**Exhibit
        4.1**
  **Article
        Fourth of the Certificate of Incorporation, as amended, and**
  **Articles
        II and VI of the Amended and Restated By-Laws**
  **Article
        Fourth of the Certificate of Incorporation, as amended**
  FOURTH:
        The Corporation shall have authority to issue the following classes of stock
        in
        the following amounts with the respective powers, preferences, rights,
        qualifications, limitations and restrictions set forth below.
  (A)  Statement
        of Authorized Stock .
        The
        Corporation shall have the authority to issue a total number of 6,000 shares
        of
        capital stock of the following classes in the following amounts:
  (1)  Common
        Stock - 5,000 shares, par value $.01 per share (the "Common
        Stock");
  (2)  Preferred
        Stock - 1,000 shares, par value $.01 per share (the "Preferred
        Stock").
  (B)  Statement
        of Rights and Preferences. The
        respective designations, powers, preferences, rights, qualifications,
        limitations and restrictions of the Corporation's capital stock shall be
        as
        follows:
  (1)  Common
        Stock .
        Subject
        to the rights of the holders of the Preferred Stock, the holders of the Common
        Stock shall be entitled to dividends when, as and if declared and paid to
        the
        holders of Common Stock, and upon liquidation, dissolution or winding up
        of the
        Corporation, to share ratably in the assets of the Corporation available
        for
        distribution to the holders of Common Stock. Except as otherwise provided
        by law
        or this Certificate of Incorporation, the holders of Common Stock shall have
        full voting rights and powers and each share of Common Stock shall be entitled
        to one vote.
  (2)  Preferred
        Stock .
   SECTION
        1.  Dividends.
  (a)  Right
        to Receive Cash Dividends. The
        holders of Preferred Stock shall be entitled to receive out of any funds
        legally
        available therefor, when, as and if declared by the Corporation's Board of
        Directors, cumulative dividends at the rate of $100.00 per share, and no
        more,
        payable in cash on the last day of February in each year (unless such day
        is not
        a "business day" (a "business day" being any day which is not a legal holiday
        or
        other day on which banking institutions or any national securities exchanges
        are
        authorized by law or executive order to close), in which event on the next
        business day) (such date the "annual dividend payment date"), to holders
        of
        record as they appear on the register for the Preferred Stock on the February
        1
        immediately preceding the annual dividend payment date, all as set forth
        in this
        Section 1. The holders of Preferred Stock shall not be entitled to any dividend,
        whether payable in cash, property or stock, in excess of full cumulative
        dividends, as set forth in this Section 1.
  
 (b)  Cumulative
        Dividends; Preference. Dividends on each share of the Preferred Stock shall be cumulative (whether
        or
        not earned or declared) from the date such share is initially issued. If
        the
        full amount of the dividend, including all Accrued and Unpaid Dividends,
        payable
        with respect to any dividend period is not so paid, the cumulative amount
        of all
        Accrued and Unpaid Dividends shall be payable on the date the next annual
        dividend is paid in accordance with this Section 1. If full cumulative dividends
        are not paid upon the Preferred Stock, all dividends declared upon shares
        of the
        Preferred Stock shall be paid pro rata to the holders of the outstanding
        Preferred Stock. So long as any shares of Preferred Stock are outstanding,
        the
        Corporation shall not (i) declare, pay or set aside for payment any dividend
        or
        other distribution in respect of its Junior Distribution Stock, or call for
        redemption, redeem, purchase or otherwise acquire or permit any subsidiary
        of
        the Corporation to acquire for consideration any shares of Junior Distribution
        Stock unless full cumulative dividends for all past dividend periods shall
        have
        been declared and paid on the Preferred Stock or (ii) issue any Parity Stock
        or
        any capital stock of the Corporation which, as to payment of dividends or
        as to
        distribution of assets, ranks senior to the Preferred Stock or any security
        of
        the Corporation convertible into any of the foregoing. Accumulated dividends
        shall not bear interest.
  SECTION
        2.  Optional
        Redemption .
        The
        shares of Preferred Stock may be redeemed at the option of the Corporation,
        out
        of funds legally available therefor, in whole or in part at any time at the
        Redemption Price; provided that (i) immediately prior to authorizing or making
        any such redemption with respect to the Preferred Stock, the Corporation
        by
        resolution of its Board of Directors shall, to the extent of any funds legally
        available therefor, declare a dividend on the Preferred Stock payable on
        the
        redemption date in an amount equal to any Accrued and Unpaid Dividends as
        of
        such date and (ii) if the Corporation does not have sufficient funds legally
        available to declare and pay all Accrued and Unpaid Dividends at the time
        of
        such redemption, an amount equal to any, remaining Accrued and Unpaid Dividends
        on such shares shall be added to the Redemption Price. Notice of an optional
        redemption shall be mailed by certified or registered mail not less than
        thirty
        (30) or more than sixty (60) days in advance of the date designated for such
        redemption (herein called the "redemption date") to the holders of record
        of the
        shares of Preferred Stock to be redeemed at their respective addresses as
        the
        same shall appear on the books of the Corporation. Except as otherwise required
        by applicable law, failure to give any such notice, or any defect therein,
        shall
        not affect the validity of such a redemption.
  
 In
        case
        of any redemption pursuant to this Section 2 (or any other purchase or
        acquisition by the Corporation of shares of Preferred Stock) of a part only
        of
        the shares of Preferred Stock at the time outstanding, such redemption, purchase
        or other acquisition shall be made pro rata as nearly as practicable, according
        to the number of shares held by the respective holders, with adjustments
        to the
        extent practicable to equalize for any prior redemptions, provided that only
        full shares of Preferred Stock shall be selected for redemption.
  SECTION
        3 .  Surrender
        of Redeemed Share Certificates .
        On or
        after a redemption date, the holders of shares of Preferred Stock which have
        been called for redemption shall surrender their certificates representing
        such
        shares to the Corporation at its principal place of business or as otherwise
        notified, and thereupon the Redemption Price of such shares shall be payable
        to
        the order of the person whose name appears on such certificate or certificates
        as the owner thereof and each surrendered certificate shall be cancelled.
        The
        right to receive dividends on such shares of Preferred Stock so called for
        redemption shall cease to accrue from and after a redemption date, unless
        there
        shall have been a default in payment of the Redemption Price, and all rights
        of
        the holders of such shares of Preferred Stock, excepting only the right to
        receive the Redemption Price without interest upon surrender of their
        certificate or certificates, shall cease with respect to such shares, and
        such
        shares shall not thereafter be transferred on the books of the Corporation
        or be
        deemed to be outstanding for any purpose whatsoever.
  SECTION
        4 .  Non-Surrender
        of Redeemed Share Certificates .
        If, on
        a redemption date, the funds necessary for the redemption required on such
        date
        shall have been irrevocably deposited pursuant to law for the pro rata benefit
        of the holders of the shares of Preferred Stock called for redemption on
        such
        redemption date, or have been paid, pursuant to a separate agreement between
        the
        Corporation and any such holder, directly to such holder without surrender
        of
        any certificates registered in such holder's name, then, notwithstanding
        that
        any certificates for shares of Preferred Stock so called for redemption shall
        not have been surrendered for cancellation, the shares of Preferred Stock
        represented thereby shall no longer be deemed to be outstanding, the right
        to
        receive dividends thereon shall cease to accrue from and after such redemption
        date and all rights of the holders of such shares of Preferred Stock so called
        for redemption shall forthwith, after such redemption date, cease and terminate,
        excepting only the right to receive, if not theretofore received pursuant
        to
        such separate agreement, the Redemption Price therefor but without interest.
        Any
        moneys so deposited by the Corporation and unclaimed at the end of six (6)
        years
        from the date fixed for such redemption shall be repaid to and utilized by
        the
        Corporation, after which repayment holders of the shares of Preferred Stock
        so
        called for redemption shall look only to the Corporation for payment
        thereof.
  SECTION
        5 .  Condition
        to Corporation’s Right to Redeem .
        The
        Corporation shall not redeem any shares of Preferred Stock unless and until
        full
        cumulative dividends on all outstanding shares of Preferred Stock, other
        than
        shares then to be called for redemption, shall have been declared by the
        Board
        of Directors and paid or irrevocably deposited pursuant to law for payment
        to
        the owners of the Preferred Stock for all past dividend periods and for the
        then
        current dividend period.
  
 SECTION
        6 .  Status
        of Shares Redeemed .
        Shares
        of Preferred Stock redeemed through optional redemptions or otherwise purchased
        or acquired by the Corporation shall be retired and may not be reissued as
        shares of Preferred Stock.
  SECTION
        7 .  Voting .
        The
        holders of the shares of the Preferred Stock shall not, except as otherwise
        required by law or as set forth herein, have any right or power to vote on
        any
        question or in any proceeding or to be represented at or to receive notice
        of
        any meeting of the Corporation's stockholders. On any matters on which the
        holders of the Preferred Stock shall be entitled to vote, they shall be entitled
        to one vote for each share held.
  SECTION
        8 .   Liquidation .
        In the
        event of any complete or partial liquidation, dissolution or winding up of
        the
        Corporation, whether voluntary or involuntary, the shares of the Preferred
        Stock
        shall each be entitled to receive out of the assets of the Corporation out
        of
        funds legally available therefor, a sum equal to $1,000.00 plus an amount
        equal
        to Accrued and Unpaid Dividends on such shares to the date of such liquidation,
        dissolution or winding up, which preferential amount shall be paid in full
        before any distribution on any such liquidation, dissolution or winding up
        is
        paid upon or set apart for any class of Junior Distribution Stock. In the
        event
        of any involuntary or voluntary liquidation, dissolution or winding up of
        the
        affairs of the Corporation, the Corporation by resolution of its Board of
        Directors shall be required to, to the extent of any funds legally available
        therefor, declare a dividend on the Preferred Stock payable before any
        distribution is made to any holder of Common Stock or any other stock of
        the
        Corporation ranking junior to the Preferred Stock as to liquidation, dissolution
        or winding up, in an amount equal to any Accrued and Unpaid Dividends as
        of such
        date and if the Corporation does not have sufficient funds legally available
        to
        declare and pay all Accrued and Unpaid Dividends at the time of such
        liquidation, an amount equal to any remaining Accrued and Unpaid Dividends
        shall
        be added to the price to be received by the holders of the Preferred Stock
        for
        such Preferred Stock. If the assets of the Corporation shall be insufficient
        to
        permit the payment in full . of
        such
        preferential amounts in respect of the Preferred Stock and all other classes
        and
        series of Parity Stock, then said assets shall be distributed ratably among
        the
        holders of the shares of Preferred Stock and of such other classes and series
        of
        Parity Stock in proportion to the amounts which would be payable on such
        liquidation, dissolution or winding up if all such amounts were paid in full.
        The sale, conveyance, exchange, or transfer of all or substantially all of
        the
        assets and properties of the Corporation, except in partial or complete
        redemption of any class of Junior Distribution or Parity Stock, or the merger
        or
        consolidation of the Corporation into or with any other corporation shall
        not be
        deemed a liquidation, dissolution or winding up for the purposes
        hereof.
  
  SECTION
        9 .  Definitions .
        For the
        purposes hereof, the following terms shall have the following respective
        meanings:
  “Accrued
        and Unpaid Dividends” shall
        mean a sum equal to full dividends on the Preferred Stock, as if the same
        had
        been declared and paid at the rate specified in Section 1(b) hereof for each
        dividend period for which no dividend was declared, from the date from which
        dividends are payable on the shares of Preferred Stock, accrued to the payment
        or conversion date, as the case may be, less the aggregate amount of all
        dividends theretofore paid thereon.
  “Junior
        Distribution Stock ”
shall
        mean the Common Stock of the Corporation, any other stock over which the
        Preferred Stock has a preference as to payment of dividends or as to
        distribution of assets and any securities of whatever form which are convertible
        into or exchangeable for Junior Distribution Stock.
  “ Parity
        Stock ”
shall
        mean any stock of the Corporation ranking as to payment of dividends and
        as to
        distribution of assets on a parity with the Preferred Stock and any securities
        of whatever form which are convertible into or exchangeable for Parity
        Stock.
  “ Person ”
shall
        mean a corporation, an association, a partnership, an organization, a business,
        an individual, a government or political subdivision thereof or a governmental
        agency; and
  “ Redemption
        Price ”
shall
        mean $1,000.00 per share plus the amount, if any, required to be added to
        the
        Redemption Price pursuant to Sections 2 or 8 hereof.
  **Article
        II of the Amended and Restated By-Laws**
  **Article
        II**
  **Meetings
        of Stockholders**
  SECTION
        1 . Place
        of Meeting .
        All
        meetings of the stockholders shall be held at the office of the Corporation
        or
        at such other places, within or without the State of Delaware, as may from
        time
        to time be fixed by the Board.
  SECTION
        2 . Annual
        Meetings .
        The
        annual meeting of the stockholders for the election of directors and for
        the
        transaction of such other business as may properly be brought before the
        meeting
        shall be held on such date and at such hour as shall from time to time be
        fixed
        by the Board. Any previously scheduled annual meeting of the stockholders
        may be
        postponed by action of the Board taken prior to the time previously scheduled
        for such annual meeting of stockholders.
  SECTION
        3 . Special
        Meetings .
        Except
        as otherwise provided in the Certificate of Incorporation of the Corporation
        (the “Certificate”) or required by law, special meetings of the stockholders for
        any purpose or purposes may be called by the Chairman of the Board (the
“Chairman”), the President or the Board. Only such business as is specified in
        the notice of any special meeting of the stockholders shall be brought before
        such meeting.
  
 SECTION
        4 . Notice
        of Meetings .
  (a)
        Except as otherwise provided in the Certificate or required by law, written
        notice of each meeting of the stockholders, whether annual or special, shall
        be
        given, either by personal delivery or by mail, not less than 10 nor more
        than 60
        days before the date of the meeting to each stockholder of record entitled
        to
        notice of the meeting. If mailed, such notice shall be deemed given when
        deposited in the United States mail, postage prepaid, directed to the
        stockholder at such stockholder’s address as it appears on the records of the
        Corporation. Each such notice shall state the place, date and hour of the
        meeting, and the purpose or purposes for which the meeting is called. Notice
        of
        any meeting of stockholders shall not be required to be given to any stockholder
        who shall attend such meeting in person or by proxy without protesting, prior
        to
        or at the commencement of the meeting, the lack of proper notice to such
        stockholder, or who shall waive notice thereof as provided in Article IX
        of
        these By-laws. Notice of adjournment of a meeting of stockholders need not
        be
        given if the time and place to which it is adjourned are announced at such
        meeting, unless the adjournment is for more than 30 days or, after adjournment,
        a new record date is fixed for the adjourned meeting.
  (b)
        Without limiting the manner by which notice otherwise may be given effectively
        to stockholders, any notice to stockholders given by the Corporation under
        any
        provision of the Delaware General Corporation Law, the Certificate, or these
        By-laws shall be effective if given by a form of electronic transmission
        consented to by the stockholder to whom the notice is given. Any such consent
        shall be revocable by the stockholder by written notice to the Corporation.
        Any
        such consent shall be deemed revoked if (1) the Corporation is unable to
        deliver
        by electronic transmission two consecutive notices given by the Corporation
        in
        accordance with such consent and (2) such inability becomes known to the
        Secretary of the Corporation or to the transfer agent of the Corporation,
        or
        other person responsible for the giving of notice; *provided* , *however* ,
        the
        inadvertent failure to treat such inability as a revocation shall not invalidate
        any meeting or other action.
  SECTION
        5 . Quorum .
        Except
        as otherwise provided in the Certificate or required by law, the holders
        of
        issued and outstanding capital stock of the Corporation representing a majority
        of all votes entitled to be cast by the stockholders entitled to vote generally,
        present in person or by proxy, shall constitute a quorum for the transaction
        of
        business at any meeting of the stockholders; provided, however, that, except
        as
        otherwise provided in the Certificate or required by law, in the case of
        any
        vote to be taken by classes or series, the holders of a majority of the votes
        entitled to be cast by the stockholders of a particular class or series shall
        constitute a quorum for the transaction of business by such class or
        series.
  SECTION
        6 . Adjournments .
        The
        holders of a majority of the votes entitled to be cast by the stockholders
        who
        are present in person or by proxy may adjourn the meeting from time to time
        whether or not a quorum is present. In the event that a quorum does not exist
        with respect to any vote to be taken by a particular class, the holders of
        a
        majority of the votes entitled to be cast by the stockholders of such class
        who
        are present in person or by proxy may adjourn the meeting with respect to
        the
        vote(s) to be taken by such class. At any such adjourned meeting at which
        a
        quorum may be present, any business may be transacted which might have been
        transacted at the meeting as originally called.
  
 SECTION
        7 . Order
        of Business .
        At each
        meeting of the stockholders, the Chairman, or in the absence of the Chairman,
        the President, or in the absence of both the Chairman and the President,
        such
        person as shall be selected by the Board shall act as chairman of the meeting.
        The order of business at each such meeting shall be as determined by the
        chairman of the meeting. The chairman of the meeting shall have the right
        and
        authority to prescribe such rules, regulations and procedures and to do all
        such
        acts and things as are necessary or desirable for the proper conduct of the
        meeting, including, without limitation, the establishment of procedures for
        the
        maintenance of order and safety, limitations on the time allotted to questions
        or comments on the affairs of the Corporation, restrictions on entry to such
        meeting after the time prescribed for the commencement thereof and the opening
        and closing of the voting polls.
  At
        any
        annual meeting of stockholders, only such business shall be conducted as
        shall
        have been brought before the annual meeting (i) by or at the direction of
        the
        chairman of the meeting or (ii) by any stockholder who is a holder of record
        at
        the time of the giving of notice to the Corporation of the intent of such
        stockholder to bring such business before the meeting and who is entitled
        to
        vote at the meeting.
  SECTION
        8 . List
        of Stockholders .
        It
        shall be the duty of the Secretary or other officer who has charge of the
        stock
        transfer ledger to prepare and make, at least 10 days before each meeting
        of the
        stockholders, a complete list of the stockholders entitled to vote thereat,
        arranged, in alphabetical order, and showing the address of each stockholder
        and
        the number of shares registered in such stockholder’s name. Such list shall be
        produced and kept available at the times and places required by
        law.
  SECTION
        9 . Voting .
        Each
        stockholder entitled to vote at any meeting of stockholders may authorize
        not in
        excess of three persons to act for such stockholder by proxy. Any such proxy
        shall be delivered to the secretary of such meeting at or prior to the time
        designated for holding such meeting, but in any event not later than the
        time
        designated in the order of business for so delivering such proxies. No such
        proxy shall be voted or acted upon after three years from its date, unless
        the
        proxy provides for a longer period.
  At
        each
        meeting of the stockholders, unless otherwise provided in the Certificate
        or
        these By-laws or required by law, (i) all corporate actions (other than the
        election of directors) to be taken by vote of the stockholders shall be
        authorized by the affirmative vote of a majority of the votes cast by the
        stockholders entitled to vote thereon who are present in person or represented
        by proxy, and (ii) where a separate vote by class is required, the affirmative
        vote of a majority of the votes cast by the stockholders of such class who
        are
        present in person or represented by proxy shall be the act of such class.
        Directors shall be elected by a plurality of the votes of the shares present
        in
        person or represented by proxy at the meeting and entitled to vote on the
        election of directors.
  All
        elections of directors shall be by written ballot, unless otherwise provided
        in
        the Certificate or required by law. In voting on any other question on which
        a
        vote by ballot is required by law, or is demanded by any stockholder entitled
        to
        vote, the voting shall be by ballot. Each ballot shall be signed by the
        stockholder voting or the stockholder’s proxy and shall state the number of
        shares voted. On all other questions, the voting may be viva voce.
  
 SECTION
        10 . Inspectors .
        The
        chairman of the meeting shall appoint two or more inspectors to act at any
        meeting of stockholders. Such inspectors shall perform such duties as shall
        be
        specified by the chairman of the meeting. Inspectors need not be stockholders.
        No director or nominee for the office of director shall be appointed such
        inspector.
  **Article
        VI of the Amended and Restated By-Laws**
  **Article
        VI**
  **Capital
        Stock**
  SECTION
        1 . Shares .
        When
        shares of stock of the Corporation are represented by certificates, such
        certificates shall be in such form as shall be approved by the Board. Each
        certificate shall be signed by, or shall bear the facsimile signature of,
        the
        Chairman or the President, or any Vice President and by the Secretary or
        the
        Treasurer or any Assistant Treasurer of the Corporation, and sealed with
        the
        seal of the Corporation, which may be a facsimile thereof. Any or all such
        signatures may be facsimiles if countersigned by a transfer agent or registrar,
        provided that such transfer agent or registrar is not an employee of the
        Corporation. Although any officer, transfer agent or registrar whose manual
        or
        facsimile signature is affixed to such a certificate ceases to be such officer,
        transfer agent or registrar before such certificate has been issued, it may
        nevertheless be issued by the Corporation with the same effect as if such
        officer, transfer agent or registrar were still such at the date of its issue.
        All certificates for the Corporation’s shares shall be consecutively numbered or
        otherwise identified.
  When
        shares of stock of the Corporation are not represented by certificates, then
        within a reasonable time after the issuance or transfer of such shares, the
        Corporation shall send, or cause to be sent, to the stockholder to whom such
        shares have been issued or transferred a written notice that shall set forth
        (i)
        the name of the Corporation, (ii) that the Corporation is organized under
        the
        laws of the State of Delaware, (iii) the name of the stockholder, (iv) the
        number and class or series, if any, of the shares represented, (v) any
        restrictions on the transfer or registration of such shares imposed by the
        Certificate, these By-laws, any agreement among stockholders or any agreement
        between stockholders and the Corporation, and (vi) any additional information
        required by the Delaware General Corporation Law to be included on
        certificates.
  Blank
        share certificates shall be kept by the Secretary or by a transfer agent
        or by a
        registrar or by any other officer or agent designated by the Board.
  
 SECTION
        2 . Transfer
        of Shares .
        The
        Secretary, transfer agent, registrar or any other officer or agent designated
        by
        the Board shall keep a record to be known as the stock transfer ledger of
        the
        Corporation, containing the name of each stockholder of record, together
        with
        such stockholder’s address and the number and class or series of shares held by
        such stockholder. Transfer of shares of stock of each class of the Corporation
        shall be made only on the stock transfer ledger of the Corporation upon the
        receipt of proper transfer instructions and upon the payment of any taxes
        thereon, and, in the case of transfers of shares which are represented by
        one or
        more certificates, only upon receipt of such certificate(s) with proper
        endorsement from the holder of record or from such holder’s duly authorized
        attorney in fact, who shall furnish proper evidence of authority to transfer
        to
        the Secretary of the Corporation or its designated transfer agent or other
        agent; *provided* , *however* ,
        that
        the Corporation shall be entitled to recognize and enforce any lawful
        restriction on transfer. In the event a certificate representing shares to
        be
        transferred cannot be surrendered because it has been lost, stolen, destroyed
        or
        mutilated, the transferor shall comply with the requirements imposed by the
        Board of Directors as set forth in Section 4 of this Article VI in lieu of
        surrendering a properly endorsed certificate. Upon satisfactory completion
        by
        the transferor of the requirements set forth in this Section 2, all certificates
        for the transferred shares shall be cancelled, new certificates representing
        the
        transferred shares (or evidence of the transferee’s ownership of the transferred
        shares in uncertificated form) shall be delivered to the transferee, and
        the
        transaction shall be recorded on the stock transfer ledger of the Corporation.
        The person in whose name shares are registered on the stock transfer ledger
        of
        the Corporation shall be deemed the owner thereof for all purposes as regards
        the Corporation; provided, however, that whenever any transfer of shares
        shall
        be made for collateral security and not absolutely, and written notice thereof
        shall be given to the Secretary or to such transfer agent, such fact shall
        be
        stated in the entry of the transfer. No transfer of shares shall be valid
        as
        against the Corporation, its stockholders and creditors for any purpose,
        except
        to render the transferee liable for the debts of the Corporation to the extent
        provided by law, until it shall have been entered in the stock transfer ledger
        of the Corporation by an entry showing from and to whom
        transferred.
  SECTION
        3 . Registered
        Stockholders and Addresses of Stockholders .
        The
        Corporation shall be entitled to recognize the person registered on its records
        as the owner of shares of stock (whether or not represented by a certificate)
        as
        the absolute owner of the shares and the person exclusively entitled to receive
        notices, dividends and distributions, to vote, and to otherwise exercise
        the
        rights, powers and privileges of ownership of such shares, shall be entitled
        to
        hold such person liable for calls and assessments, and shall not be bound
        to
        recognize any equitable or other claim to or interest in such share or shares
        of
        stock on the part of any other person, whether or not it shall have express
        or
        other notice thereof, except as otherwise provided by the Delaware General
        Corporation Law.
  Each
        stockholder shall designate to the Secretary or transfer agent of the
        Corporation an address, or, if applicable, an electronic mail address or
        facsimile number, to which notices of meetings and all other corporate notices
        may be sent to such person, and, if any stockholder shall fail to designate
        such
        address or delivery information, corporate notices may be served upon such
        person by mail directed to such person at such person’s post office address, if
        any, as the same appears on the stock record books of the Corporation or
        at such
        person’s last known post office address.
  SECTION
        4 . Lost,
        Stolen, Destroyed and Mutilated Certificates .
        The
        holder of any share of stock of the Corporation shall immediately notify
        the
        Corporation of any loss, theft, destruction or mutilation of the certificate
        therefor the Corporation may issue to such holder a new certificate or
        certificates for shares (or evidence of the holder’s ownership of such shares in
        uncertificated form), upon the surrender of the mutilated certificate or,
        in the
        case of loss, theft or destruction of the certificate, upon satisfactory
        proof
        of such loss, theft or destruction; the Board, or a committee designated
        thereby, or the transfer agents and registrars for the stock, may, in their
        discretion, require the owner of the lost, stolen or destroyed certificate,
        or
        such person’s legal representative, to give the Corporation a bond in such sum
        and with such surety or sureties as they may direct to indemnify the Corporation
        and said transfer agents and registrars against any claim that may be made
        on
        account of the alleged loss, theft or destruction of any such certificate
        or the
        issuance of such new certificate (or stock transfer ledger entry of the holder’s
        ownership of such shares in uncertificated form).
  
 SECTION
        5 . Transfer
        Agents and Registrars; Regulations .
        The
        Board may appoint, or authorize any officer or officers to appoint, one or
        more
        transfer agents and one or more registrars. The Board may make, and may
        authorize such agent(s) and registrar(s) to make, such additional rules as
        it or
        they may deem expedient concerning the issue, transfer and registration of
        shares of stock of each class of the Corporation, and may make such rules
        and
        take such action as it may deem expedient concerning the issue of certificates
        (or stock transfer ledger entry of the holder’s ownership of such shares in
        uncertificated form) in lieu of certificates claimed to have been lost,
        destroyed, stolen or mutilated, whether or not such shares are represented
        by
        certificates. No certificates for shares of stock of the Corporation in respect
        of which a transfer agent and registrar shall have been designated, shall
        be
        valid unless countersigned by such transfer agent and registered by such
        registrar.
  SECTION
        6 . Fixing
        Date for Determination of Stockholders of Record .
        In
        order that the Corporation may determine the stockholders entitled to notice
        of
        or to vote at any meeting of stockholders or any adjournment thereof, or
        entitled to receive payment of any dividend or other distribution or allotment
        or any rights, or entitled to exercise any rights in respect of any change,
        conversion or exchange of stock or for the purpose of any other lawful action,
        the Board may fix, in advance, a record date, which shall not be more than
        60
        nor less than 10 days before the date of such meeting, nor more than 60 days
        prior to any other action. A determination of stockholders entitled to notice
        of
        or to vote at a meeting of the stockholders shall apply to any adjournment
        of
        the meeting; provided, however, that the Board may fix a new record date
        for the
        adjourned meeting.