EXHIBIT (3i)(b)
CERTIFICATE OF AMENDMENT
OF
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
ZAYRE CORP.
* * * * *
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
We, Arthur F. Loewy, Executive Vice President-Finance, and
Jay H. Meltzer, Assistant Secretary, of ZAYRE CORP. (the
"Corporation"), a corporation organized and existing under the
laws of the State of Delaware, do hereby certify under the seal
of the Corporation as follows:
1. The Second Restated Certificate of Incorporation of the Corporation is hereby amended by striking out the
first paragraph of Article Fourth as it now exists and inserting a new first paragraph of Article Fourth, in lieu and
instead thereof, to read as follows:
"FOURTH: The total number of shares of capital stock of all classes which this Corporation shall have authority
to issue shall be one hundred fifty-five million (155,000,000) shares, consisting of one hundred fifty million
(150,000,000) shares of Common Stock of the par value of one dollar ($1.00) per share, amounting in the
aggregate to one hundred fifty million dollars ($150,000,000), and five million (5,000,000) shares of Preferred
Stock of the par value of one dollar ($1.00) per share, amounting in the aggregate to five million dollars
($5,000,000)."
2. The Board of Directors of the Corporation at a meeting held on April 11, 1986 recommended that the
foregoing amendment be adopted by the stockholders and the foregoing amendment has been duly adopted by
the vote of a majority of the shares of outstanding Common Stock of the Corporation entitled to vote thereon at
the Annual Meeting of Stockholders of the Corporation held on June 3, 1986.
IN WITNESS WHEREOF, we have hereunto set our hands and the seal of the Corporation this 3rd day of
June, 1986.
(Corporate Seal)
/s/ A. F. Loewy
Arthur F. Loewy
Executive Vice President-Finance
Attest: /s/ Jay H. Meltzer
Assistant Secretary