DuPont 2012 Annual Report Download - page 108

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or repealed by the stockholders at any annual meeting, or at any special meeting, provided notice of such proposed alteration or
repeal be included in the notice of the meeting.
(j) With the written assent, without a meeting of the holders of two-thirds of its stock, or pursuant to the affirmative vote, in person or
by proxy, at any meeting called as provided in the By-laws, of the holders of two-thirds of its stock, issued and outstanding, the
Board of Directors may sell, convey, assign, transfer or otherwise dispose of, the property, assets, rights and privileges of the
corporation as an entirety, for such consideration and on such terms as they may determine.
Ninth: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If the General
Corporation Law of Delaware is amended after approval by the stockholders of this article to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the full extent
permitted by the General Corporation Law of Delaware, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of
a director of the corporation existing at the time of such repeal or modification.
4. This Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with Section 245 of the General
Corporation Law of the State of Delaware.
5. This Restated Certificate of Incorporation shall be effective at 5:00 p.m. Eastern Daylight Time on May 29, 1997.
IN WITNESS WHEREOF, said E. I. du Pont de Nemours and Company has caused this certificate to be signed by Howard J. Rudge, its
Senior Vice President and General Counsel, and attested by Louise B. Lancaster, its Secretary, this 29 th day of May, 1997.
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Howard J. Rudge
Senior Vice President and General Counsel
ATTEST:
By: /s/ Louise B. Lancaster
Secretary
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