EXHIBIT 4(i)
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EXCERPTS FROM RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
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Article "FOURTH", as amended, reads as follows:
"FOURTH: Capital Stock. A. The total number of shares of stock which the
Corporation shall have the authority to issue is One Hundred and Forty Two
Million (142,000,000) shares of which One Hundred and Forty Million
(140,000,000) shall be Common Stock of the par value of One Cent ($.01) per
share (hereinafter called the "Common Stock") and of which Two Million
(2,000,000) shares shall be Preferred Stock of the par value of One Dollar
($1.00) per share (hereinafter called the "Preferred Stock").
B. Provisions Relating to the Preferred Stock. Shares of the Preferred
Stock may be issued from time to time in series, and the Board of Directors of
the Corporation is hereby authorized, subject to the limitations provided by
law, to establish and designate one or more series of the Preferred Stock, to
fix the number of shares constituting each series, and to fix the designations,
powers, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of each series
and the variations and the relative rights, preferences and limitations as
between series, and to increase and to decrease the number of shares
constituting each series. The authority of the Board of Directors of the
Corporation with respect to each series shall include, but shall not be
limited to, the authority to determine the following:
(i) The designation of such series.
(ii) The number of shares initially constituting such series.
(iii) The increase, and the decrease to a number not less than
the number of the outstanding shares of such series, of
the number of shares constituting such series theretofore
fixed.
(iv) The rate or rates, and the conditions upon and the times
at which dividends on the shares of such series shall be
paid, the preference of relation which such dividends
shall bear to the dividends payable on any other class or
classes or on any other series of stock of the
Corporation, and whether or not such dividends shall be
cumulative, and, if such dividends shall be cumulative,
the date or dates from and after which they shall
accumulate.
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(v) Whether or not the shares of such series shall be
redeemable, and, if such shares shall be redeemable, the
terms and conditions of such redemption, including, but
not limited to, the date or dates upon or after which such
shares shall be redeemable and the amount per share which
shall be payable upon such redemption, which amount may
vary under different conditions and at different
redemption dates.
(vi) The rights which the holders of the shares of such series
shall be entitled upon the voluntary or involuntary
liquidation, dissolution or winding up of, or upon any
distribution of the assets of, the Corporation, which
rights may be different in the case of a voluntary
liquidation, dissolution or winding up than in the case of
such an involuntary event.
(vii) Whether or not the shares of such series shall have voting
rights, in addition to the voting rights provided by law,
and, if such shares shall have such voting rights, the
terms and conditions thereof, including, but not limited
to, the right of the holders of such shares to vote as a
separate class either alone or with the holders of shares
of one or more other series of the Preferred Stock and
the right to have more than one vote per share.
(viii) Whether or not a sinking fund or a purchase fund shall be
provided for the redemption or purchase of the shares of
such series, and, if such a sinking fund or purchase fund
shall be provided, the terms and conditions thereof.
(ix) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other
class or classes or any other series of the same or any
other class or classes of stock of the Corporation, and,
if provision be made for conversion or exchange, the terms
and conditions of conversion or exchange, including, but
not limited to, any provision for the adjustment of the
conversion or exchange rate or the conversion or exchange
price.
(x) Any other relative rights, preferences and limitations.
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C. Provisions Relating to the Common Stock.
(i) Subject to the preferential dividend rights applicable to
shares of the Preferred Stock, as determined by the Board
of Directors of the Corporation pursuant to the provisions
of part B of this Article FOURTH, the holders of shares of
the Common Stock shall be entitled to receive such
dividends as may be declared by the Board of Directors of
the Company.
(ii) Subject to the preferential liquidation rights and except
as determined by the Board of Directors of the Corporation
pursuant to the provisions of part B of this Article
FOURTH, in the event of any voluntary or involuntary
liquidation, dissolution or winding up of, or any
distribution of the assets of, the Corporation, the
holders of shares of the Common Stock shall be entitled to
receive all of the assets of the Corporation available for
distribution to its stockholders ratably in proportion to
the number of shares of the Common Stock held by them.
(iii) Except as otherwise determined by the Board of Directors
of the Corporation pursuant to the provisions of part B of
this Article FOURTH, the holders of shares of the Common
Stock shall be entitled to vote on all matters at all
meetings of the stockholders of the Corporation, and shall
be entitled to one vote for each share of the Common Stock
entitled to one vote for each share of the Common Stock
entitled to vote at such meeting, voting together with the
holders of the Preferred Stock who are entitled to vote,
and not as a separate class."
Article "FIFTH" reads as follows:
"FIFTH. Board of Directors and By-Laws. All corporate powers shall be
exercised by or under the direction of the Board of Directors, except as
otherwise provided by statute or by this Certificate of Incorporation, or any
amendment thereof, or by the By-Laws. Directors need not be elected by written
ballot. The By-Laws may be adopted, amended or repealed by the Board of
Directors of the Corporation, except as otherwise provided by law, but any By-
Law made by the Board of Directors is subject to amendment or repeal by the
stockholders of the Corporation."
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