Exhibit 4.1


CERTIFICATE OF INCORPORATION

OF

WATTS INDUSTRIES, INC.

        FIRST.    The name of the corporation is Watts Industries, Inc.

        SECOND.    The address of the corporation's registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name and address of the corporation's registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware.

        THIRD.    The nature of the business or purposes proposed to be transacted or promoted is as follows:

        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 capital stock of all classes which the corporation shall have authority to issue shall be 120,300 shares, to wit: (1) 88,000 shares of Common Stock, $1.00 par value per share ("Common Stock"), (2) 11,000 shares of Class B Common Stock, $1.00 par value per share ("Class B Common Stock"), and (3) 21,300 shares of 10% Preferred Stock, $100.00 par value per share ("10% Preferred Stock"). Each class of capital stock shall have the following preferences, voting powers, qualifications and special or relative rights or privileges.

        Section 1.    Common Stock and Class B Common Stock.    Except as otherwise expressly provided below in this Section 1, the preferences, voting powers, qualifications and special or relative rights or privileges of the Common Stock and the Class B Common Stock shall be identical.

        Section 1.1    Dividends.    Dividends may be declared by the Board of Directors upon and paid to the holders of the Common Stock and Class B Common Stock out of funds legally available therefor; provided, however, that such dividends, when, as and if declared and paid, shall be so declared and paid to such holders pro rata according to the number of shares of Common Stock and Class B Common Stock held by each such holder (with the number of shares of outstanding Common Stock and Class B Common Stock being aggregated and considered a single class for this purpose); and provided further, however, that should any dividend or other distribution be declared upon Common Stock whether payable in cash or in shares of Common Stock or otherwise, a comparable dividend shall be declared upon Class B Common Stock and vice versa. If the dividend declared upon Common Stock is payable in shares of Common Stock, the comparable dividend declared upon Class B Common Stock shall be payable in shares of Class B Common Stock, and vice versa. No amendment shall be made to the Certificate of Incorporation of the corporation, or other corporate action taken, which shall split, split-up, subdivide, consolidate or combine (or have the effect thereof) shares of Common Stock without a comparable amendment being made or comparable action being taken with respect to the Class B Common Stock, and vice versa.

        Section 1.2    Rights Upon Liquidation and Dissolution.    Upon any liquidation, dissolution, winding up or distribution of the assets and surplus funds of the corporation, whether voluntary or involuntary, after full payment or provision for the payment of creditors and the rights of holders of securities having preference to the Common Stock and the Class B Common Stock (including the 10% Preferred Stock), the holders of Class B Common Stock shall be entitled to receive in preference to the holders of the Common Stock of the corporation, or to the holders of any other stock, other than the 10% Preferred Stock, of the corporation which is not expressly ranked superior or prior to the Class B Common Stock with respect to liquidation and dissolution (with the consent of the holders of the Class B Common Stock given in accordance with Section 1.5


 

hereof to the extent applicable) an amount equal to $1,122,365 per share (the "Initial Class B Common Distribution") before any payment or distribution of the assets and surplus funds of the corporation shall be made to or set apart for the holders of any Common Stock or of any of such other stock. After the payment of such amount, the holders of the Common Stock of the corporation shall then be entitled to an amount equal to $1,122.365 per share (the "Initial Common Distribution"). Thereafter, the holders of Common Stock and Class B Common Stock shall participate in any payment or distribution pro rata according to the number of shares of Common Stock and Class B Common Stock held by each such holder (with the number of shares of outstanding Common Stock and Class B Common Stock being aggregated and considered a single class for this purpose).

        Notwithstanding the preceding paragraph of this Section 1.2, (i) if the assets and surplus funds of the corporation available for the Initial Class B Common Distribution to the holders of its Class B Common Stock shall be insufficient to permit payment in full of said amount, the said assets and surplus funds shall be paid or distributed ratably among the holders of the Class B Common Stock in proportion to the amounts they would have been entitled to receive had such assets and surplus funds been sufficient to permit payment in full of said amounts and (ii) if the assets and surplus funds of the corporation available for the Initial Common Distribution to the holders of its Common Stock shall be insufficient to permit payment in full of such amount, the said assets and surplus funds shall be paid or distributed ratably among the holders of the Common Stock in proportion to the amounts they would have been entitled to receive had such assets and surplus funds been sufficient to permit payment in full of said amounts. For purposes of this Section 1.2, the consolidation of the corporation with, or merger of the corporation into, another corporation, the merger of any other corporation into it, or the sale or conveyance to another corporation of the properties of the corporation as an entirety or substantially as an entirety (for cash, shares of stock, other securities, or other consideration), shall not be deemed to be a liquidation, dissolution, winding up, or distribution of the assets of the corporation; provided however, that thirty (30) days' notice and opportunity to convert to shares of Common Stock have been given to the holders of the Class B Common Stock.

        Section 1.3    Voting Rights.    For each share of Common Stock standing in his name on the books of the corporation, the holder thereof shall have one vote. For each share of Class B Common Stock standing in his name on the books of the corporation, the holder thereof shall have one vote. Except as otherwise provided herein, the holders of Common Stock and Class B Common Stock shall have identical voting rights and shall vote as a single class on all matters to come before the shareholders of the corporation, but shall vote as a separate class from the holders of shares of 10% Preferred Stock.

        1.3.1    Election of Directors.    So long as Bessemer Securities Corporation (hereinafter called "Bessemer" within the meaning ascribed thereto in Section l.3.0) shall be the holder of (i) at least one (1) share of Class B Common Stock and (ii) at least twenty percent (20%) of the aggregate number of outstanding shares of Common Stock and Class B Common Stock, taken as a whole, the corporation's Board of Directors shall be comprised of nine (9) members (this number shall drop to seven (7) when Bessemer's percentage as aforesaid shall drop below twenty percent (20%)) and the holders of Class B Common Stock shall be entitled, voting as a separate class, to elect four (4) (this number shall drop to two (2) when Bessemer's percentage as aforesaid drops below twenty percent (20%)) of the members of the Board of Directors, and the holders of Common Stock shall be entitled, voting as a separate class, to elect the remaining five (5) members of the Board of Directors (the holders of Common Stock being entitled to elect all of the members of the Board of Directors if at any time Bessemer's percentage as aforesaid drops below eight percent (8%) or it does not own at least one (1) share of Class B Common Stock); provided, however, that if at any time while

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Bessemer still holds (i) at least one (1) share of Class B Common Stock and (ii) at least twenty percent (20%) of the aggregate number of outstanding shares of Common Stock and Class B Common Stock, taken as a whole, the corporation's earnings (after taxes but before extraordinary items net of tax effect) ("Adjusted After-Tax Earnings") for the highest three (3) full fiscal quarters during any period of four (4) consecutive full fiscal quarters shall be less than $500,000 per quarter (the "Trigger Level") after (a) Adjusted After-Tax Earnings for each of the four (4) consecutive quarters shall have been increased by the amounts of any losses or reductions in earnings to the extent, and only to the extent, that such losses or reductions in earnings were due to Acts of God or force majeure (including, without limitation, strikes or other labor disturbances) or the continuing effects of such Acts of God or force majeure and have not already been allowed for in such earnings as "extraordinary items," and then (b) Adjusted After-Tax Earnings for each of such three (3) highest quarters shall have been decreased by one-third of any loss after taxes but before extraordinary items net of tax effect in the remaining quarter of such period of four (4) consecutive full fiscal quarters (as adjusted in (a)), the Secretary of the corporation shall give written notice thereof to each holder of Class B Common Stock and, whether or not such notice is given, provided that Bessemer still holds (i) at least one (1) share of Class B Common Stock and (ii) at least twenty percent (20%) of the aggregate number of outstanding shares of Common Stock and Class B Common Stock, taken as a whole, the corporation's Board of Directors will thereupon be increased automatically in size to ten (10) members and the holders of Class B Common Stock shall thereafter be entitled, voting as a separate class, to elect five (5) of the then (10) members of the Board of Directors and the holders of the Common Stock shall be entitled, voting as a separate class, to elect the remaining five (5) members of the Board of Directors. The holders of a majority of the outstanding shares of Class B Common Stock shall designate in a writing delivered to the Secretary of the corporation their selection of the additional director elected by them pursuant to the preceding sentence, and such person shall take office as such director immediately upon such designation in writing. Such director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, when he may be replaced or reelected by vote of the holders of Class B Common Stock, or until the size of the Board of Directors is decreased in accordance with this Section 1.3.1, whichever is sooner. At such time as the corporation's Adjusted After-Tax Earnings for the highest three (3) full fiscal quarters during any period of four (4) consecutive full fiscal quarters shall be more than the Trigger Level after (a) Adjusted After-Tax Earnings for each of such four (4) consecutive quarters shall have been increased by the amount of any losses or reductions in earnings to the extent, and only to the extent, that such losses or reduction in earnings were due to Acts of God or force majeure (including, without limitation, strikes of other labor disturbances) or the continuing effects of such Acts of God or force majeure and have not already been allowed for in such earnings as "extraordinary items" and then (b) Adjusted After-Tax Earnings for the three (3) highest such quarters shall have been decreased by one-third of any loss after taxes but before extraordinary items net of tax effect in the remaining quarter of such period of four (4) consecutive full fiscal quarters (as adjusted in (a)), or at such time as Bessemer no longer owns (i) at least one (1) share of Class B Common Stock or (ii) twenty percent (20%) of the corporation's outstanding shares of Common Stock and Class B Common Stock, taken as a whole, the voting rights referred to in the proviso clause of the preceding sentence shall be automatically terminated (subject to becoming effective again should the conditions set forth in this Section 1.3.1 reoccur), one of the members of the Board of Directors who has been elected by the holders of the Class B Common Stock shall immediately resign and upon such resignation the Board of Directors will be decreased automatically in size to nine (9) members and the holders of Class B Common Stock shall thereafter have the right, voting as a separate class, to elect four (4) of the nine (9) members of the Board of Directors and the holders of Common Stock shall have the right,

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voting as a separate class, to elect the remaining five (5) members of the Board of Directors (subject to the provisions of the first sentence of this Section 1.3.1); provided however, that if such a Director fails to resign immediately, the Secretary of the corporation shall promptly call a special meeting of stockholders at which only nine (9) Directors of the corporation (of which five (5) shall be elected by the holders of Common Stock and four (4) shall be elected by the holders of Common Stock voting as separate classes), will be elected and the terms of office of all persons who are then directors of the corporation shall terminate immediately upon such election. For purposes of determining Adjusted After-Tax Earnings under this Section 1.3.1, the corporation shall make all quarterly computations of Adjusted After-Tax Earnings on a basis consistent with prior such determinations by the corporation or its predecessor (except for such changes in accounting principles and practices as may have been required from time to time by the corporation's independent public accountants) and with a view toward avoiding material distortions of net income from period to period. These computations shall be required to be made only when requested by Bessemer.

        1.3.2    Election of Director by Subsequent Holders.    Should Bessemer no longer have the right to elect any director of the corporation pursuant to Section 1.3.1, then so long as any person or persons who shall have acquired Class B Common Stock from Bessemer shall be the holder in the aggregate of (i) at least one thousand (l,000) shares of Class B Common Stock and (ii) at least eight percent (8%) of the aggregate number of outstanding shares of Common Stock and Class B Common Stock, taken as a whole, the holders of Class B Common Stock shall be entitled, voting as a separate class, to elect one of the members of the Board of Directors of the corporation, and the holders of Common Stock shall be entitled, voting as a separate class, to elect all the remaining members of the Board of Directors (the holders of Common Stock being entitled to elect all the members of the Board of Directors if at any time such assignee or assignees no longer hold (i) at least one thousand (1,000) shares of Class B Common Stock or (ii) at least eight percent (8%) of the outstanding shares of Common Stock and Class B Common Stock, taken as a whole).

        1.3.3    Definition of "Bessemer".    For purposes of this Section 1.3, the term "Bessemer" shall (1) include an entity more than fifty percent (50%) of the aggregate beneficial voting interest of which is owned directly or indirectly by or for the benefit of heirs of the late Henry Phipps and which entity succeeds to all or substantially all of the assets of Bessemer Securities Corporation, but shall (2) specifically exclude any and all other successors or assignees of said Bessemer Securities Corporation.

        1.3.4    Percentages.    Whenever in this Article Fourth certain rights inure to the benefit of Bessemer or certain events occur based upon Bessemer's holdings of a certain specified percentage of all of the outstanding Class B Common Stock and Common Stock, taken as a whole, the amount of such outstanding stock shall be determined exclusive of any shares of Common Stock which shall have been issued and sold for cash by the corporation after May 28, 1981 pursuant to a registered public offering under the Securities Act of 1933, as amended.

        Section 1.4    Conversion.    The holders of the Class B Common Stock shall have conversion rights as follows (the "Conversion Rights"):

        (a)    Right to Convert.    Each share of Class B Common Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the corporation or any transfer agent for the Class B Common Stock, into an equal number of fully paid and nonassessable shares of Common Stock, as constituted at the time of conversion.

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        (b)    Mechanics of Conversion.    Before any holder of Class B Common Stock shall be entitled to convert the same into full shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Class B Common Stock, and shall give written notice to the corporation at such office that he elects to convert the same and shall state therein his name or the name or names of his nominees in which he wishes the certificate or certificates for shares of Common Stock to be issued. The corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Stock, or to his nominee or nominees, a certificate or certificates for the number of shares of Common Stock to which he shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Class B Common Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

        (c)    Common Reserved.    The corporation shall reserve and keep available out of its authorized but unissued Common Stock such number of shares of Common Stock as shall from time to time be sufficient to effect conversion of the Class B Common Stock.

        Section 1.5    Covenants.    So long as not less than 1,000 shares of the Class B Common Stock shall be outstanding (as adjusted for stock splits, split-ups, sub-divisions, consolidations and combinations of such stock), the corporation shall not, without first obtaining the affirmative vote or written consent of more than fifty percent (50%) of the outstanding shares of Class B Common Stock:

        (a)   amend or repeal any provision of, or add any provision to, the corporation's Certificate of Incorporation or By-Laws if such action would alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, any shares of Class B Common Stock or if such action would change the number of directors of the corporation (except as otherwise contemplated herein);

        (b)   create or reclassify any class of stock of the corporation other than the 10% Preferred Stock as shares having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Class B Common Stock; or

        (c)   pay or declare any dividend on any shares of any class of stock of the corporation, other than as permitted hereby with respect to the Common Stock, the Class B Common Stock and the 10% Preferred Stock, or apply any of its assets to the redemption, retirement, purchase or other acquisition (otherwise than upon the death or a person having a family relationship to either George B. Horne or Timothy P. Horne or upon the arising of a requirement or an option to redeem or repurchase shares pursuant to stock restriction agreements with employees of the corporation existing on May 15, 1981, or agreements with substantially similar provisions subsequently entered into with employees of the corporation) directly or indirectly, through subsidiaries or otherwise, of any shares of any class of stock of the corporation, except as permitted hereby with respect to the 10% Preferred Stock. For purposes of the preceding sentence, the term "family relationship" shall mean any relationship by blood, marriage or adoption.

        Section 2.    10% Preferred Stock.    

        Section 2.1    Dividends.    The holders of 10% Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, cumulative cash dividends ("Cumulative Dividends") at the rate of $8.00 per share per annum and non-cumulative cash dividends ("Non-Cumulative Dividends") at the rate of $2.00 per share per annum and no more. Dividends

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shall be payable quarterly on the first day of January, April, July and October of each year (the "Dividend Payment Date(s)") out of the funds of this corporation legally available therefor. Cumulative Dividends shall have been paid or declared and set apart for payment before any cash dividends, payment or distribution (other than a dividend or distribution upon Common Stock payable in shares of Common Stock or a dividend or distribution upon Class B Common Stock payable in shares of Class B Common Stock) shall be made with respect to any of the Common Stock or Class B Common Stock of the corporation as may from time to time be issued and outstanding. Cumulative Dividends shall accrue from the Dividend Payment Date immediately preceding the date of issue, or from the date of issue if it is a Dividend Payment Date, and shall be cumulative so that if Cumulative Dividends in respect of any dividend period shall not have been paid upon or declared and set apart for the 10% Preferred Stock, the deficiency shall be fully paid or declared and set apart before any dividend (other than a dividend or distribution upon Common Stock payable in shares of Common Stock or a dividend or distribution upon Class B Common Stock payable in shares of Class B Common Stock) shall be paid upon or declared or set apart for the Common Stock or the Class B Common Stock and before any Non-Cumulative Dividend shall be paid upon or declared or set apart for the 10% Preferred Stock. Non-Cumulative Dividends upon the 10% Preferred Stock shall be non-cumulative, whether or not in any fiscal year there shall be net income or surplus available for the payment of dividends in such fiscal year, so that if in any fiscal year or years, Non-Cumulative Dividends in whole or in part are not paid on the 10% Preferred Stock, unpaid Non-Cumulative Dividends shall not accumulate as against the holders of the Common Stock or the Class B Common Stock of the corporation, so that no sums for Non-Cumulative Dividends in any later years shall be paid to the holders of the 10% Preferred Stock with respect to any prior year or years when Non-Cumulative Dividends were not paid. In no event shall the holders of the 10% Preferred Stock receive aggregate dividends of more than $10.00 per share with respect to any fiscal year.

        Section 2.2    Redemption of 10% Preferred Stock.    In accordance with the vote of the Board of Directors, all or any part of the 10% Preferred Stock then outstanding may be called for redemption at any time after its date of issuance at $100 per share plus all accrued and unpaid Cumulative Dividends. Notice of the election of the corporation to redeem the 10% Preferred Stock shall be mailed not less than thirty (30) days before the designated redemption date to the holders of the 10% Preferred Stock so called for redemption at their addresses as last recorded on the books of the corporation. In case less than all of the 10% Preferred Stock at the time outstanding is to be called for redemption, the Board of Directors may order that the stock to be called be selected by lot or pro rata or in any other manner it deems appropriate (whether or not such procedure is by lot or on a pro rata basis). The decision of the Board of Directors as to the time and method of redemption and the method of determining the particular shares of 10% Preferred Stock to be redeemed shall be conclusive. After the designated redemption date, the holders of the 10% Preferred Stock so called for redemption shall have none of the rights of stockholders with respect to the shares so called except to receive the redemption value thereof upon surrender, endorsed in blank, of the certificate(s) representing the shares of 10% Preferred Stock so called. Nothing herein contained shall be deemed to limit the right of the corporation to purchase or otherwise acquire at any time any shares of its capital stock of any class.

        Section 2.3    Rights Upon Liquidation and Dissolution.    Upon any liquidation, dissolution, winding up, or distribution of the assets and surplus funds of the corporation, whether voluntary or involuntary, after full provision for creditors, the holders of 10% Preferred Stock shall be entitled to receive in preference to the holders of any other class of stock of the corporation an amount equal to $100 per share plus accrued and unpaid Cumulative Dividends before any payment or distribution of the assets and surplus funds of the corporation shall be made to or set apart for the holders of any Common Stock or Class B Common Stock and shall not thereafter participate in any of the assets and surplus funds of the corporation or in any proceeds thereof; provided,

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however , that if the assets and surplus funds of the corporation available for distribution to the holders of its 10% Preferred Stock shall be insufficient to permit payment in full of said amount, the said assets and surplus funds shall be distributed ratably among the holders of the 10% Preferred Stock in proportion to the amounts they would have been entitled to receive had such assets and surplus funds been sufficient to permit payment in full of said amounts. For the purposes of this Section 2.3, the consolidation of the corporation with, or merger of the corporation into, another corporation, the merger of any other corporation into it, or the sale or conveyance to another corporation of the properties of the corporation as an entirety or substantially as an entirety (for cash, shares of stock, other securities, or other consideration), shall not be deemed to be a liquidation, dissolution, winding up, or distribution of the assets of the corporation.

        Section 2.4    Voting Rights.    Except as provided below or as otherwise provided by law or from time to time by the provisions of the Certificate of Incorporation of the corporation, the holders of 10% Preferred Stock shall have no right to vote on any matters presented to the corporation's shareholders for action and shall not be entitled to notice of any stockholders' meeting; provided, however, that when such holders shall be so entitled to vote, they shall vote as a separate class and each holder of 10% Preferred Stock shall be entitled to one-tenth of one (1/10 of 1) vote for each share of 10% Preferred Stock standing in his name on the books of the corporation.

        So long as any shares of 10% Preferred Stock are outstanding, the corporation shall not create or authorize any other class of stock (except common Stock and Class B Common Stock) ranking superior or prior to the 10% Preferred Stock without the consent (given by a vote at a meeting called for the purpose) of the holders of at least two-thirds of the total number of shares of the 10% Preferred Stock then outstanding, voting as a separate class.

        In case at any time an aggregate of twelve (12) quarterly payments of Cumulative Dividends on the shares of 10% Preferred Stock shall be unpaid, the holders of the shares of 10% Preferred Stock shall be entitled to notice of all stockholders' meetings and shall have the same voting rights as the holders of the Common Stock, voting as a single class with the holders of the Common Stock; provided, however, that the holders of the 10% Preferred Stock shall have one-tenth of one (1/10 of 1) vote for each share held. Such rights shall terminate when all accumulated unpaid Cumulative Dividends to and including the last preceding Dividend Date shall have been declared and paid in full, but such rights shall be reinstated as aforesaid when and if twelve (12) quarterly payments of Cumulative Dividends shall again be unpaid.

        Section 2.5    Residual Rights.    All preferences, voting powers, qualifications, special or relative rights or privileges accruing to the outstanding shares of the corporation's capital stock not expressly provided for to the contrary in this Section 2 shall be vested on a share-for-share basis in the Common Stock and Class B Common Stock.

        FIFTH.    The name and mailing address of the sole incorporator is as follows:

Name


 

Address


Paul R. Rugo

 

Goodwin, Procter & Hoar
Exchange Place
Boston, Massachusetts 02109

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        SIXTH.    The names and mailing addresses of the persons who are to serve as directors until the first annual meeting of the stockholders or until the successor are elected and qualified are as follows:

Timothy P. Horne

 

94 Porter Road
Andover, MA 01810


Frederic B. Horne


 


940 Great Pond Road
North Andover, MA 01845


Robert T. McLaurin


 


Pleasant Street
Loudon, NH 03301


Charles W. Grigg


 


56 Damien Road
Wellesley Hills, MA 02181


Noah T. Herndon


 


60 Fernwood Road
Chestnut Hill, MA 02167


Alastair B. Martin


 


"The Belfry" Holly Branch Road
New York, NY


Paul Bancroft, III


 


249 E. 45th St., Apt. 20A
New York, NY 10017


John I. Wechsler


 


1641 3rd Avenue, Suite 28D
New York, NY 10028


Thomas N. Begel


 


Hunts Horse Farm
Province Line Road
Hopewell, NJ 08525

        SEVENTH.    Elections of directors need not be by written ballot unless the By-Laws of the corporation so provide.

        EIGHTH.    The Board of Directors, as well as the stockholders, may adopt, amend or repeal the By-Laws of the corporation, to the extent permitted by such By-Laws.

        NINTH.    The corporation is to have perpetual existence.

        TENTH.    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 outside of 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.

        ELEVENTH.    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 herein or by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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        I, the undersigned, being the sole incorporator, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of December, 1985.

 

/s/  PAUL R. RUGO      


Paul R. Rugo