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<br />ARTICLE] 1. <br />INDEI\INIFlCA TlO:'l <br /> <br />The Corporation shall indemnify any person, and the estate and personal representative of any such person, <br />against all liability and expense (including attorneys' fees) incurred by reason of the fact that such person is or was a <br />director of the Corporation or, while serving as a director of the Corporation, is or was serving at the request of the <br />Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or <br />fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. <br />Indemnity under the foregoing provision shall be to the fullest extent pennitted by applicable law in effect at the time <br />the liability or expense is incurred or to the fullest extent pennitted.by applicable law in effect at the time such liability <br />is enforced or such expense is paid, whichever extent provides more benefit to the person. The Corporation shall also <br />indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, <br />and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution <br />of the shareholders or directors. contract, or otherwise, so long as such provision is legally permissible. <br /> <br />ARTICLE ]2. <br />PERPETUAL DURATION <br /> <br />The Corporation shall have perpetual duration subject to dissolution as provided by law. <br /> <br />These Amended and Restated Articles of Incorporation contain amendments adopted by the all of the <br />shareholders of the Company constituting a vote that was sufficient for approval all of the shareholders, constituting the <br />only voting group of the Company. <br /> <br />Dated: ~ (? .2000. <br />t7 ' <br /> <br /> <br />pzc-Aniclcs. wpd <br />