RESTATED CERTIFICATE OF INCORPORATION

 

                               OF

 

                 INSTRUMENT SYSTEMS CORPORATION

 

                            * * * * *

 

 

          INSTRUMENT SYSTEMS CORPORATION, a corporation organized

and existing under the laws of the State of Delaware, hereby

certifies as follows:

 

          1.   The name of the corporation is INSTRUMENT SYSTEMS

CORPORATION. The name under which the corporation was originally

incorporated in Delaware is INSTRUMENT SYSTEMS CORPORATION.  The

date of filing the corporation's original Certificate of

Incorporation with the Secretary of State of the State of Delaware

was December 29, 1970.

 

          2.   The text of the Certificate of Incorporation of the

corporation as amended or supplemented herewith is hereby restated

to read as herein set forth in full:

 

          "FIRST:   The name of the corporation is

 

               INSTRUMENT SYSTEMS CORPORATION.

 

          SECOND:   The registered office of the corporation in the

State of Delaware is located at 1209 Orange Street, in the City of

Wilmington, County of New Castle.  The name and address of its

registered agent is The Corporation Trust Company, Corporation

Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

 

          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 which the corporation shall have the authority to issue is

eighty-eight million (88,000,000) shares.  Of these (i) eighty-five

million (85,000,000) shares shall be shares of Common Stock  of the

par value of Twenty-Five Cents ($.25) per share; (ii) three million

(3,000,000) shares shall be Serial Preferred Stock of the par value

of Twenty-Five Cents ($.25) per share, of which thirty-seven

thousand (37,000) shares shall consist of Series A Preferred Stock,

Twenty-Five Cents ($.25) par value, and one million nine hundred

fifty thousand (1,950,000) shares shall consist of Second Preferred

Stock, Twenty-Five Cents ($.25) par value.  One million nine

hundred fifty thousand (1,950,000) shares of such Second Preferred

Stock shall be Second Preferred Stock - Series I.

 

          The relative rights, powers, preferences and privileges

of the Series A Preferred Stock, Twenty-Five Cents ($.25) par

value, Second Preferred Stock, Twenty-Five Cents ($.25) par value,

and Second Preferred Stock - Series I, Twenty-Five Cents ($.25) par

value, shall be as follows:

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       PROVISIONS RELATING TO THE SERIES A PREFERRED STOCK

 

          A.   The number of shares which shall constitute the

authorized shares of Series A Preferred Stock shall be thirty-seven

thousand (37,000) and such number shall not be increased.

 

          B.   The Series A Preferred Stock shall be entitled to

receive dividends of $.01 per share per annum.

 

          C.   The corporation may, at its option, at any time and

from time to time, redeem the whole or any part of the Series A

Preferred Stock at a price of One Hundred and 00/100 Dollars

($100.00) per share in cash.  The corporation shall, on or prior to

any date of redemption of Series A Preferred Stock, deliver to the

Series A Preferred Stock Agent designated in paragraph G hereof

(the "Series A Preferred Stock Agent") to be held by such Agent in

trust for the account of the holders of the shares of Series A

Preferred Stock so to be redeemed, all funds necessary for such

redemption; and, thereupon, all shares of Series A Preferred Stock

with respect to which such delivery shall have been made shall no

longer be deemed to be outstanding and all rights with respect to

such shares of Series A Preferred Stock shall forthwith upon such

delivery cease and terminate, except only the right of the holders

thereof to receive from the Series A Preferred Stock Agent, at any

time on or after the redemption date, the cash which constitutes

the consideration for the redemption of such shares so to be

redeemed, upon surrender of the certificate therefor by the Series

A Preferred Stock Agent.  Payment by the corporation in any

redemption of Series A Preferred Stock shall be effected by the

payment to the Series A Preferred Stock Agent of such sum by

certified or bank cashier's check payable to the order of the

Series A Preferred Stock Agent in New York Clearing House funds.

Unless all the holders of the shares of Series A Preferred Stock

outstanding otherwise agree in writing, shares of Series A

Preferred Stock shall be redeemed pro rata.

 

          D.   In the event of any liquidation, dissolution or

winding up of the corporation, whether voluntary of involuntary,

before any distribution or payment shall be made to the holders of

any other class of capital stock, the holders of the shares of

Series A Preferred Stock shall be entitled to be paid out of the

assets of the corporation available for distribution to its

shareholders, the sum on One Hundred and 00/100 Dollars ($100.00)

per share in cash and thereafter, the holders of the shares of

Series A Preferred Stock shall be entitled to no further payment or

distribution.  The holders of the shares of Series A Preferred

Stock shall rank pari passu with the holders of shares of Preferred

Stock of the corporation having the most senior preference in any

liquidation, dissolution or winding up of the corporation.  The

sale or lease of the properties and assets of the corporation

substantially as an entirety shall not be deemed to be a

liquidation, dissolution or winding up of the corporation.

 

          E.   The corporation may consolidate or merge into any

other corporation or convey or transfer its properties and assets

substantially as an entirety to any person without the consent of

the holders of shares of Series A Preferred Stock only if such

holders shall be entitled at their option, exercisable in the

manner set forth below, to exchange the Series A Preferred Stock in

<PAGE>

any such consolidation, merger, conveyance or transfer for either

(i) shares of a Preferred Stock of any such successor corporation

containing substantially the same rights, powers, preferences,

privileges, qualifications, limitations and restrictions as the

Series A Preferred Stock, or (ii) the stock securities or other

property which such holders would have been entitled to receive

upon such consolidation, merger, conveyance or transfer if such

holders had held immediately prior to such consolidation, merger,

conveyance or transfer, a number of shares of Common Stock of the

corporation having an aggregate Market Value equal to the aggregate

redemption value of the shares of Series A Preferred Stock then

outstanding.  Promptly after the execution of any agreement

providing for the consolidation or merger of the corporation or the

conveyance or transfer of its properties or assets substantially as

an entirety, the corporation shall deliver to the Series A

Preferred Stock Agent an executed counterpart thereof.  The option

shall be exercised within thirty days after the receipt of said

Agreement by the Series A Preferred Stock Agent.  For the purpose

of this paragraph E, Market Value of the shares of Common Stock of

the corporation shall mean the average of the closing prices of

such shares on the New York or American Stock Exchange during the

twenty-day period preceding the date of any such consolidation,

merger, conveyance or transfer or, if such shares are not traded on

either such Exchange, the average of the bid prices for such shares

during such twenty-day period as reported by the National Stock

Quotation Bureau.

 

          At least ten (10) days prior to the effective or closing

date of any consolidation, merger, conveyance or transfer, notice

shall be given by the corporation to the Series A Preferred Stock

Agent by registered mail.  The exchange shall be effected by the

surrender to the corporation by the Series A Preferred Stock Agent

of the certificate or certificates representing the shares of

Series A Preferred Stock to be exchanged, accompanied by a written

request for the exchange of such shares into the securities for

which they are being exchanged and a written instrument of transfer

in form reasonably satisfactory to the corporation, duly executed

by the Series A Preferred Stock Agent.  As promptly as practicable

after such surrender, the corporation shall deliver to or upon the

written order of the Series A Preferred Stock Agent certificates,

debentures, bonds or such other instruments representing the

securities for which such shares of Series A Preferred Stock are

being exchanged.  Such exchange shall be deemed to have been made

at the close of business on the date that such Series A Preferred

Stock shall have been  surrendered for exchange, so that the rights

of the holder of such Series A Preferred Stock as a Preferred

stockholder shall cease at such time and the person or persons

entitled to receive the securities to be issued or delivered upon

exchange of such Series A Preferred Stock shall be treated for all

purposes as having become the record holder or holders of such

securities on such date.

 

          No fractional shares or scrip representing fractional

shares or denominations of debentures less than One Thousand Dollar

($1,000.00) shall be issued upon the exchange of any Series A

Preferred Stock.  If the exchange on any such Series A Preferred

Stock results in a fractional share or in a fraction of a One

Thousand Dollar ($1,000.00) debenture, an amount equal to such

fraction multiplied by the Market Value of such share or One

<PAGE>

Thousand Dollar ($1,000.00) debenture shall be paid to the Series

A Preferred Stock Agent for the benefit of the holder in cash by

the Corporation.  The issuance or delivery of securities in

exchange for Series A Preferred Stock shall be made without charge

to the exchanging shareholder for any tax in respect of the

issuance or delivery of such securities, and such securities shall

be issued in the respective names of, or in such names as may be

directed by, the Series A Preferred Stock Agent.

 

          F.   Each share of Series A Preferred Stock shall have

the right and power to vote on any question or in any proceeding

and to be represented at and to receive notice of any meeting of

shareholders of the Corporation.  On any matters on which the

holders of the Series A Preferred Stock shall be entitled to vote,

they shall be entitled to one (1) vote for each share held.  The

holders of the Series A Preferred Stock and the Common Stock of the

Corporation shall vote together and not as separate classes except

as otherwise herein specifically provided and except that the

holders of Series A Preferred Stock shall be entitled to vote as a

class for the approval or rejection of those matters which under

the provisions of the laws of the State of Delaware governing

business corporations require approval of a designated portion of

the shares of such class or series.

 

          So long as any of the shares of Series A Preferred Stock

are outstanding, the corporation shall not, without the consent of

the holders of seventy-five percent (75%) of the total number of

outstanding shares of Series A Preferred Stock, by affirmative vote

of such holders voting as one (1) class in person or by proxy at a

meeting duly called for that purpose, (i) authorize the issuance of

any class of capital stock having a par value greater than Twenty-

five Cents ($.25) per share provided, however, that such

restriction shall not be deemed to apply to the authorized and

outstanding series of capital stock issued by a successor

corporation which through consolidation, merger, conveyance or

transfer has acquired all of the outstanding capital stock of, or

the properties and assets substantially as an entirety of the

corporation, if such successor corporation shall have assumed all

of the obligations of the corporation hereunder and has succeeded

to and has been substituted for the corporation with the same

effect as if it had been named herein in lieu of the corporation,

and provided further, that such successor corporation shall not

prior to any such consolidation, merger, conveyance or transfer

directly or indirectly control or be controlled by or be under

direct or indirect common control with the corporation, or (ii)

amend, alter or repeal any of the provisions hereof, or take any

such other actions which adversely affect the rights, powers,

privileges or preferences of the shares of Series A Preferred Stock

or the holders thereof.

 

          G.  The holders of the Series A Preferred Stock hereby

initially appoint Seymour I. Gussack as Series A Preferred Stock

Agent, hereby granting to said Agent and his successors full power

and authority to: (i) give any and all requests, directions, orders

and demands as may be required or as in his sole discretion seems

appropriate under any of the provisions herein, and (ii) make all

such other determinations as the Series A Preferred Stock Agent

shall deem necessary or desirable to carry out the provisions

herein; and the corporation shall be required to look only to any

<PAGE>

such requests, directions, orders, demands and determinations;

provided, however, that the corporation may rely, shall be

protected in, and shall incur no liability to the holders of the

Series A Preferred Stock for acting or refraining from acting upon

any resolution, certificate, statement, instrument, opinion,

report, notice, request, consent, order or other paper or document

delivered by it to be genuine and to have been signed or presented

by the Series A Preferred Agent.  Any request, direction, order,

demand or determination of the Series A Preferred Stock Agent

mentioned herein shall be sufficiently evidenced by an instrument

in writing signed by the Series A Preferred Stock Agent.

 

          The holders of the Series A Preferred Stock who own more

than seventy-five percent (75%) of the Series A Preferred Stock

outstanding may at any time remove the Series A Preferred Stock

Agent and, in the event of the removal, death, disability or

resignation of such Agent, the holders who own more than 75% of the

Series A Preferred Stock outstanding shall within thirty days

thereafter appoint, either by designation in writing or by vote of

the holders of the Series A Preferred Stock at a meeting called for

such purpose on ten (10) days' notice to the holders of the Series

A Preferred Stock at their respective addresses as the same shall

appear on the Series A Preferred Stock Registry Book, a new Series

A Preferred Stock Agent by serving a copy of such designation or of

the results of the vote at such meeting on the Corporation, and

such designation shall be binding upon the corporation and the

holders of the Series A Preferred Stock outstanding, and the Series

A Preferred Stock Agent so designated shall have and may exercise

all of the rights and powers of the initial Series A Preferred

Stock Agent designated herein and the corporation may rely on,

shall be fully protected, and incur no liability in respect of any

request, direction, order, demand and determination of any such

successor Series A Preferred Stock Agent as aforesaid.

 

        PROVISIONS RELATING TO THE SECOND PREFERRED STOCK

 

          A.  The Second Preferred Stock may be issued from time to

time in one or more series, each of such series to have such terms

as are stated and expressed herein and in the resolution or

resolutions providing for the issue of such series adopted by the

Board of Directors as hereinafter provided.

 

          B.  The Board of Directors, subject to the provisions

hereof, may classify or reclassify into a series any unissued

shares of the Second Preferred Stock by fixing or altering in any

one or more respects, from time to time before issuance of such

unissued shares:

 

               (i)       The distinctive designation of such series

and the number of shares to constitute such series, provided that,

unless otherwise stated in any such resolution or resolutions, such

number of shares may be decreased by the Board of Directors in

connection with any classification or reclassification of unissued

shares of the Second Preferred Stock and such number of shares may

be increased by the Board of Directors in connection with any

classification or reclassification of unissued shares of the Second

Preferred Stock;

<PAGE>

               (ii)      Whether or not the shares of such series

shall pay dividends;

 

               (iii)     Whether or not the dividends on the shares

of such series shall accumulate;

 

               (iv)      The annual dividend rate (if any) on the

shares of such series and the date or dates from which dividends

shall (if at all) accumulate thereon;

 

               (v)       The times and prices of redemption (if

any) of the shares of such series which the holders of shares of

such series shall be entitled to receive upon the redemption

thereof, which prices may vary at different redemption dates and

may also be different with respect to shares redeemed through the

operation of any retirement or sinking fund than with respect to

shares otherwise redeemed;

 

               (vi)      The amount which the holders of shares of

such series shall be entitled to receive upon the liquidation,

dissolution or winding up of the corporation;

 

               (vii)     Whether or not the shares of such series

shall be subject to the operation of a retirement or sinking fund,

and, if so, the extent to and the manner in which the fund shall be

applied to the purchase or redemption of the shares of such series

for retirement or to other corporate purposes and the terms and

provisions relative to the operation thereof;

 

               (viii)    The limitations and restrictions, if any,

to be effective while any shares of such series are outstanding,

upon the payment of dividends or making of other distributions on,

and upon the purchase, redemption or other acquisition by the

corporation, or any subsidiary, of the Common Stock or any other

class of stock of the corporation ranking junior to the shares of

such series;

 

               (ix)      Such other preferences and relative,

participating, optional or other special rights, and

qualifications, limitations or restrictions thereof as shall not be

inconsistent herewith.

 

          C.   All shares of any one series of the Second Preferred

Stock shall be identical with each other in all respects, except

that shares of any one series issued at different times may differ

as to the date from which dividends thereon shall be cumulative;

and all series shall rank equally and be identical in all respects,

except as permitted by the foregoing provisions of paragraph B

hereof.

 

          D.   In addition to the voting powers provided in

paragraph N hereof, the holders of the Second Preferred Stock shall

be entitled to cast one (1) vote for each share of the Second

Preferred Stock held by them on all matters upon which stockholders

have the right to vote, such vote to be counted together with those

for any other shares of the capital stock having general voting

powers and not separately as a class or group.

<PAGE>

          E.   (i)       Subject to any requirements for the

listing of the Common Stock issuable on conversion with the

American Stock Exchange (or any securities exchange with which the

Common Stock of the corporation is then listed, hereinafter the

"Exchange"), if such listing is required, the shares of the Second

Preferred Stock may be converted at any time, or from time to time

into the corporation's fully paid and nonassessable Common Stock,

as hereinafter set forth:  At the election of the holders thereof,

each share of the Second Preferred Stock may be converted into the

corporation's fully paid and nonassessable Common Stock, at a

conversion rate equivalent to one (1) share of the Second Preferred

Stock for ten (10) shares of Common Stock.

 

               (ii)      The conversion rate shall be subject to

adjustment from time to time as follows, which adjustment shall be

made to the nearest one hundredth (1/100th) of a share of Common

Stock:

 

                         (a)  If the Corporation shall pay to

          the holders of the Common stock a dividend in

          shares of Common Stock, the conversion rate in

          effect immediately prior to such dividend

          shall be proportionately adjusted, effective

          at the opening of business on the next fol-

          lowing full business day after payment of such

          dividend.

 

                         (b)  If the shares of Common Stock shall

be subdivided into a greater or combined into a lesser

number of shares of Common Stock (whether with or without

par value), the conversion rate in effect immediately

prior to such subdivision or combination shall be

proportionately adjusted, effective at the opening of

business on the next following full business day after

the effective date of such subdivision or combination.

 

The surrender of shares of the Second Preferred Stock for

conversion shall be made by the holder thereof to the

corporation at its principal office, and such holder

shall give written notice to the corporation at such

office that he elects to convert said shares in

accordance with the provisions hereof.  Such notice shall

also state the name or names (with addresses) in which

the certificate or certificates for Common Stock which

shall be issuable on such conversion shall be issued.  As

soon as practicable after receipt of such notice and

shares of the Second Preferred Stock, the corporation

shall issue and shall deliver at said office to the

person for whose account such shares were so surrendered,

or on his written order, a certificate or certificates

for the number of full shares of Common Stock issuable

upon the conversion of such shares.  In the event that

the number of shares of Common Stock into which each

share of the Second Preferred Stock shall be converted by

any one holder at any one time shall include a fraction

of a share of Common Stock, unless the Board of Directors

shall otherwise determine, no certificates for fractional

shares of Common Stock shall be issued, but in lieu

thereof, the corporation may either round up such

<PAGE>

fractional shares to the next whole share or pay in cash

at a price proportional to the then Market Value of one

(1) share of the corporation's Common Stock.  The

calculation of any fractional share interest shall be

made to the nearest one hundredth (1/100th) of one (1)

share of Common Stock for the aggregate number of shares

of the Second Preferred Stock surrendered for conversion

by any one holder thereof at any one time.  For the

purpose of this subparagraph (ii), the term "Market

Value" shall mean the last reported sales price for

shares of Common Stock of the corporation on the American

Stock Exchange on such date.  In the event there was no

reported sale of the corporation's Common Stock on such

date, "Market Value" shall mean the mean between the bid

and ask quotations for the corporation's common stock at

the close of trading on the American Stock Exchange on

such date.  Any such conversion shall be deemed to have

been effected on the date on which the corporation shall

have received such notice and such shares, and the person

or persons in whose name or names any certificate or

certificates for Common Stock shall be issuable upon such

conversion shall be deemed to have become on said date

the holder or holders of record of the shares represented

thereby; provided, however, that any such surrender on

any date when the stock transfer books of the corporation

shall be closed shall not be deemed to constitute the

person or persons in whose name or names the certificates

for such Common Stock are to be issued as the record

holder or holders thereof for any purpose until the close

of business on the next succeeding day on which such

stock transfer books shall be opened.  If shares of the

Second Preferred Stock shall be called for redemption,

the right to convert said shares shall terminate and

expire on the close of business on the date fixed for its

redemption, unless the corporation shall default in the

payment of the redemption price of such shares.

 

               (c)  Whenever at any time and from time to

time there shall occur any event calling for an

adjustment of the conversion rate, as provided in this

subparagraph (ii), the corporation shall promptly file

with the Transfer Agent for the shares of the Second

Preferred Stock a certificate signed by its President or

a Vice-President and its Treasurer or an Assistant

Treasurer setting forth in detail the computation of such

adjustment and the new adjusted conversion rate.

 

               (d)  In no event upon any conversion of

the shares of the Second Preferred Stock into Common

Stock shall any allowance or adjustment be made for

dividends on the shares of the Second Preferred Stock,

whether accrued, accumulated or unpaid.  Also, no

adjustment shall be made in respect of dividends

(whenever declared or paid), except stock dividends as

hereinabove provided in paragraph E (ii)(a) hereof, on

the shares of Common Stock issuable upon conversion.

<PAGE>

     (iii)     (a)  In case of any capital reorganization

or any reclassification of the shares of Common Stock of

the corporation or in case of a consolidation or merger

of the corporation into another corporation, or in case

of any sale, lease or conveyance to another corporation

of all or substantially all of the assets of the

corporation as an entirety, then as part of such

reorganization, reclassification then as part of such

reorganization, reclassification, consolidation, merger,

sale, lease or conveyance, as the case may be, lawful

provision shall be made so that the holders of the shares

of the Second Preferred Stock shall have the right to

convert each share thereof into the kind and amount of

shares of stock or other securities or property to which

a holder of a share of Common Stock of the corporation

(into which such share of the Second Preferred Stock is

convertible might have been converted, if such share of

the Second Preferred Stock had been surrendered for

conversion immediately prior to such reorganization,

reclassification, consolidation, merger, sale, lease or

conveyance) is entitled upon such reorganization,

reclassification, consolidation, merger, sale, lease or

conveyance.  The above provision of this clause (a) of

this paragraph E (iii) shall similarly apply to

successive capital reorganizations, or reclassifications

of the corporation and to successive reorganizations or

reclassifications, consolidations, mergers, sales, leases

or conveyances of or by any such successor or purchasing

corporation or corporations.  Any such capital

reorganizations, reclassification, consolidation, merger,

sale, lease or conveyance shall not be deemed a

liquidation, dissolution, or winding up of the

corporation within the meaning of clause (c) of this

paragraph E (iii).

 

               (b)  In the event of any payment of

dividends or making of any distribution on the Common

Stock of the corporation, the corporation shall give at

least 20 days' prior notice thereof to each holder of

record of shares of the Second Preferred Stock.  Such

notice shall state the date on which such dividends or

distribution is proposed to be effected.

 

               (c)  In the case of any liquidation,

dissolution or winding up of the corporation, whether

voluntary or involuntary, all conversion rights of any

holders of shares of the Second Preferred Stock shall

terminate on a date to be fixed by the Board of

Directors, such date so fixed to be not less than 10 days

nor more than 30 days prior to the date such liquidation,

dissolution or winding up is to become effective.

 

               (d)  In the case of the liquidation,

dissolution or winding up of the corporation, notice

thereof shall be given at least 30 days prior to the date

fixed by the Board of Directors for the termination of

the conversion rights of the shares of the Second

Preferred Stock as above provided.  Such notice shall

state the date on which all conversion rights of the

<PAGE>

holders of the shares of the Second Preferred Stock shall

terminate prior to liquidation, dissolution or winding up

of the corporation, as hereinabove, provided, and the

date on which such liquidation, dissolution or winding up

shall take place.

 

               (iv)      The Corporation will pay any and all issue

and other taxes which may be payable in respect of any issue or

delivery of shares of the Common Stock on conversion of the Second

Preferred Stock pursuant hereto.  The Corporation shall not,

however, be required to pay any tax which may be payable in respect

of any transfer involved in the issue and delivery of the Common

Stock in the name other than that in which the Second Preferred

Stock was converted or registered, and no such issue or delivery

shall be made unless and until the person requesting such issue has

paid to the Corporation the amount of any such tax or has

established to the satisfaction of the corporation that such tax

has been paid.

 

          F.   Before any dividends on any series of the Second

Preferred Stock which does not have an annual dividend fixed in the

Board of Directors' resolution or resolutions providing for the

issue of such series or on any class of stock of the corporation

ranking junior to the Second Preferred Stock as to dividends, shall

be declared or paid or set apart for payment, the holders of shares

of the Second Preferred Stock of each series having an annual

dividend fixed in the Board of Directors' resolution or resolutions

providing for the issue of such series, shall be entitled to

receive dividends, but only when and as declared by the Board of

Directors out of funds legally available therefor, at the annual

rate, and no more, fixed in the Board of Directors' resolution or

resolutions providing for the issue of such series payable annually

in each year on such dates as may be fixed in the Board of

Directors' resolution or resolutions providing for the issue of

such series to holders of record on the respective dates not

exceeding 40 days preceding such dividend payment dates as may be

determined by the Board of Directors in advance of the payment of

each particular dividend.  With respect to each series of the

Second Preferred Stock having an annual dividend fixed in the Board

of Directors' resolution or resolutions providing for the issue of

such series, such dividends shall be cumulative from the date or

dates fixed in the Board of Directors' resolution or resolutions

providing for the issue of such series.  No dividends shall be

declared on any series of the Second Preferred Stock having an

annual dividend fixed in the Board of Directors' resolution or

resolutions providing for the issue of such series in respect of

any annual dividend period unless there shall likewise be or have

been declared on all shares of the Second Preferred Stock of each

other series having an annual dividend fixed in the Board of

Directors' resolution or resolutions providing for the issue of

such series at the time outstanding dividends for all annual

dividend periods coinciding with or ending before such annual

dividend period, ratably in proportion to the respective annual

dividend rates per annum fixed therefor as hereinbefore provided.

Accruals of dividends shall not bear interest.

<PAGE>

          G.   In the event of any liquidation, dissolution or

winding up of the Corporation, before any payment or distribution

of the assets of the Corporation (whether capital or surplus) shall

be made to or set apart for the holders of any class of stock of

the Corporation ranking junior to the Second Preferred Stock upon

liquidation, the holders of the shares of the Second Preferred

Stock shall be entitled to receive the amount payable on

liquidation for such series as fixed by the resolutions

establishing such series, plus an amount equal to all dividends

(whether or not earned or declared) accrued and unpaid thereon (if

any) to the date of final distribution to such holders; but they

shall be entitled to no further payment.    If, upon any

liquidation, dissolution or winding up of the corporation, the

assets of the corporation, or proceeds thereof, distributable among

the holders of the shares of the Second Preferred Stock shall be

insufficient to pay in full the preferential amount aforesaid, then

such assets, or the proceeds thereof, shall be distributed among

such holders ratably in accordance with the respective amounts

which would be payable on such shares if all amounts payable

thereon were paid in full.  For the purposes of this paragraph G,

the voluntary sale, lease, exchange or transfer (for cash, shares

of stock, securities, or other consideration) of all or

substantially all of its property or assets to, or a consolidation

or merger of the corporation with, one or more corporations, shall

not be deemed to be a liquidation, dissolution or winding up,

voluntary or involuntary.

 

          H.   The corporation at the option of the Board of

Directors may, at any time permitted by the resolution or

resolutions adopted by the Board of Directors providing for the

issue of any series of the Second Preferred Stock and at the

redemption price or prices (if any) stated in said resolution or

resolutions, redeem the whole or any part of the shares of series

at the time outstanding (the total sum so payable on any such

redemption being herein referred to as the "redemption price").

Notice of every such redemption shall be mailed to the holders of

record of the shares of the Second Preferred Stock so to be

redeemed at their respective addresses as the same shall appear on

the books of the corporation.  Such notice shall be mailed at least

thirty (30) days in advance of the date designated for such

redemption to the holders of records of shares so to be redeemed.

In case of the redemption of a part only of any series of the

Second Preferred Stock at the time outstanding, the shares of such

series so to be redeemed shall be selected by lot or in such other

manner as the Board of Directors may determine.

 

          I.   If, on the redemption date specified in such notice,

the funds necessary for such redemption shall have been set aside

by the corporation, separate and apart from its other funds, in

trust for the pro rata benefit of the holders of the shares so

called for redemption, then, notwithstanding that any certificates

for shares of the Second Preferred Stock so called for redemption

shall not have been surrendered for cancellation, the shares

represented thereby shall no longer be deemed outstanding, the

right to receive dividends thereon shall cease to accrue from and

after the date of redemption so designated and all rights of

holders of the shares of the Second Preferred Stock so called for

redemption shall forthwith, after such redemption date, cease and

terminate, excepting only the right of the holders thereof to

<PAGE>

receive the redemption price therefor but without interest.  Any

moneys so set aside by the Corporation and unclaimed at the end of

six (6) years from the date designated for such redemption shall

revert to the general funds of the Corporation, after which

reversion the holders of such shares so called for redemption shall

look only to the corporation for payment of the redemption price,

and such shares shall still not be deemed to be outstanding.

 

          J.   If, after the giving of such notice but before the

redemption date specified therein, the Corporation shall deposit

with a bank or trust company, in the Borough of Manhattan, City of

New York, having a capital and surplus of at least Five Million

Dollars ($5,000,000), in trust to be applied to the redemption of

the shares of the Second Preferred Stock so called for redemption

the funds necessary for such redemption, then from and after the

date of such deposit all the rights of the holders of the shares of

the Second Preferred Stock so called for redemption shall cease and

terminate, excepting only the right to receive the redemption price

therefor, but without interest, and the right to exercise on or

before the date designated for redemption privileges or conversion

or exchange, if any, not theretofore expired, and such shares shall

not be deem to be outstanding.  Any funds so deposited which shall

not be required for such redemption because of the exercise of any

such right of conversion or exchange subsequent to the date of such

deposit shall be returned to the corporation.  In case the holders

of shares of the Second Preferred Stock which shall have been

called for redemption shall not, within six (6) years after the

date fixed for redemption, claim the amount deposited with respect

to the redemption thereof, any such bank or trust company shall,

upon demand, pay over to the corporation such unclaimed amounts and

thereupon such bank or trust company shall be relieved of all

responsibility in respect thereof to such holder and such holder

shall look only to the corporation for the payment of the

redemption price.  Any interest accrued on funds so deposited shall

be paid to the corporation from time to time.

 

          K.   Shares of any series of the Second Preferred Stock

which have been issued and reacquired in any manner by the

corporation (excluding, until the corporation elects to retire

them, shares which are held as treasury shares but including shares

redeemed, shares purchased and retied [whether through the

operation of a retirement or sinking fund or otherwise] and shares

which, if convertible or exchangeable, have been converted into or

exchanged for shares of stock of any other class or corporation)

shall have the status of authorized and unissued shares of the

Second Preferred Stock and may be reissued as a part of the series

of which they were originally a part or may be reclassified and

reissued as part of a new series of the Second Preferred Stock to

be created by resolution or resolutions of the Board of Directors

or as part of any other series of the Second Preferred Stock, all

subject to the conditions or restrictions on issuance set forth in

any resolution or resolutions adopted by the Board of Directors

providing for the issue of any series of the Second Preferred

Stock.

 

          L.  So long as any of the Second Preferred Stock is

outstanding, the corporation will not:

<PAGE>

               (i)       declare, or pay, or set apart for payment,

any dividends or make any distribution, on any other class or

classes of stock of the corporation ranking junior to the Second

Preferred Stock either as to dividends or upon liquidation and will

not redeem, purchase or otherwise acquire, or permit any subsidiary

to purchase or otherwise acquire, any shares of any such junior

class if at the time of making such declaration, payment,

distribution, redemption, purchase or acquisition the corporation

shall be in default with respect to any dividend payable on, or any

obligation to retire, shares of the Second Preferred Stock,

provided that, notwithstanding the foregoing, the corporation may

at any time redeem, purchase or otherwise acquire shares of stock

of any such junior class in exchange for, or out of the net cash

proceeds from the sale of, other shares of stock of any junior

class;

 

               (ii)      without the affirmative vote or consent of

the holders of at least sixty-six and two-thirds percent (66 2/3%)

of the Second Preferred Stock at the time outstanding,regardless of

series, given in person or by proxy, either in writing or by

resolution adopted at a special meeting called for the purpose, (a)

create any other class or classes of stock ranking prior to the

Second Preferred Stock, either as to dividends or upon liquidation,

or increase the authorized number of shares of any such other class

of stock, or (b) amend, alter or repeal any of the provisions

hereof so as materially adversely to affect the preferences,

rights, or powers of the Second Preferred Stock;

 

               (iii)     without the affirmative vote or consent of

the holders of at least sixty-six and two-thirds percent (66 2/3%)

of any series of the Second Preferred Stock at the time

outstanding, given in person or by proxy, either in writing or by

resolution adopted at a special meeting called for the purpose, the

holders of such series of the Second Preferred Stock consenting or

voting (as the case may be) separately as a class, amend, alter or

repeal any of the provisions hereof specifically applicable to such

series or in the resolution or resolutions hereafter adopted by the

Board of Directors providing for the issue of such series so as

materially adversely to affect the preferences, rights or powers of

such series of the Second Preferred Stock;

 

               (iv)      without the affirmative vote or consent of

the holders of at least a majority of the Second Preferred Stock at

the time outstanding, regardless of series, given in person or by

proxy, either in writing or by resolution adopted at a meeting

called for the purpose, (a) increase the authorized amount of the

Second Preferred Stock, or (b) create any other class or classes of

stock ranking on a parity with the Second Preferred Stock either as

to dividends or upon liquidation.

 

          M.   Whenever dividends payable on the Second Preferred

Stock shall be in default for two (2) consecutive years, the number

of directors constituting the Board of Directors of the Corporation

shall be increased by two, and the holders of the Second Preferred

Stock shall have, in addition to any other voting rights, the

exclusive and special right, voting separately as a group and

without regard to series, to elect two directors of the corporation

to fill such newly created directorships.  Whenever such right of

the holders of the Second Preferred Stock shall have vested, such

<PAGE>

right may be exercised initially either at a special meeting of

such holders of the Second Preferred Stock called as provided in

paragraph N, or at any annual meeting of stockholders, and

thereafter at annual meetings of stockholders.  The right of the

holders of the Second Preferred Stock voting separately as a group

and without regard to series to elect members of the Board of

Directors of the corporation as aforesaid shall continue until such

time as all dividends accumulated on the Second Preferred Stock to

the dividend payment date next preceding the date of any such

determination shall have been paid in full, at which time the

special right of the holders of the Second Preferred Stock so to

vote separately as a group for the election of directors shall

terminate, subject to revesting in the event of each and every

subsequent default in the payment of cash dividends lasting two (2)

years.

 

          N.   At any time when such special voting power shall

have vested in the holders of the Second Preferred Stock as

provided in paragraph M, a proper officer of the corporation shall,

upon the written request of the holders of record of at least

twenty percent (20%) of the Second Preferred Stock then

outstanding, regardless of series, addressed to the Secretary of

the corporation, call a special meeting of the holders of the

Second Preferred Stock for the purpose of electing directors

pursuant to paragraph M.  Such meeting shall be held at the

earliest practicable date at the office of the corporation,

Wilmington, Delaware.  If such meeting shall not be called by the

proper officers of the corporation within twenty (20) days after

personal service of said written request upon the Secretary of the

Corporation, or within sixty (60) days after mailing the same

within the United States of America, by registered or certified

mail addressed to the Secretary of the corporation at its principal

office, then the holders of record of at least twenty percent (20%)

of the Second Preferred Stock then outstanding, regardless of

series, may designate in writing one of their number to call such

meeting at the expense of the corporation, and such meeting may be

called by such person so designated upon the notice required for

annual meetings of stockholders and shall be held at the office of

the corporation, Wilmington, Delaware.  Any holder of the Second

Preferred Stock so designated shall have access to the stock books

of the corporation for the purpose of causing meetings of

stockholders to be called pursuant to these provisions.

Notwithstanding the provisions of this paragraph N, no such special

meeting shall be called during the period within ninety (90) days

immediately preceding the date fixed for the next annual meeting of

stockholders.

 

          O.   At any meeting held for the purpose of electing

directors, at which the holders of the Second Preferred Stock shall

have the special right, voting separately as a group and without

regard to series, to elect directors as provided in Section M, the

presence, in person or by proxy, of the holders of fifty percent

(50%) of the Second Preferred Stock shall be required to constitute

a quorum of such group for the election of any director by the

holders of the Second Preferred Stock as a group.  At any such

meeting or adjournment thereof, (a) the absence of a quorum of the

Second Preferred Stock shall not prevent the election of directors

other than those to be elected by the Second Preferred Stock voting

as a group, and the absence of a quorum for the election of such

<PAGE>

other directors shall not prevent the election of the directors to

be elected by the Second Preferred Stock voting as a group, and (b)

in the absence of either or both such quorums, a majority of the

holders present in person or by proxy of the stock or stocks which

lack a quorum shall have power to adjourn the meeting for the

election of directors which they are entitled to elect from time to

time without notice other than announcement at the meeting until a

quorum shall be present.

 

          P.   During any period the holders of the Second

Preferred Stock have the right to vote as a group for directors as

provided in paragraph M, the directors so elected by the holders of

the Second Preferred Stock shall continue in office until the next

succeeding annual meeting or until their successors, if any, are

elected by such holders and qualify or, unless required by

applicable law to continue in office for a longer period, until

termination of the right of the holders of the Second Preferred

Stock to vote as a group for directors.  If and to the extent

permitted by applicable law, immediately upon any termination of

the right of the holders of the Second Preferred Stock to vote as

a group for directors as provided in paragraph M, the term of

office of the directors then in office so elected by the holders of

the Second Preferred Stock shall terminate.  Whenever the term of

office of the directors elected by the holders of the Second

Preferred Stock shall end and the special voting power vested in

the holders of the Second Preferred Stock as provided in paragraph

M shall have expired, the number of directors shall revert to that

number which would have otherwise been applicable had not the

increase in directors been made pursuant to the provisions of

paragraph M.

 

          Q.   If in any case the amounts payable with respect to

any obligations to retire shares of the Second Preferred Stock are

not paid in full in the case of all series with respect to which

such obligations exist, the number of shares of the various series

to be retired shall be in proportion to the respective amounts

which would be payable on account of such obligations if all

amounts payable were discharged in full.

 

          R.   For the purposes hereof and of any subsequent

resolution or resolutions of the Board of Directors providing for

the classification or reclassification of any shares of the Second

Preferred Stock or of any certificate filed with the Secretary of

State of the State of Delaware (unless otherwise provided in any

such subsequent resolution or certificate):

 

               (i)       The term "outstanding" when used in

reference to shares of stock shall mean issued shares, excluding

shares held by the corporation or a subsidiary and shares called

for redemption, funds for the redemption of which shall have been

deposited in trust;

 

               (ii)      The amount of dividends "accrued" on any

share of the Second Preferred Stock of any series as at any

dividend date shall be deemed to be the amount of any unpaid

dividends accumulated thereon to and including such dividend date,

whether or not earned or declared, and the amount of dividends

"accrued" on any share of the Second Preferred Stock of any series

as at any date other than a dividend date shall be calculated as

<PAGE>

the amount of any unpaid dividends accumulated thereon to and

including the last preceding dividend date, whether or not earned

or declared, plus an amount equivalent to the pro rata portion of

such dividend at the dividend rate fixed for the shares of such

series for the period after such last preceding dividend date to

and including the date as of which the calculation is made.  No

dividends shall accrue on any series of the Second Preferred Stock

which is noncumulative unless and until the Board of Directors has

declared a dividend thereon;

 

               (iii)     Any class or classes of stock of the

corporation shall be deemed to rank:

 

                         (a)  prior to the Second Preferred Stock

either as to dividends or upon liquidation, if the

holders of such class or classes shall be entitled to

receipt of dividends or of amounts distributable upon

liquidation, dissolution or winding up, as the case may

be, in preference or priority to the holders of the

Second Preferred Stock;

 

               (b)  on a parity with the Second Preferred

Stock either as to dividends or upon liquidation, whether

or not the dividend rates, dividend payment dates, or

redemption or liquidation prices per share thereof be

different from those of the Second Preferred Stock, if

the holders of such class or classes of stock shall be

entitled to the receipt of dividends or of amounts

distributable upon liquidation, dissolution, winding up,

as the case may be, in proportion to their respective

dividend rates or liquidation prices, without preference

or priority one over the other as between the holders of

such class or classes of stock and the Second Preferred

Stock; and

 

               (c)  junior to the Second Preferred Stock

either as to dividends or upon liquidation if the rights

of the holders of such class or classes shall be subject

or subordinate to the rights of the holders of the Second

Preferred Stock in respect of the receipt of dividends or

of amounts distributable upon liquidation, dissolution or

winding up, as the case may be;

 

               (iv)      Shares of Common Stock, and any other

shares of Preferred Stock of the corporation hereafter authorized

which are junior to the Second Preferred Stock, shall rank junior

to the Second Preferred Stock as to cash dividends and upon

liquidation;

 

               (v)       Any series of the Second Preferred Stock

which does not have an annual dividend fixed in the Board of

Directors' resolution or resolutions authorizing the issuance of

such series shall not rank prior to or on parity with the Common

Stock as to the payment of dividends unless otherwise provided in

such resolution or resolutions or other resolutions of the Board of

Directors.

<PAGE>

          S.   No holders of the Second Preferred Stock shall be

entitled as a matter of right to subscribe for or purchase any part

of any new or additional issue of shares, or securities convertible

into shares of any kind whatsoever, whether now or hereafter

authorized and whether issued for cash, property, services, by way

of dividends or otherwise.

 

          T.   The corporation shall at all times reserve and keep

available out of its authorized but unissued Common Stock, the full

number of shares deliverable upon conversion of all the then

outstanding Second Preferred Stock and shall take such action to

obtain all such permits or orders as may be necessary to enable the

corporation lawfully to issue such Common Stock upon the conversion

of the Second Preferred Stock.

 

                   PROVISIONS RELATING TO THE

                SECOND PREFERRED STOCK - SERIES I

 

          A.   (i)       The holders of shares of the Second

Preferred Stock - Series I, shall be entitled to receive, as and

when declared by the Board of Directors, either:

 

                         (a)  cash dividends at the rate of Twenty-

          Five Cents ($.25) per share per annum, and no more in

          each year; or

 

                         (b)  out of available authorized Common

          Stock of the Corporation, an annual dividend of shares of

          Common Stock of the corporation having a Market Value (as

          determined pursuant to subparagraph (iv) of this

          paragraph A) of Twenty-Five Cents ($.25) for each share

          of Second Preferred Stock - Series I, but in no event

          more than one-fourth (1/4) of a share of Common Stock per

          share of Second Preferred Stock - Series I.

 

               (ii)      Such dividend shall be payable on June

30th of each year commencing June 30, 1975 to the holders of record

on such dates not exceeding forty (40) days preceding such dividend

payment date as determined by the Board of Directors in advance of

the payment of each particular dividend.

 

               (iii)     The dividends referred to in clauses (a)

or (b) of subparagraph (i) of this paragraph A shall be cumulative

from July 1, 1974 so that if such dividends shall not have been

paid or declared and set apart for the Second Preferred Stock -

Series I, the deficiency shall be fully made up before any other

cash dividend or stock dividend payable in Common Stock shall be

declared or set apart for payment on the Common Stock of the

corporation or on any other series of Preferred Stock of the

corporation which is junior to the Second Preferred Stock - Series

I.

 

               (iv)      Market Value for the purposes of clause

(b) of subparagraph (i) of this paragraph A shall mean the closing

price of one (1) share of the corporation's Common Stock on the

American Stock Exchange or any national securities exchange with

which the Common Stock of the Corporation is then listed, or, if

such stock is not then listed on any such exchange, then the

average of the lowest bid and highest asked price on any over-the-

<PAGE>

counter market on which it is then traded, of such Common Stock on

the last trading day preceding the date of the declaration of the

stock dividends referred to in clause (b) of subparagraph (i) of

this paragraph A.

 

               (v)       No certificates for fractions of a share

of Common Stock shall be issued under a stock dividend.  As soon as

practicable after the issuance of such fractional interest becomes

necessary, the corporation or its representatives will either sell

for cash the shares of Common Stock of the corporation applicable

to any fractional interest for the account of any shareholder or

purchase the fractional interest required to entitle such

shareholder to one (1) full share of Common Stock of the

corporation. Shareholders electing to purchase the additional

fractional interest required to entitle them to one (1) full share

of Common Stock will be required to pay the corporation the

purchase price of such fractional interest upon being billed

therefor.  The corporation, acting as agent for such shareholders

who either have indicated their desire to sell for cash the

fractional interests in the shares or have not indicated whether

they desire fractional interests purchased or sold for their

account, will sell at the current market prices, the full shares

representing the fractional interests then outstanding.  Buying and

selling orders may be offset, but they will be executed at prices

determined by market transactions.  Thereafter, the corporation

will pay in cash the prorated portion of the proceeds of sales to

those shareholders who are entitled to the fractional interest

sold.  Notwithstanding the foregoing provisions of this

subparagraph (v), the Board of Directors may, in its discretion,

elect to pay in cash for fractional shares at a price proportional

to the Market Value (as defined in subparagraph (iv) of this

paragraph A) of one full share of Common Stock.

 

          B.   The shares of the Second Preferred Stock - Series I

shall be redeemable at the option of the corporation on and after

March 1, 1981, on thirty (30) days' prior notice and the redemption

price shall be Ten Dollars ($10.00) per share plus any accrued and

unpaid dividends thereon.

 

          C.   Subject to the provisions of the Certificate of

Incorporation, in the event of any liquidation, dissolution or

winding up of the corporation, before any payment or distribution

of the assets of the corporation (whether capital or surplus) shall

be made or set apart to the holders of any class or classes of

stock of the corporation ranking junior to the Second Preferred

Stock - Series I upon liquidation, the holders of the Second

Preferred Stock - Series I shall be entitled to receive payment at

the rate of Ten Dollars ($10.00) per share plus an amount equal to

all dividends accrued and unpaid thereon to the date of final

distribution to such holders, but they shall be entitled to no

further payment.

 

                              * * *

 

          The Board of Directors is hereby authorized to issue

additional Series of the Serial Preferred Stock with such voting

powers, full or limited, or no voting powers, and such

designations, preferences and relative, participating, option or

other special rights and qualifications, limitations or

<PAGE>

restrictions thereof as shall be stated and expressed in the

resolution or resolutions providing for the issue of Serial

Preferred Stock adopted by the Board of Directors.

 

          FIFTH:         The number of directors of the corporation

shall be not less than twelve (12) nor more than fourteen (14) and

the number to be chosen within such limits shall be determined in

the manner prescribed by the by-laws of this corporation.  No

director need be a stockholder of the corporation.  Any director

may be removed from office with cause at any time by the

affirmative vote of stockholders of record holding a majority of

the outstanding shares of stock of the corporation entitled to

vote, given at a meeting of the stockholders called for that

purpose.

 

          The Board of Directors shall be divided into three (3)

classes as nearly equal in number as possible, and no class shall

include less than four (4) directors.  The terms of office of the

directors initially classified shall be as follows:  that of Class

I shall expire at the next annual meeting of shareholders in 1972,

Class II at the second succeeding annual meeting of shareholders in

1973 and Class III at the third succeeding annual meeting of

shareholders in 1974.  The foregoing notwithstanding, each director

shall serve until his successor shall have been duly elected and

qualified, unless he shall resign, become disqualified, disabled or

shall otherwise be removed.  Whenever a vacancy occurs on the Board

of Directors, a majority of the remaining directors have the power

to fill the vacancy by electing a successor director to fill that

portion of the unexpired term resulting from the vacancy.

 

          At each annual meeting of shareholders after such initial

classification, directors chosen to succeed those whose terms then

expire at such annual meeting shall be elected for a term of office

expiring at the third succeeding annual meeting of shareholders

after their election.  When the number of directors is increased by

the Board of Directors and any newly created directorships are

filled by the Board of Directors, there shall be no classification

of the additional directors until the next annual meeting of

shareholders.  Directors elected, whether by the Board of Directors

or by the shareholders, to fill a vacancy, subject to the

foregoing, shall hold office for a term expiring at the annual

meeting at which the term of the Class to which they shall have

been elected expires.  Any newly created directorships or any

decrease in directorships shall be so apportioned among the classes

as to make all classes as nearly equal in number as possible.

 

          SIXTH:         The corporation is to have perpetual

existence.

 

          SEVENTH:       In furtherance and not in limitation of

the powers conferred by statute, the Board of Directors is

expressly authorized:

 

          To make, alter, or repeal the by-laws of the corporation.

 

          To authorize and cause to be executed mortgages and liens

     upon the real and personal property of the corporation.

<PAGE>

          To set apart out of any of the funds of the corporation

     available for dividends a reserve or reserves for any  proper

purpose and to abolish any such reserve in the manner in which it

was created.

 

          By a majority of the whole Board to designate one or more

     committees, each committee to consist of one or more of the

     Directors of the corporation.  The Board may designate one or

     more Directors as alternate members of any committee, who may

     replace any absent or disqualified member at any meeting of

     the committee.  The by-laws may provide that in the absence or

     disqualification of a member of a committee, the member or

     members thereof present at any meeting and not disqualified

     from voting, whether or not he or they constitute a quorum,

     may unanimously appoint another member of the Board of

     Directors to act at the meeting in the place of any such

     absent or disqualified member.  Any such committee, to the

     extent provided in the resolution of the Board of Directors,

     or in the by-laws of the corporation, shall have and may

     exercise all the powers and authority of the Board of

     Directors in the management of the business and affairs of the

     corporation, and may authorize the seal of the corporation to

     be affixed to all papers which may require it; but no such

     committee shall have the power or authority in reference to

     amending the Certificate of Incorporation, adopting an

     agreement of merger or consolidation, recommending to the

     stockholders the sale, lease or exchange of all or

     substantially all of the corporation's property and assets,

     recommending to the stockholders a dissolution of the

     corporation or a revocation of a dissolution, or amending the

     by-laws of the corporation; and, unless the resolution or by-

     laws expressly so provide, no such committee shall have the

     power or authority to declare a dividend or to authorize the

     issuance of stock.

 

          When and as authorized by the stockholders in accordance

     with statute, to sell, lease, or exchange all or substantially

     all of the property and assets of the corporation, including

     its good will and its corporate franchises, upon such terms

     and conditions and for such consideration, which may consist

     in whole or in part of money or property including shares of

     stock in, and/or other securities of, any other corporation or

     corporations, as its Board of Directors shall deem expedient

     and for the best interest of the corporation.

 

          EIGHTH:        Meetings of stockholders may be held

within or without the State of Delaware as the by-laws may provide.

The books of the corporation may be kept (subject to any provision

contained in the statutes) outside the State of Delaware at such

place or places as may be designated from time to time by the Board

of Directors or in the by-laws of the corporation.  Elections of

directors need not be by written ballot unless  the by-laws of the

corporation shall so provide.

<PAGE>

          NINTH:         Subject to the provisions contained in

Article THIRTEENTH hereof, the corporation reserves the right to

amend, alter, change or repeal any provision contained in this

Certificate of Incorporation, in the manner now or hereafter

prescribed by statute, and all rights conferred upon stockholders

herein are granted subject to this reservation.

 

          TENTH:         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 a meeting, and the power of

stockholders to consent in writing to the taking of any action is

specifically denied.

 

          ELEVENTH:      Special meetings of stockholders may be

called by the Chairman of the Board, President, or Board of

Directors or at the written request of stockholders owning at least

sixty-six and two-thirds percent (66 2/3%) of the entire voting

power of the corporation's capital stock.

 

          TWELFTH:       In the event that it is proposed that the

corporation enter into a merger or consolidation with any other

corporation and such other corporation or its affiliates singly or

in the aggregate own or control directly or indirectly five percent

(5%) or more of the outstanding voting power of the capital stock

of this corporation, or that the corporation sell substantially all

of its assets or business to such other corporation, the

affirmative vote of the holders of not less than sixty-six and two-

thirds percent (66 2/3%) of the total voting power of all

outstanding shares of capital stock of this corporation shall be

required for the approval of any such proposal; provided, however,

that the foregoing shall not apply to any such merger,

consolidation or sale of assets or business which was approved by

resolutions of the Board of Directors of this corporation prior to

the acquisition of the ownership or control of five percent (5%) of

the outstanding shares of this corporation  by such other

corporation or its affiliates, nor shall it apply to any such

merger, consolidation or sale of assets or business between this

corporation and another corporation, fifty percent (50%) or more of

the total voting power of which is owned by this corporation.  For

the purposes hereof, an "affiliate" is any person (including a

corporation, partnership, trust, estate or individual) who directly

or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with, the person

specified; and "control" means the possession, directly or

indirectly, of the power to direct or cause the direction of

management and policies of a person, whether through the ownership

of voting securities, by contract, or otherwise.

 

          THIRTEENTH:    The provisions set forth in Articles

FIFTH, TENTH, ELEVENTH and TWELFTH above may not be altered,

amended or repealed in any respect unless such alteration,

amendment or repeal is approved by the affirmative vote of the

holders of not less than sixty-six and two-thirds percent (66 2/3%)

of the total voting power of all outstanding shares of capital

stock of the corporation.

 

          3.   This Restated Certificate of Incorporation shall

become effective upon filing with the Secretary of State.

 

          4.   The capital of the corporation will not be reduced

under or by reason of the amendments adopted by the adoption of

this Restated Certificate of Incorporation.

 

          5.   This Restated Certificate of Incorporation was duly

adopted by the Board of Directors without vote of the stockholders

of the corporation in accordance with the provisions of Section 245

of the General Corporation Law of the State of Delaware and only

restates and integrates and does not further amend the provisions

of the corporation's Certificate of Incorporation as theretofore

amended or supplemented, and there is no discrepancy between those

provisions and the provisions of this Restated Certificate of

Incorporation.

 

          IN WITNESS WHEREOF, said INSTRUMENT SYSTEMS CORPORATION

has caused its corporate seal to be hereto affixed and this

Restated Certificate of Incorporation to be signed by Robert

Balemian, its President, and attested by Susan Reilly, its

Secretary, this 1st day of October, 1986.

 

 

 

                         INSTRUMENT SYSTEMS CORPORATION

 

 

 

                         By: Robert Balemian

                             --------------------------

                             Robert Balemian

                             President

 

 

 

 

CERTIFICATE OF AMENDMENT OF

               THE CERTIFICATE OF INCORPORATION OF

 

                 INSTRUMENT SYSTEMS CORPORATION

 

 

          INSTRUMENT SYSTEMS CORPORATION, a corporation organized

and existing under and by virtue of the General Corporation Law of

the State of Delaware, DOES HEREBY CERTIFY:

          FIRST:         That at a meeting of the Board of

Directors of INSTRUMENT SYSTEMS CORPORATION, resolutions were

adopted setting forth a proposed amendment to the Certificate of

Incorporation of said corporation, declaring said amendment to be

advisable and calling a meeting of the stockholders of the

corporation for consideration thereof.

          SECOND:        That thereafter, pursuant to resolution of

its Board of Directors, the Annual Meeting of Stockholders of said

corporation was duly called and held, upon notice in accordance

with Section 222 of the General Corporation Law of the State of

Delaware at which meeting the necessary number of shares as

required by statute were voted in favor of the following amendment:

          RESOLVED, that the Certificate of Incorporation be

          amended by adding ARTICLE "FOURTEENTH" so that, as

          amended, said ARTICLE FOURTEENTH shall be and read as

          follows:

 

               "FOURTEENTH:  No person who is or was at any time a

          director of the corporation shall be personally liable to

          the corporation or its stockholders for monetary damages

          for any breach of fiduciary duty by such person as a

          director; provided, however, that, unless and except to

          the extent otherwise permitted from time to time by

          applicable law, the provisions of this Article FOURTEENTH

          shall not eliminate or limit the liability of a director

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

          corporation or its stockholders, (ii) for any act or

          omission by the director which is not in good faith or

          which involves intentional misconduct or a knowing

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

          Law, (iv) for any transaction from which the director

          derived an improper personal benefit or (v) for any act

          or omission occurring prior to the date the Liability

          Amendment becomes effective.  No amendment to or repeal

          of this Article FOURTEENTH shall apply to or have any

          effect on the liability or alleged liability of any

          director of the corporation for or with respect to any

          act or omission of such director occurring prior to such

          amendment or repeal."

 

          THIRD:         That said amendment was duly adopted in

accordance with the provisions of Section 242 of the General

Corporation Law of the State of Delaware.

 

          IN WITNESS WHEREOF, said INSTRUMENT SYSTEMS CORPORATION

has caused this certificate to be signed by Harvey R. Blau, its

Chairman and attested by Susan Reilly, its Secretary, this 27th day

of February, 1987.

                              INSTRUMENT SYSTEMS CORPORATION

 

 

                              By: Harvey R. Blau

                                  --------------------------

                                  Harvey R. Blau, Chairman

 

 

 

 

                 CERTIFICATE OF AMENDMENT OF THE

                 CERTIFICATE OF INCORPORATION OF

 

                 INSTRUMENT SYSTEMS CORPORATION

 

                         * * * * * * * *

 

     INSTRUMENT SYSTEMS CORPORATION, a corporation organized and

existing under and by virtue of the General Corporation Law of the

State of Delaware, DOES HEREBY CERTIFY:

 

     FIRST:         That at a meeting of the Board of Directors of

INSTRUMENT SYSTEMS CORPORATION, resolutions were adopted setting

forth a proposed amendment to the Certificate of Incorporation of

said corporation, declaring said amendment to be advisable and

calling a meeting of the stockholders of the corporation for

consideration thereof.

 

     SECOND:        That thereafter, pursuant to resolution of its

Board of Directors, the Annual Meeting of Stockholders of said

corporation was duly called and held, upon notice in accordance

with Section 222 of the General Corporation Law of the State of

Delaware at which meeting the necessary number of shares as

required by statute were voted in favor of the following amendment:

 

          RESOLVED, that the Certificate of Incorporation of this

          Corporation be amended by changing the Article thereof

          number "FIRST" so that, as amended, said Article shall be

          and read as follows:

 

               FIRST:   The name of the corporation is:

 

                         GRIFFON CORPORATION

 

          THIRD:         That said amendment was duly adopted in

accordance with the provisions of Section 242 of the General

Corporation Law.

 

          IN WITNESS WHEREOF, said INSTRUMENT SYSTEMS CORPORATION

has caused this certificate to be signed by Robert Balemian, its

President and attested by Susan Rowland, its Secretary, this 7th

day of February, 1995.

 

                              INSTRUMENT SYSTEMS CORPORATION

 

 

 

                              By: Robert Balemian

                                  --------------------------

                                  Robert Balemian, President

 

 

 

 

 

 

CERTIFICATE OF AMENDMENT OF

THE CERTIFICATE OF INCORPORATION OF

 

GRIFFON CORPORATION

 

GRIFFON CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST:               That at a meeting of the Board of Directors of GRIFFON CORPORATION, resolutions were adopted setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of the corporation for consideration thereof.

 

SECOND:          That thereafter, pursuant to resolution of its Board of Directors, the Annual Meeting of Stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the following amendment:

 

RESOLVED, that the Certificate of Incorporation be amended by changing the Article thereof number “TWELFTH” so that, as amended, said Article shall be and read as follows:

 

TWELFTH: In the event that it is proposed that the corporation enter into a Business Combination with any Interested Person or any of its Affiliates, such Business Combination shall require for approval both the affirmative vote of a majority of the voting shares of the corporation issued and outstanding, and the affirmative vote of a majority of the voting shares of the corporation issued and outstanding, beneficially owned by shareholders other than the Interested Person and its Affiliates.   The affirmative vote of a majority of the voting shares of the corporation issued and outstanding beneficially owned by shareholders other than the Interested Person and its Affiliates shall not be required if:  (i) such Business Combination was approved by resolutions of the Board of Directors of this corporation prior to the acquisition of the ownership or control of five percent (5%) of the outstanding shares of this corporation by such Interested Person, (ii) such Business Combination is between this corporation and another corporation, fifty percent (50%) or more of the total voting power of which is owned by this corporation or (iii) under the terms of the proposed Business Combination, all shareholders of the corporation other than the Interested Person and its Affiliates are entitled to receive cash consideration in full payment for all of the shares of the corporation which they own.  For purposes of this Article:

 

(a)                   “Affiliate”  shall be any person (including a corporation, partnership, trust, estate or individual) who directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified;

  

(b)                  “Business Combination”  means (i) any merger or consolidation of this corporation with or into any other corporation; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the property and assets of the corporation; (iii) the adoption of any plan or proposal of liquidation or dissolution of the corporation; or (iv) any reclassification of the corporation’s securities (including any stock split);

 

(c)                   “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a person, whether through the ownership of voting securities, by contract or otherwise;

 

(d)                  “Interested Person” means any Person that together with its Affiliates owns or controls directly or indirectly five percent (5%) or more of the outstanding voting power of the capital stock of this corporation; and

 

(e)                   “Person” includes a natural person, corporation, partnership, association, joint stock company, trust, unincorporated association or other entity.

 

THIRD:                  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, GRIFFON CORPORATION has caused this Certificate of Amendment of the Certificate of Incorporation of GRIFFON CORPORATION to be signed this 6th day of February, 2008.

 

 

 

GRIFFON CORPORATION

 

 

 

 

By:

/s/ Patrick L. Alesia

 

 

Patrick L. Alesia

 

 

Vice President, Chief Financial Officer,

 

 

Treasurer and Secretary