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stockholders for the election of directors, to remove from office such directors, to fill any <br />vacancy caused by the resignation or death of such directors and to fill any vacancy <br />caused by the removal of such directors." <br />FIFTH: Pursuant to Section 242 of the General Corporation Law of the State of <br />Delaware, this Certificate of Amendment amends and restates the reference in Article IV.I3 <br />Section 5(b)(iii) of the Corporation's Amended and Restated Certificate of Incorporation to the <br />term "Series E Director" by making such term plural, to read: "Series E Directors ". <br />SIXTH: The foregoing Certificate of Amendment has been duly adopted by the <br />Corporation's Board of Directors and stockholders in accordance with the applicable provisions <br />of Sections 228 and 242 of the General Corporation Law of the State of Delaware. <br />