**EXHIBIT 3.2****AMENDED AND RESTATED BY-LAWS****OF****COLEMAN CABLE, INC.**ARTICLE IOFFICES     Section 1.1. REGISTERED OFFICE. The registered office of the Corporation in the State ofDelaware shall be located at the principal place of business in such state of the corporation orindividual acting as the Corporation’s registered agent in Delaware.     Section 1.2. OTHER OFFICES. In addition to its registered office in the State of Delaware,the Corporation may have an office or offices in such other places as the Board of Directors mayfrom time to time designate or the business of the Corporation may require.ARTICLE IIMEETING OF STOCKHOLDERS     Section 2.1. TIME AND PLACE. All meetings of the stockholders of the Corporation shall beheld at such time and place, either within or without the State of Delaware, as shall be stated inthe notice of the meeting or in a duly executed waiver of notice thereof.     Section 2.2. ANNUAL MEETING. The annual meeting of stockholders of the Corporation shall beheld at such date, time and place, either within or without the State of Delaware, as shall bedetermined by the Board of Directors and stated in the notice of meeting.     Section 2.3. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of stockholders for anypurpose or purposes if not otherwise prescribed by statute or by the Certificate of Incorporation,may be called by the Board of Directors pursuant to a resolution adopted by a majority of theentire Board of Directors and not by the stockholders of the Corporation. Such request shall statethe purpose or purposes of the proposed meeting. The time of any such special meeting shall befixed by the officer calling the meeting and shall be stated in the notice of such meeting, whichnotice shall specify the purpose or purposes thereof. Business transacted at any special meetingshall be confined to the purposes stated in the notice of meeting and matters germane thereto.     Section 2.4. NOTICE OF MEETINGS. Notice of the time and place of every annual or specialmeeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) daysbefore the date of the meeting to each stockholder entitled to vote at such meeting, in the mannerprescribed by Section 6.1 of these By-Laws, except that where the matter to be acted upon is amerger or consolidation of the Corporation, or a sale, lease or exchange of all or substantiallyall of its assets, such notice shall be given not less than twenty (20) nor more than sixty (60)days prior to such meeting.
 

 
     Section 2.5. QUORUM AND ADJOURNMENT OF MEETINGS. The holders of a majority of the shares ofcapital stock issued and outstanding and entitled to vote thereat, present in person, orrepresented by proxy, shall be requisite and shall constitute a quorum at all meetings of thestockholders for the transaction of business, except as otherwise provided by the Certificate ofIncorporation. If a majority shall not be present in person or represented by proxy at any meetingof the stockholders at which action is to be taken by the stockholders, the stockholders entitledto vote thereat, present in person or represented by proxy, shall have power to adjourn the meetingfrom time to time without notice other than announcement at the meeting, until holders of therequisite number of shares of stock entitled to vote shall be present or represented by proxy. Atsuch adjourned meeting at which such holders of the requisite number of shares of capital stockshall be present or represented by proxy, any business may be transacted which might have beentransacted at the meeting as originally called. 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 ofadjourned meeting shall be given to each stockholder of record entitled to vote thereat.     Section 2.6. VOTE REQUIRED. At any meeting of stockholders, directors shall be elected by aplurality of votes, and all other matters shall be decided by a majority of votes, cast by thestockholders present in person or represented by proxy and entitled to vote, unless the matter isone for which, by express provisions of statute, of the Certificate of Incorporation or of theseBy-Laws, a different vote is required, in which case such express provision shall govern andcontrol the determination of such matter.     Section 2.7. VOTING. At any meeting of the stockholders, each stockholder having the right tovote shall be entitled to vote in person or by proxy. To determine the stockholders entitled tonotice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board ofDirectors may fix, in advance, a record date which shall be not more than sixty (60) days nor lessthan ten (10) days before the date of such meeting. Except as otherwise provided by the Certificateof Incorporation or by statute, each stockholder of record shall be entitled to one (1) vote foreach outstanding share of capital stock standing in his or her name on the books of the Corporationas of the record date. A complete list of the stockholders entitled to vote at any meeting ofstockholders arranged in alphabetical order with the address of each and the number of shares heldby each, shall be prepared by the Secretary. Such list shall be open to the examination of anystockholder for any purpose germane to the meeting during ordinary business hours for a period ofat least ten (10) days prior to the meeting, at the locations specified by the Delaware GeneralCorporation Law. The list shall also be produced and kept at the time and place of the meetingduring the whole time thereof, and may be inspected by any stockholder who is present.     Section 2.8. BUSINESS TO BE BROUGHT BEFORE A MEETING OF STOCKHOLDERS. To be properly broughtbefore a meeting of stockholders, business must be either (i) specified in the notice of meeting(or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwisebrought before the meeting by or at the direction of the Board of Directors, or (iii) otherwiseproperly brought before an annual meeting by a stockholder of the Corporation who is a stockholderof record at the time of giving of notice provided for in this Section, who shall be entitled tovote at such annual meeting and who complies with the notice procedures set forth in this Section.In addition to any other applicable
2

 
requirements, for business to be brought before an annual meeting by a stockholder of theCorporation, the stockholder must have given timely notice thereof in writing to the Secretary ofthe Corporation. With respect to the nomination of directors, to be timely, a stockholder’s noticemust be delivered to or mailed and received at the principal executive offices of the Corporation,(i) with respect to an election of directors to be held at the annual meeting of stockholders, notlater than 120 days prior to the anniversary date of the proxy statement for the immediatelypreceding annual meeting of the stockholders and (ii) with respect to an election of directors tobe held at a special meeting of stockholders, not later than the close of business on the10th day following the day on which such notice of the special meeting was first mailedto the stockholders or public disclosure of the date of the special meeting was first made,whichever first occurs. A stockholder’s notice to the Secretary shall set forth as to each matter(i) a brief description of the business desired to be brought before the annual meeting and thereasons for conducting such business at the annual meeting, (ii) the name and address, as theyappear on the Corporation’s books, of the stockholder proposing such business, (iii) theacquisition date, the class and the number of shares of voting stock of the Corporation which areowned beneficially by the stockholder, (iv) any material interest of the stockholder in suchbusiness, and (v) a representation that the stockholder intends to appear in person or by proxy atthe annual meeting to bring the proposed business before the meeting.     Section 2.9. PROXIES. Each proxy shall be in writing executed by the stockholder giving theproxy or his or her duly authorized attorney. No proxy shall be valid after the expiration ofthree (3) years from its date, unless a longer period is provided for in the proxy. Unless anduntil voted, every proxy shall be revocable at the pleasure of the person who executed it or his orher legal representatives or assigns, except in those cases where an irrevocable proxy permitted bystatute has been given.     Section 2.10. CONSENTS. The provision of these By-Laws covering notices and meetings to thecontrary notwithstanding, any action required or permitted to be taken at any meeting ofstockholders must be effected at a duly called annual or special meeting of stockholders and maynot be effected by any consent in writing by such stockholders.ARTICLE IIIDIRECTORS     Section 3.1. BOARD OF DIRECTORS. The business and affairs of the Corporation shall be managedby a Board of Directors. The Board of Directors may exercise all such powers of the Corporationand do all such lawful acts and things on its behalf as are not by statute or by the Certificate ofIncorporation or by these By-Laws directed or required to be exercised or done by the stockholders.     Section 3.2. NUMBER; ELECTION AND TENURE. The number of directors shall be fixed initially bythe incorporator of the Corporation and thereafter such number shall be fixed from time to timeexclusively pursuant to a resolution adopted by the Board of Directors. Except as provided by lawor these By-Laws, directors shall be divided into three classes as nearly equal in size as ispracticable, hereby designated Class I, Class II and Class III. The term of office of the initialClass I directors shall expire on the date of the first annual meeting of stockholders
3

 
following the filing of the Amended and Restated Certificate of Incorporation (the “EffectiveTime”), the term of office of the initial Class II directors shall expire at the second annualmeeting of the stockholders after the Effective Time and the term of office of the initial ClassIII directors shall expire at the third annual meeting of the stockholders after the EffectiveTime. At each annual stockholders’ meeting after the Effective Time, directors to replace those ofa class whose terms expire at such annual meeting shall be elected to hold office until the thirdsucceeding annual meeting of stockholders and until their respective successors shall have beenduly elected and qualified. If the number of directors is hereafter changed, any newly createddirectorships or decrease in directorships shall be so apportioned among the classes as to make allclasses as nearly equal in number as is practicable.     Section 3.3. RESIGNATION AND REMOVAL. A director may resign at any time by giving writtennotice to the Board of Directors or to the President of the Corporation. Such resignation shalltake effect upon receipt thereof by the Board of Directors or by the President, unless otherwisespecified therein. Any one or more of the directors may be removed only for cause, at any time bythe affirmative vote of seventy-five percent (75%) of the stockholders entitled to vote generallyin the election of directors, voting together as a single class.     Section 3.4. VACANCIES. A vacancy occurring for any reason and newly created directorshipsresulting from an increase in the authorized number of directors or any vacancies in the Board ofDirectors resulting from death, resignation, retirement, disqualification, removal from office orother causes may be filled by the affirmative vote of a majority of the directors then in office,though less than a quorum (and not by stockholders), or by the sole remaining director.     Section 3.5. COMPENSATION. Each director shall receive for services rendered as a director ofthe Corporation such compensation as may be fixed by the Board of Directors. Nothing hereincontained shall be construed to preclude any director from serving the Corporation in any othercapacity and receiving compensation therefor.ARTICLE IVMEETINGS OF THE BOARD     Section 4.1. TIME AND PLACE. Meetings of the Board of Directors shall be held at such places,within or without the State of Delaware, and within or without the United States of America, asshall be determined in accordance with these By-Laws.     Section 4.2. ANNUAL MEETING. Immediately after and at the place of the annual meeting of thestockholders, or at such other place as the Board of Directors may designate, a meeting of thenewly elected Board of Directors for the purpose of organization and the election of officers andotherwise may be held. Such meeting may be held without notice.     Section 4.3. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held withoutnotice, at such time and place as shall, from time to time, be determined by the Board ofDirectors.
4

 
     Section 4.4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at anytime and place as shall be determined by resolution of the Board of Directors or upon the call ofthe President, the Secretary, or any member of the Board of Directors on two (2) days notice toeach director by mail or on one (1) day’s notice personally or by telecopy, telephone or telegraph.Meetings of the Board of Directors may be held at any time without notice if all the directors arepresent, or if those not present waive notice of the meeting in writing, either before or after themeeting.     Section 4.5. QUORUM AND VOTING. A majority of the entire Board of Directors shall constitutea quorum at any meeting of the Board of Directors and the act of a majority of the directors shallbe the act of the Board of Directors, except as may otherwise be specifically provided by law, theCertificate of Incorporation or by these By-Laws. If at any meeting of the Board of Directorsthere shall be less than a quorum present, the director or directors present thereat may adjournthe meeting from time to time, without notice other than announcement at the meeting, until aquorum shall have been obtained.     Section 4.6. CONSENTS. Any action required or permitted to be taken at any meeting of theBoard of Directors may be taken without a meeting if all members of the Board of Directors consentto such action in writing, and such writing or writings are filed with the minutes of theproceedings of the Board of Directors.     Section 4.7. TELEPHONIC MEETINGS OF DIRECTORS. The Board of Directors may participate in ameeting by means of conference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other. Participation by such means shallconstitute presence in person at such meeting.ARTICLE VCOMMITTEES OF THE BOARD     Section 5.1. DESIGNATION AND POWERS. The Board of Directors may in its discretion designateone (1) or more committees. Each committee shall consist of one (1) or more of the directors ofthe Corporation. Such committee or committees shall have duties and powers not inconsistent withthe laws of the State of Delaware, the Certificate of Incorporation, these By-Laws, and therespective resolution or resolutions of the Board of Directors.ARTICLE VINOTICES     Section 6.1. DELIVERY OF NOTICES. Notices to directors and stockholders shall be in writingand may be delivered personally or by mail. Notice by mail shall be deemed to be given at the timewhen deposited in the United States mail, postage prepaid, and addressed to directors orstockholders at their respective addresses appearing on the books of the Corporation, unless anysuch director or stockholder shall have filed with the Secretary of the Corporation a writtenrequest that notices intended for him or her be mailed or delivered to some other address,
5

 
in which case the notice shall be mailed to or delivered at the address designated in suchrequest. Notice to directors may also be given by telegram or by telecopy.     Section 6.2. WAIVER OF NOTICE. Whenever notice is required to be given by statute, theCertificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person orpersons entitled to such notice whether before or after the time stated therein, shall be deemedequivalent to the giving of such notice. Attendance of a person at a meeting of stockholders,directors or any committee of directors, as the case may be, shall constitute a waiver of notice ofsuch meeting, except where the person is attending for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because the meeting is not lawfullycalled or convened. Neither the business to be transacted at, nor the purpose of, any regular orspecial meeting of stockholders, directors or committee of directors need be specified in anywritten waiver of notice.ARTICLE VIIOFFICERS     Section 7.1. EXECUTIVE OFFICERS. At the annual meeting of directors the Board of Directorsshall elect a Chairman of the Board, President, Secretary and Treasurer and may elect one (1) ormore Vice Presidents, Assistant Secretaries or Assistant Treasurers and such other officers as theBoard of Directors may from time to time designate or the business of the Corporation may require.Except for the Chairman of the Board, no executive officer need be a member of the Board. Anynumber of offices may be held by the same person, except that the office of Secretary may not beheld by the Chairman of the Board or the President.     Section 7.2. OTHER OFFICERS AND AGENTS. The Board of Directors may also elect such otherofficers and agents as the Board of Directors may at any time or from time to time determine to beadvisable, such officers and such agents to serve for such terms and to exercise such powers andperform such duties as shall be specified at any time or from time to time by the Board ofDirectors.     Section 7.3. TENURE; RESIGNATION; REMOVAL; VACANCIES. Each officer of the Corporation shallhold office until his or her successor is elected and qualified, or until his or her earlierresignation or removal; provided, that if the term of office of any officer elected or appointedpursuant to Section 7.2 of these By-Laws shall have been fixed by the Board of Directors, he or sheshall cease to hold such office no later than the date of expiration of such term regardless ofwhether any other person shall have been elected or appointed to succeed him or her. Any officerelected by the Board of Directors may be removed at any time, with or without cause, by the Boardof Directors; provided, that any such removal shall be without prejudice to the rights, if any, ofthe officer so employed under any employment contract or other agreement with the Corporation. Anofficer may resign at any time upon written notice to the Board of Directors. If the office of anyofficer becomes vacant by reason of death, resignation, retirement, disqualification, removal fromoffice or otherwise, the Board of Directors may choose a successor or successors to hold office forsuch term as may be specified by the Board of Directors.
6

 
     Section 7.4. COMPENSATION. Except as otherwise provided by these By-Laws, the salaries of allofficers and agents of the Corporation appointed by the Board of Directors shall be fixed by theBoard of Directors.     Section 7.5. AUTHORITY AND DUTIES. All officers as between themselves and the Corporation,shall have such authority and perform such duties in the management of the Corporation as may beprovided in these By-Laws. In addition to the powers and duties hereinafter specificallyprescribed for the respective officers, the Board of Directors may from time to time impose orconfer upon any of the officers such additional duties and powers as the Board of Directors may seefit, and the Board of Directors may from time to time impose or confer any or all of the duties andpowers hereinafter specifically prescribed for any officer upon any other officer or officers.     Section 7.6. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors, who shall be adirector, shall preside at all meetings of the stockholders and at all meetings of the Board ofDirectors. As director, he or she shall perform such other duties as may be assigned from time totime by the Board of Directors.     Section 7.7. PRESIDENT. The President shall be the chief executive officer of theCorporation. He or she shall perform such duties as may be assigned to him or her by the Board ofDirectors, and in the event of disability or absence of the Chairman of the Board, perform theduties of the Chairman of the Board, including presiding at meetings of stockholders and directors.He or she shall from time to time report to the Board of Directors all matters within his or herknowledge which the interest of the Corporation may require to be brought to their notice, andshall also have such other powers and perform such other duties as may be specifically assigned tohim or her from time to time by the Board of Directors. The President shall see that allresolutions and orders of the Board of Directors are carried into effect, and in connection withthe foregoing, shall be authorized to delegate to the Vice President and the other officers such ofhis or her powers and such of his or her duties as he or she may deem to be advisable.     Section 7.8. THE VICE PRESIDENT(S). The Vice President, or if there be more than one (1), theVice Presidents, shall perform such duties as may be assigned to them from time to time by theBoard of Directors or as may be designated by the President. In case of the absence or disabilityof the President the duties of the office shall, if the Board of Directors or the President has soauthorized, be performed by the Vice President, or if there be more than one (1) Vice President, bysuch Vice President as the Board of Directors or President shall designate.     Section 7.9. THE TREASURER. The Treasurer shall have the custody of the corporate funds andsecurities and shall keep full and accurate accounts of receipts and disbursements in booksbelonging to the Corporation and shall deposit all monies and other valuable effects in the nameand to the credit of the Corporation, in such depositories as may be designated by the Board ofDirectors or by any officer of the Corporation authorized by the Board of Directors to make suchdesignation. The Treasurer shall exercise such powers and perform such duties as generally pertainor are necessarily incident to his or her office and shall perform such other duties as may bespecifically assigned to him or her from time to time by the Board of Directors or by the Presidentor any Vice President.
7

 
     Section 7.10. THE SECRETARY. The Secretary shall attend all meetings of the Board ofDirectors and all meetings of the stockholders and record all votes and the minutes of allproceedings in a book to be kept for that purpose; and shall perform like duties for any committeewhen required. He or she shall give, or cause to be given, notice of all meetings of thestockholders and, when necessary, of the Board of Directors. The Secretary shall exercise suchpowers and perform such duties as generally pertain or are necessarily incident to his or heroffice and he or she shall perform such other duties as may be assigned to him or her from time totime by the Board of Directors, the President or by any Vice President.ARTICLE VIIICERTIFICATES OF STOCK     Section 8.1. FORM AND SIGNATURE. The certificates of stock of the Corporation shall be insuch form or forms not inconsistent with the Certificate of Incorporation as the Board of Directorsshall approve. They shall be numbered, the certificates for the shares of stock of each class tobe numbered consecutively, and shall be entered in the books of the Corporation as they are issued.They shall exhibit the holder’s name and number of shares and shall be signed by the Chairman ofthe Board, the President or a Vice President and the Treasurer (or any Assistant Treasurer) or theSecretary (or any Assistant Secretary); provided, however, that where any such certificate issigned by a transfer agent or an assistant transfer agent, or by a transfer clerk acting on behalfof the Corporation, and registered by a registrar, the signature of any such President, VicePresident, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, may be a facsimile.In case any officer or officers who shall have signed, or whose facsimile signature or signaturesshall have been used on any such certificate or certificates, shall cease to be such officer orofficers of the Corporation, whether because of death, resignation, removal or otherwise, beforesuch certificate or certificates shall have been delivered by the Corporation, such certificate orcertificates may nevertheless be issued and delivered as though the person or persons who signedsuch certificate or certificates, or whose facsimile signature or signatures shall have been usedthereon, had not ceased to be such officer or officers of the Corporation.     Section 8.2. LOST OR DESTROYED CERTIFICATES. The Board of Directors may direct a newcertificate or certificates to be issued in place of any certificate or certificates theretoforeissued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate or stock to be lost or destroyed. Whenauthorizing such issue of a new certificate or certificates, the Board of Directors may in itsdiscretion and as a condition precedent to the issuance thereof, require the owner of such lost ordestroyed certificate or certificates, or his or her legal representatives, to advertise the samein such manner as it shall require, and to give a bond in such sum as the Board of Directors maydirect, indemnifying the Corporation, any transfer agent and any registrar against any claim thatmay be made against them or any of them with respect to the certificate alleged to have been lostor destroyed.     Section 8.3. REGISTRATION OF TRANSFER. Upon surrender to the Corporation of a certificate forshares, duly endorsed or accompanied by proper evidence of succession, assignment or authority totransfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel theold certificate, and record the transaction on its books.
8

 
ARTICLE IXGENERAL PROVISIONS     Section 9.1. RECORD DATE. In order that the Corporation may determine the stockholdersentitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, orentitled to express consent to corporate action in writing without a meeting, or entitled toexpress consent to corporate action in writing without a meeting, or entitled to receive payment ofany dividend or other distribution or allotment of any rights, or entitled to exercise any rightsin respect of any change, conversion or exchange of stock, or for the purpose of any other lawfulaction, the Board of Directors may fix, in advance, a record date, which shall not be more thansixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60)days prior to any other action.     Section 9.2. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to treat the holderof record of any share or shares of stock as the holder in fact thereof and accordingly shall notbe bound to recognize any equitable or other claim to or interest in such share on the part of anyother person, whether or not it shall have express or other notice thereof, save as expresslyprovided by the laws of the State of Delaware.     Section 9.3. DIVIDENDS. Dividends upon the capital stock of the Corporation shall in thediscretion of the Board of Directors from time to time be declared by the Board of Directors out offunds legally available therefor after setting aside of proper reserves.     Section 9.4. CHECKS AND NOTES. All checks and drafts on the bank accounts of the Corporation,all bills of exchange and promissory notes of the Corporation, and all acceptances, obligations andother instruments for the payment of money drawn, signed or accepted by the Corporation, shall besigned or accepted, as the case may be, by such officer or officers, agent or agents as shall bethereunto authorized from time to time by the Board of Directors or by officers of the Corporationdesignated by the Board of Directors to make such authorization.     Section 9.5. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by the Board ofDirectors.     Section 9.6. VOTING OF SECURITIES OF OTHER CORPORATIONS. In the event that the Corporationshall at any time own and have power to vote any securities (including but not limited to shares ofstock) of any other issuer, such securities shall be voted by such person or persons, to suchextent and in such manner, as may be determined by the Board of Directors.     Section 9.7. TRANSFER AGENT. The Board of Directors may make such rules and regulations as itmay deem expedient concerning the issue, transfer and registration of stock. It may appoint one(1) or more transfer agents and one (1) or more registrars and may require all stock certificatesto bear the signature of either or both.     Section 9.8. CORPORATE SEAL. The corporate seal shall have inscribed thereon the name of theCorporation and the words “Corporate Seal, Delaware”.
9

 
ARTICLE XINDEMNIFICATION     Section 10.1. INDEMNIFICATION.The following indemnification provisions shall apply to the persons enumerated below.     (a) RIGHT TO INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall indemnify andhold harmless, to the fullest extent permitted by applicable law as it presently exists or mayhereafter be amended, any person (an “Indemnified Person”) who was or is made or is threatened tobe made a party or is otherwise involved in any action, suit or proceeding, whether civil,criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person,or a person for whom such person is the legal representative, is or was a director or officer ofthe Corporation or, while a director or officer of the Corporation, is or was serving at therequest of the Corporation as a director, officer, employee or agent of another Corporation or of apartnership, joint venture, limited liability company, trust, enterprise or nonprofit entity,including service with respect to employee benefit plans, against all liability and loss sufferedand expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in suchProceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section10.1(c) of this Article X, the Corporation shall be required to indemnify an Indemnified Person inconnection with a Proceeding (or part thereof) commenced by such Indemnified Person only if thecommencement of such Proceeding (or part thereof) by the Indemnified Person was authorized inadvance by the Board of Directors.     (b) PREPAYMENT OF EXPENSES OF DIRECTORS AND OFFICERS. The Corporation shall pay the expenses(including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding inadvance of its final disposition, provided, however, that, to the extent requiredby law, such payment of expenses in advance of the final disposition of the Proceeding shall bemade only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced ifit should be ultimately determined that the Indemnified Person is not entitled to be indemnifiedunder this Article X or otherwise.     (c) CLAIMS BY DIRECTORS AND OFFICERS. If a claim for indemnification or advancement ofexpenses under this Article X is not paid in full within thirty (30) days after a written claimtherefor by the Indemnified Person has been received by the Corporation, the Indemnified Person mayfile suit to recover the unpaid amount of such claim and, if successful in whole or in part, shallbe entitled to be paid the expense of prosecuting such claim. In any such action the Corporationshall have the burden of proving that the Indemnified Person is not entitled to the requestedindemnification or advancement of expenses under applicable law.     (d) INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may indemnify and advanceexpenses to any person who was or is made or is threatened to be made or is otherwise involved inany Proceeding by reason of the fact that such person, or a person for whom such person is thelegal representative, is or was an employee or agent of the Corporation or, while an employee oragent of the Corporation, is or was serving at the request of the Corporation as a director,officer, employee or agent of another corporation or of a partnership,
10

 
joint venture, limited liability company, trust, enterprise or nonprofit entity, includingservice with respect to employee benefit plans, against all liability and loss suffered andexpenses (including attorney’s fees) reasonably incurred by such person in connection with suchProceeding. The ultimate determination of entitlement to indemnification of persons who arenon-director or officer employees or agents shall be made in such manner as is determined by theBoard of Directors in its sole discretion. Notwithstanding the foregoing sentence, the Corporationshall not be required to indemnify a person in connection with a Proceeding initiated by suchperson if the Proceeding was not authorized in advance by the Board of Directors.     (e) ADVANCEMENT OF EXPENSES OF EMPLOYEES AND AGENTS. The Corporation may pay the expenses(including attorney’s fees) incurred by an employee or agent in defending any Proceeding in advanceof its final disposition on such terms and conditions as may be determined by the Board ofDirectors.     (f) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by this Article X shall notbe exclusive of any other rights which such person may have or hereafter acquire under any statute,provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders ordisinterested directors or otherwise.     (g) OTHER INDEMNIFICATION. The Corporation’s obligation, if any, to indemnify any person whowas or is serving at its request as a director, officer or employee of another Corporation,partnership, limited liability company, joint venture, trust, organization or other enterpriseshall be reduced by any amount such person may collect as indemnification from such otherCorporation, partnership, limited liability company, joint venture, trust, organization or otherenterprise.     (h) INSURANCE. The Board of Directors may, to the full extent permitted by applicable law asit presently exists, or may hereafter be amended from time to time, authorize an appropriateofficer or officers to purchase and maintain at the Corporation’s expense insurance: (a) toindemnify the Corporation for any obligation which it incurs as a result of the indemnification ofdirectors, officers and employees under the provisions of this Article X; and (b) to indemnify orinsure directors, officers and employees against liability in instances in which they may nototherwise be indemnified by the Corporation under the provisions of this Article X.     (i) AMENDMENT OR REPEAL. Any repeal or modification of the foregoing provisions of thisArticle X shall not adversely affect any right or protection hereunder of any person in respect ofany act or omission occurring prior to the time of such repeal or modification. The rightsprovided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs,executors and administrators.ARTICLE XIAMENDMENTS     Section 11.1. BY THE STOCKHOLDERS. These By-Laws may be altered, amended or repealed in wholeor in part, and new By-Laws may be adopted, by the affirmative vote of the holders of a majority ofthe shares of capital stock issued and outstanding and entitled to vote at
11

 
any annual or special meeting of the stockholders, if notice thereof shall be contained in thenotice of the meeting.     Section 11.2. BY THE BOARD OF DIRECTORS. These By-Laws may be altered, amended or repealed bythe Board of Directors at any regular or special meeting of the Board of Directors if noticethereof shall be contained in the notice of the meeting.
12