1

 
thereafter acquired and to sell, pledge, or otherwise dispose of such bonds or otherobligations of the Corporation for its corporate purposes.     To purchase, hold, sell and transfer the shares of its own capital stock; provided it shallnot use its funds or property for the purchase of its own shares of capital stock when such usewould cause any impairment of its capital except as otherwise permitted by law, and providedfurther that shares of its own capital stock belonging to it shall not be voted upon directly orindirectly.     To have one or more offices, to carry on all or any of its operations and business and withoutrestriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell,convey or otherwise dispose of real and personal property of every class and description in any ofthe States, Districts, Territories or Colonies of the United States, and in any and all foreigncountries, subject to the laws of such State, District, Territory, Colony or Country.     In general, to carry on any other business in connection with the foregoing, and to have andexercise all the powers conferred by the laws of Delaware upon corporations, formed under the acthereinafter referred to, and to do any or all of the things hereinbefore set forth to the sameextent as natural persons might or could do.     The objects and purposes specified in the foregoing clauses shall, except where otherwiseexpressed, be in nowise limited or restricted by reference to, or inference from, the terms of anyother clause in this Certificate of Incorporation, but the objects and purposes specified in eachof the foregoing clauses of this article shall be regarded as independent objects and purposes.     FOURTH: The total number of shares of stock of all classes which the Corporation has authorityto issue is three hundred and five million (305,000,000) shares of which three hundred million(300,000,000) shares shall be Common Stock, with a par value of one dollar ($1) per share, and fivemillion (5,000,000) shares shall be Preferred Stock, with a par value of one dollar ($1) per share.     The designations and the powers, preferences and rights, and the qualifications, limitationsor restrictions of the shares of each class of stock are as follows:     1. The Preferred Stock may be issued from time to time in one or more series, the shares ofeach series to have such voting powers, full or limited, and such designations, preferences andrelative, participating, optional or other special rights and qualifications, limitations orrestrictions thereof as are stated and expressed herein or in the resolution or resolutionsproviding for the issue of such series, adopted by the Board of Directors as hereinafter provided.     2. Authority ishereby expressly granted to the Board of Directors of the Corporation,subject to the provisions of this Article FOURTH and to the limitations prescribed by law, toauthorize the issue of one or more series of Preferred Stock and with respect to each such seriesto fix by resolution or resolutions providing for the issue of such series the voting powers, fullor limited, if any, of the shares of such series and the designations, preferences and relative,participating, optional or other special rights and qualifications, limitations or restrictionsthereof. The authority of the Board of Directors with respect to each series shall include, but notbe limited to, the determination or fixing of the following:     (a) The designation of such series.     (b) The dividend rate of such series, the conditions and dates upon which such dividends shallbe payable, the relation which such dividends shall bear to the dividends payable on any otherclass or classes of stock, and whether such dividends shall be cumulative or non—cumulative.     (c) Whether the shares of such series shall be subject to redemption by the Corporation and,if made subject to such redemption, the times, prices and other terms and conditions of suchredemption.
2

 
     (d) The terms and amount of any sinking fund provided for the purchase or redemption of theshares of such series.     (e) whether or not the shares of such series shall be convertible into or exchangeable forshares of any other class or classes of any other series of any class or classes of stock of theCorporation, and, if provision be made for conversion or exchange, the times, prices, rates,adjustments, and other terms and conditions of such conversion or exchange.     (f) The extent, if any, to which the holders of the shares of such series shall be entitled tovote with respect to the election of Directors or otherwise.     (g) The restrictions, if any, on the issue or reissue of any additional Preferred Stock.     (h) The rights of the holders of the shares of such series upon the dissolution of, or uponthe distribution of assets of, the Corporation.     3. The Series A Preferred Stock shall have the powers, preferences and relative,participating, optional or other special rights and qualifications, limitations and restrictionsthereof as set forth in **Exhibit A**hereto.     4. Subject to all of the rights of the Preferred Stock, and except as may be expresslyprovided with respect to the Preferred Stock herein, by law or by the Board of Directors pursuantto this Article FOURTH:     (a) dividends may be declared and paid or set apart for payment upon the Common Stock out ofany assets or funds of the Corporation legally available for the payment of dividends;     (b) the holders of Common Stock shall have the exclusive right to vote for the election ofDirectors and on all other matters requiring stockholder action, each share being entitled to onevote; and     (c) upon the voluntary or involuntary liquidation, dissolution or winding up of theCorporation, the net assets of the Corporation shall be distributed pro rata to the holders of theCommon Stock in accordance with their respective rights and interests.     5. No holder of any shares of any class of stock of the Corporation shall be entitled as ofright, to purchase or subscribe for any part of the unissued shares of any class of stock of theCorporation to be issued by reason of any increase of the authorized capital stock of theCorporation or the number of its shares, or of bonds, certificates of indebtedness, debentures, orother securities convertible into any class of stock of the Corporation, or any shares of any classof stock of the Corporation purchased by it or its nominee or nominees.     FIFTH: The amount of capital with which this Corporation will commence business is OneThousand Dollars ($1,000).     SIXTH: The names and places of residence of the incorporators are as follows:     NAMES RESIDENCES H. E.Grantland Wilmington, Delaware H. H.Snow Wilmington, Delaware L. E.Gray Wilmington, Delaware     SEVENTH: The Corporation is to have perpetual existence.     EIGHTH: The private property of the stockholders shall not be subject to the payment ofcorporate debts to any extent whatever.
3

 
     NINTH: The property and affairs of the Corporation shall be managed by or under the directionof its Board of Directors. The number of Directors constituting the entire Board shall be not lessthan six nor more than twelve, as fixed from time to time exclusively by a vote of a majority ofthe Board of Directors. Prior to the 2011 annual meeting of stockholders, the Board of Directorsshall be divided into three classes, as nearly equal in number as the then total number ofDirectors constituting the entire Board permits, with the term of office of one class expiring eachyear. Commencing with the annual meeting of stockholders in 2011, each class of directors whoseterm shall expire shall be elected to hold office for a one-year term expiring at the next annualmeeting of stockholders.     Subject to the rights of the holder of any series of Preferred Stock then outstanding, anyvacancies in the Board of Directors for any reason and any newly created Directorships by reason ofany increase in the number of Directors occurring after the 2010 annual meeting of stockholders maybe filled only by the Board of Directors, acting by a majority of the Directors then in office,although less than a quorum, and any Directors so chosen shall hold office until the next annualmeeting of stockholders and until their successors are elected and qualified. No decrease in thenumber of Directors constituting the Board of Directors shall shorten the term of any incumbentDirector.     Subject to the rights of the holders of any series of Preferred Stock then outstanding, anyDirector, or the entire Board of Directors, may be removed from office at any time, but only by theaffirmative vote of the holders of a majority of the voting power of all of the shares of capitalstock of the Corporation entitled to vote generally in the election of Directors, voting togetheras a single class.     In addition to any requirements of law and any other provision of this Certificate ofIncorporation (and notwithstanding the fact that a lesser percentage may be specified by law orthis Certificate of Incorporation), the affirmative vote of the holders of at least 80% of thevoting power of all of the shares of capital stock of the Corporation entitled to vote generally inthe election of Directors, voting together as a single class, shall be required to amend or repeal,or to adopt any provision inconsistent with, this Article NINTH.     TENTH: In furtherance and not in limitation of the powers conferred by statute, the Board ofDirectors is expressly authorized:     To make and alter the by-laws of the Corporation.     To authorize and cause to be executed mortgages and liens upon the real and personal propertyof the Corporation.     To set apart out of any of the funds of the Corporation available for dividends a reserve orreserves for any proper purpose or to abolish any such reserve in the manner in which it wascreated.     By resolution or resolutions, passed by a majority of the whole Board to designate one or morecommittees, each committee to consist of two or more of the Directors of the Corporation, which, tothe extent provided in said resolution or resolutions or in the by-laws of the Corporation, shallhave and may exercise the powers of the Board of Directors in the management of the business andaffairs of the Corporation, and may have power to authorize the seal of the Corporation to beaffixed to all papers which may require it. Such committee or committees shall have such name ornames as may be stated in the by-laws of the Corporation or as may be determined from time to timeby resolution adopted by the Board of Directors.     The Corporation may in its by-laws confer powers upon its Board of Directors in addition tothe foregoing, and in addition to the powers and authorities expressly conferred upon it byStatute.     A Director’s liability to the Corporation for breach of duty to the Corporation or itsstockholders shall be limited to the fullest extent permitted by Delaware law as now in effect orhereafter amended; provided, however, the foregoing provision shall not eliminate or limit theliability of a Director for any act or omission occurring prior to the date when the foregoingprovision becomes effective; provided further, that any repeal or modification of the foregoingprovision which has the effect of increasing the liability of a Director to the corporation or its
4

 
stockholders shall be prospective only and shall not adversely affect the rights and immunities ofa Director existing at the time of such repeal or modification.     ELEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and itscreditors or any class of them and/or between this Corporation and its stockholders or any class ofthem, any court of equitable jurisdiction within the State of Delaware may, on the application in asummary way of this Corporation or of any creditor or stockholder thereof, or on the application ofany receiver or receivers appointed for this Corporation under the provisions of Section 3883 ofthe Revised Code of 1915 of said State, or on the application of Trustees in dissolution or of anyreceiver or receivers appointed for this Corporation under the provisions of Section 43 of theGeneral Corporation Law of the State of Delaware, order a meeting of the creditors or class ofcreditors, and/or of the stockholders or class of stockholders of this Corporation, as the case maybe, to be summoned in such manner as the said Court directs. If a majority in number representingthree-fourths in value of the creditors or class of creditors, and/or of the stockholders or classof stockholders of this Corporation, as the case may be, agree to any compromise or arrangement andto any reorganization of this Corporation as consequence of such compromise or arrangement, thesaid compromise or arrangement and said reorganization shall, if sanctioned by the Court to whichthe said application has been made, be binding on all the creditors or class of creditors, and/oron all the stockholders or class of stockholders, of this Corporation, as the case may be, and alsoon this Corporation.     TWELFTH: No contract or other transaction between the Corporation and any other corporationshall be affected or invalidated by the fact that any one or more of the Directors of thisCorporation is or are interested in, or is a director or officer, or are directors or officers ofsaid other corporation, and any Director or Directors, individually or jointly, may be a party orparties to, or may be interested in any contract or transaction with this Corporation, or in whichthis Corporation is interested, and no contract, or act or transaction of this Corporation shall beaffected or invalidated by the fact that any Director or Directors of this Corporation is a partyor are parties to, or are interested in such contract, act or transaction.     THIRTEENTH: Both stockholders and Directors shall have power, if the by-laws so provide, tohold their meetings, and to have one or more offices within or without the State of Delaware, andto keep the books of this Corporation (subject to the provisions of the Statutes), outside of theState of Delaware at such places as may be from time to time designated by the Board of Directors.     FOURTEENTH: Any action required or permitted to be taken by the stockholders of theCorporation must be effected at a duly called annual or special meeting of stockholders of theCorporation and may not be effected by any consent in writing by such stockholders. specialmeetings of stockholders of the Corporation may be called only by the Chairman of the Board or thePresident or by the Board of Directors pursuant to a resolution adopted by a majority of the entireBoard of Directors. In addition to any requirements of law and any other provision of thisCertificate of Incorporation (and notwithstanding the fact that a lesser percentage may bespecified by law or this Certificate of Incorporation), the affirmative vote of the holders of atleast 80% of the voting power of all of the shares of capital stock of the Corporation entitled tovote generally in the election of Directors, voting together as a single class, shall be requiredto amend or repeal, or to adopt any provision inconsistent with, this Article FOURTEENTH.     FIFTEENTH: In addition to any requirements of law and any other provision of this Certificateof Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law orthis Certificate of Incorporation), the affirmative vote of the holders of at least 80% of thevoting power of all of the shares of capital stock of the Corporation entitled to vote generally inthe election of Directors, voting together as a single class, shall be required for thestockholders of the Corporation to adopt, repeal, alter or amend any bylaws of the Corporation.     SIXTEENTH: The stockholder vote required to approve Business Combinations (as hereinafterdefined) shall be as set forth in this Article SIXTEENTH.
5

 
     Section 1. Higher Vote for Certain Business Combinations. In addition to any affirmative voterequired by law or this Certificate of Incorporation, and except as otherwise expressly provided inSection 3 of this Article SIXTEENTH:     A. any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined)with (a) any Interested Stockholder (a is hereinafter defined) or (b) any other person (whether ornot itself an Interested Stockholder) which is, or after such merger or consolidation would be, anAffiliate (as hereinafter defined) of an Interested Stockholder; or     B. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in onetransaction or a series of transactions) to or with any Interested Stockholder or any Affiliate ofany Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregateFair Market Value (as hereinafter defined) of $25,000,000 or more; or     C. the issuance or transfer by the Corporation or any Subsidiary (in one transaction or aseries of transactions) of any securities of the Corporation or any Subsidiary to any InterestedStockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities orother property (or a combination thereof) having an aggregate Fair Market Value of $25,000,000 ormore; or     D. the adoption of any plan or proposal for the liquidation or dissolution of the Corporationproposed by or on behalf of any Interested Stockholder or any Affiliate of any InterestedStockholder; or     E. any reclassification of securities (including any reverse stock split), or recapitalizationof the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiariesor any other transaction (whether or not with or into or otherwise involving an InterestedStockholder) which has the effect, directly or indirectly, of increasing the proportionate share ofthe outstanding shares of any class of equity or convertible securities of the Corporation or anySubsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate ofany Interested Stockholder; shall require the affirmative vote of the holders of at least 80% ofthe voting power of all of the shares of capital stock of the Corporation entitled to votegenerally in the election of Directors (the “Voting Stock”), voting together as a single class (itbeing understood that for purposes of this Article SIXTEENTH, each share of the Voting Stock shallhave the number of votes granted to it pursuant to Article FOURTH of this Certificate ofIncorporation). Such affirmative vote shall be required in addition to any requirement of law andany other provision of this Certificate of Incorporation or any certificate of designationthereunder and notwithstanding the fact that no vote may be required, or that a lesser percentagemay be specified, by law or any other provision of this Certificate of Incorporation or anycertificate of designation thereunder or in any agreement with any national securities exchange orotherwise.     Section 2. Definition of “Business Combination”. The term “Business Combination” as used inthis Article SIXTEENTH shall mean any transaction which is referred to in any one or more ofparagraphs A through E of Section 1 of this Article SIXTEENTH.     Section 3. When Higher Vote is Not Required. The provisions of Section 1 of this ArticleSIXTEENTH shall not be applicable to any particular Business Combination, and such BusinessCombination shall require only such affirmative vote as is required by law and any other provisionof this Certificate of Incorporation, if, in the case of a Business Combination that does notinvolve any cash or other consideration being received by stockholders of the Corporation, solelyin their capacity as stockholders, the condition specified in the following paragraph A is met, or,in the case of any other Business Combination, all the conditions specified in either of thefollowing paragraphs A and B are met:     A. Approval by Disinterested Directors. The Business Combination shall have been approved by amajority of the Disinterested Directors (as hereinafter defined).     B. Price and Procedural Requirements. All the following conditions shall have been met:
6

 
     (i) The aggregate amount of the cash and the Fair Market Value as of the date of theconsummation of the Business Combination (the “Consummation Date”) of consideration other than cashto be received per share by holders of Common Stock in such Business Combination shall be at leastequal to the higher of the following (it being intended that the requirements of this paragraphB(i) shall be required to be met with respect to all shares of Common Stock outstanding, whether ornot the Interested Stockholder has previously acquired any shares of the Common Stock):     (a) the highest per share price (including any brokerage commissions, transfer taxes andsoliciting dealers’ fees) paid by the Interested Stockholder for any shares of Common Stockacquired by it (1) within the two-year period immediately prior to the date of the first publicannouncement of the proposal of the Business Combination (the “Announcement Date”) or (2) in thetransaction in which it became an Interested Stockholder, whichever is higher; and     (b) the Fair Market Value per share of Common Stock on the Announcement Date.     (ii) The aggregate amount of the cash and the Fair Market Value as of the Consummation Date ofthe consideration other than cash to be received per share by holders of shares of any class ofoutstanding Voting Stock, other than the Common Stock, in such Business Combination shall be atleast equal to the highest of the following (it being intended that the requirements of thisparagraph B(ii) shall he required to be met with respect to all shares of every such other class ofoutstanding Voting Stock, whether or not the Interested Stockholder has previously acquired anyshares of a particular class of Voting Stock):     (a) the highest per share price (including any brokerage commissions, transfer taxes andsoliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class of votingStock acquired by it (1) within the two-year period immediately prior to the Announcement Date or(2) in the transaction in which it became an Interested Stockholder, whichever is higher;     (b) the Fair Market Value per share of such class of Voting Stock on the Announcement Date;and     (c) the highest preferential amount per share to which the holders of shares of such class ofVoting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution orwinding up of the Corporation.     (iii) The consideration to be received by holders of shares of a particular class ofoutstanding Voting Stock (including Common Stock) shall be in cash or in the same form as theInterested Stockholder has previously paid for shares of such class of Voting Stock. If theInterested Stockholder has paid for shares of any class of voting Stock with varying forms ofconsideration, the form of consideration for such class of Voting Stock shall be either cash or theform used to acquire the largest number of shares of such class of Voting Stock previously acquiredby it.     (iv) After such Interested Stockholder has become an Interested Stockholder and prior to theconsummation of such Business Combination: (a) except as approved by a majority of theDisinterested Directors, there shall have been no failure to declare and pay at the regular datetherefor the full amount of any dividends (whether or not cumulative) payable on any class orseries of stock having a preference over the Common Stock as to dividends or upon liquidation; (b)there shall have been (1) 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 amajority of the Disinterested Directors, and (2) an increase in such annual rate of dividends asnecessary to reflect any reclassification (including-any reverse stock split) recapitalization,reorganization or any similar transaction which has the effect of reducing the number ofoutstanding shares of the Common Stock, unless the failure so to increase such annual rate isapproved by a majority of the Disinterested Directors; and (c) such interested Stockholder shallhave not become the beneficial owner of any additional shares of voting Stock except as part of thetransaction which results in such Interested Stockholder becoming an Interested Stockholder.
7

 
     (v) After such Interested Stockholder has become an Interested Stockholder, such InterestedStockholder shall not have received the benefit, directly or indirectly (except proportionately,and solely in such Interested Stockholder’s capacity, as a stockholder of the Corporation or anySubsidiary), of any loans, advances, guarantees, pledges or other financial assistance or any taxcredits or other tax advantages provided by the Corporation or any Subsidiary, whether inanticipation of or in connection with such Business Combination or otherwise.     (vi) A proxy or information statement describing the proposed Business Combination andcomplying with the requirements of the Securities Exchange Act of 1934 and the rules andregulations 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 consummationof such Business Combination (whether or not such proxy or information statement is required to bemailed pursuant to such Act or subsequent provisions).     Section 4. Certain Definitions. For the purposes of this Article SIXTEENTH:     A. “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms inRule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as ineffect on February 1, 1985.     B. A person shall be a “beneficial owner” of any Voting Stock:     (i) which such person or any of its Affiliates or Associates (as hereinabove defined)beneficially owns, directly or indirectly; or     (ii) which such person or any of its Affiliates or Associates has (a) the right to acquire(whether such right is exercisable immediately or only after the passage of time) pursuant to anyagreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights,warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangementor understanding; or     (iii) which are beneficially owned, directly or indirectly, by any other person with whichsuch person or any of its Affiliates or Associates has any agreement, arrangement or understandingfor the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.     C. “Disinterested Director” means any member of the Board of Directors of the Corporation (the“Board”) who is unaffiliated with the Interested Stockholder and was a member of the Board prior tothe time that the Interested Stockholder became an Interested Stockholder, and any successor of aDisinterested Director who is unaffiliated with the Interested Stockholder and is recommended tosucceed a Disinterested Director by a majority of Disinterested Directors then on the Board, andany person elected to fill a newly created Directorship who is unaffiliated with, and not a nomineeof, the Interested Stockholder and who is recommended by a majority of Disinterested Directors thenon the Board.     D. “Fair Market Value” means: (i) in the case of stock, the highest closing sale price duringthe 30-day period immediately preceding the date in question of a share of such stock on theComposite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on theComposite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange,on the principal United States securities exchange registered under the Securities Exchange Act of1934 on which such stock is listed, or, if such stock is not listed on any such exchange, thehighest closing bid quotation with respect to a share of such stock during the 30-day periodpreceding the date in question on the National Association of Securities Dealers, Inc. AutomatedQuotations System or any system then in use, or if no such quotations are available, the fairmarket value on the date in question of a share of such stock as determined by the Board in goodfaith; and (ii) in the case of property other than cash or stock, the fair market value of suchproperty on the date in question as determined by the Board in good faith.
8

 
     E. “Interested Stockholder” shall mean any person (other than the Corporation or anySubsidiary and other than any profit-sharing, employee stock ownership or other employee benefitplan of the Corporation or of any Subsidiary or any Trustee of or fiduciary with respect to anysuch plan when acting in such capacity) who or which:     (i) is the beneficial owner, directly or indirectly, of more than 10% of the voting power ofthe outstanding Voting Stock; or     (ii) is an Affiliate of the Corporation and at any time within the two-year period immediatelyprior to the date in question was the beneficial owner, directly or indirectly, of 10% or more ofthe voting power of the then outstanding Voting Stock; or     (iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were atany time within the two-year period immediately prior to the date in question beneficially owned byany Interested Stockholder, if such assignment or succession shall have occurred in the course of atransaction or series of transactions not involving a public offering within the meaning of theSecurities Act of 1933.     F. For the purposes of determining whether a person is an Interested Stockholder pursuant toparagraph B of this Section 4, the number of shares of Voting Stock deemed to be outstanding shallinclude shares deemed owned through application of paragraph C of this Section 4 but shall notinclude any other shares of Voting Stock which may be issuable pursuant to any agreement,arrangement or understanding, or upon exercise of conversion rights, warrants or options, orotherwise.     G. In the event of any Business Combination in which the Corporation survives, the phrase“other consideration to be received” as used in paragraphs B(i) and (ii) of Section 3 of thisArticle SIXTEENTH shall include the shares of Common Stock and/or the shares of any other class ofoutstanding voting Stock retained by the holders of such shares.     H. A “person” shall mean any individual, firm, corporation or other entity, as well as anysyndicate or group deemed to be a person for purposes of Section 14(d)(2) of the SecuritiesExchange Act of 1934, as in effect on February 1, 1985.     I. “Subsidiary” means any corporation of which a majority of any class of equity security isowned, directly or indirectly, by the Corporation; provided, however, that for the purposes of thedefinition of Interested Stockholder set forth in paragraph B of this Section 4, the term“Subsidiary” shall mean only a corporation of which a majority of each class of equity security isowned, directly or indirectly, by the Corporation.     Section 5. Powers of Disinterested Directors. A majority of the Disinterested Directors of theCorporation shall have the power and duty to determine, on the basis of information known to themafter reasonable inquiry, all facts necessary to determine compliance with this Article SIXTEENTH,including but not limited to (A) whether a person is an Interested stockholder, (B) the number ofshares of voting Stock beneficially owned by any person, (C) whether a person is an Affiliate orAssociate of another, (D) whether the requirements of paragraph B of Section 3 have been met withrespect to any Business Combination, and (E) whether the assets which are the subject of anyBusiness Combination referred to in paragraph B of Section 1 have, or the consideration to bereceived for the issuance or transfer of securities by the Corporation or any Subsidiary in anyBusiness Combination referred to in paragraph C of Section I has, an aggregate Fair market Value of$25,000,000 or more; and the good faith determination of a majority of the Disinterested Directorson such matters shall be conclusive and binding for all purposes of this Article SIXTEENTH.     Section 6. No Effect on Fiduciary Obligations of Interested Stockholders. Nothing contained inthis Article SIXTEENTH shall be construed to relieve any Interested Stockholder from any fiduciaryobligation imposed by law.
9

 
     Section 7. Amendment, Repeal, etc. In addition to any requirements of law and any otherprovisions of this Certificate of Incorporation (and notwithstanding the fact that a lesserpercentage may be specified by law or this Certificate of Incorporation), the affirmative vote ofthe holders of at least 80% of the voting power of the Voting Stock, voting together as a singleclass, shall be require to amend or repeal, or adopt any provisions inconsistent with, this ArticleSIXTEENTH.     SEVENTEENTH: The Corporation reserves the right to amend, alter, change or repeal anyprovision contained in this Certificate of Incorporation, in the manner now or hereafter prescribedby Statute, and all rights conferred upon stockholders herein are granted subject to thisreservation.     IN WITNESS WHEREOF, said Cooper Tire & Rubber Company, acting upon resolution of the Board ofDirectors, has caused its corporate seal to be hereunto affixed and this Restated Certificate ofIncorporation to be signed by Ivan W. Gorr, its Chairman of the Board, and by Stan C. Kaiman, itsSecretary, this 17th day of May, 1993.     COOPER TIRE & RUBBER COMPANY       By: /s/ Ivan W. Gorr     Ivan W. Gorr,    Chairman of the Board  (Corporate Seal)STATE OF OHIO                       )                                                     ) ss.COUNTY OF HANCOCK          )BE IT REMEMBERED, that on this 12th day of May, 1993, personally came before me, Julie Grismore, aNotary Public in and for the County and State aforesaid, Ivan W. Gorr, Chairman of the Board, andStan C. Kaiman, Secretary, respectively, of Cooper Tire & Rubber Company, a corporation of theState of Delaware, the corporation described in and which executed the foregoing RestatedCertificate, known to me personally to be such, and he, the said Ivan W. Gorr, as such Chairman ofthe Board, duly executed said Restated Certificate before me and acknowledged the said RestatedCertificate to be his act and deed and the act and deed of said corporation; that the signatures ofthe said President and of the Secretary of said corporation to said foregoing Restated Certificateare in the handwriting of the said Chairman of the Board and Secretary of said corporation,respectively, and that the seal affixed to said Restated Certificate is the common or corporateseal of said corporation.IN WITNESS WHEREOF, I have hereunto set my hand and seal of office on the day and year aforesaid.(seal)/s/ Julie A. Grismore