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Amendment as of November 3, 2011
SECTION 2.  Number and Term of Holding Office.  Subject to the rights, if
any, of holders of preferred stock of the Corporation, the number of
directors which shall constitute the whole Board shall consist of not less
than three nor more than ten members, with the exact number of directors
initially to be equal to six and thereafter to be fixed by the Board from
time to time by a majority of the whole Board.  The Board shall, by
resolution passed by a majority of the Board, designate the directors to
serve as initial Class I, Class II and Class III directors upon filing of
the Certificate of Incorporation with the Secretary of State of the State
of Delaware.  Except as provided in Section 4 of this Article III,
directors shall be elected by a plurality of the votes cast at annual
meetings of stockholders, and each director so elected shall hold office
as provided by Article VIII of the Certificate of Incorporation.  None of
the directors need be stockholders of the Corporation. Other than William
Hoover and Ralph Reins, directors may not stand for re-election after
reaching age 70.