RESTATED CERTIFICATE OF INCORPORATION

                           OF SKYWORKS SOLUTIONS, INC.

                                   AS AMENDED

 

       FIRST: The name of the Corporation is

 

                            Skyworks Solutions, Inc.

 

       SECOND: The Corporation's registered office in the State of Delaware is

located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New

Castle. The name and address of its registered agent is The Prentice-Hall

Corporation System, Inc., 2711 Centerville Road, Suite 400, City of Wilmington,

County of New Castle.

 

       THIRD: The nature of the business, or objects or purposes to be

transacted, promoted or carried on, are: To engage in any lawful act or activity

for which corporations may be organized under the General Corporation Law of the

State of Delaware.

 

       FOURTH: The total number of shares of all classes of stock which the

Corporation shall have the authority to issue is 550,000,000, of which (i)

525,000,000 shares of the par value of $.25 each are to be of a class designated

Common Stock (the "Common Stock") and (ii) 25,000,000 shares without par value

are to be of a class designated Preferred Stock (the "Preferred Stock").

 

            In this Article Fourth, any reference to a section or paragraph,

without further attribution, within a provision relating to a particular class

of stock is intended to refer solely to the specified section or paragraph of

the other provisions relating to the same class of stock.

 

COMMON STOCK

 

       The Common Stock shall have the following voting powers, designations,

preferences and relative, participating, optional and other special rights, and

qualifications, limitations or restrictions thereof:

 

            1. DIVIDENDS. Subject to the rights of the holders of Preferred

       Stock, the holders of shares of the Common Stock shall be entitled to

       receive such dividends and distributions in equal amounts per share,

       payable in cash or otherwise, as may be declared thereon by the Board of

       Directors from time to time out of assets or funds of the Corporation

       legally available therefor.

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            2. RIGHTS ON LIQUIDATION. In the event of any liquidation,

       dissolution or winding-up of the Corporation, whether voluntary or

       involuntary, after the payment to creditors and the payment or setting

       apart for payment to the holders of any outstanding Preferred Stock of

       the full preferential amounts to which such holders are entitled as

       herein provided or referred to, all of the remaining assets of the

       Corporation shall belong to and be distributable in equal amounts per

       share to the holders of the Common Stock. For purposes of this paragraph

       2, a consolidation or merger of the Corporation with any other

       corporation, or the sale, transfer or lease of all or substantially all

       its assets shall not constitute or be deemed a liquidation, dissolution

       or winding-up of the Corporation.

 

            3. VOTING. Except as otherwise provided by the laws of the State of

       Delaware or by this Article Fourth, each share of Common Stock shall

       entitle the holder thereof to one vote.

 

PREFERRED STOCK

 

       The Preferred Stock may be issued from time to time in one or more

series. The Board of Directors is hereby authorized to provide for the issuance

of shares of Preferred Stock in series and, by filing a certificate pursuant to

the applicable law of the State of Delaware (hereinafter referred to as a

"Preferred Stock Designation"), to establish from time to time the number of

shares to be included in each such series, and to fix the designation, powers,

preferences and rights of the shares of each such series and the qualifications,

limitations and restrictions thereof. The authority of the Board of Directors

with respect to each series shall include, but not be limited to, determination

of the following:

 

            (a) the designation of the series, which may be by distinguishing

       number, letter or title;

 

            (b) the number of shares of the series, which number the Board of

       Directors may thereafter (except where otherwise provided in the

       Preferred Stock Designation) increase or decrease (but not below the

       number of shares thereof then outstanding);

 

            (c) whether dividends, if any, shall be cumulative or noncumulative

       and the dividend rate of the series;

 

            (d) the dates at which dividends, if any, shall be payable;

 

            (e) the redemption rights and price or prices, if any, for shares of

       the series;

 

            (f) the terms and amount of any sinking fund provided for the

       purchase or redemption of shares of the series;

 

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            (g) the amounts payable on shares of the series in the event of any

       voluntary or involuntary liquidation, dissolution or winding up of the

       affairs of the Corporation;

 

            (h) whether the shares of the series shall be convertible into

       shares of any other class or series, or any other security, of the

       Corporation or any other corporation, and, if so, the specification of

       such other class or series or such other security, the conversion price

       or prices or rate or rates, any adjustments thereof, the date or dates as

       of which such shares shall be convertible and all other terms and

       conditions upon which such conversion may be made;

 

            (i) restrictions on the issuance of shares of the same series or of

       any other class or series; and

 

            (j) the voting rights, if any, of the holders of shares of the

       series; provided, that, except as otherwise provided by the laws of the

       State of Delaware, no share of Preferred Stock of any series shall be

       entitled to more than one vote per share of Preferred Stock.

 

       Except as may be provided in this Certificate of Incorporation or in a

Preferred Stock Designation, the Common Stock shall have the exclusive right to

vote for the election of directors and for all other purposes, and holders of

Preferred Stock shall not be entitled to receive notice of any meeting of

stockholders at which they are not entitled to vote. The number of authorized

shares of Preferred Stock may be increased or decreased (but not below the

number of shares thereof then outstanding) by the affirmative vote of the

holders of a majority of the shares of all classes of stock of the Corporation

entitled to vote for the election of directors, considered for the purposes of

this Article Fourth as one class of stock, without a vote of the holders of the

Preferred Stock, or of any series thereof, unless a vote of any such holders is

required pursuant to any Preferred Stock Designation.

 

       The Corporation shall be entitled to treat the person in whose name any

share of its stock is registered as the owner thereof for all purposes and shall

not be bound to recognize any equitable or other claim to, or interest in, such

share on the part of any other person, whether or not the Corporation shall have

notice thereof, except as expressly provided by applicable law.

 

       FIFTH: The Corporation is to have perpetual existence.

 

       SIXTH: The private property of the stockholders of the Corporation shall

not be subject to the payment of corporate debts to any extent whatever.

 

       SEVENTH: The number of directors shall be fixed from time to time

exclusively by the Board of Directors pursuant to a resolution adopted by a

majority of the total

 

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number of authorized directors (whether or not there exist any vacancies in

previously authorized directorships at the time any such resolution is presented

to the Board of Directors for adoption). At the 1983 annual meeting of

stockholders, the directors shall be divided into three classes, as nearly equal

in number as possible, with the term of office of the first class to expire at

the 1984 annual meeting of stockholders, the term of office of the second class

to expire at the 1985 annual meeting of stockholders and the term of office of

the third class to expire at the 1986 annual meeting of stockholders. At each

annual meeting of stockholders following such initial classification and

election, directors elected to succeed those directors whose terms expire shall

be elected for a term of office to expire at the third succeeding annual meeting

of stockholders after their election, unless, by reason of any intervening

changes in the authorized number of directors, the board shall designate one or

more of the then expiring directorships as directorships of another class in

order more nearly to achieve equality of number of directors among the classes.

 

       Notwithstanding the rule that the three classes shall be as nearly equal

in number of directors as possible, in the event of any change in the authorized

number of directors, each director then continuing to serve as such shall

nevertheless continue as a director of the class of which he is a member until

the expiration of his current term, or his prior death, resignation or removal.

If any newly created directorship may, consistently with the rule that the three

classes shall be as nearly equal in number of directors as possible, be

allocated to one of two or more classes, the Board of Directors shall allocate

it to that of the available classes whose term of office is due to expire at the

earliest date following such allocation.

 

       Vacancies resulting from any increase in the authorized number of

directors or any vacancies in the Board of Directors resulting from death,

resignation, retirement, disqualification, removal from office or other cause

may be filled only by a majority vote of the directors then in office, though

less than a quorum, and directors so chosen shall hold office for a term

expiring at the annual meeting of stockholders at which the term of office of

the class to which they have been elected expires. No decrease in the number of

authorized directors shall shorten the term of any incumbent director.

 

       Subject to the rights of the holders of any series of Preferred Stock or

any other series or class of stock, as provided herein or in any Preferred Stock

Designation, to elect additional directors under specific circumstances, any

director may be removed from office at any time, but only for cause and only by

the affirmative vote of the holders of at least a majority of the shares of all

classes of stock of the Corporation entitled to vote for the election of

directors, considered for the purposes of this Article Seventh as one class of

stock.

 

       No director of the Corporation shall be liable to the Corporation or its

stockholders for monetary damages for breach of fiduciary duty as a director,

except for liability (i) for any breach of the director's duty of loyalty to the

Corporation or its stockholders, (ii) for

 

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acts or omissions not in good faith or which involve intentional misconduct or a

knowing violation of law, (iii) under Section 174 of the Delaware General

Corporation Law, or (iv) for any transaction from which the director derived an

improper personal benefit. No repeal or modification of this paragraph, directly

or by adoption of an inconsistent provision of this Certificate of

Incorporation, by the stockholders of the Corporation shall be effective with

respect to any cause of action, suit, claim or other matter that, but for this

paragraph, would accrue or arise prior to such repeal or modification.

 

       EIGHTH: Unless otherwise determined by the Board of Directors, no holder

of stock of the Corporation shall, as such holder, have any right to purchase or

subscribe for any stock of any class which the Corporation may issue or sell,

whether or not exchangeable for any stock of the Corporation of any class or

classes and whether out of unissued shares authorized by the Certificate of

Incorporation of the Corporation as originally filed or by any amendment thereof

or out of shares of stock of the Corporation acquired by it after the issue

thereof.

 

       NINTH: Whenever a compromise or arrangement is proposed between this

Corporation and its creditors or any class of them and/or between this

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of this Corporation or of any creditor or stockholder thereof, or on the

application of any receiver or receivers appointed for this Corporation under

the provisions of section 291 of the General Corporation Law of the State of

Delaware (the "GCL") or on the application of trustees in dissolution or of any

receiver or receivers appointed for this Corporation under the provisions of

section 279 of the GCL order a meeting of the creditors or class of creditors,

and/or of the stockholders or class of stockholders of this Corporation, as the

case may be, to be summoned in such manner as the said court directs. If a

majority in number representing three-fourths in value of the creditors or class

of creditors, and/or of the stockholders or class of stockholders of this

Corporation, as the case may be, agree to any compromise or arrangement and to

any reorganization of this Corporation as consequence of such compromise or

arrangement, the said compromise or arrangement and the said reorganization

shall, if sanctioned by the court to which the said application has been made,

be binding on all the creditors or class of creditors, and/or on all the

stockholders or class of stockholders, of this Corporation, as the case may be,

and also on this Corporation.

 

       TENTH:

 

            1. AMENDMENT OF CERTIFICATE OF INCORPORATION. The corporation

       reserves the right to amend, alter, change or repeal any provision

       contained in this Certificate of Incorporation, in the manner hereafter

       set forth, and all rights conferred upon stockholders herein are granted

       subject to this reservation.

 

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            A.   Except as provided in paragraphs 1(B) and (2) of this Article

                 Tenth and in Article Eleventh, any provision of this

                 Certificate of Incorporation may be amended, altered, changed

                 or repealed in the manner now or hereafter prescribed by the

                 statutes of the State of Delaware.

 

            B.   Notwithstanding any of the provisions of this Certificate of

                 Incorporation or any provision of law which might otherwise

                 permit a lesser vote or no vote, but in addition to any

                 affirmative vote of holders of any particular class or series

                 of stock of the Corporation required by law or this Certificate

                 of Incorporation, the affirmative vote of the holders of at

                 least the following percentages of the shares of all classes of

                 stock of the Corporation entitled to vote for the election of

                 directors, considered for this purpose as one class of stock,

                 shall be required to amend, alter, change or repeal, or to

                 adopt any provisions inconsistent with, the indicated

                 provisions of this Certificate of Incorporation:

 

                      (i)   80% in the case of Article Seventh or Article

                            Thirteenth; and

 

                      (ii)  90% in the case of Article Twelfth.

 

            The foregoing paragraphs 1(B)(i) and (ii) of this Article Tenth may

            not be amended so as to alter the stockholder vote required by

            either such paragraph or to adopt any provisions inconsistent with

            these provisions, except by an amendment that is itself approved by

            the affirmative vote of the holders of at least the percentage of

            all shares of all classes of stock of the Corporation as is required

            to amend the provision or provisions of this Certificate of

            Incorporation to which such amendment relates.

 

            2. BY-LAWS. The Board of Directors is expressly authorized to adopt,

       alter, amend and repeal the By-laws of the Corporation, in any manner not

       inconsistent with the laws of the State of Delaware or of the Certificate

       of Incorporation of the Corporation, subject to the power of the holders

       of capital stock of the Corporation to adopt, alter or repeal the By-laws

       made by the Board of Directors; provided, that any such adoption,

       amendment or repeal by stockholders shall require the affirmative vote of

       the holders of at least 66 2/3% of the shares of all classes of stock of

       the Corporation entitled to vote for the election of directors,

       considered for this purpose as one class of stock. This paragraph 2 of

       Article Tenth may not be amended so as to alter the stockholder vote

       specified hereby, nor may any provisions inconsistent with these

       provisions be adopted, except by an amendment that is itself approved by

       the affirmative vote of the holders of at least 66 2/3% of

 

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       the shares of all classes of stock of the Corporation entitled to vote

       for the election of directors, considered for this purpose as one class

       of stock.

 

       ELEVENTH:

 

            1. Except as set forth in paragraph 2 of this Article Eleventh, the

       affirmative vote or consent of the holders of 80% of the shares of all

       classes of stock of the Corporation entitled to vote for the election of

       directors, considered for the purposes of this Article as one class,

       shall be required (a) for the adoption of any agreement for the merger or

       consolidation of the Corporation with or into any Other Corporation (as

       hereinafter defined), or (b) to authorize any sale, lease, exchange,

       mortgage, pledge or other disposition of all, or substantially all of the

       assets of the Corporation or any Subsidiary (as hereinafter defined) to

       any Other Corporation, or (c) to authorize the issuance or transfer by

       the Corporation of any Substantial Amount (as hereinafter defined) of

       securities of the Corporation in exchange for the securities or assets of

       any Other Corporation. Such affirmative vote or consent shall be in

       addition to the vote or consent of the holders of the stock of the

       Corporation otherwise required by law, the Certificate of Incorporation

       of the Corporation or any agreement or contract to which the Corporation

       is a party.

 

            2. The provisions of paragraph 1 of this Article Eleventh shall not

       be applicable to any transaction described therein if such transaction is

       approved by resolution of the Board of Directors of the Corporation;

       provided that a majority of the members of the Board of Directors voting

       for the approval of such transaction were duly elected and acting members

       of the Board of Directors prior to the time any such Other Corporation

       may have become a Beneficial Owner (as hereinafter defined) of 5% or more

       of the shares of stock of the Corporation entitled to vote for the

       election of directors.

 

            3. For the purposes of paragraph 2 of this Article, the Board of

       Directors shall have the power and duty to determine for the purposes of

       this Article Eleventh, on the basis of information known to such Board,

       if and when any Other Corporation is the Beneficial Owner of 5% or more

       of the outstanding shares of stock of the Corporation entitled to vote

       for the election of directors. Any such determination shall be conclusive

       and binding for all purposes of this Article Eleventh.

 

            4. As used in this Article Eleventh, the following terms shall have

       the meanings indicated:

 

            "Other Corporation" means any person, firm, corporation or other

       entity, other than a subsidiary of the Corporation.

 

            "Subsidiary" means any corporation in which the Corporation owns,

       directly or indirectly, more than 50% of the voting securities.

 

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            "Substantial Amount" means any securities of the Corporation having

       a then fair market value of more than $500,000.

 

            An Other Corporation (as defined above) shall be deemed to be the

       "Beneficial Owner" of stock if such Other Corporation or any "affiliate"

       or "associate" of such Other Corporation (as those terms are defined in

       Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (15

       U.S.C. 78 aaa et seq.), as amended from time to time), directly or

       indirectly, controls the voting of such stock or has any options,

       warrants, conversion or other rights to acquire such stock.

 

            5. This Article Eleventh may not be amended, revised or revoked, in

       whole or in part, except by the affirmative vote or consent of the

       holders of 80% of the shares of all classes of stock of the Corporation

       entitled to vote for the election of directors, considered for the

       purposes of this Article Eleventh as one class of stock.

 

       TWELFTH:

 

            1. The following definitions shall apply for the purpose of this

       Article Twelfth only:

 

            A.   "Announcement Date" shall mean the date of first public

                 announcement of the proposal of a Business Combination.

 

            B.   "Business Combination" shall mean:

 

                      (i)   any merger or consolidation of the Corporation or

                            any Subsidiary with (a) any Related Person, or (b)

                            any other corporation (whether or not itself a

                            Related Person) which is, or after such merger or

                            consolidation would be, an Affiliate of a Related

                            Person; or

 

                      (ii)  any sale, lease, exchange, mortgage, pledge,

                            transfer or other disposition (in one transaction or

                            a series of transactions) to or with any Related

                            Person or any Affiliate of any Related Person of any

                            assets of the Corporation or any Subsidiary having

                            an aggregate Fair Market Value of $500,000 or more;

                            or

 

                      (iii) 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 Related Person or any

                            Affiliate of any Related Person in exchange for

                            cash, securities or other property (or a combination

                            thereof) having an aggregate Fair Market Value of

                            $500,000 or more; or

 

                      (iv)  the adoption of any plan or proposal for the

                            liquidation or dissolution of the Corporation

                            proposed by or on behalf of any Related Person or

                            any Affiliate of any Related Person; or

 

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                      (v)   any reclassification of securities (including any

                            reverse stock split), or recapitalization of the

                            Corporation, or any merger or consolidation of the

                            Corporation with any of its Subsidiaries or any

                            other transaction (whether or not with or into or

                            otherwise involving the Related Person) which has

                            the effect, directly or indirectly, of increasing

                            the proportionate share of the outstanding shares of

                            any class of equity or convertible securities of the

                            Corporation or any Subsidiary which is directly or

                            indirectly owned by any Related Person or any

                            Affiliate of any Related Person.

 

            C.   "Consideration Received" shall mean the amount of cash and the

                 Fair Market Value, as of the Consummation Date, of

                 consideration other than cash received by the stockholder. In

                 the event of any Business Combination in which the Corporation

                 survives, the consideration other than cash shall include

                 shares of any class of outstanding Voting Stock retained by the

                 holders of such shares.

 

            D.   "Consummation Date" shall mean the date upon which the Business

                 Combination is consummated.

 

            E.   "Continuing Director" shall mean any member of the Board of

                 Directors of the Corporation who is unaffiliated with the

                 Related Person and who was a member of the Board of Directors

                 prior to the time that the Related Person became a Related

                 Person, and any successor of a Continuing Director who is

                 unaffiliated with the Related Person and is recommended to

                 succeed a Continuing Director by a majority of the Continuing

                 Directors then on the Board of Directors.

 

            F.   "Determination Date" shall mean the date upon which a Related

                 Person became a Related Person.

 

            G.   "Exchange Act" shall mean the Securities Exchange Act of 1934

                 as in effect on May 1, 1983.

 

            H.   "Fair Market Value" shall mean: (i) 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

                 principal United States securities exchange registered under

                 the Exchange 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

 

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                 stock during the 30-day period preceding the date in question

                 on the National Association of Securities Dealers, Inc.

                 Automated Quotations System or any 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 the

                 Board of Directors in good faith; and (ii) 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 the

                 Board of Directors in good faith.

 

            I.   "Related Person" shall mean any individual, firm, corporation

                 or other entity (other than the Corporation or any Subsidiary)

                 which, together with its Affiliates and Associates (as such

                 terms are defined in Rule 12b-2 under the Exchange Act) and

                 with any other individual, firm, corporation or other entity

                 (other than the Corporation or any Subsidiary) with which it or

                 they have any agreement, arrangement or understanding with

                 respect to acquiring, holding or disposing of Voting Stock,

                 beneficially owns (as defined in Rule 13d-3 of the Exchange

                 Act, except that such term shall include any Voting Stock which

                 such person has the right to acquire, whether or not such right

                 may be exercised within 60 days), directly or indirectly, more

                 than twenty percent of the voting power of the outstanding

                 Voting Stock.

 

            J.   "Subsidiary" shall mean any corporation in which a majority of

                 the capital stock entitled to vote generally in the election of

                 directors is owned, directly or indirectly, by the Corporation.

 

            K.   "Voting Stock" shall mean all of the then outstanding shares of

                 the capital stock of the Corporation entitled to vote generally

                 in the election of directors.

 

            2. In addition to the affirmative vote otherwise required by law or

       any provision of this Certificate of Incorporation (including without

       limitation Article Eleventh), except as otherwise provided in paragraph

       3, any Business Combination shall require the affirmative vote of the

       holders of 90% of all Voting Stock, voting together as a single class.

 

            Such affirmative vote shall be required notwithstanding any other

       provision of this Certificate of Incorporation or any provision of law or

       of any agreement with any national securities exchange which might

       otherwise permit a lesser vote or no vote, and such affirmative vote

       shall be required in addition to any affirmative vote

 

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       of the holders of any particular class or series of the Voting Stock

       required by law or by this Certificate of Incorporation.

 

            3. The provisions of paragraph 2 of this Article Twelfth shall not

       be applicable to any particular Business Combination, and such Business

       Combination shall require only such affirmative vote as is required by

       law, any other provision of this Certificate of Incorporation (including

       Article Eleventh), or any agreement with any national securities

       exchange, if, in the case of a Business Combination that does not involve

       any Consideration Received by the stockholders of the Corporation, solely

       in their respective capacities as stockholders of the Corporation, the

       condition specified in the following paragraph A is met, or, in the case

       of any other Business Combination, the conditions specified in either of

       the following paragraphs A and B are met:

 

            A.   The Business Combination shall have been approved by a majority

                 of the Continuing Directors, it being understood that this

                 condition shall not be capable of satisfaction unless there is

                 at least one Continuing Director.

 

            B.   All of the following conditions shall have been met:

 

                      (i)   The form of the Consideration Received by holders of

                            shares of a particular class of outstanding Voting

                            Stock shall be in cash or in the same form as the

                            Related Person has paid for shares of such class of

                            Voting Stock within the two-year period ending on

                            and including the Determination Date. If, within

                            such two-year period, the Related Person has paid

                            for shares of any class of Voting Stock with varying

                            forms of consideration, the form of Consideration

                            Received per share by holders of shares of such

                            class of Voting Stock shall be either cash or the

                            form used to acquire the largest number of shares of

                            such class of Voting Stock acquired by the Related

                            Person within such two-year period.

 

                      (ii)  The aggregate amount of Consideration Received per

                            share by holders of each class of Voting Stock in

                            such Business Combination shall be at least equal to

                            the higher of the following (it being intended that

                            the requirements of this paragraph B(ii) shall be

                            required to be met with respect to every such class

                            of Voting Stock outstanding, whether or not the

                            Related Person has previously acquired any shares of

                            that particular class of Voting Stock):

 

                      (a)   (if applicable) the highest per share price

                            (including any brokerage commissions, transfer taxes

                            and soliciting dealers' fees)

 

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                            paid by the Related Person for any shares of that

                            class of Voting Stock acquired by it within the

                            two-year period immediately prior to the

                            Announcement Date or in the transaction in which it

                            became a Related Person, whichever is higher; or

 

                      (b)   the Fair Market Value per share of such class of

                            Voting Stock on the Announcement Date; or

 

                      (c)   in the case of any class of preferred stock, the

                            highest preferential amount per share to which the

                            holders of shares of such class of Voting Stock are

                            entitled in the event of any voluntary or

                            involuntary liquidation, dissolution or winding up

                            of the Corporation.

 

                      (iii) After such Related Person has become a Related

                            Person and prior to the consummation of such

                            Business Combination: (a) except as approved by a

                            majority of the Continuing Directors, there shall

                            have been no failure to declare and pay at the

                            regular date therefor any full quarterly dividends

                            (whether or not cumulative) on any outstanding

                            preferred stock; (b) there shall have been (I) no

                            reduction in the annual 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 Continuing Directors, and (II)

                            an increase in such annual rate of dividends as

                            necessary to reflect any reclassification (including

                            any reverse stock split), recapitalization,

                            reorganization 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 annual rate is approved by a majority

                            of the Continuing Directors; and (c) such Related

                            Person shall have not become the beneficial owner of

                            any newly issued share of Voting Stock directly or

                            indirectly from the Corporation except as part of

                            the transaction which results in such Related Person

                            becoming a Related Person.

 

                      (iv)  After such Related Person has become a Related

                            Person, such Related Person shall not have received

                            the benefit, directly or indirectly (except

                            proportionately, solely in such Related Person's

                            capacity as a stockholder of the Corporation), of

                            any loans, advances, guarantees, pledges or other

                            financial assistance or any tax credits or other tax

                            advantages provided by the Corporation, whether in

                            anticipation of or in connection with such Business

                            Combination or otherwise.

 

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<PAGE>

                      (v)   A proxy or information statement describing the

                            proposed Business Combination and complying with the

                            requirements of the Exchange Act and the rules and

                            regulations thereunder (or any subsequent provisions

                            replacing such act, rules or regulations) shall be

                            mailed to all stockholders of the Corporation at

                            least 30 days prior to the consummation of such

                            Business Combination (whether or not such proxy or

                            information statement is required to be mailed

                            pursuant to the Exchange Act or subsequent

                            provisions). Such proxy or information statement

                            shall contain on the front thereof, prominently

                            displayed, any recommendation as to the advisability

                            or inadvisability of the Business Combination which

                            the Continuing Directors, or any of them, may have

                            furnished in writing to the Board of Directors.

 

            4. A majority of the total number of authorized directors (whether

       or not there exist any vacancies in previously authorized directorships

       at the time any determination is to be made by the Board of Directors)

       shall have the power and duty to determine, on the basis of information

       known to them after reasonable inquiry, all facts necessary to determine

       compliance with this Article Twelfth including, without limitation, (1)

       whether a person is a Related Person, (2) the number of shares of Voting

       Stock beneficially owned by any person, (3) whether the applicable

       conditions set forth in paragraph (2) of Section C have been met with

       respect to any Business Combination, and (4) whether the assets which are

       the subject of any Business Combination or the Consideration Received for

       the issuance or transfer of securities by the Corporation or any

       Subsidiary in any Business Combination have an aggregate Fair Market

       Value of $500,000 or more.

 

            5. Nothing contained in this Article Twelfth shall be construed to

       relieve any Related Person from any fiduciary obligation imposed by law.

 

       THIRTEENTH: Any action required or permitted to be taken by the

stockholders of the Corporation must be effected at an annual or special meeting

of stockholders of the Corporation and may not be effected by any consent in

writing by such stockholders.

 

SEVENTH:

        1.     The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption). At the 1983 annual meeting of stockholders, the directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1984 annual meeting of stockholders, the term of office of the second class to expire at the 1985 annual meeting of stockholders and the term of office of the third class to expire at the 1986 annual meeting of stockholders. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, unless, by reason of any intervening changes in the authorized number of directors, the board shall designate one or more of the then expiring directorships as directorships of another class in order more nearly to achieve equality of number of directors among the classes.

Notwithstanding the rule that the three classes shall be as nearly equal in number of directors as possible, in the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he is a member until the expiration of his current term, or his prior death, resignation or removal. If any newly created directorship may, consistently with the rule that the three classes shall be as nearly equal in number of directors as possible, be allocated to one of two or more classes, the Board of Directors shall allocate it to that of the available classes whose term of office is due to expire at the earliest date following such allocation.

10


        2.     Except as otherwise provided by law and except as hereinafter otherwise provided for filling vacancies, the directors of the Corporation shall be elected at each annual meeting of stockholders. Each director so elected shall hold office until the annual meeting of stockholders following the annual meeting at which such director was elected and until a successor is duly elected and qualified, or until such director's earlier death, resignation or removal. The terms of office of each director serving the Corporation as of immediately prior to the effectiveness of the filing of this Certificate of Amendment under the General Corporation Law of the State of Delaware (the "Effective Time") whose term of office did not expire at the 2011 annual meeting of stockholders of the Corporation shall nonetheless expire at the Effective Time, such that the directors elected at the 2011 annual meeting of stockholders of the Corporation effective upon the Effective Time to succeed such directors shall commence their term of office at the Effective Time, for a term expiring at the next annual meeting of stockholders, with each such director to hold office until his or her successor shall have been duly elected and qualified.

        3.     Vacancies resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of office of the class to which they have been elected expiresto occur following their election. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

        4.     Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock, as provided herein or in any Preferred Stock Designation, to elect additional directors under specific circumstances, any director may be removed from office at any time, but only forwith or without cause and only by the affirmative vote of the holders of at least a majority of the shares of all classes of stock of the Corporation entitled to vote for the election of directors, considered for the purposes of this Article Seventh as one class of stock.

        5.     No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No repeal or modification of this paragraph, directly or by adoption of an inconsistent provision of this Certificate of Incorporation, by the stockholders of the Corporation shall be effective with respect to any cause of action, suit, claim or other matter that, but for this paragraph, would accrue or arise prior to such repeal or modification.

 

[As filed: 05-11-2011]