Exhibit 3.2  AMENDED AND RESTATED  BYLAWS  OF  CENTENNIAL BANK HOLDINGS, INC.  ARTICLE I
Stockholders  SECTION 1.                    Annual
Meeting.  The annual meeting of the
stockholders of Centennial Bank Holdings, Inc. (the Corporation)
shall be held on such date, at such time and at such place within or without
the State of Delaware as may be designated by the Board of Directors, for the
purpose of electing Directors and for the transaction of such other business as
may be properly brought before the meeting.  SECTION 2.                    Special
Meetings.  Except as otherwise
provided in the Certificate of Incorporation, a special meeting of the
stockholders of the Corporation may be called at any time by the Board of
Directors or the Chairman.  Any special
meeting of the stockholders shall be held on such date, at such time and at
such place within or without the State of Delaware as the Board of Directors or
the Chairman calling the meeting may designate. 
At a special meeting of the stockholders, no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting unless all of the stockholders are present in person or
by proxy, in which case any and all business may be transacted at the meeting
even though the meeting is held without notice.  SECTION 3.                    Notice
of Meetings.  Except as otherwise
provided in these Bylaws or as required by law, a written notice of each
meeting of the stockholders shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder of the
Corporation entitled to vote at such meeting. 
The notice shall state the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called.  If mailed, such notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at such stockholders address as it appears on the
records of the Corporation.  SECTION 4.                    Quorum.  At any meeting of the stockholders, the
holders of a majority in number of the total outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum of the stockholders for all purposes,
unless the representation of a larger number of shares shall be required by
law, by the Certificate of Incorporation or by these Bylaws, in which case the
representation of the number of shares so required


shall constitute a quorum; provided that at any meeting of the
stockholders at which the holders of any class of stock of the Corporation
shall be entitled to vote separately as a class, the holders of a majority in
number of the total outstanding shares of such class, present in person or
represented by proxy, shall constitute a quorum for purposes of such class vote
unless the representation of a larger number of shares of such class shall be
required by law, by the Certificate of Incorporation or by these Bylaws.  SECTION 5.                    Adjourned Meetings.  Whether or not a quorum shall be present in
person or represented at any meeting of the stockholders, the holders of a
majority in number of the shares of stock of the Corporation present in person
or represented by proxy and entitled to vote at such meeting may adjourn such
meeting from time to time; provided, however, that if the holders of any class
of stock of the Corporation are entitled to vote separately as a class upon any
matter at such meeting, any adjournment of the meeting in respect of action by
such class upon such matter shall be determined by the holders of a majority of
the shares of such class present in person or represented by proxy and entitled
to vote at such meeting; provided further, that the chairman of the meeting
shall have the power to adjourn any meeting of stockholders without a vote of
the stockholders.  When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken.  At the adjourned
meeting, the stockholders, or the holder of any class of stock entitled to vote
separately as a class, as the case may be, may transact any business which
might have been transacted by them at the original meeting.  If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the adjourned meeting.  SECTION 6.                    Organization.  The Chairman or, in the Chairmans absence,
the Chief Executive Officer, or in the Chief Executive Officers absence, the
President shall call all meetings of the stockholders to order, and shall act
as chairman of such meetings.  In the
absence of the Chairman, the Chief Executive Officer and the President, the
Board of Directors shall designate a chairman to preside over the meeting, or
in the absence of such designation, the holders of a majority in number of the
shares of stock of the Corporation present in person or represented by proxy
and entitled to vote at such meeting shall elect a chairman to preside over the
meeting.  The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders; but in the absence of the Secretary, the chairman of the
meeting may appoint any person to act as secretary of the meeting.  The order of business at each such meeting shall be as determined by
the chairman of the meeting.  The
chairman of the meeting shall have the right and authority to adjourn a meeting
of stockholders without a vote of stockholders and to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting and are not inconsistent with
any rules or regulations adopted by the Board of Directors pursuant to the
provisions of the Certificate  2


of Incorporation, including the establishment of
procedures for the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls for each
item upon which a vote is to be taken.  SECTION 7.                    Voting.  Except as otherwise provided in the
Certificate of Incorporation or by law, each stockholder shall be entitled to
one vote for each share of the capital stock of the Corporation registered in
the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
such stockholder by proxy, but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or
upon the demand of any stockholder, the vote upon any matter before a meeting
of stockholders shall be by ballot. 
Except as otherwise provided by law or by the Certificate of
Incorporation, Directors shall be elected by a plurality of the votes cast at a
meeting of stockholders by the stockholders entitled to vote in the
election.  Whenever any corporate action
other than the election of Directors is to be taken, unless otherwise specified
in the Certificate of Incorporation or required by law, it shall be authorized
by a majority of the votes cast at a meeting of stockholders by the
stockholders entitled to vote thereon.  Shares of the capital stock of the Corporation belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of Directors of such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes.  SECTION 8.                    Inspectors.  When required by law or directed by the
presiding officer or upon the demand of any stockholder entitled to vote, but
not otherwise, the polls shall be opened and closed, the proxies and ballots
shall be received and taken in charge, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided at any meeting of the stockholders by one
or more Inspectors who may be appointed by the Board of Directors before the
meeting, or if not so appointed, shall be appointed by the presiding officer at
the meeting.  If any person so appointed
fails to appear or act, the vacancy may be filled by appointment in like
manner.  SECTION 9.                    List
of Stockholders Entitled to Vote.  It
shall be the duty of the Secretary to prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of stockholders entitled
to vote at such meeting, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open, at
the principal place of business of the Corporation and at the place where the
meeting is to be held, for a period of at least ten (10) days prior to the
meeting, to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, and  3


shall be produced and kept at the time and place of the meeting during
the whole time thereof and subject to the inspection of any stockholder who may
be present.  SECTION 10.                  Advance
Notice of Stockholder Nominees for Director and Other Stockholder Proposals.  (a) The matters to be considered and brought before any annual or
special meeting of stockholders of the Corporation shall be limited to only
such matters, including the nomination and election of directors, as shall be
brought properly before such meeting in compliance with the procedures set
forth in this Section 10.  (b)           For any matter to be
properly brought before any annual meeting of stockholders, the matter must be (i) specified
in the notice of annual meeting given by or at the direction of the Board of
Directors, (ii) otherwise brought before the annual meeting by or at the
direction of the Board of Directors or (iii) brought before the annual
meeting in the manner specified in this Section 10(b) (x) by a
stockholder that holds record stock of the Corporation entitled to vote at the
annual meeting on such matter (including any election of a director) or (y) by
a person (a Nominee Holder) that holds such stock through a nominee or
street name holder of record of such stock and can demonstrate to the
Corporation such indirect ownership of, and such Nominee Holders entitlement
to vote, such stock on such matter.  In
addition to any other requirements under applicable law, the Certificate of Incorporation
and these Bylaws, persons nominated by stockholders for election as directors
of the Corporation and any other proposals by stockholders shall be properly
brought before an annual meeting of stockholders only if notice of any such
matter to be presented by a stockholder at such meeting (a Stockholder
Notice) shall be delivered to the Secretary at the principal executive
office of the Corporation not less than ninety (90) nor more than one hundred
and twenty (120) days prior to the first anniversary date of the annual meeting
for the preceding year; provided, however, that if and only if the annual
meeting is not scheduled to be held within a period that commences thirty (30)
days before and ends thirty (30) days after such anniversary date (an annual
meeting date outside such period being referred to herein as an Other
Meeting Date), such Stockholder Notice shall be given in the manner
provided herein by the later of (i) the close of business on the date
ninety (90) days prior to such Other Meeting Date or (ii) the close of
business on the tenth day following the date on which such Other Meeting Date
is first publicly announced or disclosed. 
Any stockholder desiring to nominate any person or persons (as the case
may be) for election as a director or directors of the Corporation at an annual
meeting of stockholders shall deliver, as part of such Stockholder Notice, a
statement in writing setting forth the name of the person or persons to be
nominated, the number and class of all shares of each class of stock of the
Corporation owned of record and beneficially by each such person, as reported
to such stockholder by such person, the information regarding each such person
required by paragraphs (a), (e) and (f) of Item 401 of
Regulation S-K adopted by the Securities and Exchange Commission, each
such persons signed consent to serve as a director of the Corporation if
elected, such stockholders name and address, the number and class of all
shares of each class of stock of the Corporation owned of record and
beneficially by such stockholder and, in the case of a  4


Nominee Holder, evidence establishing such Nominee
Holders indirect ownership of stock and entitlement to vote such stock for the
election of directors at the annual meeting. 
Any stockholder who gives a Stockholder Notice of any matter (other than
a nomination for director) proposed to be brought before an annual meeting of
stockholders shall deliver, as part of such Stockholder Notice, the text of the
proposal to be presented and a brief written statement of the reasons why such
stockholder favors the proposal and setting forth such stockholders name and
address, the number and class of all shares of each class of stock of the
Corporation owned of record and beneficially by such stockholder, any material
interest of such stockholder in the matter proposed (other than as a
stockholder), if applicable, and, in the case of a Nominee Holder, evidence
establishing such Nominee Holders indirect ownership of stock and entitlement
to vote such stock on the matter proposed at the annual meeting.  As used in these Bylaws, shares beneficially
owned shall mean all shares which such person is deemed to beneficially own
pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934 (the Exchange Act).  If a
stockholder is entitled to vote only for a specific class or category of
directors at a meeting (annual or special), such stockholders right to
nominate one or more individuals for election as a director at the meeting
shall be limited to such class or category of directors.  Notwithstanding any provision of this Section 10 to the contrary,
in the event that the number of directors to be elected to the Board of
Directors of the Corporation at the next annual meeting of stockholders is
increased by virtue of an increase in the size of the Board of Directors and
either all of the nominees for director at the next annual meeting of
stockholders or the size of the increased Board of Directors is not publicly
announced or disclosed by the Corporation at least one hundred (100) days prior
to the first anniversary of the preceding years annual meeting, a Stockholder
Notice shall also be considered timely hereunder, but only with respect to nominees
to stand for election at the next annual meeting as the result of any new
positions created by such increase, if it shall be delivered to the Secretary
at the principal executive office of the Corporation not later than the close
of business on the tenth day following the first day on which all such nominees
or the size of the increased Board of Directors shall have been publicly
announced or disclosed.  (c)           Except as provided
in the immediately following sentence, no matter shall be properly brought before
a special meeting of stockholders unless such matter shall have been brought
before the meeting pursuant to the Corporations notice of such meeting.  In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to
the Board of Directors, any stockholder entitled to vote for the election of
such director(s) at such meeting may nominate a person or persons (as the
case may be) for election to such position(s) as are specified in the
Corporations notice of such meeting, but only if the Stockholder Notice
required by Section 10(b) hereof shall be delivered to the Secretary
at the principal executive office of the Corporation not later than the close
of business on the tenth day following the first day on which the date of the
special meeting and either the names of all nominees  5


proposed by the Board of Directors to be elected at
such meeting or the number of directors to be elected shall have been publicly
announced or disclosed.  (d)           For purposes of this
Section 10, a matter shall be deemed to have been publicly announced or
disclosed if such matter is disclosed in a press release reported by the Dow
Jones News Service, the Associated Press or a comparable national news service
or in a document publicly filed by the Corporation with the Securities and
Exchange Commission.  (e)           In no event shall
the adjournment of an annual meeting or a special meeting, or any announcement
thereof, commence a new period for the giving of notice as provided in this Section 10.  This Section 10 shall not apply
to any stockholder proposal made pursuant to Rule 14a-8 under the
Exchange Act.  (f)            The chairman of any
meeting of stockholders, in addition to making any other determinations that
may be appropriate to the conduct of the meeting, shall have the power and duty
to determine whether notice of nominees and other matters proposed to be
brought before a meeting has been duly given in the manner provided in this Section 10
and, if not so given, shall direct and declare at the meeting that such
nominees and other matters shall not be considered.  ARTICLE II
Board of Directors  SECTION 1.                    Number
and Term of Office.  The business and
affairs of the Corporation shall be managed by or under the direction of a
Board of Directors, none of whom need be stockholders of the Corporation.  The number of Directors constituting the
Board of Directors shall be fixed from time to time by resolution passed by a
majority of the Board of Directors.  The
Directors shall, except as set forth in the Certificate of Incorporation with
respect to filling vacancies, be elected at the annual meeting of stockholders
in the manner described in Section 2 of this Article II, and shall
hold office until their respective successors are elected and qualified or
until their earlier resignation or removal.  SECTION 2.                    Election.  Except as may be otherwise required by the
Certificate of Incorporation, each director shall be elected by the vote of the
majority of the votes cast (meaning the number of shares voted for a nominee
must exceed the number of shares voted against such nominee) at any meeting
for the election of directors at which a quorum is present, provided that the
directors shall be elected by a plurality of the votes cast (instead of by
votes cast for or against a nominee) at any meeting at which a quorum is
present for which (i) the Secretary of the Corporation receives a notice
pursuant to these Bylaws that a stockholder intends to nominate a director or
directors and (ii) such proposed nomination has not been withdrawn by such
stockholder on or prior to the tenth day preceding the date the Corporation
first mails its notice of meeting for such meeting to the stockholders.  6


SECTION 3.                    Removal;
Vacancies.  No director may be
removed and no vacancy may be filled except as provided in the Certificate of
Incorporation.  SECTION 4.                    Place
of Meeting.  The Board of Directors
may hold its meetings in such place or places in the State of Delaware or
outside the State of Delaware as the Board from time to time shall determine.  SECTION 5.                    Regular
Meetings.  Regular meetings of the
Board of Directors shall be held at such times and places as the Board of
Directors from time to time shall determine and if so determined, notice
thereof shall not be required to be given.  SECTION 6.                    Special
Meetings.  Special meetings of the
Board of Directors shall be held whenever called by direction of the Chairman,
or by any two of the Directors then in office.  Notice of the day, hour and place of holding of each special meeting
shall be given by the person or persons calling the meeting by mailing the same
at least two days before the meeting or by causing the same to be transmitted
by facsimile, telegram or telephone at least one day before the meeting to each
Director.  Unless otherwise indicated in
the notice thereof, any and all business other than an amendment of these Bylaws
may be transacted at any special meeting, and an amendment of these Bylaws may
be acted upon if the notice of the meeting shall have stated that the amendment
of these Bylaws is one of the purposes of the meeting.  At any meeting at which every Director shall
be present, even though without any notice, any business may be transacted,
including the amendment of these Bylaws.  SECTION 7.                    Quorum;
Action.  Subject to the provisions of
Section 3 of this Article II, a majority of the members of the Board
of Directors in office (but in no case less than one-third of the total number
of Directors) shall constitute a quorum for the transaction of business and the
vote of the majority of the Directors present at any meeting of the Board of
Directors at which a quorum is present shall be the act of the Board of
Directors.  If at any meeting of the
Board there is less than a quorum present, a majority of those present may
adjourn the meeting from time to time.  SECTION 8.                    Organization.  The Chairman shall preside at all meetings of
the Board of Directors.  In the absence
of the Chairman, a Vice Chairman shall be elected from the Directors
present.  The Secretary of the
Corporation shall act as secretary of all meetings of the Directors; but in the
absence of the Secretary, the chairman of the meeting may appoint any person to
act as secretary of the meeting.  SECTION 9.                    Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the  7


absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.  Any such committee, to the extent provided by
resolution passed by a majority of the whole Board, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and the affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers, as appropriate; but no such committee
shall have the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the Corporations property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
these Bylaws; and unless such resolution, these Bylaws, or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.  SECTION 10.                  Conference
Telephone Meetings.  Unless otherwise
restricted by the Certificate of Incorporation or by these Bylaws, the members
of the Board of Directors or any committee designated by the Board, may
participate in a meeting of the Board or such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.  SECTION 11.                  Consent
of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the
Certificate of Incorporation or by these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board or committee,
as the case may be.  ARTICLE III
Officers  SECTION 1.                    Election
or Appointment; Powers and Duties. 
The Board of Directors shall take such action as may be necessary from
time to time to ensure that the Corporation has such officers as are necessary,
under Article V, Section 1 of these Bylaws and the Delaware General
Corporation Law as currently in effect or as the same may hereafter be amended,
to enable it to sign stock certificates. In addition, the Board of Directors at
any time and from time to time may elect (i) one or more Chairmen of the
Board from among its members, (ii) one or more Chief Executive Officers,
one or more Presidents and/or one or more Chief Financial Officers, (iii) one
or more Vice Presidents, one or more Treasurers or Assistant Treasurers and/or
one or more Secretaries  8


or Assistant Secretaries and/or (iv) one or more other officers,
in the case of each of (i), (ii), (iii) and (iv) if and to the extent
the Board deems desirable. The Board of Directors may give any officers such
further designations or alternate titles as it considers desirable.  Any number of offices may be held by the same
person and Directors may hold any office unless the Certificate of
Incorporation or these Bylaws otherwise provide.  The officers of the Corporation shall have such
powers and duties in the management of the Corporation as shall be stated in
these Bylaws or in a resolution of the Board which is not inconsistent with
these Bylaws and, to the extent not so stated, as generally pertain to their
respective offices, subject to the control of the Board.  The Board may grant to any committee of the
Board or the Chief Executive Officer the power and authority to appoint
officers, other than the officers set forth in paragraphs (a) through (d) below,
and to prescribe their respective terms of office, powers, authority and
responsibilities.  (a)           Chief Executive Officer:  The Chief Executive Officer shall have the
general executive responsibility for the conduct of the business and affairs of
the Corporation.  He or she shall
exercise such other powers, authority and responsibilities as the Board may
determine.  In the absence of or during
the physical disability of the Chief Executive Officer, the Board may designate
an officer who shall have and exercise the powers, authority and
responsibilities of the Chief Executive Officer.  (b)           President:  The President shall have and exercise such
powers, authority and responsibilities as the Board may determine.  (c)           Chief Financial Officer:  The Chief Financial Officer shall be the
principal financial officer of the Corporation. 
He or she shall render such accounts and reports as may be required by
the Board or any committee of the Board. 
The financial records, books and accounts of the Corporation shall be
maintained subject to his or her direct or indirect supervision.  (d)           Secretary:  The Secretary shall keep the minutes of all
meetings of stockholders and directors and shall give all required notices and
have charge of such books and papers as the Board may require.  The Secretary shall submit such reports to
the Board or to any committee as the Board or such committee may request.  Any action or duty required to be performed
by the Secretary may be performed by an Assistant Secretary.  SECTION 2.                    Term
of Office; Resignation; Removal; Vacancies. 
Unless otherwise provided in the resolution of the Board of Directors
electing or authorizing the appointment of any officer, each officer shall hold
office until his or her successor is elected or appointed and qualified or
until his or her earlier resignation or removal. Any officer may resign at any
time upon written notice to the Board or to such person or persons as the Board
may designate. Such resignation shall take effect at the time specified
therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. The Board may remove any
officer  9


with or without cause at any time. Any officer authorized by the Board
to appoint a person to hold an office of the Corporation may also remove such
person from such office with or without cause at any time, unless otherwise
provided in the resolution of the Board providing such authorization. Any such
removal shall be without prejudice to the contractual rights of such officer,
if any, with the Corporation, but the election or appointment of any officer
shall not of itself create contractual rights. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise may be
filled by the Board at any regular or special meeting or by an officer
authorized by the Board to appoint a person to hold such office.  SECTION 3.                    Giving
of Bond by Officers, Agents and Employees. 
All officers, agents and employees of the Corporation, if required to do
so by the Board of Directors, shall furnish bonds to the Corporation for the
faithful performance of their duties, in such penalties and with such conditions
and security as the Board shall require.  SECTION 4.                    Voting
Upon Stocks.  Unless otherwise
ordered by the Board of Directors, the Chief Executive Officer, the President
or any Vice President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote, or in the name of the Corporation
to execute proxies to vote, at any meeting of stockholders of any corporation
in which the Corporation may hold stock, and at any such meeting shall possess
and may exercise, in person or by proxy, any and all rights, powers and
privileges incident to the ownership of such stock.  The Board of Directors may from time to time,
by resolution, confer like powers upon any other person or persons.  ARTICLE IV
Indemnification of Directors and Officers  SECTION 1.                    Nature
of Indemnity.  The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was or has agreed to become a Director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a Director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, and may indemnify any person who was or
is a party or is threatened to be made a party to such an action, suit or
proceeding by reason of the fact that such person is or was or has agreed to
become an employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person or on his or her
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if such person acted in good faith and in a manner such person
reasonably believed to be in or  10


not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful; except that in the case of an action or suit by or in
the right of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Corporation unless and only to the extent that the Delaware
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.  The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo  contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.  SECTION 2.                    Successful
Defense.  To the extent that a
Director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in Section 1 of this Article IV or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys fees) actually and reasonably incurred by such person in connection
therewith.  SECTION 3.                    Determination
that Indemnification is Proper.  Any
indemnification of a Director or officer of the Corporation under Section 1
of this Article IV (unless ordered by a court) shall be made by the
Corporation unless a determination is made that indemnification of the Director
or officer is not proper in the circumstances because such person has not met
the applicable standard of conduct set forth in Section 1.  Any indemnification of an employee or agent
of the Corporation under Section 1 (unless ordered by a court) may be made
by the Corporation upon a determination that indemnification of the employee or
agent is proper in the circumstances because such employer or agent has met the
applicable standard of conduct set forth in Section 1.  Any such determination shall be made (1) by
the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, or (3) by
the stockholders.  SECTION 4.                    Advance
Payment of Expenses.  Unless the
Board of Directors otherwise determines in a specific case, expenses incurred
by a Director or officer in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon  11


receipt of an undertaking by or on behalf of the Director or officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.  The Board
of Directors may authorize the Corporations legal counsel to represent such
Director, officer, employee or agent in any action, suit or proceeding, whether
or not the Corporation is a party to such action, suit or proceeding.  SECTION 5.                    Survival;
Preservation of Other Rights.  The
foregoing indemnification provisions shall be deemed to be a contract between
the Corporation and each Director, officer, employee and agent who serves in
any such capacity at any time while these provisions as well as the relevant
provisions of the Delaware General Corporation Law are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit, or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. 
Such a contract right may not be modified retroactively without the
consent of such Director, officer, employee or agent.  The indemnification provided by this Article IV shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in the indemnifieds official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a Director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.  The Corporation may enter into
an agreement with any of its Directors, officers, employees or agents providing
for indemnification and advancement of expenses, including attorneys fees,
that may change, enhance, qualify or limit any right to indemnification or
advancement of expenses created by this Article IV.  SECTION 6.                    Severability.  If this Article IV or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Director or officer and may indemnify
each employee or agent of the Corporation as to costs, charges and expenses
(including attorneys fees), judgment, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this Article IV
that shall not have been invalidated and to the fullest extent permitted by
applicable law.  SECTION 7.                    Subrogation.  In the event of payment of indemnification to
a person described in Section 1 of this Article IV, the Corporation
shall be subrogated to the extent of such payment to any right of recovery such
person may have and such person, as a condition of receiving indemnification
from the Corporation, shall execute all documents and do all things that the
Corporation may deem  12


necessary or desirable to perfect such right of recovery, including the
execution of such documents necessary to enable the Corporation effectively to
enforce any such recovery.  SECTION 8.                    No
Duplication of Payments.  The
Corporation shall not be liable under this Article IV to make any payment
in connection with any claim made against a person described in Section 1
of this Article IV to the extent such person has otherwise received
payment (under any insurance policy, by-law or otherwise) of the amounts
otherwise indemnifiable hereunder.  ARTICLE V
Stock-Seal-Fiscal Year  SECTION 1.                    Certificates;
Uncertificated Shares.  The shares of
stock of the Corporation shall be represented by certificates, provided that
the Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series ofits stock shall
be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. 
Notwithstanding the adoption of such a resolution or resolutions by the
Board of Directors of the Corporation, every holder of stock represented by
certificates, and upon request every holder of uncertificated shares, shall be
entitled to have a certificate signed by or in the name of the Corporation by a
Chairman or Vice Chairman of the Board of Directors or a President or Vice
President, and by a Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, representing the number of shares of stock in the Corporation owned
by such holder.  If such certificate is
manually signed by one officer or manually countersigned by a transfer agent or
by a registrar, any other signature on the certificate may be a facsimile.In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue. Certificates representing shares of
stock of the Corporation may bear such legends regarding restrictions on
transfer or other matters as any officer or officers of the Corporation may
determine to be appropriate and lawful.  If the Corporation is authorized to issue more than one class of stock
or more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise required by law,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the Corporation shall issue to represent such
class or series of stock a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or  13


other special rights of such class or series of
stock and the qualifications, limitations or restrictions of such preferences
and/or rights.  Within a reasonable time
after the issuance or transfer of uncertificated shares of any class or series
of stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required by law to be set forth or stated on
certificates representing shares of such class or series or a statement that
the Corporation will furnish without charge to each stockholder who so requests
the powers, designations, preferences and relative, participating, optional or
other special rights of such class or series and the qualifications,
limitations or restrictions of such preferences and/or rights.  Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated shares and the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.  SECTION 2.                    Lost,
Stolen or Destroyed Stock Certificates; Issuance of New Certificates.The
Corporation may authorize the issuance of a new certificate to be issued in
place of any certificate theretofore issued by the Corporation claimed to have
been lost, stolen or destroyed, upon receipt of an affidavit of such fact from
the person claiming the certificate to have been lost, stolen or
destroyed.  When authorizing such issue
of a new certificate, the Corporation shall require that the owner of such
lost, stolen or destroyed certificate, or such owners legal representative,
give the Corporation a bond in such sum and with such surety or other security
as the Corporation may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate claimed to have been
lost, stolen or destroyed, except where the Board of Directors or the Chief
Executive Officer finds that the circumstances justify omission of a bond.  SECTION 3.                    Stock
Transfer Books.The Corporation shall keep, or cause one or more stock transfer agents
to keep, a book or set of books, to be known as the stock transfer books of the
Corporation, containing the name of each stockholder of record, together with
such stockholders address and the number and class or series of shares held by
such stockholder. Transfers of shares of the Corporation shall be made only on
the stock transfer books of the Corporation by the holder of record thereof or
by such holders legal representative, who shall furnish proper evidence of
authority to transfer, or by such holders attorney authorized to effect such
transfer by power of attorney duly executed, and upon surrender for
cancellation of the certificate for such shares (if the shares are represented
by certificates).  SECTION 4.                    Regulations.  The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of shares of stock of the
Corporation.  SECTION 5.                    Transfer
Agent and Registrar.  The Board of
Directors may appoint such transfer agents and registrars of transfers as may
be deemed necessary, and may require all stock certificates to bear the
signature of either or both.  14


SECTION 6.                    Record
Date.  In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, as the case may be, the Board of Directors
may fix, in advance, a record date, which shall not be (i) more than sixty
(60) nor less than ten (10) days before the date of such meeting, (ii) in
the case of Corporate action to be taken by consent in writing without a
meeting, prior to, or more than ten (10) days after, the date upon which
the resolution fixing the record date is adopted by the Board of Directors, or (iii) more
than sixty (60) days prior to any other action.  If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held; the record date for
determining stockholders entitled 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 day on which the first written consent is expressed;
and the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.  SECTION 7.                    Dividends.  Subject to the provisions of the Certificate
of Incorporation, the Board of Directors shall have power to declare and pay
dividends upon shares of stock of the Corporation, but only out of funds
available for the payment of dividends as provided by law.  Subject to the provisions of the Certificate of Incorporation, any
dividends declared upon the stock of the Corporation shall be payable on such
date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any
dividend shall in any year fall upon a legal holiday, then the dividend payable
on such date shall be paid on the next day not a legal holiday.  SECTION 8.                    Corporate
Seal.  The Corporation may provide a
seal, containing the name of the Corporation and which shall be in such form as
may be approved from time to time by the Board of Directors.  The corporate seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.  SECTION 9.                    Fiscal
Year.  The fiscal year of the
Corporation shall begin on January 1 and terminate on December 31 of
each year.  15


ARTICLE VI
Miscellaneous Provisions  SECTION 1.                    Checks,
Notes, Etc.  All checks, drafts,
bills of exchange, acceptances, notes or other obligations or orders for the
payment of money shall be signed and, if so required by the Board of Directors,
countersigned by such officers of the Corporation and/or other persons as the
Board of Directors from time to time shall designate.  Checks, drafts, bills of exchange, acceptances, notes, obligations and
orders for the payment of money made payable to the Corporation may be endorsed
for deposit to the credit of the Corporation with a duly authorized depository
by the Treasurer and/or such other officers or persons as the Board of
Directors from time to time may designate.  SECTION 2.                    Loans.  No loans and no renewals of any loans shall
be contracted on behalf of the Corporation except as authorized by the Board of
Directors.  When authorized to do so, any
officer or agent of the Corporation may effect loans and advances for the Corporation
from any bank, trust company or other institution or from any firm, corporation
or individual, and for such loan and advances may make, execute and deliver
promissory notes, bond or other evidence of indebtedness of the
Corporation.  When authorized so to do,
any officer or agent of the Corporation may pledge, hypothecate or transfer, as
security for the payment of any and all loans, advances, indebtedness and
liabilities of the Corporation, any and all stock, securities and other
personal property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same. 
Such authority may be general or confined to specific instances.  SECTION 3.                    Contracts.  Except as otherwise provided in these Bylaws
or by law or as otherwise directed by the Board of Directors, the Chief
Executive Officer, the President or any Vice President shall be authorized to
execute and deliver, in the name and on behalf of the Corporation, all
agreements, bonds, contracts, deeds, mortgages, and other instruments, either
for the Corporations own account or in a fiduciary or other capacity, and the
seal of the Corporation, if appropriate, shall be affixed thereto by any of
such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the Chief Executive
Officer, the President or any Vice President designated by the Board of
Directors may authorize any other officer, employee or agent to execute and
deliver, in the name and on behalf of the Corporation, agreements, bonds,
contracts, deeds, mortgages, and other instruments, either for the Corporations
own account or in a fiduciary or other capacity, and, if appropriate, to affix
the seal of the Corporation thereto.  The
grant of such authority by the Board or any such officer may be general or
confined to specific instances.  16


SECTION 4.                    Waivers
of Notice.  Whenever any notice is
required to be given by law, by the Certificate of Incorporation or by these
Bylaws to any person or persons, a waiver thereof in writing, signed by the
person or persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.  SECTION 5.                    Offices
Outside of Delaware.  Except as
otherwise required by the laws of the State of Delaware, the Corporation may
have an office or offices and keep its books, documents and papers outside of
the State of Delaware at such place or places as from time to time may be
determined by the Board of Directors or the Chief Executive Officer.  ARTICLE
VII  Amendments  These Bylaws and any
amendment thereof may be altered, amended or repealed, or new Bylaws may be
adopted, by the Board of Directors at any regular or special meeting by the
affirmative vote of a majority of all of the members of the Board, provided in
the case of any special meeting at which all of the members of the Board are
not present, that the notice of such meeting shall have stated that the
amendment of these Bylaws was one of the purposes of the meeting; but these
Bylaws and any amendment thereof may be altered, amended or repealed or new
Bylaws may be adopted by the holders of a majority of the total outstanding
stock of the Corporation entitled to vote at any annual meeting or at any
special meeting, provided, in the case of any special meeting, that notice of
such proposed alteration, amendment, repeal or adoption is included in the
notice of the meeting.  *              *              *              *              *  Amended and Restated as of February 29,
2008.  17