**Exhibit 3.2**

**AMENDED AND RESTATED BY-LAWS**

**OF**

**BEACON POWER CORPORATION**

**(as amended through April 18, 2007)**

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**TABLE OFCONTENTS**
|           | ** **                                           | ** ** | **Page** |
|-----------|------------------------------------------------------|------------|----------|
|      |                                                 |       |     |
| Article 1 | STOCKHOLDERS                                         |       | 1        |
|      |                                                 |       |     |
| 1.1       | PLACE OF MEETINGS                                    |       | 1        |
| 1.2       | ANNUAL MEETING                                       |       | 1        |
| 1.3       | SPECIAL MEETINGS                                     |       | 1        |
| 1.4       | NOTICE OF MEETINGS                                   |       | 1        |
| 1.5       | VOTING, LIST                                         |       | 2        |
| 1.6       | QUORUM                                               |       | 2        |
| 1.7       | ADJOURNMENTS                                         |       | 2        |
| 1.8       | VOTING AND PROXIES                                   |       | 2        |
| 1.9       | ACTION AT MEETING                                    |       | 2        |
| 1.10      | ACTION WITHOUT MEETING                               |       | 2        |
|      |                                                 |       |     |
| Article 2 | DIRECTORS                                            |       | 2        |
|      |                                                 |       |     |
| 2.1       | GENERAL POWERS                                       |       | 2        |
| 2.2       | NUMBER: NOMINATION, ELECTION AND QUALIFICATION       |       | 2        |
| 2.3       | ENLARGEMENT OF THE BOARD                             |       | 3        |
| 2.4       | TENURE                                               |       | 3        |
| 2.5       | VACANCIES                                            |       | 3        |
| 2.6       | RESIGNATION                                          |       | 3        |
| 2.7       | REGULAR MEETINGS                                     |       | 3        |
| 2.8       | SPECIAL MEETINGS                                     |       | 4        |
| 2.9       | NOTICE OF SPECIAL MEETINGS                           |       | 4        |
| 2.10      | MEETINGS BY TELEPHONE CONFERENCE CALLS               |       | 4        |
| 2.11      | QUORUM                                               |       | 4        |
| 2.12      | ACTION AT MEETING                                    |       | 4        |
| 2.13      | ACTION BY CONSENT                                    |       | 4        |
| 2.14      | REMOVAL                                              |       | 4        |
| 2.15      | COMMITTEES                                           |       | 4        |
| 2.16      | COMPENSATION OF DIRECTORS                            |       | 4        |
|      |                                                 |       |     |
| Article 3 | OFFICERS                                             |       | 5        |
|      |                                                 |       |     |
| 3.1       | ENUMERATION                                          |       | 5        |
| 3.2       | ELECTION                                             |       | 5        |
| 3.3       | QUALIFICATION                                        |       | 5        |
| 3.4       | TENURE                                               |       | 5        |
| 3.5       | RESIGNATION AND REMOVAL                              |       | 5        |
| 3.6       | VACANCIES                                            |       | 5        |
| 3.7       | CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD |       | 5        |

 

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|           | ** **                             | ** ** | **Page** |
|-----------|----------------------------------------|------------|----------|
|      |                                   |       |     |
| 3.8       | PRESIDENT                              |       | 5        |
| 3.9       | VICE PRESIDENTS                        |       | 5        |
| 3.10      | SECRETARY AND ASSISTANT SECRETARIES    |       | 5        |
| 3.11      | TREASURER AND ASSISTANT TREASURERS     |       | 6        |
| 3.12      | SALARIES                               |       | 6        |
|      |                                   |       |     |
| Article 4 | CAPITAL STOCK                          |       | 6        |
|      |                                   |       |     |
| 4.1       | ISSUANCE OF STOCK                      |       | 6        |
| 4.2       | CERTIFICATES OF STOCK                  |       | 6        |
| 4.3       | TRANSFERS                              |       | 7        |
| 4.4       | LOST, STOLEN OR DESTROYED CERTIFICATES |       | 7        |
| 4.5       | RECORD DATE                            |       | 7        |
|      |                                   |       |     |
| Article 5 | GENERAL PROVISIONS                     |       | 7        |
|      |                                   |       |     |
| 5.1       | FISCAL YEAR                            |       | 7        |
| 5.2       | CORPORATE SEAL                         |       | 7        |
| 5.3       | WAIVER OF NOTICE                       |       | 7        |
| 5.4       | VOTING OF SECURITIES                   |       | 7        |
| 5.5       | EVIDENCE OF AUTHORITY                  |       | 7        |
| 5.6       | CERTIFICATE OF INCORPORATION           |       | 8        |
| 5.7       | TRANSACTIONS WITH INTERESTED PARTIES   |       | 8        |
| 5.8       | SEVERABILITY                           |       | 8        |
| 5.9       | PRONOUNS                               |       | 8        |
|      |                                   |       |     |
| Article 6 | AMENDMENTS                             |       | 8        |
|      |                                   |       |     |
| 6.1       | BY THE BOARD OF DIRECTORS              |       | 8        |
| 6.2       | BY THE STOCKHOLDERS                    |       | 8        |

 

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**AMENDED AND RESTATED BY-LAWS**

**OF**

**BEACON POWER CORPORATION**

**(as amended through April 18, 2007)**

**ARTICLE 1-** **STOCKHOLDERS**

1.1   PLACE OF MEETINGS.   All meetings of stockholders shall be heldat such place within or without the State of Delaware as may be designated fromtime to time by the Board of Directors or the President or, if not sodesignated, at the registered office-of the corporation.

1.2   ANNUAL MEETING.   The annual meeting of stockholders for theelection of directors and for the transaction of such other business as mayproperly be brought before the meeting shall be held on a date to be fixed bythe Board of Directors or the President (which date shall not be a legalholiday in the place where the meeting is to be held) at the time and place tobe fixed by the Board of Directors or the President and stated in the notice ofthe meeting.  To be properly broughtbefore an annual meeting, business must be (i) specified in the notice of suchmeeting (or any supplement thereto) given by or at the direction of the Boardof Directors of the corporation, (ii) otherwise properly brought before suchmeeting by or at the direction of the Board of Directors of the corporation, or(iii) otherwise properly brought before such meeting by a stockholder of thecorporation in accordance with the Certificate of Incorporation.  For business to be properly brought before anannual meeting by a stockholder of the corporation, such stockholder must havegiven timely notice thereof in writing to the Secretary of the corporation.  To be timely, such stockholder’s notice mustbe delivered either by personal delivery or by registered or certified mail,return receipt requested, to the delivery or by registered or certified mail,return receipt requested, to the principal executive offices of the corporation(addressed to the Secretary) not later than ninety (90) calendar days prior tothe anniversary date of the release of the corporation’s proxy statement to itsstockholders in connection with the preceding year’s annual meeting of itsstockholders, except that if no annual meeting of its stockholders was held inthe previous year or the date of the annual meeting of its stockholders hasbeen changed by more than thirty (30) calendar days from the anniversary of theannual meeting of its stockholders stated in the previous year’s proxystatement, a proposal of a stockholder of the corporation shall be received bythe corporation a reasonable time before the solicitation is made.  Such stockholder’s notice shall set forth, asto each matter such stockholder proposes to bring before an annual meeting, (i)a brief description of the business desired to be brought before such annualmeeting and the reasons for conducting such business at the annual meeting,(ii) a representation that such stockholder is a holder of record of stock ofthe corporation entitled to vote with respect to such business and that suchstockholder intends to appear in person or by proxy at the annual meeting tomove the consideration of such business, (iii) the name and address, as theyappear on the corporation’s books, of the stockholder proposing such business,(iv) the class and number of shares of stock of the corporation which arebeneficially owned by such stockholder, and (v) any interest of suchstockholder in such business. Notwithstanding anything in the Certificate of Incorporation to thecontrary, no business shall be conducted at an annual meeting except inaccordance with these procedures.  TheChairman of an annual meeting may refuse to acknowledge a motion to considerany business that he/she determines was not made in compliance with theforegoing procedures and if he/she should so determine and declare to suchmeeting, then any such business not properly brought before such meeting shallnot be transacted.  If no annual meetingis held in accordance with the foregoing provisions, the Board of Directorsshall cause the meeting to be held as soon thereafter as convenient.  If no annual meeting is held in accordancewith the foregoing provisions, a special meeting may be held in lieu of theannual meeting, and any action taken at that special meeting shall have thesame effect as if it had been taken, at the annual meeting, and in such caseall references in these Amended and Restated By-laws to the annual meeting ofthe stockholders shall be deemed to refer to such special meeting.

1.3   SPECIAL MEETINGS.  Special meetings of stockholders may becalled at any time by the President or by the Board of Directors.  Business transacted at any special meeting ofstockholders shall be limited to matters relating to the purpose or purposesstated in the notice of meeting.

1.4   NOTICE OF MEETINGS.  Except as otherwise provided by law, writtennotice of each meeting of stockholders, whether annual or special, shall begiven not less than 10 nor more than 60 days before the date of the meeting toeach stockholder entitled to vote at such meeting.  The notices of all meetings shall state theplace, date and hour of the meeting.  Thenotice of a special meeting shall state, in addition, the purpose or purposesfor which the meeting is called.  Ifmailed, notice is given when deposited in the United States mail, postageprepaid, directed to the stockholder at his address as it appears on therecords of the corporation.

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1.5   VOTING, LIST. The officer who has charge of the stock ledger of the corporation shallprepare, at least 10 days before every meeting of stockholders, a complete listof the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period ofat least 10 days prior to the meeting, at a place within the city where themeeting is to be held.  The list shallalso be produced and kept at the time and place of the meeting during the wholetime of the meeting, and may be inspected by any stockholder who is present.

1.6    QUORUM. Except as otherwise provided by law, the Certificate of Incorporation orthese Amended and Restated By-laws, the holders of a majority of the shares ofthe capital stock of the corporation issued and outstanding and entitled tovote at the meeting, present in person or represented by proxy, shallconstitute a quorum for the transaction of business.

1.7   ADJOURNMENTS.  Any meeting of stockholders may be adjournedto any other time and to any other place at which a meeting of stockholders maybe held under these Amended and Restated By-laws by the stockholders present orrepresented at the meeting and entitled to vote, although less than a quorum,or, if no stockholder is present, by any officer entitled to preside at or to actas Secretary of such meeting.  It shallnot be necessary to notify any stockholder of any adjournment of less than 30days if the time and place of the adjourned meeting are announced at themeeting at which adjournment is taken, unless after the adjournment a newrecord date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any businesswhich might have been transacted at the original meeting.

1.8   VOTING AND PROXIES.  Each stockholder shall have one vote for eachshare of stock entitled to vote held of record by such stockholder and aproportionate vote for each fractional share so held, unless otherwise providedin the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders,or to express consent or dissent to corporate action in writing without ameeting, may vote or express such consent or dissent in person or may authorizeanother person or persons to vote or act for him by written proxy executed bythe stockholder or his authorized agent and delivered to the Secretary of thecorporation.  No such proxy shall bevoted or acted upon after three years from the date of its execution, unlessthe proxy expressly provides for a longer period.

1.9   ACTION AT MEETING.  When a quorum is present at any meeting, theholders of shares of stock representing a majority of the votes cast on amatter (or if there are two or more classes of stock entitled to vote asseparate classes, then in the case of each such class, the holders of shares ofstock of that class representing a majority of the votes cast on a matter)shall decide any matter to be voted upon by the stockholders at such meeting,except when a different vote is required by express provision of law, theCertificate of Incorporation or these Amended and Restated By-laws.  When a quorum is present at any meeting, anyelection by stockholders shall be determined by a plurality of the votes caston the election.

1.10         ACTION WITHOUT MEETING.  Any action required or permitted to be takenat any annual or special meeting of stockholders of the corporation may betaken without a meeting, without prior notice and without a vote, if a consentin writing, setting forth the action so taken, is signed by the holders ofoutstanding stock having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all sharesentitled to vote on such action were present and voted.  Prompt notice of the taking of corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing.

**ARTICLE 2 -** **DIRECTORS**

2.1   GENERAL POWERS.  The business and affairs of the corporationshall be managed by or under the direction of a Board of Directors, who mayexercise all of the powers of the corporation except as otherwise provided bylaw or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors,except as otherwise provided by law, may exercise the powers of the full Boarduntil the vacancy is filled.

2.2   NUMBER: NOMINATION, ELECTION ANDQUALIFICATION.  The number of directorswhich shall constitute the whole Board of Directors shall be determined byresolution of the stockholders or the Board of Directors, but in no event shallbe less than one.  The number ofdirectors may be decreased at any time and from time to time either by thestockholders or by a majority of the directors then in office, but only toeliminate vacancies existing by reason of the death, resignation, removal orexpiration of the term of one of more directors.  Nomination of persons for election to theBoard of Directors of the corporation may be made at a meeting of stockholdersof the corporation (i) by or at the direction of the Board of Directors of thecorporation or any nominating or similar 

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committeethereof, or (ii) by any stockholder of the corporation entitled to vote for theelection of directors of the corporation at such meeting who complies with thenotice procedures set forth in herein. Such nominations, other than those made by or at the direction of theBoard of Directors of the corporation or any nominating or similar committeethereof, shall be made pursuant to timely notice in writing to the Secretary ofthe corporation.

To be timely, a stockholder’s notice shall be delivered either bypersonal delivery or by registered or certified mail, return receipt requested,to the principal executive offices of the corporation (addressed to the Secretary)not later than ninety (90) calendar days prior to the anniversary date of therelease of the corporation’s proxy statement to its stockholders in connectionwith the preceding year’s annual meeting of its stockholders, except that if noannual meeting of its stockholders was held in the previous year or the date ofthe annual meeting of its stockholders has been changed by more than thirty(30) calendar days from the anniversary of the annual meeting of itsstockholders stated in the previous year’s proxy statement, a proposal of astockholder of the corporation shall be received by the corporation areasonable time before the solicitation is made.  Such stockholder’s notice shall set forth (i)as to each person whom such stockholder proposes to nominate for election orre-election as a director of the corporation (A) the name, age, businessaddress and residence address of such nominee, (B) the principal occupation oremployment of such nominee, (C) the class and number of shares of the corporation,if any, which are beneficially owned by such nominee, (D) a description of allarrangements or understandings between such stockholder and each nominee andany other person or persons (naming such person or persons) pursuant to whichsuch nomination is made by such stockholder, and (E) any other informationrelating to such nominee that is required to be disclosed in solicitations ofproxies for election of directors, or as otherwise required, in each case,pursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (including, without limitation, such nominee’s written consent to beingnamed in the proxy statement as a nominee and to serving as a director of thecorporation if elected); and (ii) as to such stockholder (A) the name andaddress, as they appear on the corporation’s books, of such stockholder, (B) arepresentation that such stockholder is a holder of record of stock of thecorporation entitled to vote at such meeting and that such stockholder intendsto appear in person or by proxy at such meeting to nominate the person orpersons specified in such notice, and (C) the class and number of shares ofstock of the corporation which are beneficially owned by such stockholder.  At the request of the Board of Directors ofthe corporation, any person nominated by the Board of Directors of thecorporation for election as a director of the corporation shall furnish to theSecretary of the corporation that information required to be set forth in astockholder’s notice of nomination, as provided above, which pertains to suchnominee.  No person shall be eligible forelection as a director of the corporation unless nominated in accordance withthe procedures set forth herein.  TheChairman of the meeting may refuse to acknowledge a motion to consider anynominee as a director of the corporation that he/she determines was not made incompliance with the foregoing procedures and if he/she should so determine anddeclare to such meeting then the defective nomination shall be disregarded.  The directors shall be elected at the annualmeeting of stockholders by such stockholders as have the right to vote on suchelection.

Any director who is elected to the Board of Directors shall be electedfor a term of office to expire at the first succeeding annual meeting ofstockholders of the corporation after his or her election and shall hold officeuntil his or her successor shall have been duly elected and qualified.  If authorized by a resolution of the Board ofDirectors, directors may be elected to fill any vacancy on the Board regardlessof how such vacancy shall have been created. Directors need not be stockholdersof the corporation.

2.3   ENLARGEMENT OF THE BOARD.  The number of directors may be increased atany time and from time to time by the stockholders or by a majority of thedirectors then in office.

2.4   TENURE. Each director shall hold office until the next annual meeting and untilhis successor is elected and qualified, or until his earlier death, resignationor removal.

2.5   VACANCIES. Unless and until filled by the stockholders, any vacancy in the Board ofDirectors, however occurring, including a vacancy resulting from an enlargementof the Board of Directors, may be filled by vote of a majority of the directorsthen in office, although less than a quorum, or by a sole remainingdirector.  A director elected to fill avacancy shall be elected for the unexpired term of his predecessor in office,and a director chosen to fill a position resulting from an increase in thenumber of directors shall hold office until the next annual meeting ofstockholders and until his successor is elected and qualified, or until hisearlier death, resignation or removal.

2.6   RESIGNATION. Any director may resign by delivering his written resignation to the corporationat its principal office or to the President or Secretary.  Such resignation shall be effective uponreceipt unless it is specified to be effective at some other time or upon thehappening of some other event.

2.7   REGULAR MEETINGS.  Regular meetings of the Board of Directorsmay be held without notice at such time and place, either within or without theState of Delaware, as shall be determined from time to time by the Board ofDirectors; provided that any director who is absent when such a determinationis made shall be given notice of 

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thedetermination.  A regular meeting of theBoard of Directors may be held without notice immediately after and at the sameplace as the annual meeting of stockholders.

2.8   SPECIAL MEETINGS.  Special meetings of the Board of Directorsmay be held at any time and place, within or without the State of Delaware,designated in a call by (a) the Chairman of the Board, (b) the President, (c) amajority of the Directors acting by vote or by written instrument or instrumentssigned by them, or (d) by the Secretary, or in case of the death, absence,incapacity or refusal of the Secretary, by any other officer, upon writtenapplication of stockholders holding at least sixty-six and two-thirds percent(66 2/3%) of the issued and outstanding voting stock.  Such call shall state the time, place andpurposes of the meeting.  The businesstransacted at such special meeting shall be limited to the purpose for which itwas called except as otherwise determined by the Board of Directors of thecorporation or the chairman of the meeting.

2.9   NOTICE OF SPECIAL MEETINGS.  Notice of any special meeting of directorsshall be given to each director by the Secretary or by the officer or one ofthe directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to suchdirector in person or by telephone at least 48 hours in advance of the meeting,(ii) by sending a telegram or facsimile, or delivering written notice by hand,to his last known business or home address at least 48 hours in advance of themeeting, or (iii) by mailing written notice to his last known business or homeaddress at least 72 hours in advance of the meeting.  A notice or waiver of notice of a meeting ofthe Board of Directors need not specify the purposes of the meeting.

2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS.  Directors or any members of any committeedesignated by the directors may participate in a meeting of the Board ofDirectors or such committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation by such means shall constitutepresence in person at such meeting.

2.11 QUORUM. A majority of the total number of the whole Board of Directors shallconstitute a quorum at all meetings of the Board of Directors.  In the event one or more of the directorsshall be disqualified to vote at any meeting, then the required quorum shall bereduced by one for each such director so disqualified; provided, however, thatin no case shall less than one-third (1/3) of the number so fixed constitute aquorum.  In the absence of a quorum atany such meeting, a majority of the directors present may adjourn the meetingfrom time to time without further notice other than announcement at themeeting, until a quorum shall be present.

2.12 ACTION AT MEETING.  At any meeting of the Board of Directors atwhich a quorum is present, the vote of a majority of those present shall besufficient to take any action, unless a different vote is specified by law, theCertificate of Incorporation or these Amended and Restated By-laws.

2.13 ACTION BY CONSENT.  Any action required or permitted to be takenat any meeting of the Board of Directors or of any committee of the Board ofDirectors may be taken without a meeting, if all members of the Board orcommittee, as the case may be, consent to the action in writing, and thewritten consents are filed with the minutes of proceedings of the Board ofDirectors or committee.

2.14 REMOVAL. Except as otherwise provided by the General Corporation Law of Delaware,any one or more or all of the directors may be removed, with or without cause,by the holders of a majority of the shares then entitled to vote at an electionof directors, except that the directors elected by the holders of a particularclass or series of stock may be removed without cause only by vote of theholders of a majority of the outstanding shares of such class or series.

2.15 COMMITTEES. The Board of Directors may designate one or more committees, eachcommittee to consist of one or more of the directors of the corporation.  The Board of Directors may designate one ormore directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee.  In the absence or disqualification of amember of a committee, the member or members of the committee present at anymeeting and not disqualified from voting, whether or not he or they constitutea quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided inthe resolution of the Board of Directors and subject to the provisions of theGeneral Corporation Law of the State of Delaware, shall have and may exerciseall the powers and authority of the Board of Directors in the management of thebusiness and affairs of the corporation and may authorize the seal of thecorporation to be affixed to all papers which may require it.  Each such committee shall keep minutes andmake such reports as the Board of Directors may from time to time request.  Except as the Board of Directors mayotherwise determine, any committee may make rules for the conduct of itsbusiness, but unless otherwise provided by the directors or in such rules, itsbusiness shall be conducted as nearly as possible in the same manner as isprovided in these Amended and Restated By-laws for the Board of Directors.

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2.16 COMPENSATION OF DIRECTORS.  Directors may be paid such compensation fortheir services and such reimbursement for expenses of attendance at meetings asthe Board of Directors may from time to time determine.  No such payment shall preclude any directorfrom serving the corporation or any of its parent or subsidiary corporations inany other capacity and receiving compensation for such service.

**ARTICLE 3-** **OFFICERS**

3.1   ENUMERATION. The officers of the corporation shall consist of a President, a Secretary,a Treasurer and such other officers with such other titles as the Board ofDirectors shall determine, including a Chairman of the Board, a Vice-Chairmanof the Board, and one or more Vice Presidents, Assistant Treasurers, andAssistant Secretaries.  The Board ofDirectors may appoint such other officers as it may deem appropriate.

3.2   ELECTION. The President, Treasurer and Secretary shall be elected annually by theBoard of Directors at its first meeting following the annual meeting ofstockholders.  Other officers may beappointed by the Board of Directors at such meeting or at any other meeting.

3.3   QUALIFICATION.  No officer need be a stockholder.  Any two or more offices may be held by thesame person.

3.4   TENURE. Except as otherwise provided by law, by the Certificate of Incorporationor by these Amended and Restated By-laws, each officer shall hold office untilhis successor is elected and qualified, unless a different term is specified inthe vote choosing or appointing him, or until his earlier death, resignation orremoval.

3.5   RESIGNATION AND REMOVAL.  Any officer may resign by delivering hiswritten resignation to the corporation at its principal office or to thePresident or Secretary.  Such resignationshall be effective upon receipt unless it is specified to be effective at some,other time or upon the happening of some other event.

Any officer may be removed at any time, with orwithout cause, by vote of a majority of the entire number of directors then inoffice.

Except as the Board of Directors may otherwisedetermine, no officer who resigns or is removed shall have any right to anycompensation as an officer for any period following his resignation or removal,or any right to damages on account of such removal, whether his compensation beby the month or by the year or otherwise, unless such compensation is expresslyprovided in a duly authorized written agreement with the corporation.

3.6   VACANCIES. The Board of Directors may fill any vacancy occurring in any office forany reason and may, in its discretion, leave unfilled for such period as it maydetermine any offices other than those of President, Treasurer andSecretary.  Each such successor shallhold office for the unexpired term of his predecessor and until his successoris elected and qualified, or until his earlier death, resignation or removal.

3.7   CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OFTHE BOARD.  The Board of Directors mayappoint a Chairman of the Board and may designate the Chairman of the Board asChief Executive Officer.  If the Board ofDirectors appoints a Chairman of the Board, he shall perform such duties andpossess such powers as are assigned to him by the Board of Directors.  If the Board of Directors appoints aVice-Chairman of the Board, he shall, in the absence or disability of theChairman of the Board, perform the duties and exercise the powers of theChairman of the Board and shall perform such other duties and possess suchother powers as may from time to time be vested in him by the Board ofDirectors.

3.8   PRESIDENT. The President shall, subject to the direction of the Board of Directors,have general charge and supervision of the business of the corporation.  Unless otherwise provided by the Board ofDirectors, he shall preside at all meetings of the stockholders and, if he is adirector, at all meetings of the Board of Directors.  Unless the Board of Directors has designatedthe Chairman of the Board or another officer as Chief Executive Officer, thePresident shall be the Chief Executive Officer of the corporation.  The President shall perform such other dutiesand shall have such other powers as the Board of Directors may from time totime prescribe.

3.9   VICE PRESIDENTS.  Any Vice President shall perform such dutiesand possess such powers as the Board of Directors or the President may fromtime to time prescribe.  In the event ofthe absence, inability or refusal to act of the President, the Vice President(or if there shall be more than one, the Vice Presidents in the orderdetermined by the Board of Directors) shall perform the duties of the Presidentand when so performing shall have all the powers 

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ofand be subject to all the restrictions upon the President.  The Board of Directors may assign to any VicePresident the title of Executive Vice President, Senior Vice President or anyother title selected by the Board of Directors.

3.10 SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall perform such duties andshall have such powers as the Board of Directors or the President may from timeto time prescribe.  In addition, theSecretary shall perform such duties and have such powers as are incident to theoffice of the secretary, including without limitation the duty and power togive notices of all meetings of stockholders and special meetings of the Boardof Directors, to attend all meetings of stockholders and the Board of Directorsand keep a record of the proceedings, to maintain a stock ledger and preparelists of stockholders and their addresses as required, to be custodian ofcorporate records and the corporate seal and to affix and attest to the same ondocuments.

Any Assistant Secretary shall perform such duties andpossess such powers as the Board of Directors, the President or the Secretarymay from time to time prescribe.  In theevent of the absence, inability or refusal to act of the Secretary, theAssistant Secretary, (or if there shall be more than one, the AssistantSecretaries in the order determined by the Board of Directors) shall performthe duties and exercise the powers of the Secretary.

In the absence of the Secretary or any AssistantSecretary at any meeting of stockholders or directors, the person presiding atthe meeting shall designate a temporary secretary to keep a record of themeeting.

3.11 TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall perform such duties andshall have such powers as may from time to time be assigned to him by the Boardof Directors or the President.  Inaddition, the Treasurer shall perform such duties and have such powers as areincident to the office of treasurer, including without limitation the duty andpower to keep and be responsible for all funds and securities of thecorporation, to deposit funds of the corporation in depositories selected inaccordance with these Amended and Restated By-laws, to disburse such funds asordered by the Board of Directors, to make proper accounts of such funds, andto render as required by the Board of Directors statements of all suchtransactions and of the financial condition of the corporation.

The Assistant Treasurers shall perform such duties and possess suchpowers as the Board of Directors, the President or the Treasurer may from timeto time prescribe.  In the event of theabsence, inability or refusal to act of the Treasurer, the Assistant Treasurer,(or if there shall be more than one, the Assistant Treasurers in the orderdetermined by the Board of Directors) shall perform the duties and exercise thepowers of the Treasurer.

3.12         SALARIES.  Officers of the corporation shall be entitledto such salaries, compensation or reimbursement as shall be fixed or allowedfrom time to time by the Board of Directors.

**ARTICLE 4** -  **CAPITAL STOCK**

4.1   ISSUANCE OF STOCK.  Unless otherwise voted by the stockholdersand subject to the provisions of the Certificate of Incorporation, the whole orany part of any unissued balance of the authorized capital stock of thecorporation or the whole or any part of any unissued balance of the authorizedcapital stock of the corporation held in its treasury may be issued, sold, transferredor otherwise disposed of by vote of the Board of Directors in such manner, forsuch consideration and on such terms as the Board of Directors may determine.

4.2   CERTIFICATES OF STOCK.  Every holder of stock of the corporationshall be entitled to have a certificate, in such form as may be prescribed bylaw and by the Board of Directors, certifying the number and class of sharesowned by him in the corporation.  Eachsuch certificate shall be signed by, or in the name of the corporation by, theChairman or Vice-Chairman, if any, of the Board of Directors, or the Presidentor a Vice President, and the Treasurer or an Assistant Treasurer, or theSecretary or an Assistant Secretary of the corporation.  Any or all of the signatures on thecertificate may be a facsimile.

Each certificate for shares of stock which aresubject to any restriction on transfer pursuant to the Certificate ofIncorporation, these Amended and Restated By-laws, applicable securities lawsor any agreement among any number of shareholders or among such holders and thecorporation shall have conspicuously noted on the face or back of thecertificate either the full text of the restriction or a statement of theexistence of such restriction.

If the corporation shall be authorized to issue morethan one class of stock or more than one series of any class, the powers,designations, preferences and relative, participating, optional or otherspecial rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences and/or rights shall be setforth in full or summarized on the face or back of each certificaterepresenting shares of such class or series of stock, provided that in lieu ofthe foregoing requirements there may be set forth on the face or back of eachcertificate representing shares of

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such class or series of stock a statement that thecorporation will furnish without charge to each stockholder who so requests acopy of the full text of the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights.

4.3   TRANSFERS. Except as otherwise established by rules and regulations adopted by theBoard of Directors, and subject to applicable law, shares of stock may betransferred on the books of the corporation by the surrender to the corporationor its transfer agent of the certificate representing such shares properlyendorsed or accompanied by a written assignment or power of attorney properlyexecuted, and with such proof of authority or the authenticity of signature asthe corporation or its transfer agent may reasonably require.  Except as may be otherwise required by law,by the Certificate of Incorporation or by these Amended and Restated By-laws,the corporation shall be entitled to treat the record holder of stock as shownon its books as the owner of such stock for all purposes, including the paymentof dividends and the right to vote.  withrespect to such stock, regardless of any transfer, pledge or other dispositionof such stock until the shares have been transferred on the books of thecorporation in accordance with the requirements of these Amended and RestatedBy-laws.

4.4   LOST, STOLEN OR DESTROYED CERTIFICATES.  The corporation may issue a new certificateof stock in place of any previously issued certificate alleged to have beenlost, stolen, or destroyed, upon such terms and conditions as the Board ofDirectors may prescribe, including the presentation of reasonable evidence ofsuch loss, theft or destruction and the giving of such indemnity as the Boardof Directors may require for the protection of the corporation or any transferagent or registrar.

4.5   RECORD DATE. The Board of Directors may fix in advance a date as a record date forthe determination of the stockholders entitled to notice of or to vote at anymeeting of stockholders or to express consent (or dissent) to corporate actionin writing without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights in respect of any change,conversion or exchange of stock, or for the purpose of any other lawfulaction.  Such record date shall not bemore than 60 nor less than 10 days before the date of such meeting, nor morethan 10 days after the date of adoption of a record date for a written consentwithout a meeting, nor more than 60 days prior to any other action to whichsuch record date relates.

If no record date is fixed, the record date fordetermining stockholders entitled to notice of or to vote at a meeting ofstockholders shall be at the close of business on the day before the day onwhich notice is given, or, if notice is waived, at the close of business on theday before the day on which the meeting is held.  The record date for determining stockholdersentitled to express consent to corporate action in writing without a meeting,when no prior action by the Board of Directors is necessary, shall be the dayon which the first written consent is properly delivered to thecorporation.  The record date fordetermining stockholders for any other purpose shall be at the close ofbusiness on the day on which the Board of Directors adopts the resolutionrelating to such purpose.

A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

**ARTICLE 5**- **GENERALPROVISIONS**

5.1   FISCAL YEAR. Except as from time to time otherwise designated by the Board ofDirectors, the fiscal year of the corporation shall begin on the first day ofJanuary ineachyear and end on the last day of December in each year.

5.2   CORPORATE SEAL.  The corporate seal shall be in such form asshall be approved by the Board of Directors.

5.3   WAIVER OF NOTICE.  Whenever any notice whatsoever is required tobe given by law, by the Certificate of Incorporation or by these Amended andRestated By-laws, a waiver of such notice either in writing signed by theperson entitled to such notice or such person’s duly authorized attorney, or bytelegraph, facsimile or any other available method, whether before, at or afterthe time stated in such waiver, or the appearance of such person or persons atsuch meeting in person or by proxy, shall be deemed equivalent to such notice.

5.4   VOTING OF SECURITIES.  Except as the directors may otherwisedesignate, the President or Treasurer may waive notice of, and act as, orappoint any person or persons to act as, proxy or attorney-in-fact for thiscorporation (with or without power of substitution) at, any meeting ofstockholders or shareholders of any other corporation or organization, thesecurities of which may be held by this corporation.

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5.5   EVIDENCE OF AUTHORITY.  A certificate by the Secretary, or anAssistant Secretary, or a temporary Secretary, as to any action taken by thestockholders, directors, a committee or any officer or representative of thecorporation shall as to all persons who rely on the certificate in good faithbe conclusive evidence of such action.

5.6   CERTIFICATE OF INCORPORATION.  All references in these Amended and RestatedBy-laws to the Certificate of Incorporation shall be deemed to refer to theCertificate of Incorporation of the corporation, as amended and in effect fromtime to time.

5.7   TRANSACTIONS WITH INTERESTED PARTIES.  No contract or transaction between thecorporation and one or more of the directors or officers, or between thecorporation and any other corporation, partnership, association, or otherorganization in which one or more of the directors or officers are directors orofficers, or have a financial interest, shall be void or voidable solely forthis reason, or solely because the director or officer is present at orparticipates in the meeting of the Board of Directors or a committee of theBoard of Directors which authorizes the contract or transaction or solelybecause his or their votes are counted for such purpose, if:

(1) The material facts as tohis relationship or interest and as to the contract or transaction aredisclosed or are known to the Board of Directors or the committee, and theBoard of Directors or committee in good faith authorizes the contract ortransaction by the affirmative votes of a majority of the disinteresteddirectors, even though the disinterested directors may constitute less than aquorum;

(2) The material facts as tohis relationship or interest and as to the contract or transaction aredisclosed or are known to the stockholders entitled to vote thereon, and thecontract or transaction is specifically approved in good faith by vote of thestockholders; or

(3) The contract ortransaction is fair as to the corporation as of the time it is authorized,approved or ratified, by the Board of Directors, a committee of the Board ofDirectors, or the stockholders.

Common or interested directors may be counted in determining thepresence of a quorum at a meeting of the Board of Directors or of a committeewhich authorizes the contract or transaction.

5.8   SEVERABILITY. Any determination that any provision of these Amended and RestatedBy-laws is for any reason inapplicable, illegal or ineffective shall not affector invalidate any other provision of these Amended and Restated By-laws.

5.9   PRONOUNS. All pronouns used in these Amended and Restated By-laws shall be deemedto refer to the masculine, feminine or neuter, singular or plural, as theidentity of the person or persons may require.

**ARTICLE 6**- **AMENDMENTS**

6.1   BY THE BOARD OF DIRECTORS.  These Amended and Restated By-laws may bealtered, amended or repealed or new by-laws may be adopted by the affirmativevote of a majority of the directors present at any regular or special meetingof the Board of Directors at which a quorum is present.

6.2   BY THE STOCKHOLDERS.  These Amended and Restated By-laws may bealtered, amended or repealed or new by-laws may be adopted by the affirmativevote of the holders of at least sixty-six and two-thirds percent (66 2/3%) ofthe then-outstanding shares of the Common Stock of the corporation, votingtogether as a single class.

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