**Exhibit 3.2**

**AMENDED AND RESTATEDBY-LAWS**

**OF**

**WATSON WYATT WORLDWIDE, INC.(Includes Changes Approved Through September 2006)**

**ARTICLE 1**

**STOCKHOLDERS**

Section 1.1             AnnualMeetings.  An annual meeting ofstockholders shall be held for the election of directors at such date, time andplace either within or without the State of Delaware designated by the Board ofDirectors from time to time.  Any otherbusiness properly brought before the meeting may be transacted at the annualmeeting.

Section 1.2             Special Meetings. Specialmeetings of stockholders may be called at any time by, and only by, thePresident or by the Board of Directors pursuant to a resolution adopted amajority of the members of the Board of Directors, to be held at such date,time and place either within or without the State of Delaware as is stated inthe notice of the meeting.

Section 1.3             Nominations and StockholderBusiness.

(a)           To properly be brought before anannual meeting of stockholders, nominations of persons for election to theBoard of Directors of the Corporation and the proposal of business to beconsidered by the stockholders at an annual meeting of stockholders must eitherbe (i) specified in the notice of meeting (or any supplement thereto)given by or at the direction of the Board of Directors (or any duly authorizedcommittee thereof), (ii) brought before the annual meeting by or at thedirection of the President, the Chairman of the Board of Directors or by voteof a majority of the full Board of Directors, or (iii)  brought before theannual meeting by any stockholder of the Corporation who is a stockholder ofrecord on the date of the giving of the notice provided for in Section 1.4, whois entitled to vote at the meeting and who complied with the notice proceduresset forth in this Section 1.3(b).

(b)           For nominations or other business tobe properly brought before an annual meeting by a stockholder under thisSection 1.3(a), the stockholder must have given timely notice thereof inwriting to the Secretary of the Corporation and such business must be a propersubject for stockholder action under the Delaware General Corporation Law (“theDGCL”).  To be timely, a stockholder’snotice must be delivered to the Secretary at the principal executive offices ofthe Corporation not less than 120 days prior to the first anniversary of thepreceding year’s annual meeting; provided, however, that if the date of theannual meeting is advanced by more than 40 days or delayed by more than 40 daysfrom such anniversary date, then notice by the stockholder to be timely must bedelivered not later than the close of business on the later of the 120th dayprior to the annual meeting or the 10th day following the day on which publicannouncement is first made of the date of the meeting.  Such stockholder’s notice must set forth 

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(i) as to each personwhom the stockholder proposes to nominate for election or reelection as adirector, all information relating to such person that is required to bedisclosed in solicitations of proxies for election of directors, or isotherwise required, in each case pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) (includingsuch person’s written consent to being named in the proxy statement as anominee and to serving as a director if elected); (ii) as to any other businessthat the stockholder proposes to bring before the meeting, a brief descriptionof the business desired to be brought before the meeting, the reasons forconducting such business at the meeting and any material interest in suchbusiness of such stockholder and the beneficial owner, if any, on whose behalfthe proposal is made; and (iii) as to the stockholder giving the notice and thebeneficial owners, if any, on whose behalf the nomination or proposal is made(A) the name and address of such stockholder, as they appear on the Corporation’sbooks, and of such beneficial owner, (B) the number of shares of theCorporation which are owned (beneficially or of record) by such stockholder andsuch beneficial owner, (C) a description of all arrangements or understandingsbetween such stockholder and such beneficial owner and any other person orpersons (including their names) in connection with the proposal of suchbusiness by such stockholder and any material interest of such stockholder andof such beneficial owner in such business, and (D) a representation that suchstockholder or its agent or designee intends to appear in person or by proxy atthe annual meeting to bring such business before the meeting.

(c)           Notwithstanding anything in thisSection 1.3 to the contrary, if the number of directors to be elected to theBoard of Directors of the Corporation is increased and there is no publicannouncement specifying the size of the increased Board of Directors made by theCorporation at least 120 days prior to the first anniversary of the precedingyear’s annual meeting, then a stockholder’s notice required by this Section1.3(b) will also be considered timely, but only with respect to nominees forany new positions created by such increase, if it is delivered to the Secretaryat the principal executive offices of the Corporation not later than the closeof business on the 10th day following the day on which such public announcementis first made by the Corporation.

(d)           Only such business may be conductedat a special meeting of stockholders as has been brought before the meetingpursuant to the Corporation’s notice of meeting.  Nominations of persons for election to theBoard of Directors may be made at a special meeting of stockholders at whichdirectors are to be elected pursuant to the Corporation’s notice of meeting (i)by or at the direction of the Board of Directors or (ii) by any stockholder ofthe Corporation who is a stockholder of record at the time of giving the noticerequired by Section 1.4, who is entitled to vote at the meeting and whocomplies with the notice procedures set forth in this Section 1.3.  Nominations by stockholders of persons forelection to the Board of Directors may be made at such a special meeting ofstockholders if the stockholder’s notice required by this Section 1.3 isdelivered to the Secretary at the principal executive offices of theCorporation not later than the close of business on the later of the 120th dayprior to such special meeting or the 10th day following the day on which publicannouncement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting.

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(e)           Only those persons who are nominatedin accordance with the procedures set forth in Section 1.3 will be eligible forelection as directors at any meeting of stockholders.  Only business brought before the meeting inaccordance with the procedures set forth in this Section 1.3 may be conductedat a meeting of stockholders.  Thechairman of the meeting has the power and duty to determine whether anomination or any business proposed to be brought before the meeting was madein accordance with the procedures set forth in this Section 1.3 and, if anyproposed nomination or business is not in compliance with this Section 1.3, todeclare that such defective proposal shall be disregarded.

(f)            For purposes of Section 1.3, “publicannouncement” shall include disclosure in a press release reported by the DowJones News Service, Associated Press, Business Wire, PR Newswire or comparablenational news service or in a document publicly filed by the Corporation withthe Securities and Exchange Commission pursuant to the Exchange Act.

(g)           Notwithstanding the foregoing provisionsof this Section 1.3, a stockholder shall also comply with all applicablerequirements of the Exchange Act and the rules and regulations thereunder withrespect to the matters set forth in this Section 1.3.  Nothing in this Section 1.3 shall be deemedto remove any obligation of stockholders to comply with the requirements ofRule 14a-8 under the Exchange Act with respect to proposals requested to beincluded in the Corporation’s proxy statement pursuant to said Rule 14a-8.

Section 1.4             Noticeof Meetings.  Whenever stockholdersare required or permitted to take any action at a meeting, a written notice ofthe meeting must be given, stating the place, date and hour of the meeting,and, in the case of a special meeting, the purpose or purposes for which themeeting is called.  Unless otherwiserequired by law, the written notice of any meeting shall be given not less thanten nor more than sixty days before the date of the meeting to each stockholderentitled to vote at such meeting.  Ifmailed, such notice shall be deemed to be given when deposited in the UnitedStates mail, postage prepaid, directed to the stockholder at such stockholder’saddress as it appears on the records of the Corporation.

Section 1.5             Adjournments.Any meeting of stockholders, annual or special, may be adjourned from time totime, to reconvene at the same or some other place, and notice need not begiven of any such adjourned meeting if the time and place thereof are announcedat the meeting at which the adjournment is taken.  At the adjourned meeting the Corporation maytransact any business which might have been transacted at the originalmeeting.  If the adjournment is for morethan thirty days, or if after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting must be given to eachstockholder of record entitled to vote at the meeting.

Section 1.6             Quorum.  At each meeting of stockholders, except whereotherwise required by law, the certificate of incorporation or these by-laws, theholders of a majority of the outstanding shares of stock entitled to vote on amatter at the meeting, present in person or represented by proxy, shallconstitute a quorum. For purposes of the foregoing, where a separate vote byclass or classes is required for any matter, the holders of a majority of theoutstanding shares of such class or classes, present in person or representedby proxy, shall constitute a quorum to take action with respect to that vote onthat matter.  Two or more classes orseries of stock shall be considered a single class if the holders of suchclasses or series of stock are entitled to vote together as a single class atthe meeting.  In the absence of a quorumof the holders of any class of stock entitled to vote on a matter, the meetingof such class may be adjourned from time to time in the manner provided bySections 1.4 and 1.6 of these by-laws until a quorum of such class is sopresent or represented.

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Section 1.7             Voting;Proxies.    Unless otherwise providedin the certificate of incorporation, each stockholder entitled to vote at anymeeting of stockholders is entitled to one vote for each share of stock held bysuch stockholder which has voting power upon the matter in question.  Each stockholder entitled to vote at ameeting of stockholders may authorize another person or persons to act for suchstockholder by proxy, but no such proxy shall be voted or acted upon afterthree years from its date, unless the proxy provides for a longer period.  A duly executed proxy will be irrevocable ifit states that it is irrevocable and if, and only as long as, it is coupledwith an interest sufficient in law to support an irrevocable power, regardlessof whether the interest with which it is coupled is an interest in the stockitself or an interest in the Corporation generally.  A stockholder may revoke any proxy which isnot irrevocable by attending the meeting and voting in person or by filing aninstrument in writing revoking the proxy or another duly executed proxy bearinga later date with the Secretary.  Votingat meetings of stockholders need not be by written ballot unless so directed bythe chairman of the meeting or the Board of Directors. Directors must beelected by a plurality of the votes of the shares present in person or representedby proxy at the meeting and entitled to vote on the election of directors.  In all other matters, unless otherwiserequired by law, the certificate of incorporation or these by-laws, theaffirmative vote of the holders of a majority of the shares present in personor represented by proxy at the meeting and entitled to vote on the subjectmatter will be the act of the stockholders. Where a separate vote by class orclasses is required, the affirmative vote of the holders of a majority (or, inthe case of an election of directors, a plurality) of the shares of such classor classes present in person or represented by proxy at the meeting shall bethe act of such class or classes, except as otherwise required by law, thecertificate of incorporation or these by-laws.

Section 1.8             Organization.  Meetings of stockholders shall be presidedover by the Chairman of the Board, if any, or in the absence of a Chairman ofthe Board, by the President or other person designated by the President.  The Secretary, or in the absence of theSecretary an Assistant Secretary or other person designated by the President,shall act as secretary of the meeting. The order of business at each such meeting shall be as determined by thechairman of the meeting.  The chairman ofthe meeting shall have the right and authority to adjourn a meeting ofstockholders without a vote of stockholders and to prescribe such rules,regulations and procedures and to do all such acts and things as are necessaryor desirable for the proper conduct of the meeting and are not inconsistentwith any rules or regulations adopted by the Board of Directors pursuant to theprovisions of the certificate of incorporation, including the establishment ofprocedures for the maintenance of order and safety, limitations on the timeallotted to questions or comments on the affairs of the Corporation,restrictions on entry to such meeting after the time prescribed for thecommencement thereof and the opening and closing of the voting polls for eachitem upon which a vote is to be taken.

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Section 1.9             Inspectors.  Prior to any meeting of stockholders, theBoard of Directors, Chairman of the Board, President or any other officerdesignated by the Board shall appoint one or more inspectors to act at suchmeeting and make a written report of the meeting.  If no inspector or alternate is able to actat the meeting of stockholders, the person presiding at the meeting shallappoint one or more inspectors to act at the meeting.  Each inspector, before entering upon thedischarge of his or her duties, must take and sign an oath faithfully toexecute the duties of inspector with strict impartiality and according to thebest of his or her ability.  Theinspectors shall ascertain the number of shares outstanding and the votingpower of each, determine the shares represented at the meeting and the validityof proxies and ballots, count all votes and ballots, determine and retain for areasonable period a record of the disposition of any challenges made to anydetermination by the inspectors and certify their determination of the numberof shares represented at the meeting and their count of all votes andballots.  The inspectors may appoint orretain other persons to assist them in the performance of their duties. Thedate and time of the opening and closing of the polls for each matter uponwhich the stockholders will vote at a meeting shall be announced at themeeting.  No ballot, proxy or vote, norany revocation thereof or change thereto, may be accepted by the inspectorsafter the closing of the polls.  Indetermining the validity and counting of proxies and ballots, the inspectorsshall be limited to an examination of the proxies, any envelopes submittedtherewith, any information provided by a stockholder who submits a proxy by telegram,cablegram or other electronic transmission from which it can be determined thatthe proxy was authorized by the stockholder, ballots and the regular books andrecords of the Corporation, and they may also consider other reliableinformation for the limited purpose of reconciling proxies and ballotssubmitted by or on behalf of banks, brokers, their nominees or similar personswhich represent more votes than the holder of a proxy is authorized by therecord owner to cast or more votes than the stockholder holds of record.

Section 1.10           FixingDate for Determining Stockholders of Record.  In order for the Corporation to determine thestockholders entitled to notice of or to vote at any meeting of stockholders orany adjournment of the meeting, the Board of Directors may fix a record date,which record date shall not precede the date upon which the resolution fixingthe record date is adopted by the Board of Directors, and which record datemust be no more than sixty nor less than ten days before the date of suchmeeting.  If no record date is fixed bythe Board of Directors, the record date for determining stockholders entitledto notice of or to vote at a meeting of stockholders shall be at the close ofbusiness on the day next preceding the day on which notice is given, or, ifnotice is waived, at the close of business on the day next preceding the day onwhich the meeting is held.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders will apply to any adjournment of the meeting, *provided* the Board of Directors may fix a new record datefor the adjourned meeting.  In order forthe Corporation to determine the stockholders entitled to receive payment ofany dividend or other distribution or allotment of any rights or thestockholders entitled to exercise any rights in respect of any change,conversion or exchange of stock, or for the purpose of any other lawful action,the Board of Directors may fix a record date, which record date may not precedethe date upon which the resolution fixing the record date is adopted, and whichrecord date must be no more than sixty days prior to the action for which arecord date is being established.  If norecord date is fixed, the record date for determining stockholders for any suchpurpose will be at the close of business on the day on which the Board ofDirectors adopts the related resolution.

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Section 1.11           Listof Stockholders Entitled to Vote. The Secretary will prepare and make, at least ten days before everymeeting of stockholders, a complete list of the stockholders entitled to voteat the meeting, arranged in alphabetical order, and showing the address of eachstockholder and the number of shares registered in the name of eachstockholder.  Such list will be open tothe examination of any stockholder, for any purpose germane to the meeting,during ordinary business hours, for a period of at least ten days prior to themeeting, either at a place within the city where the meeting is to be held,which place must be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held.  The list also must be produced and kept atthe time and place of the meeting during the whole time thereof and may beinspected by any stockholder who is present.

**ARTICLE 2**

**DIRECTORS**

## Section 2.1             Powers;Number; Qualifications.  The businessand affairs of the Corporation shall be managed by or under the direction ofthe Board of Directors, except as may be otherwise required by law or providedin the certificate of incorporation. The number of directors which shallconstitute the whole Board of Directors shall not be less than 7 nor more than25.  The exact number of directors of theCorporation and the number of directors in each class of directors shall befixed only by resolution of a majority of the members of the Board of Directorsfrom time to time.  If the holders of anyclass or classes of stock or series thereof are entitled by the certificate ofincorporation to elect one or more directors, the preceding sentence shall notapply to such directors, and the number of such directors shall be as providedin the terms of such stock.  Directorsneed not be stockholders.

Section 2.2. Election; Term of Office; Resignation;Removal; Vacancies.

(a)           At each annual meeting of the stockholders of theCorporation from and after the annual meeting of the stockholders to be held in2006, each director standing for election shall be elected to hold office for aterm expiring at the next annual meeting of stockholders, with such director tohold office until his or her successor is elected and qualified or until his orher earlier resignation or removal. Notwithstanding the foregoing, for any director who is an employee ofthe Corporation or any of its affiliates at the time of election to the Boardit is a qualification for service as a director that such director remain soemployed, so that the term of any such director automatically will terminateupon termination of such director’s employment with the Corporation or suchaffiliate for any reason, unless the Board, by majority of the members of theBoard of Directors, otherwise determines.

(b)           Anydirector may resign at any time upon written notice to the Board of Directorsor to the Chairman of the Board, if any, or the President.  Such resignation shall take effect at thetime specified in the notice of resignation, and unless otherwise specified inthe notice of resignation, no acceptance of such resignation is necessary tomake it effective.

(c)           Nodirector may be removed except as provided in the certificate of incorporationor as provided in Section 2.2(a) of these by-laws.

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(d)           Vacancies and newly created directorships resulting fromany increase in the authorized number of directors (other than any directorselected in the manner described in the next sentence) or from any other causeshall be filled by, and only by, a majority of the directors then in office,although less than a quorum, or by the sole remaining director. Whenever theholders of any class or classes of stock or series thereof are entitled by thecertificate of incorporation to elect one or more directors, vacancies andnewly created directorships of such class or classes or series may be filledby, and only by, a majority of the directors elected by such class or classesor series then in office, or by the sole remaining director so elected. Adirector elected to fill a vacancy shall be elected for the unexpired term ofhis or her predecessor in office and until his or her successor is elected andqualified or until his or her earlier resignation or removal.

Section 2.3             RegularMeetings.  Regular meetings of theBoard of Directors may be held at such places within or without the State ofDelaware and at such times as the Board may from time to time determine.

Section 2.4             SpecialMeetings. Special meetings of the Board of Directors may be held at anytime or place within or without the State of Delaware whenever called by aChairman of the Board, if any, by the President, or at the request in writingof a majority of the members of the Board of Directors.

## Section 2.5             Noticesof Board of Directors Meetings. Notice of any regular or special meeting, unless waived, must be givenby mail or facsimile or courier to each director at his address as the sameappears on the records of the Corporation not less than one (1) day prior tothe day on which such meeting is to be held if such notice is by facsimile orcourier, and not less than five (5) business days prior to the day on which themeeting is to be held if such notice is by mail.  If the Secretary fails or refuses to givesuch notice, then the notice may be given by the officer or any one of thedirectors making the call.  Any suchmeeting may be held at such place as the Board may fix from time to time or asmay be specified or fixed in such notice. Notice may be waived in writing by any director, either before or afterthe meeting.  Any meeting of the Board ofDirectors will be a legal meeting without any notice having been given, if allthe directors shall be present at the meeting, and no notice of a meeting isrequired to be given to any director who shall attend such meeting.

## Section 2.6             Quorumand Manner of Acting.  Except asotherwise provided in these by-laws, a majority of the members of the Board ofDirectors constitutes a quorum at any regular or special meeting of the Boardof Directors.  Except as otherwiseprovided by the Delaware General Corporation Law (“DGCL”), the certificate ofincorporation or by these by-laws, the act of a majority of the directorspresent at any meeting at which a quorum is present is the act of the Board ofDirectors.  In the absence of a quorum, amajority of the directors present may adjourn the meeting from time to timeuntil a quorum be had.  Notice of anyadjourned meeting need not be given.

Section 2.7             Participationin Meetings by Conference Telephone Permitted.  Members of the Board of Directors, or anycommittee designated by the Board, may participate in a meeting of the Board orof such committee, as the case may be, by means of conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other, and participation in a meeting pursuant tothis by-law shall constitute presence in person at such meeting.

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Section 2.8             Organization.  Meetings of the Board of Directors will bepresided over by a Chairman of the Board, if any, or in the absence of aChairman of the Board by the President, or in the absence of the President, bya chairman chosen at the meeting.  TheSecretary shall act as secretary of the meeting, but in the absence of theSecretary the chairman of the meeting may appoint any person to act assecretary of the meeting.

## Section 2.9             Committeesof Directors.  Any duly constitutedand authorized committee of the Board of Directors may exercise such powers ashave been delegated to it by the Board of Directors, without a meeting by theunanimous execution of an instrument in writing.  The Board of Directors may designate one ormore committees, each committee to consist of one or more of the directors ofthe Corporation which, to the extent provided by resolution of the Board ofDirectors, shall have and may exercise the powers of the Board of Directors inthe management of the business and affairs of the Corporation; but no suchcommittee shall have the power or authority in reference to the followingmatters:  (a) approving or adopting, orrecommending to the stockholders, any action or matter expressly required bythe DGCL to be submitted to stockholders for approval or (b) adopting,amending or repealing any by-laws of the Corporation.  Such committees shall have such name or namesas may be determined from time to time by resolution adopted by the Board ofDirectors and, when required by the Board, shall keep regular minutes of theirproceedings and report the same to the Board. Subject to legal or other requirements, Board committees may include oneor more persons who are not directors, *provided*that to the extent any such committee exercises powers of the Boardof Directors that have been specifically delegated to it, such committee shallact solely by vote of members of the committee who are also members of theBoard of Directors.

## Section 2.10           Compensationof Directors.  Directors who areemployees shall not receive any stated salary for their services as directors,but, pursuant to normal corporate expense reimbursement policies, shall receivereimbursement for expenses of attendance at such meetings; provided thatnothing herein contained may be construed to preclude any Director from servingthe Corporation in any other capacity and receiving compensation therefore.Directors who are not employees shall receive compensation for their servicesas directors, in such amounts as the Board of Directors from time to timedetermines.

**ARTICLE 3**

**OFFICERS**

## Section 3.1             OfficersDesignated.  The officers of theCorporation shall be elected by the Board of Directors at its annual meeting orany special meeting.  They may include aChairman of the Board and shall include a President, a Secretary, and suchother officers as the Board of Directors may determine.  One person may hold any two offices exceptthe offices of President and Secretary.

## Section 3.2             Tenureof Office.  The officers of the Corporationwill hold office until the next annual meeting of the Board of Directors anduntil their respective successors are elected and qualified, except (a) thatthe term of office of any officer who is an employee of the Corporationautomatically terminates upon termination of such officer’s employment by theCorporation for any reason and (b) in case of the officer’s prior resignation,death or removal.  The Board of Directorsalso may remove any officer at any time with or without cause by the vote of amajority of the members of the Board of Directors.  Additional officers appointed by thePresident in accordance with Section 3.4 may be removed by the President.

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## Section 3.3             Powersand Duties of Officers.  The officersof the Corporation will have such powers and duties in the management of theCorporation as may be prescribed by the Board of Directors or delegated by thePresident and, to the extent not so provided, as generally pertain to theirrespective offices, subject to the control of the Board of Directors.

## Section 3.4             AdditionalOfficers.  The President of theCorporation may appoint such Assistant Vice Presidents, Assistant Secretaries,Assistant Treasurers, or other Officers, and such agents as the President maydetermine, to hold office for such period, and with such authority and toperform such duties as the President from time to time determines.

## Section 3.5             Resignations.  Any officer may resign at any time by givingwritten notice to the Board of Directors or to the President or the Secretaryof the Corporation.  Any such resignationwill take effect at the time specified in the notice of resignation.  Unless otherwise specified in the notice ofresignation, the acceptance of such resignation shall not be necessary to makeit effective.

## Section 3.6             Vacancies.  A vacancy in the office of President orSecretary for any reason must be filled. A vacancy in any other office may be filled.  Any vacancy which is filled will be filledfor the unexpired portion of the term in the same manner in which an officer tofill said office may be chosen pursuant to Sections 3.1, 3.2 and 3.4.

**ARTICLE 4**

**SHARES OF STOCK**

Section 4.1.            Certificates;Uncertificated Shares.

(a)           Theshares of Class A Common Stock of the Corporation shall be represented bycertificates.

(b)           TheBoard of Directors of the Corporation may provide by resolution or resolutionsfrom time to time that some or all of any or all classes or series of its stockshall be uncertificated shares, *provided*anysuch resolution shall not apply to any such shares represented by a certificatepreviously issued until such certificate is surrendered to theCorporation.  Notwithstanding theadoption of such a resolution or resolutions by the Board of Directors of the Corporation,every holder of stock represented by certificates, and upon request everyholder of uncertificated shares, shall be entitled to have a certificate signedby or in the name of the Corporation by a Chairman of the Board or thePresident, and by the Treasurer, Secretary or Assistant Secretary, representingthe number of shares of stock in the Corporation owned by such holder. If suchcertificate is manually signed by one officer or manually countersigned by atransfer agent or by a registrar, any other signature on the certificate may bea facsimile.

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(c)           Incase any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate ceases to be such officer,transfer agent or registrar before such certificate is issued, it may be issuedby the Corporation with the same effect as if such person were such officer,transfer agent or registrar at the date of issue.

(d)           Certificatesrepresenting shares of stock of the Corporation may bear such legends regardingrestrictions on transfer or other matters as any officer or officers of theCorporation may determine to be appropriate and lawful.

(e)           Ifthe Corporation is authorized to issue more than one class of stock or morethan one series of any class, the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications or restrictions of such preferencesand/or rights must be set forth in full or summarized on the face or back ofthe certificate which the Corporation issues to represent such class or seriesof stock, *provided*that, except as otherwiserequired by law, in lieu of the foregoing requirements, there may be set forthon the face or back of the certificate which the Corporation issues to representsuch class or series of stock a statement that the Corporation will furnishwithout charge to each stockholder who so requests the powers, designations,preferences and relative, participating, optional or other special rights ofsuch class or series of stock and the qualifications, limitations orrestrictions of such preferences and/or rights. Within a reasonable period of time after the issuance or transfer ofuncertificated shares of any class or series of stock, the Corporation willsend to the registered owner of such shares a written notice containing theinformation required by law to be set forth or stated on certificatesrepresenting shares of such class or series or a statement that the Corporationwill furnish without charge to each stockholder who so requests the powers,designations, preferences and relative, participating, optional or otherspecial rights of such class or series and the qualifications, limitations orrestrictions of such preferences and/or rights.

(f)            Exceptas otherwise expressly provided by law, the rights and obligations of theholders of uncertificated shares and the rights and obligations of the holdersof certificates representing stock of the same class and series shall beidentical.

Section 4.2             Lost,Stolen or Destroyed Stock Certificates; Issuance of New Certificates.  The Corporation may issue a new certificateof stock in the place of any certificate previously issued by it, alleged tohave been lost, stolen or destroyed.  TheCorporation may require the owner of the lost, stolen or destroyed certificate,or such owner’s legal representative, to give the Corporation a bond sufficientto indemnify it against any claim that may be made against it on account of thealleged loss, theft or destruction of any such certificate or the issuance ofsuch new certificate.

**ARTICLE 5**

**MISCELLANEOUSPROVISIONS**

Section 5.1             FiscalYear.  The fiscal year of theCorporation will be determined by the Board of Directors.

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Section 5.2             Waiverof Notice of Meetings of Stockholders, Directors and Committees. Whenevernotice is required to be given by law or under any provision of the certificateof incorporation or these by-laws, a written waiver thereof, signed by theperson entitled to notice, whether before or after the time stated therein, isdeemed equivalent to notice.  Attendanceof a person at a meeting constitutes a waiver of notice of such meeting, exceptwhen the person attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the stockholders, directors or members of acommittee of directors need be specified in any written waiver of notice unlessso required by the certificate of incorporation or these by-laws.

## Section 5.3             Facsimiles.  Any copy, facsimile telecommunication orother reliable reproduction of a writing, transmission or signature may besubstituted or used in lieu of the original writing, transmission or signaturefor any and all purposes for which the original writing, transmission orsignature could be used, provided that such copy, facsimile telecommunicationor other reproduction shall be a complete reproduction of the entire originalwriting, transmission or signature, as the case may be.

## Section 5.4             Booksand Records.  The books of theCorporation may be kept (subject to any provision contained in the DGCL) withinor without the State of Delaware at such place or places as may be designatedfrom time to time by the Board of Directors.

Section 5.5             Formof Records. Any records maintained by the Corporation in the regular courseof its business, including its stock ledger, books of account and minute books,may be kept on, or be in the form of, magnetic tape, photographs,microphotographs or any other information storage device, provided that therecords so kept can be converted into clearly legible form within a reasonabletime. The Corporation shall so convert any records so kept upon the request ofany person entitled to inspect the same.

## Section 5.6             Depositories.  The Board of Directors, the Chairman of theBoard, if any, the President, and such other officers as may be delegatedauthority by the Board of Directors or one of the foregoing officers, and eachof them, may designate the banks, trust companies, or other depositories inwhich shall be deposited from time to time, the money or securities of theCorporation.  In the case of adesignation by the aforementioned officers, any such designation shall requirethe approval of two of such officers, one of whom shall be the Treasurer or theVice President and Chief Financial Officer.

## Section 5.7             Checks,Drafts, Notes, etc.  All checks,drafts or other orders for the payment of money and all notes or otherevidences of indebtedness issued in the name of the Corporation shall be signedby such officer or officers or agent or agents as from time to time isdesignated by the Board of Directors or by any two of the Chairman of theBoard, if any, the President, and the Chief Financial Officer, or one of theforegoing officers and another officer elected by the Board of Directors.

## Section 5.8             Contracts,etc.,  How Executed.  The Board of Directors may authorize anyofficer, agent or agents, to enter into any contract or execute and deliver anyinstrument in the name and on behalf of the Corporation, and such authority maybe general or confined to specific instances.

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## Section 5.9             Stockin Other Corporations.  Any shares ofstock in any other corporation which may from time to time be held by theCorporation may be represented and voted at any meeting of stockholders of suchother corporation by the President, the Treasurer or the Secretary of theCorporation or by any other person or persons thereunto authorized by the Boardof Directors or designated by the President, or by any proxy designated bywritten instrument of appointment executed in the name of this Corporation byits President or by such officers as may be designated by him and attested bythe Secretary or Assistant Secretary.

## Section 5.10           Indemnification.

## (a)           Each person who wasor is a party or is threatened to be made a party to or is involved in anyaction, suit or proceeding or alternative dispute resolution procedure, whethercivil, criminal, administrative or investigative (hereinafter a “proceeding”),by reason of the fact that he or she, or a person of whom he or she is thelegal representative, is or was a director or officer of the Corporation or isor was a director or officer serving at the request of the Corporation as adirector, manager, officer, partner, trustee, employee or agent of anothercorporation or of a partnership, limited liability company, joint venture,trust or other enterprise, including service with respect to employee benefitplans, shall be indemnified and held harmless by the Corporation to the fullestextent authorized by the laws of Delaware as the same now or may hereafterexist (but, in the case of any change, only to the extent that such changeauthorizes the Corporation to provide broader indemnification rights than saidlaw permitted the Corporation to provide prior to such change) against allcosts, charges, expenses, liabilities and losses (including attorneys’ fees,judgments, fines, ERISA excise taxes or penalties and amounts paid or to bepaid in settlement) reasonably incurred or suffered by such person inconnection therewith and such indemnification shall continue as to a person whohas ceased to be a director or officer and shall inure to the benefit of his orher heirs, executors and administrators. Until such time as there has been a final judgment to the contrary, aperson shall be presumed to be entitled to be indemnified under this Section5.10(a).  The right to indemnificationconferred in this Section shall be a contract right and shall include the rightto be paid by the Corporation the expenses incurred in defending any suchproceeding in advance of its final disposition upon receipt by the Corporation ofan undertaking, by or on behalf of such director or officer, to repay allamounts so advanced if it shall ultimately be determined that the director orofficer is not entitled to be indemnified under this Section or otherwise.  The Corporation may, by action of its Boardof Directors, provide indemnification to employees and agents of theCorporation with the same scope and effect as the foregoing indemnification ofdirectors and officers.  Notwithstandinganything contained in this Section 5.10, except for proceedings to enforcerights provided in this Section 5.10, the Corporation shall not be obligatedunder this Section 5.10 to provide any indemnification or any payment orreimbursement of expenses to any director, officer or other person in connectionwith a proceeding (or part thereof) initiated by such person (which shall notinclude counterclaims or crossclaims initiated by others) unless the Board ofDirectors has authorized or consented to such proceeding (or part thereof) in aresolution adopted by the Board

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### (b)           If a claim undersubsection (a) of this Section is not paid in full by the Corporation withinthirty days after a written claim has been received by the Corporation theclaimant may at any time thereafter bring suit against the Corporation torecover the unpaid amount of the claim and, if successful in whole or in part,the claimant shall also be entitled to be paid the expense of prosecuting suchclaim.  It shall be a defense to anyaction (other than an action brought to enforce a claim for expenses incurredin defending any proceeding in advance of its final disposition where therequired undertaking has been tendered to the Corporation) that the claimanthas failed to meet a standard of conduct which makes it permissible toindemnify the claimant for the amount claimed, but the burden of proving suchdefense shall be on the Corporation. Neither the failure of the Corporation (including its Board ofDirectors, independent legal counsel, or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is permissible in the circumstances because he or she has met suchstandard of conduct, nor an actual determination by the Corporation (includingits Board of Directors, independent legal counsel, or its stockholders) thatthe claimant has not met such standard of conduct, nor the termination of anyproceeding by judgment, order, settlement, conviction or upon a plea of nolocontendere or its equivalent, shall be a defense to the action or create apresumption that the claimant has failed to meet the required standard ofconduct.

### (c)           The right toindemnification and the payment of expenses incurred in defending a proceedingin advance of its final disposition conferred in this Section shall not beexclusive of any other right which any person may have or hereafter acquireunder any statute, provision of the Certificate of Incorporation, by-laws,agreement, vote of stockholders or disinterested directors or otherwise.

### (d)           The Corporation maymaintain insurance, at its expense, to protect itself and any director,manager, officer, partner, trustee, employee or agent of the Corporation oranother corporation, partnership, limited liability company, joint venture,trust or other enterprise against any expense, liability or loss, whether ornot the Corporation would have the power to indemnify such person against suchexpense, liability or loss under Delaware law.

### (e)           To the extent thatany director, officer, employee or agent of the Corporation is by reason ofsuch position, or a position with another entity at the request of theCorporation, a witness in any proceeding, he or she shall be indemnifiedagainst all costs and expenses actually and reasonably incurred by him or heror on his or her behalf in connection therewith.

### (f)            Notwithstanding anyamendment of this section which may have been approved by the stockholders,this section may be added to, altered, amended or repealed pursuant to Section5.11 of these by-laws.

### (g)           Any amendment,repeal or modification of any provision of this Section by the stockholders orthe directors of the Corporation shall not adversely affect any right orprotection of a director or officer of the Corporation existing at the time ofsuch amendment, repeal or modification.

Section 5.11           Amendmentof By-Laws.  These by-laws may beamended, modified or repealed, and new by-laws may be adopted at any time, bythe Board of Directors.  Stockholders ofthe Corporation may adopt additional by-laws and amend, modify or repeal anyby-law whether or not adopted by them, but only in accordance with Article 6 ofthe certificate of incorporation.

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