CERESTATED CERTIFICATE OF INCORPORATION
CONCORD EFS, INC.
CONCORD EFS, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies that (i) the original Certificate of Incorporation of the
Corporation was filed by the Corporation with the Secretary of State of Delaware
on December 14, 1989, (ii) the name under which the Corporation was originally
incorporated was CONCORD COMPUTING CORPORATION; (iii) this Restated Certificate
of Incorporation was duly adopted in accordance with the provisions of Section
245 of the Delaware General Corporation Law; (iv) there is no discrepancy
between the provisions of the Corporation's Certificate of Incorporation; and
(v) this Restated Certificate of Incorporation restates and integrates, but does
not further amend, the Corporation's Certificate of Incorporation, as heretofore
amended, to read in its entirety as follows:
FIRST. The name of the Corporation is CONCORD EFS, INC.
SECOND. The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is Corporation
THIRD. The purpose of the Corporation is 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 that the
Corporation shall have authority to issue is 200,000,000 shares of Common Stock,
and the par value of each of such shares is $0.33. 1/3.
FIFTH. The name and mailing address of the sole incorporator is as
NAME MAILING ADDRESS
Daniel A. Milewic c/o Bingham, Dana & Gould
150 Federal Street
Boston, Massachusetts 02110
SIXTH. The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for defining
and regulating the powers of the Corporation and its directors and stockholders
and are in furtherance and not in limitation of the powers conferred upon the
Corporation by statute:
(a) The bylaws of the Corporation may fix and alter, or
provide the manner for fixing and altering, the number of
directors constituting the whole Board of Directors. In
case of any vacancy on the Board or any increase in the
number of directors constituting the whole Board, the
vacancies hall be filled by the directors or by the
stockholders at the time having voting power, as may be
prescribed in the by-laws. The election of directors need
not be by written ballot.
(b) The Board of Directors shall have the power and authority:
(1) to adopt, amend or repeal by-laws of the Corporation,
subject only to such limitation, if any, as may be from time to
time imposed by law or by the by-laws; and
(2) to the full extent permitted or not prohibited by law,
and without the consent of or other action by the stockholders, to
authorize or create mortgages, pledges or other liens or
encumbrances upon any or all of the assets, real, personal or
mixed and franchises of the Corporation, including after acquired
property, and to exercise all of the powers of the Corporation in
connection therewith; and
(3) subject to any provision of the by-laws, to determine
whether, to what extent, at what times and places and under what
conditions and regulations the accounts, books and papers of the
Corporation (other than the stock ledger), or any of them, shall
be open to the inspection of the stockholders, and no stockholder
shall have any right to inspect any account, book or paper of the
Corporation except as conferred by statute or authorized by the
by-laws or by the Board of Directors.
SEVENTH. No director of the Corporation shall be personally liable to the
Corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability; provided, however, that to the extent required from time to time by
applicable law, this Article Seventh shall not eliminate or limit the liability
of a director , to the extent such liability is provided by applicable law, (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
Title 8 of the Delaware Code, or (iv) for any transactions from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Seventh shall apply to or have any effect on the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to the effective date of such amendment or repeal.
IN WITNESS WHEREOF, Concord EFS, Inc., has caused this Restated Certificate
of Incorporation to be executed by Richard M. Harter, its duly authorized
Secretary, as of the 4th day of September, 1998.
CONCORD EFS, INC.
By: /S/ Richard M. Harter
Richard M. Harter