applicable annual meeting has been changed by more than 30 days from the date contemplated at the time ofthe previous year’s proxy statement, a stockholder’s notice must be received by the Secretary notlater than 60 days before the date the Corporation commences mailing of its proxy materials inconnection with the applicable annual meeting. In no event shall the public announcement of anadjournment of an annual meeting commence a new time period for the giving of a stockholder’snotice as described above. A stockholder’s notice to the Secretary shall set forth as to eachmatter the stockholder proposes to bring before the annual meeting (i) a brief description of theproposal desired to be brought before the annual meeting, including the complete text of anyresolutions intended to be submitted at the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and address, as they appear on the Corporation’sbooks, of the stockholder proposing such matter and any other stockholders known by suchstockholder to be supporting such proposal, (iii) the class and number of shares of theCorporation’s stock which are beneficially owned by the stockholder on the date of suchstockholder’s notice and by any other stockholders known by such stockholder to be supporting suchproposal on the date of such stockholder’s notice, and (iv) any financial interest of thestockholder in such proposal. In addition, a stockholder seeking to submit such proposal at themeeting shall promptly provide any other information reasonably requested by the Corporation.     Except as otherwise provided by law, at any time following the Corporation’s receipt of aproposal, the Chairman of the Board (or other presiding officer at an annual meeting) shall havethe power to determine whether any matter proposed to be brought before the annual meeting wasproposed in accordance with the notice procedures set forth in this Section 2 and if any proposalis not in compliance with this Section 2, the Chairman of the Board (or such other presidingofficer) may exclude such proposal from the annual meeting.     Notwithstanding the forgoing provisions of this Section 2, a stockholder who seeks to have anyproposal included in the Corporation’s proxy materials shall comply with the requirements of Rule14a-8 of Regulation 14A under the Securities Exchange Act of 1934, as amended.     In the event a proposal is presented for action at such annual meeting which, in the opinionof the ranking executive officer of the Corporation attending such meeting, requires the giving ofprior notice of such business to stockholders, no action shall be taken on such proposal at suchmeeting unless and until proof of timely and adequate notice of such proposal shall have been filedwith and accepted by the ranking executive officer of the Corporation attending such meeting.     Section 3. Special Meetings. Special meetings of the stockholders may be called by theChief Executive Officer, and shall be called by the Chairman of the Board, the Chief ExecutiveOfficer, the President, a Vice President, the Secretary or an Assistant Secretary, at the requestin writing of a majority of the Board, or of a majority of the Executive Committee, or ofstockholders owning a majority of the outstanding shares having voting power. Such request shallstate the purpose or purposes of the proposed meeting.     Section 4. Notice. Notice of all stockholders’ meetings stating the time and place,and, in the case of special meetings, the purpose or purposes for which the meeting is called,shall be delivered personally or mailed to each stockholder entitled to vote at such meeting not
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less than 30 nor more than 60 days before the meeting of stockholders is to be held, unlessthe stockholder’s meeting is called by the Chairman of the Board, the Chief Executive Officer, thePresident, a Vice President, the Secretary or an Assistant Secretary of the Corporation, at therequest in writing of a majority of the Board, in which case such notice shall be delivered notless than 10 nor more than 60 days before the meeting of stockholders is to be held. If mailed,notice shall be directed to the stockholder at his last known post office address as the sameappears on the stock records of the Corporation.     Section 5. Proxies. At any meeting of the stockholders, each stockholder entitled tovote may vote either in person or by proxy, but no proxy shall be voted on after three years fromits date, unless such proxy shall, on its face, name a longer period for which it is to remain inforce. Each proxy either (a) shall be authorized in writing, subscribed by the stockholder or hisduly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filedwith the Secretary at or before the meeting, or (b) shall be authorized by means of an electronictransmission as permitted by law and shall be filed in accordance with the procedure establishedfor the meeting.     Section 6. Quorum. At any annual or special meeting of stockholders a majority ininterest of the stockholders entitled to vote thereat, present in person or by proxy, shallconstitute a quorum, except as otherwise provided by law, but if at any meeting of the stockholdersthere be less than a quorum present, the stockholders present at such meeting may, without furthernotice, adjourn the same from time to time until a quorum shall attend, but no business shall betransacted at any such adjourned meeting except such as might have been lawfully transacted had themeeting not been adjourned.     Section 7. Voting. Except as otherwise expressly required by statute, the Certificateof Incorporation or these By-Laws, each stockholder shall at each meeting of the stockholders beentitled to one vote in person or by proxy for each share of stock of the Corporation entitled tobe voted thereat held by him and registered in his name on the books of the Corporation          (a) on such date as may be fixed pursuant to Article VIII of these By-Laws as the record datefor the determination of stockholders entitled to notice of and to vote at such meeting; or          (b) in the event that no record date shall have been so fixed, on the date of such meeting;provided, however, that, except where a record date shall have been so fixed, no share of stock ofthe Corporation shall be voted at any election of directors which shall have been transferred onthe books of the Corporation within 20 days prior to such election of directors.     The vote for directors and, upon the demand of any stockholder, the vote upon any questionbefore the meeting shall be by ballot. Except as otherwise provided by law or the Certificate ofIncorporation or these By-Laws, directors shall be elected by a plurality vote of the stockholderspresent or represented at the meeting, and each other question properly presented to any meeting ofstockholders shall be decided by a majority of the votes cast on the question entitled to votethereon. The date and time of the opening and the closing of the polls for each
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matter upon which the stockholders will vote at any meeting of stockholders shall be announcedat the meeting by the Chairman of the Board (or other presiding officer of the Corporation).     Section 8. List of Stockholders. A complete list of the stockholders entitled to voteat the ensuing election, arranged in alphabetical order, with the residence of each, and the numberof voting shares held by each, shall be prepared and filed in the office where the election is tobe held at least 10 days before every election, and shall at all times during the usual hours forbusiness during the said 10 days and during the whole time of said election be open to theexamination of any stockholder.     Section 9. Judges of Election. Whenever a vote at a meeting of stockholders shall beby ballot, the polls shall be opened and closed, the proxies and ballots shall be received, and allquestions pertaining to the qualification of voters and the validity of proxies and the acceptanceor rejection of votes shall be decided by two Judges of Election. Such Judges of Election shall beappointed by the Board before or at the meeting, or in default thereof, by the officer presiding atthe meeting, and shall be sworn to the faithful performance of their duties. If any Judge ofElection previously appointed shall fail to attend or refuse or be unable to serve, a substituteshall be appointed by the presiding officer.     Section 10. Consent Notice. In order that the Corporation may determine thestockholders entitled to consent to corporate action in writing without a meeting, the Board mayfix a record date, which record date shall not precede the date upon which the resolution fixingthe record date is adopted by the Board, and which date shall not be more than 60 nor less than 10days before the date of such meeting. Any stockholder of record seeking to have the stockholdersauthorize or take corporate action by written consent shall, by written notice to the Secretary ofthe Corporation, request the Board to fix a record date. The Board shall promptly, but in allevents within 10 days after the date on which such a request is received, adopt a resolution fixingthe record date. If no record date has been fixed by the Board within 10 days of the date on whichsuch a request is received, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting, when no prior action by the Board is required byapplicable law, shall be the first date on which a signed written consent setting forth the actiontaken or proposed to be taken is delivered to the Corporation by delivery to its registered officein the State of Delaware, its principal place of business, or any officer or agent of theCorporation having custody of the book in which proceedings for stockholder meetings are recorded,to the attention of the Secretary of the Corporation. Delivery shall be by hand or by certified orregistered mail, return receipt requested. If no record date has been fixed by the Board and prioraction by the Board is required by applicable law, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting shall be at the close ofbusiness on the date on which the Board adopts a resolution taking such prior action.
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**ARTICLE III**Directors     Section 1. Powers. Except as otherwise provided by law, by the Certificate ofIncorporation or by these By-Laws, the property, business and affairs of the Corporation shall bemanaged by the Board.     Section 2. Number and Tenure. The Board shall consist of no less than 3 nor more than14 members as the Board may determine from time to time by Resolution of the Board. Directors shallhold office until the next annual election and until their successors shall be duly elected andqualified. The Board shall keep full and fair records and accounts of its proceedings andtransactions. Directors need not be stockholders.     Section 3. Regular Meetings. The Board shall meet for the election of officers and forthe transaction of any other business as soon as practicable after the annual meeting ofstockholders. Other regular meetings of the Board may be held at such times and places as the Boardmay from time to time determine. No notice of any such annual or regular meeting of the Board needbe given.     Section 4. Special Meetings. Special meetings of the Board shall be called by theSecretary or any Assistant Secretary at the request of the Chairman of the Board, the ChiefExecutive Officer, the President or of any two directors. Notice of the time and place of anyspecial meeting of the Board shall be mailed, postage prepaid, to each director at least 48 hoursbefore the time at which the meeting is to be held, or shall be sent by confirmed facsimiletransmission or other form of electronic communication, or be delivered personally or by telephone,at least 24 hours before the time at which such meeting is to be held. Notice of any specialmeeting need not be given to any director who shall waive notice thereof. Any meeting of the Boardshall be a legal meeting without notice thereof having been given, if all the directors of theCorporation then holding office shall be present thereat.     Section 5. Place of Meetings. Meetings of the Board may be held at such places in orout of the State of Delaware as may be fixed by the Board or designated in the notice of themeeting, except that the annual meeting of the Board, if held without notice, shall be held at theprincipal executive office of the Corporation.     Section 6. Quorum. A majority of the Board, but not less than two directors, shallconstitute a quorum for the transaction of business, but if, at any meeting of the Board, there beless than a quorum present, a majority of the directors present may, without further notice,adjourn the same from time to time until a quorum shall attend. A majority of such quorum shalldecide any questions that may come before the meeting.     Section 7. Resignations. A resignation from the Board shall be deemed to take effectupon its receipt by the Corporation unless otherwise specified therein.     Section 8. Vacancies. Vacancies in the Board created on account of death, resignation,removal, disqualification or other causes, or resulting from an increase in the authorized numberof directors, shall be filled by a majority of the directors then in office,
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although less than a quorum, and the directors so chosen shall hold office until the nextannual election and until their successors shall be duly elected and qualified or until theirearlier death, resignation or removal; provided, however, that if the remainingdirectors shall constitute less than a majority of the whole Board, the Court of Chancery may, uponapplication of any stockholder or stockholders holding at least 10% of the total number of sharesof the capital stock of the Corporation at the time outstanding having the right to vote fordirectors, summarily order an election to be held to fill any such vacancies or newly createddirectorships, or to replace the directors chosen by the directors then in office as aforesaid,which election shall be governed by Section 211 of the General Corporation Law of the State ofDelaware (the “DGCL”).     Section 9. Removal. At any meeting of the stockholders called for the purpose anydirector may, by vote of stockholders entitled to cast a majority of the votes then entitled tovote in the election of directors, be removed from office with or without cause.     Section 10. Compensation. Directors shall receive such compensation for their servicesas shall be fixed from time to time by resolution of the Board. Nothing in this Section shall beconstrued to preclude a director from serving the Corporation in any other capacity and receivingcompensation therefore.     Section 11. Nominees for Director. Nominations by stockholders of persons to beelected to the Board shall be made pursuant to timely notice in writing to the Secretary of theCorporation. To be timely, a stockholder’s notice must be delivered to, or mailed and received at,the principal executive offices of the Corporation (a) with respect to an election to be held atthe annual meeting of the stockholders of the Corporation, not less than 90 days nor more than 120days prior to the anniversary date of the immediately preceding annual meeting of stockholders ofthe Corporation, and (b) with respect to an election to be held at a special meeting ofstockholders of the Corporation for the election of directors, not later than the close of businesson the seventh day following the date on which notice of the date of the special meeting was mailedto stockholders of the Corporation or public disclosure of the date of the special meeting wasmade, whichever first occurs. Such stockholder’s notice to the Secretary of the Corporation shallset forth (a) as to each person whom the stockholder proposes to nominate for election orre-election as a director, all information relating to such person that is required to be disclosedin solicitations of proxies for election of directors, or is otherwise required, pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (including such person’swritten consent to being named in the proxy statement as a nominee and to serve as a director ifelected), and (b) as to the stockholder giving the notice (i) the name and address, as they appearon the Corporation’s books, of such stockholder and (ii) the class and number of shares of votingstock of the Corporation which are beneficially owned by such stockholder. In the event that aperson is validly designated as a nominee to be elected to the Board in accordance with theprocedures set forth in this Section 11 and thereafter becomes unable or unwilling to stand forelection to the Board, the stockholder who proposed such nominee may designate a substitutenominee, if such substitute nominee is designated within and in accordance with the timelimitations set forth in this Section 11, upon providing the information specified in clause (a)above with respect to such substitute nominee. Except as otherwise provided by law, at any timefollowing the Corporation’s receipt of a nomination for director of the Corporation by astockholder, the Chairman of the Board (or other presiding officer at an annual meeting) shall havethe power to
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determine whether the proposed nomination was made in accordance with the notice proceduresset forth in this Section 11, and if any nomination is not in compliance with this Section 11, theChairman of the Board (or such other presiding officer) may refuse to acknowledge the nomination ofany such person at the annual meeting. Notwithstanding the foregoing provisions of this Section11, a stockholder shall also comply with all applicable requirements of the Securities Exchange Actof 1934, as amended, and the rules and regulations thereunder with respect to the matters set forthin this Section 11.     Section 12. Board Action By Written Consent In Lieu of Meeting. Action required orpermitted by applicable law, the Certificate of Incorporation or these By-Laws to be taken at ameeting of the Board may be taken without a meeting if the action is taken by all members of theBoard. The action shall be evidenced by one or more written consents describing the action taken,signed, either manually, in facsimile or electronically, by each director, and included in theminutes or filed with the corporate records reflecting the action taken. Action taken under thisSection 12 is effective when the last director signs the consent, unless the consent specifies adifferent effective date.     Section 13. Chairman of the Board; Vice Chairman of the Board. The Board maydesignate from among its members a Chairman of the Board, which person may be an Executive Chairmanof the Board (as described in Article V, Section 2 of these By-Laws), and may also designate a ViceChairman of the Board. The Chairman of the Board shall preside at all meetings of stockholders andof the Board, and shall advise and counsel the officers of the Corporation and shall have andperform such duties as usually devolve upon his role and such other duties as are prescribed bythese By-Laws and by the Board. The Vice Chairman of the Board shall, in the absence of theChairman of the Board, preside at all meetings of stockholders and of the Board, and exercise anddischarge the responsibilities and duties of the Chairman of the Board. He or she shall have andperform such other duties as may be prescribed or assigned by the Board or the Chairman of theBoard.**ARTICLE IV**Committees     Section 1. Executive Committee. The Board, by resolution adopted by a majority of thewhole Board, may designate not less than three of the directors then in office (at least one ofwhom shall be the Chief Executive Officer or the President of the Corporation) to constitute anExecutive Committee. Terms of members of the Executive Committee shall be at the pleasure of theBoard but only while a member remains a director. If the Chairman of the Board is a member of theExecutive Committee, he shall be Chairman of the Committee; otherwise, the Chairman of theExecutive Committee shall be the Chief Executive Officer if he is a member of the ExecutiveCommittee or, if the Chief Executive Officer is not a member of the Executive Committee, thePresident shall be the Chairman of the Executive Committee. To the extent permitted by law orexcept as otherwise provided by this Section 1 or by resolution of the Board, during the intervalsbetween meetings of the Board, the Executive Committee shall possess and may exercise all of thepowers of the Board in the management of the business and affairs of the Corporation. An action ofthe Executive Committee taken within the scope of its authority shall be an act of the Board. Allaction taken by the Executive Committee shall be reported to the
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Board at its regular meeting next succeeding such action, but failure to so render such reportshall not invalidate any such action. Vacancies in the Executive Committee shall be filled by theBoard, but during the temporary absence of a member of the Executive Committee, the remainingmembers of the Executive Committee may appoint a member of the Board to act in the place of suchabsent member.     Section 2. Meetings and Records of Executive Committee. Subject to the provisions ofthese By-Laws, the Executive Committee shall fix its own rules of procedure and shall meet asprovided by such rules or by resolution of the Board, and it shall also meet at the call of theChairman of the Board, the Chief Executive Officer or the President of the Corporation or of anytwo members of the Committee. Notice of meetings of the Executive Committee may be given orally, bytelephone, or in any other manner that reasonably assures receipt thereof and no minimum advancenotice shall be required. No notice shall be required for any meeting of the Executive Committee inwhich a majority of its members participate, action may be taken by the Executive Committee in anymanner permitted for directors’ actions or meetings under Delaware law, and action taken by amajority of the members of the Executive Committee shall constitute the action of the ExecutiveCommittee. Two members of the Executive Committee shall constitute a quorum. The ExecutiveCommittee shall keep records of its proceedings and transactions.     Section 3. Other Committees. The Board may by resolution provide for such otherstanding or special committees as it deems desirable and discontinue the same at pleasure. Eachsuch committee shall have such powers and perform such duties, not inconsistent with law, as may beassigned to it by the Board. If provision be made for any such committee, the members thereof shallbe appointed by the Board and shall serve during the pleasure of the Board. Vacancies on suchcommittees shall be filled by the Board. Section 2 of this Article IV shall also apply to themeetings of such other committees mutatis mutandis.**ARTICLE V**Officers     Section 1. General. The officers of the Corporation may consist of an ExecutiveChairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a ChiefFinancial Officer, one or more Executive Vice Presidents, Senior Vice Presidents and/or VicePresidents (some of whom may have particular authority and responsibilities as designated in theirtitles by the Board), a Secretary, a Controller, a Treasurer and such Assistant Vice Presidents,Assistant Secretaries, Assistant Treasurers or other subordinate officers as may from time to timebe designated by the Board. One person may hold more than one office, and no officer (other thanan Executive Chairman of the Board) need be a director. These said officers shall have all theusual powers and shall perform all of the usual duties incident to their respective offices andshall, in addition, perform such other duties as shall be assigned to them from time to time by theBoard. In its discretion, the Board may leave unfilled any office, except that there shall alwaysbe either a Chief Executive Officer or a President of the Corporation.     Section 2. Executive Chairman. If the Board designates the Chairman of the Board asthe Executive Chairman of the Board, he or she shall be an officer of the Corporation. The
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Executive Chairman of the Board: (i) shall provide advice and counsel to the Chief ExecutiveOfficer, the President and other members of senior management in areas such as corporate andstrategic planning and policy, acquisitions, major capital expenditures and other areas requestedby the Board; (ii) may sign and execute any document, deed, paper, mortgage, bond, stockcertificate, contract or other instrument or obligation in the name and on behalf of theCorporation, except in cases where the execution thereof shall be expressly delegated by the Boardor by these By-Laws to some other officer or agent of the Corporation or shall be required by lawto be otherwise executed; and (iii) shall, in general, perform all duties as may be prescribed bythese By-Laws or assigned to him or her by the Board from time to time.     Section 3. Chief Executive Officer. Subject to the control of the Board, the ChiefExecutive Officer shall be responsible for the general management of the business of theCorporation and shall have supervisory authority over the general policies and business of theCorporation, and may sign and execute any document, deed, paper, mortgage, bond, stock certificate,contract or other instrument or obligation in the name and on behalf of the Corporation, except incases where the execution thereof shall be expressly delegated by the Board or by these By-Laws tosome other officer or agent of the Corporation or shall be required by law to be otherwiseexecuted, and shall exercise such other powers as the Board may from time to time direct. In theevent that the positions of Chairman of the Board and Vice Chairman of the Board are unfilled, theChief Executive Officer shall in addition have the authority and responsibilities of the Chairmanof the Board.     Section 4. President. The President shall, subject to the powers of supervision andcontrol conferred upon the Chief Executive Officer, have all necessary powers to discharge suchresponsibility including the powers to sign and execute any document, deed, paper, mortgage, bond,stock certificate, contract or other instrument or obligation in the name and on behalf of theCorporation, except in cases where the execution thereof shall be expressly delegated by the Boardor by these By-Laws to some other officer or agent of the Corporation or shall be required by lawto be otherwise executed, and such other powers as the Board may from time to time direct. In theevent that the office of Chief Executive Officer is unfilled, the President shall in addition havethe authority and responsibilities of the Chief Executive Officer as specified in Section 3 of thisArticle.     Section 5. Chief Operating Officer. The Chief Operating Officer shall perform suchduties as are customary for a chief operating officer to perform, including the powers to sign andexecute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrumentor obligation in the name and on behalf of the Corporation, except in cases where the executionthereof shall be expressly delegated by the Board or by these By-Laws to some other officer oragent of the Corporation or shall be required by law to be otherwise executed, and shall performsuch other duties as from time to time may be assigned to him or her by the Board of Directors, theChief Executive Officer or the President.     Section 6. Chief Financial Officer. The Chief Financial Officer shall perform suchduties as are customary for a chief financial officer to perform, including the powers to sign andexecute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrumentor obligation in the name and on behalf of the Corporation, except in cases where the executionthereof shall be expressly delegated by the Board or by these By-Laws to some other
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officer or agent of the Corporation or shall be required by law to be otherwise executed, andshall perform such other duties as from time to time may be assigned to him or her by the Board ofDirectors, the Chief Executive Officer or the President.     Section 7. Executive and Senior Vice Presidents; Vice Presidents. Each Executive VicePresident, Senior Vice President, or Vice President shall exercise general supervision and haveexecutive control of such departments of the Corporation’s business, or perform such otherexecutive duties as shall from time to time be assigned to him or her by the Board, the ChiefExecutive Officer or by the President. The Board shall have the power to designate particularareas of authority and responsibility of an Executive Vice President, Senior Vice President or VicePresident and to indicate such designation in such officer’s title. In case of the absence ordisability of the Chief Executive Officer and the President, each Executive Vice President andSenior Vice President (without regard to whether his or her title specifies particular areas ofauthority and responsibility) and each Vice President whose title does not designate specific areasof authority and responsibility shall be vested with all the powers of the Chief Executive Officerand the President in respect of the powers to sign and execute any document, deed, paper, mortgage,bond, stock certificate, contract or other instrument or obligation in the name and on behalf ofthe Corporation, except in cases where the execution thereof shall be expressly delegated by theBoard or by these By-Laws to some other officer or agent of the Corporation or shall be required bylaw to be otherwise executed. In the case of each Vice President whose title indicates one or morespecific areas of authority and responsibility, such Vice President’s authority andresponsibilities shall be limited to the area or areas designated in such Vice President’s title asspecified by the Board.     Section 8. Secretary. The Secretary shall keep the minutes of the meetings of thestockholders and of the Board and of the Executive Committee, in books provided for the purpose; heor she shall see that all notices are duly given in accordance with the provisions of theseBy-Laws, or as required by law; he or she shall be custodian of the records and of the corporateseals of the Corporation; he or she shall see that the corporate seal is affixed to all documents,the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and whenso affixed may attest the same; and, in general, he or she shall perform all duties incident to theoffice of a secretary of a corporation, and such other duties as from time to time may be assignedby the Board. The Secretary may sign, with the Chief Executive Officer, the President, the ChiefFinancial Officer or a Vice President, certificates of the stock of the Corporation. The Secretaryshall be sworn to the faithful discharge of his duties.     Section 9. Controller. The Controller shall report directly to the Chief FinancialOfficer, and shall have charge of the supervision of the accounting system of the Corporation,including the preparation and filing of all reports required by law to be made to any publicauthorities and officials. He or she shall perform such other duties as are usually associatedwith his office or as shall be assigned to him by the Board, the President or the Chief FinancialOfficer.     Section 10. Treasurer. The Treasurer shall report directly to the Chief FinancialOfficer, and shall have charge of and be responsible for all funds, securities, receipts anddisbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of theCorporation, all moneys or other valuable effects in such banks, trust companies or other
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depositories as shall, from time to time, be selected by the Board; he shall render to theChief Executive Officer, the Chief Financial Officer and to the Board, whenever requested, anaccount of the financial condition of the Corporation; he or she may sign, with the Chief ExecutiveOfficer, the President, the Chief Financial Officer or a Vice President, certificates of stock ofthe Corporation; and, in general, shall perform all the duties incident to the office of atreasurer of a corporation, and such other duties as may be assigned by the Board.     Section 11. Assistant Officers. Each assistant officer shall perform such duties andhave such responsibilities as may be delegated to him or her by the superior officer to whom he ismade responsible, by designation of the Chief Executive Officer, or as the Board may prescribe.The Board may, from time to time, authorize any executive officer to appoint and remove assistantofficers and prescribe the powers and duties thereof.     Section 12. Officers Holding Two or More Offices. Any person may hold two or moreoffices except that the person holding the office of Secretary may not also hold the office ofChairman of the Board, Vice Chairman of the Board, Chief Executive Officer or President and noofficer shall execute, acknowledge or verify any instrument in more than one capacity, if suchinstrument be required by law, by the Certificate of Incorporation, or by these By-Laws, to beexecuted, acknowledged or verified by any two or more officers.     Section 13. Voting of Other Stock. Unless specifically directed otherwise byresolution of the Board, each of the Chief Executive Officer and the President shall have fullpower and authority on behalf of the Corporation to vote the stock of any other corporation ownedor held by the Corporation at any meeting of the stockholders of such other corporation, or toexecute the written consent of this Corporation to any action that may be taken by the stockholdersof such other corporation without a meeting.     Section 14. Compensation. The Board shall have power to fix the compensation of allofficers of the Corporation. It may authorize any officer, upon whom the power of appointingsubordinate officers may have been conferred, to fix the compensation of such subordinate officers.     Section 15. Removal. Any officer of the Corporation may be removed, with or withoutcause, by the Board at a meeting called for that purpose, or (except in case of an officer electedby the Board) by an officer upon whom such power of removal may have been conferred.     Section 16. Indemnification. The Corporation shall indemnify any person (includingthe heirs, executors or administrators of such a person) who was or is a party or is threatened tobe made a party to any threatened, pending or completed action, suit or proceeding, by reason ofthe fact that he or she is or was a director, officer, employee or agent of the Corporation or isor was serving at the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterprise, in accordance with andto the fullest extent permitted by the DGCL as same may be amended from time to time, including theadvancement of expenses incurred by the indemnified person in defending any such threatened,pending or completed action, suit or proceeding. To the extent the present or former spouse(s) ofany party indemnified hereunder is made a party or is threatened to be made a party to anythreatened, pending or completed action, suit or proceeding solely by virtue of his or her marital
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relationship to such indemnified party, such spouse shall be indemnified hereunder to thefullest extent permitted by the DGCL as same may be amended from time to time. Except as the Boardof the Corporation in its discretion (but subject to applicable law) may otherwise determine, suchindemnification shall be afforded only if such person within 5 business days after his becomingaware of the institution of such action, suit or proceeding, shall have notified in writing byregistered or certified mail, the Chief Executive Officer, President or Secretary of theCorporation of the institution of such action, suit or proceeding, and shall have furnished suchChief Executive Officer, President or Secretary with true copies of all papers served upon orotherwise received by such person relating to such action, suit or proceeding, and shall makeavailable to officers or counsel of the Corporation all information necessary to keep theCorporation currently advised as to the status of such action, suit, or proceeding, and permit theCorporation, at its option and expense, at any time during the course of such action, suit orproceeding, through counsel of the Corporation’s choosing, to participate in or direct the defensethereof in good faith, and in case of any proposed settlement of any action, suit or proceeding thedefense of which is not directed by the Corporation, to submit the proposed terms and conditionsthereof to the Board of the Corporation for their approval, failing which no indemnificationhereunder shall be afforded for any such settlement. Such indemnification as hereinabove providedshall not be deemed exclusive of any other rights to which those indemnified may be entitled underany agreement, vote of stockholders or disinterested directors, or otherwise.**ARTICLE VI**Fiscal Year     Effective beginning with the fiscal year ending December 31, 2003, the fiscal year of theCorporation shall end on the thirty-first day of December in each year, or on such other day as maybe fixed from time to time by the Board.**ARTICLE VII**Seal     The Board shall provide a suitable seal, having inscribed thereon the name of the Corporation;the year of its incorporation and such other appropriate legend as may from time to time bedetermined by the Board. If deemed advisable by the Board, a duplicate seal or duplicate seals maybe provided and kept for the necessary purposes of the Corporation.**ARTICLE VIII**Stock     Section 1. Certificates. Certificates of stock shall be issued in such form as may beapproved by the Board and shall be signed by the Chief Executive Officer, the President, the ChiefFinancial Officer or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretaryor an Assistant Secretary, and sealed with the seal of the Corporation; provided,however, that where any such certificate is signed by a Transfer Agent and by a Registrar,the signature of any such Chief Executive Officer, President, Chief Financial Officer, Vice
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President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary and the seal ofthe Corporation upon such certificates may be facsimiles engraved or printed thereon. The sharesof the Corporation’s capital stock may be certificated or uncertificated in accordance with thelaws of the State of Delaware.     Section 2. Transfer Agents and Registrars. The Board shall have power and authority tomake all such rules and regulations as it may deem expedient concerning the issue, registration,and transfer of certificates of stock, and may appoint Transfer Agents and Registrars thereof.     Section 3. Closing of Books. The Board shall have power to close the stock transferbooks of the Corporation for a period not exceeding 60 days preceding the date of any meeting ofstockholders or the date for payment of any dividend or the date for the allotment of rights or thedate when any change or conversion or exchange of capital stock shall go into effect; provided,however, that in lieu of closing the stock transfer books as aforesaid, the Board may fix inadvance a date, not exceeding 60 days preceding the date of any meeting of stockholders or the datefor the payment of any dividend, or the date for the allotment of rights, or the date when anychange or conversion or exchange of capital stock shall go into effect, as a record date for thedetermination of the stockholders entitled to notice of, and to vote at, any such meeting, orentitled to receive payment of any such dividend, or to any such allotment of rights, or toexercise the rights in respect of any such change, conversion or exchange of capital stock, and insuch case only such stockholders as shall be stockholders of record on the date so fixed shall beentitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend,or to receive such allotment of rights, or to exercise such rights, as the case may be,notwithstanding any transfer of any stock on the books of the Corporation after any such recorddate fixed as aforesaid.     Section 4. Lost, Mutilated, or Destroyed Certificates. In case any certificate ofstock is lost, mutilated or destroyed, the Board may authorize the issue of a new certificate inplace thereof upon such terms and conditions, as it may deem advisable.**ARTICLE IX**Signatures     Section 1. Checks. All checks, drafts, notes or other obligations of the Corporationshall be signed by the Chief Executive Officer, the President, the Chief Financial Officer and/or aVice President, and/or the Treasurer, Assistant Treasurer, Controller or by any person or personsthereunto authorized by the Board or the Executive Committee.     Section 2. Endorsements. All endorsements, assignments, transfers, stock powers orother instruments of transfer of securities standing in the name of the Corporation shall beexecuted for and in the name of the Corporation by the Chief Executive Officer, the President or aVice President, and the Secretary or an Assistant Secretary, or by any person or persons thereuntoauthorized by the Board or the Executive Committee.
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     Section 3. Proxies. Except as otherwise authorized or directed from time to time bythe Board or the Executive Committee, the Chief Executive Officer of the Corporation, or in hisabsence or disability, the President or an Executive or Senior Vice President of the Corporation,may authorize from time to time the signature and issuance of proxies to vote upon, and/or ofconsents or waivers in respect of, shares of stock of other corporations standing in the name ofthe Corporation. All such proxies, consents or waivers shall be signed in the name of theCorporation by the Chief Executive Officer, the President or an Executive or Senior Vice Presidentand the Secretary or an Assistant Secretary.**ARTICLE X**Notice of Meetings     Whenever by law or by the Certificate of Incorporation or by these By-Laws notice is requiredto be given to any stockholder, such notice shall be delivered by first-class mail, postageprepaid, and the time when the same shall be mailed shall be deemed to be the time of the giving ofsuch notice.**ARTICLE XI**Amendments     These By-Laws may be amended or repealed or new By-Laws may be adopted only by the affirmativevote of the holders of not less than 67% of the stock issued and outstanding and entitled to votethereon at any regular or special meeting of the stockholders, if notice of the proposed alterationor amendment be contained in the notice of meeting, or by the affirmative vote of a majority of theBoard.
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