**Exhibit 3.2**

**AMENDED AND RESTATED BYLAWS OFUNITED ONLINE, INC.**

**ARTICLE 1OFFICES**

    Section1.1*  Offices.*  UnitedOnline, Inc., a Delaware corporation (the “Corporation”), may have officesat such places both within and without the State of Delaware as the board ofdirectors of the Corporation (the “Board of Directors”) may from time to timedetermine or the business of the Corporation may require.

**ARTICLE 2MEETINGS OF STOCKHOLDERS**

    Section2.1*  Place of Meetings.*  Meetingsof the stockholders for the election of directors or for any other purposeshall be held at such time and place, either within or without the State ofDelaware, as shall be designated from time to time by the Board of Directors.

    Section2.2*  Annual Meetings .*  Theannual meetings of stockholders for the election of directors shall be held onsuch date and at such time as shall be designated from time to time by theBoard of Directors. Any other proper business may be transacted at the annualmeeting of stockholders.

    Section2.3*  Special Meetings.*  Unlessotherwise required by law or by the certificate of incorporation of theCorporation (as amended from time to time and including any certificates ofdesignation with respect to any preferred stock of the Corporation, the “Certificateof Incorporation”), special meetings of stockholders, for any purpose orpurposes, may be called by the Board of Directors pursuant to a resolutionstating the purpose or purposes thereof or by the Chairman, if there be one.Any power of stockholders of the Corporation to call a special meeting isspecifically denied. Notice of a special meeting stating the place, date andhour of the meeting and the purpose or purposes for which the meeting is calledshall be given not less than ten or more than sixty days before the date of themeeting to each stockholder entitled to vote at such meeting. Only suchbusiness shall be conducted at a special meeting as shall be specified in thenotice of meeting (or any supplement thereto).

    Section2.4*  Adjournments.*  Anymeeting of the stockholders may be adjourned from time to time to reconvene atthe same or some other place, and notice need not be given of any suchadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken. At the adjourned meeting, the Corporation maytransact any business which might have been transacted at the original meeting.If the adjournment is for more than thirty days, or if after the adjournment anew record date is fixed for the adjourned meeting, notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at themeeting.

    Section 2.5*  Quorum.*  Unlessotherwise required by law or the Certificate of Incorporation, the presence inperson or by proxy of the holders of shares of capital stock entitled to cast amajority of all the votes which could be cast at such meeting by the holders ofall of the outstanding shares of capital stock entitled to vote at such meetingshall constitute a quorum at all meetings of the stockholders for thetransaction of business. A quorum, once established, shall not be broken by thewithdrawal of enough votes to leave less than a quorum. If, however, suchquorum shall not be present or represented at any meeting of the stockholders,the chairman presiding at the meeting or the stockholders entitled to votethereat, present in person or represented by proxy, shall have power to adjournthe meeting from time to time, in the manner provided in Section 2.4,until a quorum shall be present or represented.

    Section 2.6*  Voting.*  When aquorum is present at any meeting, the vote of the holders of a majority of thestock having voting power present in person or represented by proxy shalldecide any 

----

questionbrought before such meeting, unless the question is one upon which by expressprovision of applicable statute or of the certificate of incorporation or theBylaws, a different vote is required, in which case such express provisionshall govern and control the decision of such question. Votes of stockholdersentitled to vote at a meeting of stockholders may be cast in person or byproxy. The Board of Directors, in its discretion, or the chairman presiding ata meeting of stockholders, in such person’s discretion, may require that anyvotes cast at such meeting shall be cast by written ballot.

    Section2.7*  No Consent of Stockholders inLieu of Meeting.*  Unless otherwise provided in theCertificate of Incorporation, any action required or permitted to be taken bythe stockholders of the Corporation may be effected only at a duly calledannual or special meeting of such holders and may not be effected by consent bysuch holders in lieu of such a meeting.

    Section2.8*  Voting List.*  Theofficer who has charge of the stock ledger of the Corporation shall prepare andmake, or cause a third party to prepare and make, at least ten days beforeevery meeting of stockholders, a complete list of the stockholders entitled tovote at the meeting, arranged in alphabetical order, and showing the address ofeach stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, forany purpose germane to the meeting for a period of at least ten days prior tothe meeting: (a) on a reasonably accessible electronic network; provided,that the information required to gain access to such list is provided with thenotice of the meeting, or (b) during ordinary business hours, at theprincipal place of business of the Corporation. If the meeting is to be held ata place, then the list shall be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any stockholderwho is present. If the meeting is to be held solely by means of remotecommunication, then the list shall also be open to the examination of anystockholder during the whole time of the meeting on a reasonably accessibleelectronic network, and the information required to access such list shall beprovided with the notice of the meeting.

    Section2.9*  Stock Ledger.*  Thestock ledger of the Corporation shall be the only evidence as to who are thestockholders entitled to examine the stock ledger, the list required bySection 2.8 or the books of the Corporation, or to vote in person or byproxy at any meeting of stockholders of the Corporation.

    Section2.10*  Nomination of Directors.*  Onlypersons who are nominated in accordance with the following procedures shall beeligible for election as directors of the Corporation, except as may beotherwise provided in the Certificate of Incorporation with respect to theright of holders of preferred stock of the Corporation to nominate and elect aspecified number of directors in certain circumstances. Nominations of personsfor election to the Board of Directors may be made at any annual meeting ofstockholders (a) by or at the direction of the Board of Directors (or anyduly authorized committee thereof) or (b) by any stockholder of theCorporation (i) who is a stockholder of record on the date of the givingof the notice provided for in this Section 2.10 and on the record date forthe determination of stockholders entitled to vote at such annual meeting and(ii) who complies with the notice procedures set forth in this section 2.10.

    Inaddition to any other applicable requirements, for a nomination to be made by astockholder of the Corporation, such stockholder must have given timely noticethereof in proper written form to the Secretary of the Corporation (the “Secretary”).

    Tobe timely, a stockholder’s notice to the Secretary must be delivered to ormailed and received at the principal executive offices of the corporation notless than ninety days nor more than one hundred and twenty days prior to theanniversary date of the immediately preceding annual meeting of stockholders; *provided*, *however*,that if the annual meeting is called for a date that is not within thirty daysbefore or after such anniversary date, notice by the stockholder in order to betimely must be so received not later than the close of business on the tenthday following the day on which such notice of 

2

----

the dateof the annual meeting was mailed or public disclosure of the date of the annualmeeting was made, whichever first occurs.

    Tobe in proper written form, a stockholder’s notice to the Secretary must setforth (a) as to each person whom the stockholder proposes to nominate forelection as a director (i) the name, age, business address and residenceaddress of the person, (ii) the principal occupation or employment of theperson, (iii) the class or series and number of shares of capital stock ofthe Corporation which are owned beneficially or of record by the person thatwould be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for election ofdirectors pursuant to Section 14 of the Securities Exchange Act of 1934,as amended (including the rules and regulations thereunder, the “Exchange Act”);and (b) as to the stockholder giving the notice (i) the name andrecord address of such stockholder, (ii) the class or series and number ofshares of capital stock of the Corporation which are owned beneficially or ofrecord by such stockholder, (iii) a description of all arrangements orunderstandings between such stockholder and each proposed nominee and any otherperson or persons (including their names) pursuant to which the nomination(s)are to be made by such stockholder, (iv) a representation that such stockholderintends to appear in person or by proxy at the annual meeting to nominate thepersons named in such notice and (v) any other information relating tosuch stockholder that would be required to be disclosed in a proxy statement orother filings required to be made in connection with solicitations of proxiesfor election of directors pursuant to Section 14 of the Exchange Act. Suchnotice must be accompanied by a written consent of each proposed nominee tobeing named as a nominee and to serve as a director if elected.

    Noperson shall be eligible for election as a director of the Corporation unlessnominated in accordance with the procedures set forth in thisSection 2.10. If the chairman of the annual meeting determines that anomination was not made in accordance with the foregoing procedures, thechairman shall declare to the meeting that the nomination was defective andsuch defective nomination shall be disregarded.

    Section2.11*  Business at Annual Meetings.*  Nobusiness may be transacted at an annual meeting of stockholders, other thanbusiness that is either (a) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors (orany duly authorized committee thereof), (b) otherwise properly broughtbefore the annual meeting by or at the direction of the Board of Directors (orany duly authorized committee thereof) or (c) otherwise properly broughtbefore the annual meeting by any stockholder of the Corporation (i) who isa stockholder of record on the date of the giving of the notice provided for inthis Section 2.11 and on the record date for the determination ofstockholders entitled to vote at such annual meeting and (ii) who complieswith the notice procedures set forth in this Section 2.11.

    Inaddition to any other applicable requirements for business to be properlybrought before an annual meeting by a stockholder of the Corporation, suchstockholder must have given timely notice thereof in proper written form to theSecretary.

    Tobe timely, a stockholder’s notice to the Secretary must be delivered to ormailed and received at the principal executive offices of the Corporation notless than ninety days nor more than one hundred and twenty days prior to theanniversary date of the immediately preceding annual meeting of stockholders; *provided, however,* that in the event thatthe annual meeting is called for a date that is not within thirty days beforeor after such anniversary date, notice by the stockholder in order to be timelymust be so received not later than the close on the tenth day following the dayon which such notice of the date of the annual meeting was mailed or suchpublic disclosure of the date of the annual meeting was made, which ever firstoccurs.

    Tobe in proper written form, a stockholder’s notice to the Secretary must setforth as to each matter such stockholder proposes to bring before the annualmeeting (i) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business 

3

----

at theannual meeting, (ii) the name and record address of such stockholder,(iii) the class or series and number of shares of capital stock of theCorporation which are owned beneficially or of record by such stockholder,(iv) a description of all arrangements or understandings between suchstockholder and any other person or persons (including their names) inconnection with the proposal of such business by such stockholder and anymaterial interest of such stockholder in such business and (v) arepresentation that such stockholder intends to appear in person or by proxy atthe annual meeting to bring such business before the meeting.

    Nobusiness shall be conducted at the annual meeting of stockholders exceptbusiness brought before the annual meeting in accordance with the proceduresset forth in this Section 2.11, *provided,however,* that, once business has been properly brought before theannual meeting in accordance with such procedures, nothing in thisSection 2.11 shall be deemed to preclude discussion by any stockholder ofany such business. If the chairman of an annual meeting determines thatbusiness was not properly brought before the annual meeting in accordance withthe foregoing procedures, the chairman shall declare to the meeting that thebusiness was not properly brought before the meeting and such business shallnot be transacted.

    Section2.12*  Conduct of Meetings.*  TheBoard of Directors may adopt by resolution such rules and regulations for theconduct of meetings of the stockholders of the Corporation as it shall deemappropriate. Except to the extent inconsistent with such rules and regulationsas adopted by the Board of Directors, the chairman of any meeting of thestockholders shall have the right and authority to prescribe such rules,regulations and procedures and to do all such acts as, in the judgment of suchchairman, are appropriate for the proper conduct of the meeting. Such rules,regulations or procedures, whether adopted by the Board of Directors orprescribed by the chairman of the meeting, may include, without limitation, thefollowing: (i) the establishment of an agenda or order of business for themeeting; (ii) the determination of when the polls shall open and close forany given matter to be voted on at the meeting; (iii) rules and proceduresfor maintaining order at the meeting and the safety of those present;(iv) limitations on attendance at or participation in the meeting tostockholders of record of the corporation, their duly authorized andconstituted proxies or such other persons as the chairman of the meeting shalldetermine; (v) restrictions on entry to the meeting after the time fixedfor the commencement thereof; and (vi) limitations on the time allotted toquestions or comments by participants.

    Section2.13*  Inspectors of Election.*  Beforeany meeting of stockholders of the Corporation, the Board of Directors shallappoint an inspector or inspectors of election to act at the meeting or itsadjournment. The number of inspectors shall be either one or three. If anyperson appointed as inspector fails to appear or fails or refuses to act, thenthe chairman of the meeting may, and upon the request of any stockholder or astockholder’s proxy shall, appoint a person to fill that vacancy.

    Suchinspectors shall: (a) determine the number of shares outstanding and thevoting power of each, the number of shares represented at the meeting, theexistence of a quorum, and the authenticity, validity, and effect of proxies;(b) receive votes, ballots or consents; (c) hear and determine allchallenges and questions in any way arising in connection with the right tovote; (d) count and tabulate all votes or consents; (e) determine theresult; and (f) do any other acts that may be proper to conduct theelection or vote with fairness to all stockholders. The inspectors of electionshall perform their duties impartially, in good faith, to the best of theirability and as expeditiously as is practical. If there are three inspectors ofelection, the decision, act or certificate of a majority is effective in allrespects as the decision, act or certificate of all. Any report or certificatemade by the inspectors of election is prima facie evidence of the facts startedtherein.

4

----

**ARTICLE 3DIRECTORS**

    Section3.1*  Number.*  Theauthorized number of directors shall be fixed and may be changed from time totime by resolution of the Board of Directors.

    Noreduction of the authorized number of directors shall have the effect ofremoving any director before that director’s term of office expires. If for anycause, the directors shall not have been elected at an annual meeting, they maybe elected as soon thereafter as convenient at a special meeting of thestockholders of the Corporation called for that purpose in the manner providedin the Bylaws. The number of directors may not be increased by more than oneunless approved by (a) two thirds of each class of directors or(b) two thirds of each outstanding class or series of such class of stockof the Corporation.

    Section3.2*  Election and Term of Officeof Directors.*  Except as provided in the Certificate ofIncorporation or the Bylaws, directors shall be classified, with respect to thetime for which they severally hold office, into three classes, as nearly equalin number as possible, one class to be originally elected for a term expiringat the next following annual meeting of stockholders, another class to beoriginally elected for a term expiring at the second following annual meetingof stockholders, and another class to be originally elected for a term expiringat the third following annual meeting of stockholders, with each class to holdoffice until its successor is duly elected and qualified. At each succeedingannual meeting of stockholders, directors elected to succeed those directorswhose terms then expire shall be elected for a term of office to expire at thethird succeeding annual meeting of stockholders after their election, with eachdirector to hold office until such person’s successor shall have been electedand qualified or until such person’s earlier resignation or removal. Eachdirector, including a director elected or appointed to fill a vacancy, shallhold office until his or her successor is elected and qualified or until hisearlier resignation or removal. Directors need not be stockholders unless sorequired by the Certificate of Incorporation or by the Bylaws, wherein otherqualifications for directors may be prescribed. Election of directors need notbe by written ballot unless so required by the Certificate of Incorporation orby the Bylaws.

    Section3.3*  Duties and Powers.*  Thebusiness and affairs of the Corporation shall be managed by or under thedirection of the Board of Directors which may exercise all such powers of theCorporation and do all such lawful acts and things as are not by statute or bythe Certificate of Incorporation or by the Bylaws required to be exercised ordone by the stockholders of the Corporation.

    Section 3.4*  Meetings.*  The Boardof Directors may hold meetings, both regular and special, either within orwithout the State of Delaware. Regular meetings of the Board of Directors maybe held without notice at such time and at such place as may from time to timebe determined by the Board of Directors. Special meetings of the Board ofDirectors may be called by the Chairman of the Board or the chief executiveofficer on two hours’ notice to each director by phone, fax or electronic mail;special meetings shall be called by the Chairman of the Board, the chiefexecutive officer or secretary in like manner and on like notice on the writtenrequest of a majority of the Board unless the Board consists of only onedirector, in which case special meetings shall be called by the Chairman of theBoard, the chief executive officer or secretary in like manner and on likenotice on the written request of the sole director.

    Section 3.5*  Quorum.*  Except asotherwise required by law, the Certificate of Incorporation or the Bylaws, atall meetings of the Board of Directors, a majority of the entire Board ofDirectors shall constitute a quorum for the transaction of business and the actof a majority of the directors present at any meeting at which there is aquorum shall be the act of the Board of Directors. If a quorum shall not bepresent at any meeting of the Board of Directors, the directors present at suchmeeting may adjourn the meeting from time to time, without notice other thanannouncement at the meeting of the time and place of the adjourned meeting, untila quorum shall be present.

5

----

    Section3.6*  Actions by Written Consent ofthe Board.*  Unless otherwise provided in the Certificateof Incorporation or the Bylaws, any action required or permitted to be taken atany meeting of the Board of Directors or of any committee thereof may be takenwithout a meeting, if all the members of the Board of Directors or committee,as the case may be, consent thereto in writing or electronic communication, andthe writing, writings or paper copies of the electronic communications arefiled with the minutes of proceedings of the Board of Directors or committee.

    Section3.7*  Resignation and Vacancies.*  Anydirector may resign effective on giving written notice or notice by electronictransmission to the chairman of the board, the president, the secretary or theboard of directors, unless the notice specifies a later time for thatresignation to become effective. If the resignation of a director is effectiveat a future time, the board of directors may elect a successor to take officewhen the resignation becomes effective.

    Unlessotherwise provided in the Certificate of Incorporation, vacancies and newlycreated directorships resulting from any increase in the authorized number ofdirectors elected by all of the stockholders having the right to vote as asingle class may be filled by a majority of the directors then in office, evenif less than a quorum, or by a sole remaining director. Each director soelected shall hold office for the remainder of the full term of the class ofdirectors in which the new directorship was created or the vacancy occurred anduntil a successor has been elected and qualified.

    Unlessotherwise provided in the Certificate of Incorporation, whenever the holders ofany class or classes of stock or series of stock of the Corporation areentitled to elect one or more directors by the provisions of the Certificate ofIncorporation, vacancies and newly created directorships of such class orclasses or series may be filled by a majority of the directors elected by suchclass or classes or series of stock of the Corporation then in office, or by asole remaining director so elected.

    Section3.8*  Standing Committees.*  TheBoard of Directors, by resolution adopted by a majority of the entire Board,shall appoint from among its members (i) an Audit Committee and(ii) a Compensation Committee, to perform the functions traditionallyperformed by such committees.

    Section 3.9*  Committees.*  TheBoard of Directors may designate one or more other committees (in addition tothe mandatory standing committees described in Section 3.8), each suchother committee to consist of one or more of the directors of the Corporation.With respect to all Board committees (including, but not limited to, the standingcommittees described in Section 3.8), in the absence or disqualificationof a member of a committee, and in the absence of a designation by the Board ofDirectors of an alternate member to replace the absent or disqualified member,the member or members of any committee present at any meeting and notdisqualified from voting, whether or not such member or members constitute aquorum, may unanimously appoint another member of the Board of Directors to actat the meeting in the place of any absent or disqualified member. Any committee(including, but not limited to, any standing committee described inSection 3.8), to the extent permitted by law and subject to the resolutionestablishing such committee, shall have and may exercise all the powers and authorityof the Board of Directors in the management of the business and affairs of theCorporation, and may authorize the seal of the Corporation to be affixed to allpapers which may require it. Each committee (including, but not limited to,each standing committee described in Section 3.8) shall keep regularminutes and report to the Board of Directors when required.

    Section3.10*  Compensation.*  Thedirectors may be paid their expenses, if any, of the attendance at each meetingof the Board of Directors and shall receive such compensation for theirservices as directors as shall be determined by the Board of Directors. No suchpayment shall preclude any director from serving the Corporation in any othercapacity and receiving compensation therefor. Members of special or standingcommittees may be allowed like compensation for attending committee meetings.

6

----

**ARTICLE 4NOTICES**

    Section4.1*  Notice to Directors andStockholders.*  Whenever, under the provisions ofapplicable law, the Certificate of Incorporation or the Bylaws, notice isrequired to be given to any director or stockholder, it shall not be construedto mean personal notice, but such notice may be given in writing, by mail,addressed to such director or stockholder, at his, her or its address as it appearson the records of the Corporation, with postage thereon prepaid, and suchnotice shall be deemed to be given at the time when the same shall be depositedin the United States mail or, by a form of electronic transmission consented toby stockholder or director to whom notice is given. An affidavit of theSecretary or an Assistant Secretary of the Corporation or of the transfer agentor other agent of the Corporation that the notice has been given shall in theabsence of fraud, be prima facie evidence of the facts stated therein. Noticeto directors may also be given by telephone, facsimile, telegram or electronictransmission.

    Section 4.2*  Waiver.*  Whenevernotice is required to be given under applicable law, the Certificate ofIncorporation or the Bylaws, a written waiver, signed by the person or personsentitled to said notice, or a waiver by electronic transmission by the personentitled to said notice, whether before or after the time stated therein, shallbe deemed equivalent thereto. The written waiver or any waiver by electronictransmission need not specify the business to be transacted at, nor the purposeof, any regular or special meeting of the stockholders, directors, or membersof a committee of directors. Attendance of a person at a meeting shallconstitute a waiver of notice of such meeting, except when the person attends ameeting for the express purpose of objecting at the beginning of the meeting,to the transaction of any business because the meeting is not lawfully calledor convened. Attendance at the meeting is not a waiver of any right to objectto the consideration of matters required by the DGCL to be included in thenotice of the meeting but not so included, if such objection is expressly madeat the meeting.

7

----

**ARTICLE 5OFFICERS**

    Section 5.1*  Enumeration.*  Theofficers of the Corporation shall be elected by the Board of Directors andshall, at a minimum, include a chief executive officer, a president, a chieffinancial officer and a secretary. The Board of Directors may elect from amongits members a Chairman of the Board. The Board of Directors may also elect oneor more vice-presidents, senior vice-presidents or executive vice-presidents,and assistant secretaries and assistant treasurers. In addition, the chiefexecutive officer may designate one or more vice-presidents or seniorvice-presidents of the Corporation, although such individuals shall not beofficers of the Corporation unless so designated by the Board of Directors. Anynumber of offices may be held by the same person, unless the certificate ofincorporation or these Bylaws otherwise provide.

    Section 5.2*  Election.*  The Boardof Directors at its first meeting after each annual meeting of stockholdersshall elect a chief executive officer, a president, a chief financial officer,and a secretary and may elect vice presidents.

    Section 5.3*  Appointment of Other Agents.*  TheBoard of Directors may appoint such other officers and agents as it shall deemnecessary who shall hold their offices for such terms and shall exercise suchpowers and perform such duties as shall be determined from time to time by theBoard of Directors.

    Section 5.4*  Compensation.*  Thesalaries of all officers of the Corporation shall be fixed by the Board ofDirectors or any committee established by the Board of Directors for suchpurpose. The salaries of agents of the Corporation shall, unless fixed by theBoard of Directors, be fixed by the chief executive officer or the president ofthe Corporation.

    Section 5.5*  Tenure.*  The officersof the Corporation shall hold office until their successors are elected andqualified or until such officer’s earlier resignation or removal. Any officerelected or appointed by the Board of Directors may be removed at any time bythe affirmative vote of a majority of the Board of Directors. Any vacancyoccurring in any office of the Corporation shall be filled by the Board ofDirectors.

    Section 5.6*  The Chairman of the Board of Directors.*  TheChairman of the Board of Directors, if any, shall preside at all meetings ofthe Board of Directors of the Corporation and of the stockholders at whichhe/she shall be present. He/she shall have any may exercise such powers as are,from time to time, assigned to him/her by the Board of Directors and as maybeprovided by law. In the absence of the Chairman of the Board, the chiefexecutive officer shall preside at all meetings of the Board of Directors andof the stockholders at which he shall be present. He shall have and mayexercise such powers as are, from time to time, assigned to him by the Board ofDirectors as may be provided by law.

    Section 5.7*  The Chief Executive Officer, Presidentand Senior Vice-Presidents.*  The chief executive officerof the Corporation shall have general and active management of the business ofthe Corporation and shall see that all orders and resolutions of the Board ofDirectors are carried into effect. In the absence of the Chairman of the Board,the chief executive officer shall preside at all meetings of the stockholders andthe Board of Directors. The chief executive officer, president or any executivevice president shall execute bonds, mortgages and other contracts requiring aseal, under the seal of the Corporation, except where required or permitted bylaw to be otherwise signed and executed and except where the signing andexecution thereof shall be expressly delegated by the Board of Directors tosome other officer or agent of the Corporation.

    Inthe absence of the chief executive officer or in the event of his inability orrefusal to act, the president, if any, shall perform the duties of the chiefexecutive officer, and when so acting, shall have all the powers of and besubject to all the restrictions upon the chief executive officer. The president

8

----

shallperform such other duties and have such other powers as the Board of Directorsmay from time to time prescribe. In the absence of the chief executive officerand president or in the event of their inability or refusal to act, anexecutive vice-president, if any, (in the event there be more than oneexecutive vice-president, an executive vice-president in the order designatedby the directors) shall perform the duties of the chief executive officer, andwhen so acting, shall have all the powers of and be subject to all therestrictions upon the chief executive officer. The vice-presidents shallperform such other duties and have such other powers as the Board of Directorsor chief executive officer may from time to time prescribe.

    Section 5.8*  The Secretary and Assistant Secretary.*  Thesecretary shall attend all meetings of the Board of Directors and all meetingsof the stockholders and record all the proceedings of the meetings of theCorporation and of the Board of Directors in a book to be kept for that purposeand shall perform like duties for the standing committees when required. He/sheshall give, or cause to be given, notice of all meetings of the stockholdersand special meetings of the Board of Directors, and shall perform such otherduties as may be prescribed by the Board of Directors or chief executiveofficer, under whose supervision he/she shall be. He/she shall have custody ofthe corporate seal of the Corporation and he/she, or an assistant secretary,shall have authority to affix the same to any instrument requiring it and whenso affixed, it may be attested by his signature or by the signature of suchassistant secretary. The Board of Directors may give general authority to anyother officer to affix the seal of the Corporation and to attest the affixingby his signature.

    Theassistant secretary, or if there be more than one, the assistant secretaries inthe order determined by the Board of Directors (or if there be no suchdetermination, then in the order of their election) shall, in the absence ofthe secretary or in the event of his inability or refusal to act, perform theduties and exercise the powers of the secretary and shall perform such otherduties and have such other powers as the board of directors may from time totime prescribe.

    Section 5.9*  The Chief Financial Officer.*  Thechief financial officer shall be the chief financial officer of theCorporation, shall have the custody of the corporate funds and securities andshall keep full and accurate accounts of receipts and disbursements in booksbelonging to the Corporation and shall deposit all moneys and other valuableeffects in the name and to the credit of the Corporation in such depositoriesas may be designated by the Board of Directors. He/she shall disburse the fundsof the Corporation as may be ordered by the Board of Directors, taking propervouchers for such disbursements, and shall render to the chief executiveofficer and the Board of Directors, at its regular meetings, or when the Boardof Directors so requires, an account of all his transactions as Chief FinancialOfficer and of the financial condition of the Corporation. If required by theBoard of Directors, he/she shall give the Corporation a bond (which shall berenewed every six years) in such sum and with such surety or sureties as shallbe satisfactory to the Board of Directors for the faithful performance of theduties of his/her office and for the restoration to the Corporation, in case ofhis/her death, resignation, retirement or removal from office, of all books,papers, vouchers, money and other property of whatever kind in his possessionor under his/her control belonging to the Corporation.

    Thetreasurer or an assistant treasurer, in the order determined by the Board ofDirectors (or if there be no such determination, then in the order of theirelection) shall, in the absence of the chief financial officer or in the eventof his inability or refusal to act, perform the duties and exercise the powersof the chief financial officer and shall perform such other duties and havesuch other powers as the Board of Directors may from time to time prescribe.

9

----

**ARTICLE 6CAPITAL STOCK**

    Section6.1*  Certificates.*  Theshares of capital stock of the Corporation shall be represented by acertificate, unless and until the Board of Directors adopts a resolutionpermitting shares to be uncertificated. Certificates for shares of capitalstock of the Corporation shall be signed by, or in the name of the Corporationby, (a) the Chairman of the Board, the Vice Chairman of the Board, theChief Executive Officer, the President or any Executive Vice President, and(b) the Chief Financial Officer, the Secretary or an Assistant Secretary,certifying the number of shares owned by such stockholder in the Corporation.

    Section 6.2*  Signature.*  Any ofor all of the signatures on a certificate may be facsimile or conformed. Incase any officer, transfer agent or registrar who has signed or whose facsimileor conformed signature has been placed upon a certificate shall have ceased tobe 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 weresuch officer, transfer agent or registrar at the date of issue.

    Section6.3*  Lost Certificates.*  TheBoard of Directors may direct a new certificate or certificates to be issued inplace of any certificate or certificates theretofore issued by the Corporationalleged to have been lost, stolen or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate of stock to be lost, stolenor destroyed. When authorizing such issue of a new certificate or certificates,the Board of Directors may, in its discretion and as a condition precedent tothe issuance thereof, require the owner of such lost, stolen or destroyedcertificate or certificates, or such owner’s legal representative, to advertisethe same in such manner as it shall require and/or to give the Corporation abond in such sum as it may direct as indemnity against any claim that may bemade against the Corporation with respect to the certificate alleged to havebeen lost, stolen or destroyed.

    Section6.4*  Transfer of Stock.*  Uponsurrender to the Corporation or the transfer agent of the Corporation of acertificate for shares duly indorsed or accompanied by proper evidence ofsuccession, assignation or authority to transfer, it shall be the duty of theCorporation to issue a new certificate to the person entitled thereto, cancelthe old certificate and record the transaction upon its books. Upon receipt ofproper transfer instructions from the registered owner of uncertificated sharessuch uncertificated shares shall be canceled and issuance of new equivalentuncertificated shares or certificated shares shall be made to the personentitled thereto and the transaction shall be recorded upon the books of theCorporation.

    Section6.5*  Record Date.*  Inorder that the Corporation may determine the stockholders entitled to notice ofor to vote at any meeting of stockholder or any adjournment thereof, or toexpress consent to corporate action in writing without a meeting, or entitledto receive payment of any dividend or other distribution or allotment of anyrights, or entitled to exercise any rights in respect of any change, conversionor exchange of stock or for the purpose of any other lawful action, the Boardof Directors may fix, in advance, a record date, which shall not be more thansixty nor less than ten days before the date of such meeting, nor more thansixty days prior to any other action. A determination of stockholders of recordentitled to notice of or to vote at a meeting of stockholders shall apply toany adjournment of the meeting; provided, however, that the Board of Directorsmay fix a new record date for any adjourned meeting.

    Section6.6*  Registered Stockholders.*  TheCorporation shall be entitled to recognize the exclusive right of a personregistered on its books as the owner of shares to receive dividends, and tovote as such owner, and to hold liable for calls and assessments a personregistered on its books as the owner of shares, and shall not be bound torecognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by the laws of the State ofDelaware.

10

----

**ARTICLE 7GENERAL PROVISIONS**

    Section7.1*  Dividends.*  TheBoard of Directors, subject to the applicable provisions, if any, of theCertificate of Incorporation and applicable law, may declare and pay dividendsupon the capital stock of the Corporation. Dividends may be paid in cash, inproperty or in shares of capital stock, subject to the provisions of theCertificate of Incorporation. Before payment of any dividend, there may be setaside out of any funds of the Corporation available for dividends such sum orsums as the Board of Directors from time to time, in its absolute discretion,deems proper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the Corporation, orfor such other purposes as the Board of Directors shall deem conducive to theinterest of the Corporation, and the Board of Directors may modify or abolishany such reserve in the manner in which it was created.

    Section 7.2*  Checks.*  All checksor demands for money and notes of the Corporation shall be signed by suchofficer or officers or such other person or persons as the Board of Directorsmay from time to time designate.

    Section7.3*  Fiscal Year.*  Thefiscal year of the Corporation shall be fixed by resolution of the Board ofDirectors.

    Section 7.4*  Seal.*  The Board ofDirectors may adopt a corporate seal having inscribed thereon the name of theCorporation, the year of its organization and the words “Corporate Seal,Delaware.” The seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

    Section 7.5*  Loans.*  The Board ofDirectors of this Corporation may, without stockholder approval, authorizeloans to, or guaranty obligations of, or otherwise assist, including, withoutlimitation, the adoption of employee benefit plans under which loans andguarantees may be made, any officer or other employee of the Corporation or ofany of its subsidiaries, including any officer or employee who is a director ofthe Corporation or any of its subsidiaries, whenever, in the judgment of theBoard of Directors, such loan, guaranty or assistance may reasonably beexpected to benefit the Corporation. The loan, guaranty or other assistance maybe with or without interest, and may be unsecured, or secured in such manner asthe Board of Directors shall approve, including, without limitation, a pledgeof shares of stock of the Corporation.

    Section7.6*  Representation of Shares ofOther Corporations.*  Any officer of the Corporation isauthorized to vote, represent, and exercise on behalf of the Corporation allrights incident to any and all shares of any other corporation or corporationsstanding in the name of the Corporation. The authority herein granted may beexercised either by such person directly or by any other person authorized todo so by proxy or power of attorney duly executed by such person having theauthority.

    Section7.7*  Construction; Definitions.*  Unlessthe context requires otherwise, the general provisions, rules of construction,and definitions in the DGCL shall govern the construction of the Bylaws.Without limiting the generality of this provision, the singular number includesthe plural, the plural number includes the singular, and the term “person”includes both a corporation and a natural person.

    Section7.8*  Provisions Additional toProvisions of Law.*  All restrictions, limitations,requirements and other provisions of the Bylaws shall be construed, insofar aspossible, as supplemental and additional to all provisions of law applicable tothe subject matter thereof and shall be fully complied with in addition to thesaid provisions of law unless such compliance shall be illegal.

    Section7.9*  Provisions Contrary toProvisions of Law.*  Any article, section, subsection,subdivision, sentence, clause or phrase of these Bylaws which upon beingconstrued in the manner provided in 

11

----

Section 7.8,shall be contrary to or inconsistent with any applicable provisions of law,shall not apply so long as said provisions of law shall remain in effect, butsuch result shall not affect the validity or applicability of any otherportions of these Bylaws, it being hereby declared that these Bylaws would havebeen adopted and each article, section, subsection, subdivision, sentence,clause or phrase thereof, irrespective of the fact that any one or morearticles, sections, subsections, subdivisions, sentences, clauses or phrases isor are illegal.

**ARTICLE 8INDEMNIFICATION**

    Section8.1*  Power to Indemnify inActions, Suits or Proceedings other than Those by or in the Right of theCorporation.*  Subject to Section 8.3, the Corporationshall, to the fullest extent permitted by Section 145 of the DGCL, as thatSection may be amended and supplemented from time to time, indemnify any personwho 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 (other than an action by or in the right of theCorporation), by reason of the fact that such person is or was a director orofficer of the Corporation, or is or was a director or officer of theCorporation serving at the request of the Corporation as a director or officer,employee or agent of another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise, against expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement actually andreasonably incurred by such person in connection with such action, suit orproceeding if such person acted in good faith and in a manner such personreasonably believed to be in or not opposed to the best interests of theCorporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe such person’s conduct was unlawful. The terminationof 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 mannerwhich such person reasonably believed to be in or not opposed to the bestinterests of the Corporation, and, with respect to any criminal action orproceeding, had reasonable cause to believe that such person’s conduct wasunlawful.

    Section8.2*  Power to Indemnify inActions, Suits or Proceedings by or in the Right of the Corporation.*  Subject to Section 8.3, the Corporation shall, to the fullestextent permitted by Section 145 of the DGCL, as that Section may beamended and supplemented from time to time, indemnify any person who was or isa party or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the Corporation to procure ajudgment in its favor by reason of the fact that such person is or was adirector or officer of the Corporation, or is or was a director or officer ofthe Corporation serving at the request of the Corporation as a director,officer, employee or agent of another corporation, partnership, joint venture,trust, employee benefit plan or other enterprise against expenses (includingattorneys’ fees) actually and reasonably incurred by such person in connectionwith the defense or settlement of such action or suit if such person acted ingood faith and in a manner such person reasonably believed to be in or notopposed to the best interests of the Corporation; except that no indemnificationshall be made in respect of any claim, issue or matter as to which such personshall have been adjudged to be liable to the Corporation unless and only to theextent that the Court of Chancery or the court in which such action or suit wasbrought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Courtof Chancery or such other court shall deem proper.

    Section8.3*  Authorization ofIndemnification.*  Any indemnification under thisArticle 8 (unless ordered by a court) shall be made by the Corporationonly as authorized in the specific case upon a determination thatindemnification of the director or officer is proper in the circumstancesbecause such person has met the applicable standard of conduct set forth inSection 8.1 or Section 8.2, as the 

12

----

case maybe. Such determination shall be made, with respect to a person who is a directoror officer at the time of such determination, (i) by a majority vote ofthe directors who are not parties to such action, suit or proceeding, eventhough less than a quorum, or (ii) by a committee of such directorsdesignated by a majority vote of such directors, even though less than aquorum, or (iii) if there are no such directors, or if such directors sodirect, by independent legal counsel in a written opinion or (iv) by thestockholders. Such determination shall be made, with respect to former directorsand officers, by any person or persons having the authority to act on thematter on behalf of the Corporation. To the extent, however, that a present orformer director or officer of the Corporation has been successful on the meritsor otherwise in defense of any action, suit or proceeding described above, orin defense of any claim, issue or matter therein, such person shall beindemnified against expenses (including attorneys’ fees) actually andreasonably incurred by such person in connection therewith, without thenecessity of authorization in the specific case.

    Section8.4*  Good Faith Defined.*  Forpurposes of any determination under Section 8.3, a person shall be deemedto have acted in good faith and in a manner such person reasonably believed tobe in or not opposed to the best interests of the Corporation, or, with respectto any criminal action or proceeding, to have had no reasonable cause tobelieve such person’s conduct was unlawful, if such person’s action is based onthe records or books of account of the Corporation or another enterprise, or oninformation supplied to such person by the officers of the Corporation oranother enterprise in the course of their duties, or on the advice of legalcounsel for the Corporation or another enterprise or on information or recordsgiven or reports made to the Corporation or another enterprise by anindependent certified public accountant or by an appraiser or other expertselected with reasonable care by the Corporation or another enterprise. Theterm “another enterprise” as used in this Section 8.4 shall mean any othercorporation or any partnership, joint venture, trust, employee benefit plan orother enterprise of which such person is or was serving at the request of theCorporation as a director, officer, employee or agent. The provisions of thisSection 8.4 shall not be deemed to be exclusive or to limit in any way thecircumstances in which a person may be deemed to have met the applicablestandard of conduct set forth in Section 8.1 or 8.2, as the case may be.

    Section8.5*  Indemnification by a Court.*  Notwithstandingany contrary determination in the specific case under Section 8.3, andnotwithstanding the absence of any determination thereunder, any director orofficer may apply to the Court of Chancery in the State of Delaware forindemnification to the extent otherwise permissible under Sections 8.1 and 8.2.The basis of such indemnification by a court shall be a determination by suchcourt that indemnification of the director or officer is proper in thecircumstances because such person has met the applicable standards of conductset forth in Section 8.1 or 8.2, as the case may be. Neither a contrarydetermination in the specific case under Section 8.3 nor the absence of anydetermination thereunder shall be a defense to such application or create apresumption that the director or officer seeking indemnification has not metany applicable standard of conduct. Notice of any application forindemnification pursuant to this Section 8.5 shall be given to theCorporation promptly upon the filing of such application. If successful, inwhole or in part, the director or officer seeking indemnification shall also beentitled to be paid the expense of prosecuting such application.

    Section8.6*  Expenses Payable in Advance.*  Expensesincurred by a director or officer in defending any civil, criminal,administrative or investigative action, suit or proceeding shall be paid by theCorporation in advance of the final disposition of such action, suit orproceeding upon receipt of an undertaking by or on behalf of such director orofficer to repay such amount if it shall ultimately be determined that suchperson is not entitled to be indemnified by the Corporation as authorized inthis Article 8.

    Section8.7*  Nonexclusivity ofIndemnification and Advancement of Expenses.*  Theindemnification and advancement of expenses provided by or granted pursuant tothis Article 8 shall not be deemed exclusive of any other rights to whichthose seeking indemnification or advancement of expenses may 

13

----

beentitled under the Certificate of Incorporation, the Bylaws, agreement, vote ofstockholders or disinterested directors, applicable law or otherwise, both asto action in such person’s official capacity and as to action in anothercapacity while holding such office, it being the policy of the Corporation thatindemnification of the persons specified in Sections 8.1 and 8.2 shall be madeto the fullest extent permitted by law. The provisions of this Article 8shall not be deemed to preclude the indemnification of any person who is notspecified in Sections 8.1 or 8.2 but whom the Corporation has the power orobligation to indemnify under the provisions of the DGCL or otherwise.

    Section 8.8*  Insurance.*  TheCorporation may purchase and maintain insurance on behalf of any person who isor was a director or officer of the Corporation, or is or was a director orofficer of the Corporation serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust, employee benefit plan or other enterprise against any liabilityasserted against such person and incurred by such person in any such capacity,or arising out of such person’s status as such, whether or not the Corporationwould have the power or the obligation to indemnify such person against suchliability under the provisions of this Article 8.

    Section8.9*  Certain Definitions.*  Forpurposes of this Article 8, references to “fines” shall include any excisetaxes assessed on a person with respect to an employee benefit plan; andreferences to “serving at the request of the Corporation” shall include anyservice as a director, officer, employee or agent of the Corporation whichimposes duties on, or involves services by, such director or officer withrespect to an employee benefit plan, its participants or beneficiaries; and aperson who acted in good faith and in a manner such person reasonably believedto be in the interest of the participants and beneficiaries of an employeebenefit plan shall be deemed to have acted in a manner “not opposed to the bestinterests of the Corporation” as referred to in this Article 8.

    Section8.10*  Survival of Indemnificationand Advancement of Expenses.*  The indemnification andadvancement of expenses provided by, or granted pursuant to, thisArticle 8 shall, unless otherwise provided when authorized or ratified,continue as to a person who has ceased to be a director or officer and shallinure to the benefit of the heirs, executors and administrators of such aperson.

    Section8.11*  Limitation onIndemnification.*  Notwithstanding anything contained inthis Article 8 to the contrary, except for proceedings to enforce rightsto indemnification (which shall be governed by Section 8.5), theCorporation shall not be obligated to indemnify any director or officer inconnection with a proceeding (or part thereof) initiated by such person unlesssuch proceeding (or part thereof) was authorized or consented to by the Boardof Directors.

    Section8.12*  Indemnification of Employeesand Agents.*  The Corporation may, to the extent authorizedfrom time to time by the Board of Directors, provide rights to indemnificationand to the advancement of expenses to employees and agents of the Corporationsimilar to those conferred in this Article 8 to directors and officers ofthe Corporation.

**ARTICLE 9AMENDMENTS**

    Section9.1*  Amendments.*  Exceptas otherwise provided in the Certificate of Incorporation, the Bylaws may bealtered, amended or repealed, or new Bylaws may be adopted, by (a) theholders of a majority of the outstanding shares of voting stock of theCorporation or (b) by the Board of Directors.

14

----