**ARTICLE III**Corporate Purpose               The purpose of the Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State of Delaware (the“DGCL”).**ARTICLE IV**Capital Stock               Section 1. Shares, Classes and Series Authorized. The total number of shares of all classesof capital stock which the Corporation shall have authority to issue is 606,001,000 shares,consisting of: (a) 600,000,000 shares of Class A Common Stock, par value $0.01 per share (the“Class A Common Stock”); (b) 1,000 shares of Class B Common Stock, par value $0.01 pershare (the “Class B Common Stock”); and (c) 6,000,000 shares of Preferred Stock, par value$0.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafterprovided. The Class A Common Stock and the Class B Common Stock shall hereinafter collectively becalled the “Common Stock”. The number of authorized shares of any class or classes of capitalstock of the Corporation may be increased or decreased (but not below the number of shares thereofthen outstanding) by the affirmative vote of the holders of a majority of the voting power of theCommon Stock, voting together as a single class, irrespective of the provisions of Section242(b)(2) of the DGCL or any corresponding provision hereinafter enacted.               Section 2. Preferred Stock. Authority is hereby expressly vested in the Board of Directorsof the Corporation (the “Board”), subject to the provisions of this Article IV and to thelimitations prescribed by law, without shareholder action, to authorize the issue from time to timeof one or more series of Preferred Stock and with respect to each such series to fix by resolutionor resolutions adopted by the affirmative vote of the Board providing for the issue of such seriesthe voting powers, full or limited, if any, of the shares of such series and the designations,preferences and relative, participating, optional or other special rights and the qualifications,limitations or restrictions thereof. The authority of the Board with respect to each series shallinclude, but not be limited to, the determination or fixing of the following:          (i) thedesignation and number of shares of such series;          (ii) the dividend rate of such series, the conditions and dates upon which suchdividends shall be payable, the relation which such dividends shall bear to the dividendspayable on any other class or classes or series of the Corporation’s capital stock, andwhether such dividends shall be cumulative or non-cumulative;          (iii) whether the shares of such series shall be subject to redemption for cash,property or rights, including securities of the Corporation or of any other corporation, bythe Corporation at the option of either the Corporation or the holder or both or uponthe
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happening of a specified event, and, if made subject to any such redemption, the timesor events, prices and other terms and conditions of such redemption;     (iv) the terms and amount of any sinking fund provided for the purchase or redemptionof the shares of such series;     (v) whether or not the shares of such series shall be convertible into, or exchangeablefor, at the option of either the holder or the Corporation or upon the happening of aspecified event, shares of any other class or classes or of any other series of the same orany other class or classes of the Corporation’s capital stock, and, if provision be made forconversion or exchange, the times or events, prices, rates, adjustments and other terms andconditions of such conversions or exchanges;     (vi) the restrictions, if any, on the issue or reissue of any additional PreferredStock;     (vii) the rights of the holders of the shares of such series upon the voluntary orinvoluntary liquidation, dissolution or winding-up of the Corporation; and     (viii) the provisions, if any, as to voting (which may be one or more votes per shareor a fraction of a vote per share), optional and/or other special rights and preferences, ifany.          Section 3. Common Stock; Voting; Directors. (a) Rights and Privileges; VotingRights. (i) All shares of Common Stock will be identical in all respects and will entitle theholders thereof to the same rights and privileges, except as otherwise provided in this SecondAmended and Restated Certificate of Incorporation or as otherwise provided by law.     (ii) The shares of Common Stock shall entitle the holders thereof to the followingvoting rights:     (1) Each share of Class A Common Stock shall entitle the holder thereofto one (1) vote in person or by proxy on all matters submitted to a vote ofthe stockholders of the Corporation.     (2) Each share of Class B Common Stock shall entitle the holder thereofto the following number of votes in person or by proxy on all matterssubmitted to a vote of the stockholders of the Corporation: ten (10)multiplied by the sum of (A) the aggregate number of shares of Class BCommon Stock held by such holder and (B) (I) the product of (x) theOwnership Interest, as such term is defined in the Calamos Holdings LLC(“CHLLC”) Limited Liability Company Agreement as amended (the“LLC Agreement”) (any such Ownership Interest, an “OwnershipInterest”), of such holder, taken to eight decimal places, and(y) 100,000,000, divided by (II) the number of shares of Class B CommonStock owned by such holder. In the event the Class B Common Stock issubdivided (by any stock split, stock dividend, reclassification,recapitalization or otherwise) or combined (by reverse stock split,
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reclassification, recapitalization or otherwise) the factor in subclause(y) of this provision shall be proportionately adjusted.     (3) For so long as Class B Common Stock remains issued and outstanding,the holders of the Class B Common Stock, voting separately as a class, shallbe entitled to elect such number of directors of the Board as set out in theby-laws of the Corporation, which shall in no event be less than two (2)directors (each a “Class B Director”), and all remaining directorsshall be elected by the vote of the holders of the Common Stock, votingtogether as a single class.     (4) Except as otherwise required in this Second Amended and RestatedCertificate of Incorporation or the by-laws of the Corporation or byapplicable law, the holders of shares of Common Stock shall vote together asa single class on all matters submitted to a vote of stockholders of theCorporation (or if any holders of shares of Preferred Stock are entitled tovote together with the holders of Common Stock, as a single class with suchholders of shares of Preferred Stock).          (b) Dividends and Distributions.     (i) Subject to the preferences applicable to Preferred Stock, if any, outstanding atany time, the holders of shares of Common Stock shall be entitled to receive such dividendsand other distributions in cash, property or shares of stock of the Corporation as may bedeclared thereon by the Corporation’s Board from time to time out of assets or funds of theCorporation legally available therefor; provided that, subject to the provisions ofthis Section, the Corporation shall not pay dividends or make distributions to any holdersof any class of Common Stock unless simultaneously with such dividend or distribution, asthe case may be, the Corporation makes the same dividend or distribution with respect toeach outstanding share of Common Stock regardless of class.     (ii) In the case of dividends or other distributions payable in Class A Common Stock orClass B Common Stock including distributions pursuant to stock splits or divisions of ClassA Common Stock or Class B Common Stock which occur after the first date upon which theCorporation has issued any shares of Class A Common Stock or Class B Common Stock, onlyshares of Class A Common Stock shall be distributed with respect to Class A Common Stock andonly shares of Class B Common Stock shall be distributed with respect to Class B CommonStock. In the case of any such dividend or distribution payable in shares of Class A CommonStock or Class B Common Stock, the number of shares of each class of Common Stock payableper share of such class of Common Stock shall be equal in number.     (iii) In the case of dividends or other distributions consisting of other votingsecurities of the Corporation or of voting securities of any corporation which is a whollyowned subsidiary of the Corporation, the Corporation shall declare and pay such dividends intwo separate classes of such voting securities, identical in all respects,
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except that: (1)the voting rights of each such security paid to the holders of Class B Common Stock, whencompared to the voting rights of each such security paid to the holders of Class A CommonStock, shall have voting rights determined pursuant to the same formula as provided inArticle IV, Section 3(a)(ii)(2) above; and (2) such security paid to the holders of Class BCommon Stock shall convert into the security paid to the holders of Class A Common Stockupon the same terms and conditions applicable to the conversion of Class B Common Stock intoClass A Common Stock and shall have the same restrictions on transfer and ownershipapplicable to the transfer and ownership of Class B Common Stock.     (iv) In the case of dividends or other distributions consisting of securitiesconvertible into, or exchangeable for, voting securities of the Corporation or votingsecurities of another corporation which is a wholly owned subsidiary of the Corporation, theCorporation shall provide that such convertible or exchangeable securities and theunderlying securities be identical in all respects (including, without limitation, theconversion or exchange rate), except that: (1) the voting rights of each security underlyingthe convertible or exchangeable security paid to the holders of Class B Common Stock, whencompared to the voting rights of each security underlying the convertible or exchangeablesecurity paid to the holders of the Class A Common Stock, shall have voting rightsdetermined pursuant to the same formula as provided in Article IV, Section 3(a)(ii)(2)above; and (2) such securities underlying the convertible or exchangeable securities paid tothe holders of the Class B Common Stock shall convert into the securities underlying theconvertible or exchangeable securities paid to the holders of Class A Common Stock upon thesame terms and conditions applicable to the conversion of Class B Common Stock into Class ACommon Stock and shall have the same restrictions on transfer and ownership applicable tothe transfer and ownership of the Class B Common Stock.          (c) Conversion of Class B Common Stock; Exchange of Ownership Interests.     (i) Each holder of Class B Common Stock shall be entitled to convert, at any time andfrom time to time, any or all of the shares of such holder’s Class B Common Stock, on aone-for-one basis, into the same number of fully paid and non-assessable shares of Class ACommon Stock. Such right shall be exercised by the surrender to the Corporation of thecertificate or certificates representing the shares of Class B Common Stock to be convertedat any time during normal business hours at the principal executive offices of theCorporation or at the office of the Corporation’s transfer agent (the “TransferAgent”), accompanied by a written notice of the holder of such shares stating that suchholder desires to convert such shares, or a stated number of the shares represented by suchcertificate or certificates, into an equal number of shares of Class A Common Stock, and (ifso required by the Corporation or the Transfer Agent) by instruments of transfer, in formsatisfactory to the Corporation and to the Transfer Agent,duly executed by such holder or such holder’s duly authorized attorney, and transfertax stamps or funds therefor, if required pursuant to Article IV, Section 3(c)(ix) below.     (ii) Subject to adjustment as provided in Article IV, Section 3(d) below, each holder(other than the Corporation) of an Ownership Interest (an “Exchanging Holder”)
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shall be entitled to exchange, at any time and from time to time, any or all of such holder’sOwnership Interests, into the number of fully paid and non-assessable shares of Class ACommon Stock determined by: (1) Multiplying:    (a)     the sum of (i) number of outstanding shares of Class A CommonStock and (ii) the number of outstanding shares of Class B CommonStock, by    (b)     the fair market value of a share of class A Common Stock whichshall be determined for purposes of this subsection as follows:(i) at such time as the shares of the Class A Common Stock aretraded through the Nasdaq Stock Market or a national stock exchange(an “Exchange”), fair market value shall, except asotherwise determined by a majority of the independent directors ofthe Board, be equal to the closing price (without reference to afterhours or extended hours trading) on the determination date for salesmade and reported through the Exchange on which the shares are thenlisted and which constitutes the principal market for the shares or,if no sales of shares shall have been so reported with respect tothat day, on the next preceding day with respect to which sales werereported; or (ii) at such time as the shares are not so tradedthrough an Exchange, fair market value shall be equal to such amountas a majority of the independent directors of the Board, in theirsole discretion, shall determine (the “FMV Per Share”);    with the product being the Corporation’s total market value (the “TotalMarket Value”);  (2) Subtracting from the Total Market Value the value ofthe net assets of the Corporation other than its Ownership Interest, asdetermined by a majority of the independent directors of the Board,provided that if such value is less than zero, then the value of saidnet assets shall be zero for purposes of this subsection;    with the result being the imputed CHLLC portion of the Corporation’sTotal Market Value (the “CAM Imputed CHLLC Value”);  (3) Dividing the CAM Imputed CHLLC Value by theCorporation’s Ownership Interest, taken to eight decimal places, toarrive at thetotal imputed CHLLC enterprise value (the “Imputed CHLLCEnterprise Value”);  (4) Multiplying the Imputed CHLLC Enterprise Value by theOwnership Interest, taken to eight decimal places, being exchanged
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   bythe Exchanging Holder to arrive at the value of the exchanged interest(the “CHLLC Exchanged Interest Value ”); and  (5) Dividing the CHLLC Exchanged Interest Value by the FMVPer Share as determined in Section (3)(c)(ii)(1)(b) above with theabsolute value of the quotient being the number of shares of Class ACommon Stock into which the exchanged Ownership Interest shall beexchanged (the “Class A Shares Number”).     In the event the CHLLC Exchanged Interest Value determined above is a negative number,the Exchanging Holder shall also be obligated to deliver to the Corporation cash or otherassets (including shares of Class A Common Stock) in an amount equal to two (2) times thedollar amount of the absolute value of CHLLC Exchanged Interest Value along with theOwnership Interest being exchanged, in return for that number of shares of Class A CommonStock of the Corporation equal to the Class A Shares Number.     (iii) Such right shall be exercised by the surrender to the Corporation of thecertificate or certificates representing the Ownership Interest to be exchanged at any timeduring normal business hours at the principal executive offices of the Corporation or at theoffice of the Transfer Agent, accompanied by a written notice of the Exchanging Holderstating that such Exchanging Holder desires to exchange such Ownership Interest, or a statedportion of such Ownership Interests represented by such certificate or certificates, into ofshares of Class A Common Stock, funds (if applicable), and by instruments of transfer to theCorporation, in form satisfactory to the Corporation and to the Transfer Agent, dulyexecuted by such Exchanging Holder or such Exchanging Holder ‘s duly authorized attorney,and transfer tax stamps or funds if required pursuant to Article IV, Section 3(c)(ix) below.     (iv) Each share of Class B Common Stock transferred by one or more CFP PermittedTransferees (as defined below) to one or more persons or entities other than CFP PermittedTransferees shall automatically convert into one (1) fully paid and non-assessable share ofClass A Common Stock upon such disposition; provided that no such conversion shalloccur solely as a result of the pledge or hypothecation of any Class B Common Stock by a CFPPermitted Transferee or the pledge, hypothecation, short sale, put, call, option or othercontract or arrangement in connection with any hedging or other derivative transaction withrespect to any Class B Common Stock by a CFP Permitted Transferee. “CFP PermittedTransferee” shall have the meaning ascribed thereto in the LLC Agreement.     (v) If at any time the sum of (1) the aggregate Ownership Interests owned by theholders of the Class B Common Stock and (2) the product of (A) (I) the sum of (x) the numberof shares of Class B Common Stock outstanding and (y) the number ofshares of Class A Common Stock held by the holders of such Class B Common Stock,divided by (II) the total number of shares of Class A Common Stock and Class B Common Stockoutstanding; and (B) the Ownership Interest owned by the Corporation, constitutes less thanfifteen percent (15%) of all then existing Ownership Interests, then each share of Class BCommon Stock then issued and outstanding shall thereupon be
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converted automatically as ofsuch date into one (1) fully paid and non-assessable share of Class A Common Stock. Uponthe determination by the Corporation that such automatic conversion has occurred, notice ofsuch automatic conversion shall be given by the Corporation by means of a press release andwritten notice to all holders of Class B Common Stock, and shall be given as soon aspracticable, and the Secretary of the Corporation shall be instructed to, and shallpromptly, request from each holder of Class B Common Stock that each such holder promptlydeliver, and each such holder shall promptly deliver, the certificate representing each suchshare of Class B Common Stock to the Corporation for exchange hereunder, together withinstruments of transfer, in form satisfactory to the Corporation and the Transfer Agent,duly executed by such holder or such holder’s duly authorized attorney, together withtransfer tax stamps or funds if required pursuant to Article IV, Section 3(c)(ix) below.The Class B Directors shall remain on the Board until the next annual meeting ofstockholders following the automatic conversion of the Class B Common Stock at which meetingthe Class B Directors may be replaced by directors elected by the vote of the holders of theCommon Stock, voting together as a single class, or the Board may reduce the size of theBoard. If a Class B Director resigns upon or following such automatic conversion of theClass B Common Stock and prior to such annual meeting, the vacancy may be filled by theBoard, without the approval of the other Class B Director, or the Board may reduce the sizeof the Board by such resignation.     (vi) As promptly as practicable following the surrender for conversion of a certificaterepresenting shares of Class B Common Stock in the manner provided in Article IV, Section3(c)(i),(iv) or (v) above, or the surrender for exchange of a certificate representingOwnership Interests in the manner provided in Article IV, Section 3(c)(iii) above, asapplicable, and the payment in cash of any amount required by the provisions of Article IV,the Corporation shall deliver or cause to be delivered at the office of the Transfer Agent,a certificate or certificates representing the number of shares of Class A Common Stockissuable upon such conversion or exchange, issued in such name or names as such holder maydirect. Such conversion or exchange shall be deemed to have been effected immediately priorto the close of business on the date of the surrender of the certificate or certificatesrepresenting shares of Class B Common Stock or Ownership Interests, as the case may be,which date shall be the determination date for purposes of Section 3(c)(iii) above. Uponthe date any such conversion or exchange is made or effected, all rights of the holder ofsuch shares of Class B Common Stock or Ownership Interests as such holder shall cease, andthe person or persons in whose name or names the certificate or certificates representingthe shares of Class A Common Stock are to be issued shall be treated for all purposes ashaving become the record holder or holders of such shares of Class A Common Stock;provided, however, that if any such surrender and payment occurs on any datewhen the stock transfer books of the Corporation shall be closed, the person or persons inwhose name or names the certificate or certificates representing shares of Class A CommonStock are to be issued shall be deemed therecord holder or holders thereof for all purposes immediately prior to the close ofbusiness on the next succeeding day on which the stock transfer books are open.     (vii) In the event of a reclassification or other similar transaction as a result ofwhich the shares of Class A Common Stock are converted into another security, then a
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holderof Class B Common Stock or Ownership Interests shall be entitled to receive upon conversionor exchange the amount of such security that such holder would have received if suchconversion or exchange had occurred immediately prior to the effective date of suchreclassification or other similar transaction. No adjustments in respect of dividends shallbe made upon the conversion or exchange of any share of Class B Common Stock or OwnershipInterests; provided, however, that if a share of Class B Common Stock orOwnership Interests shall be converted or exchanged subsequent to the record date for thepayment of a dividend or other distribution on shares of Class B Common Stock or OwnershipInterests but prior to the date of such payment, then the registered holder of such share orOwnership Interests at the close of business on such record date shall be entitled toreceive the dividend or other distribution payable on such share or Ownership Interests onsuch payment date notwithstanding the conversion or exchange thereof or the default inpayment of the dividend or distribution due on such payment date.     (viii) The Corporation shall at all times reserve and keep available out of itsauthorized but unissued shares of Class A Common Stock, solely for the purpose of issuanceupon conversion or exchange of the outstanding shares of Class B Common Stock or OwnershipInterests, such number of shares of Class A Common Stock that shall be issuable upon theconversion of all such outstanding shares of Class B Common Stock and the exchange of allsuch outstanding Ownership Interests; provided that nothing contained herein shallbe construed to preclude the Corporation from satisfying its obligations in respect of theconversion or exchange of the outstanding shares of Class B Common Stock or OwnershipInterests by delivery of purchased shares of Class A Common Stock which are held in thetreasury of the Corporation. The Corporation covenants that if any shares of Class A CommonStock require registration with or approval of any governmental authority under any federalor state law before such shares of Class A Common Stock may be issued upon conversion orexchange, the Corporation shall cause such shares to be duly registered or approved, as thecase may be. The Corporation shall use commercially reasonable efforts to list the sharesof Class A Common Stock required to be delivered upon conversion or exchange prior to suchdelivery upon each national securities exchange or inter-dealer quotation system upon whichthe outstanding Class A Common Stock is listed or traded at the time of such delivery. TheCorporation covenants that all shares of Class A Common Stock that shall be issued uponconversion or exchange of the shares of Class B Common Stock or Ownership Interests will,upon issue, be validly issued, fully paid and non-assessable.     (ix) The issuance of certificates for shares of Class A Common Stock upon conversion orexchange of shares of Class B Common Stock or Ownership Interests shall be made withoutcharge to the holders of such shares or Ownership Interests for any stamp or other similartax in respect of such issuance; provided, however, that if any suchcertificate is to be issued in a name other than that of the holder of the share or sharesof Class B Common Stock converted or the Ownership Interests exchanged, then the personor persons requesting the issuance thereof shall pay to the Corporation the amount ofany tax that may be payable in respect of any transfer involved in such issuance or shallestablish to the satisfaction of the Corporation that such tax has been paid or is notpayable.
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     (x) Shares of Class B Common Stock that are converted into shares of Class A CommonStock as provided herein shall continue to be authorized shares of Class B Common Stock, andavailable for reissue by the Corporation; provided, however, that no sharesof Class B Common Stock shall be reissued except as expressly permitted by Article IV,Section 3(b) above and Article IV, Section 3(d) below.          (d) Stock Splits, Stock Dividends and Reclassifications. The Corporation shall not inany manner subdivide (by any stock split, stock dividend, reclassification, recapitalization orotherwise) or combine (by reverse stock split, reclassification, recapitalization or otherwise) theoutstanding shares of one class of Common Stock unless the outstanding shares of all classes ofCommon Stock shall be proportionately subdivided or combined.          (e) Options, Rights or Warrants.     (i) The Corporation shall not make any offering of options, rights or warrants tosubscribe for shares of Class B Common Stock. If the Corporation makes an offering ofoptions, rights or warrants to subscribe for shares of any class or classes of capitalstock, other than Class B Common Stock, to all holders of a class of Common Stock, then theCorporation shall simultaneously make an identical offering to all holders of the otherclass of Common Stock other than to any class of Common Stock the holders of which, votingas a separate class, determine that such offering need not be made to such class. All suchoptions, rights or warrants offerings shall offer the respective holders of Class A CommonStock and Class B Common Stock the right to subscribe at the same rate per share.     (ii) Subject to Article IV, Sections 3(c)(v) and 3(e)(i) above, the Corporation shallhave the power to create and issue, whether or not in connection with the issue and sale ofany shares of stock or other securities of the Corporation, rights or options entitling theholders thereof to purchase from the Corporation any shares of its capital stock of anyclass or classes at the time authorized (other than Class B Common Stock), such rights oroptions to have such terms and conditions, and to be evidenced by or in such instrument orinstruments, as shall be approved by the Board.          (f) Mergers, Consolidation, Etc. In the event that the Corporation shall enter intoany consolidation, merger, combination or other transaction in which shares of Common Stock areexchanged for or changed into other stock or securities, cash and/or any other property, then, andin such event, the shares of each class of Common Stock shall be exchanged for or changed into thesame amount of stock, securities, cash and/or any other property, as the case may be, into which orfor which each share of any other class of Common Stock is exchanged or changed; provided,however, that if shares of Common Stock are exchanged for or changed into shares of capitalstock, such shares so exchanged for or changed into may differ to the extent andonly to the extent that the Class A Common Stock and the Class B Common Stock differ asprovided herein.          (g) Liquidation Rights. In the event of any dissolution, liquidation or winding-up ofthe affairs of the Corporation, whether voluntary or involuntary, after payment or provision forpayment of the debts and other liabilities of the Corporation and after making
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provision for theholders of each series of Preferred Stock, if any, the remaining assets and funds of theCorporation, if any, shall be divided among and paid ratably to the holders of the shares of theClass A Common Stock and the Class B Common Stock treated as a single class.          (h) No Preemptive Rights. Except as provided in Article IV, Section 3(e) above, theholders of shares of Common Stock are not entitled to any preemptive right to subscribe for,purchase or receive any part of any new or additional issue of stock of any class, whether now orhereafter authorized, or of bonds, debentures or other securities convertible into or exchangeablefor stock.**ARTICLE V**Directors          Section 1. Removal of Directors. Any director (other than a Class B Director) may be removedfrom office for cause at any time by the affirmative vote of the holders of record of outstandingshares representing at least a majority of the voting power of the Common Stock and the PreferredStock, voting together as a single class. Any Class B Director may be removed from office at anytime, with or without cause, by the affirmative vote of the holders of record of outstanding sharesof Class B Common Stock representing at least a majority of the voting power of the Class B CommonStock, voting separately as a class.          Section 2. Vacancies in the Board. Any vacancy on the Board resulting from death,resignation, disqualification, removal or other causes with respect to any director (other than aClass B Director), and any newly created directorships resulting from any increase in the number ofdirectors (other than Class B Directors), shall be filled by the affirmative vote of a majority ofthe remaining directors (even if less than a quorum of the Board), subject to the approval of theClass B Directors. Subject to Article IV, Section 3(c)(v), any vacancy on the Board resulting fromthe death, resignation, disqualification, removal or other causes with respect to a Class BDirector shall be filled only by the affirmative vote of the remaining Class B Directors then inoffice or by the sole remaining Class B Director. In the absence of a sole remaining Class BDirector, such vacancies shall be filled by a majority vote of the holders of the Class B CommonStock, voting separately as a class. Any director elected in accordance with the precedingsentences shall hold office for the remainder of the full term of the director for which thevacancy was created or occurred and until such director’s successor shall have been duly electedand qualified. A vacancy in the Board shall be deemed to exist in the case of the death, removalor resignation of any director.**ARTICLE VI**Limitation of Directors’ Liability; Indemnification by Corporation; Insurance          Section 1. Limitation of Directors’ Liability. (a) No director of the Corporation shall bepersonally liable to the Corporation or its stockholders for monetary damages for breach offiduciary duty as a director, except, to the extent provided by applicable law, for liability (i)for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for actsor omissions not in good faith or which involve intentional misconduct or a knowing violation of
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law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the directorderived an improper personal benefit. If the DGCL is hereafter amended to authorize corporateaction further limiting or eliminating the personal liability of directors, then the liability ofeach director of the Corporation shall be limited or eliminated to the full extent permitted by theDGCL as so amended from time to time.          (b) Neither the amendment nor repeal of this Article VI, Section 1, nor the adoption of anyprovision of this Amended and Restated Certificate of Incorporation inconsistent with this ArticleVI, Section 1, shall eliminate or reduce the effect of this Article VI, Section 1, in respect ofany matter occurring, or any cause of action, suit or claim that, but for this Article VI, Section1, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.          Section 2.  Indemnification by Corporation. (a) Subject to Article VI, Section 2(d) below,the Corporation shall indemnify any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by or in the right of the Corporation) byreason of the fact that the person is or was a director, officer, employee or agent of theCorporation, 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,against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by the person in connection with such action, suit orproceeding if the person acted in good faith and in a manner the person reasonably believed to bein, or not opposed to, the best interests of the Corporation, and, with respect to any criminalaction or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. Thetermination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon aplea of nolo contendere or its equivalent, shall not, of itself, create a presumption that theperson did not act in good faith and in a manner which the person reasonably believed to be in ornot opposed to the best interests of the Corporation, and, with respect to any criminal action orproceeding, had reasonable cause to believe that the person’s conduct was unlawful.          (b) Subject to Article VI, Section 2(d) below, the Corporation shall indemnify any person whowas or is a party or is threatened to be made a party to any threatened, pending or completedaction or suit by or in the right of the Corporation to procure a judgment in its favor by reasonof the fact that the person is or was a director, officer, employee or agent of theCorporation, 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 enterpriseagainst expenses (including reasonable attorneys’ fees) actually and reasonably incurred by theperson in connection with the defense or settlement of such action or suit if the person acted ingood faith and in a manner the person reasonably believed to be in or not opposed to the bestinterests of the Corporation and except that no indemnification shall be made in respect of anyclaim, issue or matter as to which such person shall have been adjudged to be liable to theCorporation unless and only to the extent that the Court of Chancery of the State of Delaware orthe court in which such action or suit was brought shall determine upon application that, despitethe adjudication of liability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or suchother court shall deem proper.
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          (c) To the extent that a present or former director or officer of the Corporation has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding referred to inArticle VI, Sections 2(a) and (b), or in defense of any claim, issue or matter therein, such personshall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurredby such person in connection therewith.          (d) Any indemnification under Article VI, Sections 2(a) and (b) (unless ordered by a court)shall be made by the Corporation only as authorized in the specific case upon a determination thatindemnification of the present or former director, officer, employee or agent is proper in thecircumstances because the person has met the applicable standard of conduct set forth in ArticleVI, Sections 2(a) and (b). Such determination shall be made, with respect to a person who is adirector or officer at the time of such determination, (i) by a majority vote of the directors whoare not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by acommittee of such directors designated by majority vote of such directors, even though less than aquorum, or (iii) if there are no such directors, or if such directors so direct, by independentlegal counsel in a written opinion, or (iv) by the stockholders of the Corporation. Suchdetermination shall be made, with respect to former directors, officers, employees and agents, byany person or persons having the authority to act on the matter on behalf of the Corporation.          (e) Expenses (including reasonable attorneys’ fees) incurred by an officer, director, employeeor agent in defending any civil, criminal, administrative or investigative action, suit orproceeding may be paid by the Corporation in advance of the final disposition of such action, suitor proceeding upon receipt of an undertaking by or on behalf of such director or officer to repaysuch amount if it shall ultimately be determined that such person is not entitled to be indemnifiedby the Corporation pursuant to this Article VI. Such expenses (including reasonable attorneys’fees) incurred by former directors and officers or other employees and agents may be so paid uponsuch terms and conditions, if any, as the Corporation deems appropriate.          (f) The indemnification and advancement of expenses provided by, or granted pursuant to, thisArticle VI shall not be deemed exclusive of any other rights to which those seeking indemnificationor advancement of expenses may be entitled under any law, bylaw,agreement, vote of stockholders or disinterested directors or otherwise, both as to action insuch person’s official capacity and as to action in another capacity while holding such office.          (g) For purposes of this Article VI, references to “the Corporation” shall include, inaddition to the resulting corporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, and employees or agents sothat any person who is or was a director, officer, employee or agent of such constituentcorporation, or is or was serving at the request of such constituent corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under the provisions of this Article VI with respectto the resulting or surviving corporation as such person would have with respect to suchconstituent corporation if its separate existence had continued.
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          (h) For purposes of this Article VI, references to “other enterprises” shall include employeebenefit plans; references to “fines” shall include any excise taxes assessed on a person withrespect to an employee benefit plan; and references to “serving at the request of the Corporation”shall include any service as a director, officer, employee or agent of the Corporation whichimposes duties on, or involves service by, such director, officer, employee or agent with respectto an employee benefit plan, its participants, or beneficiaries; and a person who acted in goodfaith and in a manner such person reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed tothe best interests of the Corporation” as referred to in this Article VI.          (i) The indemnification and advancement of expenses provided by, or granted pursuant to, thisArticle VI shall, unless otherwise provided when authorized or ratified, continue as to a personwho has ceased to be a director, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.          Section 3. Insurance. The Corporation may purchase and maintain insurance on behalf of anyperson who is or was a director, officer, employee or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, trustee, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise against any liabilityasserted against such person and incurred by such person in any such capacity, or arising out ofsuch person’s status as such, whether or not the Corporation would have the power to indemnify suchperson against such liability under the provisions of Section 145 of the DGCL.**ARTICLE VII**By-laws          The Board shall have the power to adopt, amend or repeal by-laws of the Corporation inaccordance with the terms of the by-laws.**ARTICLE VIII**Reorganization          Whenever a compromise or arrangement is proposed between this Corporation and its creditors orany class of them and/or between this Corporation and its stockholders or any class of them, anycourt of equitable jurisdiction within the State of Delaware may, on the application in a summaryway of this Corporation or of any creditor or stockholder thereof or on the application of anyreceiver or receivers appointed for this Corporation under Section 291 of Title 8 of the DGCL or onthe application of trustees in dissolution or of any receiver or receivers appointed for thisCorporation under Section 279 of Title 8 of the DGCL order a meeting of the creditors or class ofcreditors, and/or of the stockholders or class of stockholders of this Corporation, as the case maybe, to be summoned in such manner as the said court directs. If a majority in number representingthree-fourths in value of the creditors or class of creditors, and/or of the stockholders or classof stockholders of this Corporation, as the case may be, agree to any compromise or arrangement andto any reorganization of this Corporation as a consequence of such compromise or arrangement, thesaid compromise or arrangement and the
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said reorganization shall, if sanctioned by the court towhich the said application has been made, be binding on all the creditors or class of creditors,and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be,and also on this Corporation.**ARTICLE IX**Business Combination Statute          Section 1. Business Combinations. The Corporation hereby elects not to be governedby Section 203 of the DGCL.**ARTICLE X**Corporate Opportunity and Conflict of Interest Policies          Section 1. Overview. In recognition that (i) Calamos Family Partners (or one or moreof John P. Calamos, Sr., Nick P. Calamos and John P. Calamos, Jr. beneficially) is expected toremain a substantial shareholder of the Corporation, (ii) the CAM Group, Calamos Family Partnersand other Calamos Persons may engage in the same areas of corporate opportunities, and(iii) benefits shall be derived by the CAM Group through its continued contractual, corporate andbusiness relations with Calamos Family Partners and other Calamos Persons (including possibleservices of officers and directors of Calamos Family Partners or any other Calamos Person, asofficers and directors of the Corporation), the provisions of this Article X are set forth toregulate and define the conduct of certain affairs of the CAM Group as they may involve a CalamosPerson and their officers and directors, and the powers, rights, duties and liabilities of the CAMGroup and its officers, directors and stockholders in connection therewith.          Section 2. Definitions. For purposes of these provisions:          “Calamos Family Partners” means Calamos Family Partners, Inc.          “Calamos Person” means (i) Calamos Family Partners, (ii) each of John P. Calamos, Sr.,Nick P. Calamos and John P. Calamos, Jr., (iii) any member of the immediate families of John P.Calamos, Sr., Nick P. Calamos and John P. Calamos, Jr. who is at the time an officer or director ofthe Corporation, (iv) each of the John P. Calamos 1985 Trust dated August 21, 1985 and The John P.Calamos, Jr. NonGST Trust dated November 17, 2004, and (v) any Person in which one or more of thePersons qualifying as a Calamos Person pursuant to clauses (i), (ii), (iii) or (iv) abovebeneficially own a controlling interest in the outstanding voting securities or comparableinterests.          “CAM Group” means the Corporation, Calamos Holdings LLC and their respectiveSubsidiaries.          “control” means, with respect to the relationship between or among two or morePersons, the possession, directly or indirectly or as trustee, personal representative or executor,of the power to direct or cause the direction of the affairs or management of a Person, whether
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through the ownership of voting securities, as trustee, personal representative or executor, bycontract, credit arrangement or otherwise.          “Corporate Opportunities” means, with respect to opportunities potentially allocableto the CAM Group, business opportunities that (i) the CAM Group is financially able to undertake,(ii) are, from their nature, in the line or lines of business of a member of the CAM Group and areof practical advantage to a member of the CAM Group, and (iii) are ones in which a member of theCAM Group has an interest or a reasonable expectancy; provided, however, that“Corporate Opportunities” do not include (i) transactions in which the CAM Group or a CalamosPerson is permitted to participate pursuant to any agreement between the CAM Group and such CalamosPerson that is entered into with the affirmative vote of a majority of the independent directors ofthe Board or of any committee thereof, even if the independent directors are less than a quorum,and (ii) passive investments.          “Person” means any individual, partnership, firm, corporation, limited liabilitycompany, association, trust, unincorporated organization or other entity, as well as any syndicateor group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Actof 1934, as amended.          “Subsidiaries” means, with respect to any Person, any and all corporations,partnerships, limited liability companies, joint ventures, associations and other entitiescontrolled by such Person directly or indirectly through one or more intermediaries.          Section 3. Corporate Opportunity Policy. (a) If a Calamos Person acquires knowledgeof a potential transaction or a matter which is a Corporate Opportunity, such Calamos Person shallhave a duty to communicatethat Corporate Opportunity to the Corporation, in which case the Corporate Opportunity shallbelong to the CAM Group.          (b) In the event that a director or officer of the CAM Group (other than a Calamos Person)who is also a director or officer of an entity which is at the time a Calamos Person acquiresknowledge of a potential transaction or matter which may be a Corporate Opportunity for both aCalamos Person and the CAM Group, such Corporate Opportunity shall belong to the CAM Group, unlessthe Corporate Opportunity is expressly offered to such individual primarily in his or her capacityas a director or officer of such entity which is at the time a Calamos Person, in which case theCorporate Opportunity shall belong to such Calamos Person to the same extent as if the CorporateOpportunity came directly to such Calamos Person.          (c) Any director or officer of the CAM Group (other than a Calamos Person) who acts inaccordance with the foregoing policies (i) shall be deemed fully to have satisfied his or herfiduciary duties, including the duty of loyalty, to the CAM Group and its stockholders with respectto such Corporate Opportunity and not to have derived an improper benefit therefrom; (ii) shall notbe liable to the CAM Group or its stockholders for any breach of fiduciary duty by reason of thefact that a Calamos Person pursues or acquires such Corporate Opportunity or directs such CorporateOpportunity to another Person or does not communicate information regarding such CorporateOpportunity to the CAM Group; and (iii) shall be deemed to have acted in good faith and in a mannerhe or she reasonably believes to be in the best interests of the CAM Group.
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          (d) Any Corporate Opportunity that belongs to a Calamos Person or to the CAM Group pursuantto the foregoing policy shall not be pursued by the other (or directed by the other to anotherPerson) unless and until such Calamos Person or the CAM Group, as the case may be, determines notto pursue the Corporate Opportunity. In the case of the CAM Group, any determination not to pursuea Corporate Opportunity must be approved by a majority of the independent directors of the Board orof any committee thereof, even if the independent directors are less than a quorum. If the partyto whom the Corporate Opportunity belongs does not, however, within a reasonable period of time,begin to pursue, or thereafter continue to pursue, such Corporate Opportunity diligently and ingood faith, the other party may pursue such Corporate Opportunity (or direct it to another Person).          (e) Notwithstanding anything in this Second Amended and Restated Certificate of Incorporationto the contrary, the foregoing provisions of this Article X shall expire on the date that allCalamos Persons cease to own beneficially Common Stock representing, in the aggregate, at least 30%of the total voting power of all classes of outstanding voting stock of the Corporation, votingtogether as a single class.          Section 4. Conflict of Interests Policy. No contract, agreement, arrangement ortransaction, or any amendment, modification or termination thereof, or any waiver of any rightthereunder, entered into, made, effected or given after the date on which this Second Amended andRestated Certificate of Incorporation becomes effective (each, a “Transaction”) between theCAM Group and (i) a Calamos Person, (ii) any entity in which a director of the CAM Group has afinancial interest (a “Related Entity”), or (iii) one or more of the directors or officers of the CAM Groupor any Related Entity; shall be voidable solely because any of the Persons listed in (i) through(iii) above are parties thereto, if the standard specified below is satisfied. Further, noTransaction shall be voidable solely because any such directors or officers are present at orparticipate in the meeting of the Board or committee thereof that authorizes the Transaction orbecause their votes are counted for such purpose, if the standard specified is satisfied. Thatstandard shall be satisfied, and such Calamos Person, the Related Entity, and the directors andofficers of the CAM Group or the Related Entity (as applicable) shall be deemed to have actedreasonably and in good faith (to the extent such standard is applicable to such Person’s conduct)and to have fully satisfied any fiduciary duties, including the duty of loyalty, they may have tothe CAM Group and its stockholders with respect to such Transaction if any of the following threerequirements are met:     (i) the material facts as to the relationship or interest and as to the Transaction aredisclosed or known to the Board or the committee thereof that authorizes the Transaction,and the Board or such committee in good faith approves the Transaction by the affirmativevote of a majority of the independent directors of the Board or of such committee, even ifthe independent directors are less than a quorum;     (ii) the material facts as to the relationship or interest and as to the Transactionare disclosed or known to the holders of voting stock of the Corporation entitled to votethereon, and the Transaction is specifically approved by the vote of the holders of amajority of the voting power of the then outstanding voting stock of the Corporation notowned by such Calamos Person or such Related Entity, voting together as a single class; or
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     (iii) the Transaction is effected pursuant to guidelines that are in good faithapproved by a majority of the independent directors of the Board or of the applicablecommittee thereof or by vote of the holders of a majority of the voting power of the thenoutstanding voting stock of the Corporation not owned by such Calamos Person or such RelatedEntity, voting together as a single class.          Such Transaction authorized, approved or effected, and each of such guidelines so authorizedor approved, as described in (i), (ii) or (iii) above, shall be deemed to be entirely fair to theCAM Group and its stockholders, except that, if such authorization or approval is not obtained, orsuch Transaction is not so effected, no presumption shall arise that such Transaction or guidelineis not fair to the CAM Group and its stockholders.**ARTICLE XI**Amendment          The affirmative vote of the holders of at least a majority of the issued and outstandingCommon Stock, voting together as a single class, shall be required to amend or repeal this SecondAmended and Restated Certificate of Incorporation; provided, however, that no suchamendment shall adversely affect the rights of the holders of Class A Common Stock or Class BCommon Stock, respectively, unless the holders of such Class A Common Stock or Class B Common Stock, as the case may be, voting separately as a class, shall by majority voteapprove such amendment.
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          IN WITNESS WHEREOF, this Second Amended and Restated Certificate of Incorporation whichrestates, integrates and amends the provisions of the Amended and Restated Certificate ofIncorporation of the Corporation, and which has been duly adopted in accordance with Sections 228,242 and 245 of the DGCL, has been executed by an authorized officer of the Corporation as ofFebruary 19, 2009.      CALAMOS ASSET MANAGEMENT, INC.