Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

OF

ENZON PHARMACEUTICALS, INC.

(A Delaware corporation)

ARTICLE I

DEFINITION

As used in
these By-laws as amended, unless the context otherwise requires, the term:

Section 1.1
Assistant Secretary means an Assistant Secretary of the Corporation.

Section 1.2
Assistant Treasurer means an Assistant Treasurer of the Corporation.

Section 1.3
Board means the Board of Directors of the Corporation.

Section 1.4
By-laws means the initial by-laws of the Corporation, as amended from time to
time.

Section 1.5
Certificate of Incorporation means the initial certificate of incorporation
of the Corporation, as amended, supplemented or restated from time to time.

Section 1.6
Corporation means Enzon Pharmaceuticals, Inc.

Section 1.7
Directors means directors of the Corporation.

Section 1.8
General Corporation Law means the General Corporation Law of the State of
Delaware, as amended from time to time.

Section 1.9
Office of the Corporation means the executive office of the Corporation,
anything in Section 131 of the General Corporation law to the contrary
notwithstanding.

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Section
1.10 President means the President of the Corporation.

Section
1.11 Secretary means the Secretary of the Corporation.

Section
1.12 Stockholders means stockholders of the Corporation.

Section
1.13 Treasurer means the Treasurer of the Corporation.

Section
1.14 Vice President means a Vice President of the Corporation.

ARTICLE II

STOCKHOLDERS

Section 2.1
Place of Meetings.

Every
meeting of the Stockholders shall be held at the office of the Corporation or
at such other place within or without the State of Delaware as shall be
specified or fixed in the notice of such meeting or in the waiver of notice
hereof.

Section 2.2
Annual Meeting.

A meeting
of Stockholders shall be held annually for the election of directors or the
transaction of other business at such hour and on such business day as may be
determined by the Board and designated in the notice of meeting.

Section 2.3
Deferred Meeting for Election of Directors, Etc.

If the annual
meeting of Stockholders for the election of directors and the transaction of
other business is not held on the date fixed in Section 2.2, the Board shall
call a meeting of Stockholders for the election of directors and the
transaction of other business as soon thereafter as convenient.

Section 2.4
Other Special Meetings.

A special
meeting of Stockholders (other than a special meeting for the election of
directors), unless otherwise prescribed by statute, may be called at any time by
the Board or by the President or by the Secretary. At any special meeting of
Stockholders only such business may be transacted which is related to the
purpose or purposes of such meeting set forth in the notice thereof given
pursuant to Section 2.6 of the By-laws or in any waiver of notice thereof given
pursuant to Section 2.7 of the By-laws.

Section 2.5
Fixing Record Date.

For the
purpose of determining the Stockholders entitled to notice of or to vote at any
meeting of Stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or for the purpose of
determining Stockholders entitled to receive

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payment of any dividend or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix, in advance, a
date as the record date for any such determination of Stockholders. Such date
shall not be more than sixty nor less then ten days before the date of such
meeting, nor more than sixty days prior to any other action.

Section
2.5.1 If no such record date is fixed, the record date for determining
Stockholders entitled to notice of or to vote at a meeting of Stockholders
shall be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held;

Section
2.5.2 Without limiting the foregoing, in order that the Corporation may
determine the Stockholders entitled to consent to corporate action in writing
without a meeting, the Board may fix a record date, which record date shall not
precede the date upon which the Resolution fixing the record date is adopted by
the Board, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board. Any
Stockholder of record seeking to have the Stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board to fix a record date. The Board shall promptly, but in all
events within ten (10) days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board within ten (10) days of the date on which such a request is received,
the record date for determining Stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board is
required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or any officer or agent of the Corporation
having custody of the book in which proceedings of Stockholders meetings are
recorded, to the attention of the Secretary of the Corporation. Delivery shall
be by hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board and prior action by the Board is
required by applicable law, the record date for determining Stockholders entitled
to consent to corporate action in writing without a meeting shall be at the
close of business on the date on which the Board adopts the resolution taking
such prior action.

Section
2.5.3 The record date for determining Stockholders for any purpose other than
that specified in Sections 2.5.1 and 2.5.2 shall be at the close of business on
the day on which the Board adopts the resolution relating thereto.

When a determination of Stockholders entitled to notice of or to vote
at any meeting of Stockholders has been made as provided in this Section 2.5
such determination shall apply to any adjournment thereof, unless the Board
fixes a new record date for the adjourned meeting.

Section 2.6
Notice of Meeting of Stockholders.

Except as
otherwise provided in Sections 2.5 and 2.7 of the By-laws, whenever under the
General Corporation Law or the Certificate of Incorporation or the By-laws,
stockholders are required or permitted to take any action at a meeting, written
notice shall be given stating the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes

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for which the meeting is called. A copy of the notice of any meeting
shall be given, personally or by mail, not less than ten nor more than sixty
days before the date of the meeting, to each Stockholder entitled to notice of
or to vote at such meeting. If mailed, such notice shall be deemed to be given
when deposited in the United States mail, with postage prepaid, and directed to
the Stockholder at his address as it appears on the records of the corporation.
An affidavit of the Secretary or an Assistant Secretary or of the transfer
agent of the Corporation that the notice required by this Section 2.6 has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called. If, however, the adjournment is
for more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each Stockholder of record entitled to vote at the meeting.

Section 2.7
Waivers of Notice.

Whenever
notice is required to be given to any Stockholder under any provision of the
General Corporation Law or of the Certificate of Incorporation or the By-laws,
a written waiver thereof, signed by the Stockholder entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a Stockholder at a meeting shall constitute a waiver of notice of
such meeting, except when the Stockholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Stockholders need be specified in any written waiver of notice.

Section 2.8
List of Stockholders.

The
Secretary shall prepare and make, or cause to be prepared and made, at least
ten days before every meeting of Stockholders, a complete list of the
Stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each Stockholder and the number of shares registered
in the name of each Stockholder. Such list shall be open to the examination of
any Stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any Stockholder who is present.

Section 2.9
Quorum of Stockholders; Adjournment.

The holders
of one-third of the shares of stock entitled to vote at any meeting of
Stockholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business at such meeting. When a quorum is
once present to organize a meeting of Stockholders, it is not broken by the
subsequent withdrawal of any Stockholders. The holders of a majority of the
shares of stock present in person or represented by proxy at any

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meeting of Stockholders, including an adjourned meeting, whether or not
a quorum is present, may adjourn such meeting to another time and place.

Section
2.10 Voting; Proxies.

Unless
otherwise provided in the Certificate of Incorporation every Stockholder of
record shall be entitled at every meeting of Stockholders to one vote for each
share of capital stock standing in his name on the record of Stockholders
determined in accordance with Section 2.5 of the By-laws. If the Certificate of
Incorporation provides for more or less than one vote for any share, on any
matter, every reference in the By-laws or the General Corporation Law to a
majority or other proportion of stock shall refer to such majority or other
proportion of the votes of such stock. The provisions of Sections 212 and 217
of the General Corporation Law shall apply in determining whether any shares of
capital stock may be voted and the persons, if any, entitled to vote such
shares; but the Corporation shall be protected in treating the persons in whose
names shares of capital stock stand on the record of Stockholders as owners
thereof for all purposes. At any meeting of Stockholders (at which a quorum was
present to organize the meeting), all matters, except as otherwise provided by
law or by the Certificate of Incorporation or by the By-laws, shall be decided
by a majority of the votes cast at such meeting by the holders of shares
present in person or represented by proxy and entitled to vote thereon, whether
or not a quorum is present when the vote is taken. All elections of directors
shall be by written ballot unless otherwise provided in the Certificate of
Incorporation. In voting on any other question on which a vote by ballot is
required by law or is demanded by any Stockholder entitled to vote, the voting
shall be by ballot. Each ballot shall be signed by the Stockholder voting or by
his proxy, and shall state the number of shares voted. On all other questions,
the voting may be viva voce. Every Stockholder entitled to vote at a meeting of
Stockholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. The validity and
enforceability of any proxy shall be determined in accordance with Section 212
of the General Corporation Law.

Section
2.11 Selection and Duties of Inspectors at Meetings of Stockholders.

The Board,
in advance of any meeting of Stockholders, may appoint one or more inspectors
to act at the meeting or any adjournment thereof. If inspectors are not so
appointed, the person presiding at such meeting may, and on the request of any
Stockholder entitled to vote thereat shall, appoint one or more inspectors. In
case any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by
the person presiding thereat. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspector or inspectors shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all Stockholders. On request
of the person presiding at the meeting or any Stockholder entitled to vote
thereat, the inspector or inspectors shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them. Any

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report or certificate made by
the inspector or inspectors shall be prima facie evidence of the facts stated
and of the vote as certified by him or them.

Section
2.12 Organization.

At every
meeting of Stockholders, the President, or in the absence of the President a
Vice President, and in case more than one Vice President shall be present, that
Vice President designated by the Board (or in the absence of any such
designation, the most senior Vice President, based on age, present), shall act
as chairman of the meeting. The Secretary, or in his absence one of the
Assistant Secretaries, shall act as secretary of the meeting. In case none of
the officers above designated to act as chairman or secretary of the meeting,
respectively, shall be present, a chairman or a secretary of the meeting, as
the case may be, shall be chosen by a majority of the votes cast at such
meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.

Section
2.13 Order of Business.

The order
of business at all meetings of Stockholders shall be as determined by the
chairman of the meeting, but the order of business to be followed at any
meeting at which a quorum is present may be changed by a majority of the votes
cast at such meeting by the holders of shares of capital stock present in
person or represented by proxy and entitled to vote at the meeting.

Section
2.14 Written Consent of Stockholders Without a Meeting.

Any action
which could be taken at any annual or special meeting of Stockholders may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall (a) be signed
by the holders of outstanding stock entitled to vote thereon (as determined in
accordance with subsection 2.5.2 hereof) having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
(b) be delivered to the Corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the records of proceedings of meetings of
Stockholders. Delivery made to the corporations registered office shall be by
hand or by certified mail or registered mail, return receipt requested. Every
written consent shall bear the date of signature of each Stockholder who signs
the consent and no written consent shall be effective to take the corporate
action referred to therein unless written consents signed by the holders of
outstanding stock entitled to vote thereon (as determined in accordance with
subsection 2.5.2 hereof) having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted, are delivered to the
Corporation, in the manner required by this Section, within sixty (60) days of
the earliest dated consent delivered to the Corporation in the manner required
by this Section 2.14. The validity of any consent executed by a proxy for a
Stockholder pursuant to a telegram, cablegram or other means of electronic
transmission transmitted to such proxy holder by or upon the authorization of
the Stockholder shall be determined by or at the direction of the secretary. A
written record of the information upon which the person making such
determination relied shall be made and kept in

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the records of the proceedings of the Stockholders. Any such consent
shall be inserted in the minute book as if it were the minutes of a meeting of
the Stockholders.

Section
2.15 Notifications of Nominations and Proposed Business.

No business
may be transacted at an annual meeting of Stockholders (an Annual Meeting),
other than business that is either (a) specified in the notice of such meeting
(or any supplement thereto) given by or at the direction of the Board (or any
duly authorized committee thereof), (b) otherwise properly brought before the
Annual Meeting by or at the direction of the Board (or any duly authorized
committee thereof), or (c) otherwise properly brought before the Annual Meeting
by any Stockholder (i) who is a Stockholder of record on the date of the giving
of the notice provided for in this Section 2.15 and on the record date for the
determination of Stockholders entitled to notice of and to vote at such Annual
Meeting, and (ii) who complies with the notice procedures set forth in this
Section 2.15.

Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as Directors, except as may be otherwise provided in the
Certificate of Incorporation with respect to the right of holders of preferred
stock of the Corporation to nominate and elect a specified number of Directors
in certain circumstances. Nominations of persons for election as Directors may
be made at any Annual Meeting, or at any special meeting of Stockholders (a
Special Meeting) called for the purpose of electing Directors, (a) by or at
the direction of the Board (or any duly authorized committee thereof) or (b) by
any Stockholder (i) who is a Stockholder of record on the date of the giving of
the notice provided for in this Section 2.15 and on the record date for the
determination of Stockholders entitled to notice of and to vote at such Annual
Meeting or Special Meeting, and (ii) who complies with the notice procedures
set forth in this Section 2.15.

In addition
to any other applicable requirements, for (a) business to be properly brought
before an Annual Meeting by a Stockholder or (b) a nomination to be made at any
Annual Meeting or Special Meeting by a Stockholder, such Stockholder must have
given timely notice thereof in proper written form to the Secretary.

To be
timely, a Stockholders notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation (a) in the
case of an Annual Meeting, not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the anniversary date of the immediately
preceding Annual Meeting of Stockholders; provided, however, that in the event
that the Annual Meeting is called for a date that is not within twenty-five
(25) days before or after such anniversary date, notice by the Stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the
Annual Meeting was mailed or public disclosure of the date of the Annual
Meeting was made, whichever first occurs; and (b) in the case of nominations of
persons for election as Directors at a Special Meeting called for the purpose
of electing Directors, not later than the close of business on the tenth (10th)
day following the day on which notice of the date of the Special Meeting was
mailed or public disclosure of the date of the Special Meeting was made,
whichever first occurs.

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With
respect to matters proposed to be brought before an Annual Meeting, to be in
proper written form, a Stockholders notice to the Secretary must set forth as
to each matter (i) a brief description of the business desired to be brought
before the Annual Meeting and the reasons for conducting such business at the
Annual Meeting, (ii) the name and record address of such Stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such Stockholder, (iv) a description of
all arrangements or understandings between such Stockholder and any other
person or persons (including their names) in connection with the proposal of
such business by such Stockholder and any material interest of such Stockholder
in such business and (v) a representation that such Stockholder intends to
appear in person or by proxy at the Annual Meeting to bring such business
before the meeting.

With
respect to each person proposed to be nominated for election as a Director, to
be in proper written form, a Stockholders notice to the Secretary must set
forth (a) as to each person, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), and the rules and regulations promulgated thereunder; and (b) as to the
Stockholder giving the notice, (i) the name and record address of such
Stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such Stockholder,
(iii) a description of all arrangements or understandings between such
Stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such Stockholder, (iv) a representation that such Stockholder intends to appear
in person or by proxy at the meeting to nominate the persons named in its
notice and (v) all other information relating to such Stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a Director if
elected.

No business
shall be conducted at any Annual Meeting except business brought before such
Annual Meeting in accordance with the procedures set forth in this Section
2.15; provided, however, that, once business has been properly brought before
such Annual Meeting in accordance with such procedures, nothing in this Section
2.15 shall be deemed to preclude discussion by any Stockholder of any such
business. No person shall be eligible for election as a Director unless
nominated in accordance with the procedures set forth in this Section 2.15. If
(i) the chairman of any Annual Meeting determines that business was not
properly brought before the Annual Meeting or (ii) the chairman of any Annual
Meeting or Special Meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting or that
the nomination was defective, as applicable, and such business shall not be
transacted and such defective nomination shall be disregarded.

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ARTICLE III

DIRECTORS

Section 3.1
General Powers.

Except as
otherwise provided in the Certificate of Incorporation, the business and
affairs of the corporation shall be managed by or under the direction of the
Board. The Board may adopt such rules and regulations, not inconsistent with
the Certificate of Incorporation or the By-laws or applicable laws, as it may
deem proper for the conduct of its meetings and the management of the
Corporation. In addition to the powers expressly conferred by the By-laws, the
Board may exercise all powers and perform all acts which are not required, by
the By-laws or the Certificate of Incorporation or by law, to be exercised and
performed by the Stockholders.

Section 3.2
Number.

The Board
shall consist of not less than three nor more than fifteen directors, the exact
number of directors to be determined from time to time by resolution adopted by
affirmative vote of a majority of the whole Board and such exact number shall
be four until otherwise determined by resolution adopted by affirmative vote of
a majority of the whole Board. As used in this Article 3, the term whole
Board means the total number of directors which the Corporation would have if
there were no vacancies.

Section 3.3
No Classification of the Board.

The Board
shall not be classified.

Section 3.4
Election.

Notwithstanding
the foregoing, and except as otherwise required by law, whenever the holders of
any one or more series of preferred stock shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
terms of the director or directors elected by such holders shall be governed by
the terms of the Certificate of Incorporation (including any certificate of
designation relating to any series of preferred stock) applicable thereto.

Section 3.5
Term.

From and
after the 2010 Annual Meeting of Stockholders, directors shall be elected at
each annual meeting of Stockholders for a one-year term expiring at the next
annual meeting of Stockholders and until such directors successor is elected
and qualified, subject to such directors earlier death, resignation,
disqualification or removal; provided that no decrease in the number of
directors shall affect the term of any director then in office.

Section 3.6
Vacancies.

Unless
otherwise required by law or the Certificate of Incorporation (including any
certificate of designation relating to any series of preferred stock),
vacancies on the Board,

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however caused, and newly created directorships shall be filled solely
by a majority vote of the directors then in office, whether or not a quorum,
and any director so chosen shall hold office until the next annual meeting of
Stockholders and until such directors successor is elected and qualified.

Section 3.7
Resignations.

Any
director may resign at any time by written notice to the Corporation. Such
resignation shall take effect at the time therein specified, and unless
otherwise specified, the acceptance of such resignation shall not be necessary
to make it effective.

Section 3.8
Removal of Directors.

Except as
otherwise provided by law, any or all of the directors may be removed only for
cause, by vote of the holders of a majority of the shares then entitled to vote
at an election of directors.

Section 3.9
Compensation.

Each
director, in consideration of his service as such, shall be entitled to receive
from the Corporation such amount per annum or such fees for attendance at
directors meetings, or both, as the Board may from time to time determine,
together with reimbursement for the reasonable expenses incurred by him in
connection with the performance of his duties. Each director who shall serve as
a member of any committee of directors in consideration of his serving as such
shall be entitled to such additional amount per annum or such fees for
attendance at committee meetings, or both, as the Board may from time to time
determine, together with reimbursement for the reasonable expenses incurred by
him in the performance of his duties. Nothing in this Section 3.9 shall
preclude any director from serving the Corporation or its subsidiaries in any
other capacity and receiving proper compensation therefore.

Section
3.10 Place and Time of Meetings of the Board.

Meetings of
the Board, regular or special, may be held at any place within or without the
State of Delaware. The times and places for holding meetings of the Board may
be fixed from time to time by resolution of the Board or (unless contrary to
resolution of the Board) in the notice of the meeting.

Section
3.11 Annual Meetings.

On the day
when and at the place where the annual meeting of Stockholders for the election
of directors is held, and as soon as practicable thereafter, the Board may hold
its annual meeting without notice of such meeting, for the purpose of
organization, the election of officers and the transaction of other business.
The annual meeting of the Board may be held at any other time and place
specified in a notice given as provided in Section 3.13 of the By-laws for
special meetings of the Board or in a waiver of notice thereof.

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Section
3.12 Regular Meetings.

Regular
meetings of the Board may be held at such times and places as may be fixed from
time to time by the Board. Unless otherwise required by the Board, regular
meetings of the Board may be held without notice. If any day fixed for a
regular meeting of the Board shall be a Saturday or Sunday or a legal holiday
at the place where such meeting is to be held, then such meeting shall be held
at the same hour at the same place on the first business day thereafter which
is not a Saturday, Sunday or legal holiday.

Section
3.13 Special Meetings.

Special
meetings of the Board shall be held whenever called by the President or the
Secretary or by any two or more directors. Notice of each special meeting of
the Board shall, if mailed,. be addressed to each director at the address
designated by him for that purpose or, if none is designated, at his last known
address at least two days before the date on which the meeting is to be held;
or such notice shall be sent to each director at such address by telegraph
cable or wireless, or be delivered to him personally, not later than the day
before the date on which such meeting is to be held. Every such notice shall
state the time and place of the meeting but need not state the purposes of the
meeting, except to the extent required by law. If mailed, each notice shall be
deemed given when deposited with postage thereon prepaid, in a post office or
official depository under the exclusive care and custody of the United States
Postal Service. Such mailing shall be by first class mail.

Section
3.14 Adjourned Meetings.

A majority of the directors present at any meeting of the Board,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place. Notice of any adjourned meeting of the
Board need not be given to any director whether or not present at the time of
the adjournment. Any business may be transacted at any adjourned meeting that
might have been transacted at the meeting as originally called.

Section
3.15 Waiver of Notice.

Whenever
notice is required to be given to any director or member of a committee of
directors under any provision of the General Corporation Law or of the
Certificate of Incorporation or By-laws, a written waiver thereof, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice.

Section
3.16 Organization.

At each
meeting of the Board, the President of the Corporation, or in the absence of
the president, a chairman chosen by the majority of the directors present,
shall preside. The Secretary shall act as secretary at each meeting of the
Board. In case the Secretary shall be absent from any meeting of the Board, an
Assistant Secretary shall perform the duties of secretary at

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such meeting; and in the absence from any such meeting of the Secretary
and Assistant Secretaries, the person presiding at the meeting may appoint any
person to act as secretary of the meeting.

Section
3.17 Quorum of Directors.

One-third
of the directors then in office shall constitute a quorum for the transaction
of business or of any specified item of business at any meeting of the Board.

Section
3.18 Action by the Board.

All
corporate action taken by the Board or any committee thereof shall be taken at
a meeting of the Board, or of such committee, as the case may be, except that
any action required or permitted to be taken at any meeting of the Board, or of
any committee thereof, may be taken without a meeting if all members of the
Board or Committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee. Members of the Board, or any committee designated by the Board, may
participate in a meeting of the Board, or of such committee, as the case may
be, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 3.18 shall constitute
presence in person at such meeting. Except as otherwise provided by the
Certificate of Incorporation or by law, the vote of a majority of the directors
present (including those who participate by means of conference telephone or
similar communications equipment) at the time of the vote, if a quorum is
present at such time, shall be the act of the Board.

ARTICLE IV

COMMITTEES OF THE BOARD

The Board
may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist of one or more of the directors of
the corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to amending the Certificate of
Incorporation, adopting on agreement of merger or consolidation, recommending
to the Stockholders the sale, lease or exchange of all or substantially all of
the Corporations property and assets, recommending to the Stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
the By-laws of the Corporation; and, unless the resolution designating it
expressly so provides, no such Committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock.

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ARTICLE V

OFFICERS

Section
5.1 Officers.

The Board
shall elect a President, a Secretary and a Treasurer, and may elect or appoint
one or more Vice Presidents and such other officers as it may determine. The
Board may designate one or more Vice Presidents as Executive Vice President and
may use descriptive words or phrases to designate the standing, seniority or
area of special competence of the vice Presidents elected or appointed by it.
Each officer shall hold his office until his successor is elected and qualified
or until his earlier death, resignation or removal in the manner provided in
Section 5.2 of the By-laws. Any two or more offices may be held by the same
person. The Board may require any officer to give a bond or other security for
the faithful performance of his duties, in such amount and with such sureties
as the Board may determine. All officers as between themselves and the
Corporation shall have such authority and perform such duties in the management
of the Corporation as may be provided in the By-laws or as the Board may from
time to time determine.

Section
5.2 Removal of Officers.

Any
officers elected or appointed by the Board may be removed by the Board with or
without cause. The removal of an officer without cause shall be without
prejudice to his contract rights, if any. The election or appointment of an
officer shall not of itself create contract rights.

Section
5.3 Resignations.

Any officer
may resign at any time in writing by notifying the Board or the President or
the Secretary. Such resignation shall take effect at the date of receipt of
such notice or at such later time as is therein specified, and, unless
otherwise specified, the acceptance of such resignation shall not be necessary
to make it effective. The resignation of an officer shall be without prejudice
to the contract rights of the Corporation, if any.

Section
5.4 Vacancies.

A vacancy
in any office because of death, resignation, removal, disqualification or any
other cause shall be filled for the unexpired portion of the term in the manner
prescribed in the By-laws for the regular election or appointment to such
office.

Section
5.5 Compensation.

Salaries or
other compensation of the officers may be fixed from time to time by the Board.
No officer shall be prevented from receiving a salary or other compensation by
reason of the fact that he is also a director.

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Section
5.6 President.

The
President shall be the chief executive officer of the Corporation and shall
have general supervision over the business of the Corporation, subject,
however, to the control of the Board and of any duly authorized committee of
directors. The President shall, if present, preside at all meetings of the
Stockholders and at all meetings of the Board. He may, with the Secretary or
the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign
certificates for shares of capital stock of the Corporation. He may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts and
other instruments, except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by the By-laws to some other
officer or agent of the Corporation, or shall be required by law otherwise to
be signed or executed; and, in general, he shall perform all duties incident to
the Office of President and such other duties as from time to time may be
assigned to him by the Board.

Section
5.7 Vice Presidents.

At the
request of the President, or in his absence, at the request of the Board, the
vice Presidents shall (in such order as may be designated by the Board or in
the absence of any such designation in order of seniority based on age) perform
all of the duties of the President and so acting shall have all the powers of
and be subject to all restrictions upon the President. Any Vice President may
also, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant
Treasurer, sign certificates for shares of capital stock of the Corporation;
may sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments authorized by the Board, except in cases where
the signing and execution thereof shall be expressly delegated by the Board or
by the By-laws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and shall perform such
other duties as from time to time may be assigned to him by the Board or by the
President.

Section
5.8 Secretary.

The
Secretary, if present, shall act as secretary of all meetings of the
Stockholders and of the Board, and shall keep the minutes thereof in the proper
book or books to be provided for that purpose; he shall see that all notices
required to be given by the Corporation are duly given and served; he may, with
the President or a Vice President, sign certificates for shares of capital
stock of the Corporation; he shall be custodian of the seal of the Corporation
and may seal with the seal of the Corporation, or a facsimile thereof, all
certificates for shares of capital stock of the Corporation and all documents
the execution of which on behalf of the corporation under its corporate seal is
authorized in accordance with the provisions of the By-laws; he shall have
charge of the stock ledger and also of the other books, records and papers of
the Corporation relating to its organization and management as a Corporation,
and shall see that the reports, statements and other documents required by law
are properly kept and filed; and shall, in general, perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Board or by the President.

Section
5.9 Treasurer.

The
Treasurer shall have charge and custody of, and be responsible for, all funds,
securities and notes of the Corporation; receive and give receipts for moneys
due and payable to the Corporation from any sources whatsoever; deposit all
such moneys in the name of the

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Corporation in such banks, trust companies or other depositaries as
shall be selected in accordance with these By-laws; against proper vouchers,
cause such funds to be disbursed by checks or drafts on the authorized
depositaries of the Corporation signed in such manner as shall be determined in
accordance with any provisions of the By-laws, and be responsible for the
accuracy of the amounts of all moneys so disbursed; regularly enter or cause to
be entered in books to be kept by him or under his direction full and adequate
account of all moneys received or paid by him for the account of the
Corporation; have the right to require, from time to time reports or statements
giving such information as he may desire with respect to any and all financial
transactions of the Corporation from the officers or agents transacting the
same; render to the President or the Board, whenever the President or the
Board, respectively, shall require him so to do, an account of the financial
condition of the Corporation and of all his transactions as Treasurer; exhibit
at all reasonable times his books of account and other records to any of the
directors upon application at the office of the Corporation where such books
and records are kept; and in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board or by the President; and he may sign with the President or
a Vice President certificates for shares of capital stock of the Corporation.

Section
5.10 Assistant Secretaries and Assistant Treasurers.

Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be assigned
to them by the Secretary or by the Treasurer, respectively, or by the Board or
by the President. Assistant Secretaries and Assistant Treasurers may, with the
President or a Vice President, sign certificates for shares of capital stock of
the Corporation.

ARTICLE VI

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section
6.1 Execution of Contracts.

The Board
may authorize any officer, employee or agent, in the name and on behalf of the
Corporation, to enter into any contract or execute and satisfy any instrument,
and any such authority may be general or confined to specific instances, or
otherwise limited.

Section
6.2 Loans.

The
President or any other officer, employee or agent authorized by the By-laws or
by the Board may effect loans and advances at any time for the Corporation from
any bank, trust company or other institutions or from any firm, corporation or
individual and for such loans and advances may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness of
the Corporation, and when authorized so to do may pledge and hypothecate or
transfer any securities or other property of the Corporation as security for
any such loans or advances. Such authority conferred by the Board may be
general or confined to specific instances or otherwise limited.

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Section
6.3 Checks, Drafts, Etc.

All checks,
drafts and other orders for the payment of money out of the funds of the
Corporation and all notes or other evidences of indebtedness of the corporation
shall be signed on behalf of the Corporation in such manner as shall from time
to time be determined by resolution of the Board.

Section
6.4 Deposits.

The funds
of the Corporation not otherwise employed shall be deposited from time to time
to the order of the Corporation in such banks, trust companies or other
depositaries as the Board may select or as may be selected by an officer,
employee, or agent of the Corporation to whom such power may from time to time
be delegated by the Board.

ARTICLE VII

STOCK AND DIVIDENDS

Section
7.1 Shares of Stock.

The shares
of capital stock of the Corporation shall be represented by a certificate,
unless and until the Board of Directors of the Corporation adopts a resolution
permitting shares to be uncertificated. Notwithstanding the adoption of any
such resolution providing for uncertificated shares, every holder of capital
stock of the Corporation theretofore represented by certificates and, upon
request, every holder of uncertificated shares, shall be entitled to have a
certificate for shares of capital stock of the Corporation signed by, or in the
name of the Corporation by, (a) the Chairman of the Board, the Chief Executive Officer,
the President or any Executive Vice President, and (b) the Chief Financial
Officer, the Secretary or an Assistant Secretary, certifying the number of
shares owned by such stockholder in the Corporation.

Section
7.2 Transfer of Shares of Stock.

Stock of
the Corporation shall be transferable in the manner prescribed by applicable
law and in these By-laws. Transfers of stock shall be made on the books of the
Corporation, and in the case of certificated shares of stock, only by the
person named in the certificate or by such persons attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
properly endorsed for transfer and payment of all necessary transfer taxes; or,
in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such persons
attorney lawfully constituted in writing, and upon payment of all necessary
transfer taxes and compliance with appropriate procedures for transferring
shares in uncertificated form; provided, however, that such surrender and
endorsement, compliance or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. With respect to certificated shares of stock, every certificate
exchanged, returned or surrendered to the Corporation shall be marked
Cancelled, with the date of cancellation, by the Secretary or Assistant
Secretary of the Corporation or the transfer agent thereof. No transfer of
stock shall be valid as against the Corporation for any purpose until it shall
have been entered in the stock records of the Corporation by an entry showing
from and to whom transferred.

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Section
7.3 Transfer and Registry Agents.

The
Corporation may from time to time maintain one or more transfer offices or
agent and registry offices or agents at such place of places as may be
determined from time to time by the Board.

Section
7.4 Lost, Destroyed, Stolen and Mutilated Certificates.

The holder
of any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sum and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.

Section
7.5 Regulations.

The Board
may make such rules and regulations as it may deem expedient, not inconsistent
with the By-laws or with the Certificate of Incorporation, concerning the
issue, transfer and registration of certificates representing shares of its
capital stock.

Section
7.6 Restriction on Transfer of Stock.

A written
restriction on the transfer or registration of transfer of capital stock of the
Corporation, if permitted by Section 202 of the General Corporation Law and
noted conspicuously on the certificate representing such capital stock, may be
enforced against the holder of the restricted capital stock or any successor or
transferee of the holder including an executor, administrator, trustee,
guardian or other fiduciary entrusted with like responsibility for the person
or estate of the holder. Unless noted conspicuously on the certificate
representing such capital stock, a restriction, even though permitted by
Section 202 of the General Corporation Law, shall be ineffective except against
a person with actual knowledge of the restriction. A restriction on the
transfer or registration of transfer of capital stock of the Corporation may be
imposed either by the Certificate of Incorporation or by an agreement among any
number of Stockholders or among such Stockholders and the Corporation. No
restriction so imposed shall be binding with respect to capital stock issued
prior to the adoption of the restriction unless the holders of such capital
stock are parties to an agreement or voted in favor of the restriction.

Section
7.7 Dividends, Surplus, Etc.

Subject
to the provisions of the Certificate of Incorporation and of law, the Board:

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Section
7.7.1 May declare and pay dividends or make other distributions on the
outstanding shares of capital stock in such amounts and at such time or times
as, in its discretion, the condition of the affairs of the Corporation shall
render advisable;

Section
7.7.2 May use and apply, in its discretion, any of the surplus of the
Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants therefore, in accordance with law, or any of
its bonds, debentures, notes, scrip or other securities or evidences of
indebtedness; and

Section
7.7.3 May set aside from time to time out of such surplus or net profits such
sum or sums as, in its discretion, it may think proper, as a reserve fund to
meet contingencies, or for equalizing dividends or for the purpose of
maintaining or increasing the property or business of the Corporation, or for
any purpose it may think conducive to the best interests of the Corporation.

ARTICLE VIII

INDEMNIFICATION

Section
8.1 Indemnification of Officers and Directors.

The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or an officer of the Corporation,
against expenses (including attorneys fees) judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth in
and permitted by the General Corporation Law, and any other applicable law, as
from time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which such director or officer may be entitled
apart from the foregoing provisions. The foregoing provisions of this Section
8.1 shall be deemed to be a contract between the Corporation and each director
and officer who serves in such capacity at any time while this Article 8 and
the relevant provisions of the General corporation Law and other applicable
law, if any, are in effect and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

Section
8.2 Indemnification of Other Persons.

The
Corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another Corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys fees) judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding to the extent and in the manner set forth in
and permitted by the General Corporation

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Law, and any other applicable law, as from time to time in effect. Such
right of indemnification shall not be deemed exclusive of any other rights to
which any such person may be entitled apart from the foregoing provisions.

Section
8.3 Insurance.

The
Corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation or a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against such
liability under the provisions of Sections 8.1 and 8.2 of the By-laws or under
Section 145 of the General Corporation Law or any other provision of Law.

ARTICLE IX

BOOKS AND RECORDS

Section
9.1 Books and Records.

The
Corporation shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of the Stockholders, the Board and any
committee of the Board. The Corporation shall keep at the office designated in
the Certificate of Incorporation or at the office of the transfer agent or
registrar of the Corporation in Delaware, a record containing the names and
addresses of all Stockholders, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof.

Section
9.2 Form of Records.

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

Section
9.3 Inspection of Books and Records.

Except as
otherwise provided by law, the Board shall determine from time to time whether,
and, if allowed, when and under what conditions and regulations the accounts,
books, minutes and other records of the Corporation, shall be open to the
inspection of any Stockholder or director.

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ARTICLE X

SEAL

The Board
may adopt a corporate seal which shall be in the form of a circle and shall
bear the full name of the corporation, the year of its incorporation and the
word Delaware.

ARTICLE XI

FISCAL YEAR

The fiscal
year of the Corporation shall be determined, and may be changed, by resolution
of the Board.

ARTICLE XII

VOTING OF SHARES HELD

Unless
otherwise provided by resolution of the Board, the President may, from time to
time, appoint one or more attorneys or agents of the Corporation, in the name
and on behalf of the Corporation, to cast the votes which the Corporation may
be entitled to cast as a Stockholder or otherwise in any other corporation, any
of whose shares or securities may be held by the Corporation, at meetings of
the holders of stock or other securities of such other corporation, or to
consent in writing to any action by any such other corporation, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed on behalf
of the Corporation and under its corporate seal, or otherwise, such written
proxies, consents, waivers or other instruments as he may deem necessary or
proper in the premises; or the President may himself attend any meeting of the
holders of the stock or other securities of any such other corporation and
thereat vote or exercise any or all other powers of the Corporation as the
holder of such stock or other securities of such other corporation.

ARTICLE XIII

AMENDMENTS

The By-laws
may be altered, amended, supplemented or repealed, or new By-laws may be
adopted, by vote of the holders of the shares entitled to vote in the election
of directors, provided that Articles 3.2, 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8 may
only be amended by the affirmative vote of the holders of not less than two-thirds
of the outstanding voting shares of capital stock of the Corporation entitled
to vote generally in the election of directors; provided, however, that such
two-thirds vote shall not be required for, any amendment, alteration, change,
repeal or adoption of any inconsistent provision declared advisable by the
Board by the affirmative vote of two-thirds of the Board and submitted to
Stockholders for their consideration, but only if a majority of the members of
the Board acting upon such matter shall be Continuing Directors. The term
Continuing Director shall mean a director who was a member of the Board as of
October 1, 1986. With the exception of Articles 3.2, 3.3, 3.4, 3.5, 3.6, 3.7
and 3.8, the By-laws

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may also be altered, amended, supplemented, repealed, or new By-laws
may be adopted, by the Board. Any By-laws adopted, altered, amended, or
supplemented by the Board may be altered, amended, or supplemented or repealed
by the Stockholders entitled to vote thereon in accordance with the provisions hereof.

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