AMENDED AND RESTATED
 BYLAWS
OF
GSI COMMERCE, INC.




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TABLE OF CONTENTS
 PageARTICLE I Meetings of Stockholders
    
    
    1Section 1.1. Annual Meetings
    
    
    1Section 1.2. Special Meetings
    
    
    1Section 1.3. Notice of Meeting
    
    
    1Section 1.4. Quorum
    
    
    1Section 1.5. Adjournments
    
    
    1Section 1.6. Voting
    
    
    2Section 1.7. Proxies
    
    
    2Section 1.8. Judges of Election
    
    
    2ARTICLE II Board of Directors
    
    
    2Section 2.1. Number
    
    
    2Section 2.2. Election and Term of Office
    
    
    2Section 2.3. Vacancies and Additional Directorships
    
    
    2Section 2.4. Regular Meetings
    
    
    2Section 2.5. Special Meetings
    
    
    3Section 2.6. Waiver of Notice
    
    
    3Section 2.7. Quorum and Manner of Acting
    
    
    3Section 2.8. Telephonic Meetings
    
    
    3Section 2.9. Resignation of Directors
    
    
    3Section 2.10. Removal of Directors
    
    
    3Section 2.11. Compensation of Directors
    
    
    4Section 2.12. General Powers
    
    
    4ARTICLE III Committees of the Board
    
    
    4Section 3.1. Designation, Power, Alternate Members and Term of Office
    
    
    4Section 3.2. Executive Committee
    
    
    5Section 3.3. Meetings, Notices and Records
    
    
    5Section 3.4. Quorum and Manner of Acting
    
    
    5Section 3.5. Resignations
    
    
    5Section 3.6. Removal
    
    
    6Section 3.7. Vacancies
    
    
    6Section 3.8. Compensation
    
    
    6ARTICLE IV Officers
    
    
    6Section 4.1. Officers
    
    
    6Section 4.2. Election, Term of Office and Qualifications
    
    
    6Section 4.3. Subordinate Officers and Agents
    
    
    6Section 4.4. Resignations
    
    
    6Section 4.5. Removal
    
    
    6Section 4.6. Vacancies
    
    
    7Section 4.7. General Duties of Officers
    
    
    7Section 4.8. Salaries
    
    
    7
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PageARTICLE V Execution of Instruments and Deposit of Corporate Funds
    
    
    7Section 5.1. Execution of Instruments Generally
    
    
    7Section 5.2. Borrowing
    
    
    7Section 5.3. Deposits
    
    
    7Section 5.4. Checks, Drafts, etc
    
    
    7Section 5.5. Proxies
    
    
    8Section 5.6. Other Contracts and Instruments
    
    
    8ARTICLE VI Record Dates
    
    
    8ARTICLE VII Corporate Seal
    
    
    8ARTICLE VIII Fiscal Year
    
    
    8ARTICLE IX Amendments
    
    
    9ARTICLE X Action Without A Meeting
    
    
    9ARTICLE XI Indemnification
    
    
    9
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ARTICLE I
 Meetings of Stockholders
 Annual Meetings
 Special Meetings
 Notice of Meeting
 Quorum
 Adjournments
  1




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Voting
 Proxies
 Judges of Election
 ARTICLE II
 Board of Directors
 Number
 Election and Term of Office
 Vacancies and Additional Directorships
 Regular Meetings
  2




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Special Meetings
 Waiver of Notice
 Quorum and Manner of Acting
 Telephonic Meetings
 Resignation of Directors
 Removal of Directors
  3




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Compensation of Directors
 General Powers
  ARTICLE III
 Committees of the Board
 Designation, Power, Alternate Members and Term of Office provided however ipso facto
  4




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Executive Committee
 Meetings, Notices and Records
  Quorum and Manner of Acting
 Resignations
  5




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Removal
 Vacancies
 Compensation
 ARTICLE IV
 Officers
 Officers
 Election, Term of Office and Qualifications
 Subordinate Officers and Agents
 Resignations
 Removal
  6




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Vacancies
 General Duties of Officers
 Salaries
 ARTICLE V
 Execution of Instruments and Deposit of Corporate Funds
 Execution of Instruments Generally
 Borrowing
 Deposits
 Checks, Drafts, etc
  7




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Proxies
 Other Contracts and Instruments
 ARTICLE VI
 Record Dates
  ARTICLE VII
 Corporate Seal
  ARTICLE VIII
 Fiscal Year
   8




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ARTICLE IX
 Amendments
  ARTICLE X
 Action Without A Meeting
 provided provided further
 ARTICLE XI
 Indemnification
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