| Exhibit 3.1 |
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**RESTATED CERTIFICATE OF INCORPORATION****OFEXPRESSJET HOLDINGS, INC.**

**(Originally incorporated on August 30, 1996under the name Continental Reservations Inc.)**

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                       **ONE:             ** The name of the corporation is ExpressJetHoldings, Inc. (hereinaf­ter referred to as the "*Corporation*").

                       **TWO:             ** The address of the registered office of theCorpora­tion in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of NewCastle.  The name of the registered agent of the Corporation at that address is The Corporation Trust Company.

                       **THREE:**         The nature of the business or purposes to be conducted or promoted isto engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State ofDelaware (the "*GCL*").

                       **FOUR:**            The total number of shares of all classes of stockwhich the Corporation shall have authority to issue is 210 million, consisting of 200 million shares of Common Stock, par value onecent ($.01) per share (the "*Common Stock*"), and 10 million shares of a class of Pre­ferred Stock, par value one cent($.01) per share (the "*Pre­fer­red Stock*").

                       **SECTION 1.   *Preferred Stock*. ** The Board of Directors is authorized, subject to any limitationsprescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to theapplicable law of the State of Delaware (such certificate being hereinafter referred to as a "*Preferred Stock Designation*"),to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers,preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. 

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The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereofthen outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of thePreferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any PreferredStock Designa­tion.

                                   Pursuant to the authority conferred by this *Article Four*,the following series of Preferred Stock has been designated, such series consisting of such number of shares, with such votingpowers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications,limitations or restrictions therefor as are stated and expressed in the exhibit with respect to such series attached hereto asspecified below and incorporated herein by reference:

**                       Exhibit A**:  Series A Junior Participating Preferred Stock

                       **SECTION 2.   *Common Stock*. ** Each outstanding share of Common Stock shall entitle the holder thereof toone vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however,that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this RestatedCertificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or moreoutstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a classwith the holders of one or more other such series, to vote thereon by law or pursuant to this Restated Certificate of Incorporation(including any Preferred Stock Designation). 

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                       **FIVE:             ** The following provisions are inserted for themanagement of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulationof the powers of the Corporation and of its directors and stock­holders:

                       A.        The business and affairs of the Corporation shall be managed by or under the directionof the Board of Directors.  In addition to the powers and authority expressly conferred upon them by statute or by thisRestated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all suchpowers and do all such acts and things as may be exercised or done by the Corporation.

                       B.         Except as otherwise consistent with applicable statutory, regulatory andinterpretive restrictions regarding foreign ownership or control of U.S. air carriers, at least two-thirds of the directors of theCorporation shall be "*U.S. Citizens*" (as defined in *Article Eight, Section 1* hereof).

                       C.        The directors of the Corporation need not be elected by written ballot unless theBylaws so provide.

                       D.        Upon and after such time (the "*Trigger Date*") as Continental Airlines and itsControlled Affiliates (as defined in this *Subsection D* of this *Article Five*) cease to own shares of capital stock ofthe Corporation representing more than fifty percent (50%) of the voting power of all of the then-outstanding shares of capitalstock of the Corporation entitled to vote generally in the election of directors, any action required or permitted to be taken bythe stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporationand may not be effected by any consent in writing by such stockholders.  For purposes of *Article Four* and *ArticleTen* hereof and this *Subsection D* of this *Article Five*, the following terms shall have the following meanings:

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                                   (i)         "*Affiliate*" means, as applied to a Person, any other Person directly orindirectly controlling, controlled by, or under common control with, that Person. 

                                   (ii)        "C*ontrol*" (including, with correlative meanings, the terms"*controlling*," "*controlled by*" and "*under common control with*"), as applied to any Person, means thepossession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person,whether through the ownership of voting securities, by contract or otherwise.

                                   (iii)       "*Controlled Affiliate*" shall mean, with respect to any Person (as defined in*Article Eight*), one or more of such Person's Affiliates that is directly or indirectly controlled by **such Person.

                       E.         Special meetings of stockholders of the Corporation may be called only by theChairman of the Board or the President, or by the Board of Directors acting pursuant to a resolution adopted by a majority of theWhole Board.  For purposes of this Restated Certificate of Incorporation, the term "*Whole Board*" shall mean the totalnumber of authorized directors regardless of whether there exist any vacancies in such authorized directorships.

                       **SIX:**

                       A.        Subject to the rights of the holders of any series of Preferred Stock to electadditional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by theBoard of Directors pursuant to a resolution adopted by a majority of the Whole Board.  The directors, other than those who maybe elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided into three classes, withthe term of office of the first class to expire at the Corporation's first annual meeting of stockholders after the directors arefirst elected to such classes, the term of office of the second class to expire at the Corporation's second annual meeting ofstockholders after the directors are first elected to such

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classes and the term of office of the third class to expire at the Corporation's third annual meeting of stockholders after thedirectors are first elected to such classes, with each director to hold office until his or her successor shall have been dulyelected and qualified.  At each annual meeting of stockholders, directors elected to succeed those directors whose termsexpire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election,with each director to hold office until his or her successor shall have been duly elected and qualified. 

                       B.         Subject to the rights of the holders of any series of Preferred Stock thenoutstanding, newly created director­ships resulting from any increase in the authorized number of directors or any vacancies inthe Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall,unless otherwise required by law or by resolu­tion of the Board of Directors, be filled only by a majority vote of thedirectors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall hold office for a termexpiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires anduntil such director's successor shall have been duly elected and qualified.  No decrease in the authorized number of directorsshall shorten the term of any incumbent director.

                       C.        Advance notice of stockholder nominations for the election of directors and ofbusiness to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the mannerprovided in the Bylaws of the Corporation.

                       D.        Subject to the rights of the holders of any series of Preferred Stock thenoutstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by theaffirmative vote of the holders of a majority of the voting power of all of the then‐out­standing shares of capital stockof the Corporation entitled to vote generally in the

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  election of direc­tors, voting together as a single class; provided, however, that from and after theTrigger Date, such removal may only be for cause by the affirmative vote of the holders of at least eighty percent (80%) of thevoting power of all of the then‐out­standing shares of capital stock of the Corporation entitled to vote generally in theelection of direc­tors, voting together as a single class.

                       **SEVEN:**          The Board of Directors is expressly empowered to adopt, amendor repeal Bylaws of the Corporation.  Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board ofDirectors shall require the approval of a majority of the Whole Board.  The stockholders shall also have power to adopt, amendor repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any classor series of stock of the Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of theholders of a majority of the voting power of all of the then‐out­standing shares of the capital stock of the Corporationentitled to vote generally in the election of direc­tors, voting together as a single class, shall be required to so adopt,amend or repeal any provision of the Bylaws of the Corporation; provided, however, that from and after the TriggerDate, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of thethen‐out­standing shares of the capital stock of the Corporation entitled to vote generally in the election ofdirec­tors, voting together as a single class, shall be required to so adopt, amend or repeal any provision of the Bylaws ofthe Corporation.

**                       EIGHT:**

**                       SECTION 1.   *Limitation of Voting Rights*.**  Notwithstanding anything to the contrary contained in thisRestated Certificate of Incorporation, at no time shall shares of capital stock of the Corporation be voted by, or at the directionof, Persons ("*Non-U.S. Citizens*") who are not "*citizens of the United States*" as defined in 49 U.S.C. 40102(a)(15),as now in effect or as it may hereafter from time to time be amended ("*U.S. Citizens*"), unless such shares are

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registered on the separate stock record maintained by the Corporation for the registration of ownership of Voting Stock, asdefined in the Bylaws, by Non-U.S. Citizens.

**                       SECTION 2.   *Bylaws, Etc.*** 

                       A.        The Bylaws of the Corporation may contain provisions to implement the requirements ofthis *Article Eight*.

                       B.         All shares of Common Stock or any other Voting Stock of the Corporation aresubject to the restrictions set forth in this*Article Eight*.

                       C.        A majority of the directors of the Corporation shall have the exclusive power todetermine all matters necessary to determine compliance with this *Article Eight*; and the good faith determination of amajority of the directors on such matters shall be conclusive and binding for all the purposes of this *Article Eight*.

**                       SECTION 3.   *Beneficial Ownership Inquiry. ***

                       A.        The Corporation may by notice in writing (which may be included in the form of proxyor ballot distributed to stockholders of the Corporation in connection with the annual meeting (or any special meeting) of thestockholders of the Corporation, or otherwise) require a Person that is a holder of record of equity securities of the Corporationor that the Corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of equity securities of theCorporation to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxyor ballot by such Person) that, to the knowledge of such Person:

                                   (i)         all equity securities of the Corporation as to which such Person has recordownership or Beneficial Ownership are owned and controlled only by U.S. Citizens; or

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                                   (ii)        the number and class or series of equity securities of the Corporation owned ofrecord or Beneficially Owned by such Person that are owned or controlled by Non-U.S. Citizens are as set forth in suchcertificate.

                       As used in *Article Four* hereof and this *Article Eight*, "*Beneficial Ownership*," "*Beneficially Owned*,""*Owned Beneficially*" or "*Beneficially Owns*" refers to beneficial ownership as defined in Rule 13d-3 (without regardto the 60-day provision in paragraph (d)(1)(i) thereof) under the Securities Exchange Act of 1934, as amended.  As used inthis Restated Certificate of Incorporation, "*Person*" means an individual, partnership, corporation, business trust, jointstock company, limited liability company, unincorporated association, joint venture or other entity of whatever nature.

                       B.         With respect to any equity securities identified by such Person in response to*Section 3(a)(ii)* of this *Article Eight*, the Corporation may require such Person to provide such further informationas the Corporation may reasonably require in order to implement the provisions of this *Article Eight*.

                       C.        For purposes of applying the provisions of this *Article Eight* with respect toany equity securities of the Corporation, in the event of the failure of any Person to provide the certificate or other informationto which the Corporation is entitled pursuant to this *Section 3*, the Corporation shall presume that the equity securities inquestion are owned or controlled by Non-U.S. Citizens.

                       **NINE:**            A director of the Corporation shall not bepersonal­ly liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts oromissions not in good faith or which involve intentional misconduct or

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a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived animproper personal benefit.  If the GCL is amended to authorize corporate action further eliminating or limiting the personalliability of direc­tors, then the liability of a director of the Corporation shall be eliminated or limited to the fullestextent permitted by the GCL, as so amended.

                       Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any rightor protection of a director of the Corporation existing at the time of such repeal or modification.  All references in this*Article Nine* to a director shall also be deemed to refer to any such director acting in his or her capacity as a ContinuingDirector (as defined in *Article Thirteen*).

                       **TEN:**

                       A.        If Continental Airlines or any of its Affiliates (collectively, "*Parent*") orany director or officer of the Corporation who is a director, officer or employee of Parent acquires knowledge of a potentialtransaction or matter which may be a Competitive Opportunity or otherwise is then exploiting any Competitive Opportunity, theCorporation shall have no interest in, and no expectation that, such Competitive Opportunity be offered to it, any such interest orexpectation being hereby renounced so that Parent and such individuals (1) shall (i) have no duty to communicate or present suchCompetitive Opportunity to the Corporation and (ii) have the right to hold any such Competitive Opportunity for Parent's (and itsofficers', directors', agents', stockholders', members', partners', Affiliates' or Subsidiaries') own account and benefit; or torecommend, assign or otherwise transfer or deal in such Competitive Opportunity to Persons other than the Corporation or anyAffiliate of the Corporation and (2) cannot be, and shall not be, liable to the Corporation or its stockholders for breach of anyfiduciary duty as a stockholder, officer or director of the Corporation or otherwise by reason of the fact that Parent or any suchindividual pursues or acquires such Competitive Opportunity for

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Parent, directs, sells, assigns or otherwise transfers or deals in such Competitive Opportunity to another Person, or does notcommunicate information regarding such Competitive Opportunity to the Corporation.

                       B.         For purposes of this *Article Ten*, **the following terms shall havethe following meanings: 

                                   (i)         "*Capital Stock*" of any Person means any and all shares, interests,rights to purchase, options, warrants, participation or other equivalents of or interest in (however designated) the equity of suchPerson, including any preferred stock.

                                   (ii)        "*Competitive Opportunity*" means an investment or business opportunity orprospective economic or competitive advantage in which the Corporation could have an interest or expectancy.

                                   (iii)       "*Subsidiary*" of any Person means any other Person of which more than fifty percent(50%) of the total Voting Power thereof or the Capital Stock thereof is at the time owned or controlled, directly or indirectly, bythe first Person and/or one or more of its Subsidiaries.

                                   (iv)       "*Voting Power*" means, as of the date of determination, the voting power in thegeneral election of directors, managers or trustees, as applicable.

                       **ELEVEN:**       The Corporation elects not to be governed by Section 203 of the GCL.

                       **TWELVE:**      The Corporation shall indemnify, to the full extent permitted by the laws of the Stateof Delaware as from time to time in effect, each director and officer of the Corporation, and may indemnify each employee and agentof the Corporation, and all other persons whom the Corporation is authorized to indemnify under the provisions of the GCL.

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                       **THIRTEEN:**  The Board of Directors is expressly authorized to cause the Corporation to issue rights pursuant to Section157 of the GCL and, in that connection, to enter into any agreements necessary or convenient for such issuance, and to enter intoother agreements necessary and convenient to the conduct of the business of the corporation.  Any such agreement may includeprovisions limiting, in certain circumstances, the ability of the Board of Directors of the Corporation to redeem the securitiesissued pursuant thereto or to take other action thereunder or in connection therewith unless there is a specified number orpercentage of Continuing Directors then in office.  Pursuant to Section 141(a) of the GCL, the Continuing Directors shall havethe power and authority to make all decisions and determinations, and exercise or perform such other acts, that any such agreementprovides that such Continuing Directors shall make, exercise or perform.  For purposes of this *Article Thirteen* and anysuch agreement, the term, "*Continuing Directors*," shall mean (1) those directors who were members of the Board of Directorsof the Corporation at the time the Corporation entered into such agreement and any director who subsequently becomes a member ofthe Board of Directors, if such director's nomination for election or appointment to the Board of Directors is recommended orapproved by the majority vote of the Continuing Directors then in office and (2) such other members of the Board of Directors, ifany, designated in, or in the manner provided in, such agreement as Continuing Directors.

                       **FOURTEEN:** The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate ofIncorpora­tion in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders aregranted subject to this reservation; provided, however, that, notwithstand­ing any other provision of thisRestated Certificate of Incorpora­tion or any provision of law that might otherwise permit a lesser vote or no vote, but inaddition to any vote of the holders of any class or series of the stock of the Corporation required by

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law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power ofall of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election ofdirec­tors, voting together as a single class, shall be required to amend or repeal this *Article Fourteen*, *SectionsD* or *E* of *Article Five*, *Article Six*, *Article Seven*, *Article Nine*, *Article Ten*,*Article Eleven,**Article Twelve* or *Article Thirteen*; provided, however, that from and after theTrigger Date, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of thethen-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of direc­tors,voting together as a single class, shall be required to amend or repeal this *Article Fourteen*, *Sections D* or *E*of *Article Five*, *Article Six*, *Article Seven*, *Article Nine*, *Article Ten*, *Article Eleven,**Article Twelve* or *Article Thirteen*.

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                       IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which only restates and integrates and does not further amend theprovisions of the Restated Certificate of Incorporation of the Corporation as heretofore amended or supplemented, there being nodiscrepancies between those provisions and the provisions of this Restated Certificate of Incorporation, and which has been dulyadopted in accordance with Section 245 of the GCL, has been executed by its duly authorized officer this 21st day of April,2005.

|   |                        | **EXPRESSJET HOLDINGS, INC.**                                                                                                                                                                                                                     |
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|        |                                                                                         | By: /s/Scott R.Peterson*                                    * |
|        |                                                                                                   | Scott R. Peterson Secretary                                                                                                                                                                                                                       |

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**Exhibit A**

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

            Section  1.       Designation and Amount.  The shares of this series shall be designated as "Series A Junior Participating PreferredStock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 100,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decreaseshall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus thenumber of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of anyoutstanding securities issued by the Corporation convertible into Series A Preferred Stock.

            Section  2.       Dividends and Distributions.

                                   (A)       Subject to the rights of the holders of any shares of any series of Preferred Stock (or anyother stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of SeriesA Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally availablefor the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each suchdate being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Dateafter the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded tothe nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate per shareamount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or otherdistributions, other than a dividend payable in shares of Common Stock, par value $.01 per share (the "Common Stock"), of theCorporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the CommonStock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend PaymentDate, since the first issuance of any share or fraction of a share of Series A Preferred Stock.  In the event the Corporationshall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision orcombination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of adividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount towhich holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the preceding sentenceshall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstandingimmediately prior to such event.

                                   (B)       The Corporation shall declare a dividend or distribution on the Series A Preferred Stock asprovided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other thana dividend payable in shares of Common Stock).

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                                   (C)       Dividends due pursuant to paragraph (A)  of this Section shall begin to accrue and becumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date ofissue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend PaymentDate, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date ofissue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of SeriesA Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of whichevents such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaiddividends shall not bear interest.  Dividends paid on the shares of Series A Preferred Stock in an amount less than the totalamount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis amongall such shares at the time outstanding.  The Board of Directors may fix a record date for the determination of holders ofshares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record dateshall be not more than 60 days prior to the date fixed for the payment thereof.

            Section  3.       Voting Rights.  The holders of shares of Series A Preferred Stock shall have the following voting rights:

                                   (A)       Subject to the provision for adjustment hereinafter set forth, each share of Series APreferred Stock shall entitle the holder thereof to 1000 votes on all matters submitted to a vote of the stockholders of theCorporation.  In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in sharesof Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (byreclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares ofCommon Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock wereentitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is thenumber of votes entitled to be cast by the holders of shares of Common Stock outstanding immediately after such event and thedenominator of which is the number of votes entitled to be cast by the holders of shares of Common Stock that were outstandingimmediately prior to such event.

                                   (B)       Except as otherwise provided in the Restated Certificate of Incorporation, including anyother Certificate of Designation creating a series of Preferred Stock or any similar stock, or by law, the holders of shares ofSeries A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having generalvoting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

                                   (C)       Except as set forth herein, or as otherwise required by law, holders of Series A PreferredStock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to votewith holders of Common Stock as set forth herein) for taking any corporate action.

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            Section  4.       Certain Restrictions.

                                   (A)       Whenever quarterly dividends or other dividends or distributions payable on the Series APreferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends anddistributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, theCorporation shall not:

                                                 (i)     declare or pay dividends, or make any other distributions, on any shares of stock ranking junior(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

                                                (ii)     declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity(either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paidratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to thetotal amounts to which the holders of all such shares are then entitled; or

                                               (iii)     redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (eitheras to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that theCorporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of anystock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A PreferredStock.

                                   (B)       The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwiseacquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of thisSection 4, purchase or otherwise acquire such shares at such time and in such manner.

            Section  5.       Reacquired Shares.  Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in anymanner whatsoever shall be retired and canceled promptly after the acquisition thereof.  The Corporation shall take all suchactions as are necessary to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissuedas part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in theRestated Certificate of Incorporation, including any Certificate of Designation creating a series of Preferred Stock or any similarstock, or as otherwise required by law.

            Section  6.       Liquidation, Dissolution or Winding Up.  Upon any liquidation, dissolution or winding up of the Corporation, theholders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provisionfor adjustment hereinafter set forth, equal to 1000 times the aggregate amount to be distributed per share to holders of shares ofCommon Stock plus an amount equal to any accrued and unpaid dividends.  In the event the Corporation shall at any time declareor pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidationof the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of CommonStock) into a greater or lesser number of shares of Common Stock, then in each such case

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the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event underthe preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of sharesof Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock thatwere outstanding immediately prior to such event.

            Section  7.       Consolidation, Merger, etc.  In case the Corporation shall enter into any consolidation, merger, combination or othertransaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any otherproperty, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changedinto an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1000 times the aggregate amountof stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share ofCommon Stock is changed or exchanged.  In the event the Corporation shall at any time declare or pay any dividend on theCommon Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding sharesof Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to theexchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numeratorof which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately prior to such event.

            Section  8.       Amendment.  The Restated Certificate of Incorporation shall not be amended in any manner, including in a merger orconsolidation, which would alter, change, or repeal the powers, preferences or special rights of the Series A Preferred Stock so asto affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series APreferred Stock, voting together as a single class.

            Section 9.        Rank.  The Series A Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation,dissolution and winding up, junior to all series of Preferred Stock.

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