AMENDED AND RESTATED

BY-LAWS

OF

IPALCO ENTERPRISES, INC.

 

OFFICES

The registered office of the Corporation required by the Indiana Business Corporation Law (the"
Corporation Law
"), to be maintained in the State of Indiana shall be in the City ofIndianapolis, County of Marion, State of Indiana.  The Corporation may also have offices at suchother places both within and without the State of Indiana as the Board of Directors may from time totime determine or the business of the Corporation may require.  

SHAREHOLDERS

- Time and Place of Meetings .  All meetings of the shareholders for the election ofdirectors or for any other purpose shall be held at such time and place, within or without the Stateof Indiana, as shall be designated by the Board of Directors.  In the absence of a designation of aplace for any such meeting by the Board of Directors, each such meeting shall be held at theprincipal office of the Corporation.  
- Annual Meetings .  An annual meeting of shareholders shall be held for the purpose ofelecting directors and transacting such other business as may properly be brought before themeeting.  The date of the annual meeting shall be determined by the Board of Directors.  
- Special Meetings .  Special meetings of the shareholders, for any purpose or purposes,unless otherwise prescribed by law, may be called by the Chief Executive Officer, by the President,by the Chairman of the Board and shall be called by the Board of Directors if the Secretary receiveswritten, dated and signed demands for a special meeting, describing in reasonable detail the purposeor purposes for which it is to be held, from the holders of shares representing at least twenty-fivepercent (25%) of all votes entitled to be cast on any issue proposed to be considered at theproposed special meeting.  If the Secretary receives one (1) or more proper written demands for aspecial meeting of shareholders entitled to make such demand. 
- Notice of Meetings .  Written notice of each meeting of the shareholders stating theplace, date and time of the meeting and, in the case of a special meeting, the purpose or purposesfor which the meeting is called, shall be delivered not less than ten nor more than sixty daysbefore the date of the meeting, either personally or by mail, by the President, or by the Secretaryat the direction of the President or the person or persons calling the meeting, to each shareholderof record entitled to vote at such meeting.  In the event of a special meeting of shareholdersrequired to be called as the result of a demand therefor made by shareholders, such notice shall begiven no later than the sixtieth (60 th ) day after the Corporation's receipt of the demandrequiring the meeting to be called.  If mailed, such notice shall be deemed to be delivered whendeposited in the United States mail, addressed to the shareholder at his address as it appears onthe records of the Corporation, with postage thereon prepaid.  
Any shareholder entitled to receive notice may at any time waive notice of any meeting by awriting executed and delivered to the Corporation for inclusion in the minutes or filing with theCorporate records.  Attendance by a shareholder at any meeting (a) waives objection to lack ofnotice of defective notice of the meeting, unless the shareholder or his or her proxy at thebeginning of the meeting objects to holding the meeting or transacting business at the meeting, and(b) waives objection to consideration of a particular matter at the meeting that is not within thepurpose or purposes described in the meeting notice, unless the shareholder or his or her proxyobjects to considering the matter when it is presented.  If an annual or special shareholders'meeting is adjourned to a different date, time or place, notice need not be given of the new date,time or place if the new date, time or place is announced at the meeting before adjournment, unlessa new record date is or must be established for the adjourned meeting.
- Quorum .  The holders of record of a majority of the shares issued and outstanding andentitled to vote on a matter, represented in person or by proxy, shall constitute a quorum foraction on the matter at all meetings of the shareholders for the transaction of business, except asotherwise provided by the Corporation Law or by the Articles of Incorporation.  Action may be takenat a shareholders' meeting only on matters with respect to which a quorum exists; provided, however,that any meeting of shareholders, including annual and special meetings and any adjournmentsthereof, may be adjourned to a later date although less than a quorum is present.  Once a share isrepresented for any purpose at a meeting, it is deemed present for quorum purposes for the remainderof the meeting and for any adjournment of that meeting unless a new record date is or must be setfor that adjourned meeting.
- Voting .  Except as otherwise provided in the Corporation Law or in the Articles ofIncorporation, at all meetings of the shareholders, each shareholder shall be entitled to vote, inperson or by proxy, each share owned by such shareholder of record on the record date for themeeting and that is still outstanding at the time of the meeting.  Each outstanding share shall beentitled to one vote on each matter submitted to a vote at a meeting of shareholders, unlessotherwise provided in the Corporation Law or in the Articles of Incorporation.  When a quorum ispresent as to a matter to be considered at any meeting, action on such matter (other than theelection of Directors) is approved if the votes properly cast favoring the action exceed the votesproperly cast opposing the action, except as the Articles of Incorporation or the Corporation Lawrequire a greater number of affirmative votes.  Directors shall be elected by a plurality of thevotes properly cast.
- Informal Action by Shareholders .  Unless otherwise provided by the Corporation Law or bythe Articles of Incorporation, any action required to be taken at a meeting of the shareholders, orany other action which may be taken at a meeting of the shareholders, may be taken without a meetingand without a vote, if a consent in writing, setting forth the action so taken, shall be signed byall of the shareholders entitled to vote on the action, and is delivered to the Corporation forinclusion in the minutes or filings with the corporate records.  
- Proxies .  At all meetings of shareholders, a shareholder may vote in person or vote byproxy which is executed by the shareholder or his duly authorized attorney-in-fact.  Such proxyshall be filed with the Secretary or other person authorized to tabulate votes at any time prior tothe commencement of the meeting.  No proxy shall be valid after eleven months from the date of itsexecution unless a larger period is expressly provided in the proxy.  

DIRECTORS

General Powers
.  The business and affairs of the Corporation shall be managed andcontrolled by or under the direction of its Board of Directors, which may exercise all such powersof the Corporation and do all such lawful acts and things as are not by law or by the Articles ofIncorporation or by these By-laws directed or required to be exercised or done by the shareholders.
Number, Qualification and Tenure
.  The Board of Directors of the Corporation shallconsist of not less than three (3) members and not more than twelve (12) members, as may bedetermined by the Board of Directors from time to time.  Within the limits above specified, thenumber of directors shall be determined from time to time by resolution of the Board of Directors.The directors shall be elected at the annual meeting of the shareholders, except as provided in theArticles of Incorporation or Section 3 of this Article, and each director elected shall hold officeuntil his successor is elected and qualified or until his earlier death, disqualification,resignation or removal from office.  Any decrease in the number of directors shall not have theeffect of shortening the term of any incumbent director.  
Vacancies and Newly Created Directorships
.  Vacancies and newly created directorshipsresulting from any increase in the number of directors may be filled by the appointment of amajority of the directors then in office (even though less than a quorum), and each director soappointed shall hold office until the next annual meeting of shareholders and until his successor iselected and qualified or until the earlier death, disqualification, resignation or removal fromoffice of such director.  
Independent Director
.  

		  (a)	The Corporation shall have at all times one individual who is an IndependentDirector (as defined below).  If the Independent Director resigns, dies or becomes incapacitated, orsuch position is otherwise vacant, no action requiring the unanimous affirmative vote of thedirectors shall be taken until a successor Independent Director is appointed and qualified andapproves such action.

		  (b)	Notwithstanding any other provision of these By-laws and any provision of lawthat otherwise so empowers the Corporation, the Corporation shall not, without the prior unanimousconsent of the Board of Directors, including the Independent Director, do any of the following: (i)make a general assignment for the benefit of creditors; (ii) file a voluntary petition inbankruptcy; (iii) file a petition or answer seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (iv)file an answer or other pleading admitting or failing to contest the material allegations of apetition filed against it in any proceeding seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, orthe entry of any order appointing a trustee, liquidator or receiver of it or of its assets or anysubstantial portion thereof; or (v) seek, consent to or acquiesce in the appointment of a trustee,receiver or liquidator of it or of all or any substantial part of its assets.  With regard to anyaction contemplated by the preceding sentence, or with regard to any action taken or determinationmade at any time when the Corporation is insolvent, each director will owe its primary fiduciaryduty to the Corporation (including the creditors of the Corporation).

		  (c)	For purposes of these By-laws of the Corporation, "Independent Director"shall mean, with respect to the Corporation, a director who is not, and within the last five yearswas not (except solely by virtue of such person's serving as, or affiliation with any other personserving as, an independent director of The AES Corporation ("Parent") or any of its affiliates), (i)a stockholder, member, partner, director, officer, employee, affiliate, customer, supplier, creditoror independent contractor of, or any person that has received any benefit in any form whatever from,or any person that has provided any service in any form whatever to, or any major creditor (or anyaffiliate of any major creditor) of, the Parent or any of its affiliates, or (ii) any person owningbeneficially, directly or indirectly, any outstanding shares of common stock, any limited liabilitycorporation interests or any partnership interests, as applicable, of the Parent or any of itsaffiliates, or of any major creditor (or any affiliate of any major creditor) of any of theforegoing, or a stockholder, member, partner, director, officer, employee, affiliate, customer,supplier, creditor or independent contractor of, or any person that has received any benefit in anyform whatever from, or any person that has provided any service in any form whatever to, suchbeneficial owner or any of such beneficial owner's affiliates, or (iii) a member of the immediatefamily of any person described above; provided that the indirect or beneficial ownership ofstock through a mutual fund or similar diversified investment vehicle with respect to which theowner does not have discretion or control over the investments held by such diversified investmentvehicle shall not preclude such owner from being an Independent Director.  For purposes of thisdefinition, "major creditor" shall mean a natural person or business entity to which the Parent orany of its affiliates has outstanding indebtedness for borrowed money or credit on open account in asum sufficiently large as would reasonably be expected to influence the judgment of the proposedIndependent Director adversely to the interests of the Corporation when the interests of that personor entity are adverse to those of the Corporation.
Directors' Duties
.  The directors, including the Independent Director, will act in goodfaith in accordance with the terms of the organizational documents and applicable law, and makedecisions with respect to the business and operations of the Corporation independent of, and notdictated by, the Parent, or any other affiliate thereof, and any director shall bear a fiduciaryduty to the Corporation (including its creditors).
Place of Meetings
.  The Board of Directors may hold meetings, both regular and special,either within or without the State of Indiana.  
Meetings
.  The Board of Directors shall hold a regular meeting, to be known as the annualmeeting, immediately following each annual meeting of the shareholders without any notice beinggiven.  Other regular meetings of the Board of Directors shall be held at such time and place as theBoard of Directors may designate from time to time.  No notice of regular meetings need be given,other than by announcement at the immediately preceding regular meeting.  Special meetings of theBoard of Directors may be called by or at the request of the Chairman of the Board or a majority ofthe Board of Directors.  Notice of any special meeting of the Board shall be given at least two daysprior thereto, either in writing, or telephonically if confirmed promptly in writing, to eachdirector at the address shown for such director on the records of the Corporation.			
Waiver of Notice; Business and Purpose
.  Notice of any meeting of the Board of Directorsmay be waived in writing at any time if such waiver is signed by the person or persons entitled tosuch notice and filed with the minutes or corporate records.  A Director's attendance at orparticipation in a meeting waives any required notice to the Director of the meeting, unless theDirector at the beginning of the meeting (or promptly upon the Director's arrival) objects toholding the meeting or transacting business at the meeting and does not thereafter vote for orassent to action taken at the meeting.  Neither the business to be transacted at, nor the purposeof, any regular or special meeting of the Board need be specified in the notice or waiver of noticeof such meeting, unless specifically required by the Corporation Law.  
Quorum and Voting
.  At all meetings of the Board of Directors a majority of the totalnumber of directors then in office immediately before the meeting begins shall constitute a quorumfor the transaction of business.  The act of a majority of the directors present at any meeting atwhich there is a quorum present when a vote is taken shall be the act of the Board of Directors,unless the act of a greater number is required by the Corporation Law or by the Articles ofIncorporation or By-Laws.  
Organization
.  The Chairman of the Board, if elected, shall act as chairman at allmeetings of the Board of Directors.  If the Chairman of the Board is not elected or if elected, isnot present, the Vice Chairman, if any, or, if no such Vice Chairman is present, a director chosenby a majority of the directors present, shall act as chairman at such meeting of the Board ofDirectors.
Committees
.  The Board of Directors, by resolution adopted by a majority of the wholeBoard, may designate two or more directors to constitute an Executive Committee.  The Board ofDirectors, by resolution adopted by a majority of the whole Board, may create one or more othercommittees and appoint two or more directors to serve on such committee or committees.  Eachdirector appointed to serve on any such committee shall serve at the pleasure of the Board, unlessthe resolution designating the respective committee is sooner amended or rescinded by the Board ofDirectors, until the next annual meeting of the Board or until his respective successor isdesignated.  The Board of Directors, by resolution adopted by a majority of the whole Board, mayalso designate additional directors as alternate members of any committee to serve as members ofsuch committee in the place and stead of any regular member or members thereof who may be unable toattend a meeting or otherwise unavailable to act as a member of such committee.  In the absence ordisqualification of a member and all alternate members designated to serve in the place and stead ofsuch member, the member or members thereof present at any meeting and not disqualified from voting,whether or not such member or members constitute a quorum, may unanimously appoint another directorto act at the meeting in the place and stead of such absent or disqualified member.

The Executive Committee may exercise all the powers and authority of the Board of Directors inthe management of the business and affairs of the Corporation between the meetings of the Board ofDirectors, and any other committee may exercise the power and authority of the Board of Directors tothe extent specified by the resolution designating such committee, or the Articles of Incorporationor these By-laws; provided, however, that no committee may take any action that isexpressly required by the Corporation Law or the Articles of Incorporation or these By-laws to betaken by the Board of Directors and not by a committee thereof.  Each committee shall keep a recordof its acts and proceedings, which shall form a part of the records of the Corporation in thecustody of the Secretary, and all actions of each committee shall be reported to the Board ofDirectors at the next meeting of the Board.

Except to the extent inconsistent with the resolutions creating a committee, Sections 6, 7, 8, 9,12, 13 and 15 of Article III of these By-Laws, which govern meetings, action without meetings,notice and waiver of notice, quorum and voting requirements and telephone participation in meetingsof the Board of Directors, apply to each committee and its members as well.
Action without Meeting
.  Unless otherwise specifically prohibited by the Articles ofIncorporation or these By-laws, any action required or permitted to be taken at any meeting of theBoard of Directors or any committee thereof may be taken without a meeting, if all members of theBoard of Directors or such committee, as the case may be, execute a consent thereto in writingsetting forth the action so taken, and the writing or writings are filed with the minutes ofproceedings of the Board of Directors or such committee.  
Attendance by Telephone
.  Members of the Board of Directors or any committee thereof mayparticipate in and act at any meeting of the Board of Directors or such committee, as the case maybe, through the use of a conference telephone or other communications equipment by means of whichall persons participating in the meeting can simultaneously hear each other.  Participation in suchmeeting shall constitute attendance and presence in person at the meeting of the person or personsso participating.  
Compensation
.  By resolution of the Board of Directors, irrespective of any personalinterest of any of the members thereof, the directors may be paid their reasonable expenses, if any,of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendanceat meetings or a stated salary as directors, payable in cash or securities.  These payments shallnot preclude any director from serving the Corporation in any other capacity and receivingcompensation therefor.  Members of special or standing committees may be allowed like compensationfor attending committee meetings.  
Presumption of Assent
.  A director who is present at a meeting of the Board of Directorsor any committee thereof when corporate action is taken shall be deemed to have assented to theaction taken unless: (1) he objects at the beginning of the meeting (or promptly upon his arrival)to holding such meeting or transacting business at such meeting; (2) his dissent or abstention fromthe action taken is entered in the minutes of such meeting; or (3) he delivers written notice of hisdissent or abstention to the presiding officer of the meeting before the adjournment thereof or tothe Secretary immediately after the adjournment of such meeting.  The right of dissent or abstentionis not available to a director who votes in favor of the action taken.  

OFFICERS

Enumeration
.  The officers of the Corporation shall be chosen by the Board of Directorsand shall include a President and a Secretary. The Board of Directors may also elect a Chairman ofthe Board, a Vice Chairman, a Chief Executive Officer, one or more Vice Presidents, a ChiefFinancial Officer, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers and suchother officers and agents as it may deem appropriate.  Any number of offices may be held by the sameperson.  
Term of Office
.  The officers of the Corporation shall be elected at the annual meetingof the Board of Directors and shall hold office until their successors are elected and qualified oruntil their earlier death, resignation or removal from office.  Any officer or agent of theCorporation may be removed, with or without cause, by the Board of Directors whenever in itsjudgment the best interests of the Corporation will be served thereby, but such removal shall bewithout prejudice to the contract rights, if any, of the person so removed.  Election or appointmentof an officer or agent shall not of itself create contract rights.  Any vacancy in any officebecause of death, resignation, removal, disqualification or otherwise, may be filled by the Board ofDirectors for the unexpired portion of the term.  
Chief Executive Officer
.  The Chief Executive Officer of the Corporation, if elected,shall have general supervision, direction and control of the business and affairs of theCorporation, subject to the control of the Board of Directors, and shall have such other functions,authority and duties as customarily appertain to the office of the chief executive officer of abusiness corporation or as may be prescribed by the Board of Directors.  
President
.  During any period when there shall be an office of Chief Executive Officer,the President shall be the chief operating officer of the Corporation and shall have such functions,authority and duties as may be prescribed by the Board of Directors or the Chief Executive Officer.During any period when there shall not be an office of Chief Executive Officer, the President shallbe the chief executive officer of the Corporation, and, as such, shall have the functions, authorityand duties provided for the Chief Executive Officer.
Vice President
. The Vice President or, if there shall be more than one, each VicePresident, in the absence of the President or in the event of the President's inability or refusalto act (and if there be no Chief Executive Officer), shall have the authority to perform the dutiesof the President, subject to such limitations thereon as may be imposed by the Board of Directors,and such other duties as may from time to time be prescribed by the Board of Directors, the ChiefExecutive Officer or the President.
Secretary
.  The Secretary shall:  (a) keep a record of all proceedings of theshareholders, the Board of Directors and any committees thereof in one of more books provided forthat purpose; (b) give, or cause to be given, all notices that are required by law or these By-lawsto be given by the Secretary; (c) be custodian of the corporate records and, if the Corporation hasa corporate seal, of the seal of the Corporation; (d) have authority to affix the seal of theCorporation to all instruments the execution of which requires such seal and to attest such affixingof the seal; (e) keep a register of the post office address of each shareholder which shall befurnished to the Secretary by such shareholder; (f) sign, with the Chief Executive Officer, if any,or President or any Vice President, or any other officer thereunto authorized by the Board ofDirectors, any certificates for shares of the Corporation, or any deeds, mortgages, bonds, contractsor other instruments which the Board of Directors has authorized to be executed by the signature ofmore than one officer; (g) have general charge of the share transfer books of the Corporation; (h)have authority to certify as true and correct copies of the By-laws, or resolutions of theshareholders, the Board of Directors and committees thereof, and of other documents of theCorporation; and (i) in general, perform the duties incident to the office of secretary and suchother duties as from time to time may be prescribed by the Board of Directors, the Chief ExecutiveOfficer or the President.  The Board of Directors may give general authority to any other officer toaffix the seal of the Corporation and to attest such affixing of the seal.
Assistant Secretary
.  The Assistant Secretary, or if there shall be more than one, eachAssistant Secretary in the absence of the Secretary or in the event of the Secretary's inability orrefusal to act, shall have the authority to perform the duties of the Secretary, subject to suchlimitations thereon as may be imposed by the Board of Directors, and such other duties as may fromtime to time be prescribed by the Board of Directors, the Chief Executive Officer, the President orthe Secretary.
Chief Financial Officer
.  The Chief Financial Officer shall be the principal accountingand financial officer of the Corporation.  The Chief Financial Officer shall:  (a) have charge ofand be responsible for the maintenance of adequate books of account for the Corporation; and (b)perform the duties incident to the office of Chief Financial Officer and such other duties as mayfrom time to time be prescribed by the Board of Directors, the Chief Executive officer or thePresident.
Treasurer
.  The Treasurer shall:  (a) have charge and custody of all funds and securitiesof the Corporation, and be responsible therefor and for the receipt and disbursement thereof; and(b) perform the duties incident to the office of treasurer and such other duties as may from time totime be prescribed by the Board of Directors, the Chief Executive Officer, the President or theChief Financial Officer.  The Treasurer may sign with the Chief Executive Officer, if any, or thePresident, or any Vice President, or any other officer thereunto authorized by the Board ofDirectors, certificates for shares of the Corporation.  If required by the Board of Directors, theTreasurer shall give a bond for the faithful discharge of his duties in such sum and with suchsurety or sureties as the Board of Directors may determine.
Assistant Treasurer
.  The Assistant Treasurer, or if there shall be more than one, eachAssistant Treasurer, in the absence of the Treasurer or in the event of the Treasurer's inability orrefusal to act, shall have the authority to perform the duties of the Treasurer, subject to suchlimitations thereon as may be imposed by the Board of Directors, and such other duties as may fromtime to time be prescribed by the Board of Directors, the Chief Executive Officer, the President orthe Treasurer.
Other Officers and Agents
.  Any officer or agent who is elected or appointed from time totime by the Board of Directors and whose duties are not specified in these By-laws shall performsuch duties and have such powers as may from time to time be prescribed by the Board of Directors,the Chief Executive Officer or the President.

 

CERTIFICATES FOR SHARES

Form
.  The shares of the Corporation shall be represented by certificates;
provided
, 
however
, the Board of Directors may provide by resolution or resolutionsthat some or all of any or all classes or series of the Corporation's shares shall be uncertificatedshares.  Each certificate for shares shall be consecutively numbered or otherwise identified.Certificates representing shares in the Corporation shall be signed by or in the name of theCorporation by the Chief Executive Officer or the President or a Vice President and by the Treasureror an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation.  Where acertificate is countersigned by a transfer agent, other than the Corporation or an employee of theCorporation, or by a registrar, the signatures of one or more officers of the Corporation may befacsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be such officer, transfer agent orregistrar before such certificate is issued, the certificate may be issued by the Corporation withthe same effect as if such officer, transfer agent or registrar were such officer, transfer agent orregistrar at the date of its issue.  
Transfer
.  Upon surrender to the Corporation or the transfer agent of the Corporation ofa certificate for shares duly endorsed or accompanied by proper evidence of succession, assignmentor authority to transfer, it shall be the duty of the Corporation to issue a new certificate oruncertificated shares in place of any certificate therefor issued by the Corporation to the personentitled thereto, cancel the old certificate and record the transaction in its share book.
Replacement
.  In case of the loss, destruction, mutilation or theft of a certificaterepresenting shares of the Corporation, a new certificate may be issued upon the surrender of themutilated certificate or, in the case of loss, destruction or theft of a certificate, uponsatisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directorsmay prescribe.  The Board of Directors may in its discretion require the owner of the lost,destroyed or stolen certificate, or his legal representative, to give the Corporation a bond, insuch sum and in such form and with such surety or sureties as it may direct, to indemnify theCorporation, its transfer agents and registrars, if any, against any claim that may be made againstthem or any of them with respect to the certificate alleged to have been lost, destroyed orstolen.

 

SEPARATENESS

Funds, Assets and Accounts
.  The funds and other assets of the Corporation shall not becommingled with those of any other entity, and the Corporation shall maintain its accounts separatefrom any other person or entity.
Liability for Debts and Name
.  The Corporation shall not hold itself out as being liablefor the debts of any other entity, and shall conduct its own business in its own name.
Action through Agents and Identity
.  The Corporation shall act solely in its own name andthrough its duly authorized directors, officers or agents in the conduct of its business, and shallconduct its business so as not to mislead others as to the identity of the entity or assets withwhich they are concerned.
Separate Records
.  The Corporation shall maintain separate records, books of account andfinancial statements, and shall not commingle its records and books of account with the records andbooks of account of any other entity.
Formalities
.  The Corporation shall observe in all material respects all formalitiesrequired by its organizational documents and applicable law.
Capitalization
.  The Corporation shall at all times ensure that its capitalization isadequate in light of its business and purpose.
Debts of Affiliates
.  Subject to the last sentence of this Section 7, (i) neither theParent nor any affiliate of the Parent (other than the Corporation) shall guaranty, become liable onor hold itself out as being liable for the debts of the Corporation; (ii) the Corporation shall notguarantee or become obligated for the debts of the Parent or any affiliate thereof (other than theCorporation), or otherwise hold out its credit as being available to satisfy the obligations of theParent or any affiliate thereof (other than the Corporation); (iii) the Corporation shall not pledgeits assets for the benefit of Parent or any of its affiliates;  (iv) the Corporation shall not makeloans or advances to Parent or any of its affiliates, and shall not acquire obligations orsecurities of the Parent or any affiliate thereof (other than the Corporation), other than thesettlement of purchase contracts with respect to any Premium Income Equity Securities or similarsecurities issued by the Corporation.  Notwithstanding the foregoing, the Corporation may take anyaction otherwise prohibited under this Section 7 if such action is taken with respect to its ownsubsidiaries, and its own subsidiaries may take any action otherwise prohibited under this Section 7if such action is taken with respect to the Corporation.  
Payment of Liabilities
.  The Corporation shall pay its own liabilities out of its ownfunds.
Arm's Length Relationship with Affiliates
.  The Corporation shall maintain an arm's-length relationship with its affiliates.
Overhead and Office Space
.  The Corporation shall allocate fairly and reasonably anyoverhead for office space shared with the Parent or any affiliate thereof.
Separate Business Forms
.  The Corporation shall use its own separate stationery,invoices, checks and other business forms.
Correction of Misunderstandings
.  The Corporation shall correct any knownmisunderstanding regarding its separate identity.

GENERAL PROVISIONS

Fiscal Year
.  The fiscal year of the Corporation shall be fixed from time to time byresolution of the Board of Directors.
Corporation Seal
.  The corporate seal, if any, of the Corporation shall be in such formas may be approved from time to time by the Board of Directors.  The seal may be used by causing itor a facsimile thereof to be impressed or affixed or in any other manner reproduced.
Notices and Mailing
.  Except as otherwise provided in the Corporation Law, the Articlesof Incorporation or these By-laws, all notices required to be given by any provision of these By-laws shall be deemed to have been given (i) when received, if given in person, (ii) on the date ofacknowledgment of receipt, if sent by telex, facsimile or other wire transmission, (iii) one dayafter delivery, properly addressed, to a reputable courier for same day or overnight delivery, or(iv) five days after being deposited, properly addressed, in the U.S. mail, certified or registeredmail, postage prepaid.
Waiver of Notice
.  Except as otherwise set forth in the Corporation Law, the Articles ofIncorporation or these By-Laws, whenever any notice is required to be given under the CorporationLaw or the provisions of the Articles of Incorporation or these By-laws, a waiver thereof inwriting, signed by the person or persons entitled to said notice, whether before or after the timestated therein, shall be deemed equivalent to notice.
Interpretation
.  In these By-laws, unless a clear contrary intention appears, thesingular number includes the plural number and 
vice versa
, and reference to either genderincludes the other gender.

 

AMENDMENTS

     Unless the power to make, alter, amend or repeal these By-laws is reserved to theshareholders by the Articles of Incorporation, these By-laws, including any By-law adopted by theshareholders, may be made, altered, amended or repealed by the shareholders or the Board ofDirectors, provided, that (i) the unanimous consent of the Board of Directors, including theIndependent Director, shall be required to alter, amend or repeal (a) Section 4 and Section 5 ofArticle III hereof; (b) Article VI hereof; and (c) this Article VIII; and (ii) subject to paragraph(i) above, the fact that the power to make, alter, amend or repeal these By-laws has been conferredupon the Board of Directors shall not divest the shareholders of the same powers. 
 
 

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