(A Delaware corporation)
AS AMENDED THROUGH FEBRUARY 22, 2008
Section 1. Registered Office . The registered office of the Corporation in the State of Delaware shall be at
1209 Orange Street, City of Wilmington, County of New Castle, Delaware. The name of the resident agent in
charge thereof shall be The Corporation Trust Company.
Section 2. Other Offices . The Corporation may also have offices at such other places, within or without the
State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings . Meetings of stockholders may be held at such place, within or without the State
of Delaware, as the Board of Directors or the officer calling the same shall designate.
Section 2. Annual Meeting . An annual meeting of the stockholders of the Corporation for the election of
directors by written ballot and for the transaction of such other business as may properly come before the
meeting shall be held at such time and on such day of each year as shall be designated by the Board of Directors,
the Chairman of the Board, the President or the Secretary.
Section 3. Notice of Stockholder Nominations of Directors . Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of the Corporation, except as may be
otherwise provided in the Restated Certificate of Incorporation of the Corporation. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of stockholders (a) by or at the direction
of the Board of Directors (or any duly authorized Committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this
Section 3 and on the record date for the determination of stockh