the purpose of attaining or furthering any of its objects, to do any and all other acts and things, and to exercise any and all other powers which a copartnership or natural person could do and exercise, and which now or in the future may be authorized by law.

The Company shall have power to conduct its business in any of the States, Territories or Colonial Possessions of the United States, and in foreign countries, and to have one or more offices out of the State of _________, and to hold, purchase, mortgage and convey real and personal property, both in and out of the State of _________, for any of the purposes of its business.

Fourth. The total number of shares of stock which the Company shall have authority to issue is _________ of which _________ shares, without par value, are to be of a class designated "Preferred Stock" and _________ shares, without par value, are to be of a class designated "Common Stock."

The Preferred Stock may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not canceled of any and all such series shall not exceed the total number of shares of Preferred Stock authorized above, and with distinctive serial designations, all as shall in the future be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby vested in the Board of Directors. Each series of Preferred Stock (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional stock (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any outstanding stock of the Company; and (h) may have such other relative, participating, optional or other special rights, and qualifications, limitations or restrictions of those rights; all as shall be stated in the resolution or resolutions providing for the issue of the Preferred Stock.

Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes shall have the status of authorized and unissued shares of Preferred Stock of the same series 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 Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock.

Subject to the provisions of any applicable law, or of the Bylaws of the Company as from time to time amended, with respect to the closing of the transfer books or the fixing of a record date for the determination of shareholders entitled to vote and except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his or her name on the books of the Company. Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors. In the event of any liquidation, dissolution or winding up of the Company, whether

voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount for which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Company available for distribution to its shareholders.

Subject to the provisions of this Certificate of Incorporation and except as otherwise provided by law, the shares of stock of the Company, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

No holder of stock of the Company shall have any pre-emptive right with respect to stock of the Company.

Fifth. The names and places of residence of each of the incorporators are as follows:

Sixth. The Company is to have perpetual existence.

Seventh. The private property of the shareholders of the Company shall not be subject to the payment of corporate debts to any extent whatsoever.

Eighth. The directors of the Company shall be elected annually by the shareholders and shall hold office until the next annual meeting of shareholders and until their respective successors are duly elected.

The number of directors of the Company shall be fixed from time to time by, or in the manner provided in, its Bylaws and may be increased or decreased as there provided; but the number of directors shall not be less than three.

The Board of Directors shall have power to hold its meetings outside the State of _________ at such place as from time to time may be designated by the Bylaws or by resolution of the Board of Directors. The Bylaws may prescribe the number of directors necessary to constitute a quorum.

The capital of the Company may be increased from time to time by resolution of the Board of Directors directing that a portion of the net assets of the Company in excess of the amount already determined to be capital be transferred to capital account. Any and all shares of the Common Stock may be issued by the Company from time to time for such consideration as may be fixed from time to time by the Board of Directors.

Ninth. The Board of Directors shall have power, without stockholder action:

(1). To make Bylaws for the Company, and to amend, alter or repeal any Bylaws; but any Bylaws made by the directors may be altered, amended or repealed by the shareholders at any meeting, provided notice of the proposed alteration, amendment or repeal be included in the notice of that meeting.

(2). To remove at any time any officer, agent or employee of the Company, provided, however, that such power of removal may be conferred by the Bylaws or by the Board of Directors on any committee or officer.

(3). To fix and determine, and to vary the amount of, the working capital of the Company, and to determine the use or investment of any assets of the Company; to set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve

or reserves; and to declare and authorize payment of such dividends as it shall determine advisable and proper, subject to such restrictions as may be imposed by law.

(4). To authorize the purchase or other acquisition of shares of stock of the Company or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness.

(5). To determine whether and to what extent, at what times and places, and under what conditions and regulations, the accounts, books and documents of the Company, or any of them, shall be open to the inspection of the shareholders; and no shareholder shall have any right to inspect any account, book, record, or document of the Company, except as conferred by the laws of the State of _________ or as authorized by resolution adopted by the Board of Directors or by the shareholders of the Company entitled to vote in that regard.

(6). Except as otherwise prohibited by law, to determine the places within or without the State of _________ where any or all of the records of the Company shall be kept.

(7). To authorize the sale, lease or other disposition of any part or parts of the properties of the Company and to cease to conduct the business connected with those properties or again to resume the same, as it may deem best.

(8). To authorize the borrowing of money; the issuance of bonds, notes, debentures and other obligations or evidences of indebtedness of the Company, secured or unsecured, and the inclusion of provisions as to redeemability and convertibility into shares of stock of the Company or otherwise; and the mortgaging or pledging, as security for money borrowed or bonds, notes, debentures or other obligations issued by the Company, of any property of the Company, real or personal, then owned or in the future acquired by the Company.

The powers and authorities conferred by the Certificate upon the Board of Directors are in furtherance and not in limitation of those conferred by the laws of the State of _________. In addition to the powers and authorities expressly conferred upon it by this Certificate or by statute, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Company, subject, nevertheless, to the provisions of the laws of the State of _________, of this Certificate of Incorporation and of the Bylaws of the Company.

The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two (2) or more of the directors of the Company, which to the extent provided in that resolution or resolutions or in the Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it.

Subject to any limitation in the Bylaws, the members of the Board of Directors shall be entitled to reasonable fees, salaries or other compensation for their services, as determined from time to time by the Board of Directors, and to reimbursement for their expenses as such members. Nothing contained in this Certificate shall preclude any director from serving the Company or its subsidiaries or affiliates in any other capacity and receiving compensation for that service.

Tenth. The Company reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of _________ at the time in force may be added or inserted, in the manner now or in the future prescribed by law; and all rights, preferences and privileges of whatever nature conferred upon shareholders, directors or any other persons whomever by and pursuant to this Certificate of Incorporation in its present form or as in the future amended are granted subject to the right reserved in this Article Tenth.