exv4w1



 


Exhibit 4.1




CERTIFICATE OF AMENDMENT




OF




RESTATED CERTIFICATE OF INCORPORATION




OF




FIDELITY NATIONAL FINANCIAL, INC.



          It is hereby certified that:



          1. The name of the corporation is Fidelity National Financial, Inc.
(hereinafter called the “Corporation”).



          2. The Corporation’s Restated Certificate of Incorporation is hereby
amended to delete Article FOURTH, paragraph (a), of such Restated Certificate
of Incorporation in its entirety and replace such language with the following
language:





	 	 	 	“FOURTH: (a) General. The aggregate number of shares which the
Corporation is authorized to issue is 253,000,000 shares, of which 3,000,000
shall be shares of preferred stock, $.0001 par value per share (the “Preferred
Stock”)
and 250,000,000 shall be shares of common stock, $.0001 par value per
share (the “Common Stock”).”



          3. The foregoing amendment to the Corporation’s Restated Certificate of
Incorporation has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.



 







 




          In WITNESS WHEREOF, Fidelity National Financial, Inc. has caused this
Certificate of Amendment of Restated Certificate of Incorporation to be
executed by Alan L. Stinson, the Executive Vice President and Chief Financial
Officer of the Corporation, on the 29th day of September, 2003.




	 	 	 	 	 
	 	 	Fidelity National Financial, Inc.,
	 	 	a Delaware corporation
	 	 	 	 	 
	 	 	
By:
	 	/s/ Alan L. Stinson
	 	 	 	 	

	 	 	 	 	Name: Alan L. Stinson
	 	 	 	 	Title: Executive Vice President and
	 	 	 	 	Chief Financial Officer





 









 




RESTATED CERTIFICATE OF INCORPORATION

OF

FIDELITY NATIONAL FINANCIAL, INC.



FIDELITY NATIONAL FINANCIAL, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify as follows:



     1.     The present name of the Corporation is Fidelity National Financial,
Inc. The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on December 29, 1986.



     2.     This Restated Certificate of Incorporation was duly adopted in
accordance with Section 245 of the Delaware General Corporation Law.



     3.     This Restated Certificate of Incorporation only restates and integrates
and does not further amend the provisions of the Corporation’s Certificate of
Incorporation as heretofore amended or supplemented, and there is no
discrepancy between those provisions and the provisions of the restated
Certificate of Incorporation, other than omissions permitted by section 245 (c)
of the Delaware General Corporation Law.



     4.     The Certificate of Incorporation of the Corporation, as heretofore
amended or supplemented, is hereby restated and integrated to read in its
entirety as follows:




RESTATED CERTIFICATE OF INCORPORATION

OF

FIDELITY NATIONAL FINANCIAL, INC.



FIRST: The name of the corporation is Fidelity National Financial, Inc.



SECOND: The address of the registered office of the corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the city of
Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.



THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.



FOURTH: (a) General. The aggregate number of shares which the Corporation is
authorized to issue is 153,000,000 shares, of which 3,000,000 shall be shares
of preferred stock, $.0001 par value per share (the “Preferred Stock”) and
150,000,000 shall be shares of common stock, $.0001 par value per share (the
“Common Stock”).



     (b)  Preferred Stock. The Board of Directors is authorized, subject to
limitations prescribed by law and the provisions of this Article FOURTH, to
provide for the issuance of the shares of the Preferred Stock in series, and by
filing a certificate pursuant to the applicable law of the State of Delaware,
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 or restrictions
thereof.



 







 


          The authority of the Board of Directors with respect to each series of the
Preferred Stock shall include, but not be limited to, determination of the
following:



          (i) The number of shares constituting that series and the distinctive
designation of that series;



          (ii) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;



          (iii) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;



          (iv) Whether that series shall have conversion privileges, and, if so, the
terms and conditions of such conversion, including provision for adjustment of
the conversion rate in such. events as the Board of Directors shall determine;



          (v) Whether or not the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the date or date
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption dates;



          (vi) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms, and amount of such
sinking fund;



          (vii) The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and the
relative rights of priority, if any, of payment of shares of that series; and



          (viii) Any other relative rights, preferences and limitations of that
series.



     (c)  Common Stock. Each share of Common Stock issued and outstanding shall
have one vote upon matters submitted to the common stock shareholders for a
vote.



FIFTH: The Board of Directors shall have the power to adopt, amend and repeal
the Bylaws of the Corporation (except so far as the Bylaws of the Corporation
adopted by the stockholders shall otherwise provide). Any Bylaws adopted by
the directors under the powers conferred hereby may be amended or repealed by
the directors or by the stockholders. Notwithstanding the foregoing and
anything contained in this Certificate of Incorporation to the contrary,
Article II, Sections 1 (c), 5, 6 and 7; Article III, Section 2; and Article V
of the Bylaws as originally adopted by the sole incorporator shall not be
amended or repealed and no provision inconsistent therewith shall be adopted
without the affirmative vote of the holders of at least 80% of the voting power
of all the shares of the Corporation entitled to vote generally in the election
of directors, voting together as a single class; provided, however, that the
Continuing Directors by a two-thirds vote of such Continuing Directors defined
in Article EIGHTH say amend or repeal the foregoing Bylaw provisions without
the requirement of such shareholder vote. Notwithstanding anything contained
in this Certificate of Incorporation to the contrary; the affirmative vote of
the holders of at least 80% of the voting power of all the shares of the
Corporation entitled to vote


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generally in the election of directors, voting together as a single class,
shall be required to alter, amend, adopt any provision inconsistent with or
repeal this Article FIFTH; provided, however, that if the Continuing Directors
as defined in Article EIGHTH shall by a two-thirds vote of such Continuing
Directors have adopted a resolution approving the amendment or repeal proposal
and have determined to recommend it for approval by the holders of stock
entitled to vote thereon, then the vote required shall be the affirmative vote
of the holders of at least a majority of the outstanding shares entitled to
vote thereon.



SIXTH: Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.
Except as otherwise required by law and subject to the rights of the holders of
the Preferred Stock, special meetings of stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution approved by a
majority of the whole Board of Directors. Notwithstanding anything contained
in this Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least 80% of the voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend, or adopt any
provision inconsistent with or repeal this Article SIXTH; provided, however,
that if the Continuing Directors as defined in Article EIGHTH shall by a
two-thirds vote of such Continuing Directors have adopted a resolution
approving the amendment or repeal proposal and have determined to recommend it
for approval by the holders of stock entitled to vote thereon, then the vote
required shall be the affirmative vote of the holders of at least a majority of
the outstanding shares entitled to vote thereon.



SEVENTH: (a) The business and affairs of the corporation shall be managed by
the Board of Directors of the corporation.



     (b)  Except as otherwise fixed by or pursuant to the provisions of Article
FOURTH hereof relating to the rights of the holders of Preferred Stock to elect
additional directors under specified circumstances, the number of the directors
of the Corporation shall be fixed from time to time by or pursuant to the
Bylaws of the Corporation. The directors, other than those who may be elected
by the holders of Preferred Stock, shall be classified, with respect to the
time for which they severally hold office, into three classes, as nearly equal
in number as possible, as shall be provided in the manner specified in the
Bylaws of the Corporation, one class to be originally elected for a term
expiring at the annual meeting of stockholders to be held in 1988, another
class to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1989, and another class to be originally elected for
a term expiring at the annual meeting of stockholders to be held in 1990, with
each class to hold office until its successor is elected and qualified. At
each annual meeting of the stockholders, the successors of the class of
directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of stockholders held in the third
year following the year of their election.



     (c)  Advance notice of stockholder nominations, for the election of
directors shall be given in the manner provided in the Bylaws of the
Corporation. Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.



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     (d)  Except as otherwise provided for or fixed by or pursuant to the
provisions of Article FOURTH hereof relating to the rights of the holders of
Preferred Stock to elect directors under specified circumstances, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the Board of Directors. Any director elected in accordance
with the preceding sentence shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred and until such director’s successor shall have been elected
and qualified. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.



     (e)  Subject to the rights of any Preferred Stock to elect directors under
specified circumstances, any director may be removed from office, only with
cause, and only by the affirmative vote of the holders of 50% of the combined
voting power of the then outstanding shares of stock entitled to vote generally
in the election of directors, voting together as a single class.



     (f)  To the fullest extent permitted by the General Corporation Law of the
State of Delaware, a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any repeal or modification of this paragraph
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the corporation with respect to any act or
omission occurring prior to the time of such repeal or modification.



     (g)  Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the voting power of all shares of the Corporation entitled to vote
generally in the election of directors, voting together as a single class,
shall be required to alter, amend, adopt any provision inconsistent with or
repeal this Article SEVENTH; provided, however, that if the Continuing
Directors as defined in Article EIGHTH shall by a two-thirds vote of such
Continuing Directors have adopted a resolution approving the amendment or
repeal proposal and have determined to recommend it for approval by the holders
of stock entitled to vote thereon, then the vote required shall be the
affirmative vote of the holders of at least a majority of the outstanding
shares entitled to vote thereon.



EIGHTH: (a) In addition to any affirmative vote required by law, this
Certificate of Incorporation, any resolution or resolutions adopted by the
Board of Directors pursuant to its authority under Article FOURTH of this
Certificate of Incorporation, any agreement with any national securities
exchange or otherwise, any Business Combination involving the corporation or
any Subsidiary and any Related Person or any Affiliate or Associate of a
Related Person shall be subject to approval or authorization in the manner
provided by this Article EIGHTH. Certain capitalized terms used herein are
defined in paragraph (d) of this Article EIGHTH.



     (b)  Except as otherwise expressly provided in paragraph (c) of this
Article EIGHTH, no Business Combination shall be consummated or effected,
either directly or indirectly, unless such Business Combination shall have been
approved or authorized by the affirmative vote of the holders of not less than
sixty-six and two-thirds percent (66-2/3%) of the outstanding shares of


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 Voting Stock which are not Beneficially Owned by any Related Person or an
Affiliate or Associate of such Related Person, voting together as a single
class (it being understood for purposes of this Article EIGHTH, each share of
Voting Stock shall have one vote, notwithstanding any provision contained in
Article FOURTH to the contrary), notwithstanding the fact that no vote for such
transaction or approval by some lesser percentage of stockholders may be
required or specified by law, this Certificate of Incorporation, any resolution
or resolutions adopted by the Board of Directors of the corporation pursuant to
its authority under Article FOURTH of this Certificate of Incorporation, any
agreement with any national securities exchange or otherwise.



     (c)  The approval or authorization of any Business Combination in the
manner provided for by paragraph (b) of this Article EIGHTH shall not be
required if all the conditions specified in either paragraph (c)(i) or
paragraph (c)(ii) of this Article EIGHTH are satisfied:



          (i) such Business Combination shall have been expressly approved by not
less than two-thirds of the Continuing Directors, either in advance of or
subsequent to a Related Person having become a Related Person; or



          (ii) all of the conditions specified in the following clauses shall have
been met:




               (A) the Fair Market Value as of the Consummation Date of the consideration
to be received per share of each class or series of Capital Stock by
Disinterested Stockholders in the Business Combination is not less than the
Highest Per Share Price (it being understood that the provisions of this
subparagraph (c)(ii)(A) shall be required to be met with respect to every class
or series of the outstanding Capital Stock, whether or not the Related Person
has previously acquired any shares of a particular series or class of Capital
Stock); and




               (B) the form of consideration to be received by Disinterested Stockholders
in the Business Combination shall be United States currency or the form of
consideration used by the Related Person in acquiring the largest aggregate
number of shares of the Capital Stock that such Related Person has previously
acquired; and




               (C) after such Related Person has become a Related Person and prior to the
Consummation Date: (1) except as approved by not less than two-thirds 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 the outstanding Capital Stock; and (2) such Related Person shall
have not become the beneficial owner of any additional shares of Voting Stock
except as part of the transaction which results in such Related Person becoming
a Related Person; and




               (D) after such Related Person has become a Related Person, such Related
Person shall not have received the benefit, directly or indirectly (except
proportionately as a stockholder of the corporation), of any loans, advances,
guarantees, pledges or other financial assistance or tax advantages provided by
the corporation or any Subsidiary, whether in anticipation of or in connection
with such Business Combination or otherwise; and



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               (E) a proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Act as then in effect
shall have been mailed to all Disinterested Stockholders at least thirty (30)
days prior to the date of the stockholders’ meeting at which such Business
Combination is to be considered (whether or not a proxy or information
statement is required to be mailed pursuant to the Act) and such proxy or
information statement shall have contained at the front thereof, in a prominent
place, such recommendations and other relevant information concerning the
Business Combination as a majority of the Continuing Directors may determine so
to include.



     (d)  For the purposes of this Article EIGHTH:



          (i) The term “Act” shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, or any similar
United States statute enacted to supercede or supplement the Act.



          (ii) The term “Affiliate” shall have the meaning ascribed to it in Rule
12b-2 under the Act, as in effect on October 31, 1986, and shall include any
Person that, after giving effect to a Business Combination, would become an
Affiliate.



          (iii) The term “Announcement Date” shall mean the date of the first public
announcement of a proposed Business Combination.



          (iv) The term “Associate” shall have the meaning ascribed to it in Rule
12b-2, under the Act as in effect on October 31, 1986 (the term “registrant,”
as used in such Rule 12b-2, meaning in this case the corporation), and shall
include any Person that, after giving effect to a Business Combination, would
become an Associate.



          (v) The term “Beneficial Owner” or “Beneficially Owned” shall mean, or
refer to stock ownership by, any person who beneficially owns any Voting Stock
within the meaning ascribed in Rule 13d-3 under the Act as in effect in October
31, 1986 or who has the right to acquire any such beneficial ownership (whether
or not such right is exercisable immediately, with the passage of time or
subject to any condition) pursuant to any agreement, contract, arrangement or
understanding or upon the exercise of any conversion, exchange or other right,
warrant or option, or otherwise. A Person shall be deemed the Beneficial Owner
of all Capital Stock of which any Affiliate or Associate of such Person is the
Beneficial Owner.



          (vi) The term “Business Combination” shall mean any (A) merger or
consolidation of the corporation or a Subsidiary with or into a Related Person
or any other corporation which is, or after such merger or consolidation would
be, an Affiliate or Associate of a Related Person; (B) 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 or Associate of
any Related Person, of all or any Substantial Amount of the assets of the
corporation, one or more Subsidiaries, or the corporation and one or more
Subsidiaries, other than in the ordinary course of business; (C) adoption of
any plan or proposal for the liquidation or dissolution of the corporation
proposed by or on behalf of a Related Person or any Affiliate or Associate of
any Related Person; (D) sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to the
corporation, one or more



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Subsidiaries or the corporation and one or more Subsidiaries (in one
transaction or a series of transactions) of all or any Substantial Amount of
the assets of a Related Person or any Affiliate or Associate of any Related
Person, other then in the ordinary course of business; (E) issuance, pledge or
transfer of securities of the corporation, one or more Subsidiaries, or the
corporation and one or more Subsidiaries (in one transaction or a series of
transactions) to or with a Related Person or any Affiliate or Associate of any
Related Person in exchange for a Substantial Amount of cash, securities or
other property (or a combination thereof), except any issuance, pledge or
transfer of such securities to any such Person if such Person is acting as an
underwriter with respect to such securities; (F) reclassification of
securities, (including any reverse stock split) or recapitalization of the
corporation, any merger or consolidation of the corporation with or into one or
more Subsidiaries, or any other transaction that would have the effect, either
directly or indirectly, of increasing the voting power or the proportionate
share of any class of equity or convertible securities of the corporation or
any Subsidiary which is directly or indirectly Beneficially Owned by any
Related Person or any Affiliate or Associate of my Related Person; (G)
agreement, contract or other arrangement providing for any of the transactions
described in this definition of Business Combinations; and (H) any series of
transactions that not less than two-thirds of the Continuing Directors
determine are related and, if taken together, would constitute a Business
Combination under this definition of Business Combination.



          (vii) The term “Capital Stock” shall mean all capital stock of any class
of the corporation authorized to be issued from time to time under this
Certificate of Incorporation, whether now or hereafter outstanding.



          (viii) The term “Consummation Date” shall mean the date of the
consummation of the Business Combination.



          (ix) The term “Continuing Director” shall mean any member of the Board of
Directors of the corporation who is not the Related Person, and not an
Affiliate, Associate, representative or nominee of the Related Person or of
such an Affiliate or Associate, that is involved in the relevant Business
Combination, and (A) was a member of the Board of Directors prior to the
Determination Date with respect to such Related Person or (B) whose initial
election as a director of the corporation succeeds a Continuing Director and
was recommended by a majority vote of the Continuing Directors then in office;
provided, that, in either case, such Continuing Director shall have continued
in office after becoming a Continuing Director.



          (x) The term “Determination Date” shall mean the date and time at which a
Person became a Related Person.



          (xi) The term “Disinterested Stockholder” shall mean a holder of shares of
a particular class or series of Capital Stock who is not (A) a Related Person
with or for the benefit of whom a Business Combination is proposed to be
consummated or (B) an Affiliate or Associate of such Related Person.



          (xii) The term “Fair Market Value” shall mean (A) in the case of United
States currency, the amount thereof; (B) in the case of stock and other
securities, the highest closing sales price during the 30-day period
immediately preceding the date in question of a share or trading unit of such
stock or security on the Composite Tape for New York Stock Exchange —



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Listed Stocks, or, if such stock or security is not listed on the New York
Stock Exchange, on the principal United States securities exchange registered
under the Act on which such stock or security is listed, or, if such stock or
security to not listed on any such securities exchange, the highest closing
sale price or bid quotation with respect to a share or trading unit of such
stock or security during the 30-day period on the National Association of
Securities Dealers, Inc., Automated Quotations System or any successor system
or, if no such quotations are available, the fair market value on the date in
question of a share or trading unit of such stock or security as determined in
good faith by a majority vote of the Continuing Directors; and (C) in the case
of property other than cash, stock or other securities, the fair market value
of such property on the date in question as determined in good faith by a
majority vote of the Continuing Directors.



          (xiii) The term “Highest Per Share Price” shall mean, with respect to the
consideration to be received per share of each class or series of Capital Stock
by Disinterested Stockholders in any particular Business Combinations, the
higher of the following:




               (A) the highest per share price (including brokerage commissions transfer
taxes and soliciting dealers’ fees) paid by or on behalf of the Related Person
in acquiring Beneficial Ownership of any of its holdings of such class or
series of Capital Stock of this corporation (1) within the two-year period
immediately prior to the Announcement Date or (2) in the transaction or series
of transactions in which the Related Person became a Related Person, whichever
is higher; or




               (B) the fair Market Value per share of the shares of Capital Stock being
acquired in the Business Combination as of (1) the Announcement Date or (2) the
date on which the Related Person became a Related Person, whichever is higher.



     For the purposes of this paragraph (d)(xiii), (A) the price deemed to have
been paid by a Related Person for any shares of Capital Stock of which an
Affiliate or Associate is the Beneficial Owner shall be the price which to the
highest of the following: (1) the price paid upon the acquisition thereof by
the relevant Affiliate or Associate (if any, and whether or not such Affiliate
or Associate was an Affiliate or Associate at the time of such acquisition) or
(2) the Fair Market Value of such Capital Stock as of the day when the Related
Person became a Beneficial Owner thereof; (B) in determining the Highest Per
Share Price, all purchases by the Related Person shall be taken into account,
regardless of whether the shares were purchased before or after the Related
Person became a Related Person; (C) a Person shall be deemed to have acquired a
share of Capital Stock at the time when such Person became the Beneficial Owner
thereof; and (D) appropriate adjustments shall be made to reflect the relevant
effect of any stock dividends, splits and distributions and any combination or
reclassification of Capital Stock.



          (xiv) The phrase “consideration to be received” as used in subparagraph
(c)(ii)(A) of this Article EIGHTH shall include, without limitation, the shares
of Common Stock or any other class or series of Capital Stock retained by the
Disinterested Stockholders in the event of a Business Combination that is a
merger or consolidation in which the corporation is the surviving entity.



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          (xv) The term “Person” shall mean any individual, corporation, partnership
or other entity, including any group comprised of any Person and any other
Person or any Affiliate or Associate thereof with whom such Person or any
Affiliate or Associate thereof has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting, or
disposing of Voting Stock and each Person, and any Affiliate or Associate
thereof, that is a member of such group.



          (xvi) The term “Related Person” shall mean any Person who, alone or
together with any Affiliates or Associates is:




               (A) the Beneficial Owner, directly or indirectly, of an aggregate
percentage of the outstanding Voting Stock equal to or exceeding ten percent
(10%), or




               (B) an assignee of or otherwise has succeeded to the Beneficial Ownership
of any shares of Voting Stock which were at any time within the two-year period
immediately prior to the date in question Beneficially Owned by any Related
Person, if such assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering within
the meaning of the Securities Act of 1933, as amended; provided, however, that
the term “Related Person” shall not include (v) any officer or director
initially appointed by the sole incorporator of the Corporation or any of their
Affiliates or Associates, (w) any one or a group of more than one Continuing
Director, (x) the corporation or any Subsidiary all of the Capital Stock of or
other ownership interest in which is directly or indirectly owned by the
Corporation, (y) any Person whose acquisition of such aggregate percentage of
Voting Stock was approved by not less than a two-thirds vote of the Continuing
Directors prior to such acquisition or (z) any pension, profit sharing,
employee stock ownership or other employee benefit plan of the corporation or
any Subsidiary or any trustee or fiduciary when acting in such capacity with
respect to any such plan.



          (xvii) The term “Subsidiary” shall mean any Person a majority of any class
of equity securities in which is owned, directly or indirectly, by the
corporation, one or more Subsidiaries or the corporation and one or more
Subsidiaries.



          (xviii) The term “Substantial Amount” shall mean the amount of stock,
securities or other assets or property having a Fair Market Value equal to ten
percent (l0%) or more of the Fair Market Value of the total consolidated assets
of the corporation and its Subsidiaries taken as a whole as of the end of the
most recent fiscal year of the corporation ended prior to the time as of which
the determination is being made.



          (xix) The term “Voting Stock” shall mean all outstanding Common Stock of
the corporation and all other outstanding Capital Stock, if any, entitled to
vote on each matter on which the holders of record of Common Stock shall be
entitled to vote, and each reference to a proportion of shares of Voting Stock
shall refer to such proportion of the votes entitled to be cast by the holders
of such shares of Common Stock and other Capital Stock voting as one class (it
being understood that for purposes of this Article EIGHTH, each share of Voting
Stock shall have the number of votes granted to it in accordance with Article
FOURTH of this Certificate of incorporation).



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     (e)  The fact that any Business Combination complies with the provisions of
paragraph (c)(ii) of this Article EIGHTH shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors, or any
member thereof, to approve such Business Combination or recommend its adoption
or approval to the stockholders of the corporation, nor shall such compliance
limit, prohibit or otherwise restrict in any manner the Board of Directors, or
any member thereof, with respect to evaluations of or actions and responses
taken with respect to such Business Combination.



     (f)  A majority of the Continuing Directors of the corporation shall have
the power and duty to determine for the purposes of this Article EIGHTH, on the
basis of information known to then after reasonable inquiry, (i) whether a
person is a Related Party, (ii) the number of shares of Voting Stock
Beneficially Owned by any person, and (iii) whether a person is an Affiliate or
Associate of another. A majority of the Continuing Directors of the
corporation shall have the further power to interpret all of the terms and
provisions of this Article EIGHTH.



     (g)  The affirmative vote of not less than sixty-six and two-thirds percent
(66-2/3%) of the outstanding shares of Voting Stock which are not Beneficially
Owned by any Related Person or any Affiliate or Associate of a Related Person
shall be required to alter, amend or repeal, or adopt any provisions
inconsistent with, the provision set forth in this Article EIGHTH; provided,
however, that if the Continuing Directors shall by a two-thirds vote of such
Continuing Directors have adopted a resolution approving the amendment or
repeal proposal and have determined to recommend it for approval by the holders
of stock entitled to vote thereon, then the vote required shall be the
affirmative vote of the holders of at least a majority of the outstanding
shares entitled to vote thereon.



NINTH: Subject to the other terms of this Certificate of Incorporation, the
Corporation reserves the right to amend, altar, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute and this Certificate of Incorporation, and all rights
conferred on stockholders herein are granted subject to this reservation.



TENTH: The period of duration of the Corporation is perpetual.





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