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                                                                     Exhibit 4.1

                      RESTATED CERTIFICATE OF INCORPORATION
                           OF SKYWORKS SOLUTIONS, INC.
                                   AS AMENDED

       FIRST: The name of the Corporation is

                            Skyworks Solutions, Inc.

       SECOND: The Corporation's registered office in the State of Delaware is
located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New
Castle. The name and address of its registered agent is The Prentice-Hall
Corporation System, Inc., 2711 Centerville Road, Suite 400, City of Wilmington,
County of New Castle.

       THIRD: The nature of the business, or objects or purposes to be
transacted, promoted or carried on, are: To engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

       FOURTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 550,000,000, of which (i)
525,000,000 shares of the par value of $.25 each are to be of a class designated
Common Stock (the "Common Stock") and (ii) 25,000,000 shares without par value
are to be of a class designated Preferred Stock (the "Preferred Stock").

            In this Article Fourth, any reference to a section or paragraph,
without further attribution, within a provision relating to a particular class
of stock is intended to refer solely to the specified section or paragraph of
the other provisions relating to the same class of stock.

COMMON STOCK

       The Common Stock shall have the following voting powers, designations,
preferences and relative, participating, optional and other special rights, and
qualifications, limitations or restrictions thereof:

            1. DIVIDENDS. Subject to the rights of the holders of Preferred
       Stock, the holders of shares of the Common Stock shall be entitled to
       receive such dividends and distributions in equal amounts per share,
       payable in cash or otherwise, as may be declared thereon by the Board of
       Directors from time to time out of assets or funds of the Corporation
       legally available therefor.
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            2. RIGHTS ON LIQUIDATION. In the event of any liquidation,
       dissolution or winding-up of the Corporation, whether voluntary or
       involuntary, after the payment to creditors and the payment or setting
       apart for payment to the holders of any outstanding Preferred Stock of
       the full preferential amounts to which such holders are entitled as
       herein provided or referred to, all of the remaining assets of the
       Corporation shall belong to and be distributable in equal amounts per
       share to the holders of the Common Stock. For purposes of this paragraph
       2, a consolidation or merger of the Corporation with any other
       corporation, or the sale, transfer or lease of all or substantially all
       its assets shall not constitute or be deemed a liquidation, dissolution
       or winding-up of the Corporation.

            3. VOTING. Except as otherwise provided by the laws of the State of
       Delaware or by this Article Fourth, each share of Common Stock shall
       entitle the holder thereof to one vote.

PREFERRED STOCK

       The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in series and, by filing a certificate pursuant to
the applicable law of the State of Delaware (hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:

            (a) the designation of the series, which may be by distinguishing
       number, letter or title;

            (b) the number of shares of the series, which number the Board of
       Directors may thereafter (except where otherwise provided in the
       Preferred Stock Designation) increase or decrease (but not below the
       number of shares thereof then outstanding);

            (c) whether dividends, if any, shall be cumulative or noncumulative
       and the dividend rate of the series;

            (d) the dates at which dividends, if any, shall be payable;

            (e) the redemption rights and price or prices, if any, for shares of
       the series;

            (f) the terms and amount of any sinking fund provided for the
       purchase or redemption of shares of the series;

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            (g) the amounts payable on shares of the series in the event of any
       voluntary or involuntary liquidation, dissolution or winding up of the
       affairs of the Corporation;

            (h) whether the shares of the series shall be convertible into
       shares of any other class or series, or any other security, of the
       Corporation or any other corporation, and, if so, the specification of
       such other class or series or such other security, the conversion price
       or prices or rate or rates, any adjustments thereof, the date or dates as
       of which such shares shall be convertible and all other terms and
       conditions upon which such conversion may be made;

            (i) restrictions on the issuance of shares of the same series or of
       any other class or series; and

            (j) the voting rights, if any, of the holders of shares of the
       series; provided, that, except as otherwise provided by the laws of the
       State of Delaware, no share of Preferred Stock of any series shall be
       entitled to more than one vote per share of Preferred Stock.

       Except as may be provided in this Certificate of Incorporation or in a
Preferred Stock Designation, the Common Stock shall have the exclusive right to
vote for the election of directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the shares of all classes of stock of the Corporation
entitled to vote for the election of directors, considered for the purposes of
this Article Fourth as one class of stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.

       The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall have
notice thereof, except as expressly provided by applicable law.

       FIFTH: The Corporation is to have perpetual existence.

       SIXTH: The private property of the stockholders of the Corporation shall
not be subject to the payment of corporate debts to any extent whatever.

       SEVENTH: The number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total

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number of authorized directors (whether or not there exist any vacancies in
previously authorized directorships at the time any such resolution is presented
to the Board of Directors for adoption). At the 1983 annual meeting of
stockholders, the directors shall be divided into three classes, as nearly equal
in number as possible, with the term of office of the first class to expire at
the 1984 annual meeting of stockholders, the term of office of the second class
to expire at the 1985 annual meeting of stockholders and the term of office of
the third class to expire at the 1986 annual meeting of stockholders. At each
annual meeting of stockholders following such initial classification and
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election, unless, by reason of any intervening
changes in the authorized number of directors, the board shall designate one or
more of the then expiring directorships as directorships of another class in
order more nearly to achieve equality of number of directors among the classes.

       Notwithstanding the rule that the three classes shall be as nearly equal
in number of directors as possible, in the event of any change in the authorized
number of directors, each director then continuing to serve as such shall
nevertheless continue as a director of the class of which he is a member until
the expiration of his current term, or his prior death, resignation or removal.
If any newly created directorship may, consistently with the rule that the three
classes shall be as nearly equal in number of directors as possible, be
allocated to one of two or more classes, the Board of Directors shall allocate
it to that of the available classes whose term of office is due to expire at the
earliest date following such allocation.

       Vacancies resulting from any increase in the authorized number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the directors then in office, though
less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires. No decrease in the number of
authorized directors shall shorten the term of any incumbent director.

       Subject to the rights of the holders of any series of Preferred Stock or
any other series or class of stock, as provided herein or in any Preferred Stock
Designation, to elect additional directors under specific circumstances, any
director may be removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least a majority of the shares of all
classes of stock of the Corporation entitled to vote for the election of
directors, considered for the purposes of this Article Seventh as one class of
stock.

       No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for

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acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. No repeal or modification of this paragraph, directly
or by adoption of an inconsistent provision of this Certificate of
Incorporation, by the stockholders of the Corporation shall be effective with
respect to any cause of action, suit, claim or other matter that, but for this
paragraph, would accrue or arise prior to such repeal or modification.

       EIGHTH: Unless otherwise determined by the Board of Directors, no holder
of stock of the Corporation shall, as such holder, have any right to purchase or
subscribe for any stock of any class which the Corporation may issue or sell,
whether or not exchangeable for any stock of the Corporation of any class or
classes and whether out of unissued shares authorized by the Certificate of
Incorporation of the Corporation as originally filed or by any amendment thereof
or out of shares of stock of the Corporation acquired by it after the issue
thereof.

       NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of section 291 of the General Corporation Law of the State of
Delaware (the "GCL") or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
section 279 of the GCL order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which 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.

       TENTH:

            1. AMENDMENT OF CERTIFICATE OF INCORPORATION. The corporation
       reserves the right to amend, alter, change or repeal any provision
       contained in this Certificate of Incorporation, in the manner hereafter
       set forth, and all rights conferred upon stockholders herein are granted
       subject to this reservation.

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            A.   Except as provided in paragraphs 1(B) and (2) of this Article
                 Tenth and in Article Eleventh, any provision of this
                 Certificate of Incorporation may be amended, altered, changed
                 or repealed in the manner now or hereafter prescribed by the
                 statutes of the State of Delaware.

            B.   Notwithstanding any of the provisions of this Certificate of
                 Incorporation or any provision of law which might otherwise
                 permit a lesser vote or no vote, but in addition to any
                 affirmative vote of holders of any particular class or series
                 of stock of the Corporation required by law or this Certificate
                 of Incorporation, the affirmative vote of the holders of at
                 least the following percentages of the shares of all classes of
                 stock of the Corporation entitled to vote for the election of
                 directors, considered for this purpose as one class of stock,
                 shall be required to amend, alter, change or repeal, or to
                 adopt any provisions inconsistent with, the indicated
                 provisions of this Certificate of Incorporation:

                      (i)   80% in the case of Article Seventh or Article
                            Thirteenth; and

                      (ii)  90% in the case of Article Twelfth.

            The foregoing paragraphs 1(B)(i) and (ii) of this Article Tenth may
            not be amended so as to alter the stockholder vote required by
            either such paragraph or to adopt any provisions inconsistent with
            these provisions, except by an amendment that is itself approved by
            the affirmative vote of the holders of at least the percentage of
            all shares of all classes of stock of the Corporation as is required
            to amend the provision or provisions of this Certificate of
            Incorporation to which such amendment relates.

            2. BY-LAWS. The Board of Directors is expressly authorized to adopt,
       alter, amend and repeal the By-laws of the Corporation, in any manner not
       inconsistent with the laws of the State of Delaware or of the Certificate
       of Incorporation of the Corporation, subject to the power of the holders
       of capital stock of the Corporation to adopt, alter or repeal the By-laws
       made by the Board of Directors; provided, that any such adoption,
       amendment or repeal by stockholders shall require the affirmative vote of
       the holders of at least 66 2/3% of the shares of all classes of stock of
       the Corporation entitled to vote for the election of directors,
       considered for this purpose as one class of stock. This paragraph 2 of
       Article Tenth may not be amended so as to alter the stockholder vote
       specified hereby, nor may any provisions inconsistent with these
       provisions be adopted, except by an amendment that is itself approved by
       the affirmative vote of the holders of at least 66 2/3% of

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       the shares of all classes of stock of the Corporation entitled to vote
       for the election of directors, considered for this purpose as one class
       of stock.

       ELEVENTH:

            1. Except as set forth in paragraph 2 of this Article Eleventh, the
       affirmative vote or consent of the holders of 80% of the shares of all
       classes of stock of the Corporation entitled to vote for the election of
       directors, considered for the purposes of this Article as one class,
       shall be required (a) for the adoption of any agreement for the merger or
       consolidation of the Corporation with or into any Other Corporation (as
       hereinafter defined), or (b) to authorize any sale, lease, exchange,
       mortgage, pledge or other disposition of all, or substantially all of the
       assets of the Corporation or any Subsidiary (as hereinafter defined) to
       any Other Corporation, or (c) to authorize the issuance or transfer by
       the Corporation of any Substantial Amount (as hereinafter defined) of
       securities of the Corporation in exchange for the securities or assets of
       any Other Corporation. Such affirmative vote or consent shall be in
       addition to the vote or consent of the holders of the stock of the
       Corporation otherwise required by law, the Certificate of Incorporation
       of the Corporation or any agreement or contract to which the Corporation
       is a party.

            2. The provisions of paragraph 1 of this Article Eleventh shall not
       be applicable to any transaction described therein if such transaction is
       approved by resolution of the Board of Directors of the Corporation;
       provided that a majority of the members of the Board of Directors voting
       for the approval of such transaction were duly elected and acting members
       of the Board of Directors prior to the time any such Other Corporation
       may have become a Beneficial Owner (as hereinafter defined) of 5% or more
       of the shares of stock of the Corporation entitled to vote for the
       election of directors.

            3. For the purposes of paragraph 2 of this Article, the Board of
       Directors shall have the power and duty to determine for the purposes of
       this Article Eleventh, on the basis of information known to such Board,
       if and when any Other Corporation is the Beneficial Owner of 5% or more
       of the outstanding shares of stock of the Corporation entitled to vote
       for the election of directors. Any such determination shall be conclusive
       and binding for all purposes of this Article Eleventh.

            4. As used in this Article Eleventh, the following terms shall have
       the meanings indicated:

            "Other Corporation" means any person, firm, corporation or other
       entity, other than a subsidiary of the Corporation.

            "Subsidiary" means any corporation in which the Corporation owns,
       directly or indirectly, more than 50% of the voting securities.

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            "Substantial Amount" means any securities of the Corporation having
       a then fair market value of more than $500,000.

            An Other Corporation (as defined above) shall be deemed to be the
       "Beneficial Owner" of stock if such Other Corporation or any "affiliate"
       or "associate" of such Other Corporation (as those terms are defined in
       Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (15
       U.S.C. 78 aaa et seq.), as amended from time to time), directly or
       indirectly, controls the voting of such stock or has any options,
       warrants, conversion or other rights to acquire such stock.

            5. This Article Eleventh may not be amended, revised or revoked, in
       whole or in part, except by the affirmative vote or consent of the
       holders of 80% of the shares of all classes of stock of the Corporation
       entitled to vote for the election of directors, considered for the
       purposes of this Article Eleventh as one class of stock.

       TWELFTH:

            1. The following definitions shall apply for the purpose of this
       Article Twelfth only:

            A.   "Announcement Date" shall mean the date of first public
                 announcement of the proposal of a Business Combination.

            B.   "Business Combination" shall mean:

                      (i)   any merger or consolidation of the Corporation or
                            any Subsidiary with (a) any Related Person, or (b)
                            any other corporation (whether or not itself a
                            Related Person) which is, or after such merger or
                            consolidation would be, an Affiliate of a Related
                            Person; or

                      (ii)  any sale, lease, exchange, mortgage, pledge,
                            transfer or other disposition (in one transaction or
                            a series of transactions) to or with any Related
                            Person or any Affiliate of any Related Person of any
                            assets of the Corporation or any Subsidiary having
                            an aggregate Fair Market Value of $500,000 or more;
                            or

                      (iii) the issuance or transfer 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 Related Person or any
                            Affiliate of any Related Person in exchange for
                            cash, securities or other property (or a combination
                            thereof) having an aggregate Fair Market Value of
                            $500,000 or more; or

                      (iv)  the adoption of any plan or proposal for the
                            liquidation or dissolution of the Corporation
                            proposed by or on behalf of any Related Person or
                            any Affiliate of any Related Person; or

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                      (v)   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 the Related Person) which has
                            the effect, directly or indirectly, of increasing
                            the proportionate share of the outstanding shares of
                            any class of equity or convertible securities of the
                            Corporation or any Subsidiary which is directly or
                            indirectly owned by any Related Person or any
                            Affiliate of any Related Person.

            C.   "Consideration Received" shall mean the amount of cash and the
                 Fair Market Value, as of the Consummation Date, of
                 consideration other than cash received by the stockholder. In
                 the event of any Business Combination in which the Corporation
                 survives, the consideration other than cash shall include
                 shares of any class of outstanding Voting Stock retained by the
                 holders of such shares.

            D.   "Consummation Date" shall mean the date upon which the Business
                 Combination is consummated.

            E.   "Continuing Director" shall mean any member of the Board of
                 Directors of the Corporation who is unaffiliated with the
                 Related Person and who was a member of the Board of Directors
                 prior to the time that the Related Person became a Related
                 Person, and any successor of a Continuing Director who is
                 unaffiliated with the Related Person and is recommended to
                 succeed a Continuing Director by a majority of the Continuing
                 Directors then on the Board of Directors.

            F.   "Determination Date" shall mean the date upon which a Related
                 Person became a Related Person.

            G.   "Exchange Act" shall mean the Securities Exchange Act of 1934
                 as in effect on May 1, 1983.

            H.   "Fair Market Value" shall mean: (i) 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
                 principal United States securities exchange registered under
                 the Exchange Act 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

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                 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 the
                 Board of Directors in good faith; and (ii) 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.

            I.   "Related Person" shall mean any individual, firm, corporation
                 or other entity (other than the Corporation or any Subsidiary)
                 which, together with its Affiliates and Associates (as such
                 terms are defined in Rule 12b-2 under the Exchange Act) and
                 with any other individual, firm, corporation or other entity
                 (other than the Corporation or any Subsidiary) with which it or
                 they have any agreement, arrangement or understanding with
                 respect to acquiring, holding or disposing of Voting Stock,
                 beneficially owns (as defined in Rule 13d-3 of the Exchange
                 Act, except that such term shall include any Voting Stock which
                 such person has the right to acquire, whether or not such right
                 may be exercised within 60 days), directly or indirectly, more
                 than twenty percent of the voting power of the outstanding
                 Voting Stock.

            J.   "Subsidiary" shall mean any corporation in which a majority of
                 the capital stock entitled to vote generally in the election of
                 directors is owned, directly or indirectly, by the Corporation.

            K.   "Voting Stock" shall mean all of the then outstanding shares of
                 the capital stock of the Corporation entitled to vote generally
                 in the election of directors.

            2. In addition to the affirmative vote otherwise required by law or
       any provision of this Certificate of Incorporation (including without
       limitation Article Eleventh), except as otherwise provided in paragraph
       3, any Business Combination shall require the affirmative vote of the
       holders of 90% of all Voting Stock, voting together as a single class.

            Such affirmative vote shall be required notwithstanding any other
       provision of this Certificate of Incorporation or any provision of law or
       of any agreement with any national securities exchange which might
       otherwise permit a lesser vote or no vote, and such affirmative vote
       shall be required in addition to any affirmative vote

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       of the holders of any particular class or series of the Voting Stock
       required by law or by this Certificate of Incorporation.

            3. The provisions of paragraph 2 of this Article Twelfth shall not
       be applicable to any particular Business Combination, and such Business
       Combination shall require only such affirmative vote as is required by
       law, any other provision of this Certificate of Incorporation (including
       Article Eleventh), or any agreement with any national securities
       exchange, if, in the case of a Business Combination that does not involve
       any Consideration Received by the stockholders of the Corporation, solely
       in their respective capacities as stockholders of the Corporation, the
       condition specified in the following paragraph A is met, or, in the case
       of any other Business Combination, the conditions specified in either of
       the following paragraphs A and B are met:

            A.   The Business Combination shall have been approved by a majority
                 of the Continuing Directors, it being understood that this
                 condition shall not be capable of satisfaction unless there is
                 at least one Continuing Director.

            B.   All of the following conditions shall have been met:

                      (i)   The form of the Consideration Received by holders of
                            shares of a particular class of outstanding Voting
                            Stock shall be in cash or in the same form as the
                            Related Person has paid for shares of such class of
                            Voting Stock within the two-year period ending on
                            and including the Determination Date. If, within
                            such two-year period, the Related Person has paid
                            for shares of any class of Voting Stock with varying
                            forms of consideration, the form of Consideration
                            Received per share by holders of shares 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 acquired by the Related
                            Person within such two-year period.

                      (ii)  The aggregate amount of Consideration Received per
                            share by holders of each class of Voting Stock in
                            such Business Combination shall be at least equal to
                            the higher of the following (it being intended that
                            the requirements of this paragraph B(ii) shall be
                            required to be met with respect to every such class
                            of Voting Stock outstanding, whether or not the
                            Related Person has previously acquired any shares of
                            that particular class of Voting Stock):

                      (a)   (if applicable) the highest per share price
                            (including any brokerage commissions, transfer taxes
                            and soliciting dealers' fees)

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                            paid by the Related Person for any shares of that
                            class of Voting Stock acquired by it within the
                            two-year period immediately prior to the
                            Announcement Date or in the transaction in which it
                            became a Related Person, whichever is higher; or

                      (b)   the Fair Market Value per share of such class of
                            Voting Stock on the Announcement Date; or

                      (c)   in the case of any class of preferred stock, 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.

                      (iii) After such Related Person has become a Related
                            Person 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 reflect 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 Related
                            Person shall have not become the beneficial owner of
                            any newly issued share of Voting Stock directly or
                            indirectly from the Corporation except as part of
                            the transaction which results in such Related Person
                            becoming a Related Person.

                      (iv)  After such Related Person has become a Related
                            Person, such Related Person shall not have received
                            the benefit, directly or indirectly (except
                            proportionately, solely in such Related Person's
                            capacity as a stockholder of the Corporation), 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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                      (v)   A proxy or information statement describing the
                            proposed Business Combination and complying with the
                            requirements of the Exchange Act and the rules and
                            regulations thereunder (or any subsequent provisions
                            replacing such act, rules or regulations) shall be
                            mailed to all stockholders 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 the Exchange Act or subsequent
                            provisions). Such proxy or information statement
                            shall contain on the front thereof, prominently
                            displayed, any recommendation as to the advisability
                            or inadvisability of the Business Combination which
                            the Continuing Directors, or any of them, may have
                            furnished in writing to the Board of Directors.

            4. A majority of the total number of authorized directors (whether
       or not there exist any vacancies in previously authorized directorships
       at the time any determination is to be made by the Board of Directors)
       shall have the power and duty to determine, on the basis of information
       known to them after reasonable inquiry, all facts necessary to determine
       compliance with this Article Twelfth including, without limitation, (1)
       whether a person is a Related Person, (2) the number of shares of Voting
       Stock beneficially owned by any person, (3) whether the applicable
       conditions set forth in paragraph (2) of Section C have been met with
       respect to any Business Combination, and (4) whether the assets which are
       the subject of any Business Combination or the Consideration Received for
       the issuance or transfer of securities by the Corporation or any
       Subsidiary in any Business Combination have an aggregate Fair Market
       Value of $500,000 or more.

            5. Nothing contained in this Article Twelfth shall be construed to
       relieve any Related Person from any fiduciary obligation imposed by law.

       THIRTEENTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.

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