ASO

AmSouth Bancorporation
Restated Certificate of Incorporation

Section I: Name

The name of the corporation is AmSouth Bancorporation.

Section II: Registered Office and Agent

The address of its registered office in the State of Delaware is
100 West 10th Street, in the City of Wilmington, County of
Newcastle. The name of its registered agent at such address is
The Corporation Trust Company.

Section III: Purposes

The purposes of the corporation are to engage in any lawful acts
or activities for which corporations may be organized under the
general corporation law of Delaware.

Section IV: Capital Stock

(a) The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is seven
hundred and fifty-two million (752,000,000), of which seven
hundred and fifty million (750,000,000) shares of the par
value of $1.00 per share are to be of a class designated
"Common Stock," and two million (2,000,000) shares without
par value are to be of a class designated "Preferred Stock."
The Preferred Stock may be issued from time to time as a
class without series, or if so determined by the Board of
Directors, either in whole or in part in one (1) or more
series. There is hereby expressly granted to and vested in
the Board of Directors authority to fix and determine by
resolution the voting powers, full or limited, or no voting
powers, and such designations, preferences and relative,
participating, optional or other special rights, if any, and
the qualifications, limitations or restrictions thereof, if
any, including specifically, but not limited to, the
dividend rights, conversion rights, redemption rights, and
liquidation preferences, if any, of any wholly unissued
series of Preferred Stock (or of the entire class of
Preferred Stock if none of such shares have been issued),
the number of shares constituting any such series and the
terms and conditions of the issue thereof. A certificate
setting forth a copy of each such resolution or
resolutions and the number of shares of stock of each such
class or series may be executed, acknowledged, filed, and
recorded in accordance with Delaware General Corporation
Law. Unless otherwise provided in any such resolution or
resolutions, the number of shares of stock of any such class
or series so set forth in such resolution or resolutions may
thereafter be increased or decreased (but not below the
number of shares thereof then outstanding), by a certificate
likewise executed, acknowledged, filed, and recorded setting
forth a statement that a specified increase or decrease
therein had been authorized and directed by a resolution or
resolutions likewise adopted by the Board of Directors. In
case the number of such shares shall be decreased, the
number of shares so specified in the certificate shall
resume the status which they had prior to the adoption of
the first resolution or resolutions.

(b) The number of authorized shares of any class, including
Preferred Stock, may be increased or decreased by the
affirmative vote of the holders of a majority of the
outstanding shares of the corporation entitled to vote
without the separate vote of holders of Preferred Stock
voting as a class.

Section V: By-Laws

The By-Laws may be made, altered, amended or repealed by the
Board of Directors. The books of the corporation (subject to the
provisions of the laws of the State of Delaware) may be kept
outside of the State of Delaware at such places as from time to
time may be designated by the Board of Directors.

Section VI: Indemnification of Directors, Officers, Employees and Agents

(1) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative,
including appeals (other than an action by or in the right
of the corporation), by reason of the fact that he or she is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause
to believe that his or her conduct was unlawful.

(2) The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason
of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

(3) To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in paragraphs (1) and (2) of this Section VI, or
in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in
connection therewith, notwithstanding that he or she has not
been successful on any other claim, issue or matter in any
such action, suit or proceeding.

(4) Any indemnification under paragraphs (1), (2), and (3) of
this Section VI (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct
set forth in those paragraphs. Such determination shall be
made (a) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

(5) Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit or proceeding may be paid by
the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that
he or she is not entitled to be indemnified by the
corporation as authorized in this Section VI.

(6) The indemnification and advancement of expenses provided by,
or granted pursuant to, other paragraphs of this Section VI
shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may
be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both
as to action in his or her official capacity and as to
action in another capacity while holding such office.

(7) For purposes of this Section VI, references to the
"corporation" include all constituent corporations absorbed
in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, partner,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section VI with
respect to the resulting or surviving corporation as he or
she would if he or she had served the resulting or surviving
corporation in the same capacity.

(8) By action of its Board of Directors, notwithstanding any
interest of the Directors in the action, the corporation may
purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation
as a director, officer, partner, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or
her against such liability under the provisions of this
Section VI or of the General Corporation Law of the State
of Delaware.

(9) For purposes of this Section VI, references to the "other
enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed
to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the
corporation" as referred to in this Section VI.

(10) The indemnification and advancements of expense provided
by, or granted pursuant to, this Section VI shall, unless
otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Section VII: Stockholders Meetings

(a) No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the
corporation may be taken without such a meeting, and the
power of the stockholders to consent in writing, without
such a meeting, to the taking of any action is specifically
denied; provided, however, that nothing contained in this
Certificate of Incorporation shall be deemed to restrict
the power of the Board of Directors or of any of its
committees to take any action required or permitted to be
taken by them without a meeting, in accordance with
applicable provisions of law.

(b) Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide, but special
meetings of the stockholders for any purpose or purposes may
be called, upon not less than 10 days' advance written
notice, by resolution of the Board of Directors or by the
chief executive officer of the corporation or, upon not less
than 60 days' advance written notice, by holders of Common
Stock entitled to be voted for directors in an amount not
less than a majority of the number of shares of Common Stock
of the corporation issued, outstanding and entitled to vote.

(c) Elections of directors need not be by written ballot unless
the by-laws so provide.

(d) Notwithstanding any provision of the 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 67 percent of the outstanding shares of capital
stock of the corporation entitled to vote for the election
of directors shall be required to amend or repeal any
provision of this Section VII or to adopt any provision
inconsistent with this Section VII.

Section VIII: Certain Business Combinations

(1) Any other provision of this certificate of incorporation to
the contrary notwithstanding, the affirmative vote of the
holders of not less than 80 percent of the outstanding
shares of capital stock of the corporation entitled to vote
generally (the "voting stock") and the affirmative vote of
the holders of not less than 67 percent of the voting stock
held by stockholders other than the Interested Stockholder
(as hereinafter defined) involved in the Business
Combination (as hereinafter defined) shall be required for
the approval or authorization of any Business Combination,
or of any series of related transactions which, if taken
together, would constitute a Business Combination, with any
Interested Stockholder. 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 or in any agreement with any national securities
exchange or otherwise. In addition, in any Business
Combination of a Subsidiary (as hereinafter defined) with an
Interested Stockholder the voting provisions contained
hereinabove shall apply in order for the corporation to
cause the Subsidiary to approve or authorize such Business
Combination.

(2) The provisions of paragraph (1) of this Section VIII shall
not be applicable to any particular Business Combination,
and such Business Combination shall require only such
affirmative vote as is required by law and any other
provision of this certificate of incorporation, if all of
the conditions specified in either of the following
subparagraphs (a) or (b) are met:

(a) A Majority of the Continuing Directors (as hereinafter
defined) of the corporation (i) has expressly approved in
advance the acquisition of voting stock of the corporation
that caused the Interested Stockholder involved in the
Business Combination to become an Interested Stockholder, or
(ii) has approved the Business Combination; or

(b) All of the following conditions shall have been met:

(i) The aggregate amount of (I) cash and (II) the Fair Market
Value (as hereinafter defined), as of the date of the
consummation of the Business Combination, of consideration
other than cash to be received per share by holders of
Common Stock of the corporation in such Business Combination
shall be at least equal to the highest amount determined
under the following subclauses (A) through (G), inclusive
(taking into account all recapitalizations, stock dividends,
stock splits, and like distributions):

(A) The highest per share price (including any brokerage
commissions, transfer taxes, and soliciting dealers' fees)
("Purchase Price") paid by the Interested Stockholder for
any share of Common Stock acquired by it (whether or not an
Interested Stockholder at the time of acquisition) within
the two-year period immediately prior to the first public
announcement of the proposal of the Business Combination
(the "Announcement Date");

(B) The highest Purchase Price paid by the Interested
Stockholder in the transaction or transactions by which it
became an Interested Stockholder;

(C) The highest Purchase Price paid by the Interested
Stockholder on the Announcement Date;

(D) The highest Purchase Price paid by the Interested
Stockholder during the period from the Announcement Date
through the date of consummation of the Business
Combination;

(E) The highest Fair Market Value per share of the Common Stock
of the corporation on the Announcement Date;

(F) The highest Fair Market Value per share of the Common Stock
of the corporation on the date on which the Interested
Stockholder first became an Interested Stockholder; or

(G) The book value per share of the Common Stock of the
corporation on the last day of the month coinciding with or
immediately prior to the Announcement Date.

As used above in this paragraph (2)(b)(i), the term
"consideration other than cash to be received" shall
include, without limitation, in the event of a Business
Combination in which the corporation is the surviving
corporation, Common Stock or other voting stock of the
corporation retained by its stockholders of record
immediately prior to the consummation of the Business
Combination who are not the Interested Stockholder involved
in the Business Combination. In addition, assignments or
transfers of Common Stock of the corporation between
Associates or Affiliates (as those terms are hereinafter
defined) prior to a Business Combination involving one of
them as an Interested Stockholder shall not be construed to
reduce the highest Purchase Price paid by the Interested
Stockholder involved in the Business Combination in
acquiring any holdings of the corporation's Common Stock.

(ii) The consideration to be received by holders of outstanding
Common Stock of the corporation shall be in cash or in the
same form as the Interested Stockholder has previously paid
for shares of such Common Stock. If the Interested
Stockholder has paid for shares of Common Stock with
varying forms of consideration, the form of consideration
for such Common Stock shall be either cash or the form used
to acquire the largest number of shares of Common Stock
previously acquired by it.

(iii) After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business
Combination, except as approved by a Majority of the
Continuing Directors, there shall have been (A) no
reduction in the annual rate of dividends paid on the
Common Stock (except as necessary to reflect any
subdivision of the Common Stock), and (B) an increase in
such annual rate of dividends as necessary to reflect any
reclassification, reorganization, or any similar
transaction which
has the effect of reducing the number of outstanding shares
of the Common Stock.

(iv) After such Interested Stockholder has become an Interested
Stockholder, 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 any tax
credits or other tax advantages provided by the corporation
or any of its Subsidiaries, whether in anticipation of or in
connection with such Business Combination or otherwise.

(v) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of
the Securities Exchange Act of 1934 and the rules and
regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to
holders of the Common Stock of the corporation at least 30
days prior to the meeting at which the Business Combination
will be voted upon (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or
subsequent provisions). The proxy or information statement
shall contain on the cover page thereof a statement as to
how members of the Board of Directors of the corporation
voted on the proposal in question and any recommendation as
to the advisability or inadvisability of the Business
Combination that any director wishes to make, and shall also
contain the opinion of a reputable national investment
banking firm as to the fairness of the terms of the Business
Combination, from the point of view of the holders of Common
Stock other than the Interested Stockholder (such investment
banking firm to be engaged solely on behalf of the said
holders, to be paid a reasonable fee for its services by the
corporation upon receipt of such opinion and to be an
investment banking firm which has not previously been
associated with the Interested Stockholder).

(3) For purposes of this Section VIII:

(a) "Affiliate", used to indicate a relationship with any
person, means a person that directly, or through one or more
intermediaries, controls, or is controlled by, or is under
common control with, the person specified. The term shall be
construed in accordance with Rule 12b-2 under the Securities
Exchange Act of 1934 and interpretations thereof as of
February 16, 1984 ("Rule 12b-2").

(b) "Associate", used to indicate a relationship with any
person, means (1) any firm, corporation or other entity
(other than the corporation or any Subsidiary) of which
such person is an officer or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any
class 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. The term shall be construed in
accordance with Rule 12b-2.

(c) "Beneficial Owner" means, as applied to Common Stock of the
corporation, that the person is deemed to "beneficially
own", as defined on February 16, 1984, in Rule 13d-3 under
the Securities Exchange Act of 1934, all shares:

(i) which such person or any of his, her, or its Affiliates or
Associates beneficially owns, directly or indirectly; or

(ii) which such person or any of his, her, or its Affiliates or
Associates has, directly or indirectly, (A) 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 (B) the right to vote pursuant to any
agreement, arrangement or understanding; or

(iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of his, her
or its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing or any shares of Common Stock.

(d) "Business Combination" means (i) any Reorganization (as
hereinafter defined) of the corporation or a Subsidiary
with or into an Interested Stockholder, or any other person
(whether or not itself an Interested Stockholder) which is,
or after such Reorganization would be, an Affiliate of an
Interested Stockholder, (ii) any sale, lease, exchange,
transfer or other disposition, including without limitation
a pledge, mortgage or any other security device, (in one
transaction or a series of transactions) of all or any
Substantial Part (as hereinafter defined) of the assets
either of the corporation or of a Subsidiary, or both, to
an Interested Stockholder or any Affiliate of any
Interested Stockholder, (iii) any Reorganization of an
Interested Stockholder
or any other person (whether or not itself an Interested
Stockholder) which is, or after such Reorganization would
be, an Affiliate of an Interested Stockholder, with or into
the corporation or a Subsidiary, (iv) any sale, lease,
exchange, transfer, or other disposition of all or any
Substantial Part of the assets of an Interested Stockholder
or any Affiliate of any Interested Stockholder to the
corporation or a Subsidiary, (v) the issuance of any
securities of the corporation or a Subsidiary to an
Interested Stockholder or any Affiliate of any Interested
Stockholder except if such issuance were a stock split,
stock dividend or other distribution pro rata to all holders
of the same class of voting stock, (vi) any reclassification
of securities (including a reverse stock split) or any other
recaptialization that would have the effect of increasing
the voting power of an Interested Stockholder or any
Affiliate of any Interested Stockholder, (vii) the adoption
of any plan or proposal for the liquidation or dissolution
of the corporation or any Subsidiary proposed by or on
behalf of an Interested Stockholder and (viii) any
agreement, contract, plan or other arrangement providing for
any of the transactions described in this definition of
Business Combination.

(e) "Continuing Director" means a director of the corporation at
the time of the vote or determination provided for in
paragraphs (2)(a), (3)(f) or (3)(1), who was a member of the
Board of Directors of the corporation immediately prior to
the earliest time that (i) any Interested Stockholder
involved in a Business Combination or (ii) any Interested
Stockholder who is (A) a Predecessor (as hereinafter
defined) to such Interested Stockholder or (B) an assignor
of beneficial ownership in the corporation to such an
Interested Stockholder or to its Predecessor or
Predecessors, became an Interested Stockholder.

(f) "Fair Market Value" means (i) in the case of stock, the
closing sales price 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 Securities Exchange Act of
1934 on which such stock is listed, or if such stock is not
listed on any such exchange, the closing sales price or the
average of the bid and asked prices reported with respect to
a share of such stock on the National Association of
Securities Dealers, Inc. Automatic Quotation 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 a
Majority (as hereinafter defined) of the Continuing
Directors; 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 a Majority of the
Continuing Directors.

(g) "Interested Stockholder" means any person other than (i)
the corporation, (ii) any Subsidiary (unless the stock
thereof not owned by the corporation is owned by an
Interested Stockholder), (iii) any employee benefit plan of
the corporation or of any Subsidiary or the trustees or
fiduciaries of such a plan acting in that capacity, or (iv)
either the corporation or any Subsidiary acting as trustee
or in a similar fiduciary capacity who or which:

(i) is the Beneficial Owner, directly or indirectly, of more
than 10% of the then outstanding Common Stock; or

(ii) is an Affiliate of the corporation and at any time within
the two-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly,
of 10% or more of the then outstanding Common Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares
of Common Stock which were at any time within the two-year
period immediately prior to the date in question
beneficially owned by any 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.

For the purposes of determining whether a person is an
Interested Stockholder, the number of shares of Common
Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph (3)(c)(ii)(A) but
shall not include any other shares of Common Stock which
may be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

(h) "Majority", as applied to Continuing Directors, means that
number which constitutes a majority of the members of the
Board of Directors of the corporation immediately prior to
the earliest time that (i) any Interested Stockholder
involved in the Business Combination or (ii) any Interested
Stockholder who is (A) a Predecessor to such Interested
Stockholder or (B) an assignor of beneficial ownership in
the corporation to such an Interested
Stockholder or to its Predecessor or Predecessors, became an
Interested Stockholder.

(i) the term "person" means any individual, corporation,
partnership, association, trust or other entity.

(j) "Predecessor" means each person or other entity (i) to which
the subject Interested Stockholder is a successor by merger,
consolidation, sale and purchase of substantially all of the
assets thereof, or other reorganization or (ii) which
assigned or transferred beneficial ownership of voting stock
of the corporation to the subject Interested Stockholder,
directly or indirectly, whether through successive
transactions or otherwise.

(k) "Reorganization" means a merger, consolidation, plan of
exchange, sale of all or substantially all of the assets or
other form of corporate reorganization pursuant to which
shares of voting stock, or other securities of the subject
corporation, are to be converted or exchanged into cash or
other property, securities or other consideration.

(l) "Substantial Part" means more than 20 percent of the fair
market value of the total assets of the corporation or
person in question, as determined in good faith by a
Majority of the Continuing Directors, as of the end of its
most recent fiscal year ending prior to the time the
determination is being made.

(m) "Subsidiary" means any corporation, national banking
association or other entity of which a majority of any class
of equity security is owned, directly or indirectly, by the
corporation unless owned solely as trustee or in some other
similar fiduciary capacity.

(4) Nothing contained in this Section VIII shall be construed to
relieve any Interested Stockholder from any fiduciary
obligation or duty of fairness imposed by law or to
adversely affect the rights of stockholders who are not
Interested Stockholders under applicable principles of law
and equity, including without limitation, those rights under
the laws of the states of domicile of such stockholders,
federal securities or other applicable laws, or the laws and
regulations applicable to any banking subsidiaries of the
corporation.

(5) Notwithstanding any provisions of this certificate of
incorporation of 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 not less than 80 percent
of the outstanding shares of the voting stock and the
affirmative vote of the holders of not less than 67 percent
of the voting stock held by stockholders other than an
Interested Stockholder shall be required to amend or repeal
any provision of this Section VIII or to adopt any provision
inconsistent with this Section VIII.

Section IX: Reservation of Right to Amend

Except as may be otherwise provided in Sections VII, VIII or XI
hereof, the corporation reserves the right to amend, alter,
change or repeal any provision contained in this Restated
Certificate of Incorporation in the manner now or hereinafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

Section X: Limitation of Director Liability

No director of the corporation shall be personally 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.

Section XI: Board of Directors

(1) Commencing with the election of directors at the annual
meeting of shareholders in 1988, the Directors shall be
divided, with respect to the terms for which they severally
hold office, into three classes (I, II and III) and, as
determined by the Board of Directors, each such class, as
nearly as possible, shall have the same number of directors.
At the annual meeting of shareholders in 1988, Directors of
Class I shall be elected to hold officer for a term expiring
at the 1989 annual meeting of shareholders; Directors of
Class II shall be elected to hold office for a term expiring
at the 1990 annual meeting of shareholders; and Directors of
Class III shall be elected to hold office for a term
expiring at the 1991 annual meeting of shareholders. At each
annual meeting of the shareholders held after 1988, the
directors elected to succeed those whose terms have expired
at such annual meeting, other than those directors elected
under specified circumstances by a separate class vote of
the holders of any class or series of Preferred Stock as
defined in Section IV of the Restated Certificate of
Incorporation, shall then be identified as being of the same
class as the directors they succeed and shall be elected by
the shareholders for a term expiring at the third succeeding
annual meeting after such election. In all cases, directors
shall hold office until their respective successors are
elected and qualified. No decrease in the number of
directors shall shorten the term of any incumbent Director.

(2) Subject to the provisions of paragraph (5) of this Section
XI relating to the rights of the holders of any class or
series of Preferred Stock, as defined in Section IV of the
Restated Certificate of Incorporation, to elect additional
directors under specified circumstances by a separate class
vote, the number of directors of the corporation shall be
fixed from time to time by or pursuant to the by-laws of the
corporation.

(3) Subject to the provisions of paragraph (5) of this Section
XI:

(a) newly created directorships resulting from an increase in
the number of directors shall be filled by the affirmative
vote of the majority of the directors then in office who
have been elected by the holders of the capital stock of the
corporation entitled to vote generally for the election of
directors, although less than a quorum or, in the event that
there is only one such director, by such sole remaining
director. The Board shall specify the class for which a
director elected to fill a newly created directorship shall
serve, and a director so elected shall hold office for the
full term of the class of directors in which the new
directorship was created and until his successor shall be
elected and qualified;

(b) vacancies resulting from resignation, retirement,
disqualification, removal from office or other cause may be
filled by the affirmative vote of a majority of the
directors then remaining in office who have been elected by
the holders of the capital stock of the corporation entitled
to vote generally for the election of directors, although
less than a quorum or, in the event that there is only one
such director, by such sole remaining director. A director
elected to fill such a vacancy shall hold office for the
full term of the class in which the vacancy occurred and
until his successor shall be elected and qualified.

(4) Notwithstanding any other provisions of this Restated
Certificate of Incorporation or the by-laws of the
corporation (and notwithstanding the fact that some lesser
percentage may be
specified by law), any director or the entire Board of
Directors of the corporation may be removed at any time, but
only for cause and only by the affirmative vote of the
holders of 80% of the combined voting power of the then
outstanding shares of capital stock of the corporation
entitled to vote generally for the election of directors,
voting together as a single class; provided, however, that
this paragraph shall not apply to directors elected under
specified circumstances by a separate class vote of the
holders of any class or series of Preferred Stock as defined
in Section IV of the Restated Certificate of Incorporation.

(5) In the event that the holders of any class or series of
Preferred Stock, as defined in Section IV of the Restated
Certificate of Incorporation, are entitled, under specified
circumstances by a separate class vote, to elect directors
pursuant to the terms of such class or series, then the
provisions of such class or series of Preferred Stock with
respect to such rights of election shall apply to the
election of such directors. The number of directors that may
be elected by the holders of any class or series of such
Preferred Stock shall be in addition to the number fixed by
or pursuant to Paragraph (2) of this Section XI. Except as
otherwise expressly provided in the terms of such class or
series of such Preferred Stock, the number of directors that
may be so elected by the holders of any such class or series
of such Preferred Stock shall be elected for terms expiring
at the next annual meeting of shareholders and without
regard to the classification of the remaining members of the
Board of Directors, and vacancies among directors so elected
under specified circumstances by a separate class vote of
any such class or series of such Preferred Stock shall be
filled by the affirmative vote of a majority of the
remaining directors elected by such class or series, or, in
the event that there is only one such director, by such sole
remaining director, or, if there are no such remaining
directors, by the holders of such class or series in the
same manner in which such class or series initially elected
directors.

If at any meeting for the election of directors, more than
one class of stock, voting separately as classes, shall be
entitled to elect one or more directors and there shall be a
quorum of only one such class of stock, that class of stock
shall be entitled to elect its quota of directors
notwithstanding the absence of a quorum of the other class
or classes of stock.

(6) Notwithstanding any other provisions of this Restated
Certificate of Incorporation or the by-laws of the
corporation (and
notwithstanding the fact that some lesser percentage may be
specified by law), the affirmative vote of the holders of
80% of the combined voting power of the then outstanding
shares of capital stock of the corporation entitled to vote
generally for the election of directors, voting together as
a single class, shall be required to alter, amend or repeal
any provisions within this Section or adopt any provisions
in this Restated Certificate of Incorporation inconsistent
with this Section.