Exhibit
3.3

RESTATED
(as of February 15, 1996)BY-LAWS OF
DEPARTMENT 56, INC.
(formerly FL 56 HOLDING CORP.)
(hereinafter called the
Corporation)

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ARTICLE I
OFFICES

Section 1. 
Registered Office.

The registered office of the Corporation within the State of
Delaware shall be in the City of Wilmington, County of New Castle.

Section 2. 
Other Offices.

The Corporation may also have an office or offices other than
said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall
from time to time determine or the business of the Corporation may require.

ARTICLE IIMEETINGS
OF STOCKHOLDERS

Section 1. 
Place of Meetings.

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

Section 2. 
Annual Meetings.

Annual meetings of stockholders shall be held on such date and
at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly
be brought before the meeting in accordance with these Restated By-laws. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting. Notice of any meeting shall not be required to be given to any person who
attends such meeting, except when such person attends the meeting in person or by proxy 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, or who,
either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy.

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Section
3. Special Meetings.

Special meetings of stockholders,
for any purpose or purposes, unless otherwise prescribed by statute may be called by the Board of Directors, the
Chairman of the Board of Directors,
if one shall have been elected, the President, the Chief Financial Officer or
the General Counsel. Written notice of a special meeting stating the
place, date and hour of the meeting and the
purpose or purposes for which the meeting is called shall be given not less
than ten (10) nore more than sixty (60) days before the date of the meeting to
each stockholder of record (as determined pursuant to Article V, Section 7
hereof) entitled to vote at such meeting, and only such business as is stated in
such notice shall be acted upon thereat. Notice of any meeting shall not be
required to be given to any person who attends
such meeting, except when such person attends the meeting in person or by proxy
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, or who, either before or after the meeting, shall submit a signed written waiver of notice, in
person or by proxy.

Section 4. 
Organization.

At each meeting of stockholders,
the Chairman of the Board, if one shall have been elected, or, in his absence or if one shall not
have been elected, the President, shall act as chairman of the meeting.
The Secretary or, in his absence or inability to act, the person whom the
chairman of the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.

Section 5. 
Order of Business.

The order of business at all meetings of the
stockholders shall be as determined by the chairman
of the meeting.

Section 6. 
Quorum, Adjournments.

The holders of a majority of the voting power of the
issued and outstanding stock of the Corporation entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of
stockholders, except as otherwise
provided by statute or by the Restated Certificate of Incorporation. If, however,
such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At
such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might
have been transacted at the meeting as originally called. If the adjournment is
for more than thirty days, or, if after adjournment a new record date is
set, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

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Section 7. 
Voting.

Except as otherwise provided by
statute or the Restated Certificate of Incorporation, each stockholder of the Corporation shall be entitled
at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in his name on the record of stockholders of
the Corporation:

(a)     on
the date fixed pursuant to the provisions of
Section 7 of Article V of these
Restated By-laws as the record date for the determination of the stockholders
who shall be entitled to notice of and to vote at such meeting; or

(b)     if
no such record date shall have been so fixed,
then at the close of business on the day next preceding the day on which
notice thereof shall be given, or, if notice
is waived, at the close of business on the date next preceding the day on which
the meeting is held.

Each stockholder entitled to vote at any meeting of
stockholders may authorize another person
or persons to act for him by a proxy signed by such stockholder or his
attorney-in-fact, but no proxy shall be voted after three years from its date,
unless the proxy provides for a longer period. Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering
such proxies. When a quorum is present at any meeting, the affirmative
vote of the holders of a majority of the voting power of the issued and
outstanding stock of the Corporation entitled to vote thereon, present in
person or represented by proxy, shall decide any question brought before such
meeting, except (i) in the case of the election of directors, directors shall
be elected by a plurality of the votes cast
and (ii) if the question is one upon which by express provision of statute or
of the Restated Certificate of Incorporation or of these Restated By-Laws, a different vote is required, then in such
case such express provision shall govern and control the decision of such question. Unless required by statute,
or determined by the chairman of the
meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed
by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

Section 8. 
Action by Consent.

Whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken for or
in connection with any corporate action, by any provision of statute or of the Restated Certificate of Incorporation or of these
Restated By-Laws, the meeting and vote of stockholders may be dispensed
with, and the action taken without such meeting and vote, if a consent in writing, setting forth the action so taken, shall
be signed by the holders of outstanding stock 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 of stock of
the Corporation entitled to vote thereon were present and voted.

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Section 9. List of Stockholders Entitled to Vote.

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 shall be prepared. 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 of the
Corporation who is present.

Section 10. Inspectors.

The
Board of Directors may, in advance of any meeting of stockholders, appoint one
or more
inspectors to act at such meeting or any adjournment thereof.  If any of the inspectors so appointed shall fail to appear or
act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the
chairman of the meeting may, appoint one or more inspectors. 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 inspectors shall determine
the number
of shares of capital stock of the Corporation outstanding and the voting power
of each,
the number of 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 results, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the chairman of the
meeting, the inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as an inspector of an election of
directors.  Inspectors need not be
stockholders.

Section 11. Notice of Stockholder Proposals and
Nominations.

(a)     At
any annual meeting,
only such business shall be conducted, and only such proposals shall be acted upon,
including, without limitation, the nomination of persons for election to the Board of Directors, as
shall have been brought before the annual meeting (i) by, or at the direction of, the Board
of Directors or (ii) by any stockholder of the Corporation who properly complies with the
notice procedures set forth in paragraph (b) of this Section 11.

(b)     
For a nomination or
proposal to be properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation. To be timely,
such stockholders notice must be delivered to, or mailed to and received at, the
principal executive offices of the Corporation not less than sixty (60) days and not more than
ninety (90) days prior to the scheduled annual meeting, regardless of any postponements,
deferrals or adjournments of that meeting to a later date; provided, however, that
if less than seventy (70) days notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the stockholder, to be
timely, must be so delivered or received not later than the close of

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business
on the tenth (10th) day following the earlier of the day on which such notice
of the date of the scheduled annual meeting was mailed or the day on which such
public disclosure
was made. A stockholders notice to the Secretary shall set forth (i) (A) as to
each person whom the stockholder
proposes to nominate for election to the Board of Directors, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, and Rule 14a-11 thereunder, including, without limitation, such persons written consent to being named in the
proxy statement as a nominee and to serving
as a Director if elected and (B) as to any other matter the stockholder
proposes to bring before the annual
meeting, a brief description of the proposal desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting;
and (ii) as to any matter the stockholder proposes to bring before the annual meeting (including the nomination for election of
Directors), (A) the name and address as they appear on the Corporations books,
of the stockholder proposing such business and any other stockholders known by such stockholder to be supporting such
proposal (or nomination), (B) the
class and number of shares of the Corporations stock which are beneficially owned by the stockholder on the date
of such stockholders notice and by any other stockholders known by such stockholder to be supporting such
proposal (or nomination) on the date
of such stockholders notice and (C) any financial interest of the stockholder
in such proposal (or nomination).

(c)     The
chairman of the meeting of stockholders,  determined in accordance with Section
4 of this Article II, shall have the power and duty to determine whether a stockholder proposal or nomination, as
the case may be, was made in accordance
with the terms of this Section 11 and, if a stockholder proposal or nomination was not made in accordance with such terms, to
declare that such proposal or nomination shall be disregarded.

(d)     Nothing
in this Section 11 shall prevent the
consideration and approval or disapproval at a meeting of stockholders
of reports of officers, directors and committees of the Board of Directors; but,
in connection with such reports, no business shall
be acted upon at such meeting unless the procedures set forth in this Section
11 are complied with.

ARTICLE III
DIRECTORS

Section 1. Duties and Powers.

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

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Section 2.
Number, Qualification, Election and Term of Directors.

Subject to the rights, if any, of holders of the
Preferred Stock of the Corporation, the Board of Directors shall consist of not
less than one nor more than twenty-one members, the exact number of which shall
be fixed from time to time by the affirmative vote of a majority of the entire
Board of Directors. Any decrease in the number of directors shall be effective
at the time of the next succeeding annual meeting of stockholders unless there shall
be vacancies in the Board of Directors, in which case such decrease may become
effective at any time prior to the next succeeding annual meeting to the extent
of the number of such vacancies. Directors need not be stockholders. Except as
otherwise provided by statute or these Restated By-Laws, the directors (other
than members of the initial Board of Directors) shall be elected by a plurality
of votes cast at the annual meeting of stockholders. Each director shall hold
office until his successor shall have been elected and qualified, or until his
death, or until he shall have resigned, or have been removed, as hereinafter
provided in these Restated By-Laws.

Section
3. Vacancies.

Any vacancy in the Board of Directors, whether arising
from death, resignation, removal (with or without cause), an increase in the
number of directors or any other cause, may be filled by the vote of a majority
of the directors then in office, though less than a quorum, or by the sole
remaining director or by the stockholders at the next annual meeting thereof or
at a special meeting thereof. Each director so elected shall hold office until
his successor shall have been elected and qualified.

Section
4. Meetings.

The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman of the Board of Directors, if one shall have been elected, by a
majority of the Board of Directors or by the President of the Corporation.
Notice thereof stating the place, date and hour of the meeting shall be given
to each director either by mail not less than forty-eight hours before the date
of the meeting, or personally or by telephone, telegram, telex or similar means
of communication on twenty-four hours notice, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the
circumstances.

Section 5. Quorum and Manner of Acting.

A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board of Directors, and, except as otherwise expressly
required by statute or the Restated Certificate of Incorporation or these Restated By-laws, the act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place.
Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were
announced at the meeting at which the adjournment was taken, in which case such notice need only be given to the directors who
were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have
been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall
have no power as such.

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Section 6. Action by Consent.

Unless restricted by the Restated Certificate of Incorporation,
any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be.

Section 7. Telephonic Meeting.

Unless restricted by the Restated Certificate of Incorporation,
any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors
or such committee by means of a conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a
meeting.

Section
8. Committees.

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

Except to the extent
restricted by statute or the Restated Certificate of Incorporation, each such
committee, to the extent provided in the resolution creating it, shall have and
may exercise all the powers and authority of the Board of Directors and may
authorize the seal of the Corporation to be affixed to all papers which require
it. Each such committee shall serve at the pleasure of the Board of Directors
and have such name as may be determined from time to time by resolution adopted
by the Board of Directors. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors.

Section
9. Fees and
Compensation.

Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by the Board of
Directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

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Section 10.
Resignations.

Any director of the Corporation may resign at any time
by giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

Section 11.
Removal of Directors.

Any director may be removed, either with or without
cause, at any time, by the holders of a majority of the voting power of the
issued and outstanding capital stock of the Corporation entitled to vote at an
election of directors.

Section
12. Interested
Directors.

No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which one or more of its directors or officers are directors
or officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purposes if (a) the material facts as to his or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the directors or committee who then in good faith
authorizes the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested directors be less
than a quorum, or (b) the material facts as to his or their relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders or (c) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

ARTICLE IV 
OFFICERS

Section
1. General.

The officers of the
Corporation shall be chosen by the Board of Directors and shall include a President, one or more Vice Presidents, the Secretary,
and the Treasurer. The Board of Directors, in its discretion, may also choose as an officer of the Corporation a Chairman of the
Board and may elect other officers (including a Vice Chairman of the Board, one or more Assistant Secretaries and one or more
Assistant Treasurers) as may be necessary or desirable for the business of the Corporation. Such officers as the Board of
Directors may choose shall have such terms of office, shall perform such duties and shall have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power
to choose such other officers and to proscribe their respective duties and powers. Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Restated Certificate of Incorporation or these Restated By-laws. The officers of
the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman or :Vice-Chairman
of the Board of Directors, need such officers be directors of the Corporation.

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Section 2. Election and Removal.

All officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors
may be removed at any time by the Board of Directors with or without cause. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors. The compensation of all officers of the Corporation shall be fixed by the Board of
Directors or such committee or officers as the Board of Directors in its sole discretion may designate. An officer of the
Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the
Corporation.

Section
3. Resignations.

Any officer of the
Corporation may resign at any time by giving written notice of his resignation
to the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon receipt. Unless otherwise specified
therein, the acceptance of any such resignation shall not be necessary to make
it effective.

ARTICLE VSTOCK CERTIFICATES AND THEIR
TRANSFER

Section
1. Stock
Certificates.

Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned
by him in the Corporation. If the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restriction of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of the State
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock, a statement that the Corporation will
furnish without charge to each stockholder who so requests the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

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Section 2. Facsimile Signatures.

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

Section 3. Lost Certificates.

The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been
lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate
or certificates, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or
to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against
the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new
certificate.

Section 4. Transfers of Stock.

Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled
to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security,
and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation
for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5. Transfer Agents and Registrars.

The Board of Directors may appoint, or authorize any officer or
officers to appoint, one or more transfer agents and one or more registrars.

Section 6. Regulations.

The Board of Directors may make such additional rules and
regulations, not inconsistent with these Restated By-laws, as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the Corporation.

Section 7. Fixing the Record Date.

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

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Section 8. Registered Stockholders.

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

ARTICLE VI NOTICES

Section 1. Notices.

Whenever written notice is required by law, the Restated
Certificate of Incorporation or these Restated By-laws to be given to any director or stockholder, such notice may be given by
mail, addressed to such director or stockholder, at his or her address as it appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United
States mail. Written notice may also be given personally or by telegram, telex, cable or facsimile transmission.

Section 2. Waivers of Notice.

Whenever any notice is required by law, the Restated
Certificate of Incorporation or these Restated By-laws to be given to any director or stockholder, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

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ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. General.

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, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) (Proceeding) by reason of the fact that he
is or was a director or officer 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 (Indemnitee), against
expenses (including attorneys fees) and losses, claims, liabilities, judgments, fines and amounts paid in settlement
actually incurred by him in connection with such Proceeding (Losses) if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, that except as provided
in Section 6 of this Article VII, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding initiated by
such Indemnitee only if such Proceeding was authorized by the Board of Directors.

Section 2. Actions by or in the Right of the Corporation.

The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any Proceeding brought by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer 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 (also an Indemnitee) against expenses (including attorneys fees) and Losses actually incurred by him
in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in
respect of any claim, issue or matter as to which Delaware law expressly prohibits such indemnification by reason of an
adjudication of liability of such person to the Corporation unless and only to the extent that the Court of Chancery of the State
of Delaware or the court in which such action or suit was brought shall determine equitable under the circumstances.

Section 3. Indemnification in Certain Cases.

Notwithstanding any other provision of this Article VII, to the
extent that an Indemnitee has been wholly successful on the merits or otherwise in any Proceeding referred to in Sections 1 or 2
of this Article VII on any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys
fees) and Losses actually incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Corporation shall indemnify Indemnitee, against expenses (including attorneys fees) and Losses actually incurred by
Indemnitee in connection with each successfully resolved claim, issue or matter. In any review or Proceeding to determine such
extent of indemnification, the Corporation shall bear the burden of proving any lack of success and which amounts sought in
indemnity are allocable to claims, issues or matters which were not successfully resolved. For purposes of this Section 3 and
without limitation, the termination of any such claim, issue or matter by dismissal with or without prejudice shall be deemed to
be a successful resolution as to such claim, issue or matter.

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Section 4. Procedure.

(a)   Any
indemnification under Sections 1 and 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the Indemnitee is proper (except that the right of
Indemnitee to receive payments pursuant to Section 5 of this Article VII shall not be subject to this Section 4) in the
circumstances because he has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination shall
be made promptly, but in no event later than 90 days after receipt by the Corporation of Indemnitees written request for
indemnification. The Secretary of the Corporation shall, promptly upon receipt of Indemnitees request for indemnification,
advise the Board of Directors that Indemnitee has made such request for indemnification.

(b)   The
entitlement of Indemnitee to indemnification shall be determined in the specific case by a majority vote of a quorum of the Board
of Directors consisting of disinterested directors unless such a quorum is not obtainable or the Board of Directors, by the
majority vote of disinterested directors, directs that the determination shall be made by independent legal counsel.

(c)   In
the event the determination of entitlement is to be made by independent legal counsel, such independent legal counsel shall be
selected by the Board of Directors and approved by Indemnitee. Upon failure of the Board of Directors to so select such
independent legal counsel or upon failure of Indemnitee to so approve, such independent legal counsel shall be selected by the
American Arbitration Association in New York, New York or such other person as such Association shall designate to make such
selection.

(d)   If
the Board of Directors or independent legal counsel shall have determined that Indemnitee is not entitled to indemnification to
the full extent of Indemnitees request, Indemnitee shall have the right to seek entitlement to indemnification in accordance
with the procedures set forth in Section 6 of this Article VII.

(e)   If
the person or persons empowered pursuant to Section 4 (b) of this Article VII to make a determination with respect to entitlement
to indemnification shall have failed to make the requested determination within 90 days after receipt by the Corporation of such
request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be
absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for
indemnification or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by
law.

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(f)   The
termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect the rights of Indemnitee to indemnification hereunder except as may be
specifically provided herein, or create a presumption that Indemnitee did not act in good faith and in a manner which indemnitee
reasonably believed to be in or not opposed to the best interests of the Corporation or create a presumption that (with respect to
any criminal action or proceeding) Indemnitee had reasonable cause to believe that Indemnitees conduct was
unlawful.

(g)   For
purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if Indemnitees
action is based on the records or books of account of the Corporation or an affiliate, including financial statements, or on
information supplied to Indemnitee by the officers of the Corporation or an affiliate in the course of their duties, or on the
advice of legal counsel for the Corporation or an affiliate or on information or records given or reports made to the Corporation
or an affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by
the Corporation or an affiliate. The Corporation shall have the burden of establishing the absence of good faith. The provisions
of this Section 4(g) of this Article VII shall not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in these Restated By-Laws.

(h)   The
knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Corporation or an affiliate shall
not be imputed to Indemnitee for purposes of determining the right to indemnification under these Restated By-Laws.

Section 5. Advances for Expenses and Costs.

All expenses (including attorneys fees) incurred by or on
behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with
any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding within twenty days after
the receipt by the Corporation of a statement or statements from Indemnitee requesting from time to time such advance or advances
whether or not a determination to indemnify has been made under Section 4 of this Article VII. Indemnitees entitlement to
such advancement of expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking an adjudication
or award in arbitration pursuant to these Restated By-Laws. Such statement or statements shall reasonably evidence such expenses
incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a
written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified therefor pursuant to the terms of this Article VII.

Section 6. Remedies in Cases of Determination not to Indemnify or
to Advance Expenses.

(a)   In
the event that (i) a determination is made that Indemnitee is not entitled to indemnification hereunder, (ii) advances are not
made pursuant to Section 5 of this Article VII or (iii) payment has not been timely made following a determination of entitlement
to indemnification pursuant to Section 4 of this Article VII, Indemnitee shall be entitled to seek a final adjudication either
through an arbitration proceeding or in an appropriate court of the State of Delaware or any other court of competent jurisdiction
of Indemnitees entitlement to such indemnification or advance.

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(b)   In
the event a determination has been made in accordance with the procedures set forth in Section 4 of this Article VII, in whole or
in part, that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration referred to in paragraph (a)
of this Section 6 shall be de novo and Indemnitee shall not be prejudiced by reason of any such prior determination
that Indemnitee is not entitled to indemnification, and the Company shall bear the burdens of proof specified in Sections 3 and 4
of this Article VII in such proceeding.

(c)   If
a determination is made or deemed to have been made pursuant to the terms of Sections 4 or 6 of this Article VII that Indemnitee
is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding or arbitration in
the absence of (i) a misrepresentation of a material fact by Indemnitee or (ii) a final judicial determination that all or any
part of such indemnification is expressly prohibited by law.

(d)   To
the extent deemed appropriate by the court, interest shall be paid by the Corporation to Indemnitee at a reasonable interest rate
for amounts which the Corporation indemnifies or is obliged to indemnify Indemnitee for the period commencing with the date on
which Indemnitee requested indemnification (or reimbursement or advancement of expenses) and ending with the date on which such
payment is made to Indemnitee by the Corporation.

Section 7. Rights Non-Exclusive.

The rights of indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VII shall not be deemed exclusive of any other rights to which any person
seeking indemnification or advancement of expenses may be entitled under any law, certificate of incorporation, by-law, agreement,
vote of stockholders or resolution of directors or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

Section 8. 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 as 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 this Article VII.

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Section 9. Definition of Corporation.

For the purposes of this Article VII, references to the
Corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporations as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VII
with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the
same capacity.

Section 10. Survival of Rights.

The indemnification and advancement of expenses provided by, or
granted pursuant to this Article VII shall continue as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Indemnification of Employees and Agents of the Corporation.

The Corporation may, by action of the Board of Directors from
time to time, grant rights to indemnification and advancement of expenses to employees and agents of the Corporation with the same
scope and effect as the provisions of this Article VII with respect to the indemnification of directors and officers of the
Corporation.

ARTICLE VIII
GENERAL PROVISIONS

Section 1. Dividends.

Subject to the provisions of statute and the Restated
Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of
Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation,
unless otherwise provided by statute or the Restated Certificate of incorporation.

Section 2. Reserves.

Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its
absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any such reserve in the manner in which it was
created.

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Section 3. Seal.

The seal of the Corporation shall be in such form as shall be
approved by the Board of Directors.

Section 4. Fiscal Year.

The fiscal year of the Corporation shall be fixed, and once
fixed, may thereafter be changed, by resolution of the Board of Directors.

Section 5. Checks, Notes, Drafts, Etc.

All checks, notes, drafts or other orders for the payment of
money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of
Directors to make such designation.

Section 6. Execution of Contracts, Deeds, Etc.

The Board of Directors may authorize any officer or officers,
agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific
instances.

Section 7. Voting of Stock in Other Corporations.

Unless otherwise provided by resolution of the Board of
Directors, the Chairman of the Board or the President, from time to time, may (or may appoint one or more attorneys or agents to)
cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose
shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other
corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board or the President may instruct
the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board or the
President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of
the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary
or proper in the circumstances.

ARTICLE IX
AMENDMENTS

These Restated By-Laws may be altered, amended or repealed, in
whole or in part, or new By-laws may be adopted by either the affirmative vote of the holders of a majority of the outstanding
capital stock of the Corporation entitled to vote thereon or by the Board of Directors.

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