Exhibit 3(a)
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN ELECTRIC POWER COMPANY, INC.
Under Section 807 of the Business Corporation Law
The undersigned, being respectively the Vice President and
Assistant Secretary of American Electric Power Company, Inc.,
hereby certify that:
I. NAME. The name of the corporation is AMERICAN ELECTRIC
POWER COMPANY, INC. The name under which the corporation was
formed is American Gas and Electric Company.
II. DATE OF FILING OF CERTIFICATE OF INCORPORATION. The
certificate of consolidation forming the corporation was filed by
the Department of State on February 18, 1925.
III. ORIGINAL CERTIFICATE SUPERSEDED. The certificate of
incorporation, as amended heretofore, is hereby restated without
further amendment or change to read as herein set forth in full:
1. The name of the corporation shall be AMERICAN
ELECTRIC POWER COMPANY, INC.
2. The purposes for which the corporation is formed
are:
a) To acquire, hold and dispose of the stock,
bonds, notes, debentures and other securities and
obligations (hereinafter called "securities") of
any person, firm, association, or corporation,
private, public or municipal, or of any body
politic, including, without limitation, securities
of electric and gas utility companies; and while
the owner of such securities, to possess and
exercise in respect thereof all the rights, powers
and privileges of ownership thereof, including
voting power;
(b) To aid in any manner permitted by law any
person, firm, association or corporation in whose
securities the corporation may be interested,
directly or indirectly, and to do any other act or
thing permitted by law for the preservation,
protection, improvement or enhancement of the
value of such securities or the property
represented thereby or securing the same or owned,
held or possessed by such person, firm,
association or corporation;
(c) To acquire, construct, own, maintain, operate
and dispose of real or personal property used or
useful in the business of an electric utility
company or gas utility company and such other real
or personal property as may be permitted by law;
and
(d) To do everything necessary, proper, advisable
or convenient for the accomplishment of the
foregoing purposes, and to do all other things
incidental to them or connected with them that are
not forbidden by law or by this certificate of
incorporation.
3. The city and county in which the office of the
corporation is to be located are the City and County of
New York.
4.1. The aggregate number of shares which the
corporation is authorized to issue is 300,000,000
shares of Common Stock of the par value of $6.50 each.
4.2. Each share of the Common Stock shall be equal in
all respects to every other share of the Common Stock.
Every holder of record of the Common Stock shall have
one vote for each share of Common Stock held by him
for the election of directors and upon all other
matters; provided, however, that at all elections of
directors by stockholders each holder of record of
shares of the Common Stock then entitled to vote, shall
be entitled to as many votes as shall equal the number
of votes which (except for this provision as to
cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of
Common Stock multiplied by the number of directors to
be elected, and such holder may cast all of such votes
for a single director or may distribute them among the
number of directors to be voted for, or any two or more
or them, as he may see fit, which right, when
exercised, shall be termed cumulative voting.
4.3. The corporation may, at any time and from time to
time, issue and dispose of any of the authorized and
unissued shares of the Common Stock for such
consideration as may be fixed by the Board of
Directors, subject to any provisions of law then
applicable, and subject to the provisions of any
resolutions of the stockholders of the corporation
relating to the issue and disposition of such shares.
4.4. Upon any issuance for money or other
consideration of any stock of the corporation, or of
any securities convertible into any stock of the
corporation, of any class whatsoever which may be
authorized from time to time, no holder of stock of any
kind shall have any preemptive or other right to
subscribe for, purchase or receive any proportionate or
other share of the stock or securities so issued, but
the Board of Directors may dispose of all or any
portion of such stock or securities as and when it may
determine free of any such rights, whether by offering
the same to stockholders or by sale or other
disposition as the Board of Directors may deem
advisable; provided, however, that if the Board of
Directors shall determine to issue and sell any shares
of Common Stock (including, for the purposes of this
paragraph, any security convertible into Common Stock,
but excluding shares of Common Stock and securities
convertible into Common Stock theretofore reacquired by
the corporation after having been duly issued, and
excluding shares of Common Stock and securities
convertible into Common Stock issued to satisfy
conversion or option rights theretofore granted by the
corporation) solely for money and other than by:
(i) a public offering thereof, or
(ii) an offering thereof to or through
underwriters or dealers who shall agree promptly
to make a public offering thereof, or
(iii) any other offering thereof which shall have
been authorized or approved by the affirmative
vote, cast in person or by proxy, of the holders
of record of a majority of the outstanding shares
of Common Stock entitled to vote at the
stockholders' meeting at which action shall have
been taken with respect to such other offering,
such shares of Common Stock shall first be offered pro rata,
except that the corporation shall not be obligated to offer
or to issue any fractional interest in a full share of
Common Stock, to the holders of record of the then
outstanding shares of Common Stock (excluding outstanding
shares of Common Stock held for the benefit of holders of
scrip certificates or other instruments representing
fractional interests in a full share of Common Stock) upon
terms which, in the judgment of the Board of Directors of
the corporation, shall be not less favorable (without
deduction of such reasonable compensation for the sale,
underwriting or purchase of such shares by underwriters or
dealers as may lawfully be paid by the corporation) to the
purchaser than the terms upon which such shares are offered
to others than such holders of Common Stock; and provided
that the time within which such preemptive rights shall be
exercised may be limited to such time as to the Board of
Directors may seem proper, not less, however, than fourteen
(14) days after the mailing of notice that such preemptive
rights are available and may be exercised.
5. Directors shall hold office after the expiration of
their terms until their successors are elected and have
qualified. Directors need not be stockholders.
6. To the fullest extent permitted by the New York
Business Corporation Law as it exists on the date hereof or
as it may hereafter be amended, no director of the
corporation shall be liable to the corporation or its
stockholders for damages for any breach of duty as a
director. Any repeal or modification of the foregoing
sentence by the stockholders of the corporation shall not
adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or
modification.
7.1.(A) In addition to any affirmative vote required
by law or this certificate of incorporation (any other
provision of this certificate of incorporation
notwithstanding), and except as otherwise expressly provided
in paragraph 7.2:
(1) any merger or consolidation of the
corporation or any Subsidiary (as hereinafter defined)
with (i) any Interested Stockholder (as hereinafter
defined) or (ii) any other corporation (whether or not
itself an Interested Stockholder) which is, or after
such merger or consolidation would be, an Affiliate (as
hereinafter defined) of an Interested Stockholder; or
(2) any sale, lease, license, exchange, mortgage,
pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with any
Interested Stockholder or any Affiliate of any
Interested Stockholder of any assets of the corporation
or any Subsidiary having an aggregate Fair Market Value
(as hereinafter defined) of $100,000,000 or more; or
(3) the issuance or transfer by the corporation
or any Subsidiary (in one transaction or a series of
transactions) of any securities of the corporation or
any Subsidiary to any Interested Stockholder or any
Affiliate of any Interested Stockholder having an
aggregate Fair Market Value of $100,000,000 or more,
other than the issuance of securities upon the
conversion of convertible securities of the corporation
or any Subsidiary which were not acquired by such
Interested Stockholder (or such Affiliate) from the
corporation or a Subsidiary; or
(4) the adoption of any plan or proposal for the
liquidation or dissolution of the corporation proposed
by or on behalf of any Interested Stockholder or any
Affiliate of any Interested Stockholder; or
(5) any reclassification of securities (including
any reverse stock split), or recapitalization or
reorganization of the corporation, or any merger or
consolidation of the corporation with any of its
Subsidiaries, or any self tender offer for or
repurchase of securities of the corporation by the
corporation or any Subsidiary or any other transaction
(whether of not with or into or otherwise involving any
Interested Stockholder) which has the effect, directly
or indirectly, of increasing the proportionate share of
the outstanding shares of any class or series of equity
or convertible securities of the corporation or any
Subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any
Interested Stockholder;
shall require the affirmative vote of the holders of at
least (i) seventy-five per centum of the combined voting
power of the then issued and outstanding capital stock of
all classes and series of the corporation having voting
powers (the "Voting Stock"), voting together as a single
class, and (ii) a majority of the combined voting power of
the then issued and outstanding Voting Stock beneficially
owned by persons other than such Interested Stockholder,
voting together as a single class, given at any annual
meeting of stockholders or at any special meeting called for
that purpose. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or
that a lesser percentage may be specified, by law, by any
other provision of this certificate of incorporation or in
any agreement with any national securities exchange or
otherwise.
(B) The term "Business Combination" as used
herein shall mean any transaction which is referred to
in any one or more of clauses (1) through (5) of
sub-paragraph (A) of this paragraph 7.1.
7.2. The provisions of paragraph 7.1 shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative
vote, if any, as is required by law, any other provision of
this certificate of incorporation, and any agreement with
any national securities exchange, if all of the conditions
specified in either of the following sub-paragraphs (A) or
(B) are met:
(A) The Business Combination shall have been
approved by a majority of the Disinterested Directors
(as hereinafter defined).
(B) All of the following conditions shall have
been met:
(1) The aggregate amount of the cash and the
Fair Market Value as of the date of the
consummation of the Business Combination (the
"Consummation Date") of consideration other than
cash to be received per share by holders of Common
Stock in such Business Combination shall be at
least equal to the highest of the following (it
being intended that the requirements of this
clause (1) shall be required to be met with
respect to every share of outstanding Common
Stock, whether or not the Interested Stockholder
has previously acquired any shares of Common
Stock):
(i) (if applicable) the highest per
share price (including any brokerage
commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested
Stockholder for any shares of Common Stock
acquired by it (x) within the five-year
period immediately prior to the first public
announcement of the terms of the proposed
Business Combination (the "Announcement
Date") or (y) in the transaction in which it
became an Interested Stockholder, whichever
is higher;
(ii) the Fair Market Value per share of
Common Stock on the Announcement Date or on
the date on which the Interested Stockholder
became an Interested Stockholder (such latter
date is referred to herein as the
"Determination Date"), whichever is higher;
and
(iii) an amount which bears the same or
greater percentage relationship to the Fair
Market Value per share of Common Stock on the
Announcement Date as the highest per share
price determined in clause (B)(1)(i) above
bears to the Fair Market Value per share of
Common Stock on the date of the commencement
of the acquisition of the Common Stock by
such Interested Stockholder.
(2) The aggregate amount of cash and the
Fair Market Value as of the Consummation Date of
consideration other than cash to be received per
share by holders of shares of any other class or
series of outstanding Voting Stock shall be at
least equal to the highest of the following (it
being intended that the requirements of this
clause (2) shall be required to be met with
respect to every class or series of outstanding
Voting Stock, whether or not the Interested
Stockholder has previously acquired any shares of
a particular class or series of Voting Stock):
(i) (if applicable) the highest per
share price (including any brokerage
commissions, transfer taxes and soliciting
dealers' fees) paid by the Interested
Stockholder for any shares of such class or
series of Voting Stock acquired by it (x)
within the five-year period immediately prior
to the Announcement Date or (y) in the
transaction in which it became an Interested
Stockholder, whichever is higher;
(ii) the Fair Market Value per share of
such class or series of Voting Stock on the
Announcement Date or on the Determination
Date, whichever is higher;
(iii) (if applicable) the highest
preferential amount per share to which the
holders of shares of such class or series of
Voting Stock are entitled in the event of any
liquidation, dissolution or winding up of the
corporation, whether voluntary or
involuntary; and
(iv) an amount which bears the same or
greater percentage relationship to the Fair
Market Value per share of such class or
series of Voting Stock on the Announcement
Date as the highest per share price
determined in clause (B)(2)(i) above bears to
the Fair Market Value per share of such
Voting Stock on the date of the commencement
of the acquisition of such Voting Stock by
such Interested Stockholder.
(3) The consideration to be received by
holders of a particular class or series of
outstanding Voting Stock (including Common Stock)
shall be in cash or in the same form as the
Interested Stockholder has previously paid for
shares of such class or series of Voting Stock.
If the Interested Stockholder has paid for shares
of any class or series of Voting Stock with
varying forms of consideration, the form of
consideration to be received by each holder of
such class or series of Voting Stock shall be, at
the option of such holder, either cash or the form
used by the Interested Stockholder to acquire the
largest number of shares of such class or series
of Voting Stock previously acquired by it prior to
the Announcement Date. The price determined in
accordance with clauses (1) and (2) of this
sub-paragraph (B) shall be subject to appropriate
adjustment in the event of any stock dividend,
stock split, combination of shares or similar
event.
(4) After the Determination Date and prior
to the Consummation Date:
(i) except as approved by a majority of
the Disinterested Directors, there shall have
been no failure to declare and pay at the
regular dates therefor the full amount of any
dividends (whether or not cumulative) payable
on any class or series of stock of the
corporation having a preference over the
Common Stock as to dividends or upon
liquidation; and
(ii) there shall have been (x) no
reduction in the quarterly rate of dividends
paid on the Common Stock (except as necessary
to reflect any subdivision of the Common
Stock), except as approved by a majority of
the Disinterested Directors, and (y) an
increase in such quarterly rate of dividends
paid on such Common Stock as necessary to
reflect any reclassification (including any
reverse stock split), recapitalization,
reorganization, self tender offer for or
repurchase of securities of the corporation
by the corporation or any Subsidiary or any
similar transaction which has the effect of
reducing the number of outstanding shares of
the Common Stock, unless the failure so to
increase such quarterly rate is approved by a
majority of the Disinterested Directors; and
(iii) such Interested Stockholder shall
not have become the beneficial owner of any
additional shares of Voting Stock except as
part of the transaction which results in such
Interested Stockholder becoming an Interested
Stockholder or upon conversion of convertible
securities acquired by it prior to becoming
an Interested Stockholder or as a result of a
pro rata stock dividend or stock split; and
(iv) such Interested Stockholder shall
not have received the benefit, directly or
indirectly (except proportionately as a
stockholder), of any loans, advances,
guarantees, pledges or other financial
assistance or tax credits or other tax
advantages provided by the corporation or any
Subsidiary, whether in anticipation of or in
connection with such Business Combination or
otherwise; and
(v) such Interested Stockholder shall
not have caused any material change in the
corporation's business or capital structure,
including, without limitation, the issuance
of shares of capital stock of the corporation
to any third party.
(5) A proxy or information statement
describing the proposed Business Combination and
complying with the requirements of the Securities
Exchange Act of 1934, as amended (the "Act"), and
the rules and regulations thereunder (or any
subsequent provisions replacing the Act, rules and
regulations), shall be mailed by and at the
expense of the Interested Stockholder to public
stockholders of the corporation at least 30 days
prior to the Consummation Date (whether or not
such proxy or information statement is required to
be mailed pursuant to the Act). The proxy or
information statement shall contain at the front
thereof in a prominent place (i) any
recommendation as to the advisability (or
inadvisability) of the Business Combination which
a majority of the Disinterested Directors may
choose to state, and (ii) if a majority of the
Disinterested Directors so requests, the opinion
of a reputable national investment banking firm as
to the fairness (or not) of such Business
Combination from the point of view of the
remaining public stockholders of the corporation
(such investment banking firm to be engaged solely
on behalf of the remaining public stockholders, to
be paid a reasonable fee for their services by the
corporation upon receipt of such opinion, to be
unaffiliated with such Interested Stockholder,
and, to be selected by a majority of the
Disinterested Directors).
(6) The holders of all outstanding shares of
Voting Stock not beneficially owned by the
Interested Stockholder prior to the consummation
of any Business Combination shall be entitled to
receive in such Business Combination cash or other
consideration for their shares of such Voting
Stock in compliance with clauses (1), (2) and (3)
of sub-paragraph (B) of this paragraph 7.2
(provided, however, that the failure of any such
holders who are exercising their statutory rights
to dissent from such Business Combination and
receive payment of the fair value of their shares
to exchange their shares in such Business
Combination shall not be deemed to have prevented
the condition set forth in this clause (6) from
being satisfied).
7.3. The following terms shall be deemed to have the
meanings specified below:
(A) The term "person" shall mean any individual,
firm, corporation, group (as such term is used in
Regulation 13D-G of the rules and regulations under the
Act, as in effect on January 1, 1988) or other entity.
(B) The term "Interested Stockholder" shall mean
any person (other than the corporation, any Subsidiary
or any pension, profit sharing, employee stock
ownership, employee savings or other employee benefit
plan, or any dividend reinvestment plan, of the
corporation or any Subsidiary or any trustee of or
fiduciary with respect to any such plan acting in such
capacity) who or which:
(1) is the beneficial owner, directly or
indirectly, of more than five per centum of the
combined voting power of the then outstanding
Voting Stock; or
(2) is an Affiliate of the corporation and
at any time within the five-year period
immediately prior to the date in question was the
beneficial owner, directly or indirectly, of more
than five per centum of the combined voting power
of the then outstanding Voting Stock; or
(3) is an assignee of or has otherwise
succeeded to any shares of Voting Stock which were
at any time within the five-year period
immediately prior to the date in question
beneficially owned by an Interested Stockholder,
if such assignment or succession shall have
occurred in the course of a transaction or series
of transactions not involving a public offering
within the meaning of the Securities Act of 1933,
as amended (or any subsequent provisions replacing
such).
(C) A person shall be deemed a "beneficial owner"
of any Voting Stock:
(1) which such person or any of its
Affiliates or Associates (as hereinafter defined)
beneficially owns, directly or indirectly; or
(2) which such person or any of its
Affiliates or Associates has (i) the right to
acquire (whether such right is exercisable
immediately or only after the passage of time),
pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or
otherwise, or (ii) the right to vote pursuant to
any agreement, arrangement or understanding; or
(3) which is beneficially owned, directly or
indirectly, by any other person with which such
person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting or
disposing of any shares of Voting Stock.
(D) For the purpose of determining whether a
person is an Interested Stockholder pursuant to
sub-paragraph (B) of this paragraph 7.3, the number of
shares of Voting Stock deemed to be outstanding shall
include shares deemed owned through application of
sub-paragraph (C) of this paragraph 7.3, but shall not
include any other shares of Voting Stock which may be
issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
exchange rights, warrants or options, or otherwise.
(E) The term "Affiliate" of, or a person
"affiliated" with, a specified person shall mean a
person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is
under common control with, the person specified.
(F) The term "Associate" as used to indicate a
relationship with any person shall mean (1) any
corporation or organization (other than the corporation
or a Subsidiary) of which such person is an officer or
partner or is, directly or indirectly, the beneficial
owner of ten per centum or more of any class or series
of equity securities, (2) any trust or other estate in
which such person has a substantial beneficial interest
or as to which such person serves as trustee or in a
similar fiduciary capacity, and (3) any relative or
spouse of such person, or any relative of such spouse,
who has the same home as such person.
(G) The term "Subsidiary" shall mean any
corporation of which a majority of any class or series
of equity security is owned, directly or indirectly, by
the corporation or by a Subsidiary or by the
corporation and one or more Subsidiaries; provided,
however, that for the purposes of the definition of
Interested Stockholder set forth in sub-paragraph (B)
of this paragraph 7.3, the term "Subsidiary" shall mean
only a corporation of which a majority of each class or
series of equity security is owned, directly or
indirectly, by the corporation.
(H) The term "Fair Market Value" shall mean: (1)
in the case of stock, the highest closing sale price
during the 30-day period immediately preceding the date
in question of a share of such stock on the Composite
Tape for New York Stock Exchange-Listed Stocks, or, if
such stock is not quoted on the Composite Tape, on the
New York Stock Exchange, or if such stock is not listed
on such Exchange, on the principal United States
securities exchange registered under the Act on which
such stock is listed or, if such stock is not listed on
any such exchange, the highest closing bid quotation
with respect to a share of such stock during the 30-day
period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated
Quotations System or any similar system then in use, or
if no such quotations are available, the fair market
value on the date in question of a share of such stock
as determined by a majority of the Disinterested
Directors in good faith, in each case with respect to
any class or series of such stock, appropriately
adjusted for any dividend or distribution in shares of
such stock or any subdivision or reclassification of
outstanding shares of such stock into a greater number
of shares of such stock or any combination or
reclassification of outstanding shares of such stock
into a smaller number of shares of such stock; and (2)
in the case of property other than cash or stock, the
fair market value of such property on the date in
question as determined by a majority of the
Disinterested Directors in good faith.
(I) In the event of any Business Combination in
which the corporation is the survivor, the phrase
"consideration other than cash to be received" as used
in clauses (1) and (2) of sub-paragraph (B) of
paragraph 7.2 shall include the shares of Common Stock
and/or the shares of any other class or series of
outstanding Voting Stock retained by the holders of
such shares.
(J) The term "Disinterested Director" shall mean
any member of the Board of Directors of the corporation
who is unaffiliated with, and not a nominee of, the
Interested Stockholder and who was a member of the
Board of Directors prior to the Determination Date, and
any successor of a Disinterested Director who is
unaffiliated with, and not a nominee of, the Interested
Stockholder and is recommended to succeed a
Disinterested Director by a majority of the total
number of Disinterested Directors then on the Board of
Directors.
(K) References to "highest per share price" shall
in each case with respect to any class or series of
stock reflect an appropriate adjustment for any
dividend or distribution in shares of such stock or any
subdivision or reclassification of outstanding shares
of such stock into a greater number of shares of such
stock or any combination or reclassification of
outstanding shares of such stock into a smaller number
of shares of such stock.
7.4. A majority of the Board of Directors of the
corporation shall have the power and duty to determine for
the purpose of these paragraphs 7.1 through 7.6, on the
basis of information known to them after reasonable inquiry,
whether a person is an Interested Stockholder. Once the
Board of Directors has made a determination, pursuant to the
preceding sentence, that a person is an Interested
Stockholder, a majority of the total number of directors of
the corporation who would qualify as Disinterested Directors
shall have the power and duty to interpret all of the terms
and provisions of these paragraphs 7.1 through 7.6, and to
determine on the basis of information known to them after
reasonable inquiry all facts necessary to ascertain
compliance therewith, including, without limitation, (A) the
number of shares of Voting Stock beneficially owned by any
person, (B) whether a person is an Affiliate or Associate of
another, (C) whether the assets which are the subject of any
Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the
corporation or any Subsidiary in any Business Combination
has, an aggregate Fair Market Value of $100,000,000 or more
and (D) whether all of the applicable conditions set forth
in sub-paragraph (B) of paragraph 7.2 have been met with
respect to any Business Combination. Any determination
pursuant to this paragraph 7.4 made in good faith shall be
binding and conclusive on all parties.
7.5. Nothing contained in these paragraphs 7.1 through
7.6 shall be construed to relieve any Interested Stockholder
from any fiduciary obligation imposed by law.
7.6. Notwithstanding any other provisions of this
certificate of incorporation or the by-laws of the
corporation (and notwithstanding the fact that a lesser
percentage may be specified by law, this certificate of
incorporation or the by-laws of the corporation), the
affirmative vote of the holders of at least (A) seventy-five
per centum of the combined voting power of the then issued
and outstanding Voting Stock, voting together as a single
class, and (B) a majority of the combined voting power of
the then issued and outstanding Voting Stock beneficially
owned by persons other than an Interested Stockholder,
voting together as a single class, given at any annual
meeting of stockholders or at any special meeting called for
that purpose, shall be required to amend, alter, change or
repeal, or adopt any provisions inconsistent with, these
paragraphs 7.1 through 7.6; provided, however, that the
foregoing provisions of this paragraph 7.6 shall not apply
to, and such vote shall not be required for, any such
amendment, alteration, change, repeal or adoption approved
by a majority of the disinterested Directors, and any such
amendment, alteration, change, repeal or adoption so
approved shall require only such vote, if any, as is
required by law, any other provision of this certificate of
incorporation or the by-laws of the corporation.
8. The Secretary of State of the State of New York is
hereby designated as the agent of the corporation upon whom
any process in any action or proceeding against it may be
served. The address to which the Secretary of State shall
mail a copy of any process against the corporation served
upon him is: c/o CT Corporation System, 1633 Broadway, New
York, NY 10019.
9. The name of the registered agent upon whom and the
address of the registered agent at which process against the
corporation may be served is: c/o CT Corporation System,
1633 Broadway, New York, NY 10019.
IV. MANNER OF AUTHORIZATION. The foregoing restatement of
the certificate of incorporation was authorized by the unanimous
affirmative vote of the Board of Directors of the corporation at
its meeting duly called and held on the 29th day of October,
1997, a quorum being present.
IN WITNESS WHEREOF, the undersigned have signed this
certificate this 29th day of October, 1997, and do affirm the
contents to be true under the penalties of perjury.
/s/ G. P. Maloney
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G. P. Maloney, Vice President
/s/ John F. Di Lorenzo, Jr.
------------------------------
John F. Di Lorenzo, Jr.,
Assistant Secretary