(d) The Board of Directors shall have the power without the assent or vote of thestockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to theextent that the By-Laws or this Amended and Restated Certificate of Incorporation otherwiseprovide.     (e) No director of the Corporation shall be liable to the Corporation or itsstockholders for monetary damages for breach of his or her fiduciary duty as a director,*provided*that nothing contained in this Article shall eliminate or limit the liability of adirector (*i*) for any breach of the director’s duty of loyalty to the Corporation or itsstockholders, (*ii*) for acts or omissions not in good faith or which involve intentionalmisconduct or a knowing violation of the law, (*iii*) under Section 174 of the GeneralCorporation Law of the State of Delaware or (*iv*) for any transaction from which thedirector derived an improper personal benefit.     SIXTH:     (a) Actions, Suits and Proceedings Other than by or in the Right of theCorporation. The Corporation shall indemnify each person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (other than an actionby or in the right of the Corporation), by reason of the fact that he is or was, or hasagreed to become, a director or officer of the Corporation, or is or was serving, or hasagreed to serve, at the request of the Corporation, as a director, officer, partner,employee or trustee of, or in a similar capacity with, another corporation, partnership,joint venture, trust or other enterprise (including any employee benefit plan) (all suchpersons being referred to hereafter as an “Indemnitee”), or by reason of any actionalleged to have been taken or omitted in such capacity, against all expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonablyincurred by him or on his behalf in connection with such action, suit or proceeding and anyappeal therefrom, if he acted in good faith and in a manner he reasonably believed to bein, or not opposed to, the best interests of the Corporation, and, with respect to anycriminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.The termination of any action, suit or proceeding by judgment, order, settlement,conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself,create a presumption that the person did not act in good faith and in a manner which hereasonably believed to be in, or not opposed to, the best interests of the Corporation,and, with respect to any criminal action or proceeding, had reasonable cause to believethat his conduct was unlawful.     (b) Actions or Suits by or in the Right of the Corporation. The Corporationshall indemnify any Indemnitee who was or is a party or is threatened to be made a party toany threatened, pending or completed action or suit by or in the right of the Corporationto procure a judgment in its favor by reason of the fact that he is or was, or has agreedto become, a director or officer of the Corporation, or is or was serving, or has agreed toserve, at the request of the Corporation, as a
 

 
director, officer, partner, employee ortrustee of, or in a similar capacity with,another corporation, partnership, joint venture, trust or other enterprise (includingany employee benefit plan), or by reason of any action alleged to have been taken oromitted in such capacity, against all expenses (including attorneys’ fees) and, to theextent permitted by law, amounts paid in settlement actually and reasonably incurred by himor on his behalf in connection with such action, suit or proceeding and any appealtherefrom, if he acted in good faith and in a manner he reasonably believed to be in, ornot opposed to, the best interests of the Corporation, except that no indemnification shallbe made in respect of any claim, issue or matter as to which such person shall have beenadjudged to be liable to the Corporation unless and only to the extent that the Court ofChancery of Delaware shall determine upon application that, despite the adjudication ofsuch liability but in view of all the circumstances of the case, such person is fairly andreasonably entitled to indemnity for such expenses (including attorneys’ fees) which theCourt of Chancery of Delaware shall deem proper.     (c) Indemnification for Expenses of Successful Party. Notwithstanding theother provisions of this Article, to the extent that an Indemnitee has been successful, onthe merits or otherwise, in defense of any action, suit or proceeding referred to inSections (a) and (b) of this Article SIXTH, or in defense of any claim, issue or mattertherein, or on appeal from any such action, suit or proceeding, he shall be indemnifiedagainst all expenses (including attorneys’ fees) actually and reasonably incurred by him oron his behalf in connection therewith. Without limiting the foregoing, if any action, suitor proceeding is disposed of, on the merits or otherwise (including a disposition withoutprejudice), without (i) the disposition being adverse to the Indemnitee, (ii) anadjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty ornolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act ingood faith and in a manner he reasonably believed to be in or not opposed to the bestinterests of the Corporation, and (v) with respect to any criminal proceeding, anadjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful,the Indemnitee shall be considered for the purposes hereof to have been wholly successfulwith respect thereto.     (d) Notification and Defense of Claim. As a condition precedent to his rightto be indemnified, the Indemnitee must notify the Corporation in writing as soon aspracticable of any action, suit, proceeding or investigation involving him for whichindemnity will or could be sought. With respect to any action, suit, proceeding orinvestigation of which the Corporation is so notified, the Corporation will be entitled toparticipate therein at its own expense and/or to assume the defense thereof at its ownexpense, with legal counsel reasonably acceptable to the Indemnitee. After notice from theCorporation to the Indemnitee of its election so to assume such defense, the Corporationshall not be liable to the Indemnitee for any legal or other expenses subsequently incurredby the Indemnitee in connection with such action, suit, proceeding or investigation, otherthan as provided below in this Section (d). The Indemnitee shall have the right to employhis own counsel in connection with such action, suit, proceeding or
 

 
investigation, but thefees and expenses of such counsel incurred after notice fromthe Corporation of its assumption of the defense thereof shall be at the expense ofthe Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorizedby the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded thatthere may be a conflict of interest or position on any significant issue between theCorporation and the Indemnitee in the conduct of the defense of such action, suit,proceeding or investigation or (iii) the Corporation shall not in fact have employedcounsel to assume the defense of such action, suit, proceeding or investigation, in each ofwhich cases the fees and expenses of counsel for the Indemnitee shall be at the expense ofthe Corporation, except as otherwise expressly provided by this Article. The Corporationshall not be entitled, without the consent of the Indemnitee, to assume the defense of anyclaim brought by or in the right of the Corporation or as to which counsel for theIndemnitee shall have reasonably made the conclusion provided for in clause (ii) above. TheCorporation shall not be required to indemnify the Indemnitee under this Article for anyamounts paid in settlement of any action, suit, proceeding or investigation effectedwithout its written consent. The Corporation shall not settle any action, suit, proceedingor investigation in any manner which would impose any penalty or limitation on theIndemnitee without the Indemnitee’s written consent. Neither the Corporation nor theIndemnitee will unreasonably withhold or delay its consent to any proposed settlement.     (e) Advance of Expenses. Subject to the provisions of Section (f) of thisArticle SIXTH, in the event that the Corporation does not assume the defense pursuant toSection (d) of this Article SIXTH of any action, suit, proceeding or investigation of whichthe Corporation receives notice under this Article, any expenses (including attorneys’fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceedingor investigation or any appeal therefrom shall be paid by the Corporation in advance of thefinal disposition of such matter; provided, however, that the payment of such expensesincurred by the Indemnitee in advance of the final disposition of such matter shall be madeonly upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amountsso advanced in the event that it shall ultimately be determined that the Indemnitee is notentitled to be indemnified by the Corporation as authorized in this Article; and furtherprovided that no such advancement of expenses shall be made if it is determined (in themanner described in Section (f)) that (i) the Indemnitee did not act in good faith and in amanner he reasonably believed to be in, or not opposed to, the best interests of theCorporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee hadreasonable cause to believe his conduct was unlawful. Such undertaking shall be acceptedwithout reference to the financial ability of the Indemnitee to make such repayment.     (f) Procedure for Indemnification. In order to obtain indemnification oradvancement of expenses pursuant to Section (a), (b), (c) or (e) of this Article SIXTH, theIndemnitee shall submit to the Corporation a written request, including in such requestsuch documentation and information as is reasonably available to the Indemnitee and isreasonably necessary to determine whether and
 

 
to what extent the Indemnitee is entitled toindemnification or advancement ofexpenses. Any such indemnification or advancement of expenses shall be made promptly,and in any event within 60 days after receipt by the Corporation of the written request ofthe Indemnitee, unless with respect to requests under Section (a), (b) or (e) of thisArticle SIXTH the Corporation determines within such 60-day period that the Indemnitee didnot meet the applicable standard of conduct set forth in Section (a), (b) or (e) of thisArticle SIXTH, as the case may be. Such determination shall be made in each instance (a) bya majority vote of the directors of the Corporation consisting of persons who are not atthat time parties to the action, suit or proceeding in question (“disinteresteddirectors”), whether or not a quorum, (b) by a majority vote of a committee ofdisinterested directors designated by majority vote of disinterested directors, whether ornot a quorum, (c), if there are no disinterested directors, or if disinterested directorsso direct, by independent legal counsel (who may, to the extent permitted by law, beregular legal counsel to the Corporation) in a written opinion, or (d) by the stockholdersof the Corporation.     (g) Remedies. The right to indemnification or advances as granted by thisArticle shall be enforceable by the Indemnitee in any court of competent jurisdiction.Neither the failure of the Corporation to have made a determination prior to thecommencement of such action that indemnification is proper in the circumstances because theIndemnitee has met the applicable standard of conduct, nor an actual determination by theCorporation pursuant to Section (f) of this Article SIXTH that the Indemnitee has not metsuch applicable standard of conduct, shall be a defense to the action or create apresumption that the Indemnitee has not met the applicable standard of conduct. TheIndemnitee’s expenses (including attorneys’ fees) incurred in connection with successfullyestablishing his right to indemnification, in whole or in part, in any such proceedingshall also be indemnified by the Corporation.     (h) Limitations. Notwithstanding anything to the contrary in this Article,except as set forth in Section (g) of the Article SIXTH, the Corporation shall notindemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by theIndemnitee unless the initiation thereof was approved by the Board of Directors of theCorporation. Notwithstanding anything to the contrary in this Article, the Corporationshall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from theproceeds of insurance, and in the event the Corporation makes any indemnification paymentsto an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds ofinsurance, such Indemnitee shall promptly refund such indemnification payments to theCorporation to the extent of such insurance reimbursement.     (i) Subsequent Amendment. No amendment, termination or repeal of thisArticle or of the relevant provisions of the General Corporation Law of Delaware or anyother applicable laws shall affect or diminish in any way the rights of any Indemnitee toindemnification under the provisions hereof with respect to any action, suit, proceeding orinvestigation arising out of or relating to any actions,
 

 
transactions or facts occurring prior to the final adoption of such amendment,termination or repeal.     (j) Other Rights. The indemnification and advancement of expenses providedby this Article shall not be deemed exclusive of any other rights to which an Indemniteeseeking indemnification or advancement of expenses may be entitled under any law (common orstatutory), agreement or vote of stockholders or disinterested directors or otherwise, bothas to action in his official capacity and as to action in any other capacity while holdingoffice for the Corporation, and shall continue as to an Indemnitee who has ceased to be adirector or officer, and shall inure to the benefit of the estate, heirs, executors andadministrators of the Indemnitee. Nothing contained in this Article shall be deemed toprohibit, and the Corporation is specifically authorized to enter into, agreements withofficers and directors providing indemnification rights and procedures different from thoseset forth in this Article. In addition, the Corporation may, to the extent authorized fromtime to time by its Board of Directors, grant indemnification rights to other employees oragents of the Corporation or other persons serving the Corporation and such rights may beequivalent to, or greater or less than, those set forth in this Article.     (k) Partial Indemnification. If an Indemnitee is entitled under anyprovision of this Article to indemnification by the Corporation for some or a portion ofthe expenses (including attorneys’ fees), judgments, fines or amounts paid in settlementactually and reasonably incurred by him or on his behalf in connection with any action,suit, proceeding or investigation and any appeal therefrom but not, however, for the totalamount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portionof such expenses (including attorneys’ fees), judgments, fines or amounts paid insettlement to which the Indemnitee is entitled.          SEVENTH: Subject to Section (i) of Article SIXTH, the Corporation reserves the rightto amend or repeal any provision contained in this Certificate of Incorporation in the manner nowor hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred uponstockholders or directors are granted subject to this reservation.