CERTIFICATE OF AMENDMENT

 

                                           OF

 

                         RESTATED CERTIFICATE OF INCORPORATION OF

 

                             UNIVERSAL HEALTH SERVICES, INC.

 

 

        Universal Health Services, Inc., a corporation organized and existing

under the General Corporation Law of the State of Delaware (the "Company"),

does hereby certify:

 

        FIRST: That the board of directors of the Company, acting by written

consent without a meeting pursuant to Section 141(f) of the General Corporation

Law of the State of Delaware, adopted a resolution proposing and declaring

advisable the following amendment to the Restated Certificate of Incorporation

of said corporation:

 

                RESOLVED, that the Restated Certificate of Incorporation be

        amended by deleting in its entirety the Article thereof numbered

        "FOURTH" and substituting therefor the following:

      

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

Company shall have authority to issue is 68,200,000 shares, consisting of

12,000,000 shares of Class A Common Stock, par value $.01 per share (the "Class

A Common Stock"), 50,000,000 shares of Class B Common Stock, par value $.01 per

share (the "Class B Common Stock"), 1,200,000 shares of Class C Common Stock

par value $.01 per share (the "Class C Common Stock") and 5,000,000 shares of

Class D Common Stock, par value $.01 per share (the "Class D Common Stock").

As used in this Restated Certificate of Incorporation the term "Common Stock"

means collectively the Class A, Class B, Class C and Class D Common Stock.

 

        The following is a statement of the designations and the powers,

preferences and rights, and the qualifications, limitations or restrictions

thereof, in respect of each class of stock of the Company:

 

        Except as provided in this Article FOURTH, the Class A, B, C and D

Common Stock shall have the same rights and privileges and shall rank equally,

share ratably and be identical in all respects as to all matters.

 

        Part 1. Dividends, Combinations, and Subdivisions. (a) Holders of each

class of Common Stock shall be entitled to receive such dividends, payable in

cash or otherwise, as may be declared thereon by the Board of Directors from

time to time out of assets or funds of the Company legally available therefor,

provided that no dividend may be declared and paid to holders of any class of

Common Stock unless at the same time the Board of Directors shall also declare

and pay to the holders of all other classes of Common Stock a per share

dividend in an identical amount.

 

        (b) After the initial distribution of the Class C and Class D Common

Stock, in the event that a dividend payable in common stock is declared on any

class of Common Stock, the Board of Directors shall also declare a dividend on

each of the other classes of Common Stock payable in the class of common stock

to which it relates equal on a per share basis.

 

        Part 2. Conversions. (a) Each share of Class A, Class C and Class D

Common Stock may at any time be converted into one fully paid and nonassessable

share of Class B Common Stock. Such right shall be exercised by the surrender

of the certificate representing such shares of Class A, Class C or Class D

Common Stock to be converted to the Company at any time during normal business

hours at the principal executive offices of the Company, or if an agent for the

registration of  transfer of shares of Class A, Class C or Class D Common Stock

is then duly appointed and acting (said agent being hereinafter called the

"Transfer Agent") then at the office of the Transfer Agent, accompanied by a

written notice of the election by the holder thereof to convert and (if so

required by the Company or the Transfer Agent) by instruments of transfer, in

form satisfactory to the Company and to the Transfer Agent, duly executed by

such holder or his duly authorized attorney, and  transfer tax stamps or funds

therefor, if required pursuant to subparagraph (f) below.

 

        (b) As promptly as practicable after the surrender for conversion of a

certificate representing shares of Class A, Class C or Class D Common Stock in

the manner provided in subparagraph (a) above and the payment in cash of any

amount required by the provisions of subparagraphs (a) and (f) of this Part 2,

the Company will deliver or cause to be delivered at the office of the

Transfer Agent to or upon the written order of the holder of such certificate,

a certificate or certificates representing the number of full shares of Class B

Common Stock, issuable upon such conversion, issued in such name or names as

such holder may direct. Such conversion shall be deemed to have been made

immediately prior to the close of business on the date of the surrender of the

certificate representing shares of Class A, Class C and Class D Common Stock,

and all rights of the holder of such shares as such holder shall cease at such

time and the person or persons in whose name or names the certificate or

certificates representing the shares of Class B are Common Stock to be issued

shall be treated for all purposes as having become the record holder or holders

of such shares of Class B Common Stock at such time; provided, however, that

any such surrends and payment on any date when the stock transfer books of the

Company shall be closed shall constitute the person or persons in whose name or

names the certificate or certificates representing shares of Class B Common

Stock are to be issued as the record holder or holders thereof for all purposes

immediately prior to the close of business on the next succeeding day on which

such stock transfer books are open.

 

        (c) No adjustments in respect of dividends shall be made upon the

conversion of any share of Class A, Class C or Class D Common Stock, provided,

however, that if a share shall be converted subsequent to the record date for

the payment of a dividend or other distribution on shares of Class A, Class C or

Class D Common Stock but prior to such payment, the registered holder of such

share at the close of business on such record date shall be entitled to receive

the dividend or other distribution payable on such share on the date set for

payment of such dividend or other distribution notwithstanding the conversion

thereof or the Company's default in payment of the dividend due on such date.

 

        (d) If the Company in any manner subdivides (by stock split or

otherwise) or combines (by reverse stock split or otherwise) the outstanding

shares of one class of Common Stock, the outstanding shares of the other classes

of Common Stock will be proportionately subdivided or combined.

 

        (e) The Company covenants that it will a all times reserve and keep

available solely for the purpose of issuance upon conversion of the outstanding

shares of Class A, Class C and Class D Common Stock, such number of shares of

Class B Common Stock, as shall be issuable upon the conversion of all such

outstanding shares, provided, that nothing contained herein shall be construed

to preclude the Company from satisfying its obligations in respect of the

conversion of the outstanding shares of Class A, Class C and Class D Common

Stock by delivery of purchased shares of Class B Common Stock, which are held in

the treasury of the Company. The Company covenants that if any shares of Class B

Common Stock required to be reserved for purposes of conversion hereunder

require registration with or approval of any governmental authority under any

federal or state law before such shares of Class B Common Stock may be issued

upon conversion, the Company will cause such shares to be duly registered or

approved, as the case may be. The Company covenants that all shares of Class B

Common Stock which shall be issued upon conversion of the shares of Class A,

Class C and Class D Common Stock, will, upon issue, be fully paid and

non-assessable and not subject to any preemptive rights.

 

        (f) The issuance of certificates for shares of Class B Common Stock upon

conversion of shares of Class A, Class C and Class D Common Stock, shall be made

without charge for any stamp or other similar tax in respect of such issuance.

However, if any such certificate is to be issued in a name other than that of

the holder of the share or shares of Class A, Class C or Class D Common Stock

converted, the person or persons requesting the issuance thereof shall pay to the Company the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Company that such tax has been paid.

 

        Part 3.  Registration of Transfer. The Company will keep at its

principal office (or such other place as the Company reasonably designates) a

register for the registration of shares of Common Stock. Upon the surrender of

any certificate representing shares of any class of Common Stock at such place,

the Company will, at the request of the record holder of such certificate,

execute and deliver (at the Company's expense) a new certificate or certificates

in exchange therefor representing in the aggregate the number of shares of such

class represented by the surrendered certificate (and the Company forthwith will

cancel such surrendered certificate). Each such new certificate, subject to the

restrictions set forth in Part 6 of this Article Fourth, will be registered in

such name and will represent such number of shares of such class as is requested

by the holder of the surrendered certificate and will be substantially identical

in form to the surrendered certificate.

 

        Part 4. Replacement. (a) Upon receipt of evidence reasonably

satisfactory to the Company (an affidavit of the registered holder, without

bond, will be satisfactory) of the ownership and the loss, theft, destruction or

mutilation of any certificate evidencing one or more shares of any class of

Common Stock and, in the case of any such loss, theft or destruction, upon

receipt of indemnity reasonably satisfactory to the Company (provided that if

the holder is a financial institution, with net assets in excess of $5 million,

its own agreement of indemnity will be satisfactory), or, in the case of any

such mutilation, upon surrender of such certificate, the Company will (at its

expense) execute and deliver in lieu of such certificate a new certificate of

like kind representing the number of shares of such class represented by such

lost, stolen, destroyed or mutilated certificate and dated the date of such

lost, stolen, destroyed or mutilated certificate.

 

        (b) The term "outstanding" when used in this Article FOURTH with

reference to the shares of any class of Common Stock as of any particular time

will not include any such shares represented by any certificate in lieu of which

a new certificate has been executed and delivered by the Company in accordance

with Part 3 or this Part 4, but will include only those shares represented by

such new certificate.

 

        Part 5. Voting Rights. Except as expressly provided herein, at every

meeting of stockholders of the Company, every holder of Class A Common Stock

shall be entitled to one common stock vote in person or by proxy for each share

of Class A Common Stock standing in his name on the transfer books of the

Company; every holder of Class B Common Stock shall be entitled to one-tenth of

a common stock vote in person or by proxy as each share of Class B Common Stock

standing in his name on the transfer books of the Company; every holder of Class

C Common Stock shall be entitled to one hundred common stock votes in person or

by proxy for each share of Class C Common Stock standing in his name on the

transfer books of the Company; provided the holder of Class C Common Stock holds

a number of shares of Class A Common Stock equal to ten times the number of

shares of Class C Common Stock that holder holds; and every holder of class D

Common Stock shall be entitled to ten common stock votes in person or by proxy

for each share of Class D Common Stock standing in his name on the transfer

books of the Company; provided the holder of Class D Common Stock holds a number

of shares of Class B Common Stock equal to ten times the number of shares of

Class D Common Stock that holder holds. In the event a beneficial owner of Class

C or Class D Common Stock holds a number of shares of Class A or Class B Common

Stock, respectively, less than ten times the number of shares of Class C or

Class D Common Stock that beneficial owner holds, then that holder will be

entitled only to one common stock vote for every share of Class C Common Stock,

or one-tenth of a common stock vote for every share of Class D Common Stock,

which that owner holds in excess of one-tenth the number of shares of Class A or

Class B Common Stock, respectively, held by that owner. The Board of Directors

of the Company shall have the right, but not the obligation, to require a holder

of Class C or Class D Common Stock to furnish such documentation as is necessary

to prove that such holder meets the requirements of the two immediately

preceding sentences.

 

            (i) With respect to the election of directors, the holders of Class

        B and Class D Common Stock, voting together as a separate class, with

        each share having one common stock vote, shall be entitled to elect that

        number of directors which constitutes 20% of the total membership of the

        Company's Board of Directors and if such 20% is not a whole number, then

        the holders of Class B and Class D Common Stock will be entitled to

        elect the nearest whole number of directors which constitutes 20% of

        such membership, provided, that, except as contemplated by subparagraph

        (vi) hereof, in no event shall such number less than one. Holders of

        Class A and Class C Common Stock, voting together as a separate class,

        with each share having one common stock vote, will be entitled to elect

        the remaining directors.

 

                (a)     Nominations for the election of directors may be made by

        the Board of Directors or by any stockholder entitled to vote for the

        election of directors. Nominations made by stockholders shall be made by

        notice in writing, delivered or mailed by first class United States

        mail, postage prepaid, to the Secretary of the Company not less than 20

        days prior to any meeting of the stockholders called for the election of

        directors; provided, however, that if less than 30 days' notice of the

        meeting is given to stockholders, such written notice shall be delivered

        or mailed, as prescribed, to the Secretary of the Company not later than

        the close of the tenth day following the day on which notice of the

        meeting was mailed to stockholders.

 

                (b)     Each notice under subsection (a) shall set forth: (i)

        the name, age, business address and, if known, residence address of each

        nominee proposed in such notice, (ii) the principal occupation or

        employment of each such nominee; and (iii) the number of shares of stock

        of the Company which are beneficially owned by each such nominee.

 

                (c)     The Chairman of the meeting may, if the facts warrant,

        determine and declare to the meeting that a nomination was not made in

        accordance with the foregoing procedure, and if he should so determine,

        he shall so declare to the meeting and the defective nomination shall be

        disregarded.

 

        (ii)    The holders of Class B and Class D Common Stock will be entitled

to vote together as a separate class, with each share having one common stock

vote, on the removal, with cause (as defined in Article SIXTH, Part 2,

subparagraph (v)), of any director elected by the holders of Class B and Class D

Common Stock and the holders of Class A and Class C Common Stock will be

entitled to vote together as a separate class with each share having one common

stock vote, on the removal, with cause (as so defined), of any director elected

by the holders of Class A and Class C Common Stock.

 

        (iii)   The holders of Class B and Class D Common Stock shall be

entitled to vote together as a separate class on such other matters as may be

required by law to be submitted to such holders.

 

        (iv)    The holders of Class B and Class D Common Stock shall in all

matters not referred to in (i), (ii) and (iii) above vote together with the

holders of Class A and Class C Common Stock as a single class, provided that,

except as set forth in the first paragraph of this Part 5, the holders of Class

A Common Stock shall have one common stock vote for each share; the holders of

Class B Common Stock shall have one-tenth of a common stock vote for each

share; the holders of Class C Common Stock shall have 100 common stock votes

for each share; and the holders of Class D Common Stock shall have ten common

stock votes for each share.

 

        (v)     Any vacancy in the office of a director may be filled by a vote

of holders of the classes entitled to elect said director voting together as a

separate class and, in the absence of a stockholder vote, in the case of a

vacancy in the office of a director elected by a particular class, such vacancy

may be filled by the remaining directors. Any directors elected by the board of

directors to fill a vacancy shall serve until the expiration of the term of the

director whose position was filled and until his successor has been chosen and

has qualified. The Board of Directors may increase the number of directors and

any vacancy so created may be filled by the Board of Directors, provided that

unless the conditions set forth in (vi) exist in respect of the next previous

Annual Meeting of Stockholders, the Board of Directors may be so enlarged by

the Board of Directors only to the extent that 20% of the enlarged Board of

Directors, rounded to the nearest whole number of directors which constitutes

20% of such membership consists of directors elected by the holders of the

Class B and Class D Common Stock or by persons appointed to fill vacancies

created by the death, resignation or removal or persons elected by the holders

of the Class B and Class D Common Stock.

 

        (vi)    The Class B and Class D Common Stock will not have the rights

to elect directors set forth in (i) or (v) above, if on the date for taking a

record for any stockholder meeting at which directors are to be elected, the

number of issued and outstanding shares of Class B and Class D Common Stock

(exclusive of any shares held in the Company's treasury) is less than 10% of

the aggregate number of issued and outstanding shares of all the common stock

(exclusive of shares held in the Company's treasury). In such case all

directors to be elected at such meeting shall be elected by holders of Class A,

Class B, Class C and Class D Common Stock voting together as a single class, provided that with respect to said election the holders of Class A Common Stock shall have one common stock vote for each share; the holders of Class B Common Stock shall have

one-tenth of a common stock vote for each share; the holders of Class C Common Stock shall have 100 common stock votes for each share; and the holders of Class D Common Stock shall have ten common stock votes for each share.

 

        Part 6. TRANSFER. (a) No person holding shares of Class C or Class D

Common Stock (a "Class Holder") may transfer, and the Company and the Transfer

Agent shall not register the transfer of, such shares of Class C or Class D

Common Stock, whether by sale, assignment, gift, devise, bequest, appointment or

otherwise. Any purported transfer of shares of Class C or Class D Common Stock

shall be null and void and of no effect and the purported transfer by a Class

Holder will result in the immediate and automatic conversion into shares of

Class B Common Stock of those shares of Class C and Class D Common Stock

purporting to be transferred. The purported transferee shall have no rights as a

stockholder of the Company and no other rights against, or with respect to, the

Company except the right to receive shares of Class B Common Stock upon the

immediate and automatic conversion into shares of Class B Common Stock of the

shares of Class C or Class D Common Stock purporting to be transferred. Upon the

death of any Class C or Class D Holder who is a natural person, or the

liquidation, dissolution or winding up of the business or affairs of any

corporation, partnership or trust, the shares of Class C and Class D Common

Stock held by such person shall immediately and automatically convert into an

equal number of shares of Class B Common Stock.

 

        (b) Shares of Class C and Class D Common Stock shall be registered in

the name(s) of the beneficial owner(s) thereof (as hereafter defined) and not in

"street" or "nominee" names; provided, however, certificates representing shares

of Class C and Class D Common Stock issued as a stock dividend on the Company's

then outstanding common stock may be registered in the same name and manner as

the certificates representing the shares of Class A and Class B Common Stock

with respect to which the shares of Class C and Class D Common Stock are issued.

For the purposes of this Part 6, the term "beneficial owner(s)" of any shares

of Class C or Class D Common Stock shall mean the person or persons who possess

the power to dispose, or to direct the disposition of, such shares. Any shares

of Class C or Class D Common Stock registered in "street" or "nominee" name may

be transferred to the beneficial owner of such shares on the record date for

such stock dividend, upon proof satisfactory to the Company and the Transfer Agent

that such person was in fact the beneficial owner of such shares on the record

date for such stock dividend.

 

                  (c) Notwithstanding anything to the contrary set forth herein,

any Class Holder may pledge such holder's shares of Class C or Class D Common

Stock to a pledgee pursuant to a bona fide pledge of such shares as collateral

security for indebtedness due to the pledgee, provided that such shares shall

not be transferred to, or registered in the name of, the pledgee and shall

remain subject to the provisions of this Part 6. In the event of foreclosure or

other similar action by the pledgee, such pledged shares of Class C or Class D

Common Stock may not be transferred to the pledgee and may only be converted

into shares of Class B Common Stock.

 

                  (d) The Company shall note on the certificates representing

the shares of Class C and Class D Common Stock the restrictions on transfer and

registration of transfer imposed by this Part 6.

 

                  (e) For purposes of this Part 6:

 

                        (i) Each joint owner of shares of Class C and Class D

              Common Stock shall be considered a holder of Class C and Class D

              Common Stock, respectively.

 

                        (ii) A minor for whom shares of Class C or Class D

              Common Stock are held pursuant to a Uniform Gifts to Minors Act or

              similar law shall be considered a holder of Class C and Class D

              Common Stock, respectively.

 

                        (iii) Unless otherwise specified, the term "person"

              includes a natural person, corporation, partnership,

              unincorporated association, firm, joint venture, trust or other

              entity.

 

        Part 7. Distribution of Assets. (a) In the event the Company shall be

liquidated, dissolved or wound up, whether voluntarily or involuntarily, the

holders of the Class A, Class B, Class C and Class D Common Stock shall be

entitled to share ratably as a single class in the remaining net assets of the

Company, that is, an equal amount of net assets for each share of Class A, Class

B, Class C and Class D Common Stock. A merger or consolidation of the Company

with or into any other corporation or a sale or conveyance of all or any part of

the assets of the Company (which shall not in fact result in the liquidation of

the Company and the distribution of assets to stockholders) shall not be deemed

to be a voluntary or involuntary liquidation or dissolution or winding up of the

Company within the meaning of this Part 7.

 

         Part 8. Authorized Shares; Fractional Shares. (a) The number of

authorized shares of any class of Common Stock may not be increased unless

approved by the holders of a majority of the common stock votes attributable to

then outstanding shares of Common Stock entitled to vote, voting as a single

class.

 

                (b) No fractional shares of Class B Common Stock shall be

issued upon conversion of shares of Class A, Class C and Class D Common Stock.

In lieu of fractional shares, the Transfer Agent shall pay an amount in cash

equal to the closing market price of the shares of Class B Common Stock on the

conversion date multiplied by the fraction of a share of Class B Common Stock

that would otherwise be issuable.

 

        Part 9. Business Combinations. 9A. Definitions. (i) The term "business

combination" as used in this Part 9 shall mean:

 

                (a) any merger or consolidation of the Company with or into any

other individual, corporation, partnership or other person or entity, other

than a merger or consolidation pursuant to which the Company is the continuing

corporation and the result of which is not a sale, transfer or other

disposition of, or a modification of the form of, ownership of the Company;

               

                (b) any sale, lease, exchange, transfer or other disposition,

including without limitation, a mortgage or any other security device, of all

or any substantial part of the assets of the Company (including without

limitation any voting securities of a Subsidiary) or of a Subsidiary (which

assets of the Subsidiary constitute a substantial part of the assets of the

Company) to any other individual, corporation, partnership or other person or

entity; or

 

                (c) any agreement, contract or other arrangement providing for

any of the transactions described in this definition of business combination.

 

           (ii) The term "related person business combination" as used in this

Part 9 shall mean:

 

                (a) any merger or consolidation of the Company with or into a

related person;

 

                (b) any sale, lease, exchange, transfer or other disposition,

including without limitation, a mortgage or any other security device, of all or any substantial part of the assets of the Company  (including without limitation any voting securities of a subsidiary) or of a Subsidiary, to a related person;

 

        (c) any merger or consolidation of a related person with or into the

Company or a Subsidiary of the Company;

 

        (d) any sale, lease, exchange, transfer or other disposition of all or

any substantial part of the assets of a related person to the Company or a

Subsidiary of the Company;

 

        (e) the issuance of any securities of the Company or a Subsidiary of

the Company to a related person (other than to full time employees of the

Company);

 

        (f) acquisition by the Company or a Subsidiary of the Company of any

securities of a related person;

 

        (g) any reclassification of Common Stock of the Company, or any

recapitalization involving Common Stock of the Company, consummated within five

years after a related person becomes a related person; or

 

        (h) any agreement, contract or other arrangement providing for any of

the transactions described in this definition of related person business

combination.

 

        (iii) The term "related person" as used in this Part 9 shall mean and

include any individual, corporation, partnership or other person or entity

which, together with their "affiliates" and "associates" (defined below)

"beneficially" owns (as this term is defined in Rule 13d-3 of the General Rules

and Regulations under the Securities Exchange Act of 1934), in the aggregate,

5% or more of the outstanding shares of any class of Common Stock of the

Company, and any "affiliate" or "associate" (as those terms are defined in Rule

12b-2 under the Securities Exchange Act of 1934) of any such individual,

corporation, partnership or other person or entity and shall include all

persons or entities acting in concert with such related person. Notwithstanding

the foregoing, for the purposes of this definition, any shares of Common Stock

of the Company which any related person has the right to acquire at any time

pursuant to any agreement, or upon exercise of conversion rights, warrants or

options, or otherwise, shall be deemed beneficially owned by such related

person.

 

        (iv) The term "substantial part" shall mean more than 10% of the total

assets of the company in question, taken as a whole including any subsidiaries, as of the end of its most recent fiscal year ended prior to the time the determination is being made.

 

        (v) The term "Subsidiary" as used in this Part 9 means any corporation

a majority of the voting stock of which is, at the time as of which any

determination is being made, owned by the Company either directly or through

one or more Subsidiaries.

 

        9B. Stockholder's Vote. A proposed business combination or related

person business combination shall be approved in the manner contemplated by

law, but no such business combination shall be approved if any two or more

directors of the Company then in office shall have not voted in favor of such

proposed business combination or related person business combination unless

such business combination or related person business combination after having

been approved by the Board of Directors in the manner contemplated by law shall

have been approved by the affirmative vote of not less than 85% of the

outstanding Common Stock votes of the Company.

 

        9C. Board of Directors' Vote. It shall be a proper corporate purpose

reasonably calculated to benefit stockholders for the Board of Directors to

base the response of the Company to any proposal for a business combination or

related person business combination on the Board of Directors' evaluation of

what is in the best interests of the Company; and the Board of Directors, in

evaluating what is in the best interests of the Company may consider:

 

                (i) The best interest of the stockholders: for this purpose the

Board of Directors shall consider, among other factors, not only the

consideration being offered in the business combination or related person

business combination proposal in relation to the then current market price, but

also in relation to the then current value of the Company in a freely

negotiated transaction and in relation to the Board of Directors' then estimate

of the future value of the Company as an independent entity; and

 

                (ii) Such other factors as the Board of Directors determines to

be relevant, including, among other factors, the social, legal and economic

effects upon the employees, patients and business of the Company or any of its

Subsidiaries, and the community in which the Company, or any of its

Subsidiaries, is located or operates.

 

        SECOND: That thereafter, pursuant to a vote taken at a meeting of the

stockholders of the Company held on November 20, 1985, a majority of the common

stock votes of the Company ratified the amendment referenced herein.

 

        THIRD: That the aforesaid amendment was duly adopted in accordance

with the applicable provision of Sections 211 and 242 of the General

Corporation Law of Delaware, as amended.

 

        FOURTH: That the capital of said corporation will not be reduced under

or by reason of said amendment.

 

        IN WITNESS WHEREOF, Universal Health Services, Inc. has caused its

corporate seal to be hereunto affixed and this certificate to be signed by Alan

B. Miller, its President, and Robert M. Dubbs, its Secretary, this ____ day of

November, 1985.

 

                                        By: /s/ Alan B. Miller

                                            ________________________

                                            Alan B. Miller

                                            President

 

CORPORATE SEAL

ATTEST

 

 

By: /s/ Robert M. Dubbs

    _________________________

    Robert M. Dubbs

    Secretary