**Exhibit3.2**

**AMENDED AND RESTATED**

**BYLAWS OF**

**MWIVETERINARY SUPPLY, INC.**

**A Delaware Corporation**

**Adopted:  July 27, 2005**

**Amended:  July 30, 2007**

ARTICLEIOFFICES

Section 1.                                            Registered Office.  The registered office of the Corporation inthe State of Delaware shall be located at 2711 Centerville Road, Suite 400,Wilmington, Delaware 19808, in the County of New Castle.  The name of the Corporation’s registeredagent at such address shall be Corporation Service Company.  The registered office and/or registered agentof the Corporation may be changed from time to time by action of the Board ofDirectors.

Section 2.                                            Other Offices.  The Corporation may also have offices at suchother places, both within and without the State of Delaware, as the Board ofDirectors may from time to time determine or the business of the Corporationmay require.

ARTICLEIIMEETINGS OF STOCKHOLDERS

Section 1.                                            Annual Meetings.  The annual meeting of the stockholders forthe election of directors and for the transaction of such other business asproperly may come before such meeting, including, without limitation, for thepurpose of the delivery of an annual report of the Board of Directors, shall beheld at such place, within or without the State of Delaware, such date, andsuch time as designated by the Board of Directors and set forth in the noticeor waiver of notice of the meeting.

Section 2.                                            Special Meetings.  Special meetings of the stockholders, for anypurpose or purposes prescribed in the notice of the meeting, may be called by thePresident, the Chairman of the Board of Directors, or pursuant to a resolutionapproved by a majority of the Board of Directors.  Such special meetings of the stockholdersshall be held at such places, within or without the State of Delaware, datesand times as shall be specified in the respective notices or waivers of noticethereof.  Only business within thepurpose or purposes described in the notice or waiver of notice required bythese Bylaws may be conducted at a special meeting of the stockholders.  No stockholder shall have the power torequire that a meeting of the stockholders be held or that any matter be votedon by the stockholders at any special meeting, except as required by law.

----

Section 3.                                            Notice. Whenever stockholders are required or permitted to take action at ameeting, a written or printed notice of the meeting stating the place, date,time, and, in the case of special meetings, the purpose(s), of such meeting,shall be given to each stockholder of record entitled to vote at such meetingnot less than ten nor more than sixty days before the date of the meeting.  All such notices shall be delivered, eitherpersonally or by mail, by or at the direction of the Board of Directors, thePresident or the Secretary, and if mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, postage prepaid, addressedto the stockholder at his, her or its address as the same appears on therecords of the Corporation.  Attendanceof a stockholder at a meeting shall constitute a waiver of notice of suchmeeting, except when the stockholder attends for the express purpose ofobjecting at the beginning of the meeting to the transaction of any businessbecause the meeting is not lawfully called or convened.

Section 4.                                            Quorum.  Except as otherwise provided by applicable lawor by the Corporation’s Amended and Restated Certificate of Incorporation, amajority of the outstanding shares of the Corporation entitled to vote,represented in person or by proxy, shall constitute a quorum at a meeting ofstockholders.  If less than a majority ofthe outstanding shares are represented at a meeting, a majority of the sharesso represented may adjourn the meeting from time to time in accordance with Section6 of this Article, until a quorum shall be present or represented.

Section 5.                                            Organization.  Meetings of stockholders shall be presidedover by the Chairman of the Board of Directors, if any, or in his or herabsence by the Vice Chairman of the Board of Directors, if any, or in his orher absence by the President, if any, or in his or her absence by a VicePresident, if any, or in the absence of the foregoing persons, by a chairmandesignated by the Board of Directors, or in the absence of such designation, bya chairman chosen at the meeting.  TheSecretary shall act as secretary of the meeting, but in his or her absence thechairman of the meeting may appoint any person to act as secretary of themeeting.

Section 6.                                            Adjourned Meetings.  Any meeting of the stockholders, annual orspecial, may adjourn from time to time to reconvene at the same or some otherplace, and notice need not be given of the adjourned meeting if the time andplace thereof are announced at the meeting at which the adjournment istaken.  At the adjourned meeting the Corporationmay transact any business which might have been transacted at the originalmeeting.  If the adjournment is for morethan thirty days, or if after the adjournment a new record date is fixed forthe adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

Section 7.                                            Vote Required.  When a quorum is present, the affirmativevote of the majority of shares present in person or represented by proxy at themeeting and entitled to vote on the subject matter shall be the act of thestockholders, unless the question is one upon which by express provisions of anapplicable law or of the Corporation’s Amended and Restated Certificate ofIncorporation a different vote is required, in which case such expressprovision shall govern and control the decision of such question.  Where a separate vote by class is required,the affirmative vote of the majority of shares of such class present in personor represented by proxy at the meeting shall be the act of such class, unlessthe question is one upon which by express provisions of an applicable law or ofthe Corporation’s Amended and Restated 

2

----

Certificate of Incorporation a different vote isrequired, in which case such express provision shall govern and control thedecision of such question.

Section 8.                                            Voting Rights.  Except as otherwise provided by the GeneralCorporation Law of the State of Delaware or by the Amended and RestatedCertificate of Incorporation of the Corporation, every stockholder shall atevery meeting of the stockholders be entitled to one vote in person or by proxyfor each share of common stock held by such stockholder.

Section 9.                                            Proxies. Each stockholder of record entitled to vote at a meeting of stockholdersmay authorize another person or persons to act for him, her or it byproxy.  A proxy must be executed by thestockholder granting the proxy or by his, her or its attorney-in-fact.  No proxy shall be voted or acted upon afterthe expiration of three years from its date, unless such proxy provides for alonger period.  A duly executed proxyshall be irrevocable if it states that it is irrevocable and if, and only aslong as, it is coupled with an interest sufficient in law to support anirrevocable power.  A proxy may be madeirrevocable regardless of whether the interest with which it is coupled is aninterest in the stock itself or an interest in the Corporation generally.  A stockholder may revoke any proxy which isnot irrevocable by attending the meeting and voting in person or by filing aninstrument in writing revoking the proxy or by filing another duly executedproxy bearing a later date with the Secretary of the Corporation.

Section 10.                                      StockholdersList.  The Secretary shall prepareand make available, at least ten days before every meeting of the stockholders,a complete list of the stockholders entitled to vote at such meeting arrangedin alphabetical order, showing the address of each stockholder and the numberof shares registered in the name of each stockholder.  Such list shall be open to the examination ofany stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least ten days prior to the meeting, eitherat a place within the city where the meeting is to be held, which place shallbe specified in the notice of the meeting or, if not so specified, at the placewhere the meeting is to be held.  Thelist shall also be produced and kept at the place of the meeting for the durationof the meeting, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidenceas to who are the stockholders entitled to examine the stock ledger, the listof stockholders or the books of the Corporation, or to vote in person or byproxy at any meeting of the stockholders.

Section 11.                                      Noticeof Stockholder Business and Nominations.

(a)                                  AnnualMeetings of Stockholders.

(i)                                     Nominationsof persons for election to the Board of Directors of the Corporation and theproposal of business to be considered by the stockholders may be made at anannual meeting of stockholders (A) by or at the direction of the Chairman ofthe Board or the Board of Directors generally or (B) by any stockholder of theCorporation who is entitled to vote at the meeting and who complies with thenotice procedures set forth in clauses (ii) and (iii) of this paragraph and whowas a stockholder of record at the time such notice is delivered to theSecretary of the Corporation.

(ii)                                  Fornominations or other business to be properly brought before an annual meetingby a stockholder, pursuant to clause (B) of paragraph (a)(i) of this Bylaw, the

3

----

stockholder must have given timely notice thereof inwriting to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretaryat the principal executive offices of the Corporation not less than one hundredand twenty days prior to the date of the Corporation’s proxy statement releasedto stockholders in connection with the preceding year’s annual meeting; provided,however, that if the Corporation did not hold an annual meeting thepreceding year or if the date of the annual meeting is changed by more thanthirty days from the date of the preceding year’s annual meeting, to be timely,notice by the stockholder must be delivered within a reasonable time before theCorporation prints and mails its proxy materials in connection with the annualmeeting.  In no event shall theadjournment of an annual meeting commence a new time period for the giving of astockholder’s notice as described above. Such stockholder’s notice shall set forth (A) as to each person whom thestockholder proposes to nominate for election or reelection as a director, allinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors, or is otherwise required,in each case pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (the “Exchange Act”), in each case including any successorrule or regulation thereto, including such person’s written consent to beingnamed in the proxy statement as a nominee and to serving as a director ifelected; (B) as to any other business that the stockholder proposes to bringbefore the meeting, a brief description of the business desired to be broughtbefore the meeting, the reasons for conducting such business at the meeting andany material interest in such business of such stockholder and of anybeneficial owner on whose behalf the proposal is made; and (C) as to the stockholdergiving the notice and any beneficial owner on whose behalf the nomination orproposal is made (x) the name and address of such stockholder, as they appearon the Corporation’s books, and the name, address and phone number of suchbeneficial owner, (y) the number of shares of the Corporation which are ownedbeneficially and of record by such stockholder and such beneficial owner and(z) a description of any and all arrangements or understandings between suchstockholder and such beneficial owner.

(iii)                               Notwithstandinganything in the second sentence of paragraph (a)(ii) of this Bylaw to thecontrary, in the event that the number of directors to be elected to the Boardof Directors of the Corporation is increased and there is no publicannouncement made by the Corporation naming all of the nominees for director orspecifying the size of the increased Board of Directors at least one hundredand twenty days prior to the date of the Corporation’s proxy statement releasedto stockholders in connection with the preceding year’s annual meeting, astockholder’s notice under this paragraph shall also be considered timely, butonly 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 ofthe Corporation not later than the close of business on the tenth day followingthe day on which such public announcement is first made by the Corporation.

(b)                                 SpecialMeetings of Stockholders.  Only suchbusiness as shall have been brought before the special meeting of thestockholders pursuant to the notice or waiver of notice of the meeting shall beconducted at such meeting.  Nominationsof persons for election to the Board of Directors may be made at a specialmeeting of stockholders at which directors are to be elected pursuant to thenotice or waiver of notice of the meeting (A) by or at the direction of theBoard of Directors or (B) by any stockholder of the Corporation who is entitledto vote at the meeting, who complies with the notice procedures set forth inthis Bylaw and who is a stockholder of record at the time such notice isdelivered to the Secretary of the Corporation. 

4

----

Nominations by stockholders of persons for election tothe Board of Directors may be made at such special meeting of stockholders ifthe stockholder’s notice as required by paragraph (a)(ii) of this Bylaw shallbe delivered to the Secretary at the principal executive offices of theCorporation within a reasonable time before the Corporation prints and mailsits proxy materials in connection with such special meeting or the tenth dayfollowing the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board of Directors to beelected at such meeting.  In no eventshall the adjournment of a special meeting commence a new time period for thegiving of a stockholder’s notice as described above.

(c)                                  General.

(i)                                     Onlypersons who are nominated in accordance with the procedures set forth in thisBylaw shall be eligible to serve as directors and only such business shall beconducted at a meeting of stockholders as shall have been brought before themeeting in accordance with the procedures set forth in this Bylaw.  Except as otherwise provided by law or by theCorporation’s Amended and Restated Certificate of Incorporation, the chairmanof the meeting shall have the power and duty to determine whether a nominationor any business proposed to be brought before the meeting was made inaccordance with the procedures set forth in this Bylaw and, if any proposednomination or business is not in compliance with this Bylaw, to declare thatsuch defective proposal or nomination shall be disregarded.

(ii)                                  Forpurposes of this Bylaw, “public announcement” shall mean disclosure in a pressrelease reported by the Dow Jones News Service, PR Newswire, Associated Pressor comparable national news service or in a document publicly filed by theCorporation with the Securities and Exchange Commission pursuant to Section 13,14, or 15(d) of the Exchange Act.

(iii)                               Notwithstandingthe foregoing provisions of this Bylaw, a stockholder shall also comply withall applicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the matters set forth in this Bylaw.  Nothing in this Bylaw shall be deemed toaffect any right of a stockholder to request inclusion of proposals in theCorporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 12.                                      NoStockholder Action by Written Consent or Telephone Conference.  Any action required or permitted to be takenby the stockholders of the Corporation must be effected at a duly called annualor special meeting of the stockholders of the Corporation, and the ability ofthe stockholders to consent in writing or by telephone to the taking of anyaction is specifically denied.

ARTICLEIIIDIRECTORS

Section 1.                                            Genera1 Powers.  The business and affairs of the Corporationshall be managed by or under the direction of the Board of Directors.

5

----

Section 2.                                            Number, Election and Term of Office.  The number of directors which shallconstitute the board shall be seven, which number may be increased or decreasedfrom time to time by resolution of the Board. The directors shall be elected by a plurality of the votes of the sharespresent in person or represented by proxy at the meeting and entitled to votein the election of directors.  Except asprovided in Section 4 of this Article III, directors shall be elected at theannual meeting of the stockholders.  Eachdirector elected shall hold office until a successor is duly elected andqualified or until his or her earlier death, resignation or removal ashereinafter provided.

Section 3.                                            Removal and Resignation.  Any director may resign at any time upon deliveryof written notice of such resignation, signed by such director, to theCorporation.  Any director may be removedat any time, but only for cause upon the affirmative vote of the holders of amajority of the combined voting power of the then outstanding stock of theCorporation entitled to vote generally in the election of directors at anymeeting of such stockholders, including meetings called expressly for thatpurpose, and at which a quorum of stockholders is present.

Section 4.                                            Vacancies. Except as otherwise provided by the Amended and Restated Certificate ofIncorporation of the Corporation, vacancies and newly created directorshipsresulting from any increase in the authorized number of directors may be filledby a majority of the directors then in office, though less than a quorum, or bya vote of a majority vote of the holders of the Corporation’s outstanding stockentitled to vote thereon.  Each directorso chosen shall hold office until a successor is duly elected and qualified oruntil his or her earlier death, resignation or removal as herein provided.

Section 5.                                            Annual and Regular Meetings.  The annual meeting of the Board of Directorsfor the purpose of electing officers and for the transaction of such otherbusiness as may come before the meeting shall be held as soon as possiblefollowing adjournment of the annual meeting of the stockholders at the place ofsuch annual meeting of the stockholders. Notice of such annual meeting of the Board of Directors need not begiven.  The Board of Directors from timeto time may by resolution provide for the holding of regular meetings and fixthe place (which may be within or without the State of Delaware), date and timeof such meetings, provided that such meetings shall be held no less frequently thanquarterly.  Notice of regular meetingsneed not be given; provided, however, that if the Board ofDirectors shall fix or change the time or place of any regular meeting, noticeof such action shall be mailed promptly, or sent by telephone, including a voicemessaging system or other system or technology designed to record andcommunicate messages, telegraph, facsimile, electronic mail or other electronicmeans to each director who shall not have been present at the meeting at whichsuch action was taken, addressed to him or her at his or her usual place ofbusiness, or shall be delivered to him or her personally.

Section 6.                                            Special Meetings.  Special meetings of the Board of Directorsshall be held whenever called by the Chairman of the Board of Directors or thePresident, or by a majority of the directors, at such place, date and time asmay be specified in the respective notices or waivers of notice of suchmeetings.  Special meetings of the Boardof Directors may be called on at least twenty-four hours’ notice to eachdirector, if notice is given to each director personally or by telephone,including a voice messaging system or other system or technology 

6

----

designed to record and communicate messages,telegraph, facsimile, electronic mail or other electronic means, or on threedays’ notice from the official date of deposit in the mail if notice is mailedto each director, addressed to him or her at his or her usual place ofbusiness.  Such notice need not state thepurpose or purposes of, nor the business to be transacted at, such meeting,except as may otherwise be required by law or provided for by the Amended andRestated Certificate of Incorporation.

Section 7.                                            Quorum, Required Vote and Adjournment.  A majority of the total number of directorsthen in office shall constitute a quorum for the transaction of business.  The vote of a majority of directors presentat a meeting at which a quorum is present shall be the act of the Board ofDirectors.  If a quorum shall not bepresent at any meeting of the Board of Directors, the directors present mayadjourn the meeting from time to time, without notice other than announcementat the meeting, until a quorum shall be present.

Section 8.               Organization.  Meetings of the Board of Directors shall bepresided over by the Chairman of the Board of Directors, if any, or in his orher absence by the Vice Chairman of the Board of Directors, if any, or in hisor her absence by the President, if any, or in their absence by a chairmanchosen at the meeting.  The Secretaryshall act as secretary of the meeting, but in his or her absence the chairmanof the meeting may appoint any person to act as secretary of the meeting.

Section 9.               Telephonic Meetings.  Members of the Board of Directors mayparticipate in and act at any meeting of the Board of Directors through the useof a conference telephone or other communications equipment by means of whichall persons participating in the meeting can hear each other, and participationin the meeting pursuant to this section shall constitute presence in person atthe meeting.

Section 10.                                      Waiver of Notice and Presumption of Assent.  Any member of the Board of Directors who ispresent at a meeting shall be conclusively presumed to have waived notice ofsuch meeting except when such member attends for the express purpose ofobjecting at the beginning of the meeting to the transaction of any businessbecause the meeting is not lawfully called or convened.  Such member shall be conclusively presumed tohave assented to any action taken unless his or her dissent shall be entered inthe minutes of the meeting or unless his or her written dissent to such actionshall be filed with the person acting as the secretary of the meeting beforethe adjournment thereof or shall be forwarded by registered mail to theSecretary of the Corporation immediately after the adjournment of themeeting.  Such right to dissent shall notapply to any member who voted in favor of such action.

Section 11.                                      Action by Written Consent.  Unless otherwise restricted by the Corporation’sAmended and Restated Certificate of Incorporation, any action required orpermitted to be taken at any meeting of the Board of Directors may be takenwithout a meeting if all members of the Board of Directors consent thereto inwriting, and the writing(s) are filed with the minutes of proceedings of theBoard of Directors.

Section 12.                                      Relianceon Accounts and Reports, etc.  Adirector shall, in the performance of his or her duties, be fully protected inrelying in good faith upon the records of the Corporation and upon information,opinions, reports or statements presented to the 

7

----

Corporation by any of the Corporation’s officers oremployees, or committees designated by the Board of Directors, or by any otherperson as to the matters the director reasonably believes are within such otherperson’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Corporation.

ARTICLE IVCOMMITTEES

Section 1.                                            Committees. The Board of Directors may, by resolution passed by a majority of thedirectors, designate one or more committees, including, without limitation, acompensation committee, a nominating and governance committee and an auditcommittee.  Each committee shall consistof two or more of the directors of the Corporation, which to the extentpermitted by law and provided in such resolution or these Bylaws, shall haveand may exercise the powers of the Board of Directors in the management andaffairs of the Corporation.  Suchcommittee(s) shall have such name(s) as may be determined from time to time byresolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report thesame to the Board of Directors when required. The Board of Directors may designate one or more directors as alternatemembers of any committee, who may replace any absent or disqualified member atany meeting of the committee.  In theabsence or disqualification of a member of the committee, the member or membersthereof present at any meeting and not disqualified from voting, whether or nothe or she or they constitute a quorum, may unanimously appoint another memberof the Board of Directors to act at the meeting in place of any such absent ordisqualified member.

Section 2.                                            Committee Rules.  Each committee of the Board of Directors mayfix its own rules of procedure and shall hold its meetings as provided by suchrules, except as may otherwise be provided by the resolution of the Board ofDirectors designating such committee or the charter adopted by the Board ofDirectors for such committee.  In theabsence of such rules, each committee shall conduct its business in the samemanner as the Board of Directors conducts its business pursuant to Article III ofthese Bylaws.

ARTICLEVOFFICERS

Section 1.                                            Number. The officers of the Corporation shall be designated by the Board ofDirectors and shall include such officers as the Board may from time to timedetermine, which officers may include a chairman, if any is elected, a vicechairman, if any is elected, a president, one or more vice presidents, asecretary, a treasurer, and such other officers and assistant officers as maybe deemed necessary or desirable by the Board of Directors.  Any number of offices may be held by the sameperson, except that no person may simultaneously hold the office of presidentand secretary.  In its discretion, theBoard of Directors may choose not to fill any office for any period as it maydeem advisable.

Section 2.                                            Election and Term of Office.  The officers of the Corporation shall beelected annually by the Board of Directors at its annual meeting.  The President shall appoint 

8

----

other officers to serve for such terms as he or shedeems desirable.  Vacancies may be filledor new offices created and filled at any meeting of the Board ofDirectors.  Each officer shall holdoffice until a successor is duly elected and qualified or until his or herearlier death, resignation or removal as hereinafter provided.

Section 3.                                            Removal and Resignation.  Any officer or agent elected by the Board ofDirectors may be removed by the Board of Directors whenever in its judgment thebest interests of the Corporation would be served thereby, but such removalshall be without prejudice to the contract rights, if any, of the person so removed.  Designation of an officer shall not itselfcreate contract rights.  Any officer mayresign at any time upon delivery of written notice of such resignation, signedby such officer, to the Board of Directors or the President.  Unless otherwise specified therein, suchresignation shall take effect upon delivery.

Section 4.                                            Vacancies. Any vacancy occurring in any office because of death, resignation,removal, disqualification or otherwise, may be filled for the unexpired portionof the term by the Board of Directors.

Section 5.                                            Compensation.  Compensation of all officers shall be fixedby the Board of Directors or a committee thereof, and no officer shall beprevented from receiving such compensation by virtue of his or her also being adirector of the Corporation.

Section 6.                                            The President.  The President shall be the chief executiveofficer of the Corporation.  In theabsence of the Chairman of the Board or if a Chairman of the Board shall havenot been elected, the President (i) shall preside at all meetings of thestockholders and Board of Directors at which he or she is present; (ii) subjectto the powers of the Board of Directors, shall have general charge of thebusiness, affairs and property of the Corporation, and control over itsofficers, agents and employees; and (iii) shall see that all orders andresolutions of the Board of Directors are carried into effect.  The President shall have such other powersand perform such other duties as may be prescribed by the Board of Directors oras may be provided in these Bylaws.

Section 7.                                            Vice Presidents.  The Vice President, if any, or if there shallbe more than one, the Vice Presidents in the order determined by the Board ofDirectors shall, in the absence or disability of the President, act with all ofthe powers and be subject to all the restrictions of the President.  The Vice Presidents shall also perform suchother duties and have such other powers as the Board of Directors, thePresident or these Bylaws may, from time to time, prescribe.

Section 8.                                            The Secretary and Assistant Secretaries.  The Secretary shall attend all meetings ofthe Board of Directors, all meetings of the committees thereof and all meetingsof the stockholders and record all the proceedings of the meetings in a book(s)to be kept for that purpose.  Under thePresident’s supervision, the Secretary shall (i) give, or cause to be given,all notices required to be given by these Bylaws or by law; (ii) have suchpowers and perform such duties as the Board of Directors, the President or theseBylaws may, from time to time, prescribe; and (iii) have custody of thecorporate seal of the Corporation.  TheSecretary, or an Assistant Secretary, shall have authority to affix thecorporate seal to any instrument requiring it and when so affixed, it may beattested by his or her signature or by the signature of such AssistantSecretary.  The Board of Directors maygive general authority to any other officer to affix the

9

----

seal of the Corporation and to attest the affixing byhis or her signature.  The AssistantSecretary, or if there be more than one, the Assistant Secretaries in the orderdetermined by the Board of Directors, shall, in the absence or disability ofthe Secretary, perform the duties and exercise the powers of theSecretary.  The Assistant Secretariesshall perform such other duties and have such other powers as the Board ofDirectors, the President or Secretary may, from time to time, prescribe.

Section 9.                                            The Treasurer and Assistant Treasurers.  The Treasurer shall (i) have the custody ofthe corporate funds and securities; (ii) keep full and accurate accounts ofreceipts and disbursements in books belonging to the Corporation; (iii) depositall monies and other valuable effects in the name and to the credit of theCorporation as may be ordered by the Board of Directors; (iv) cause the fundsof the Corporation to be disbursed when such disbursements have been dulyauthorized, taking proper vouchers for such disbursements; (v) render to thePresident and the Board of Directors, at its regular meeting or when the Boardof Directors so requires, an account of the Corporation; and (vi) have suchpowers and perform such duties as the Board of Directors, the President orthese Bylaws may, from time to time, prescribe. If required by the Board of Directors, the Treasurer shall give theCorporation a bond (which shall be rendered every six years) in such sums andwith such surety or sureties as shall be satisfactory to the Board of Directorsfor the faithful performance of the duties of the office of Treasurer and forthe restoration to the Corporation, in case of death, resignation, retirementor removal from office, of all books, papers, vouchers, money, and other propertyof whatever kind in the possession or under the control of the Treasurerbelonging to the Corporation.  TheAssistant Treasurer, or if there shall be more than one, the AssistantTreasurers in the order determined by the Board of Directors, shall, in theabsence or disability of the Treasurer, perform the duties and exercise thepowers of the Treasurer.  The AssistantTreasurers shall perform such other duties and have such other powers as theBoard of Directors, the President or Treasurer may, from time to time,prescribe.

Section 10.                                      Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, ifany, other than those whose duties are provided for in these Bylaws, shall havesuch authority and perform such duties as may from time to time be prescribedby resolution of the Board of Directors.

Section 11.                                      Absence or Disability of Officers.  In the case of the absence or disability ofany officer of the Corporation and of any person hereby authorized to act insuch officer’s place during such officer’s absence or disability, the Board ofDirectors may by resolution delegate the powers and duties of such officer toany other officer or to any director, or to any other person whom it mayselect.

ARTICLEVIINDEMNIFICATION

Section 1.                                            Nature of Indemnity.  The Corporation shall 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 (hereinafter, a “Proceeding”),whether civil, criminal, administrative, arbitrative, or investigative, or anyappeal in such a Proceeding or any inquiry or investigation 

10

----

that could lead to such a Proceeding, by reason of thefact that he or she, or a person of whom he or she is the legal representative,is or was a director or officer of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, partner, venturer,proprietor, trustee, employee, agent, or similar functionary of anothercorporation, limited liability company, partnership, joint venture, soleproprietorship, trust, employee benefit plan, or other enterprise, or by reasonof any action alleged to have been taken or omitted in such capacity, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid insettlement actually and reasonably incurred by him or her or on his or herbehalf in connection with such Proceeding and any appeal therefrom, providedthat he or she acted in good faith and in a manner he or she reasonablybelieved to be in or not opposed to the best interests of the Corporation, and,with respect to any criminal Proceeding had no reasonable cause to believe hisor her conduct was unlawful.  Theindemnification provided in this Article VI could involve indemnification fornegligence or under theories of strict liability.  In the case of an action or suit by or in theright of the Corporation to procure a judgment in its favor (i) theindemnification of a director or officer shall be limited to expenses(including attorneys’ fees) actually and reasonably incurred by such person inthe defense or settlement of such Proceeding, and (ii) no indemnification shallbe made in respect of any claim, issue or matter as to which such person shallhave been adjudged to be liable to the Corporation unless and only to theextent that the Delaware Court of Chancery or the court in which such action orsuit was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenseswhich the Delaware Court of Chancery or such other court shall deemproper.  Notwithstanding the foregoing,but subject to Section 3 of this Article VI, the Corporation shall not be obligatedto indemnify a director or officer of the Corporation in respect of aProceeding (or any part thereof) instituted by such director or officer, unlesssuch Proceeding (or any part thereof) has been authorized by the Board ofDirectors.

The termination of anyProceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he or she reasonablybelieved to be in or not opposed to the best interests of the Corporation, and,with respect to any criminal Proceeding, had reasonable cause to believe thathis or her conduct was unlawful.

Section 2.                                            SuccessfulDefense.  To the extent that apresent or former director or officer of the Corporation has been successful onthe merits or otherwise in defense of any Proceeding referred to in Section 1of this Article VI or in defense of any claim, issue or matter therein, he orshe shall be indemnified against expenses (including attorneys’ fees) actuallyand reasonably incurred by him or her in connection therewith.

Section 3.                                            Procedure for Indemnification of Directors and Officers.  Any indemnification of a director or officerof the Corporation under Section 1 of this Article VI or the advancement ofexpenses under Section 6 of this Article VI shall be made promptly, and in anyevent within thirty days, upon the written request of the director orofficer.  If a determination by the Corporationthat the director or officer is entitled to indemnification pursuant to thisArticle VI is required, and the Corporation fails to respond within sixty daysto a written request for indemnity, the Corporation shall be deemed to haveapproved the request.  If the Corporationdenies a written request for indemnification or advancement of expenses, inwhole or in part, or if payment in full pursuant to such request is not madewithin thirty days, the 

11

----

right to indemnification or advances as granted bythis Article VI shall be enforceable by the director or officer in any court ofcompetent jurisdiction.  Such person’scosts and expenses incurred in connection with successfully establishing his orher right to indemnification, in whole or in part, in any such action shallalso be indemnified by the Corporation. It shall be a defense to any such action (other than an action broughtto enforce a claim for expenses incurred in defending any proceeding in advanceof its final disposition where the required undertaking, if any, has beentendered to the Corporation) that the claimant has not met the standards ofconduct which make it permissible under the General Corporation Law of theState of Delaware for the Corporation to indemnify the claimant for the amountclaimed, but the burden of such defense shall be on the Corporation.  Neither the failure of the Corporation(including the Board of Directors, independent legal counsel or itsstockholders) to have made a determination prior to the commencement of suchaction that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in theGeneral Corporation Law of the State of Delaware, nor an actual determinationby the Corporation (including its Board of Directors, independent legal counselor its stockholders) that the claimant has not met such applicable standard ofconduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct.

Section 4.                                            Preservationof Other Rights.  The rights toindemnification and the payment of expenses incurred in defending a Proceedingin advance of its final disposition conferred in this Article VI shall not beexclusive of any other right which any person may have or hereafter acquireunder any statute, provision of the Amended and Restated Certificate ofIncorporation, by-law, agreement, vote of stockholders or disinteresteddirectors or otherwise.

Section 5.                                            Insurance. The Corporation shall purchase and maintain insurance on its own behalfand on behalf of any person who is or was a director or officer of theCorporation or was serving at the request of the Corporation as a director,officer, employee or agent of another corporation, limited liability company,partnership, joint venture, trust or other enterprise against any expense,liability or loss asserted against him or her or incurred by him or her in anysuch capacity, whether or not the Corporation would have the power to indemnifysuch person against such expense, liability or loss under this Article VI,provided that such insurance is available on acceptable terms, whichdetermination shall be made by a vote of a majority of the Board of Directors.

Section 6.                                            Expenses. Expenses incurred by any person described in Section 1 of this ArticleVI in defending a Proceeding shall be paid by the Corporation in advance ofsuch Proceeding’s final disposition and without any determination as to theperson’s ultimate entitlement to indemnification; provided, however,that the payment of such expenses incurred by any such person in advance of thefinal disposition of a Proceeding shall be made only upon delivery to theCorporation of a written affirmation by such person of his or her good faithbelief that he or she has met the standard of conduct necessary forindemnification under this Article VI and a written undertaking, by or onbehalf of such person, to repay all amounts so advanced if it shall ultimatelybe determined that such person is not entitled to be indemnified under thisArticle VI or otherwise.

Section 7.                                            Employees and Agents.  Persons who are not covered by the foregoingprovisions of this Article VI and who are or were employees or agents of theCorporation, or 

12

----

who are or were serving at the request of the Corporationas employees or agents of another corporation, limited liability company,partnership, joint venture, trust or other enterprise, may be indemnified tothe extent authorized at any time or from time to time by the Board ofDirectors.  The expenses incurred by suchemployees and agents may also be paid upon such terms and conditions, if any,as the Board of Directors deems appropriate.

Section 8.                                            Contract Rights.  The provisions of this Article VI shall bedeemed to be a contract right between the Corporation and each director andofficer who serves in any such capacity at any time while this Article VI andthe relevant provisions of the General Corporation Law of the State of Delawareor other applicable law are in effect, and any repeal or modification of thisArticle VI or any such law shall not affect any rights or obligations thenexisting with respect to any state of facts or proceeding then existing.

Section 9.                                            Severability.  If this Article VI or any portion hereofshall be invalidated on any ground by any court of competent jurisdiction, thenthe Corporation shall nevertheless indemnify and hold harmless each directorand officer and any other person indemnified pursuant to this Article VI as tocosts, charges and expenses (including reasonable attorneys’ fees), judgments,fines and amounts paid in settlement with respect to any action, suit orproceeding, whether civil, criminal, administrative or investigative to thefull extent permitted by any applicable portion of this Article VI that shallnot have been invalidated and to the fullest extent permitted by applicablelaw.

Section 10.                                      Limitationon Liability.  No director or officershall be personally liable, as such, for any action taken or omitted from beingtaken unless: (i) such director or officer breached or failed to perform theduties of his office; and (ii) the breach or failure to perform constitutedrecklessness, self-dealing or willful misconduct.  The foregoing shall not apply to anyresponsibility or liability under a criminal statute or liability for thepayment of taxes under Federal, state, or local law.

Section 11.                                      Appearanceas a Witness.  Notwithstanding anyother provision of this Article VI, the Corporation shall pay or reimburseexpenses incurred by a director or officer in connection with his or herappearance as a witness or other participation in a Proceeding at a time whenhe or she is not a named defendant or respondent in the Proceeding.

ARTICLEVIICAPITAL STOCK

Section 1.                                            Form.  Shares of the capital stock of the Corporationmay be certificated or uncertificated, as provided under the GeneralCorporation Law of the State of Delaware. Every holder of stock in the Corporation shall be entitled upon writtenrequest to the transfer agent or registrar of the Corporation to have acertificate, signed by, or in the name of the Corporation by (i) the Chairmanof the Board, if any, the President or a Vice President and (ii) the Secretaryor an Assistant Secretary of the Corporation, certifying the number of sharesowned by such stockholder in the Corporation. If such a certificate is countersigned (1) by a transfer agent or anassistant transfer agent other than the Corporation or its employee or (2) by aregistrar, other than the Corporation or its employee, the signature of anysuch Chairman of the 

13

----

Board, President, Vice President, Secretary orAssistant Secretary may be facsimiles. In case any officer(s) who have signed, or whose facsimile signature(s)have been used on, any such certificate(s) shall cease to be such officer(s) ofthe Corporation whether because of death, resignation or otherwise before suchcertificate(s) have been delivered by the Corporation, such certificate(s) maynevertheless be issued and delivered as though the person or persons who signedsuch certificate(s) or whose facsimile signature(s) have been used thereon hadnot ceased to be such officer(s) of the Corporation.  All certificates for shares shall beconsecutively numbered or otherwise identified. The name of the person to whom either certificated or uncertificatedshares are issued, with the number of shares and date of issue, shall beentered on the books of the Corporation. Notwithstanding any other provision in these Bylaws, the Corporation mayadopt a system of issuance, recordation and transfer of its shares byelectronic or other means not involving any issuance of certificates, includingprovisions for notice to purchasers in substitution for any required statementsor certificates, and as may be required by applicable law, which system hasbeen approved by the Securities and Exchange Commission.  Any system so adopted shall not becomeeffective as to issued and outstanding certificated securities until thecertificates therefore have been surrendered to the Corporation.

Section 2.                                            Transfer.  Shares of stock of the Corporation shall onlybe transferred on the books of the Corporation by the holder of record thereofor by such holder’s attorney duly authorized in writing, (i) if such shares arecertificated, upon surrender to the Corporation of the certificate(s) for suchshares endorsed by the appropriate person(s), with such evidence of theauthenticity of such endorsement, transfer, authorization, and other matters asthe Corporation may reasonably require, and accompanied by all necessary stocktransfer stamps, or (ii) upon proper instructions from the holder ofuncertificated shares.  In the event ofsuch transfer of certificated shares, it shall be the duty of the Corporationto issue a new certificate or evidence of the issuance of uncertificated sharesto the person entitled thereto, cancel the old certificate(s), and record thetransaction on its books.  Any such newcertificate shall be registered in such name and shall represent such number ofshares of stock as is requested by the holder of the surrendered certificateand shall be substantially identical in form to the surrenderedcertificate.  Upon receipt or properinstructions from the registered owner of uncertificated shares, such uncertificatedshares shall be cancelled, issuance of new equivalent uncertificated shares orcertificated shares shall be made to the stockholder entitled thereto, and thetransaction shall be recorded on the books of the Corporation.  The Board of Directors may appoint a bank ortrust company organized under the laws of the United States or any statethereof to act as its transfer agent or registrar, or both in connection withthe transfer of any class or series of securities of the Corporation.

Section 3.                                            Lost,Stolen or Destroyed Certificates. The Corporation may direct a new certificate(s) of like kind to beissued in place of any certificate(s) previously 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; provided, however, that if such shares have ceased to becertificated, a new certificate shall be issued only upon written request tothe transfer agent or registrar of the Corporation.  When authorizing such issue of a newcertificate(s), the Corporation may, in its discretion and as a conditionprecedent to the issuance thereof, require the owner of such lost, stolen ordestroyed certificate(s), or his or her legal representative, to give theCorporation a bond sufficient to indemnify the Corporation 

14

----

against any claim that may be made against theCorporation on account of the loss, theft or destruction of any suchcertificate or the issuance of such new certificate.

Section 4.                                            Fixing a Record Date for Stockholder Meetings.  In order that the Corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the Board of Directors may fix arecord date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, andwhich record date shall not be more than sixty nor less than ten days beforethe date of such meeting.  If no recorddate is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be the close of business on the day immediately preceding the day onwhich notice is given, or if notice is waived, at the close of business on theday immediately preceding the day on which the meeting is held.  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 Boardof Directors may fix a new record date for the adjourned meeting.

Section 5.                                            Fixing a Record Date for Other Purposes.  In order that the Corporation may determinethe stockholders entitled to receive payment of any dividend or otherdistribution or allotment of any rights of the stockholders entitled toexercise 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 arecord date, which record date shall not precede the date upon which theresolution fixing the record date is adopted, and which record date shall benot more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholdersfor any such purpose shall be at the close of business on the day on which theBoard of Directors adopts the resolution relating thereto.

Section 6.                                            Registered Stockholders.  Prior to the surrender to the Corporation ofthe certificate(s) for a share(s) of stock with a request to record thetransfer of such share(s), the Corporation may treat the registered owner asthe person entitled to receive dividends, to vote, to receive notifications,and otherwise to exercise all the rights and powers of an owner.  The Corporation shall not be bound torecognize any equitable or other claim to or interest in such share(s) on thepart of any other person, whether or not it shall have express or other noticethereof.

ARTICLEVIIIGENERAL PROVISIONS

Section 1.                                            Dividends. Subject to any applicable provisions of law and the Amended and RestatedCertificate of Incorporation, dividends upon the capital stock of theCorporation, may be declared by the Board of Directors at any regular orspecial meeting.  Dividends may be paidin cash, in property, or in shares of capital stock of the Corporation, subjectto the provisions of the Amended and Restated Certificate ofIncorporation.  Before payment of anydividend, there may be set aside out of any funds of the Corporation availablefor dividends such sum(s) as the Board of Directors from time to time, in itsabsolute discretion, thinks proper as a reserve(s) to meet contingencies, orfor equalizing dividends, or for repairing or maintaining any 

15

----

property of the Corporation or for any other purposeas the Board of Directors shall think conducive to the interest of theCorporation, and the Board of Directors may similarly modify or abolish anysuch reserve.

Section 2.                                            Checks, Drafts or Orders.  All checks, drafts or other orders for thepayment of money by the Corporation and all notes and other evidences ofindebtedness issued in the name of the Corporation shall be signed by suchofficer(s) or agent(s) of the Corporation, and in such manner, as shall bedetermined by resolution of the Board of Directors or a duly authorizedcommittee thereof.

Section 3.                                            Contracts. The Board of Directors may authorize any officer(s) or any agent(s) ofthe Corporation to enter into any contract or to execute and deliver anyinstrument in the name of and on behalf of the Corporation, and such authoritymay be general or confined to specific instances.

Section 4.                                            Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of theBoard of Directors.

Section 5.                                            Corporate Seal.  The Board of Directors shall provide acorporate seal which shall be in the form of a circle and shall have inscribedthereon the name of the Corporation and the words “Corporate Seal, Delaware.”The seal may be used by causing it or a facsimile thereof to be impressed oraffixed or reproduced or otherwise.

Section 6.                                            Voting Securities Owned By Corporation.  Voting securities in any other corporationheld by the Corporation shall be voted by the President, unless the Board ofDirectors specifically confers authority to vote with respect thereto, whichauthority may be general or confined to specific instances, upon some otherperson or officer.  Any person authorizedto vote securities shall have the power to appoint proxies with general powerof substitution.

Section 7.                                            Section Headings.  Section headings in these Bylaws are forconvenience of reference only and shall not be given any substantive effect inlimiting or otherwise construing any provision herein.

Section 8.                                            Inconsistent Provisions.  In the event that any provision of these Bylawsis or becomes inconsistent with any provision of the Corporation’s Amended andRestated Certificate of Incorporation, the General Corporation Law of the Stateof Delaware or any other applicable law, such provision of these Bylaws shallnot be given any effect to the extent of such inconsistency but shall otherwisebe given full force and effect.

ARTICLEIXAMENDMENTS

Subject to any express provision in the Amended andRestated Certificate of Incorporation to the contrary, these Bylaws may beamended, altered or repealed:

16

----

(a)                                  byresolution adopted by a majority of the Board of Directors at any special orregular meeting of the Board of Directors without the assent or vote of thestockholders of the Corporation if, in the case of such special meeting only,notice of such amendment, alteration or repeal is contained in the notice orwaiver of notice of such meeting; or

(b)                                 atany regular or special meeting of the stockholders upon the affirmative vote ofnot less than two-thirds (66-2/3%) of the holders of the combined voting powerof the outstanding shares of the Corporation entitled to vote generally in theelection of directors if, in the case of such special meeting only, notice ofsuch amendment, alteration or repeal is contained in the notice or waiver ofnotice of such meeting.

17

----