**Exhibit
      3.1**




***SECOND
      AMENDED AND RESTATED BY-LAWS***




***OF***




***MAIDENFORM
      BRANDS, INC.***




**ARTICLE
      I**




**OFFICES**




SECTION
      1. The registered office of the Corporation in the State of Delaware shall
      be
      located at the principal place of business in said state of the corporation
      or
      individual acting as the Corporation’s registered agent.




SECTION
      2. The Corporation may have other offices, either within or without the State
      of
      Delaware, at such place or places as the Board of Directors may from time to
      time determine or the business of the Corporation may require.




**ARTICLE
      II**




**MEETINGS
      OF STOCKHOLDERS**




SECTION
      1. All meetings of the stockholders for the election of directors shall be
      held
      at such place as may be fixed from time to time by the Board of Directors,
      or at
      such other place either within or without the State of Delaware as shall be
      designated from time to time by the Board of Directors and stated in the notice
      of the meeting. Meetings of stockholders for any other purpose may be held
      at
      such time and place, within or without the State of Delaware, as shall be stated
      in the notice of the meeting or in a duly executed waiver of notice
      thereof.




SECTION
      2. Annual meetings of stockholders shall be held at such date and time as shall
      be designated from time to time by the Board of Directors and stated in the
      notice of the meeting. At each annual meeting, the stockholders shall elect
      directors and transact such other business as may properly be brought before
      the
      meeting.




SECTION
      3. Written notice of the annual meeting stating the place, date and hour of
      the
      meeting shall be given to each stockholder entitled to vote at such meeting
      not
      fewer than ten (10) nor more than sixty (60) days before the date of the
      meeting.




SECTION
      4. The officer who has charge of the stock ledger of the Corporation shall
      prepare and make available, at least ten (10) days before every meeting of
      stockholders, a complete list of the stockholders entitled to vote at the
      meeting, arranged in alphabetical order, and showing the address of each
      stockholder and the number of shares registered in the name of





each
      stockholder. Such list shall be open to the
      examination of any stockholder, for any purpose germane to the meeting, during
      ordinary business hours, for a period of at least ten (10) days prior to the
      meeting, either at a place within the city where the meeting is to be held,
      which place shall be specified in the notice of the meeting, or, if not so
      specified, at the place where the meeting is to be held. The list shall also
      be
      produced and kept at the time and place of the meeting during the whole time
      thereof, and may be inspected by any stockholder who is present. The list shall
      presumptively determine the identity of the stockholders entitled to vote at
      the
      meeting and the number of shares held by each of them.




SECTION
      5. Special meetings of the stockholders, for any purpose or purposes, unless
      otherwise prescribed by statute or by the certificate of incorporation, may
      only
      be called by the Chairman of the Board, the Chief Executive Officer, the
      President, or at the written request of a majority of the members of the Board
      of Directors.




SECTION
      6. Written notice of a special meeting stating the place, date and time of
      the
      meeting and the purpose or purposes for which the meeting is called, shall
      be
      given not fewer than ten (10) nor more than sixty (60) days before the date
      of
      the meeting, to each stockholder entitled to vote at such meeting.




SECTION
      7. Business transacted at any special meeting of stockholders shall be limited
      to the purposes stated in the notice.




SECTION
      8. The holders of a majority of the stock issued and outstanding and entitled
      to
      vote thereat, present in person or represented by proxy, shall constitute a
      quorum at all meetings of the stockholders for the transaction of business
      except as otherwise provided by statute or by the certificate of incorporation.
      If, however, such quorum shall not be present or represented at any meeting
      of
      the stockholders, the chairman of the meeting, the Chief Executive Officer,
      the
      President or the holders of a majority of the stock the Corporation entitled
      to
      vote thereat, present in person or represented by proxy, shall have power to
      adjourn the meeting from time to time, without notice other than announcement
      at
      the meeting, until a quorum shall be present or represented. At such adjourned
      meeting at which a quorum shall be present or represented any business may
      be
      transacted which might have been transacted at the meeting as originally
      notified. If the adjournment is for more than thirty (30) days, or if after
      the
      adjournment a new record date is fixed for the adjourned meeting, a notice
      of
      the adjourned meeting shall be given to each stockholder of record entitled
      to
      vote at the meeting.




SECTION
      9. When a quorum is present at any meeting, (a) directors shall be elected
      by a
      plurality of the votes cast by the holders of stock entitled to vote in the
      election and present in person or represented by proxy, and (b) the vote of
      the
      holders of a majority of the stock having voting power present in person or
      represented by proxy shall decide any question brought before such meeting,
      unless the question is one upon which by express provision of the statutes
      or of
      the certificate of incorporation, a different vote is required, in which case
      such express provision shall govern and control the decision of such
      question.




SECTION
      10. Unless otherwise provided in the certificate of incorporation, each
      stockholder shall at every meeting of the stockholders be entitled to one vote
      in person or by proxy for each share of the capital stock having voting power
      held by such stockholder, but no


2


proxy
      shall be voted on after three (3) years from
      its date, unless the proxy provides for a longer period.




SECTION
      11. Unless otherwise provided in the certificate of incorporation, the chairman
      of the meeting or the Chief Executive Officer may adjourn a meeting of
      stockholders from time to time, without notice other than announcement at the
      meeting. No notice of the time and place of an adjourned meeting need be given
      except as required by law.




SECTION
      12.




A. Annual
          Meetings of Stockholders .




1.  *Nominations
      for Election to the Board of Directors* .




(a)  Nominations
      of persons for election to the Board of Directors may be made at an annual
      meeting of stockholders only (i) pursuant to the Corporation’s notice of meeting
      (or any supplement thereto), (ii) by or at the direction of the Board of
      Directors or (iii) by any stockholder of the Corporation who (x) was a
      stockholder of record at the time of giving of notice provided for in this
      Section 12(A)(1) and at the time of the annual meeting, (y) is entitled to
      vote
      at the meeting and (z) complies with the notice procedures set forth in this
      Section 12(A)(1) as to such nomination; clause (iii) shall be the exclusive
      means for a stockholder to make nominations before an annual meeting of
      stockholders.




(b)  Without
      qualification, for any nominations to be properly brought before an annual
      meeting by a stockholder pursuant to Section 12(A)(1)(a)(iii), the stockholder
      must have given Timely Notice (as defined below) thereof in writing to the
      Secretary of the Corporation. To be timely, a stockholder’s notice shall be
      delivered to the Secretary at the principal executive offices of the Corporation
      not later than the close of business on the 90 th day
      prior to the first anniversary of the preceding year’s annual meeting and not
      earlier than the close of business on the 120 th day
      prior to the first anniversary of the preceding year’s annual meeting of
      stockholders; provided , however ,
      that if
      either (x) the date of the annual meeting is more than 30 days before or more
      than 60 days after such anniversary date or (y) no annual meeting of
      stockholders was held in the previous year, notice by the stockholder to be
      timely must be so delivered not earlier than the close of business on the
      120 th day
      prior to such annual meeting and not later than the close of business on the
      later of the 90 th day
      prior to such annual meeting or if the first public announcement of the date
      of
      such annual meeting is less than 100 days prior to the date of such annual
      meeting, the 10 th day
      following the date on which notice of the date of the meeting is given to
      stockholders or made public, whichever occurs first (such notice, within such
      time periods, “ Timely
      Notice ”).
      In no
      event shall any adjournment or postponement of an annual meeting or the
      announcement thereof commence a new time period for the giving of a
      stockholder’s notice as described above.




(c)  To
      be in
      proper form, a stockholder’s notice to the Secretary pursuant to this Section
      12(A)(1) must: (i) set forth, as to the stockholder giving the notice and the
      beneficial owner, if any, on whose behalf the nomination is made (x) the name
      and address of such stockholder, as they appear on the Corporation’s books, and
      of such beneficial owner, if any, (y) (A) the class or series and number of
      shares of the Corporation which are, directly or


3




indirectly,
      owned beneficially and of record by such stockholder and such beneficial owner,
      (B) any option, warrant, convertible security, stock appreciation right, or
      similar right with an exercise or conversion privilege or a settlement payment
      or mechanism at a price related to any class or series of shares of the
      Corporation or with a value derived in whole or in part from the value of any
      class or series of shares of the Corporation, whether or not such instrument
      or
      right shall be subject to settlement in the underlying class or series of
      capital stock of the Corporation or otherwise (a “ Derivative
      Instrument ”)
      directly or indirectly owned beneficially by such stockholder and any other
      direct or indirect opportunity to profit or share in any profit derived from
      any
      increase or decrease in the value of shares of the Corporation, (C) any proxy,
      contract, arrangement, understanding, or relationship pursuant to which such
      stockholder has a right to vote any shares of any security of the Company,
      (D)
      any short interest in any security of the Company (for purposes of this By-Law
      a
      person shall be deemed to have a short interest in a security if such person
      directly or indirectly, through any contract, arrangement, understanding,
      relationship or otherwise, has the opportunity to profit or share in any profit
      derived from any decrease in the value of the subject security), (E) any rights
      to dividends on the shares of the Corporation owned beneficially by such
      stockholder that are separated or separable from the underlying shares of the
      Corporation, (F) any proportionate interest in shares of the Corporation or
      Derivative Instruments held, directly or indirectly, by a general or limited
      partnership in which such stockholder is a general partner or, directly or
      indirectly, beneficially owns an interest in a general partner and (G) any
      performance-related fees (other than an asset-based fee) that such stockholder
      is entitled to based on any increase or decrease in the value of shares of
      the
      Corporation or Derivative Instruments, if any, as of the date of such notice,
      including without limitation any such interests held by members of such
      stockholder’s immediate family sharing the same household (which information
      shall be supplemented by such stockholder and beneficial owner, if any, not
      later than 10 days after the record date for the meeting to disclose such
      ownership as of the record date) (the information required to be disclosed
      pursuant to this clause 12(A)(1)(c)(i)(y), the “ Stockholder
      Ownership Information ”),
      and
      (z) any other information relating to such stockholder and beneficial owner,
      if
      any, that would be required to be disclosed in a proxy statement or other
      filings required to be made in connection with solicitations of proxies for
      the
      election of directors in a contested election pursuant to Section 14 of the
      Exchange Act and the rules and regulations promulgated thereunder; (ii) set
      forth, as to each person, if any, whom the stockholder proposes to nominate
      for
      election or reelection to the Board of Directors (x) all information relating
      to
      such person that would be required to be disclosed in a proxy statement or
      other
      filings required to be made in connection with solicitations of proxies for
      election of directors in a contested election pursuant to Section 14 of the
      Securities Exchange Act of 1934, as amended (the “ Exchange
      Act ”)
      and
      the rules and regulations promulgated thereunder (including such person’s
      written consent to being named in the proxy statement as a nominee and to
      serving as a director if elected) and (y) a description of all direct and
      indirect compensation and other material monetary agreements, arrangements
      and
      understandings during the past three years, and any other material
      relationships, between or among such stockholder and beneficial owner, if any,
      and their respective affiliates and associates, or others acting in concert
      therewith, on the one hand, and each proposed nominee, and his or her respective
      affiliates and associates, or others acting in concert therewith, on the other
      hand, including, without limitation all information that would be required
      to be
      disclosed pursuant to Rule 404 promulgated under Regulation S-K if the
      stockholder making the nomination and any beneficial owner on whose behalf
      the
      nomination is made, if any, or any


4


affiliate
      or associate thereof or person acting in
      concert therewith, were the “registrant” for purposes of such rule and the
      nominee were a director or executive officer of such registrant; and (iii)
      with
      respect to each nominee for election or reelection to the Board of Directors,
      include a completed and signed questionnaire, representation and agreement
      required by Section 13 of this Article II. The Corporation may require any
      proposed nominee to furnish such other information as may reasonably be required
      by the Corporation to determine the eligibility of such proposed nominee to
      serve as an independent director of the Corporation or that could be material
      to
      a reasonable stockholder’s understanding of the independence, or lack thereof,
      of such nominee.




(d)  Notwithstanding
      anything in the second sentence of paragraph 12(A)(1)(b) to the contrary, in
      the
      event that the number of directors to be elected to the Board of Directors
      of
      the Corporation is increased and there is no public announcement by the
      Corporation naming all of the nominees for director or specifying the size
      of
      the increased Board of Directors at least 100 days prior to the first
      anniversary of the preceding year’s annual meeting, a stockholder’s notice
      required by this Section 12(A)(1) shall also be considered timely, but only
      with
      respect to nominees for any new positions created by such increase, if it shall
      be delivered to the Secretary at the principal executive offices of the
      Corporation not later than the close of business on the 10 th day
      following the day on which such public announcement is first made by the
      Corporation.




2.  *Proposals
      of Business to be Brought Before an Annual Meeting.*




(a)  The
      proposal of business to be considered by the stockholders may be made at an
      annual meeting of stockholders only (i) pursuant to the Corporation’s notice of
      meeting (or any supplement thereto), (ii) by or at the direction of the Board
      of
      Directors or (iii) by any stockholder of the Corporation who (x) was a
      stockholder of record at the time of giving of notice provided for in this
      Section 12(A)(2) and at the time of the annual meeting, (y) is entitled to
      vote
      at the meeting and (z) complies with the notice procedures set forth in this
      Section 12(A)(2) as to such business; clause (iii) shall be the exclusive means
      for a stockholder to submit business (other than matters properly brought under
      Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of
      meeting) before an annual meeting of stockholders.




(b)  Without
      qualification, for any business to be properly brought before an annual meeting
      by a stockholder pursuant to Section 12(A)(2)(a)(iii), the stockholder must
      have
      given Timely Notice (as defined in Section 12(A)(1)(b) above) thereof in writing
      to the Secretary of the Corporation and such business must otherwise be a proper
      matter for stockholder action. In no event shall any adjournment or postponement
      of an annual meeting or the announcement thereof commence a new time period
      for
      the giving of a stockholder’s notice as described above.




(c)  To
      be in
      proper form, a stockholder’s notice to the Secretary must: (i) set forth, as to
      the stockholder giving the notice and the beneficial owner, if any, on whose
      behalf the proposal is made (x) the name and address of such stockholder, as
      they appear on the Corporation’s books, and of such beneficial owner, if any,
      (y) the Stockholder Ownership Information (as defined in Section 12(A)(1)(c)
      above) with respect to such stockholder of record and any beneficial owner
      on
      whose behalf the proposal is made, and (z) any other information


5


relating
      to such stockholder and beneficial owner, if
      any, that would be required to be disclosed in a proxy statement or other
      filings required to be made in connection with solicitations of proxies for
      the
      proposal pursuant to Section 14 of the Exchange Act and the rules and
      regulations promulgated thereunder; and (ii) set forth (x) a brief description
      of the business desired to be brought before the meeting, the reasons for
      conducting such business at the meeting and any material interest of such
      stockholder and beneficial owner, if any, in such business and (y) a description
      of all agreements, arrangements and understandings between such stockholder
      and
      beneficial owner, if any, and any other person or persons (including their
      names) in connection with the proposal of such business by such
      stockholder.




B.  Special
      Meetings of Stockholders .
      Only
      such business shall be conducted at a special meeting of stockholders as shall
      have been brought before the meeting pursuant to the Corporation’s notice of
      meeting. Nominations of persons for election to the Board of Directors may
      be
      made at a special meeting of stockholders at which directors are to be elected
      pursuant to the Corporation’s notice of meeting (i) by or at the direction of
      the Board of Directors or (ii) provided that the Board of Directors has
      determined that directors shall be elected at such meeting, by any stockholder
      of the Corporation who (x) is a stockholder of record at the time of giving
      of
      notice provided for in this Section 12(B)(1) and at the time of the special
      meeting, (y) is entitled to vote at the meeting, and (z) complies with the
      notice procedures set forth in this Section 12(B) as to such nomination. In
      the
      event the Corporation calls a special meeting of stockholders for the purpose
      of
      electing one or more directors to the Board of Directors, any such stockholder
      entitled to vote in such election of directors may nominate a person or persons
      (as the case may be) for election to such position(s) as specified in the
      Corporation’s notice of meeting, if the stockholder’s notice required by Section
      12(A)(1)(c) with respect to any nomination (including the completed and signed
      questionnaire, representation and agreement required by Section 13 of this
      Article II) shall be delivered to the Secretary at the principal executive
      offices of the Corporation not earlier than the close of business on the
      120 th day
      prior to the date of such special meeting and not later than the close of
      business on the later of the 90 th day
      prior to the date of such special meeting or, if the first public announcement
      of the date of such special meeting is less than 100 days prior to the date
      of
      such special meeting, the 10 th day
      following the day on which public announcement is first made of the date of
      such
      special meeting and of the nominees proposed by the Board of Directors to be
      elected at such meeting. In no event shall any adjournment or postponement
      of a
      special meeting or the announcement thereof commence a new time period (or
      extend any time period) for the giving of a stockholder’s notice as described
      above.




C. General .




1.  Only
      such
      persons who are nominated in accordance with the procedures set forth in this
      Section 12 shall be eligible to serve as directors and only such business shall
      be conducted at a meeting of stockholders as shall have been brought before
      the
      meeting in accordance with the procedures set forth in this Section 12. Except
      as otherwise provided by law, the certificate of incorporation or these by-laws,
      the chairman of the meeting shall have the power and duty to determine whether
      a
      nomination or any business proposed to be brought before the meeting was made
      or
      proposed, as the case may be, in accordance with the procedures set forth in
      this Section 12 and, if any proposed nomination or business is not in compliance
      with this Section 12, to declare that such defective proposal or nomination
      shall be


6


disregarded.
      Notwithstanding the foregoing provisions
      of this Section 12(C), if the stockholder (or a qualified representative of
      the
      stockholder) does not appear at the annual or special meeting of stockholders
      of
      the Corporation to present a nomination or business, such nomination shall
      be
      disregarded and such proposed business shall not be transacted, notwithstanding
      that proxies in respect of such vote may have been received by the
      Corporation.




2.  The
      Board
      of Directors of the Corporation shall be entitled to make such rules or
      regulations for the conduct of meetings of stockholders as it shall deem
      necessary, appropriate, convenient or desirable. Subject to such rules and
      regulations of the Board of Directors, if any, the chairman of the meeting
      shall
      have the right and authority to prescribe such rules, regulations and
      procedures, and to do all such acts as, in the judgment of such chairman, are
      necessary, appropriate, convenient or desirable for the proper conduct of the
      meeting, including, without limitation, establishing an agenda or order of
      business for the meeting, rules and procedures for maintaining order at the
      meeting and the safety of those present, limitations on participation in such
      meeting to stockholders of record of the Corporation and their duly authorized
      and constituted proxies, and such other persons as the chairman shall permit,
      restrictions on entry to the meeting after the time fixed for the commencement
      thereof, limitations on the time allotted to questions or comment by
      participants and regulation of the opening and closing of the polls for
      balloting on matters which are to be voted on by ballot. Unless, and to the
      extent, otherwise determined by the Board of Directors or the chairman of the
      meeting, meetings of stockholders shall not be required to be held in accordance
      with the rules of parliamentary procedure.




3.  For
      purposes of this Section 12, “ public
      announcement ”
shall
      mean disclosure in a press release reported by the Dow Jones News Service,
      Associated Press or comparable national news service or in a document publicly
      filed by the Corporation with the Securities and Exchange Commission pursuant
      to
      Section 13, 14 and 15(d) of the Exchange Act.




4.  Notwithstanding
      the foregoing provisions of this Section 12, a stockholder shall also comply
      with all applicable requirements of the Exchange Act and the rules and
      regulations thereunder with respect to the matters set forth in this Section
      12;
      provided, however, that any references in these By-Laws to the Exchange Act
      or
      the rules promulgated thereunder are not intended to and shall not limit the
      requirements applicable to nominations to be considered pursuant to Sections
      12(A)(1) or 12(B), or proposals as to any other business to be considered
      pursuant to Section 12(A)(2). Nothing in this By-Law shall be deemed to affect
      any rights (i) of stockholders to request inclusion of proposals in the
      Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or
      (ii) of the holders of any series of Preferred Stock if and to the extent
      provided for under law, the certificate of incorporation or these
      by-laws.




SECTION
      13. Submission
      of Questionnaire, Representation and Agreement .
      To be
      eligible to be a nominee for election or reelection as a director of the
      Corporation, a person must deliver (in accordance with the time periods
      prescribed for delivery of notice under Section 12 of this Article II) to the
      Secretary at the principal executive offices of the Corporation a written
      questionnaire with respect to the background and qualification of such person
      and the background of any other person or entity on whose behalf the nomination
      is being made (which questionnaire shall be provided by the Secretary upon
      written request) and a written


7


representation
      and agreement (in the form provided by
      the Secretary upon written request) that such person (A) is not and will not
      become a party to (1) any agreement, arrangement or understanding with, and
      has
      not given any commitment or assurance to, any person or entity as to how such
      person, if elected as a director of the Corporation, will act or vote on any
      issue or question (a “Voting
      Commitment”)
      that
      has not been disclosed to the Corporation or (2) any Voting Commitment that
      could limit or interfere with such person’s ability to comply, if elected as a
      director of the Corporation, with such person’s fiduciary duties under
      applicable law, (B) is not and will not become a party to any agreement,
      arrangement or understanding with any person or entity other than the
      Corporation with respect to any direct or indirect compensation, reimbursement
      or indemnification in connection with service or action as a director that
      has
      not been disclosed therein, and (C) in such person’s individual capacity and on
      behalf of any person or entity on whose behalf the nomination is being made,
      would be in compliance, if elected as a director of the Corporation, and will
      comply with all applicable publicly disclosed corporate governance, conflict
      of
      interest, confidentiality and stock ownership and trading policies and
      guidelines of the Corporation.




SECTION
      14. Prior to the holding of each annual or special meeting of the stockholders,
      one or more inspectors of election to serve thereat shall be appointed by the
      Board of Directors, or, if the Board of Directors shall not have made such
      appointment, by the chairman of the meeting, the Chief Executive Officer or
      the
      President. If there shall be a failure to appoint an inspector, or if, at any
      such meeting, the inspector or inspectors so appointed shall be absent or shall
      fail to act or the office shall become vacated, the chairman of the meeting
      may,
      and at the request of a stockholder present in person and entitled to vote
      at
      such meeting shall, appoint such inspector or inspectors of election to act
      thereat. The inspector or inspectors of election so appointed to act at any
      meeting of the stockholders, before entering upon the discharge of their duties,
      shall be sworn faithfully to execute the duties of inspector at such meeting,
      with strict impartiality and according to the best of his or her ability, and
      the oath so taken shall be subscribed by such inspector. Such inspector or
      inspectors of election shall take charge of the polls, and, after the voting
      on
      any question, shall make a certificate of the results of the vote taken. No
      director or candidate for the office of director shall act as an inspector
      of an
      election of directors. Inspectors need not be stockholders.




**ARTICLE
      III**




**DIRECTORS**




SECTION
      1. The business of the Corporation shall be managed by or under the direction
      of
      its Board of Directors which may exercise all such powers of the Corporation
      and
      do all such lawful acts and things as are not by statute or by the certificate
      of incorporation or by these by-laws directed or required to be exercised or
      done by the stockholders.




SECTION
      2. The number of directors which shall constitute the whole Board of Directors
      shall be determined by resolution of the Board of Directors or by the
      stockholders at the annual meeting of the stockholders, except as provided
      in
      Section 3 of this Article. Directors


8


need
      not be residents of the State of Delaware or
      stockholders of the Corporation. No decrease in the number of directors shall
      shorten the term of an incumbent director.




SECTION
      3. At each annual meeting, members of the Board of Directors shall be elected
      in
      the manner set forth in the Corporation’s certificate of incorporation, each of
      whom shall hold office until the next annual meeting of stockholders or until
      his or her successor is duly elected and qualified, subject to such director’s
      earlier death, resignation, disqualification or removal. Unless otherwise
      provided by law, any newly created directorship or any vacancy occurring in
      the
      Board of Directors for any cause shall be filled in the manner set forth in
      the
      Corporation’s certificate of incorporation, and each director so elected shall
      hold office until the expiration of the term of office of the director whom
      he
      or she has replaced or until his or her successor is elected and
      qualified.




SECTION
      4. Any director, member of a committee or officer may resign at any time. Such
      resignation shall be made in writing, and shall take effect at the time
      specified therein, and if no time be specified, at the time of its receipt
      by
      the Chief Executive Officer, the President or Secretary. The acceptance of
      a
      resignation shall not be necessary to make it effective.




**Meetings
      of the Board of Directors**





SECTION
      5. The Board of Directors of the Corporation may hold meetings, both regular
      and
      special, either within or without the State of Delaware.




SECTION
      6. Regular meetings of the Board of Directors may be held at such dates, times
      and places as shall be determined by the Board of Directors.




SECTION
      7. Special meetings of the Board of Directors may be called by the Chairman
      of
      the Board, the Chief Executive Officer or the President on two (2) days’ notice
      to each director by mail or twenty-four (24) hours notice to each director
      either personally or by telecopy; special meetings shall be called by the
      Chairman of the Board, the Chief Executive Officer, President or Secretary
      in
      like manner and on like notice on the written request of two directors unless
      the Board of Directors consists of only one director, in which case special
      meetings shall be called by the Chairman of the Board, the Chief Executive
      Officer, the President or Secretary in like manner and on like notice on the
      written request of the sole director. Notice of a meeting need not be given
      to
      any director who signs a waiver of notice, whether before or after the meeting.
      The attendance of any director at a meeting without protesting prior to the
      meeting or at its commencement the lack of notice of such meeting, shall
      constitute a waiver of notice by such director.




SECTION
      8. At all meetings of the Board of Directors, a majority of the directors fixed
      by Section 2 of this Article III shall constitute a quorum for the transaction
      of business and the act of a majority of the directors present at any meeting
      at
      which there is a quorum shall be the act of the Board of Directors, except
      as
      may be otherwise specifically provided by statute or by the certificate of
      incorporation. If a quorum shall not be present at any meeting of the Board
      of
      Directors, the directors present thereat may adjourn the meeting from




9


time
      to time, without notice other than announcement at
      the meeting, until a quorum shall be present.




SECTION
      9. Unless otherwise provided by statute, the certificate of incorporation or
      these by-laws, the vote of a majority of the directors at any meeting at which
      a
      quorum is present shall be the act of the Board of Directors. Each director
      shall have one vote regardless of the number of shares, if any, which he or
      she
      may hold.




SECTION
      10. Unless otherwise restricted by the certificate of incorporation or these
      by-laws, any action required or permitted to be taken at any meeting of the
      Board of Directors or of any committee thereof may be taken without a meeting,
      if all members of the Board or committee, as the case may be, consent thereto
      in
      writing, and the writing or writings are filed with the minutes of proceedings
      of the Board or committee.




SECTION
      11. Unless otherwise restricted by the certificate of incorporation or these
      by-laws, members of the Board of Directors, or any committee designated by
      the
      Board of Directors, may participate in a meeting of the Board of Directors,
      or
      any committee thereof, by means of a telephone conference call or similar
      communications equipment by means of which all persons participating in the
      meeting can hear each other, and such participation in a meeting shall
      constitute presence in person at the meeting.




**Committees
      of Directors**





SECTION
      12. The Board of Directors may, by resolution passed by a majority of the whole
      Board, designate one or more committees, each committee to consist of one or
      more of the directors of the Corporation. The Board of Directors may designate
      one or more directors as alternate members of any committee, who may replace
      any
      absent or disqualified member at any meeting of the committee.




In
      the
      absence or disqualification of a member of a committee, the member or members
      thereof present at any meeting and not disqualified from voting, whether or
      not
      such member or members constitute a quorum, may unanimously appoint another
      member of the Board of Directors to act at the meeting in the place of any
      such
      absent or disqualified member.




Any
      such
      committee, to the extent provided in the resolution of the Board of Directors,
      shall have and may exercise all the powers and authority of the Board of
      Directors in the management of the business and affairs of the Corporation,
      and
      may authorize the seal of the Corporation to be affixed to all papers which
      may
      require it; but no such committee shall have the power or authority in reference
      to amending the certificate of incorporation, adopting an agreement of merger
      or
      consolidation, recommending to the stockholders the sale, lease or exchange
      of
      all or substantially all of the Corporation’s property and assets, recommending
      to the stockholders a dissolution of the Corporation or a revocation of a
      dissolution, or amending the by-laws of the Corporation; and, unless the
      resolution or the certificate of incorporation expressly so provide, no such
      committee shall have the power or authority to declare a dividend or to
      authorize the issuance of stock. Such committee or committees shall have such
      name or names as may be determined from time to time by resolution adopted
      by
      the Board of Directors.




10




SECTION
      13. Each committee shall keep regular minutes of its meetings and report the
      same to the Board of Directors when required.




**Compensation
      of Directors**




SECTION
      14. Unless otherwise restricted by the certificate of incorporation or these
      by-laws, the Board of Directors shall have the authority to fix the compensation
      of directors. The directors may be paid their expenses, if any, of attendance
      at
      each meeting of the Board of Directors. The directors may be paid a fixed sum
      for attendance at each meeting of the Board of Directors, a stated salary as
      a
      director or a combination of both. Directors may be compensated in any form,
      including by payment of cash or property of any kind or by the issuance or
      grant
      of stock options, restricted stock or any other equity, equity-linked or debt
      securities of the Corporation. No such compensation shall preclude any director
      from serving the Corporation in any other capacity and receiving compensation
      therefor. Members of special or standing committees may be allowed like
      compensation for attending committee meetings.




**Removal
      of Directors**





SECTION
      15. Any director or the entire Board of Directors may be removed only in
      accordance with the provisions of the Corporation’s certificate of
      incorporation.




**ARTICLE
      IV**




**OFFICERS**




SECTION
      1. The Board of Directors shall elect a Chief Executive Officer and a Secretary,
      each of whom shall hold office until a successor is elected and qualified or
      until the earlier resignation or removal of such officer. The Board of Directors
      may elect from its members a Chairman of the Board and a Vice Chairman of the
      Board. The Board of Directors may also elect or appoint a President, one or
      more
      Vice Presidents, a Treasurer and such other officers (including Assistant
      Secretaries and Assistant Treasurers) and agents as it may deem advisable,
      who
      shall hold their offices for such terms and shall exercise such powers and
      perform such duties as the Board of Directors shall determine from time to
      time.
      No officer of the Corporation need be a member of the Board of Directors. Two
      or
      more offices may be held by the same person. Any officer may be removed at
      any
      time, with or without cause, by the Board of Directors.




SECTION
      2. The Board of Directors may appoint such other offices and agents as it shall
      deem necessary or desirable who shall their offices for such terms and shall
      exercise such powers and perform such duties as shall be determined from time
      to
      time by the Board.




SECTION
      3. The officers of the Corporation shall hold office until their successors
      are
      chosen and qualified. Any officer elected or appointed by the Board of Directors
      may be removed at any time by the affirmative vote of a majority of the Board
      of
      Directors. An vacancy occurring in any office of the Corporation shall be filled
      by the Board of Directors.




11




**The
      Chairman of the Board**




SECTION
      4. The Chairman of the Board, if any, shall preside at all meetings of the
      Board
      of Directors and of the stockholders at which such individual shall be present.
      Such individual shall have and may exercise such powers as are, from time to
      time, assigned to him by the Board and as may be provided by law.




SECTION
      5. In the absence of the Chairman of the Board, the Vice Chairman of the Board,
      if any, shall preside at all meetings of the Board of Directors and of the
      stockholders at which such individual shall be present. Such individual shall
      have and may exercise such powers as are, from time to time, assigned to him
      by
      the Board and as may be provided by law.




SECTION
      6. In the absence of the Chairman of the Board and the Vice Chairman of the
      Board, if any, the Chief Executive Officer and, in the absence of the Chief
      Executive Officer, the President, shall preside at all meetings of the Board
      of
      Directors and of the stockholders. In such capacity, the Chief Executive Officer
      or the President shall have and may exercise such powers as are provided for
      the
      Chairman of the Board hereunder or are typically exercised by a chairman of
      the
      board of directors.




**Chief
      Executive Officer**




SECTION
      7. Subject to the provisions of these by-laws and the direction of the Board
      of
      Directors, such individual shall have the responsibility for the general
      management and control of the affairs and business of the Corporation and shall
      perform all duties and have all powers which are commonly incident to the office
      of Chief Executive Officer or which from time to time are delegated to him
      by
      the Board of Directors. The Chief Executive Officer shall see that all orders
      and resolutions of the Board of Directors are carried into effect.




SECTION
      8. The Chief Executive Officer shall have the power to sign, in the name of
      the
      Corporation, all authorized stock certificates, contracts, documents, tax
      returns, instruments, checks and bonds or other obligations of the Corporation
      and shall have general supervision and direction of all of the other officers
      and agents of the Corporation.




**President
      and Vice-Presidents**




SECTION
      9. The President and each Vice President shall have such powers and shall
      perform such duties as shall from time to time be designated by the Board of
      Directors.




**Chief
      Financial Officer and Treasurer**




SECTION
      10. The Chief Financial Officer, if there be one, and/or the Treasurer, if
      there
      be one, shall have the custody of the corporate funds and securities and shall
      keep full and accurate account of receipts and disbursements in books belonging
      to the Corporation. He and/or she shall deposit all moneys and other valuables
      in the name and to the credit of the Corporation in such depositories as may
      be
      designated by the Board of Directors.




12




SECTION
      11. The Chief Financial Officer and/or the Treasurer shall disburse the funds
      of
      the Corporation as may be ordered by the Board of Directors, or the Chief
      Executive Officer, taking proper vouchers for such disbursements. He and/or
      she
      shall render to the Chief Executive Officer and Board of Directors at its
      regular meetings, or whenever they may request it, an account of all his and/or
      her transactions as Chief Financial Officer and/or Treasurer and of the
      financial condition of the Corporation. If required by the Board of Directors,
      he and/or she shall give the Corporation a bond for the faithful discharge
      of
      his duties in such amount and with such surety as the Board of Directors shall
      prescribe and for the restoration to the Corporation, in case of his death,
      resignation, retirement or removal from office, of all books, papers, vouchers,
      money and other property of whatever kind in his possession or under his control
      belonging to the Corporation.




SECTION
      12. If there be no Chief Financial Officer and no Treasurer, the functions
      and
      duties of the Chief Financial Officer and the Treasurer shall be performed
      by
      such other officer or officers o f
      the
      Corporation as shall be determined by the Board of Directors or the Chief
      Executive Officer.




**The
      Secretary and Assistant Secretary**




SECTION
      13. The Secretary shall give, or cause to be given, notice of all meetings
      of
      stockholders and directors, and all other notices required by law or by these
      by-laws, and in case of his absence or refusal or neglect so to do, any such
      notice may be given by any person thereunto directed by the Chief Executive
      Officer, directors, or stockholders, upon whose requisition the meeting is
      called as provided in the by-laws. The secretary shall attend all meetings
      of
      the Board of Directors and all meetings of the stockholders and record all
      the
      proceedings of the meetings of the Corporation and of the Board of Directors
      in
      a book to be kept for that purpose and shall perform like duties for the
      standing committees when required. Such individual shall perform such other
      duties as may be prescribed by the Board of Directors or Chief Executive
      Officer, under whose supervision such individual shall be.




SECTION
      14. The Secretary shall have the custody of the seal of the Corporation and
      he,
      or an assistant secretary, shall have authority to affix the same to any
      instrument requiring it, when authorized by the directors or the Chief Executive
      Officer, and attest the same. The Board of Directors may give general authority
      to any other officer to affix the seal of the Corporation and to attest the
      affixing by his signature.




SECTION
      15. The Assistant Secretary, or if there be more than one, the Assistant
      Secretaries in the order determined by the Board of Directors (or if there
      be no
      such determination, then in the order of their election) shall, in the absence
      of the Secretary or in the event of his inability or refusal to act, perform
      the
      duties and exercise the powers of the Secretary and shall perform such other
      duties and have such other powers as the Board of directors may from time to
      time prescribe.




**Additional
      Power of Officers**




SECTION
      16. In addition to the powers specifically provided in these by-laws, each
      officer (including officers other than those referred to in these by-laws)
      shall
      have such


13


other
      or additional authority and perform such duties as
      the Board of Directors may from time to time determine.




SECTION
      17. Unless otherwise directed by the Board of Directors, the Chief Executive
      Officer and the President shall have the power to vote and otherwise act on
      behalf of the Corporation, in person or by proxy, at any meeting of stockholders
      of or with respect to any action of stockholders of any other corporation in
      which this Corporation may hold securities and otherwise to exercise any and
      all
      rights and powers which this Corporation may possess by reason of its ownership
      of securities in such other corporation.




**ARTICLE
      V**




**STOCK**




**Certificates
      of Stock**




SECTION
      1. Each holder of stock in the Corporation shall be entitled to have a
      certificate, signed by the Chief Executive Officer, President or a Vice
      President, and by the Treasurer or an Assistant Treasurer or the Secretary
      or an
      Assistant Secretary, certifying the number of shares owned by him in the
      Corporation.




SECTION
      2. If the Corporation shall be authorized to issue more than one class of stock
      or more than one series of any class, the powers, designations, preferences
      and
      relative, participating, optional or other special rights of each class of
      stock
      or series thereof and the qualification, limitations or restrictions or such
      preferences and/or rights shall be set forth in full or summarized on the face
      or back of the certificate which the Corporation shall issue to represent such
      class or series of stock; provided, that except as otherwise provided in Section
      202 of the General Corporation Law of Delaware, in lieu of the foregoing
      requirements, there may be set forth on the face or back of the certificate
      which the Corporation shall issue to represent such class or series of stock,
      a
      statement that the Corporation will furnish without charge to each stockholder
      who so requests the powers, designations, preferences and relative,
      participating, optional or other special rights of each class of stock or series
      thereof and the qualifications, limitations or restrictions of such preferences
      and/or rights.




SECTION
      3. Any of or all the signatures on the certificates may be facsimiles. In case
      any officer, transfer agent or registrar who has signed or whose facsimile
      signature has been placed upon a certificate shall have ceased to be such
      officer, transfer agent or registrar before such certificate is issued, it
      may
      be issued by the Corporation with the same effect as if such individual were
      such office, transfer agent or registrar at the date of issue.




**Lost,
      Stolen or Destroyed Certificates**




SECTION
      4. A new certificate of stock may be issued in the place of any certificate
      theretofore issued by the Corporation, alleged to have been lost, stolen or
      destroyed, and the directors may, in their discretion, require the owner of
      the
      lost, stolen or destroyed certificate, or his legal representative, to give
      the
      Corporation a bond, in such sum as they may


14


direct,
      to indemnify the Corporation against any claim
      that may be made against it on account of the alleged loss, theft, or
      destruction of any such certificates of the issuance of any such new
      certificate.




**Transfer
      of Shares**




SECTION
      5. Transfers of stock shall be made only upon the transfer books of the
      Corporation kept at an office of the Corporation or by transfer agents
      designated to transfer shares of stock of the Corporation. Upon surrender to
      the
      Corporation or its transfer agent or a certificate for shares duly endorsed
      or
      accompanied by proper evidence of succession, assignment or authority to
      transfer, the Corporation shall issue or cause its transfer agent to issue
      a new
      certificate to the person entitled thereto, cancel the old certificate and
      record the transaction upon its books.




**Stockholders
      Record Date**




SECTION
      6. In order that the Corporation may determine the stockholders entitled to
      notice of or to vote at any meeting of stockholders or any adjournment thereof,
      or to express consent to corporate action in writing without a meeting, or
      entitled to receive payment of any dividend or other distribution or allotment
      of any rights, or entitled to exercise any rights in respect of any change,
      conversion or exchange of stock or for the purpose of any other lawful action,
      the Board of Directors may fix, in advance, a record date, which shall not
      be
      more than sixty (60) nor less than ten (10) days before the date of such
      meeting, nor more than sixty (60) days prior to any other action. A
      determination of stockholders of record entitled to notice of or to vote at
      a
      meeting of stockholders shall apply to any adjournment of the meeting; provided,
      however, that the Board of Directors may fix a new record date for the adjourned
      meeting.




**Registered
      Stockholders**




SECTION
      7. The Corporation shall be entitled to recognize the exclusive right of a
      person registered on its books as the owner of shares to receive dividends,
      and
      to vote as such owner, and to hold liable for calls and assessments a person
      registered on its books as the owner of shares and shall not be bound to
      recognize any equitable or other claim to or interest in such share or shares
      on
      the part of any other person, whether or not it shall have express or other
      notice thereof, except as otherwise provided by the laws of the State of
      Delaware.




**ARTICLE
      VI**




**MISCELLANEOUS**




**Dividends**




SECTION
      1. Subject to the terms of the certificate of incorporation, dividends upon
      the
      capital stock of the Corporation may be declared by the Board of Directors
      at
      any regular or special meeting, pursuant to law. Dividends may be paid in cash,
      in property, or in shares of capital stock.




15




SECTION
      2. Subject to the terms of the certificate of incorporation, before payment
      of
      any dividend, there may be set aside out of any funds of the Corporation
      available for dividends such sum or sums as the directors from time to time,
      in
      their absolute discretion, think proper as a reserve or reserves to meet
      contingencies, or for equalizing dividends, or for repairing or maintaining
      any
      property of the Corporation, or for such other purposes as the directors shall
      think conducive to the interest of the Corporation, and the directors may modify
      or abolish any such reserve in the manner in which it was created.




**Seal**




SECTION
      3. The corporate seal shall have the name of the corporation inscribed thereon
      and shall be in such form as may be approved from time to time by the Board
      of
      Directors. Said seal may be used by causing it or a facsimile thereof to be
      impressed or affixed or reproduced or otherwise.




**Fiscal
      Year**




SECTION
      4. The fiscal year of the Corporation shall be fixed by resolution of the Board
      of Directors.




**Checks**




SECTION
      5. All checks, drafts or other orders for the payment of money, notes or other
      evidences of indebtedness issued in the name of the Corporation shall be signed
      by such officer or officers, agent or agents of the Corporation, and in such
      manner as shall be determined from time to time by the Board of
      Directors.




**Notice
      and Waiver of Notice**




SECTION
      6. Except as otherwise provided herein or permitted by applicable law, notices
      to directors and stockholders shall be in writing and delivered personally
      or
      mailed to the directors or stockholders at their addresses appearing on the
      books of the corporation. Notice to directors may be given by telecopier,
      telephone or other means of electronic transmission.




SECTION
      7. Stockholders not entitled to vote shall not be entitled to receive notice
      of
      any meetings except as otherwise provided by law.




SECTION
      8. Any waiver of notice, given by the person entitled to notice, whether before
      or after the time stated therein, shall be deemed equivalent to notice.
      Attendance of a person at a meeting shall constitute a waiver of notice of
      such
      meeting, except when the person attends a meeting for the express purpose of
      objecting, at the beginning of the meeting, to the transaction of any business
      because the meeting is not lawfully called or convened. Neither the business
      to
      be transacted at nor the purpose of any regular or special meeting of the
      stockholders, directors, or members of a committee of directors need be
      specified in a waiver of notice.




Transactions
      with Interested
      Parties


16




SECTION
      9. No contract or transaction between the Corporation and one or more of the
      directors or officers, or between the Corporation and any other corporation,
      partnership, association, or other organization in which one or more of the
      directors or officers are directors or officers, or have a financial interest,
      shall be void or voidable solely for this reason, or solely because such
      director or officer is present at or participates in the meeting of the Board
      of
      Directors or a committee of the Board of Directors which authorizes the contract
      or transaction or solely because his, her or their votes are counted for such
      purpose, if:




(1)
      The
      material facts as to his or her relationship or interest and as to the contract
      or transaction are disclosed or are known to the Board of Directors or the
      committee, and the Board or committee in good faith authorizes the contract
      or
      transaction by the affirmative vote of a majority of the disinterested
      directors, even if the disinterested directors are less than a
      quorum;




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




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




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




**Laws
      and Regulations**




SECTION
      10. For purposes of these by-laws, any reference to a statute, rule or
      regulation of any governmental body means such statute, rule or regulation
      (including any successor thereto) as the same may be amended from time to
      time.




**Close
      of Business**




SECTION
      11. Any reference in these by-laws to the close of business on any day shall
      be
      deemed to mean 5:00 P.M. New York time on such day, whether or not such day
      is a
      business day.




**Form
      of Records**




SECTION
      12. Any records maintained by the Corporation in the regular course of its
      business, including its stock ledger, books of account and minute books, may
      be
      kept on, or be in the form of, punch cards, magnetic tape, photographs,
      microphotographs, electronic storage or any other information storage device,
      provided that the records so kept can be converted into clearly legible form
      within a reasonable time. The Corporation shall so convert any records so kept
      upon the request of any person entitled to inspect the same.




17




**ARTICLE
      VII**




**AMENDMENTS**




These
      by-laws may be repealed, altered, amended or rescinded by the stockholders
      of
      the Corporation by vote of the holders of a majority of the outstanding shares
      of capital stock of the Corporation entitled to vote generally in the election
      of directors (considered for this purpose as one class) cast at a meeting of
      the
      stockholders called for that purpose (provided that notice of such proposed
      repeal, alteration, amendment or rescission is included in the notice of such
      meeting). In addition, in accordance with the Corporation’s certificate of
      incorporation, the Board of Directors may repeal, alter, amend or rescind these
      by-laws by the affirmative vote of a majority of the members of the Board of
      Directors.




**ARTICLE
      VIII**




**INDEMNIFICATION
      OF**


**DIRECTORS,
      OFFICERS, EMPLOYEES AND AGENTS**




**Indemnification
      of Directors and Officers**




SECTION
      1. The Corporation shall, to the fullest extent authorized under the laws of
      the
      State of Delaware, as those laws may be amended and supplemented from time
      to
      time, and under the certificate of incorporation, indemnify and hold harmless
      each person who was or is a party or is threatened to be made a party to, or
      is
      otherwise involved in, any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or investigative, by or
      in
      the right of the Corporation or otherwise (a “proceeding”), by reason of the
      fact that he or she, or a person for whom he or she is the legal representative,
      is or was, or has agreed to become, a director or officer of the Corporation,
      or
      is or was serving, or has agreed to serve, at the request of the Corporation
      as
      a director, officer, employee, agent or trustee of, or in a similar capacity
      with, an affiliate of the Corporation or another corporation, limited liability
      company, partnership, joint venture, trust or other enterprise or nonprofit
      entity (including any employee benefit plan) (all such persons being referred
      to
      hereafter as an “ Indemnitee ”),
      or by
      reason of any action alleged to have been taken or omitted in such capacity,
      against all liability and loss suffered and expenses (including attorneys’ fees
      and disbursements), judgments, fines and amounts paid in settlement actually
      and
      reasonably incurred by him or her or on his or her behalf in connection with
      such action, suit or proceeding and any appeal therefrom. Notwithstanding the
      preceding sentence, except as otherwise provided in Section 7 of this Article
      VIII, the Corporation shall be required to indemnify an Indemnitee in connection
      with a proceeding (or part thereof) commenced by such Indemnitee only if the
      commencement of such proceeding (or part thereof) by the Indemnitee was
      authorized in the specific case by the Board of Directors. The provisions of
      this Article VIII shall constitute a contract between the Corporation, on the
      one hand, and each Indemnitee, on the other hand, in consideration of such
      person’s performance of services to the Corporation and the rights of an
      Indemnitee to indemnification pursuant to this Article VIII shall vest at the
      time such person becomes or agrees to become a director or officer of the
      Corporation, or serves or agrees to serve


18


at
      the request of the Corporation as a director,
      officer, employee, agent or trustee of, or in a similar capacity with, an
      affiliate of the Corporation or another corporation, limited liability company,
      partnership, joint venture, trust or other enterprise or nonprofit entity
      (including any employee benefit plan).




**Indemnification
      of Employees and Agents**




SECTION
      2. The Corporation may, by action taken in writing by its Board of Directors
      in
      its sole discretion in a particular case, provide indemnification to employees
      and agents of the Corporation, and to persons who serve at the request of the
      Corporation as directors, officers, employees or agents of an affiliate of
      the
      Corporation or another corporation or of a partnership, joint venture, trust
      or
      other enterprise, including service with respect to employee benefit plans,
      in
      each case individually or as a group, to the same extent (or such lesser extent
      as the action by the Board of Directors of the Corporation may provide) as
      the
      indemnification of directors and officers permitted by Section 1 of this Article
      VIII.




**Defense
      to Indemnification**




SECTION
      3. It shall be a defense to any action brought by a person seeking
      indemnification that, and the Corporation shall have the right to recover any
      amounts paid by it to a person on account of indemnification if, such person
      has
      not met the standards of conduct that make it permissible under the Delaware
      General Corporation Law for the Corporation to indemnify such person for the
      amount sought or paid or such person has failed to abide by his or her
      obligations to the Corporation, whether arising by statute, common law, equity,
      contract or otherwise.




**Insurance**




SECTION
      4. The Corporation may maintain insurance, at its expense, to protect itself
      and
      any person who is or was serving as a director, officer, employee or agent
      of
      the Corporation or is or was serving at the request of the Corporation as a
      director, officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise against any expense, liability or loss,
      whether or not the Corporation would have the power to indemnify such person
      against such expense, liability or loss under the Delaware General Corporation
      Law.




**Interested
      Directors**




SECTION
      5. No director of the Corporation shall vote on any action by the Board of
      Directors of the Corporation to provide indemnification of such director, or
      of
      a definite group of persons that includes such director, with respect to any
      particular action, suit or proceeding. In the event that, on account of the
      provisions of this Section 5, there shall not be a quorum of the Board of
      Directors, the Corporation may provide such indemnification only by action
      of
      its stockholders.




**Advancement
      of Expenses**




SECTION
      6. The Corporation shall pay the expenses (including attorneys’ fees and
      disbursements) incurred by an Indemnitee in defending any proceeding in advance
      of the


19


settlement
      of or final judgment on any claim, in each
      case to the fullest extent as may be provided for under the Corporation’s
      certificate of incorporation, the General Corporation Law of the State of
      Delaware or vote of either the Corporation’s stockholders or its disinterested
      directors.




**Claims**




SECTION
      7. If a claim for indemnification or advancement of expenses under this Article
      VIII is not paid in full within thirty days after a written claim therefor
      by
      the Indemnitee has been received by the Corporation, the Indemnitee may file
      suit to recover the unpaid amount of such claim and, if successful in whole
      or
      in part, shall be entitled to be paid the expense of prosecuting such claim.
      In
      any such action the Corporation shall have the burden of proving that the
      Indemnitee is not entitled to the requested indemnification or advancement
      of
      expenses under applicable law.




**Nonexclusivity
      of Rights**




SECTION
      8. The rights conferred on any Indemnitee by this Article VIII shall not be
      exclusive of any other rights which such Indemnitee may have or hereafter
      acquire under any statute, provision of the Certificate of Incorporation or
      these Bylaws of the Corporation, agreement, vote of stockholders or
      disinterested directors or otherwise.




**Effect
      of Repeal or Modification**




SECTION
      9. Any repeal or modification of the foregoing provisions of this Article VIII
      shall not adversely affect any right or protection hereunder of any Indemnitee
      in respect of any act or omission occurring prior to the time of such repeal
      or
      modification.




**Other
      Indemnification and Prepayment of Expenses**




SECTION
      10. This Article VIII shall not limit the right of the Corporation, to the
      extent and in the manner permitted by law, to indemnify and to advance expenses
      to persons other than Indemnitees when and as authorized by appropriate
      corporate action.




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