CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
DIVERSIFIED INVESTORS CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY ACKNOWLEDGE AND CERTIFY:
FIRST: That at a meeting of the Board of Directors of DIVERSIFIED INVESTORS
CORPORATION resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and directing that this amendment be presented at the next
annual meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as amended
said Article shall be and will read as follows: FOURTH: the total number of
shares of stock which the corporation shall have authority to issue is thirty
million shares (30,000,000) and the par value of each such share is $.0025
amounting to the aggregate to Seventy-Five Thousand Dollars ($75,000.00)."
SECOND: That pursuant to this resolution of its Board of Directors, an annual
meeting of the stockholders of said corporation was duly called and held, on May
8, 1986, upon notice in accordance with Section 222 of the General Corporation
Law of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provision of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF said DIVERSIFIED INVESTORS CORPORATION, has caused its
corporate seal to be hereunto affixed and this certificate to be signed by
Philip S. Budin, its President, and Jeffrey Simon, its Secretary, this 18th day
of December. 1986.
/S/ PHILIP S. BUDIN
/S/ JEFFREY SIMON
