<PAGE>

                                                                     EXHIBIT 4.1

                      3-DIMENSIONAL PHARMACEUTICALS, INC.
                           EQUITY COMPENSATION PLAN
                (Amended and Restated as of September 17, 1999)


          The purpose of the Equity Compensation Plan (the "Plan") of
3-Dimensional Pharmaceuticals, Inc. (the "Company") is to promote the interests
of the Company by providing incentives to (i) designated officers and other
employees of the Company or a Subsidiary Corporation (as defined herein), (ii)
non-employee members of the Board of Directors (the "Board") or the Scientific
Advisory Board (the "SAB") of the Company and (iii) independent contractors and
consultants (who may be individuals or entities) who perform services for the
Company, to encourage them to acquire a proprietary interest, or to increase
their proprietary interest, in the Company. The Company believes that the Plan
will cause participants to contribute materially to the growth of the Company,
thereby benefitting the Company's stockholders. For purposes of the Plan, the
terms "Parent Corporation" and "Subsidiary Corporation" shall have the meanings
set forth in subsections (e) and (f) of Section 424 of the Internal Revenue Code
of 1986, as amended (the "Code").

1.   Administration
     --------------

          The Plan shall be administered and interpreted by the Board or a
committee of the Board consisting of not less than two persons. If the Company's
stock becomes publicly traded in a public offering as described in Section 16(b)
(a "Public Offering"), the Plan shall thereafter be administered by a committee
consisting of "outside directors" under Section 162(m) of the Code, and the
committee may consist of "non-employee directors" as defined under Rule 16b-3
under the Securities Exchange Act of 1934 (the "Exchange Act") or any successor
provisions. The term "Committee" shall refer to the Board or any committee
designated by the Board pursuant to this Section 1, as the case may be. The
Committee shall have the sole authority to determine (i) who is eligible to
receive Grants (as defined in Section 2 below) under the Plan, (ii) the type,
size and terms of each Grant under the Plan, (iii) the time when each Grant will
be made and the duration of any exercise or restriction period; (iv) any
restrictions on resale applicable to the shares to be issued or transferred
pursuant to the Grant; and (v) any other matters arising under the Plan. The
Committee may, if it so desires, base any of the foregoing determinations upon
the recommendations of management of the Company. The Committee shall have full
power and authority to administer and interpret the Plan and to adopt or amend
such rules, regulations, agreements and instruments as it may deem appropriate
for the proper administration of the Plan. The Committee's interpretations of
the Plan and all determinations made by the Committee pursuant to the powers
vested in it hereunder shall be conclusive and binding on all persons having any
interests in the Plan or in any Grants under the Plan. No person acting under
this subsection shall be held liable for any action or determination made in
good faith with respect to the Plan or any Grant under the Plan.
<PAGE>

2.   Grants
     ------

          Incentives under the Plan shall consist of Incentive Stock Options (as
defined in Section 5(b) below), Nonqualified Stock Options (as defined in
Section 5(b) below) or Restricted Stock Grants (as defined in Section 6 below)
(hereinafter collectively referred to as "Grants"). All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and
conditions of any nature as long as they are not inconsistent with the Plan as
the Committee deems appropriate and specifies in writing to the participant (the
"Grant Letter"). The Committee shall approve the form and provisions of each
Grant Letter. Grants under any section of the Plan need not be uniform as among
the participants receiving the same type of Grant, and Grants under two or more
sections of the Plan may be combined in one Grant Letter.

3.   Shares Subject to the Plan
     --------------------------

          (a) The aggregate number of shares of the Common Stock, par value
$.001 ("Common Stock"), of the Company that may be issued or transferred under
the Plan is 8,075,000 shares, subject to adjustment pursuant to Section 3(b)
below. Such shares may be authorized but unissued shares or reacquired shares.
After a Public Offering, the maximum aggregate number of shares of Company Stock
that shall be subject to Grants made under the Plan to any individual during any
calendar year shall be 1,000,000 shares. If and to the extent that options
granted under the Plan terminate, expire or are canceled without having been
exercised (including shares cancelled as part of an exchange of Grants), or if
any shares of restricted stock are forfeited, the shares subject to such Grant
shall again be available for subsequent Grants under the Plan.

          (b) If any change is made to the Common Stock (whether by reason of
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, combination of shares, or exchange of shares or any other change in
capital structure made without receipt of consideration), then unless such event
or change results in the termination of all outstanding Grants under the Plan,
the Committee shall preserve the value of the outstanding Grants by adjusting
the maximum number and class of shares issuable under the Plan to reflect the
effect of such event or change in the Company's capital structure, and by making
appropriate adjustments to the number and class of shares, the exercise price of
each outstanding option and otherwise, except that any fractional shares
resulting from such adjustments shall be eliminated by rounding any portion of a
share equal to .500 or greater up, and any portion of a share equal to less than
 .500 down, in each case to the nearest whole number.

4.   Eligibility for Participation
     -----------------------------

          Officers and other employees of the Company or a Subsidiary
Corporation, non-employee members of the Board or SAB, and independent
contractors and consultants who perform services for the Company shall be
eligible to participate in the Plan (hereinafter referred to individually as an
"Eligible Participant" and collectively as "Eligible Participants"). Only
Eligible Participants who are officers or other employees of the Company or a
Subsidiary Corporation shall

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be eligible to receive Incentive Stock Options. All Eligible Participants shall
be eligible to receive Nonqualified Stock Options and Restricted Stock Grants.
The Committee shall select from among the Eligible Participants those who will
receive Grants (the "Grantees") and shall determine the number of shares of
Common Stock subject to each Grant. The Committee may, if it so desires, base
any such selections or determinations upon the recommendations of management of
the Company. Nothing contained in the Plan shall be construed to limit in any
manner whatsoever the right of the Company to grant rights or options to acquire
Common Stock or awards of Common Stock otherwise than pursuant to the Plan.

5.   Stock Options
     -------------

          (a)  Number of Shares. The Committee, in its sole discretion, shall
determine the number of shares of Common Stock that will be subject to each
option.

          (b)  Type of Option and Option Price.

               (1) The Committee may grant options qualifying as incentive stock
     options within the meaning of Section 422 of the Code ("Incentive Stock
     Options") and other stock options ("Nonqualified Stock Options"), in
     accordance with the terms and conditions set forth herein, or may grant any
     combination of Incentive Stock Options and Nonqualified Stock Options
     (hereinafter referred to collectively as "Stock Options"). The option price
     per share of an Incentive Stock Option shall be the fair market value (as
     defined herein) of a share of Common Stock on the date of grant. If the
     Grantee of an Incentive Stock Option is the owner of Common Stock (as
     determined under section 424(d) of the Code) who possesses more than 10% of
     the total combined voting power of all classes of stock of the Company or a
     Parent Corporation or Subsidiary Corporation, the option price per share in
     the case of an Incentive Stock Option shall not be less than 110% of the
     fair market value of a share of Common Stock on the date of grant.

               (2)  For all valuation purposes under the Plan, the fair market
     value of a share of Common Stock shall be determined in accordance with the
     following provisions:

                    (A) If the Common Stock is not at the time listed or
          admitted to trading on any stock exchange but is traded either on the
          over-the-counter market or listed on the Nasdaq National Market
          segment of The Nasdaq Stock Market, the fair market value shall be the
          closing selling price of one share of Common Stock on the date in
          question as such price is reported by the NASDAQ system or any
          successor system. If there is no reported closing selling price for
          the Common Stock on the date in question, then the closing selling
          price on the next preceding date for which such quotation exists shall
          be determinative of fair market value.

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                     (B) If the Common Stock is at the time listed or admitted
          to trading on any stock exchange, then the fair market value shall be
          the closing selling price of one share of Common Stock on the date in
          question on the stock exchange determined by the Committee to be the
          primary market for the Common Stock, as such prices are officially
          quoted on such exchange. If there is no reported closing selling price
          of Common Stock on such exchange on the date in question, then the
          fair market value shall be the closing selling price on the next
          preceding date for which such quotation exists.

                     (C) If the Common Stock is at the time neither listed nor
          admitted to trading on any stock exchange nor traded in the over-the-
          counter market (or, if the Committee determines that the value as
          determined pursuant to Section 5(b)(2)(A) or (B) above does not
          reflect fair market value), then the Committee shall determine fair
          market value after taking into account such factors as it deems
          appropriate.

          (c) Exercise Period. The Committee shall determine the option exercise
period of each Stock Option. The exercise period shall not exceed ten years from
the date of grant.

          (d) Vesting of Options and Restrictions on Shares. The vesting period
for Stock Options shall commence on the date of grant (or such date as may be
specified by the Committee) and shall end on the date or dates, determined by
the Committee, that shall be specified in the Grant Letter. The Committee may
impose upon the shares of Common Stock issuable upon the exercise of a Stock
Option such restrictions as it deems appropriate and specifies in the Grant
Letter. During any period in which such restrictions apply, the provisions of
Section 6(d) below shall be applicable to such shares, and the Committee, in
such circumstances as it deems equitable, may determine that all such
restrictions shall lapse.

          (e) Manner of Exercise. A Grantee may exercise a Stock Option by
delivering a duly completed notice of exercise to the Committee, together with
payment of the option price.

          (f) Termination of Employment, Disability or Death.

               (1) If a Grantee ceases to be an Eligible Participant for any
     reason (other than, in the case of an individual, the death of such
     individual) any Stock Option which is otherwise exercisable by the Grantee
     shall terminate unless exercised within three months after the date on
     which the Grantee ceases to be an Eligible Participant (or within such
     other period of time, which may be longer or shorter than three months, as
     may be specified in the Grant Letter), but in any event no later than the
     date of expiration of the option exercise period, except that in the case
     of an individual Grantee who is disabled within the meaning of Section
     105(d)(4) of the Code, such period shall be one year rather than three
     months (except as otherwise provided in the Grant Letter).

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               (2) In the event of the death of an individual Grantee while he
     or she is an Eligible Participant or within not more than three months
     after the date on which the Grantee ceases to be an Eligible Participant
     (or within such other period of time, which may be longer or shorter than
     three months, as may be specified in the Grant Letter), any Stock Option
     which was otherwise exercisable by the Grantee at the date of death may be
     exercised by the Grantee's personal representative at any time prior to the
     expiration of one year from the date of death, but in any event no later
     than the date of expiration of the option exercise period.

          (g)  Satisfaction of Option Price. The Grantee shall pay the option
price (i) in cash, (ii) with the consent of the Committee in its sole
discretion, by delivering shares of Common Stock already owned by the Grantee
and having a fair market value on the date of exercise equal to the option price
or a combination of cash and shares of Common Stock, or (iii) in such other
manner as the Committee may designate in the Grant Letter, including without
limitation by tendering the Grantee's recourse promissory note on such terms as
may be specified by the Committee. The Grantee shall pay the option price and
the amount of withholding tax due, if any, at the time of exercise. Shares of
Common Stock shall not be issued or transferred upon any purported exercise of a
Stock Option until the option price and the withholding obligation are fully
paid.

          (h)  Limits on Incentive Stock Options. Each Grant of an Incentive
Stock Option shall provide that:

               (1)  the Stock Option is not transferable by the Grantee, except
     by will or the laws of descent and distribution;

               (2)  the Stock Option is exercisable, during the Grantee's
     lifetime, only by the Grantee; and

               (3)  the aggregate fair market value of the stock on the date of
     the grant with respect to which Incentive Stock Options are exercisable for
     the first time by a Grantee during any calendar year under the Plan and
     under any other stock option plan of the Company and its parent and
     subsidiary corporations shall not exceed $100,000.

6.   Restricted Stock Grants
     -----------------------

          The Committee may issue shares of Common Stock to an Eligible
Participant on terms approved by the Committee (a "Restricted Stock Grant"). The
following provisions are applicable to Restricted Stock Grants:

          (a) General Requirements. Shares of Common Stock issued pursuant to
Restricted Stock Grants will be issued in consideration for cash or services
rendered having a value, as determined by the Board, at least equal to the par
value thereof. If Restricted Stock is to be purchased by a Grantee, the Grantee
may pay the purchase price in the form of cash or, if and to the extent that the
Committee so permits, by tendering the Grantee's recourse promissory note on
such

                                       5
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terms as may be specified by the Committee. All conditions and restrictions
imposed under each Restricted Stock Grant, and the period of years during which
the Restricted Stock Grant will remain subject to such restrictions, shall be
set forth in the Grant Letter and designated therein as the "Restriction
Period." All restrictions imposed under any Restricted Stock Grant shall lapse
on such date or dates as the Committee may approve until the restrictions have
lapsed as to 100% of the shares. In addition, the Committee, in circumstances
that it deems equitable, may determine as to any or all Restricted Stock Grants,
that all the restrictions shall lapse, notwithstanding any Restriction Period.

          (b) Number of Shares. The Committee, in its sole discretion, shall
determine the number of shares of Common Stock that will be granted in each
Restricted Stock Grant.

          (c) Requirement of Relationship with Company. If the Grantee's
relationship with the Company (as an employee, non-employee member of the Board
or SAB, independent contractor or consultant, as the case may be) terminates
during the period designated in the Grant Letter as the Restriction Period, the
Restricted Stock Grant shall terminate as to all shares covered by the Grant as
to which restrictions on transfer have not lapsed, and such shares shall be
immediately returned to the Company. The Committee may, in its sole discretion,
provide for complete or partial exceptions to the provisions of this Section
6(c).

          (d) Restrictions on Transfer and Legend on Stock Certificate. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Common Stock to which such Restriction Period
applies except to a Successor Grantee pursuant to Section 7 below. Each
certificate representing a share of Common Stock issued or transferred under a
Restricted Stock Grant shall contain a legend giving appropriate notice of the
restrictions in the Grant. The Grantee shall be entitled to have the legend
removed from the stock certificate or certificates representing any such shares
as to which all restrictions have lapsed.

7.   Transferability of Options and Grants
     -------------------------------------

          (a) Except as provided below, only a Grantee (or, in the case of an
individual Grantee, his or her authorized legal representative) may exercise
rights under a Grant. Except as provided below, no individual Grantee may
transfer those rights except by will or by the laws of descent and distribution.
Upon the death of an individual Grantee, the personal representative or other
person entitled to succeed to the rights of the Grantee ("Successor Grantee")
may exercise such rights. A Successor Grantee shall furnish proof satisfactory
to the Company of such person's right to receive the Grant under the Grantee's
will or under the applicable laws of descent and distribution.

          (b) Transfer of Nonqualified Stock Options. Notwithstanding the
foregoing, the Committee may provide, in a Grant Letter, that a Grantee may
transfer Nonqualified Stock Options to family members or other persons or
entities according to such terms as the Committee may determine, provided that
the transferred Option shall continue to be subject to the same terms and
conditions as were applicable to the Option immediately before the transfer.

                                       6
<PAGE>

8.   Certain Corporate Changes
     -------------------------

          (a) Sale or Exchange of Assets, Dissolution or Liquidation, or Merger
or Consolidation Where the Company Does Not Survive. If all or substantially all
of the assets of the Company are to be sold or exchanged, the Company is to be
dissolved or liquidated, or the Company is a party to a merger or consolidation
with another corporation in which the Company will not be the surviving
corporation, then, at least ten days prior to the effective date of such event,
the Company shall give each Grantee with any outstanding Grants written notice
of such event. Unless the Committee provides otherwise in the Grant Letter, each
such Grantee shall thereupon have the right to exercise in full any installments
of such Grants not previously exercised (whether or not the right to exercise
such installments has accrued pursuant to such Grants), within ten days after
such written notice is sent by the Company, and any installments of such Grants
not so exercised shall thereafter lapse and be of no further force or effect.

          (b) Merger or Consolidation Where the Company Survives. If the Company
is a party to a merger or consolidation in which the Company will be the
surviving corporation, then the Committee may, in its sole discretion, elect to
give each Grantee with any outstanding Grants written notice of such event. If
such notice is given, unless the Committee provides otherwise in the Grant
Letter, each such Grantee shall thereupon have the right to exercise in full any
installments of such Grants not previously exercised (whether or not the right
to exercise such installments has accrued pursuant to such Grants), within ten
days after such written notice is sent by the Company, and any installments of
such Grants not so exercised shall thereafter lapse and be of no further force
or effect.

          (c) Committee Discretion. Notwithstanding the foregoing, the Committee
may provide in a Grant Letter specific provisions that are applicable to a Grant
in the event of a corporate transaction, and the Committee may also accelerate
the exercisability or vesting of Grants in the event of a corporate transaction
or allow the assumption or substitution of Grants by a surviving corporation, as
the Committee deems appropriate.

9.   Amendment and Termination of the Plan
     -------------------------------------

          (a) Amendment. The Board may amend or terminate the Plan at any time;
provided, however, that, after a Public Offering, the Board shall not amend the
Plan without shareholder approval if such approval is required by Section 162(m)
of the Code.

          (b) Termination of Plan. The Plan shall terminate on the tenth
anniversary of its effective date (as set forth in Section 16 below) unless
earlier terminated by the Board or unless extended by the Board with the
approval of the stockholders.

          (c) Termination and Amendment of Outstanding Grants. A termination or
amendment of the Plan that occurs after a Grant is made shall not result in the
termination or amendment of the Grant unless the Grantee consents or unless the
Committee acts under Section

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17(b) below. The termination of the Plan shall not impair the power and
authority of the Committee with respect to an outstanding Grant. Whether or not
the Plan has terminated, an outstanding Grant may be terminated or amended under
Section 17(b) below or may be amended by agreement of the Company and the
Grantee which is consistent with the Plan.

10.  Funding of the Plan
     -------------------

          The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under the Plan. In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

11.  Rights of Eligible Participants
     -------------------------------

          Nothing in the Plan shall entitle any Eligible Participant or other
person to any claim or right to any Grant under the Plan. Neither the Plan nor
any action taken hereunder shall be construed as giving any Eligible Participant
or Grantee any rights to be retained by the Company in any capacity, whether as
an employee, non-employee member of the Board or SAB, independent contractor,
consultant or otherwise.

12.  Withholding of Taxes
     --------------------

          The Company shall have the right to deduct from all Grants paid in
cash any federal, state or local taxes required by law to be withheld with
respect to such Grants paid in cash. In the case of Grants paid in Common Stock,
the Company shall have the right to require the Grantee to pay to the Company
the amount of any taxes which the Company is required to withhold in respect of
such Grants or to take whatever action it deems necessary to protect the
interests of the Company in respect of such tax liabilities, including, without
limitation, withholding a portion of the shares of Common Stock otherwise
deliverable pursuant to the Plan. The Company's obligation to issue or transfer
shares of Common Stock upon the exercise of a Stock Option or the acceptance of
a Restricted Stock Grant shall be conditioned upon the Grantee's compliance with
the requirements of this section to the satisfaction of the Committee.

13.  Agreements with Grantees
     ------------------------

          Each Grant made under the Plan shall be evidenced by a Grant Letter
containing such terms and conditions as the Committee shall approve.

14.  Requirements for Issuance of Shares
     -----------------------------------

          No Common Stock shall be issued or transferred under the Plan unless
and until all applicable legal requirements have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Stock Option or Restricted Stock Grant on the

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Grantee's undertaking in writing to comply with such restrictions on any
subsequent disposition of the shares of Common Stock issued or transferred
thereunder as the Committee shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.

15.  Headings
     --------

          The section headings of the Plan are for reference only. In the event
of a conflict between a section heading and the content of a section of the
Plan, the content of the section shall control.

16.  Effective Dates
     ---------------

          (a) Effective Date of the Plan. The Plan was originally effective as
of August 31, 1993.

          (b) Public Offering. The provisions of the Plan that refer to a Public
Offering, or that refer to, or are applicable to persons subject to, Section 16
of the Exchange Act or Section 162(m) of the Code, shall be effective, if at
all, upon the initial registration of Common Stock under Section 12(g) of the
Exchange Act, and shall remain effective thereafter for so long as such Stock is
registered.

17.  Miscellaneous
     -------------

          (a) Substitute Grants. The Committee may make a Grant to an employee,
a non-employee director, or an independent contractor or consultant of another
corporation, if such person shall become an Eligible Participant by reason of a
corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or a Subsidiary Corporation
and such other corporation. Any such Grant shall be made in substitution for a
stock option or restricted stock grant granted by the other corporation
("Substituted Stock Incentives"), but the terms and conditions of the substitute
Grant may vary from the terms and conditions required by the Plan and from those
of the Substituted Stock Incentives. The Committee shall prescribe the
provisions of the substitute Grants.

          (b) Compliance with Law. The Plan, the exercise of Grants and the
obligations of the Company to issue or transfer shares of Common Stock under
Grants shall be subject to all applicable laws and required approvals by any
governmental or regulatory agencies. With respect to persons subject to Section
16 of the Exchange Act, it is the intent of the Company that the Plan and all
transactions under the Plan shall comply with all applicable conditions of Rule
16b-3 or any successor provisions under the Exchange Act. The Committee may
revoke any Grant if it is contrary to law or modify any Grant to bring it into
compliance with any valid and mandatory government regulations. The Committee
may also adopt rules regarding the withholding of taxes on payments to Grantees.
The Committee may, in its sole discretion, agree to limit its authority under
this section.

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<PAGE>

          (c) Ownership of Stock. A Grantee or Successor Grantee shall have no
rights as a stockholder with respect to any shares of Common Stock covered by a
Grant until the shares are issued or transferred to the Grantee or Successor
Grantee on the stock transfer records of the Company.

                                       10
<PAGE>

                              Amendment to Equity
                               Compensation Plan



                      3-DIMENSIONAL PHARMACEUTICALS, INC.

                            Secretary's Certificate
                            -----------------------

                                March 31, 2000


     I, Scott M. Horvitz, do hereby certify that I am the Secretary of 3-
Dimensional Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and
that, as such, I am authorized to execute this certificate on behalf of the
Company and do further certify that:

     1.    Attached hereto as Exhibit A is a true and correct copy of all
resolutions of the Board of Directors of the Company relating to the
transactions contemplated by the Series A-5 Preferred Stock Purchase Agreement
(the "Agreement"), dated March 31, 20000 (the "Agreement"), between the Company
and the Buyers as defined in the Agreement. All of the resolutions contained in
Exhibit A were duly adopted at a special telephonic meeting of the Board of
Directors of the Company held on March 30, 2000, none of such resolutions has
been rescinded or amended in any respect, and all are in full force and effect
on the date hereof.

     2.    Attached hereto as Exhibit B is a true and correct copy of all
resolutions of the stockholders of the Company relating to the transactions
contemplated by the Agreement. The resolutions contained in Exhibit B were duly
adopted by Consent of Series B Preferred, Series C Preferred and Common
Stockholders of the Company dated March 31, 2000 and by Consent of Series A-1,
Series A-2, Series A-3 and Series A-4 Preferred Stockholders of the Company
dated March 31, 2000, respectively, none of such resolutions has been rescinded
or amended in any respect, and all are in full force and effect on the date
hereof.

     3.    A certified copy of the Sixth Restated Certificate of
Incorporation of the Company (the "Certificate of Incorporation") is attached
hereto as Exhibit C.

     4.    Attached hereto as Exhibit D is a true and correct copy of the
Bylaws of the Company, which are in full force and effect on the date hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand on the date first set
forth above.


                     /s/ Scott M. Horvitz
                     ------------------------------
                     Scott M. Horvitz
                     Secretary
<PAGE>

                                   Exhibit A

                      3-DIMENSIONAL PHARMACEUTICALS, INC.
                 RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS


Equity Compensation Plan and Amendment and Restatement of Restated Certificate
-----------------------------------------------------------------------------
of Incorporation
----------------

     RESOLVED, that an amendment to the Amended and Restated Equity Compensation
  Plan of the Company (the "Plan") increasing by 1,250,000 shares the number of
  shares of Common Stock that may be issued or transferred under the Plan and
  the grant of 750,000 options to employees and consultants of the Company (the
  "Plan Amendment") is hereby approved and adopted; and it is further

     RESOLVED, that the Board of Directors hereby proposes and deems it
  advisable that the Company's Fifth Restated Certificate of Incorporation, (the
  "Restated Certificate"), be amended and restated in its entirety as set forth
  in the Sixth Restated Certificate of Incorporation attached as Exhibit A
                                                                 ---------
  hereto (the "Amendment and Restatement") (as so amended, the "Amended and
  Restated Certificate"); and it is further

     RESOLVED, that the officers of the Company be and they are hereby
  authorized and directed to submit the Plan Amendment and the Amendment and
  Restatement for consideration by the stockholders entitled to vote in respect
  thereof; and it is further

     RESOLVED, that upon the approval of the Plan Amendment and the Amendment
  and Restatement by the stockholders in accordance with Section 242 of the
  Delaware General Corporation Law, the proper officers of the Company be and
  they are hereby authorized and directed to prepare, execute and file the
  Amended and Restated Certificate with the Secretary of State of the State of
  Delaware.