Stock equal to the consideration received by the
corporation for the convertible securities, options or rights
so issued, plus the consideration, if any, to be received by
the corporation upon their conversion or the exercise of any
such options or rights, as the case may be.
 (c)
    
    For the purpose of this Paragraph (6), a sale
or other disposition by the corporation of its securities which had
been issued and outstanding and were acquired by the corporation and
which have not been retired, or an issuance of Common Stock to the
corporation upon conversion of shares of the First Series held by it,
or a sale or other disposition by it of such Common Stock, or a
purchase or other acquisition by it of its securities, shall not
effect, result in or require any adjustment in the conversion rate or
be taken into account in computing any future adjustment in the
conversion rate.(d)
    
    In case shares of Common Stock at any time
outstanding shall be subdivided into a greater or consolidated into a
lesser number of shares, either with or without par value, then the
current conversion rate and the basic conversion rate shall be
proportionately increased or decreased, as the case may be, and in the
case of a stock dividend, the basic conversion rate shall be
proportionately increased. The basic conversion rate as used in this
Paragraph (6) shall mean the conversion rate hereinbefore stated, as
such conversion rate may be adjusted from time to time pursuant to this
Subparagraph (d); providedthat if any such adjustment of the basic
conversion rate has once been made, then each subsequent adjustment
thereof shall be made with respect to the last previously established
basic conversion rate.(e)
    
    In case of any reclassification or change of
outstanding shares of Common Stock of the class issuable upon
conversion of the shares of the First Series (other than a change from
no par value to par value, or from par value to no par value, or a
change in par value, or as a result of a subdivision or consolidation
of shares), or in case of any consolidation or merger of the
corporation with or into another corporation (other than a merger with
a subsidiary in which merger the corporation is the continuing
corporation and which does not result in any reclassification or change
of outstanding shares of Common Stock of the class issuable upon
conversion of the shares of the First Series), or in case of any sale
or




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conveyance to another corporation of the property of the corporation as an entirety or substantially as an entirety, the holder
of each share of the First Series then outstanding shall have the right
thereafter (or if such share is called for redemption, then in respect
of such share to and including but not after the date fixed for such
redemption), to convert such share into the kind and amount of shares
of stock and other securities and property receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by
a holder of the number of shares of Common Stock of the corporation
into which such share might have been converted immediately prior to
such reclassification, change, consolidation, merger, sale or
conveyance.
 (f)
    
    In case at any time conditions shall arise by
reason of action taken by the corporation which, in the opinion of the
Board of Directors of the corporation, are not adequately covered by
the other provisions of this Paragraph (6) and which might materially
and adversely affect the conversion rights pertaining to the shares of
the First Series, or in case at any time any such conditions are
expected to arise by reason of any action contemplated by the
corporation, the Board of Directors of the corporation shall appoint a
firm of independent public accountants of recognized standing (which
may be the firm that regularly examines the financial statements of the
corporation) who shall give their opinion as to the adjustment, if any
(not inconsistent with the standards established in this Paragraph
(6)), of the conversion rate (including, if necessary, any adjustment
as to the securities into which the shares of the First Series may
thereafter be converted) which is, or would be, required to preserve
without dilution the conversion rights pertaining to the shares of the
First Series. The Board of Directors shall make the adjustment
recommended forthwith upon the receipt of such opinion or the taking of
any such action contemplated, as the case may be; provided, however,
that no adjustment of the conversion rate shall be made which in the
opinion of the accountant or firm of accountants giving the aforesaid
opinion would result in a decrease of the conversion rate to less than
the then basic conversion rate, except as otherwise provided in
Subparagraph (d) of this Paragraph (6).




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(g)
    
    Anything in this Paragraph (6) to the contrary
notwithstanding, the corporation shall not be required to make any
adjustment of the conversion rate in any case in which the amount by
which such conversion rate would be increased or decreased in
accordance with the foregoing provisions of this Paragraph (6) would be
less than one one-hundredth of a share of Common Stock but in such case
any adjustment that would otherwise be required then to be made shall
be carried forward and made at the time and together with the next
subsequent adjustment which, together with any and all such adjustments
so carried forward, shall amount to one one-hundredth of a share of
Common Stock.(h)
    
    The corporation shall give written notice of
each adjustment in the conversion rate to each holder of record of the
First Series at the address of each such holder as shown on the books
of the corporation at the time of payment of the regular cash dividend
on the First Series occurring next after such adjustment.
 Whenever the corporation shall make any adjustment in the conversion rate as
herein provided, the corporation shall forthwith file with the Transfer
Agents of the Common Stock in the Borough of Manhattan, the City of New
York, New York and in the City of Pittsburgh, Pennsylvania, a statement,
signed by the President or a Vice President of the corporation and by its
Treasurer or an Assistant Treasurer, showing in detail the facts requiring
such adjustment and the conversion rate that will be effective after such
adjustment.In case at any time:
 (1)
    
    the corporation shall pay any dividend payable
in shares of its Common Stock upon its Common Stock or make any
distribution (other than a quarterly cash dividend in an amount per
share not in excess of the amount per share of the last preceding
quarterly cash dividend) to the holders of its Common Stock;(2)
    
    the corporation shall offer for subscription
pro ratato the holders of its Common Stock any additional shares of
stock of any class or other rights;




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##### 



(3)
    
    there shall be any capital reorganization or
reclassification of the capital stock of the corporation or
consolidation or merger of the corporation with, or sale of all or
substantially all of its assets to, another corporation; or(4)
    
    there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the corporation;
 then, in any one or more of said cases, the corporation shall give written
notice, by first class mail, postage prepaid, addressed to each holder of
record of the First Series at the address of each such holder as shown on
the books of the corporation, of the date on which (a) the books of the
corporation shall close or a record shall be taken for such dividend,
distribution or subscription rights or (b) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also
specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall
be entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, or winding up, as the case may be.
Such written notice shall be given at least 21 days prior to the action in
question and not less than 21 days prior to the record date or the date on
which the corporations transfer books are closed with respect thereto.No fraction of share of Common Stock shall be issued upon conversion of shares of the First Series but, in lieu thereof the corporation shall pay to
the holder of such shares so converted who would otherwise be entitled to a
fractional share, a cash adjustment in respect of such fraction in an amount
equal to the same fraction of the market value of a full share of Common
Stock on the date immediately preceding the date upon which any such shares
are surrendered for conversion. The market value of a share of Common Stock
shall be computed on the basis of the average of the bid and asked
quotations in the over-the-counter market on the last business day before
the conversion date or, if the Common Stock shall at the time be dealt in on
a securities exchange, shall be the last recorded sale price of a share of
Common Stock on such exchange on the last business day preceding the
conversion date or, if there be no such last recorded sale price, the last
quoted bid price on such exchange at the close of trading on such day.




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The corporation shall at all times reserve and keep available out of its
authorized but unissued Common Stock the full number of shares of Common Stock deliverable upon the conversion of all shares of the
First Series from time to time outstanding.The corporation will pay any and all taxes that may be payable in respect of
the issue or delivery of shares of Common Stock on conversion of shares of
the First Series pursuant hereto. The corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of shares of Common Stock in a name other
than that in which the shares of the First Series so converted were
registered, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the corporation the amount of any
such tax or has established, to the satisfaction of the corporation, that
such tax has been paid.
 Subsection J. Relative Rights and Preferences of the Second Series of Third Cumulative
Preferred Stock.
 Pursuant to a resolution duly-adopted by the Board of Directors of the corporation
on October 9, 2002, the second series of the Third Cumulative Preferred
Stock was established consisting of 1,000 shares, the designation and the relative
rights and preferences thereof, in addition to those set forth in Subsections A
through H of this Section I, being as follows:
 (1)
    
    The designation is Third Cumulative Preferred Stock,
6.5% Second Series (hereinafter called the Second Series).(2)
    
    The rate of 6.5% per share of the Second Series per year is
hereby fixed as the rate per annum at which the holders of shares of the
Second Series shall be entitled to receive dividends, when, as and if
declared by the Board of Directors, out of funds legally available for the
payment of dividends, cash dividends at the annual rate of $123,190.93 per
share (being 6.5% of the liquidation value of $1,894,245.00 per share as
stated below), and no more, payable quarterly in arrears on the dividend
payment dates specified hereunder. Such dividends shall be cumulative from
December 10, 2002. The amount of dividends payable for the initial
dividend period, or any other period shorter or longer than a full calendar
quarter, on the Second Series shall be computed on the basis of twelve 30-day
months and a 360-day year.




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##### 



(3)
    
    Each holder of a share of the Second Series shall not be
entitled to any voting rights except as provided by law and except as
provided in Subsection E above. Without limitation, the holders of the
Second Series shall not be entitled to participate in any vote of the holders
of the Third Preferred Stock referred to in Subsection F above.In exercising the voting rights set forth in this Subsection, each share of
the Second Series shall have one vote per share, except that when any other
series of shall have the right to vote with the Second Series as a single
class on any matter, then the Second Series shall have with respect to such
matters such number of votes per share as shall be necessary so that the
voting rights of the shares of the Second Series and the voting rights of the shares of such other series of preferred stock are in proportion to
their respective liquidation values per share. Except as otherwise required
by applicable law or as set forth herein, the shares of the Second Series
shall not have any relative, participating, optional, or other special
voting rights and powers, and the consent of the holders thereof shall not
be required for the taking of any corporate action.(4)
    
    The shares of the Second Series are not redeemable by the
corporation.(5)
    
    Upon any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the holders of shares of the Second Series
shall be entitled to receive at the time thereof in a cash out of the assets
of the corporation, before any distribution or payment shall be made to the
holders of any junior stock, the amount of $1,894.245.00 per share, plus
dividends accrued and unpaid thereon to such time.
 Subsection K. Relative Rights and Preferences of the Third Series of Third Cumulative
Preferred Stock.
 Pursuant to a resolution duly-adopted by the Board of Directors of the
corporation on October 9, 2002, and by action by written consent of a
duly-authorized Pricing Committee of the Board of Directors on November 8,
2002, the third series of the Third Cumulative Preferred Stock was established
consisting of 1,000 shares, the designation and the relative rights and
preferences thereof, in addition to those set forth in Subsections A through H of
this Section I, being as follows:




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##### 



(1)
    
    The designation is Third Cumulative Preferred Stock, 6.60%
Third Series (hereinafter called the Third Series).(2)
    
    The rate of 6.60% per share of the Third Series per year is
hereby fixed as the rate per annum at which the holders of shares of the
Third Series shall be entitled to receive dividends, when, as and if declared
by the Board of Directors, out of funds legally available for the payment of
dividends, cash dividends at the annual rate of $11,258.68 per share (being
6.60% of the liquidation value of $170,586.00 per share as stated below), and
no more, payable quarterly in arrears on the dividend payment dates specified
hereunder. Such dividends shall be cumulative from the date of issue of the
Third Series. The amount of dividends payable for the initial dividend
period, or any other period shorter or longer than a full calendar quarter,
on the Third Series shall be computed on the basis of twelve 30-day months
and a 360-day year.(3)
    
    Each holder of a share of the Third Series shall not be
entitled to any voting rights except as provided by law and except as
provided in Subsection E above. Without limitation, the holders of the Third
Series shall not be entitled to participate in any vote of the holders of the
Third Preferred Stock referred to in Subsection F above.In exercising the voting rights set forth in this Subsection, each share of
the Third Series shall have one vote per share, except that when any other
series of shall have the right to vote with the Third Series as a single
class on any matter, then the Third Series shall have with respect to such
matters such number of votes per share as shall be necessary so that the
voting rights of the shares of the Third Series and the voting rights of the
shares of such other series of preferred stock are in proportion to their
respective liquidation values per share. Except as otherwise required by
applicable law or as set forth herein, the shares of the Third Series hall
not have any relative, participating, optional, or other special voting
rights and powers, and the consent of the holders thereof shall not be
required for the taking of any corporate action.(4)
    
    The shares of the Third Series shall be redeemable in whole
or in part at any time on or after the 25th anniversary of the
date of first issuance of shares of the series. The Third Series shall not
be redeemable by the corporation prior to that date. The redemption price
payable upon exercise of the right to redeem shares of the Third Series is
fixed at the liquidation value of $170,586.00 per share, plus dividends
accrued and unpaid thereon to such time.




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##### 



(5)
    
    Upon any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the holders of shares of the Third Series
shall be entitled to receive at the time thereof in a cash out of the assets
of the corporation, before any distribution or payment shall be made to the
holders of any junior stock, the amount of $170,586.00 per share, plus
dividends accrued and unpaid thereon to such time.
 Subsection L. Relative Rights and Preferences of the Fourth Series of Third
Cumulative Preferred Stock.
 Pursuant to a resolution duly-adopted by the Board of Directors of the corporation
on March 14, 2007, the fourth series of the Third Cumulative Preferred
Stock was established consisting of 1,000 shares, the designation and the relative
rights and preferences thereof, in addition to those set forth in Subsections A
through H of this Section I, being as follows:
 (1)
    
    The designation is Third Cumulative Preferred Stock, 7.65%
Fourth Series (hereinafter called the Fourth Series).(2)
    
    The rate of 7.65% per share of the Fourth Series per year
is hereby fixed as the rate per annum at which the holders of shares of the
Fourth Series shall be entitled to receive dividends, when, as and if
declared by the Board of Directors, out of funds legally available for the
payment of dividends, cash dividends at the annual rate of $130,050.00 per
share (being 7.65% of the liquidation value of $1,700,000.00 per share as
stated below), and no more, payable quarterly in arrears on the dividend
payment dates specified hereunder. Such dividends shall be cumulative from
May 2, 2007, the date of issue of the Fourth Series. The amount of
dividends payable for the initial dividend period, or any other period
shorter or longer than a full calendar quarter, on the Fourth Series shall be
computed on the basis of twelve 30-day months and a 360-day year.(3)
    
    Each holder of a share of the Fourth Series shall not be
entitled to any voting rights except as provided by law and except as
provided in this Subsection. Without limitation, except as required by
law, the holders of the Fourth Series shall not be entitled to participate in
any vote of the holders of the Third Preferred Stock referred to in
Subsections E or F above.Without the affirmative vote or written consent of the holders of a majority
of the outstanding shares of the Fourth Series, voting separately as a
class, the corporation will not amend, alter or repeal (by merger or
otherwise) any provision of these Restated Articles




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##### 



so as to materially adversely affect the preferences, rights, or powers of
the Fourth Series; providedthat any such amendment that changes the
dividend payable on or the liquidation preference of the Fourth Series shall
require the affirmative vote at a meeting of holders of the Fourth Series
called for the purposes or the written consent of the holders of each
outstanding share of the Fourth Series adversely affected thereby.
 Without the affirmative vote or written consent of the holders of a majority
of the outstanding shares of the Fourth Series, voting separately as a class,
the corporation will not (i) issue any shares of the Fourth Series in
addition to the shares designated thereby; (ii) authorize, or increase the
authorized amount of, any class of stock of the corporation ranking prior to
or on a parity with the Third Preferred Stock, either as to dividends or upon
liquidation; or (iii) increase the authorized amount of the Third Preferred
Stock; providedthat clauses (ii) and (iii) shall not limit the right of the
corporation to issue preferred stock ranking pari passuwith the Fourth
Series in connection with any merger in which the corporation is the
surviving entity.In exercising the voting rights set forth in this Subsection, each share of
the Fourth Series shall have one vote per share, except that when any other
series of preferred stock shall have the right to vote with the Fourth
Series as a single class on any matter, then the Fourth Series shall have
with respect to such matters such number of votes per share as shall be
necessary so that the voting rights of the shares of the Fourth Series and
the voting rights of the shares of such other series of preferred stock are
in proportion to their respective liquidation values per share. Except as
otherwise required by applicable law or as set forth above, the shares of
the Fourth Series shall not have any relative, participating, optional or
other special voting rights and powers, and the consent of the holders
thereof shall not be required for the taking of any corporate action.(4)
    
    The shares of the Fourth Series shall be redeemable on the
15thanniversary of the date of first issuance of shares of the
Series, subject to the restrictions provided above and the final paragraph of
Subsection E above. The Fourth Series shall be redeemable in whole or in part
by the corporation beginning on the 10thanniversary of the date of
first issuance of the shares of the series, subject to the restrictions
provided above and the final paragraph of Subsection E above. The redemption
price payable upon exercise of the right to redeem shares of the Fourth Series
is fixed at the liquidation value of




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##### 



$1,700,000.00 per share, plus dividends accrued and unpaid thereon to the
date fixed for redemption.
 (5)
    
    Upon any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the holders of shares of the Fourth Series
shall be entitled to receive at the time thereof in a cash out of the assets
of the corporation, before any distribution or payment shall be made to the
holders of any junior stock, the amount of $1,700,000.00 per share, plus
dividends accrued and unpaid thereon to such time.
 SECTION II. COMMON STOCK
  Subsection A. Equal Rights.
 Each share of Common Stock issued or to be issued under the provisions of this
Article Fifth shall be equal in all respects one with the other, and no dividend
shall be paid on any shares of Common Stock unless the same dividend is paid on all shares of Common Stock outstanding at the time of such payment, and there 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 of this
Article Fifth to the holders of the Third Cumulative Preferred Stock, or except as
may be provided by the laws of the Commonwealth of Pennsylvania, the holders of
the Common Stock shall have exclusively all other rights of stockholders including
but not by way of limitation: (a) exclusive voting power for all purposes and
exclusive rights to all notices of meetings or of any action to be taken by the
corporation or by its stockholders, (b) the right to receive dividends, when and
as declared by the Board of Directors out of assets lawfully available therefor,
and (c) in the event of any distribution of assets upon liquidation, dissolution
or winding up of the corporation or otherwise, the right to receive ratably and
equally all of the assets and funds of the corporation remaining after the payment
to the holders of other classes of stock of the corporation of the specific
amounts which they are entitled to receive upon such liquidation, dissolution or
winding up of the corporation as hereinbefore provided in Section I of this
Article Fifth.




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Subsection C. Issuance of Common Stock.
  SECTION III. PREEMPTIVE RIGHTS
  SECTION IV. CUMULATIVE VOTING RIGHTS
  SECTION V. MAJORITY VOTING
 provided




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6.
    
    Section I. Limitation of Director Liability.To the fullest extent that laws of the Commonwealth of Pennsylvania, as in effect on
January 27, 1987 or as thereafter amended, permit elimination of limitation of the
liability of directors, no Director of the corporation shall be personally liable for
monetary damages as such for any action taken, or any failure to take any action, as a
Director. This Section A shall not apply to any action filed prior to January 27,
1987, nor to any breach of performance of duty or any failure of performance of duty by
any Director occurring prior to January 27, 1987. The provisions of this Section A
shall be deemed to be a contract with each Director of the corporation who serves as such at
any time while such provisions are in effect, and each such Director shall be deemed to be
serving as such in reliance on the provisions of this Section A. This Section A shall not be
amended, altered or repealed without the affirmative vote of the holders of at least 60% of
the voting power (without consideration of the rights of any class of stock to elect
directors by a separate class vote) of the then outstanding shares of capital stock of the
corporation entitled to vote in an annual election of Directors, voting together and not as
separate classes, unless such amendment, alteration or repeal is first recommended and
approved by a majority of the entire Board of Directors in which case only a majority
shareholder vote shall be required. Such affirmative vote shall be required notwithstanding
the fact that no vote is required, or that a lesser percentage may be specified, by law or
in any agreement with any national securities exchange or otherwise. Any amendment to,
alteration or repeal of this Section A which has the effect of increasing Director liability
shall operate prospectively only and shall not have any effect with respect to any action
taken, or any failure to act, by a Director prior thereto.Section II. Indemnification of Directors, Officers and Others.Except as prohibited by law, the corporation may indemnify any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without limitation, any
employee benefit plan) and may take such steps as may be deemed appropriate by the Board of
Directors, including purchasing and maintaining insurance, entering into contracts
(including, without limitation, contracts or indemnification between the corporation and its
directors, officers or employees), creating a trust fund, granting security interests or
using other means (including, without limitation, a letter of credit) to ensure the payment
of such amount as may be necessary to effect such indemnification. This Section II shall
apply to any action 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 the affirmative
vote of the holders of at least 60% of the voting




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power (without consideration of the rights of any class of stock to elect directors by a
separate class) of the then outstanding shares of capital stock of the corporation entitled
to vote in an annual election of Directors, voting together and not as separate classes,
unless such amendment, alteration or repeal is first recommended and approved by a majority
of the entire Board of Directors in which case only a majority shareholder vote shall be
required. Such affirmative vote shall be required notwithstanding the fact that no vote is
required, or that a lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise. Any amendment to, alteration or repeal of this
Section II which has the effect of limiting the authority of the corporation to indemnify
persons under this Section II shall operate prospectively only and shall not limit in any
way any indemnification provided pursuant 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 Business Combinations shall be required
as follows (all capitalized terms being used as subsequently defined herein):
 (a)
    
    In addition to any affirmative vote required by law or the Articles of
Incorporation, and except as otherwise expressly provided in Section 7.2 of this
Article Seventh:
 (1)
    
    any merger or consolidation of the corporation or any
Subsidiary with (A) any Interested Shareholder or with
(B) any other corporation (whether or not itself an Interested Shareholder)
which is, or after such merger or consolidation
would be, an Affiliate or Associate of an Interested Shareholder;(2)
    
    any sale, lease, exchange, loan, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to or with
any Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder of any assets of the corporation or any Subsidiary having an
aggregate Fair Market Value of $15,000,000.00 or more;(3)
    
    the issuance or sale by the corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
corporation or any Subsidiary to any Interested Shareholder or any Affiliate or
Associate of any Interested Shareholder in exchange for cash, securities or
other consideration (or a combination thereof) having an aggregate Fair Market
Value of $15,000,000.00 or more;




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(4)
    
    the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by or on behalf of any Interested
Shareholder or any Affiliate or Associate of any Interested Shareholder; or(5)
    
    any reclassification of securities (including any reverse stock
split), or recapitalization of the corporation, or any merger or consolidation
of the corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving any Interested Shareholder
or any Affiliate or Associate of any Interested Shareholder) which has the
effect, directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity securities or securities convertible
into equity securities of the corporation or any Subsidiary which is directly
or indirectly owned by any Interested Shareholder or any Affiliate or Associate
of any Interested Shareholder;
 shall require the affirmative vote of the holders of at least 80% of the voting
power (without consideration of the rights of any class of stock to elect directors
by a separate class vote) of the then outstanding shares of capital stock of the
corporation entitled to vote in an annual election of directors (the Voting
Stock), voting together and not as separate classes. Such affirmative vote shall be
required notwithstanding the fact that no vote is required, or that a lesser
percentage may be specified, by law or in any agreement with any national securities
exchange or otherwise.(b)
    
    the term Business Combination as used in this Article Seventh shall mean any
transaction which is referred to in any one or more of clauses (1) through (5) of
Subparagraph (a) of Section 7.1 of this Article Seventh.
 7.2
    
    The provisions of Section 7.1 of this Article Seventh shall not be applicable to any Business
Combination, and such Business Combination shall require only such affirmative vote (if any)
as is required by law or any other provision of the Articles of Incorporation if the
conditions specified in either of the following Subparagraphs (a) or (b) are met:
 (a)
    
    The Business Combination shall have been approved by a majority of the
Continuing Directors; or(b)
    
    All of the following six conditions shall have been met:




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##### 



(1)
    
    The transaction constituting the Business Combination shall
provide for a consideration to be received by holders of Common Stock in
exchange for their stock, and the aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of Common
Stock in such Business Combination shall be at least equal to the highest of
the following:
 (A)
    
    (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting
dealers fees) paid in order to acquire any shares of Common Stock
beneficially owned by the Interested Shareholder which were acquired
(i) within the two-year period immediately prior to the first public
announcement of the proposed Business Combination (the Announcement
Date) or (ii) in the transaction in which it became an Interested
Shareholder, whichever is higher;(B)
    
    the Fair Market Value per share of Common Stock
on the Announcement Date or on the date on which the Interested
Shareholder became an Interested Shareholder (the Determination
Date), whichever is higher; and(C)
    
    (if applicable) the price per share equal to
the Fair Market Value per share of Common Stock determined pursuant to
clause (B) immediately preceding, multiplied by the ratio of (i) the
highest per share price (including any brokerage commissions, transfer
taxes and soliciting dealers fees) paid in order to acquire any shares
of Common Stock beneficially owned by the Interested Shareholder which
were acquired within the two-year period immediately prior to the
Announcement Date to (ii) the Fair Market Value per share of Common
Stock on the first day in such two-year period on which the Interested
Shareholder beneficially owned any shares of Common Stock.All per share prices shall be adjusted to reflect any intervening
stock splits, stock dividends and reverse stock splits.
 (2)
    
    If the transaction constituting the Business Combination shall
also provide for a consideration to be received by holders of any class of
outstanding Voting Stock (other than Common Stock and other than Institutional
Voting Stock) in exchange for their stock, the aggregate amount of the cash and
the Fair Market Value as of the date of the consummation of the Business
Combination of




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##### 



consideration other than cash to be received per share by holders of Shares
of such Voting Stock shall be at least equal to the highest of the following
(it being intended that the requirements of this clause (b) (2) shall be
required to be met with respect to every class of outstanding Voting Stock
(other than Institutional Voting Stock), whether or not the Interested
Shareholder beneficially owns any shares of a particular class of Voting
Stock):
 (A)
    
    (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting
dealers fees) paid in order to acquire any shares of such class of
Voting Stock beneficially owned by the Interested Shareholder which
were acquired (i) within the two-year period immediately prior to the
Announcement Date, or
(ii) in the transaction in which it became an Interested Shareholder,
whichever is higher;(B)
    
    (if applicable) the highest preferential amount
per share to which the holders of shares of such class of Voting Stock
are entitled 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 Voting Stock on the Announcement Date or on the Determination Date,
whichever is higher; and(D)
    
    (if applicable) the price per share equal to
the Fair Market Value per share of such class of Voting Stock
determined pursuant to clause (C) immediately preceding, multiplied by
the ratio of (i) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers fees) paid in order
to acquire any shares of such class of Voting Stock beneficially owned
by the Interested Shareholder which were acquired within the two-year
period immediately prior to the Announcement Date to (ii) the Fair
Market Value per share of such class of Voting Stock on the first day
in such two-year period on which the Interested Shareholder
beneficially owned any shares of such class of Voting Stock.All per share prices shall be adjusted for intervening stock splits,
stock dividends and reverse stock splits.




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##### 



(3)
    
    The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock) shall be in cash 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 the Interested
Shareholder. If the Interested Shareholder beneficially owns shares of any
class of Voting Stock which were acquired with varying forms of consideration,
the form of consideration to be received by holders of such class of Voting
Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock beneficially owned by it.(4)
    
    After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business Combination: (A)
except as approved by a majority of the Continuing Directors, there shall have
been no failure to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) on any outstanding preferred
stock; (B) there shall have been (i) no reduction in the annual rate of
dividends paid on the Common Stock (except as necessary to reflect any
subdivision of the Common Stock) except as approved by a majority of the
Continuing Directors, and (ii) an increase in such annual rate of dividends (as
necessary to prevent any such reduction) in the event of any reclassification
(including any reverse stock split), recapitalization, reorganization or any
similar transaction which has the effect of reducing the number of outstanding shares of the common Stock, unless the failure so to increase such annual rate
is approved by a majority of the Continuing Directors; and (C) such Interested
Shareholder shall not have become the beneficial owner of any shares of Voting
Stock except as part of the transaction in which it became an Interested
Shareholder.(5)
    
    After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the benefit,
directly or indirectly (except proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial assistance or any tax credits
or other tax advantages provided by the corporation, whether in anticipation of
or in connection with such Business Combination or otherwise.




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(6)
    
    A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
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 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is 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 other entity;(b)
    
    Interested Shareholder at any particular time shall mean any person (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 of the
then outstanding Voting Stock; or(2)
    
    at any time within the two-year period immediately prior to
such time was the beneficial owner, directly or indirectly, of shares of the
corporation having more than 10% of the voting power of the then outstanding
Voting Stock; or(3)
    
    is at such time an assignee of or has otherwise succeeded to
the beneficial ownership of any shares of Voting Stock which were at any time
within the two-year period immediately prior to such time beneficially owned by
any Interested Shareholder, if such assignment or succession shall have
occurred in the course of a transaction or series of transactions not involving
a public offering within the meaning of the Securities Act of 1933.
 (c)
    
    A person shall be a beneficial owner of any shares of Voting Stock which:
 (1)
    
    are beneficially owned, directly or indirectly, by such person
or any of its Affiliates or Associates;(2)
    
    such person or any of its Affiliates or Associates has (A) the
right to acquire (whether or not such right is exercisable immediately)
pursuant to any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, or (B)
the right to vote pursuant to any agreement, arrangement or understanding; or




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(3)
    
    are beneficially owned, directly or indirectly, by any other
person with which such person or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of any shares of Voting Stock.
 (d)
    
    For the purposes of determining whether a person is an Interested Shareholder
pursuant to Subparagraph (b) of this Section 7.3, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned by an Interested Shareholder
through application of Subparagraph (c) of this Section 7.3 but shall not include any
other shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise.(e)
    
    Affiliate and Associate shall have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under 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, the corporation).(f)
    
    Beneficially owned shall have the meaning ascribed to such term in Rule 13d-3
of the General Rules and Regulations under the Securities Exchange Act of 1934, as in
effect on September 14, 1983.(g)
    
    Subsidiary means any corporation of which a majority of any class of equity
security is owned, directly or indirectly, by the corporation; provided, however,that
for the purposes of the definition of Interested Shareholder set forth in Subparagraph
(b) of this Section 7.3, the term Subsidiary shall mean only a corporation of which a
majority of each class of equity security is owned, directly or indirectly, by the
corporation.(h)
    
    Continuing Director means any member of the Board of Directors of the
corporation who is unaffiliated with, and not a representative of, the Interested
Shareholder and was a member of the Board of Directors on September 14, 1983 or
prior to the time that the Interested Shareholder became an Interested Shareholder, and
any successor of a Continuing Director who is unaffiliated with, and not a
representative of, the Interested Shareholder and is recommended to succeed a
Continuing Director by a majority of the Continuing Directors then on the Board of
Directors.(i)
    
    Fair Market Value means: (1) in the case of stock, the highest closing sale
price during the 30-day period immediately preceding the date in question of a share of
such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such
stock is not quoted on the Composite Tape, on the New York Stock Exchange, or if such
stock is not




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listed on such exchange, on the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such exchange, the highest closing
bid quotation with respect to a share of such stock during the 30-day period
preceding the date in question on the National Association of Securities Dealers,
Inc. Automated Quotations System or any system then in use, or if no such
quotations are available, the fair market value on the date in question of a share
of such stock as determined by a majority of the Continuing Directors in good faith;
and (2) in the case of property other than cash or stock, the fair market value of
such property on the date in question as determined by the Board of Directors in
good faith.
 (j)
    
    Institutional Voting Stock shall mean any class of Voting Stock which was
issued directly to and continues to be held solely by one or more insurance companies,
pension funds, commercial banks, savings banks or similar financial institutions or
institutional investors.(k)
    
    In the event of any Business Combination in which the corporation survives, the
phrase consideration other than cash to be received as used in Subparagraph (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 outstanding Voting Stock retained by the holders of such
shares.
 7.4
    
    The Board of Directors shall have the power and duty to determine for the purposes of this
Article Seventh, on the basis of information known to them after 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 of Voting Stock is Institutional Voting Stock and (e) whether the
assets which are the subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the corporation or any Subsidiary in
any Business Combination has, an aggregate Fair Market Value of $15,000,000.00 or more. Any
such determination made in good faith shall be binding and conclusive.7.5
    
    Nothing contained in this Article Seventh shall be construed to relieve any Interested
Shareholder from any fiduciary obligation imposed by law.7.6
    
    Notwithstanding any other provisions of law, the Articles of Incorporation or the By-Laws of
the corporation, the affirmative vote of the holders of at least 80% of the voting power of
the then outstanding shares of Voting Stock, voting together as a single class, shall be
required to amend or repeal, or to adopt any provision inconsistent with, this Article
Seventh.




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8.
    
    The Articles of Incorporation, as amended and restated herein, supersede the Articles of
Incorporation and all amendments thereto.
 13 th March, 2008
 ATTEST:

    
    
    

    H. J. HEINZ COMPANYBy:
    
    /s/Rene D. Biedzinski
    
    
    
    By:
    
    /s/Theodore N. BobbyRENE D. BIEDZINSKI, 
Corporate Secretary
(Corporate Seal)
    
    
    
    
    
    THEODORE N. BOBBY, 
Executive Vice President and
General Counsel
   /s/ Pedro A. CortésSecretary of the Commonwealth