EXHIBIT 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          WESTLAKE CHEMICAL CORPORATION

                  FIRST: The name of the Corporation is Westlake Chemical
Corporation (hereinafter, the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is The Corporation Trust Center, 1209
Orange Street, City of Wilmington, County of New Castle, Zip Code 19801, and the
name of the registered agent of the Corporation at such address is The
Corporation Trust Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "DGCL").

                  FOURTH: The aggregate number of shares of capital stock that
the Corporation shall have authority to issue is 200,000,000 (Two Hundred
Million), of which 150,000,000 (One Hundred Fifty Million) shares are classified
as common stock, par value $0.01 per share ("Common Stock"), and 50,000,000
(Fifty Million) shares are classified as preferred stock, par value $0.01 per
share ("Preferred Stock").

                  The Corporation may issue shares of any class or series of its
capital stock from time to time for such consideration and for such corporate
purposes as the Board of Directors of the Corporation (the "Board of Directors")
may from time to time determine.

                  The following is a statement of the powers, preferences and
rights, and the qualifications, limitations or restrictions, of the Preferred
Stock and the Common Stock:

                           DIVISION A. PREFERRED STOCK

                  The shares of Preferred Stock may be divided into and issued
in one or more series, the relative rights, powers and preferences of which
series may vary in any and all respects. The Board of Directors is expressly
vested with the authority to fix, by resolution or resolutions adopted prior to
and providing for the issuance of any shares of each particular series of
Preferred Stock and incorporate in a certificate of designations filed with the
Secretary of State of the State of Delaware, the designations, powers,
preferences, rights, qualifications, limitations and restrictions thereof, of
the shares of each series of Preferred Stock, to the extent not provided for in
this Amended and Restated Certificate of Incorporation, and with the authority
to increase or decrease the number of shares within each such series; provided,
however, that the Board of Directors may not decrease the number of shares
within a series of Preferred Stock below the number of shares within such series
that is then outstanding. The authority of the Board of Directors with respect
to fixing the designations, powers, preferences,





rights, qualifications, limitations and restrictions of each such series of
Preferred Stock shall include, but not be limited to, determination of the
following:

                  (1) the distinctive designation and number of shares of that
series;

                  (2) the rate of dividends (or the method of calculation
thereof) payable with respect to shares of that series, the dates, terms and
other conditions upon which such dividends shall be payable, and the relative
rights of priority of such dividends to dividends payable on any other class or
series of capital stock of the Corporation;

                  (3) the nature of the dividend payable with respect to shares
of that series as cumulative, noncumulative or partially cumulative, and if
cumulative or partially cumulative, from which date or dates and under what
circumstances;

                  (4) whether shares of that series shall be subject to
redemption, and, if made subject to redemption, the times, prices, rates,
adjustments and other terms and conditions of such redemption (including the
manner of selecting shares of that series for redemption if fewer than all
shares of such series are to be redeemed);

                  (5) the rights of the holders of shares of that series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation (which rights may be different if such action is voluntary than if
it is involuntary), including the relative rights of priority in such event as
to the rights of the holders of any other class or series of capital stock of
the Corporation;

                  (6) the terms, amounts and other conditions of any sinking or
similar purchase or other fund provided for the purchase or redemption of shares
of that series;

                  (7) whether shares of that series shall be convertible into or
exchangeable for shares of capital stock or other securities of the Corporation
or of any other corporation or entity, and, if provision be made for conversion
or exchange, the times, prices, rates, adjustments, and other terms and
conditions of such conversion or exchange;

                  (8) the extent, if any, to which the holders of shares of that
series shall be entitled (in addition to any voting rights required by law) to
vote as a class or otherwise with respect to the election of directors or
otherwise;

                  (9) the restrictions and conditions, if any, upon the issue or
reissue of any additional Preferred Stock ranking on a parity with or prior to
shares of that series as to dividends or upon liquidation, dissolution or
winding up;

                  (10) any other repurchase obligations of the Corporation,
subject to any limitations of applicable law; and

                  (11) any other designations, powers, preferences, rights,
qualifications, limitations or restrictions of shares of that series.



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                  Any of the designations, powers, preferences, rights,
qualifications, limitations or restrictions of any series of Preferred Stock may
be dependent on facts ascertainable outside this Amended and Restated
Certificate of Incorporation, or outside the resolution or resolutions providing
for the issue of such series of Preferred Stock adopted by the Board of
Directors pursuant to authority expressly vested in it by this Amended and
Restated Certificate of Incorporation. Except as applicable law or this Amended
and Restated Certificate of Incorporation otherwise may require, the terms of
any series of Preferred Stock may be amended without consent of the holders of
any other series of Preferred Stock or any class of capital stock of the
Corporation.

                  The relative powers, preferences and rights of each series of
Preferred Stock in relation to the powers, preferences and rights of each other
series of Preferred Stock shall, in each case, be as fixed from time to time by
the Board of Directors in the resolution or resolutions adopted pursuant to the
authority granted in this Division A of this Article FOURTH, and the consent, by
class or series vote or otherwise, of holders of Preferred Stock of such series
of Preferred Stock as are from time to time outstanding shall not be required
for the issuance by the Board of Directors of any other series of Preferred
Stock, whether or not the powers, preferences and rights of such other series
shall be fixed by the Board of Directors as senior to, or on a parity with, the
powers, preferences and rights of such outstanding series, or any of them;
provided, however, that the Board of Directors may provide in such resolution or
resolutions adopted with respect to any series of Preferred Stock that the
consent of holders of at least a majority (or such greater proportion as shall
be therein fixed) of the outstanding shares of such series voting thereon shall
be required for the issuance of shares of any or all other series of Preferred
Stock.

                  Shares of any series of Preferred Stock shall have no voting
rights except as required by law or as provided in the relative powers,
preferences and rights of such series.

                            DIVISION B. COMMON STOCK

                  1. Dividends. Dividends may be paid on the Common Stock, as
the Board of Directors shall from time to time determine, out of any assets of
the Corporation available for such dividends after full cumulative dividends on
all outstanding shares of capital stock of all series ranking senior to the
Common Stock in respect of dividends and liquidation rights (referred to in this
Division B as "stock ranking senior to the Common Stock") have been paid, or
declared and a sum sufficient for the payment thereof set apart, for all past
quarterly dividend periods, and after or concurrently with making payment of or
provision for dividends on the stock ranking senior to the Common Stock for the
then current quarterly dividend period.

                  2. Distribution of Assets. In the event of any liquidation,
dissolution or winding up of the Corporation, or any reduction or decrease of
its capital stock resulting in a distribution of assets to the holders of the
Common Stock, after there shall have been paid to or set aside for the holders
of the stock ranking senior to the Common Stock the full preferential amounts to
which they are respectively entitled, the holders of the Common Stock shall be
entitled to receive, pro rata, all of the remaining assets of the Corporation
available for distribution to its stockholders. The Board of Directors may
distribute in kind to the holders of the Common Stock such remaining assets of
the Corporation, or may sell, transfer or otherwise



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dispose of all or any of the remaining property and assets of the Corporation to
any other corporation or other purchaser and receive payment therefor wholly or
partly in cash or property, and/or in stock of any such corporation, and/or in
obligations of such corporation or other purchaser, and may sell all or any part
of the consideration received therefor and distribute the same or the proceeds
thereof to the holders of the Common Stock.

                  3. Voting Rights. Subject to the voting rights expressly
conferred under prescribed conditions upon the stock ranking senior to the
Common Stock, the holders of the Common Stock shall exclusively possess full
voting power for the election of directors and for all other purposes.

   DIVISION C. OTHER PROVISIONS APPLICABLE TO THE CORPORATION'S CAPITAL STOCK

                  1. Preemptive Rights. No holder of any stock of the
Corporation shall be entitled as of right to purchase or subscribe for any part
of any unissued or treasury stock of the Corporation, or of any additional stock
of any class, to be issued by reason of any increase of the authorized capital
stock of the Corporation, or to be issued from any unissued or additionally
authorized stock, or of bonds, certificates of indebtedness, debentures or other
securities convertible into stock of the Corporation, but any such unissued or
treasury stock, or any such additional authorized issue of new stock or
securities convertible into stock, may be issued and disposed of by the Board of
Directors to such persons, firms, corporations or associations, and upon such
terms as the Board of Directors may, in its discretion, determine, without
offering to the stockholders then of record, or any class of stockholders, any
thereof, on the same terms or any terms.

                  2. Votes Per Share. Any holder of Common Stock of the
Corporation having the right to vote at any meeting of the stockholders or of
any class or series thereof, shall be entitled to one vote for each share of
stock held by him, provided that no holder of Common Stock shall be entitled to
cumulate his votes for the election of one or more directors or for any other
purpose.

                  FIFTH: (a) Directors. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. In addition to the authority and powers conferred on the Board of
Directors by the DGCL or by the other provisions of this Amended and Restated
Certificate of Incorporation, the Board of Directors is authorized and empowered
to exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation, subject to the provisions of the DGCL, this Amended
and Restated Certificate of Incorporation and the Bylaws of the Corporation;
provided, however, that no Bylaws hereafter adopted, or any amendments thereto,
shall invalidate any prior act of the Board of Directors that would have been
valid if such Bylaws or amendment had not been adopted.

                           (b) Number, Election and Terms of Directors. The
number of directors that shall constitute the whole Board of Directors shall be
fixed from time to time by a majority of the directors then in office, subject
to an increase in the number of directors by reason of any provisions contained
in or established pursuant to Article FOURTH, but in any event shall not be less
than one nor more than 11, plus that number of directors who may be



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elected by the holders of any one or more series of Preferred Stock voting
separately as a class pursuant to the provisions applicable in the case or
arrearages in the payment of dividends or other defaults contained in this
Amended and Restated Certificate of Incorporation or the Board of Directors'
resolution providing for the establishment of any series of Preferred Stock. The
directors, other than those who may be elected by the holders of any series of
Preferred Stock, shall be divided into three classes: Class I, Class II and
Class III. Each director shall serve for a term ending on the third annual
meeting of stockholders following the annual meeting of stockholders at which
that director was elected; provided, however, that the directors first
designated as Class I directors shall serve for a term expiring at the annual
meeting of stockholders next following the date of their designation as Class I
directors, the directors first designated as Class II directors shall serve for
a term expiring at the second annual meeting of stockholders next following the
date of their designation as Class II directors, and the directors first
designated as Class III directors shall serve for a term expiring at the third
annual meeting of stockholders next following the date of their designation as
Class III directors. Each director shall hold office until the annual meeting of
stockholders at which that director's term expires and, the foregoing
notwithstanding, shall serve until his successor shall have been duly elected
and qualified or until his earlier death, resignation or removal.

                  At each annual election, the directors chosen to succeed those
whose terms then expire shall be of the same class as the directors they
succeed, unless, by reason of any intervening changes in the authorized number
of directors, the Board of Directors shall have designated one or more
directorships whose term then expires as directorships of another class in order
to more nearly achieve equality of number of directors among the classes.

                  In the event of any change in the authorized number of
directors, each director then continuing to serve as such shall nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his earlier death, resignation or removal. The Board of
Directors shall specify the class to which a newly created directorship shall be
allocated.

                  Election of directors need not be by written ballot unless the
Bylaws of the Corporation so provide.

                           (c) Removal of Directors. No director of the
Corporation may be removed from office as a director by vote or other action of
the stockholders or otherwise except for cause, and then only by the affirmative
vote of the holders of at least a majority of the voting power of all
outstanding shares of capital stock of the Corporation generally entitled to
vote in the election of directors, voting together as a single class. Except as
applicable law otherwise provides, cause for the removal of a director shall be
deemed to exist only if the director whose removal is proposed: (i) has been
convicted, or has been granted immunity to testify in any proceeding in which
another has been convicted, of a felony by a court of competent jurisdiction and
that conviction is no longer subject to direct appeal; (ii) has been found to
have been negligent or guilty of misconduct in the performance of his duties to
the Corporation in any matter of substantial importance to the Corporation by
(A) the affirmative vote of at least eighty percent (80%) of the directors then
in office at any meeting of the Board of Directors called for



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that purpose or (B) a court of competent jurisdiction; or (iii) has been
adjudicated by a court of competent jurisdiction to be mentally incompetent,
which mental incompetency directly affects his ability to serve as a director of
the Corporation. Notwithstanding the foregoing, whenever holders of outstanding
shares of one or more series of Preferred Stock are entitled to elect members of
the Board of Directors voting separately as a class pursuant to the provisions
applicable in the case of arrearages in the payment of dividends or other
defaults contained in this Amended and Restated Certificate of Incorporation or
the Board of Directors' resolution providing for the establishment of any series
of Preferred Stock, any such director of the Corporation so elected may be
removed in accordance with the provisions of this Amended and Restated
Certificate of Incorporation or that Board of Directors' resolution. The
foregoing provisions are subject to the terms of any series of Preferred Stock
with respect to the directors to be elected solely by the holders of such series
of Preferred Stock.

                           (d) Vacancies. Except as a Board of Directors'
resolution providing for the establishment of any series of Preferred Stock may
provide otherwise, newly created directorships resulting from any increase in
the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, removal, disqualification or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until that director's
successor shall have been elected and qualified or until his earlier death,
resignation or removal. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director. The
foregoing provisions are subject to the terms of any Preferred Stock with
respect to the directors to be elected solely by the holders of such Preferred
Stock.

                           (e) Amendment of this Article FIFTH. In addition to
any other affirmative vote required by applicable law, this Article FIFTH may
not be amended, modified or repealed except by the affirmative vote of the
holders of at least seventy-five percent (75%) of the voting power of all
outstanding shares of capital stock of the Corporation generally entitled to
vote in the election of directors, voting together as a single class.

                  SIXTH: (a) Action by Written Consent; Special Meetings. No
action required to be taken or that may be taken at any annual or special
meeting of the stockholders of the Corporation may be taken without a meeting,
and the power of the stockholders of the Corporation to consent in writing to
the taking of any action by written consent without a meeting is specifically
denied, unless such action without a meeting is taken by unanimous written
consent. Unless otherwise provided by the DGCL, by this Amended and Restated
Certificate of Incorporation or by any provisions established pursuant to
Article FOURTH hereof with respect to the rights of holders of one or more
outstanding series of Preferred Stock, special meetings of the stockholders of
the Corporation may be called at any time only by the Chairman of the Board of
Directors, if there is one, or by the Board of Directors pursuant to a
resolution approved by the affirmative vote of at least a majority of the
members of the Board of Directors, and no such special meeting may be called by
any other person or persons.



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                           (b) Amendment of this Article SIXTH. In addition to
any other affirmative vote required by applicable law, this Article SIXTH may
not be amended, modified or repealed except by the affirmative vote of the
holders of at least seventy-five percent (75%) of the voting power of all
outstanding shares of capital stock of the Corporation generally entitled to
vote in the election of directors, voting together as a single class.

                  SEVENTH: No director of the Corporation shall be personally
liable to the Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director of the Corporation; provided, however,
that this Article SEVENTH shall not eliminate or limit the liability of such a
director (1) for any breach of such director's duty of loyalty to the
Corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the DGCL, as the same exists or as such provision may hereafter
be amended, supplemented or replaced, or (4) for any transactions from which
such director derived an improper personal benefit. If the DGCL is amended after
the filing of this Amended and Restated Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by such law, as so amended. Any repeal
or modification of this Article SEVENTH by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of such
repeal or modification.

                  EIGHTH: (a) Certain Acknowledgments. In recognition and
anticipation (i) that the TTWF Persons may serve as directors and/or officers of
the Corporation, (ii) that the TTWF Persons may engage and are expected to
continue to engage in the same, similar or related lines of business as those in
which the Corporation Persons, directly or indirectly, may engage and/or other
business activities, in each case that may overlap with or compete with those in
which the Corporation Persons, directly or indirectly, may engage, and that the
TTWF Persons may compete with the Corporation Persons in any of such business
lines and/or business activities, (iii) that the TTWF Persons may have an
interest in the same areas of corporate opportunity as the Corporation Persons,
(iv) that the TTWF Persons may engage in material business transactions with the
Corporation Persons, and (v) that, as a consequence of the foregoing, it is in
the best interests of the Corporation that the respective rights and duties of
the Corporation and of the TTWF Persons, and the duties of any directors,
officers or employees of the Corporation who are also TTWF Persons, be
determined and delineated in respect of any transactions between, or
opportunities that may be suitable for both, the Corporation Persons, on the one
hand, and the TTWF Persons, on the other hand, and in recognition of the
benefits to be derived by the Corporation through its continual contractual,
corporate and business relations with the TTWF Persons (including possible
service of TTWF Persons as officers, directors and employees of the
Corporation), the provisions of this Article EIGHTH shall to the fullest extent
permitted by law regulate and define the conduct of certain of the businesses
and affairs of the Corporation in relation to the TTWF Persons and the conduct
of certain affairs of the Corporation as they may involve the TTWF Persons and
their officers, directors, employees and equity owners, and the power, rights,
duties and liabilities of the Corporation and its officers, directors, employees
and stockholders in connection therewith. Any person purchasing or



                                       7


otherwise acquiring any shares of capital stock of the Corporation, or any
interest therein, shall be deemed to have notice of and to have consented to the
provisions of this Article EIGHTH.

                           (b) Certain Agreements and Transactions Permitted;
Certain Fiduciary Duties of Certain Stockholders, Directors and Officers. The
Corporation may from time to time enter into and perform, and cause or permit
any Corporation Person to enter into and perform, one or more agreements (or
modifications or supplements to pre-existing agreements) with any TTWF Person
pursuant to which the Corporation Person, on the one hand, and the TTWF Person,
on the other hand, agree to engage in transactions of any kind or nature with
each other and/or agree to compete, or to refrain from competing or to limit or
restrict their competition, with each other, including to allocate and to cause
their respective directors, officers and employees (including any who are
directors, officers or employees of both) to allocate opportunities between or
to refer opportunities to each other. Subject to paragraph (d) of this Article
EIGHTH, no such agreement, or the performance thereof by any Corporation Person
or TTWF Person (or the grant or refusal to grant waivers thereunder) shall to
the fullest extent permitted by law be considered contrary to (i) any fiduciary
duty that the TTWF Persons may owe to any Corporation Person or to any
stockholder or other owner of an equity interest in any Corporation Person by
reason of a TTWF Person being a controlling or significant stockholder of any
Corporation Person or participating in the control of any Corporation Person or
(ii) any fiduciary duty of any director, officer or employee of any Corporation
Person who is also a TTWF Person to a Corporation Person, or to any stockholder
thereof. Subject to paragraph (d) of this Article EIGHTH, to the fullest extent
permitted by law, no TTWF Person, as a stockholder of any Corporation Person, or
participant in control of any Corporation Person, shall have or be under any
fiduciary duty to refrain from entering into any agreement or participating in
any transaction referred to above, and no director, officer or employee of the
Corporation who is also a TTWF Person shall have or be under any fiduciary duty
to any Corporation Person to refrain from acting on behalf of the Corporation
Persons or of the TTWF Persons in respect of any such agreement or transaction
or performing any such agreement in accordance with its terms.

                           (c) Similar Activities or Lines of Business. Except
as otherwise agreed in writing between the Corporation and TTWF, the TTWF
Persons shall to the fullest extent permitted by law have no duty to refrain
from (i) engaging in the same or similar activities or lines of business as the
Corporation Persons and (ii) doing business with any client, customer or vendor
of the Corporation Persons, and no TTWF Person (except as provided in paragraph
(d) of this Article EIGHTH) shall to the fullest extent permitted by law be
deemed to have breached its or his fiduciary duties, if any, to the Corporation
by reason of the TTWF Person's engaging in any such activity. In the event that
the TTWF Persons acquire knowledge of a potential transaction or matter which
may be a corporate opportunity for both the Corporation Persons and the TTWF
Persons, the TTWF Persons shall to the fullest extent permitted by law have
fully satisfied and fulfilled their fiduciary duty with respect to such
corporate opportunity, and the Corporation to the fullest extent permitted by
law renounces its interest in such business opportunity and waives any claim
that such business opportunity constituted a corporate opportunity that should
have been presented to the Corporation Persons, if the TTWF Persons act in a
manner consistent with the following policy: a corporate opportunity offered to
a TTWF Person shall belong to the TTWF Persons, unless such opportunity was
expressly offered in



                                       8


writing to the TTWF Person solely in its capacity as a stockholder, officer,
director or employee of the Corporation (the "Corporate Opportunity Policy"). In
the case of any corporate opportunity in which the Corporation has renounced its
interest in the previous sentence, the TTWF Persons shall to the fullest extent
permitted by law not be liable to the Corporation or its stockholders for breach
of any fiduciary duty as a stockholder of the Corporation by reason of the fact
that the TTWF Person acquires or seeks such corporate opportunity for itself,
directs such corporate opportunity to another person or entity, or otherwise
does not communicate information regarding such corporate opportunity to the
Corporation.

                           (d) Duties of Directors, Officers and Employees of
the Corporation. In the event that a director, officer or employee of the
Corporation who is also a TTWF Person acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for both the
Corporation Persons and the TTWF Persons, such director, officer or employee
shall to the fullest extent permitted by law have fully satisfied and fulfilled
his fiduciary duty with respect to such corporate opportunity, and the
Corporation to the fullest extent permitted by law renounces its interest in
such business opportunity and waives any claim that such business opportunity
constituted a corporate opportunity that should have been presented to the
Corporation Persons, if such director, officer or employee acts in a manner
consistent with the Corporate Opportunity Policy. In the case of any corporate
opportunity in which the Corporation has renounced its interest in the previous
sentence, such director, officer or employee shall to the fullest extent
permitted by law not be liable to the Corporation or its stockholders for breach
of any fiduciary duty as a director, officer or employee of the Corporation by
reason of the fact that a TTWF Person acquires or seeks such corporate
opportunity for itself, directs such corporate opportunity to another person or
entity, or otherwise does not communicate information regarding such corporate
opportunity to the Corporation.

                           (e) Certain Definitions. For purposes of this Article
EIGHTH, "TTWF Persons" shall mean TTWF LP, a Delaware limited partnership, or
any successor thereof ("TTWF"), any partner thereof, any person or entity that
is controlled by TTWF, controls TTWF or is under common control with TTWF (other
than the Corporation and any entity that is controlled by the Corporation) and
any director, officer, employee or equity owner of any of the foregoing
entities; and "Corporation Persons" shall mean the Corporation and any entities
controlled by the Corporation.

                           (f) Amendment of This Article EIGHTH. In no event
shall any amendment of this Article EIGHTH subject any TTWF Person or any
director, officer or employee of the Corporation to liability for any act or
omission occurring prior to such amendment for which such person would be deemed
not to be liable under this Article EIGHTH prior to such amendment.

                  NINTH: The Board of Directors is expressly empowered to adopt,
amend or repeal the Bylaws of the Corporation. The Bylaws may be amended, in
whole or in part, and new Bylaws may be adopted (i) by action of the Board of
Directors; provided, however, that any proposed alteration, amendment or repeal
of, or the adoption of any Bylaw inconsistent with, Section 3, 9, 10 or 11 of
Article II of the Bylaws, Section 2, 4, 7, 10 or 11 of Article III of the
Bylaws, Article V of the Bylaws or Section 1 of Article VII of the Bylaws, by
the Board of



                                       9


Directors shall require the affirmative vote of not less than 75% of all
directors then in office at a regular or special meeting of the Board of
Directors called for that purpose; or (ii) by the affirmative vote of the shares
representing not less than 75% of the voting power of all outstanding shares of
capital stock of the Corporation generally entitled to vote in the election of
directors, voting together as a single class; provided, that in the case of any
such stockholder action at a meeting of stockholders, notice of the proposed
alteration, amendment, repeal or adoption of the new Bylaw or Bylaws must be
contained in the notice of such meeting. In addition to any other affirmative
vote required by applicable law, this Article NINTH may not be amended, modified
or repealed except by the affirmative vote of the holders of at least
seventy-five percent (75%) of the voting power of all outstanding shares of
capital stock of the Corporation generally entitled to vote in the election of
directors, voting together as a single class.

                  TENTH: Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of the DGCL, order a meeting of the creditors or
class of creditors, and/or the stockholders or a class of stockholders of the
Corporation as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agrees to any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which said application has
been made, be binding on all of the creditors or class of creditors, and/or the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

                           ELEVENTH: The Corporation has elected not to be
governed by Section 203 of the DGCL.





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