**Exhibit3**

**RESTATED CERTIFICATEOF INCORPORATION**

**OF**

**PFIZERINC.**

                PfizerInc., a corporation organized and existing under the laws of the State of Delaware,HEREBY CERTIFIES AS FOLLOWS:

                1.  Thename of the corporation is Pfizer Inc.  The name under which it was originallyincorporated was Chas. Pfizer & Co., Inc. The date of filing its originalCertificate of Incorporation with the Secretary of State was June 2, 1942.

                2.  ThisRestated Certificate of Incorporation was duly adopted in accordance withSection 245 of the General Corporation Law of Delaware.

                3.  ThisRestated Certificate of Incorporation only restates and integrates and does notfurther amend the provisions of the Certificate of Incorporation as amended orsupplemented heretofore and there is no discrepancy between this RestatedCertificate of Incorporation and the text of the Certificate of Incorporationas amended or supplemented heretofore.

                4.  Thetext of the Certificate of Incorporation as amended or supplemented heretoforeis hereby restated without further amendments or changes to read as herein setforth in full:

**FIRST:**   Thename of the Corporation is and shall be Pfizer Inc. (hereinafter in thisRestated Certificate of Incorporation called the "Corporation").

**SECOND:**   The principal office and place of business of the Corporation in the State ofDelaware is located at 1209 Orange Street, in the City of Wilmington, County ofNew Castle; and the name and post office address of the registered agent of theCorporation in the State of Delaware is The Corporation Trust Company, 1209Orange Street, in the City of Wilmington, County of New Castle, Delaware.

**THIRD:**  Thenature of the business, or objects or purposes to be transacted, promoted orcarried on are as follows:

                To carryon the business of chemists, druggists, chemical manufacturers, importers,exporters, manufacturers of and dealers in chemical, pharmaceutical, medicinal,and other preparations and chemicals.

                To engagein, conduct, perform or participate in every kind of commercial, agricultural,mercantile, manufacturing, mining, transportation, industrial or otherenterprise, business, work, contract, undertaking, venture or operation.

                To buy,sell, manufacture, refine, import, export and deal in all products, goods,wares, merchandise, substances, apparatus, and property of every kind, natureand description, and to construct, maintain, and alter any buildings, works ormines.

                To enterinto, make and perform contracts of every kind with any person, firm orcorporation.

                To takeout patents, trade-marks, trade names and copyrights, acquire those taken outby others, acquire or grant licenses in respect of any of the foregoing, orwork, transfer, or do whatever else with them may be thought fit.

                Toacquire the good-will, property, rights, franchises, contracts and assets ofevery kind and undertake the liabilities of any person, firm, association orcorporation, either wholly or in part, and pay for the same in the stock, bondsor other obligations of the Corporation or otherwise.

                To purchase,hold, own, sell, assign, transfer, mortgage, pledge or otherwise dispose ofshares of the capital stock of any other corporation or corporations,association or associations, of any state, territory or country, and whileowner of such stock, to exercise all the rights, powers and privileges ofownership including the right to vote thereon.

                To issuebonds, debentures or obligations of the Corporation, at the options of theCorporation, secure the same by mortgage, pledge, deed of trust or otherwise,and dispose of and market the same.

                Topurchase, hold and re-issue the shares of its capital stock and its bonds andother obligations.

                To do alland everything necessary, suitable, convenient or proper for the accomplishmentof any of the purposes or the attainment of one or more of the objects hereinenumerated, or of the powers herein named, or which shall at any time appearconducive to or expedient for the protection, or benefit of the Corporation,either as holder of, or interested in, any property or otherwise, to the sameextent as natural persons might or could do, in any part of the world.

                Toconduct any of its business in the State of Delaware and elsewhere, includingin the term "elsewhere" any of the states, districts, territories,colonies or dependencies of the United States, and in any and all foreigncountries and to have one or more offices, and to hold, purchase, mortgage andconvey real and personal property, without limit as to amount, within or (exceptas and when forbidden by local laws) without the State of Delaware.

                To carryon any other business to any extent and in any manner not prohibited by thelaws of Delaware or, where the Corporation may seek to do suchbusiness elsewhere, by local laws.

**               **Theforegoing clauses shall be construed both as objects and powers, but norecitation or declaration of specific or special objects or powers hereinenumerated shall be deemed to be exclusive; but in each and every instance itis hereby expressly declared that all other powers, not inconsistent therewith,now or hereafter permitted or granted under the laws of Delaware, or by thelaws of any other state or country into which the Corporation may go or seek todo business, are hereby expressly included as if such other or general powers wereherein set forth.

**FOURTH:**

**A. Authorized Shares and Classes of Stock.**

                The total number of shares and classesof stock that the Company shall have authority to issue is twelve billiontwenty-seven million (12,027,000,000) shares, which shall be divided into twoclasses, as follows: twenty-seven million (27,000,000) shares of PreferredStock, without par value, and twelve billion (12,000,000,000) shares of CommonStock of the par value of $.05 per share.

**B.            Designations,Powers, Preferences and Rights,                in Respect of the Shares of Preferred Stock.**

                (1)Shares of the Preferred Stock may be issued in one or more series at such timeor times and for such consideration or considerations as the Board of Directorsmay determine.  All shares of any one series shall be of equal rank andidentical in all respects.

                (2)Authority is hereby expressly granted to the Board of Directors to fix fromtime to time, by resolution or resolutions providing for the issue of anyseries of Preferred Stock, the designation of such series, and the powers,preferences and rights of the shares of such series, and the qualifications,limitations or restrictions thereof, including the following:

                (a) Thedistinctive designation and number of shares comprising such series, whichnumber may (except where otherwise provided by the Board of Directors increating such series) be increased or decreased (but not below the number ofshares then outstanding) from time to time by like action of the Board ofDirectors;

                (b) Thedividend rate or rates on the shares of such series and the preferences, ifany, over any other series (or of any other series over such series) withrespect to dividends, the terms and conditions upon which and the periods inrespect of which dividends shall be payable, whether and upon what conditionssuch dividends shall be cumulative and, if cumulative, the date or dates fromwhich dividends shall accumulate;

                (c)Whether or not the shares of such series shall be redeemable, the limitationsand restrictions with respect to such redemptions, the time or times when, theprice or prices at which and the manner in which such shares shall beredeemable, including the manner of selecting shares of such series forredemption if less than all shares are to be redeemed;

                (d) Therights to which the holders of shares and such series shall be entitled, andthe preferences, if any, over any other series (or of any other series oversuch series), upon the voluntary or involuntary liquidation, dissolution,distribution of assets or winding-up of the Corporation, which rights may varydepending on whether such liquidation, dissolution, distribution or winding-upis voluntary or involuntary, and, if voluntary, may vary at different dates;

                (e)Whether or not the shares of such series shall be subject to the operation of apurchase, retirement or sinking fund, and, if so, whether and upon whatconditions such purchase, retirement or sinking fund shall be cumulative ornoncumulative, the extent to which and the manner in which such fund shall beapplied to the purchase or redemption of the shares of such series forretirement or to other corporate purposes and the terms and provisions relativeto the operation thereof;

                (f)Whether or not the shares of such series shall be convertible into or exchangeablefor shares of stock of any other class or classes, or any other series of thesame class and, if so convertible or exchangeable, the price or prices or therate or rates of conversion or exchange and the method, if any, of adjustingthe same, and any other terms and conditions of such conversion or exchange;

                (g) Thevoting powers, full and/or limited, if any, of the shares of such series; andwhether or not and under what conditions the shares of such series (alone ortogether with the shares of one or more other series having similar provisions)shall be entitled to vote separately as a single class, for the election of oneor more additional directors of the Corporation in case of dividend arrearagesor other specified events, or upon other matters;

                (h)Whether or not the issuance of any additional shares of such series, or of anyshares of any other series, shall be subject to restrictions as to issuance, oras to the powers, preferences or rights of any such other series;

                (i)Whether or not the holders of shares of such series shall be entitled, as amatter of right, to subscribe for or purchase any part of any new or additionalissue of stock of any class or of securities convertible into stock of anyclass and, if so entitled, the qualifications, conditions, limitations andrestrictions of such right; and

                (j) Anyother preferences, privileges and powers, and relative, participating, optionalor other special rights, and qualifications, limitations or restrictions ofsuch series, as the Board of Directors may deem advisable and as shall not beinconsistent with the provisions of this Certificate of Incorporation.

                (3) Theshares of each series of Preferred Stock shall entitle the holders thereof toreceive, when, as and if declared by the Board of Directors out of fundslegally available for dividends, cash dividends at the rate, under theconditions, for the periods and on the dates fixed by the resolution orresolutions of the Board of Directors pursuant to authority granted in thisSection B, for each series, and no more, before any dividends on the CommonStock, other than dividends payable in Common Stock, shall be paid or set apartfor `payment.  No dividends shall be paid or declared or set apart for paymenton any particular series of Preferred Stock in respect of any period unlessdividends shall be or have been paid, or declared and set apart for payment,pro rata on all shares of Preferred Stock at the time outstanding of each otherseries which ranks equally as to dividends with such particular series, so thatthe amount of dividends declared on such particular series shall bear the sameratio to the amount declared on each such other series as the dividend rate ofsuch particular series shall bear to the dividend rate of such other series. No dividends shall be deemed to have accrued on any share of Preferred Stock ofany series with respect to any period prior to the date of original issue ofsuch share or the dividend payment date immediately preceding or following suchdate of original issue, as may be provided in the resolution or resolutionscreating such series. The Preferred Stock shall not be entitled to participatein any dividends declared and paid on the Common Stock, whether payable incash, stock or otherwise.  Accruals of dividends shall not bear interest.

                (4) Anyredemption of Preferred Stock shall be effected by notice duly given ashereinafter specified and by payment at the redemption price of the PreferredStock to be redeemed.  In case of redemption of a part only of a series of thePreferred Stock at the time outstanding, the selection of shares for redemptionmay be made either by lot or pro rata or in such other manner as shall bedetermined by the Board of Directors.  Notice of every such redemption, statingthe redemption date and price, the place of payment, and the expiration date ofthen existing rights, if any, of conversion or exchange, shall be given bypublication, not less than 30 nor more than 60 days prior to the date fixed forredemption, at least twice in a newspaper customarily published at least once aday for at least five days in each calendar week and of general circulation inNew York, New York, whether or not published on Saturdays, Sundays, orholidays.  Notice of such redemption may also be mailed not less than 30 normore than 60 days prior to the date fixed for redemption to the holders ofrecord of the shares so to be redeemed at their respective addresses as thesame shall appear on the books of the Corporation, but no failure to mail such noticeor any defect therein or in the mailing thereof shall affect the validity ofsuch redemption proceedings.  If

                (a) suchnotice of redemption by publication shall have been duly given or theCorporation shall have given to a bank or trust company in New York, New Yorkdesignated by the Board of Directors and having capital and surplus of at leastTwo Million Dollars ($2,000,000), irrevocable authorization promptly to givesuch notice; and

                (b) on orbefore the redemption date specified in such notice the funds or other propertynecessary for such redemption shall have been deposited by the Corporation withsuch bank or trust company, designated in such notice, in trust for the prorata benefit of the holders of the shares so called for redemption, then,notwithstanding that any certificate for shares so called for redemption shallnot have been surrendered for cancellation, from and after the time of suchdeposit all shares of the Preferred Stock so called for redemption shall nolonger be deemed to be outstanding and all rights with respect to such sharesshall forthwith cease and terminate, except only

                                                (i)the right of the holders thereof to receive from such bank or trust company thefunds or other property so deposited, without interest, upon surrender (andendorsement, if required by the Board of Directors) of the certificates forsuch shares, and

                                                (ii)the rights of conversion or exchange, if any, not theretofore expired.

                Any fundsor other property so deposited and unclaimed at the end of six years from suchredemption date shall be released or repaid to the Corporation, after which theholders of the shares so called for redemption shall look only to theCorporation for payment thereof.

                (5)Shares of Preferred Stock which have been redeemed or converted, or which havebeen issued and reacquired in any manner and retired, shall have the status ofauthorized and unissued Preferred Stock and may be reissued by the Board ofDirectors as shares of the same or any other series.

                (6) Inthe event of any voluntary or involuntary liquidation, dissolution,distribution of assets or winding-up of the Corporation, the holders of theshares of each series of Preferred Stock then outstanding shall be entitled toreceive out of the net assets of the Corporation, but only in accordance withthe preference, if any, provided for such series, before any distribution orpayment shall be made to the holders of the Common Stock, the amount per sharefixed by the resolution or resolutions of the Board of Directors to be receivedby the holders of shares of each such series on such voluntary or involuntaryliquidation, dissolution, distribution of assets or winding-up, as the case maybe.  If such payment shall have been made in full, to the holders of alloutstanding Preferred Stock of all series, or duly provided for, the remainingassets of the Corporation shall be available for distribution among the holdersof the Common Stock.  If upon any such liquidation, dissolution, distribution,of assets or winding-up, the net assets of the Corporation available fordistribution among the holders of any one or more series of the Preferred Stockwhich (a) are entitled to a preference over the holders of the Common Stockupon such liquidation, dissolution, distribution of assets or winding-up, and(b) rank equally in connection therewith, shall be insufficient to make paymentin full of the preferential amount to which the holders of such shares shall beentitled, then such assets shall be distributed among the holders of each suchseries of the Preferred Stock ratably according to the respective amounts towhich they would be entitled in respect of the shares held by them upon suchdistribution if all amounts payable on or with respect to such shares were paidin full.  Neither the consolidation or merger of the Corporation, nor the sale,lease or conveyance of all or part of its assets, shall be deemed aliquidation, dissolution, distribution of assets or winding-up of theCorporation within the meaning of the foregoing provisions.

                (7)Unless and except to the extent otherwise required by law or provided in theresolution or resolutions of the Board of Directors pursuant to this Section B,the shares of Preferred Stock shall have no voting power with respect to anymatter whatsoever, including, but not limited to, any action to

                (a)increase the authorized number of shares of the Preferred Stock or of anyseries thereof,

                (b)create shares of stock of any class ranking prior to or on a parity with anyseries of the Preferred Stock with respect to any preferences or voting powers,and

                (c)authorize a new series of the Preferred Stock having preferences or votingpowers ranking prior to or on a parity with any series of the Preferred Stockwith respect to any preferences or voting powers.

In no event shall thePreferred Stock be entitled to more than one vote in respect of each share ofstock.

**C.            Limitations,Relative Rights and Powers                in Respect of Shares of Common Stock.**

                (l) Afterthe requirements with respect to preferential dividends, if any, on thePreferred Stock (fixed pursuant to Section B) shall have been met and after theCorporation shall have complied with all the requirements, if any, with respectto the setting aside of sums as purchase, retirement or sinking funds (fixedpursuant to Section B), then and not otherwise the holders of Common Stockshall be entitled to receive such dividends as may be declared from time totime by the Board of Directors.

                (2) Afterdistribution in full of the preferential amount, if any, (fixed pursuant toSection B) to be distributed to the holders of Preferred Stock in the event ofthe voluntary or involuntary liquidation, dissolution, distribution of assetsor winding-up of the Corporation, the holders of the Common Stock shall beentitled to receive all the remaining assets of the Corporation of whateverkind available for the distribution to stockholders ratably in proportion tothe number of shares of Common Stock held by them respectively.

                (3)Except as may be otherwise required by law or by this Certificate ofIncorporation, each holder of Common Stock shall have one vote in respect ofeach share of stock held by him on all matters voted upon by the stockholders.

**D. Other Provisions.**

                (l)Except as may be provided in the resolution or resolutions of the Board ofDirectors pursuant to Section B with respect to any series of Preferred Stock,no holder of stock of any class of the Corporation shall be entitled as ofright to purchase or subscribe for any part of any unissued stock of any class,or of any additional stock of any class of Capital Stock of the Corporation, orto any bonds, certificates of indebtedness, debentures, or other securitiesconvertible into stock of the Corporation, now or hereafter authorized, but anysuch stock or other securities convertible into stock may be issued anddisposed of pursuant to resolution by the Board of Directors to such persons,firms, corporations or associations and upon such terms and for suchconsideration as the Board of Directors in the exercise of its discretion maydetermine and as may be permitted by law.  Any and all shares of stock soissued for which the consideration so fixed has been paid or delivered to theCorporation shall be fully paid and not liable to any further call.

                (2) In nocase shall fractions of shares of any class of stock be issued by theCorporation, but in lieu thereof the Corporation shall, at its option, make acash adjustment or issue fractional Scrip Certificates, in such form and insuch denominations as shall from time to time be determined by the Board ofDirectors.  Such Scrip Certificates shall be exchangeable on or before suchdate or dates as the Board of Directors may determine, when surrendered withother similar Scrip Certificates in sufficient aggregate amounts, forcertificates for fully paid and non-assessable full shares of the respectivestocks for which such Scrip Certificates are exchangeable, and new ScripCertificates of a like tenor for the remaining fraction of a share, if any. Such Scrip Certificates shall not entitle any holder thereof to voting rights,dividend rights or any other rights of a stockholder or any rights other thanthe rights therein set forth, and no dividend or interest shall be payable orshall accrue with respect to Scrip Certificates or the interests representedthereby.  All such Scrip Certificates which are not surrendered in exchange forshares of stock on or before their respective expiration dates shall thereafterbe void and of no effect whatever.

                (3) Theminimum amount of capital with which the Corporation will commence business is$1,000.

 

CERTIFICATE OFDESIGNATIONSFORSERIES A CONVERTIBLE PERPETUAL PREFERRED STOCKOFPFIZER INC.(PURSUANT TO SECTION 151 OF THE DELAWARE CORPORATION LAW)

                Pfizer Inc., a corporation organized and existing underthe General Corporation Law of the State of Delaware (hereinafter called the "Corporation"),hereby certifies that the following resolution was adopted by the Board ofDirectors of the Corporation as required by Section 151 of the GeneralCorporation Law at a meeting duly called and held on July 13, 2002:

                This Board hereby RESOLVES thatpursuant to the authority granted to and vested in the Board of Directors ofthis Corporation in accordance with the provisions of the Restated Certificateof Incorporation ("Certificate of Incorporation"), the Boardof Directors hereby creates a series of preferred stock of the Corporation, andhereby states the designation and number of shares of such series, and fixesthe relative, participating, optional or other special rights, preferences, andlimitations thereof as follows:

Series A ConvertiblePerpetual Preferred Stock:

                Section 1.               Designationand Amount; Special Purpose Restricted Transfer Issue.(a) The sharesof such series shall be designated as shares of "Series A ConvertiblePerpetual Preferred Stock, no par value per share" (the "ConvertiblePerpetual Preferred Shares"), and the number of shares constitutingsuch series shall be 7,500.  Each Convertible Perpetual Preferred Share shallhave a stated value of $40,300.00 per share.

                (b)           ConvertiblePerpetual Preferred Shares shall be issued only to Northern Trust Company, itssuccessors and assigns, as trustee (the "Trustee") of thePharmacia Savings Plan ESOP Trust for Pharmacia Preferred Stock forming a partof the Pharmacia Corp. Employee Stock Ownership Plan, or any successor to suchplan (the "Plan" or "ESOP").  All referencesto the holder of Convertible Perpetual Preferred Shares shall mean the Trusteeor any corporation with which or into which the Trustee may merge or anysuccessor trustee under the trust agreement with respect to the Plan.  In theevent of any transfer of record ownership of Convertible Perpetual PreferredShares to any person other than any successor trustee under the Plan, theConvertible Perpetual Preferred Shares so transferred, upon such transfer andwithout any further action by the Corporation or the holder thereof, shall beautomatically converted into shares of Common Stock on the terms otherwise providedfor the conversion of Convertible Perpetual Preferred Shares into shares ofCommon Stock pursuant to Section 5 and no such transferee shall have any of thevoting powers, preferences and relative, participating, optional or specialrights ascribed to Convertible Perpetual Preferred Shares hereunder but,rather, only the powers and rights pertaining to the Common Stock into whichsuch Convertible Perpetual Preferred Shares shall be so converted.  In theevent of such a conversion, the transferee of the Convertible PerpetualPreferred Shares shall be treated for all purposes as the record holder of theshares of Common Stock into which such Convertible Perpetual Preferred Shareshave been automatically converted as of the date of such transfer.  Certificatesrepresenting Convertible Perpetual Preferred Shares shall bear a legend toreflect the foregoing provisions.  Notwithstanding the foregoing provisions ofthis Section 1(b), Convertible Perpetual Preferred Shares (i) may beconverted into shares of Common Stock as provided by Section 5 and the sharesof Common Stock issued upon such conversion may be transferred by the holderthereof as permitted by law and (ii) shall be redeemable by theCorporation upon the terms and conditions provided by Sections 6, 7 and 8.

                Section2.               Dividends and Distributions.             (a) Subjectto the provisions for adjustment hereinafter set forth, the holders ofConvertible Perpetual Preferred Shares shall be entitled to receive, when, asand if declared by the Board of Directors out of funds legally availabletherefor, cash dividends ("Convertible Perpetual Preferred Dividends")in an amount per share not to exceed $2,518.75 per share per annum, payablequarterly in arrears, one-quarter on the 1st day of January, one-quarter on the1st day of April, one-quarter on the 1st day of July and one-quarter on the 1stday of October of each year (each, a "Dividend Payment Date"),to holders of record at the start of business on such Dividend Payment Date. In the event that any Dividend Payment Date shall fall on any day other than a "BusinessDay" (as hereinafter defined), the dividend payment due on such DividendPayment Date shall be paid on the Business Day immediately following suchDividend Payment Date.  Convertible Perpetual Preferred Dividends shall (i)with respect to the first Dividend Payment date be deemed to accrue onoutstanding Convertible Perpetual Preferred Shares from April 1, 2003, theDividend Payment Date immediately preceding the issuance of the ConvertiblePerpetual Preferred Shares and (ii) with respect to all other Dividend PaymentDates after the first Dividend Payment Date, accrue from the immediatelypreceding Dividend Payment Date.  Convertible Perpetual Preferred Dividendsshall accrue on a daily basis whether or not the Corporation shall haveearnings or surplus at the time, but Convertible Perpetual Preferred Dividendsaccrued after issuance on the Convertible Perpetual Preferred Shares for anyperiod less than a full quarterly period between Dividend Payment Dates (or, inthe case of the first dividend payment, from the date of issuance through thefirst Dividend Payment Date) shall be computed on the basis of a 360-day yearof twelve 30-day months.  Accrued but unpaid Convertible Perpetual PreferredDividends shall cumulate as of the Dividend Payment Date on which they firstbecome payable, but no interest shall accrue on accumulated but unpaidConvertible Perpetual Preferred Dividends.

                (b)           Solong as any Convertible Perpetual Preferred Shares shall be outstanding, nodividend shall be declared or paid or set apart for payment on any other seriesof stock ranking on a parity with the Convertible Perpetual Preferred Shares asto dividends, unless there shall also be or have been declared and paid or setapart for payment on the Convertible Perpetual Preferred Shares dividends forall dividend payment periods of the Convertible Perpetual Preferred Sharesending on or before the dividend payment date of such parity stock, ratably inproportion to the respective amounts of dividends accumulated and unpaidthrough such dividend period on the Convertible Perpetual Preferred Shares andaccumulated and unpaid on such parity stock through the dividend payment periodon such parity stock next preceding such dividend payment date.  In the eventthat full cumulative dividends on the Convertible Perpetual Preferred Shareshave not been declared and paid or set apart for payment when due, theCorporation shall not declare or pay or set apart for payment any dividends ormake any other distributions on, or make any payment on account of thepurchase, redemption or other retirement of any other class of stock or seriesthereof of the Corporation ranking, as to dividends or as to distributions inthe event of a liquidation, dissolution or winding-up of the Corporation,junior to the Convertible Perpetual Preferred Shares until full cumulativedividends on the Convertible Perpetual Preferred Shares shall have been paid ordeclared and set apart for payment; provided, however, that the foregoing shallnot apply to (i) any dividend payable solely in any shares of any stockranking, as to dividends and as to distributions in the event of a liquidation,dissolution or winding-up of the Corporation, junior to the ConvertiblePerpetual Preferred Shares or (ii) the acquisition of shares of any stockranking, as to dividends or as to distributions in the event of a liquidation,dissolution or winding-up of the Corporation, junior to the ConvertiblePerpetual Preferred Shares in exchange solely for shares of any other stockranking, as to dividends and as to distributions in the event of a liquidation,dissolution or winding-up of the Corporation, junior to the ConvertiblePerpetual Preferred Shares.

                Section 3.               VotingRights.  The holders of Convertible Perpetual Preferred Shares shall havethe following voting rights:

                (a)           Theholders of Convertible Perpetual Preferred Shares shall be entitled to vote onall matters submitted to a vote of the stockholders of the Corporation, votingtogether with the holders of Common Stock as one class.  The holder of eachConvertible Perpetual Preferred Share shall be entitled to a number of votesequal to the number of shares of Common Stock into which such ConvertiblePerpetual Preferred Share could be converted on the record date for determiningthe stockholders entitled to vote, rounded to the nearest one one-hundredth ofa vote; it being understood that whenever the "Conversion Price" (asdefined in Section 5(a)) is adjusted as provided in Section 9, the number ofvotes of the Convertible Perpetual Preferred Shares shall also be similarlyadjusted.

                (b)           Exceptas otherwise required by law or set forth herein, holders of ConvertiblePerpetual Preferred Shares shall have no special voting rights and theirconsent shall not be required (except to the extent they are entitled to votewith holders of Common Stock as set forth herein) for the taking of anycorporate action; *provided*, *however*, that the vote of at least 66 2/3%of the outstanding Convertible Perpetual Preferred Shares, voting separately asa series, shall be necessary to adopt any alteration, amendment or repeal ofany provision of the Restated Certificate of Incorporation of the Corporation(including any such alteration, amendment or repeal effected by any merger orconsolidation in which the Corporation is the surviving or resultingcorporation), if such amendment, alteration or repeal would alter or change thepowers, preferences, or special rights of the Convertible Perpetual PreferredShares so as to affect them adversely.

                Section 4.               Liquidation,Dissolution or Winding-Up.

                (a)           Uponany voluntary or involuntary liquidation, dissolution or winding-up of theCorporation, the holders of Convertible Perpetual Preferred Shares shall beentitled to receive out of assets of the Corporation that remain aftersatisfaction in full of all valid claims of creditors of the Corporation andthat are available for payment to stockholders, and subject to the rights ofthe holders of any stock of the Corporation ranking senior to or on a paritywith the Convertible Perpetual Preferred Shares in respect of distributionsupon liquidation, dissolution or winding-up of the Corporation, before anyamount shall be paid or distributed among the holders of Common Stock or any othershares ranking junior to the Convertible Perpetual Preferred Shares in respectof distributions upon liquidation, dissolution or winding-up of theCorporation, liquidating distributions in the amount of $40,300.00 per share,plus an amount equal to all accrued and unpaid dividends thereon to the datefixed for distribution, and no more.  If upon any liquidation, dissolution orwinding-up of the Corporation, the amounts payable with respect to theConvertible Perpetual Preferred Shares and any other stock ranking as to anysuch distribution on a parity with the Convertible Perpetual Preferred Sharesare not paid in full, the holders of the Convertible Perpetual Preferred Sharesand such other stock shall share ratably in any distribution of assets in proportionto the full respective preferential amounts to which they are entitled.  Afterpayment of the full amounts to which they are entitled as provided by theforegoing provisions of this Section 4(a), the holders of Convertible PerpetualPreferred Shares shall not be entitled to any further right or claim to any ofthe remaining assets of the Corporation.

                (b)           Writtennotice of any voluntary or involuntary liquidation, dissolution or winding-upof the Corporation, stating the payment date or dates when, and the place orplaces where, the amounts distributable to holders of Convertible PerpetualPreferred Shares in such circumstances shall be payable, shall be given by handdelivery, by courier, by standard form of telecommunication or by first-classmail (postage prepaid), delivered, sent or mailed, as the case may be, not lessthan 20 days prior to any payment date stated therein, to the holders ofConvertible Perpetual Preferred Shares, at the address shown on the books ofthe Corporation or any transfer agent for the Convertible Perpetual PreferredShares.

                Section5.               Conversion into Common Stock. (a) A holder ofshares of Convertible Perpetual Preferred Shares shall be entitled, at any timeprior to the close of business on the date fixed for redemption of such sharespursuant to Sections 6, 7 and 8, to cause any or all of such shares to beconverted into shares of Common Stock, initially at a conversion price equal to$15.651285 per share of Common Stock, with each Convertible Perpetual PreferredShare being valued at $40,300.00 for such purpose, and which price shall beadjusted as hereinafter provided (and, as so adjusted, is hereinafter sometimesreferred to as the "Conversion Price") (that is, a conversion rateinitially equivalent to 2,574.8685 shares of Common Stock for each ConvertiblePerpetual Preferred Share so converted, which is subject to adjustment as theConversion Price is adjusted as hereinafter provided in Section 9); *provided*, *however*,that in no event shall the Conversion Price be less than $1.00.

                (b)           Anyholder of Convertible Perpetual Preferred Shares desiring to convert suchshares into shares of Common Stock shall surrender the certificate orcertificates representing the Convertible Perpetual Preferred Shares beingconverted, duly assigned or endorsed for transfer to the Corporation (oraccompanied by duly executed stock powers relating thereto), at the principalexecutive office of the Corporation or the offices of the transfer agent forthe Convertible Perpetual Preferred Shares or such office or offices in thecontinental United States of an agent for conversion as may from time to timebe designated by notice to the holders of the Convertible Perpetual PreferredShares by the Corporation or the transfer agent for the Convertible PerpetualPreferred Shares, accompanied by written notice of conversion.  Such notice ofconversion shall specify (i) the number of shares of Convertible PerpetualPreferred Shares to be converted and the name or names in which such holderwishes the certificate or certificates for Common Stock and for any ConvertiblePerpetual Preferred Shares not to be so converted to be issued and(ii) the address to which such holder wishes delivery to be made of suchnew certificates to be issued upon such conversion.

                (c)           Uponsurrender of a certificate representing a Convertible Perpetual Preferred Shareor Shares for conversion, the Corporation shall issue and send by handdelivery, by courier or by first-class mail (postage prepaid) to the holderthereof or to such holder's designee, at the address designated by such holder,a certificate or certificates for the number of shares of Common Stock to whichsuch holder shall be entitled upon conversion.  In the event that there shallhave been surrendered a certificate or certificates representing ConvertiblePerpetual Preferred Shares, only part of which are to be converted, theCorporation shall issue and send to such holder or such holder's designee, inthe manner set forth in the preceding sentence, a new certificate orcertificates representing the number of Convertible Perpetual Preferred Shareswhich shall not have been converted.

                (d)           Theissuance by the Corporation of shares of Common Stock upon a conversion ofConvertible Perpetual Preferred Shares into shares of Common Stock made at theoption of the holder thereof shall be effective as of the earlier of(i) the delivery to such holder or such holder's designee of thecertificates representing the shares of Common Stock issued upon conversionthereof or (ii) the commencement of business on the second Business Dayafter the surrender of the certificate or certificates for the ConvertiblePerpetual Preferred Shares to be converted, duly assigned or endorsed fortransfer to the Corporation (or accompanied by duly executed stock powersrelating thereto) and accompanied by all documentation required to effect theconversion, as provided herein.  On and after the effective date of conversion,the person or persons entitled to receive the Common Stock issuable upon suchconversion shall be treated for all purposes as the record holder or holders ofsuch shares of Common Stock, but no allowance or adjustments shall be made inrespect of dividends payable to holders of Common Stock in respect of anyperiod prior to such effective date.  The Corporation shall not be obligated topay any dividends that shall have been declared and shall be payable to holdersof Convertible Perpetual Preferred Shares on a Dividend Payment Date if therecord date for such dividend is subsequent to the effective date of conversionof such shares.

                (e)           TheCorporation shall not be obligated to deliver to holders of ConvertiblePerpetual Preferred Shares any fractional share of Common Stock issuable uponany conversion of such Convertible Perpetual Preferred Shares, but in lieuthereof may make a cash payment in respect thereof in any manner permitted bylaw.

                (f)            TheCorporation shall at all times reserve and keep available out of its authorizedand unissued Common Stock, solely for issuance upon the conversion ofConvertible Perpetual Preferred Shares as herein provided, free from anypreemptive rights, such number of shares of Common Stock as shall from time totime be issuable upon the conversion of all the Convertible Perpetual PreferredShares then outstanding.  Nothing contained herein shall preclude theCorporation from issuing shares of Common Stock held in its treasury upon theconversion of Convertible Perpetual Preferred Shares into Common Stock pursuantto the terms hereof.  The Corporation shall prepare and shall use its besteffort to obtain and keep in force such governmental or regulatory permits orother authorizations as may be required by law, and shall comply with allrequirements as to registration or qualification of the Common Stock, in orderto enable the Corporation lawfully to issue and deliver to each holder ofrecord of Convertible Perpetual Preferred Shares such number of shares of itsCommon Stock as from time to time is sufficient to effect the conversion of allConvertible Perpetual Preferred Shares then outstanding and convertible intoshares of Common Stock.

                Section6.               Redemption At the Option of the Corporation.              (a) TheConvertible Perpetual Preferred Shares shall be redeemable, in whole or inpart, at the option of the Corporation at any time at the redemption price of$40,300.00 per share, plus an amount equal to all accrued and unpaid dividendsthereon to the date fixed for redemption.  Payment of the redemption priceshall be made by the Corporation in cash or shares of Common Stock, or acombination thereof, as permitted by Section 6(e).  From and after the datefixed for redemption, dividends on Convertible Perpetual Preferred Sharescalled for redemption will cease to accrue, such Convertible Perpetual PreferredShares will no longer be deemed to be outstanding and all rights in respect ofsuch Convertible Perpetual Preferred Shares shall cease, except the right toreceive the redemption price.  If fewer than all of the outstanding ConvertiblePerpetual Preferred Shares are to be redeemed, the Corporation shall redeem aportion of the Convertible Perpetual Preferred Shares of each holder determined*pro rata* based on the number ofConvertible Perpetual Preferred Shares held by each holder.

                (b)           Unlessotherwise required by law, notice of redemption will be sent to the holders ofConvertible Perpetual Preferred Shares at the address shown on the books of theCorporation or any transfer agent for the Convertible Perpetual PreferredShares by hand delivery, by courier, by standard form of telecommunication orby first-class mail (postage prepaid) delivered, sent or mailed, as the casemay be, not less than twenty (20) days nor more than sixty (60) days prior tothe redemption date.  Each such notice shall state:  (i) the redemptiondate; (ii) the total number of Convertible Perpetual Preferred Shares tobe redeemed and, if fewer than all the shares held by such holder are to beredeemed, the number of such Convertible Perpetual Preferred Shares to beredeemed from such holder; (iii) the redemption price; (iv) whetherthe redemption price shall be paid in cash or in shares of Common Stock, or ina combination of such Common Stock and cash, as permitted by Section 6(e);(v) the place or places where certificates for such Convertible PerpetualPreferred Shares are to be surrendered for payment of the redemption price;(vi) that dividends on the Convertible Perpetual Preferred Shares to beredeemed will cease to accrue on such redemption date; and (vii) theconversion rights of the Convertible Perpetual Preferred Shares to be redeemed,the period within which conversion rights may be exercised, and the ConversionPrice and number of shares of Common Stock issuable upon conversion of aConvertible Perpetual Preferred Share at the time.  Upon surrender of thecertificate for any Convertible Perpetual Preferred Shares so called forredemption and not previously converted (properly endorsed or assigned fortransfer, if the Board shall so require and the notice shall so state), such sharesshall be redeemed by the Corporation at the date fixed for redemption and atthe redemption price set forth in this paragraph (6).

                (c)           Withinthirty (30) days after the later of (i) the effective date, (ii) theenactment date or (iii) if the Corporation contests in good faith in ajudicial or administrative proceeding the legality of the change referred to inthis Section 6(c), the date such matter is finally determined (the time forappeal having expired and no appeal having been filed) against the Corporation,of a change in any statute, rule or regulation of the United States of Americawhich has the effect of limiting or making unavailable to the Corporation allor any of the tax deductions for amounts paid (including dividends) on theConvertible Perpetual Preferred Shares when such amounts are used as providedunder Section 404(k)(2) of the Internal Revenue Code of 1986, as amended (the "Code")and in effect on July 21, 1989, the Corporation may, in its solediscretion and notwithstanding anything to the contrary in Section 6(a), electto either (a) redeem any or all of such Convertible Perpetual PreferredShares for cash or, if the Corporation so elects, in shares of Common Stock, ora combination of such shares of Common Stock and cash, any such shares ofCommon Stock to be valued for such purpose at their Fair Market Value (asdefined in Section 9(g)), at a redemption price equal to the higher of(x) $40,300.00 per share or (y) the Fair Market Value of the numberof shares of Common Stock into which each Convertible Perpetual Preferred Shareis convertible at the time the notice of such redemption is given, plus ineither case accrued and unpaid dividends thereon to the date fixed forredemption, or (b) exchange any or all of such Convertible PerpetualPreferred Shares for securities of comparable value (as determined by anindependent appraiser) that constitute "qualifying employer securities"with respect to a holder of Convertible Perpetual Preferred Shares within themeaning of Section 409(1) of the Code and Section 407(d)(5) of the EmployeeRetirement Income Security Act of 1974, as amended ("ERISA"),or any successor provisions of law.

                (d)           Inthe event that the Plan is terminated or the ESOP is terminated or eliminatedfrom the Plan in accordance with its terms, the Corporation shall, as soonthereafter as practicable, call for redemption all the then outstandingConvertible Perpetual Preferred Shares in accordance with Section 6(a).

                (e)           TheCorporation, at its option, may make payment of the redemption price requiredupon redemption of Convertible Perpetual Preferred Shares in cash or in sharesof Common Stock, or in a combination of such Common Stock and cash, any suchshares of Common Stock to be valued for such purposes at their Fair MarketValue (as defined in Section 9(g)).

                Section7.               Other Redemption Rights.  Convertible PerpetualPreferred Shares shall be redeemed by the Corporation for cash or, if theCorporation so elects, in shares of Common Stock, or a combination of suchshares of Common Stock and cash, any such shares of Common Stock to be valuedfor such purpose at their Fair Market Value, at a redemption price of$40,300.00 per share plus accrued and unpaid dividends thereon to the datefixed for redemption, at the option of the holder, at any time and from time totime upon notice to the Corporation given not less than five (5) business daysprior to the date fixed by the holder in such notice for such redemption, uponcertification by such holder to the Corporation of the following events: (i) when and to the extent necessary for such holder to make any paymentsof principal, interest or premium due and payable (whether as scheduled, uponacceleration or otherwise) under the note from the Trustee to the Corporationor any indebtedness, expenses or costs incurred by the holder for the benefitof the Plan; or (ii) in the event that the Plan is not initiallydetermined by the Internal Revenue Service to be qualified within the meaningof Sections 401(a) and 4975(e)(7) of the Code.  Convertible Perpetual PreferredShares shall be redeemed by the Corporation for cash or, if the Corporation soelects, in shares of Common Stock, or a combination of such shares of CommonStock and cash, any such shares of Common Stock to be valued for such purposeat their Fair Market Value (as defined in Section 9(g)), at a redemption priceequal to the higher of (x) $40,300.00 per share or (y) the FairMarket Value of the number of shares of Common Stock into which eachConvertible Perpetual Preferred Share is convertible at the time the notice ofsuch redemption is given, plus in either case accrued and unpaid dividendsthereon to the date fixed for redemption, at the option of the holder, at anytime and from time to time upon notice to the Corporation given not less thanfive (5) business days prior to the date fixed by the holder in such notice forsuch redemption, upon certification by such holder to the Corporation that itis necessary for such holder to provide for distributions required to be madeto the Participants under, or to satisfy an investment election of theParticipants in accordance with, the Plan.

                Section8.               Consolidation, Merger, etc. (a) In the event thatthe Corporation shall consummate any consolidation or merger or similar businesscombination, pursuant to which the outstanding shares of Common Stock areexchanged solely for or changed, reclassified or converted solely into stockthat constitutes "qualifying employer securities" with respect to aholder of Convertible Perpetual Preferred Shares within the meaning of Section409(1) of the Code and Section 407(d)(5) of ERISA or any successor provisionsof law, and, if applicable, for a cash payment in lieu of fractional shares, ifany, the Convertible Perpetual Preferred Shares of such holder shall, inconnection with such consolidation, merger or similar business combination, beassumed by and shall become preferred stock of the issuer of such "qualifyingemployer securities," having in respect of such issuer, insofar aspossible, the same powers, preferences and relative, participating, optional orother special rights (including the redemption rights provided by Sections 6, 7and 8), and the qualifications, limitations or restrictions thereon, that theConvertible Perpetual Preferred Share had immediately prior to suchtransaction, except that after such transaction each Convertible PerpetualPreferred Share shall be convertible, otherwise on the terms and conditionsprovided by Section 5, into the number and kind of qualifying employersecurities so receivable by a holder of the number of shares of Common Stockinto which such Convertible Perpetual Preferred Shares could have beenconverted immediately prior to such transaction; *provided*, *however*,that if by virtue of the structure of such transaction, a holder of CommonStock is required to make an election with respect to the nature and kind ofconsideration to be received in such transaction, which election cannotpracticably be made by the holders of the Convertible Perpetual PreferredShares, then the Convertible Perpetual Preferred Shares shall, by virtue ofsuch transaction and on the same terms as apply to the holders of Common Stock,be converted into or exchanged for the aggregate amount of stock, securities,cash or other property (payable in kind) receivable by a holder of the numberof shares of Common Stock into which such Convertible Perpetual PreferredShares could have been converted immediately prior to such transaction if suchholder of Common Stock failed to exercise any rights of election to receive anykind or amount of stock, securities, cash or other property (other than suchqualifying employer securities and a cash payment, if applicable, in lieu offractional shares) receivable upon such transaction (provided that, if the kindor amount of qualifying employer securities receivable upon such transaction isnot the same for each non-electing share, then the kind and amount soreceivable upon such transaction for each non-electing share shall be the kindand amount so receivable per share by the plurality of the non-electingshares).  The rights of the Convertible Perpetual Preferred Shares as preferredstock of the issuer of such "qualifying employer securities" shallsuccessively be subject to adjustments pursuant to Section 9 after any suchtransaction as nearly equivalent as practicable to the adjustment provided forby such section prior to such transaction.  The Corporation shall notconsummate any such merger, consolidation or similar transaction unless all thenoutstanding Convertible Perpetual Preferred Shares shall be assumed andauthorized by the issuer of such "qualifying employer securities" asaforesaid.

                (b)           Inthe event that the Corporation shall consummate any consolidation or merger orsimilar business combination, pursuant to which the outstanding shares ofCommon Stock are by operation of law exchanged for or changed, reclassified orconverted into other stock or securities or cash or any other property, or anycombination thereof, other than any such consideration which is constitutedsolely of qualifying employer securities (as referred to in Section 8(a)) andcash payments, if applicable, in lieu of fractional shares, outstandingConvertible Perpetual Preferred Shares shall, without any action on the part ofthe Corporation or any holder thereof (but subject to Section 8(c)), beautomatically converted by virtue of such merger, consolidation or similartransaction immediately prior to such consummation into the number of shares ofCommon Stock into which such Convertible Perpetual Preferred Shares could havebeen converted at such time so that each Convertible Perpetual Preferred Shareshall, by virtue of such transaction and on the same terms as apply to theholders of Common Stock, be converted into or exchanged for the aggregateamount of stock, securities, cash or other property (payable in like kind)receivable by a holder of the number of shares of Common Stock into which suchConvertible Perpetual Preferred Shares could have been converted immediatelyprior to such transaction; *provided*,*however*, that if by virtue of thestructure of such transaction, a holder of Common Stock is required to make anelection with respect to the nature and kind of consideration to be received insuch transaction, which election cannot practicably be made by the holder ofthe Convertible Perpetual Preferred Shares, then the Convertible PerpetualPreferred Shares shall, by virtue of such transaction and on the same terms asapply to the holders of Common Stock, be converted into or exchanged for theaggregate amount of stock, securities, cash or other property (payable in kind)receivable by a holder of the number of shares of Common Stock into which suchConvertible Perpetual Preferred Shares could have been converted immediatelyprior to such transaction if such holder of Common Stock failed to exercise anyrights of election as to the kind or amount of stock, securities, cash or otherproperty receivable upon such transaction (provided that, if the kind or amountof stock, securities, cash or other property receivable upon such transactionis not the same for each non-electing share, then the kind and amount of stock,securities, cash or other property receivable upon such transaction for eachnon-electing share shall be the kind and amount so receivable per share by aplurality of the non-electing shares).

                (c)           Inthe event the Corporation shall enter into any agreement providing for anyconsolidation or merger or similar business combination described in Section 8(b),then the Corporation shall as soon as practicable thereafter (and in any eventat least ten (10) business days before consummation of such transaction) givenotice of such agreement and the material terms thereof to each holder ofConvertible Perpetual Preferred Shares and each such holder shall have theright to elect, by written notice to the Corporation, to receive, uponconsummation of such transaction (if and when such transaction is consummated),from the Corporation or the successor of the Corporation in redemption andretirement of such Convertible Perpetual Preferred Shares, a cash payment equalto the amount payable in respect of Convertible Perpetual Preferred Shares uponliquidation of the Corporation pursuant to Section 4.  No such notice ofredemption shall be effective unless given to the Corporation prior to theclose of business on the second business day prior to consummation of suchtransaction, unless the Corporation or the successor of the Corporation shallwaive such prior notice, but any notice of redemption so given prior to suchtime may be withdrawn by notice of withdrawal given to the Corporation prior tothe close of business on the fifth business day prior to consummation of suchtransaction.

                Section9.               Anti-dilution Adjustments.  (a) In the event theCorporation shall, at any time or from time to time while any of theConvertible Perpetual Preferred Shares are outstanding, (i) pay a dividendor make a distribution in respect of the Common Stock in shares of Common Stock,(ii) subdivide the outstanding shares of Common Stock, or(iii) combine the outstanding shares of Common Stock into a smaller numberof shares, in each case whether by reclassification of shares, recapitalizationof the Corporation (including a recapitalization effected by a merger orconsolidation to which Section 8 does not apply) or otherwise, the ConversionPrice in effect immediately prior to such action shall be adjusted bymultiplying such Conversion Price by a fraction, the numerator of which is thenumber of shares of Common Stock outstanding immediately before such event, andthe denominator of which is the number of shares of Common Stock outstandingimmediately after such event.  An adjustment made pursuant to this Section 9(a)shall be given effect, upon payment of such a dividend or distribution, as ofthe record date for the determination of stockholders entitled to receive suchdividend or distribution (on a retroactive basis) and in the case of asubdivision or combination shall become effective immediately as of theeffective date thereof.

                (b)           Inthe event that the Corporation shall, at any time or from time to time whileany of the Convertible Perpetual Preferred Shares are outstanding, issue toholders of shares of Common Stock as a dividend or distribution, including byway of a reclassification of shares or a recapitalization of the Corporation,any right or warrant to purchase shares of Common Stock (but not including assuch a right or warrant any security convertible into or exchangeable forshares of Common Stock) at a purchase price per share less than the Fair MarketValue (as hereinafter defined) of a share of Common Stock on the date ofissuance of such right or warrant, then, subject to the provisions of Sections9(e) and (f), the Conversion Price shall be adjusted by multiplying suchConversion Price by a fraction, the numerator of which shall be the number ofshares of Common Stock outstanding immediately before such issuance of rightsor warrants plus the number of shares of Common Stock which could be purchasedat the Fair Market Value of a share of Common Stock at the time of suchissuance for the maximum aggregate consideration payable upon exercise in fullof all such rights or warrants, and the denominator of which shall be the numberof shares of Common Stock outstanding immediately before such issuance ofrights or warrants plus the number of shares of Common Stock that could beacquired upon exercise in full of all such rights and warrants.

                (c)           Inthe event the Corporation shall, at any time or from time to time while any ofthe Convertible Perpetual Preferred Shares are outstanding, issue, sell orexchange shares of Common Stock (other than pursuant to any right or warrant topurchase or acquire shares of Common Stock (including as such a right orwarrant any security convertible into or exchangeable for shares of CommonStock) and other than pursuant to any employee or director incentive or benefitplan or arrangement, including any employment, severance or consulting agreement,of the Corporation or any subsidiary of the Corporation heretofore or hereafteradopted) for a consideration having a Fair Market Value, on the date of suchissuance, sale or exchange, less than the Fair Market Value of such shares onthe date of issuance, sale or exchange, then, subject to the provisions ofSections 9(e) and (f), the Conversion Price shall be adjusted by multiplyingsuch Conversion Price by a fraction the numerator of which shall be the sum of(i) the Fair Market Value of all the shares of Common Stock outstanding onthe day immediately preceding the first public announcement of such issuance,sale or exchange plus (ii) the Fair Market Value of the considerationreceived by the Corporation in respect of such issuance, sale or exchange ofshares of Common Stock, and the denominator of which shall be the product of(a) the Fair Market Value of a share of Common Stock on the dayimmediately preceding the first public announcement of such issuance, sale orexchange multiplied by (b) the sum of the number of shares of Common Stockoutstanding on such day plus the number of shares of Common Stock so issued,sold or exchanged by the Corporation.  In the event the Corporation shall, atany time or from time to time while any Convertible Perpetual Preferred Sharesare outstanding, issue, sell or exchange any right or warrant to purchase oracquire shares of Common Stock (including as such a right or warrant anysecurity convertible into or exchangeable for shares of Common Stock), otherthan any such issuance to holders of shares of Common Stock as a dividend ordistribution (including by way of a reclassification of shares or arecapitalization of the Corporation) and other than pursuant to any employee ordirector incentive or benefit plan or arrangement (including any employment,severance or consulting agreement) of the Corporation or any subsidiary of theCorporation heretofore or hereafter adopted, for a consideration having a FairMarket Value, on the date of such issuance, sale or exchange, less than the Non-DilutiveAmount (as hereinafter defined), then, subject to the provisions of Sections9(e) and (f), the Conversion Price shall be adjusted by multiplying suchConversion Price by a fraction the numerator of which shall be the sum of(I) the Fair Market Value of all the shares of Common Stock outstanding onthe day immediately preceding the first public announcement of such issuance,sale or exchange plus (II) the Fair Market Value of the considerationreceived by the Corporation in respect of such issuance, sale or exchange ofsuch right or warrant plus (III) the Fair Market Value at the time of suchissuance of the consideration which the Corporation would receive upon exercisein full of all such rights or warrants, and the denominator of which shall bethe product of (i) the Fair Market Value of a share of Common Stock on theday immediately preceding the first public announcement of such issuance, saleor exchange multiplied by (ii) the sum of the number of shares of CommonStock outstanding on such day plus the maximum number of shares of Common Stockwhich could be acquired pursuant to such right or warrant at the time of theissuance, sale or exchange of such right or warrant (assuming shares of CommonStock could be acquired pursuant to such right or warrant at such time).

                (d)           Inthe event the Corporation shall, at any time or from time to time while any ofthe Convertible Perpetual Preferred Shares are outstanding, make anExtraordinary Distribution (as hereinafter defined) in respect of the CommonStock, whether by dividend, distribution, reclassification of shares orrecapitalization of the Corporation (including a recapitalization orreclassification effected by a merger or consolidation to which Section 8 doesnot apply) or effect a Pro Rata Repurchase (as hereinafter defined) of CommonStock, the Conversion Price in effect immediately prior to such ExtraordinaryDistribution or Pro Rata Repurchase shall, subject to Sections 9(e) and (f), beadjusted by multiplying such Conversion Price by the fraction, the numerator ofwhich is the difference between (i) the product of (x) the number ofshares of Common Stock outstanding immediately before such ExtraordinaryDistribution or Pro Rata Repurchase multiplied by (y) the Fair MarketValue of a share of Common Stock on the day before the ex-dividend date withrespect to an Extraordinary Distribution which is paid in cash and on thedistribution date with respect to an Extraordinary Distribution which is paidother than in cash, or on the applicable expiration date (including allextensions thereof) of any tender offer which is a Pro Rata Repurchase, or onthe date of purchase with respect to any Pro Rata Repurchase which is not atender offer, as the case may be, and (ii) the Fair Market Value of theExtraordinary Distribution minus the aggregate amount of regularly scheduledquarterly dividends declared by the Board and paid by the Corporation in thetwelve months immediately preceding such Extraordinary Distribution or theaggregate purchase price of the Pro Rata Repurchase, as the case may be, andthe denominator of which shall be the product of (a) the number of sharesof Common Stock outstanding immediately before such Extraordinary Dividend orPro Rata Repurchase minus, in the case of a Pro Rata Repurchase, the number ofshares of Common Stock repurchased by the Corporation multiplied by(b) the Fair Market Value of a share of Common Stock on the day before theex-dividend date with respect to an Extraordinary Distribution which is paid incash and on the distribution date with respect to an Extraordinary Distributionwhich is paid other than in cash, or on the applicable expiration date(including all extensions thereof) of any tender offer which is a Pro RataRepurchase or on the date of purchase with respect to any Pro Rata Repurchasewhich is not a tender offer, as the case may be.  The Corporation shall sendeach holder of Convertible Perpetual Preferred Shares (i) notice of itsintent to make any dividend or distribution and (ii) notice of any offerby the Corporation to make a Pro Rata Repurchase, in each case at the same timeas, or as soon as practicable after, such offer is first communicated(including by announcement of a record date in accordance with the rules of anystock exchange on which the Common Stock is listed or admitted to trading) toholders of Common Stock.  Such notice shall indicate the intended record dateand the amount and nature of such dividend or distribution, or the number ofshares subject to such offer for a Pro Rata Repurchase and the purchase pricepayable by the Corporation pursuant to such offer, as well as the ConversionPrice and the number of shares of Common Stock into which a ConvertiblePerpetual Preferred Share may be converted at such time.

                (e)           Notwithstandingany other provision of this Section 9, the Corporation shall not be required tomake any adjustment to the Conversion Price unless such adjustment wouldrequire an increase or decrease of at least one percent (1%) in the ConversionPrice.  Any lesser adjustment shall be carried forward and shall be made nolater than the time of, and together with, the next subsequent adjustmentwhich, together with any adjustment or adjustments so carried forward, shallamount to an increase or decrease of at least one percent (1%) in theConversion Price.

                (f)            Ifthe Corporation shall make any dividend or distribution on the Common Stock orissue any Common Stock, other capital stock or other security of theCorporation or any rights or warrants to purchase or acquire any such security,which transaction does not result in an adjustment to the Conversion Pricepursuant to the foregoing provisions of this Section 9, the Board shallconsider whether such action is of such a nature that an adjustment to the ConversionPrice should equitably be made in respect of such transaction.  If in such casethe Board determines that an adjustment to the Conversion Price should be made,an adjustment shall be made effective as of such date, as determined by theBoard.  The determination of the Board as to whether an adjustment to theConversion Price should be made pursuant to the foregoing provisions of thisSection 9(f), and, if so, as to what adjustment should be made and when, shallbe final and binding on the Corporation and all shareholders of theCorporation.  The Corporation shall be entitled to make such additionaladjustments in the Conversion Price, in addition to those required by theforegoing provisions of this Section 9, as shall be necessary in order that anydividend or distribution in shares of capital stock of the Corporation,subdivision, reclassification or combination of shares of stock of theCorporation or any recapitalization of the Corporation shall not be taxable tothe holders of the Common Stock.

                (g)           Thefollowing definitions shall apply herein:

                "BusinessDay" shall mean each day that is not a Saturday, Sunday or a day on whichstate or federally chartered banking institutions in New York are not requiredto be open.

                "CurrentMarket Price" of publicly traded shares of Common Stock or any other classof capital stock or other security of the Corporation or any other issuer forany day shall mean the last reported sales price, regular way, or, in the eventthat no sale takes place on such day, the average of the reported closing bidand asked prices, regular way, in either case as reported on the New York StockExchange Composite Tape or, if such security is not listed or admitted totrading on the New York Stock Exchange, on the principal national securitiesexchange on which such security is listed or admitted to trading or, if notlisted or admitted to trading on any national securities exchange, on theNASDAQ National Market System or, if such security is not quoted on suchNational Market System, the average of the closing bid and asked prices on eachsuch day in the over-the-counter market as reported by NASDAQ or, if bid andasked prices for such security on each such day shall not have been reportedthrough NASDAQ, the average of the bid and asked prices for such day asfurnished by any New York Stock Exchange member firm regularly making a marketin such security selected for such purpose by the Board of Directors of theCorporation or a committee thereof.

                "ExtraordinaryDistribution" shall mean any dividend or other distribution to holders ofCommon Stock (effected while any of the Convertible Perpetual Preferred Sharesare outstanding) (i) of cash, where the aggregate amount of such cashdividend or distribution together with the amount of all cash dividends anddistributions made during the preceding period of 12 months, when combined withthe aggregate amount of all Pro Rata Repurchases (for this purpose, includingonly that portion of the aggregate purchase price of such Pro Rata Repurchase whichis in excess of the Fair Market Value of the Common Stock repurchased asdetermined on the Business Day immediately following the applicable expirationdate (including all extensions thereof) of any tender offer or exchange offerwhich is a Pro Rata Repurchase, or the date of purchase with respect to anyother Pro Rata Repurchase which is not a tender offer or exchange offer madeduring such period), exceeds ten percent (10%) of the aggregate Fair MarketValue of all shares of Common Stock outstanding on the day before the ex-dividenddate with respect to such Extraordinary Distribution which is paid in cash andon the distribution date with respect to an Extraordinary Distribution which ispaid other than in cash, and/or (ii) of any shares of capital stock of theCorporation (other than shares of Common Stock), other securities of theCorporation (other than securities of the type referred to in Section 9(b) or(c)), evidences of indebtedness of the Corporation or any other person or anyother property (including shares of any subsidiary of the Corporation) or anycombination thereof.  The Fair Market Value of an Extraordinary Distributionfor purposes of Section 9(d) shall be equal to the sum of the Fair Market Valueof such Extraordinary Distribution plus the amount of any cash dividends whichare not Extraordinary Distributions made during such 12-month period and notpreviously included in the calculation of an adjustment pursuant to Section9(d).

                "FairMarket Value" shall mean, as to shares of Common Stock or any other classof capital stock or securities of the Corporation or any other issuer which arepublicly traded, (i) for purposes of Sections 6 and 7, the Current MarketPrice on the date as of which the Fair Market Value is to be determined, and(ii) for all other purposes hereof, the average of the Current MarketPrices of such shares or securities for each day of the Adjustment Period.

                "AdjustmentPeriod" shall mean the period of five (5) consecutive trading dayspreceding, and including, the date as of which the Fair Market Value of asecurity is to be determined.  The Fair Market Value of any security which isnot publicly traded (other than the Convertible Perpetual Preferred Shares) orof any other property shall mean the fair value thereof as determined by anindependent investment banking or appraisal firm experienced in the valuationof such securities or property selected in good faith by the Board or acommittee thereof, or, if no such investment banking or appraisal firm is inthe good faith judgment of the Board or such committee available to make suchdetermination, as determined in good faith by the Board or such committee.

                "Non-DilutiveAmount" in respect of an issuance, sale or exchange by the Corporation ofany right or warrant to purchase or acquire shares of Common Stock (includingany security convertible into or exchangeable for shares of Common Stock) shallmean the difference between (i) the product of the Fair Market Value of ashare of Common Stock on the day preceding the first public announcement ofsuch issuance, sale or exchange multiplied by the maximum number of shares ofCommon Stock which could be acquired on such date upon the exercise in full ofsuch rights and warrants (including upon the conversion or exchange of all suchconvertible or exchangeable securities), whether or not exercisable (orconvertible or exchangeable) at such date, and (ii) the aggregate amountpayable pursuant to such right or warrant to purchase or acquire such maximumnumber of shares of Common Stock; *provided*,*however*, that in no event shallthe Non-Dilutive Amount be less than zero.  For purposes of the foregoingsentence, in the case of a security convertible into or exchangeable for sharesof Common Stock, the amount payable pursuant to a right or warrant to purchaseor acquire shares of Common Stock shall be the Fair Market Value of suchsecurity on the date of the issuance, sale or exchange of such security by theCorporation.

                "ProRata Repurchase" shall mean any purchase of shares of Common Stock by theCorporation or any subsidiary thereof, whether for cash, shares of capitalstock of the Corporation, other securities of the Corporation, evidences ofindebtedness of the Corporation or any other person or any other property(including shares of a subsidiary of the Corporation), or any combinationthereof, effected while any of the Convertible Perpetual Preferred Shares areoutstanding, pursuant to any tender offer or exchange offer subject to Section13(e) of the Securities Exchange Act of 1934, as amended (the "ExchangeAct"), or any successor provision of law, or pursuant to any otheroffer available to substantially all holders of Common Stock; *provided*, *however*,that no purchase of shares by the Corporation or any subsidiary thereof made inopen market transactions shall be deemed a Pro Rata Repurchase.  For purposesof this Section 9(g), shares shall be deemed to have been purchased by theCorporation or any subsidiary thereof "in open market transactions"if they have been purchased substantially in accordance with the requirementsof Rule 10b-18 as in effect under the Exchange Act on July 21, 1989, or onsuch other terms and conditions as the Board or a committee thereof shall havedetermined are reasonably designed to prevent such purchases from having amaterial effect on the trading market for the Common Stock.

                (h)           Wheneveran adjustment to the Conversion Price and the related voting rights of theconvertible Perpetual Preferred Shares is required hereunder, the Corporationshall forthwith place on file with the transfer agent for the Common Stock andthe Convertible Perpetual Preferred Shares, and with the Secretary of theCorporation, a statement signed by two officers of the Corporation stating theadjusted Conversion Price determined as provided herein and the resultingconversion ratio, and the voting rights (as appropriately adjusted), of theConvertible Perpetual Preferred Shares.  Such statement shall set forth inreasonable detail such facts as shall be necessary to show the reason and themanner of computing such adjustment, including any determination of Fair MarketValue involved in such computation.  Promptly after each adjustment to theConversion Price and the related voting rights of the Convertible Perpetual PreferredShares, the Corporation shall mail a notice thereof and of the then prevailingconversion ratio to each holder of Convertible Perpetual Preferred Shares.

                Section10.             Ranking; Attributable Capital and Adequacy of Surplus;Retirement of Shares. (a) The Convertible Perpetual Preferred Sharesshall rank senior to the Common Stock as to the payment of dividends and thedistribution of assets on liquidation, dissolution and winding-up of theCorporation, and, unless otherwise provided in the Restated Certificate ofIncorporation of the Corporation, as the same may be amended, or a Certificateof Designations relating to a subsequent series of Preferred Stock, no parvalue per share, of the Corporation, the Convertible Perpetual Preferred Sharesshall rank junior to all series of the Corporation's Preferred Stock, no parvalue per share, as to the payment of dividends and the distribution of assetson liquidation, dissolution or winding-up.

                (b)           Inaddition to any vote of stockholders required by law or by Section 3(b), thevote of the holders of a majority of the outstanding Convertible PerpetualPreferred Shares shall be required to increase the par value of the CommonStock or otherwise increase the capital of the Corporation allocable to theCommon Stock for the purpose of the General Corporation Law if, as a resultthereof, the surplus of the Corporation for purposes of the General CorporationLaw would be less than the amount of Convertible Perpetual Preferred Dividendsthat would accrue on the then outstanding Convertible Perpetual PreferredShares during the following three years.

                (c)           AnyConvertible Perpetual Preferred Shares acquired by the Corporation by reason ofthe conversion or redemption of such shares as provided by Sections 5, 6, 7 and8, or otherwise so acquired, shall be retired as Convertible PerpetualPreferred Shares and restored to the status of authorized but unissued sharesof Preferred Stock, no par value per share, of the Corporation, undesignated asto series, and may thereafter be reissued as part of a new series of suchPreferred Stock as permitted by law.

                Section11.             Miscellaneous.     (a) All notices referred to inSections 4, 5, 6, 7, 8 and 9 shall be in writing, and all notices hereundershall be deemed to have been given upon the earlier of delivery thereof if byhand delivery, by courier or by standard form of telecommunication or three (3)Business Days after the mailing thereof if sent by registered mail (unlessfirst-class mail shall be specifically permitted for such notice under theterms of Sections 4 and 6) with postage prepaid, addressed:  (i) if to theCorporation, to its office at 235 East 42nd Street, New York, N.Y.10017 (Attention:  Secretary), or to the transfer agent for the ConvertiblePerpetual Preferred Shares, or other agent of the Corporation designated aspermitted by Section 2 or (ii) if to any holder of the ConvertiblePerpetual Preferred Shares or Common Stock, as the case may be, to such holderat the address of such holder as listed in the stock record books of theCorporation (which may include the records of any transfer agent for theConvertible Perpetual Preferred Shares or Common Stock, as the case may be) or(iii) to such other address as the Corporation or any such holder, as thecase may be, shall have designated by notice similarly given.

                (b)           Theterm "Common Stock" as used herein and in Sections 1, 3, 4, 5, 6, 7,8, 9 and 10 means the Corporation's Common Stock, par value $0.05 per share, asthe same exists at the date of filing of a Certificate of Designations relatingto Convertible Perpetual Preferred Shares or any other class of stock resultingfrom successive changes or reclassifications of such Common Stock consistingsolely of changes in par value, or from par value to no par value, or from nopar value to par value.  In the event that, at any time as a result of anadjustment made pursuant to Section 9, the holder of any Convertible PerpetualPreferred Shares upon thereafter surrendering such shares for conversion, shallbecome entitled to receive any shares or other securities of the Corporationother than shares of Common Stock, the Conversion Price in respect of suchother shares or securities so receivable upon conversion of ConvertiblePerpetual Preferred Shares shall thereafter be adjusted, and shall be subjectto further adjustment from time to time, in a manner and on terms as nearlyequivalent as practicable to the provisions with respect to Common Stockcontained in Section 9, and the provisions of Sections 1 through 8, 10 and 11with respect to the Common Stock shall apply on like or similar terms to anysuch other shares or securities.

                (c)           TheCorporation shall pay any and all stock transfer and documentary stamp taxesthat may be payable in respect of any issuance or delivery of ConvertiblePerpetual Preferred Shares or shares of Common Stock or other securities issuedon account of Convertible Perpetual Preferred Shares pursuant hereto orcertificates representing such shares or securities.  The Corporation shallnot, however, be required to pay any such tax which may be payable in respectof any transfer involved in the issuance or delivery of Convertible PerpetualPreferred Shares or Common Stock or other securities in a name other than thatin which the Convertible Perpetual Preferred Shares with respect to which suchshares or other securities are issued or delivered were registered, or inrespect of any payment to any person with respect to any such shares orsecurities other than a payment, to the registered holder thereof, and shallnot be required to make any such issuance, delivery or payment unless and untilthe person otherwise entitled to such issuance, delivery or payment has paid tothe Corporation the amount of any such tax or has established, to thesatisfaction of the Corporation, that such tax has been paid or is not payable.

                (d)           Inthe event that a holder of Convertible Perpetual Preferred Shares shall not bywritten notice designate the name in which shares of Common Stock to be issuedupon conversion of such shares should be registered or to whom payment uponredemption of Convertible Perpetual Preferred Shares should be made or theaddresses to which the certificate or certificates representing such shares, orsuch payment, should be sent, the Corporation shall be entitled to registersuch shares and make such payment, in the name of the holder of suchConvertible Perpetual Preferred Shares as shown on the records of theCorporation and to send the certificate or certificates representing suchshares, or such payment, to the address of such holder shown on the records ofthe Corporation.

                (e)           Unlessotherwise provided in the Restated Certificate of Incorporation, as the samemay be amended, of the Corporation, all payments in the form of dividends,distributions on voluntary or involuntary dissolution, liquidation or winding-upor otherwise made upon the Convertible Perpetual Preferred Shares and any otherstock ranking on a parity with the Convertible Perpetual Preferred Shares withrespect to such dividend or distribution shall be *pro rata*, so that amounts paid per Convertible PerpetualPreferred Share and such other stock shall in all cases bear to each other thesame ratio that the required dividends, distributions or payments, as the casemay be, then payable per share on the Convertible Perpetual Preferred Share andsuch other stock bear to each other.

                (f)            Anydetermination required or permitted to be made by the Board hereunder may bemade by a committee appointed by the Board which need not include members of theBoard.

                (g)           TheCorporation may appoint, and from time to time discharge and change, a transferagent for the Convertible Perpetual Preferred Shares.  Upon any suchappointment or discharge of a transfer agent, the Corporation shall send noticethereof by hand delivery, by courier, by standard form of telecommunication orby first-class mail (postage prepaid), to each holder of record of ConvertiblePerpetual Preferred Shares.

**FIFTH:**   The private property of the stockholders shall not be subject to the payment ofcorporate debts to any extent whatever. 

**SIXTH:**   The Corporation shall have perpetual existence.

**SEVENTH:** The following provisions are inserted for the management of the business andfor the conduct of the affairs of the Corporation, and it is expressly providedthat the same are intended to be in furtherance and not in limitation orexclusion of the powers conferred by statute:

                (1) Thenumber of directors of the Corporation (exclusive of directors (the "PreferredStock Directors") who may be elected by the holders of any one or moreseries of Preferred Stock which may at any time be outstanding, votingseparately as a class or classes) shall not be less than ten nor more thantwenty-four, the exact number within said limits to be fixed from time to timesolely by resolution of the Board of Directors, acting by not less than amajority of the directors then in office.

                (2)Election of directors need not be by ballot unless the By-laws so provide.

                (3)Subject to the rights of the holders of any one or more series of PreferredStock then outstanding, newly created directorships resulting from any increasein the authorized number of directors or any vacancies in the Board ofDirectors resulting from death, resignation, retirement, disqualification,removal from office or other cause shall be filled solely by the Board ofDirectors, acting by not less than a majority of the Directors then in office,although less than a quorum. Any director so chosen shall hold office until hissuccessor shall be elected and qualified. No decrease in the number ofdirectors shall shorten the term of any incumbent director.

                (4)Deleted.

                (5) TheBy-laws may prescribe the number of directors necessary to constitute a quorumand such number may be less than a majority of the total number of directors,but shall not be less than one-third of the total number of directors.

                (6) Bothshareholders and directors shall have power, if the By-laws of the Corporationso provide, to hold their meetings either within or without the State ofDelaware, to have one or more offices in addition to the principal office inthe State of Delaware, and to keep the books of the Corporation (subject to theprovisions of the statutes) outside of the State of Delaware at such places asmay from time to time be designated by them.

                (7) TheBoard of Directors shall have power to determine from time to time whether andif allowed under what conditions and regulations the accounts, and except asotherwise provided by statute or by this Certificate of Incorporation, thebooks of the Corporation shall be open to the inspection of the shareholders,and the shareholders' rights in this respect are and shall be restricted orlimited accordingly, and no shareholder shall have any right to inspect anyaccount or book or document of the Corporation except as conferred by statuteor by this Certificate of Incorporation, or authorized by the Board ofDirectors or by a resolution of the shareholders.

                (8) TheBoard of Directors shall have the power to adopt, amend or repeal the By-lawsof the Corporation.

                (9) TheBoard of Directors acting by a majority of the whole board shall have power toappoint three or more of their number to constitute an Executive Committee,which Committee shall, when the Board of Directors is not in session andsubject to the By-laws, have and exercise any or all of the powers of the Boardof Directors in the management of the business and affairs of the Corporationand shall have power to authorize the seal of the Corporation to be affixed toall papers which may require it.  The Board of Directors acting by a majorityof the whole board shall also have power to appoint any other committee orcommittees, such committees to have and exercise such powers as shall beconferred by the Board of Directors or be authorized by the By-laws.

                (10) Exceptas may be otherwise provided by statute or in this Certificate ofIncorporation, the business and affairs of this Corporation shall be managedunder the direction of the Board of Directors.

                (11) Directors,for their services as such, may be paid such compensation as may be fixed fromtime to time by the Board of Directors.

                (12) TheBoard of Directors shall have power from time to time to fix and determine andvary the amount of the working capital of the Corporation and, subject to anyrestrictions contained in the Certificate of Incorporation, to direct anddetermine the use and disposition of any surplus over and above the capitalstock paid in, and in its discretion to use and apply any such surplus inpurchasing or acquiring property, bonds or other obligations of the Corporationor shares of its own capital stock, to such extent and in such manner and uponsuch terms as the Board of Directors shall deem expedient, but any shares ofsuch capital stock so purchased or acquired may be resold unless such sharesshall have been retired in the manner provided by law for the purpose ofdecreasing the Corporation's capital stock.

                (13)Notwithstanding any other provision of law which might otherwise permit alesser vote or no vote, but in addition to any affirmative vote of the holdersof any particular class of capital stock of the Corporation as are entitled tovote generally in the election of directors ("Voting Stock") requiredby law or this Certificate of Incorporation, the affirmative vote of theholders of at least 80% of all of the then outstanding shares of Voting Stock,voting together as a single class, shall be required to alter, amend or repealparagraphs (1),(3),(5), (8), (10) or this paragraph (13) of this ArticleSEVENTH. 

                (14) Theliability of the Corporation's Directors to the Corporation or its shareholdersshall be eliminated to the fullest extent permitted by the Delaware GeneralCorporation Law as amended from time to time.  No amendment to or repeal ofthis paragraph (14) of Article SEVENTH shall apply to or have any effect on theliability or alleged liability of any director of the Corporation for or withrespect to any acts or omissions of such director occurring prior to such amendmentor repeal.

                Notwithstandingany other provision of law which might otherwise permit a lesser vote or novote, but in addition to any affirmative vote of the holders of any particularclass of Voting Stock required by law or this Certificate of Incorporation, theaffirmative vote of the holders of at least 80% of all of the then outstandingshares of Voting Stock, voting together as a single class, shall be required toalter, amend or repeal this paragraph (14) of this Article SEVENTH.

                (15)         Anyaction required or permitted to be taken by the shareholders of the Corporationmust be effected solely at a duly called annual or special meeting of suchholders and may not be effected by any consent in writing by such holders.

**EIGHTH:**

**A. Applicability of Article.**

                Except asotherwise expressly provided in Section C of this Article EIGHTH, none of theactions or transactions listed below shall be effected by the Corporation, orapproved by the Corporation as a shareholder of any majority-owned subsidiaryof the Corporation if, as of the record date for the determination of theshareholders entitled to vote thereon, any Related Person (as hereinafterdefined) exists, unless the applicable requirements of Sections B, C, D, E andF of this Article EIGHTH are fully complied with:

                (1) anymerger or consolidation of the Corporation or any of its subsidiaries into orwith such Related Person;

                (2) anysale, lease, exchange or other disposition of all or any substantial part ofthe assets of the Corporation or any of its majority-owned subsidiaries to orwith such Related Person;

                (3) theissuance or delivery of any Voting Stock, or securities convertible into orexchangeable or exercisable for any Voting Stock, or of voting securities ofany of the Corporation's majority-owned subsidiaries to such Related Person inexchange for cash, other assets or securities, or a combination thereof; or

                (4) anyvoluntary dissolution or liquidation of the Corporation.

**B.            StockholderVote Required.**

                Theactions and transactions described in Section A of this Article EIGHTH shallhave been authorized by the affirmative vote of at least 80% of all of theoutstanding shares of Voting Stock, voting together as a single class.

**C.            MinimumPrice Required.**

                NotwithstandingSection B hereof, the 80% voting requirement shall not be applicable if (1) anyaction or transaction specified in Section A hereof is approved by theCorporation's Board of Directors and by a majority of the Continuing Directors(as hereinafter defined); provided, however, that if there are not at leastfive Continuing Directors this exception for approval by the Board of Directorsshall not be applicable or (2) in the case of any action or transactionpursuant to which the holders of the capital stock of the Corporation areentitled to receive cash, property, securities or other consideration, the cashor fair market value of the property, securities or other consideration to bereceived per share by holders of the capital stock of the Corporation in suchaction or transaction is not less than the higher of (a) the highest price pershare paid by the Related Person in acquiring any of its holdings of capitalstock of the Corporation, or (b) the highest closing sale price on any dayeither since the Related Person acquired its first share of capital stock ofthe Corporation which it continues to own or control or during the five yearspreceding the date of consideration of the action or transaction by theCorporation's Board of Directors, whichever period is shorter; such highestclosing sale price shall be determined by the reports of closing sale prices onthe Composite Tape for New York Exchange Listed Stocks or, if such stock is notquoted on the Composite Tape on the New York Stock Exchange or other principalUnited States securities exchange on which such stock is listed or, for anyperiod when such stock is not listed on any such exchange, the highest closingbid quotation with respect to a share of such stock on the National Associationof Securities Dealers, Inc. Automated Quotation System; such price, in eithercase (a) or (b), to be proportionately adjusted for any subsequent increase ordecrease in the number of issued shares of the Corporation's capital stockresulting from a subdivision or consolidation of shares or any other capitaladjustments, the payment of a stock dividend, or other increase or decrease insuch shares of capital stock effected without receipt of consideration by theCorporation.

**D.            Restrictionson Certain Actions.**

                Afterbecoming a Related Person and prior to consummation of such action ortransaction (1) such Related Person shall not have acquired from theCorporation or any of its majority-owned subsidiaries any newly issued ortreasury shares of capital stock or any newly issued securities convertibleinto or exchangeable for capital stock of the Corporation or any of itsmajority-owned subsidiaries, directly or indirectly (except upon conversion orexchange of convertible or exchangeable securities acquired by it prior tobecoming a Related Person or as a result of a pro rata stock dividend or stocksplit or other distribution of stock to all shareholders pro rata); (2) suchRelated Person shall not have received the benefit directly or indirectly(except proportionately as a shareholder) of any loans, advances, guarantees,pledges or other financial assistance or tax credits provided by theCorporation or any of its majority-owned subsidiaries, or made any majorchanges in the Corporation's or any of its majority-owned subsidiaries'businesses or capital structures or reduced the current rate of dividendspayable on the Corporation's capital stock below the rate in effect immediatelyprior to the time such Related Person became a Related Person (the current rateof dividends being the ratio of the current dividend to the net income of theCorporation for the full fiscal quarter immediately preceding the quarter inwhich such dividend is paid; and the rate of dividends in effect immediatelyprior to the time such Related Person became a Related Person being the ratioof (a) the aggregate dividends paid during the four full fiscal quartersimmediately preceding the time such Related Person became a Related Person to(b) the aggregate net income of the Corporation for the four successive fullfiscal quarters immediately preceding the last quarter in which such dividendswere paid); and (3) such Related Person shall have taken all required actionsto ensure that the Corporation's Board of Directors includes representation byContinuing Directors (as hereinafter defined) at least proportionate to thestockholdings of the Corporation's remaining public shareholders (ashereinafter defined), with a Continuing Director to occupy any Board positionresulting from a fraction and, in any event, with at least one ContinuingDirector to serve on the Board so long as there are any remaining publicshareholders.

**E.             ProxyStatement Required.**

                A proxystatement responsive to the requirements of the Securities Exchange Act of1934, as amended, whether or not the Corporation is then subject to suchrequirements, shall be mailed to the shareholders of the Corporation for thepurpose of soliciting shareholder approval of such action or transaction andshall contain at the front thereof, in a prominent place, any recommendationsas to the advisability or inadvisability of the action or transaction which theContinuing Directors may choose to state.

**F.             CertainDefinitions.**

                For thepurpose of this Article EIGHTH, (1) the term "Related Person" shallmean any other corporation, person or entity (including any Affiliate thereof),other than this Corporation, any of its subsidiaries or any officer or employeethereof who holds only voting power pursuant to proxies which beneficially ownsor controls, directly or indirectly, 10% or more of the outstanding shares ofVoting Stock, (2) a Related Person shall be deemed to own or control, directlyor indirectly, any outstanding shares of Voting Stock owned by it of record orbeneficially, including without limitation shares (a) which it has the right toacquire pursuant to any agreement, or upon exercise of conversion rights,warrants or options, or otherwise or (b) which are beneficially owned, directlyor indirectly (including shares deemed owned through application of clause (a)above), by any other corporation, person or other entity (x) with which it orits Affiliate or Associate (as hereinafter defined) has any agreement,arrangement or understanding for the purpose of acquiring, holding, voting ordisposing of Voting Stock or (y) which is its "Affiliate" (other thanthe Corporation) or "Associate" (other than the Corporation) as thoseterms are defined in the General Rules and Regulations under the SecuritiesExchange Act of 1934, as amended; (3) the term "Voting Stock" shallmean such shares of capital stock of the Corporation as are entitled to votegenerally in the election of directors; (4) the term "Continuing Director"shall mean a director who was a member of the Board of Directors of theCorporation immediately prior to the time that any Related Person involved inthe proposed action or transaction became a Related Person or a directornominated by a majority of the remaining Continuing Directors; and (5) the term"remaining public shareholders" shall mean the holders of the Corporation'scapital stock other than the Related Person.

**G.            Determinationsby the Board of Directors.**

                The Boardof Directors of the Corporation shall have the power and duty to determine forthe purposes of this Article EIGHTH, on the basis of information then known tothe Board of Directors, whether (1) any Related Person exists or is anAffiliate or an Associate of another and (2) any proposed sale, lease,exchange, or other disposition of part of the assets of the Corporation or anymajority-owned subsidiary involves a substantial part of the assets of theCorporation or any of its subsidiaries.  Any such determination by the Board ofDirectors shall be conclusive and binding for all purposes.

**H.            Alteration,Amendment or Repeal.**

                Notwithstandingany other provision of law which might otherwise permit a lesser vote or novote, but in addition to any affirmative vote of the holders of any particularclass of Voting Stock required by law or this Certificate of Incorporation, theaffirmative vote of the holders of at least 80% of all of the then outstandingshares of Voting Stock, voting together as a single class, shall be required toalter, amend or repeal this Article EIGHTH.

**NINTH:** The Corporation reserves the right to amend, alter, change or repeal anyprovision contained in this Certificate of Incorporation in the manner now orhereafter prescribed by statute and all rights conferred upon the stockholdersherein are granted subject to this reservation.

IN WITNESSWHEREOF, the Corporation has caused its corporate seal to be affixed hereto andthis certificate to be signed by its Secretary - Vice President CorporateGovernance and attested by its Assistant Secretary this 12th day of April,2004.

PFIZER INC.

 

  By: /s/ Margaret M.Foran  

Name:  Margaret M. Foran   

Title: Secretary - VicePresident    Corporate Governance

[Corporate Seal]

Attest:

By: /s/ Kathleen M. Ulrich

      KathleenM. Ulrich      Assistant Secretary