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EXHIBIT 3.2

AMENDED AND RESTATED
BY-LAWS
OF
UCBH HOLDINGS, INC.
(a Delaware corporation)

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 II
Meetings 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 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 meeting or
in a duly executed waiver thereof. The Board of Directors may also, in its sole
discretion determine that a meeting shall not be held at any place but may
instead be held solely by means of remote communication in accordance with the
Delaware General Corporation Law.

SECTION 2.Annual Meeting. The annual meetings of the stockholders shall
be held at such time as shall be designated from time to time by the Board of
Directors and stated in the notice of meeting. At each such annual meeting, 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.

SECTION 3.Special Meetings. Subject to the rights of the holders of any
class or series of preferred stock, special meetings of stockholders, unless
otherwise prescribed by statute or the Certificate of Incorporation, may only
be called, at any time, by the Chairman of the Board.

SECTION 4.Notice of Meetings. Except as otherwise expressly required by
statute, written notice of each annual and special meeting of stockholders
stating the place, if, any, date and hour of the meeting, the means of remote
communication, if any, by which stockholders and proxy holders may be deemed to
be present and vote at such meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be

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given to each stockholder of record entitled to vote thereat not less than
ten (10) nor more than sixty (60) days before the date of the meeting. Notice
shall be given personally, by a form of electronic transmission or by mail and,
if by mail, shall be sent in a postage prepaid envelope, addressed to the
stockholder at his or her address as it appears on the records of the
Corporation. Notice by facsimile or electronic mail to a stockholder shall be
deemed given at the time the same is directed to the facsimile number or
electronic mail address at which such stockholder has consented to receive
notice. Notice by mail shall be deemed given at the time when the same shall be
deposited in the United States mail, postage prepaid. 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, or shall provide a waiver by
electronic transmission. Neither the business to be transacted at, nor the
purpose of, an annual or special meeting of stockholders need be specified in
any written waiver of notice. Except as otherwise provided by statute, any
notice to stockholders shall be effective if given by a form of electronic
transmission consented to by the stockholder to whom the notice is given in
accordance with the Delaware General Corporation Law.

SECTION 5.List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address of 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 (10)
days prior to the meeting, either at a place within the city, town or village
where the meeting is to be held, which place shall be specified in the notice
of meeting, or, if not specified, at the place where the meeting is to be held.
The list shall 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 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 Certificate of Incorporation. Any
meeting of stockholders may be adjourned to any other time and to any other
place at which a meeting of stockholders may be held under these bylaws by a
majority of the stockholders present or represented at the meeting and entitled
to vote, although less than a quorum, or by any officer entitled to preside at
such meeting. It shall not be necessary to notify any stockholder of any
adjournment of less than thirty (30) days if the time and place of the
adjourned meeting is announced at the meeting at which adjournment is taken,
unless after the adjournment a new record date is fixed for the adjourned
meeting. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting.

SECTION 7.Organization. At each meeting of stockholders, the Chairman of
the Board, or, in his or her absence, such person as the Chairman shall
designate and appoint to act in his or her stead, shall act as Chairman of the
meetings. The Secretary or, in his or her

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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 8.Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the Chairman of the meeting.

SECTION 9.Voting. Except as otherwise provided by statute or the
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 or her name on the record of
stockholders of the Corporation:



| |                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) on the date fixed pursuant to the provisions of Section 14 of
this Article II of these bylaws 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.

When a quorum is present at any meeting, the 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, unless the
question is one upon which by express provision of statute or of the Amended
and Restated Certificate of Incorporation or of these bylaws, a different vote
is required, in which 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 or her proxy, if there be such proxy, and shall state the
number of shares voted. If authorized by the Board of Directors, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic submission, provided that any such electronic submission must either
set forth or be submitted with information from which it can be determined that
the electronic transmission was authorized by the stockholder or proxy holder.

SECTION 10.Proxies. Each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for him or her by a
proxy signed by such stockholder or his or her attorney-in-fact by (i)
transmitting or authorizing the transmission of a facsimile, or other means of
electronic transmission provided that such transmission either sets forth or is
submitted with information from which it can be determined that such
transmission was authorized by such stockholder, or (ii) by any other means
permitted by the Delaware General Corporation Law, but no proxy shall be voted
after three (3) 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 for so delivering such proxies.

SECTION 11.Inspectors. The Board of Directors shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any

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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 such
inspectors 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 or her ability. The inspectors shall (i) ascertain the number
of shares outstanding and the voting power of each, (ii) determine the shares
represented at a meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors. 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 12.Consent of Stockholders in Lieu of Meeting. Subject to the
rights of the holders of any class or series of preferred stock of the
Corporation, any action required or permitted to be taken by the stockholders
of the Corporation must be effected at an annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.

SECTION 13.Stockholder Meeting Proposals. The proposal of business to be
considered by the stockholders at an annual meeting of stockholders may be made
(i) pursuant to the Corporations notice of meeting, (ii) by or at the
direction of the Board of Directors, or (iii) by any stockholder of the
Corporation in accordance with applicable law pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholders
notice shall be delivered to or mailed and received not less than one hundred
twenty (120) calendar days prior to the date of the Corporations proxy
statement released to the stockholders in connection with the prior years
annual meeting. Such stockholders notice to the Secretary shall set forth (a)
as to the stockholder giving notice and the beneficial owner, if any on whose
behalf the proposal is made, (i) their name and record address, and (ii) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by each of them, and (b) a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder giving notice and the beneficial owner, if any, on whose behalf the
proposal is made. Only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporations notice of meeting or in accordance with the procedures set forth
in this Section. Nothing in this Section 13 shall be deemed to limit or
enlarge upon any rights of stockholders to request inclusion of proposals in
the Corporations proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the Exchange Act).

The Chairman of the meeting may, if the facts warrant, determine and
declare at the meeting that any proposal made at the meeting was not made in
accordance with the foregoing procedures and, in such event, the proposal shall
be disregarded. Any decision by the

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Chairman of the meeting shall be conclusive and binding upon all stockholders
of the Corporation for any purpose.

SECTION 14.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 right 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 precede the date upon which the
resolution fixing the record is adopted by the Board of Directors, and which
shall not be more than sixty nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any other action, unless
otherwise required by statute. 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.

SECTION 15.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 Delaware General
Corporation Law.

ARTICLE III
Board of Directors

SECTION 1.General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2.Number, Election and Term of Office. The authorized number of
directors constituting the Board of Directors shall be nine (9). A majority of
the entire Board of directors (as defined in Section 8 below) shall be
independent directors. An independent director means a person other than
an officer or employee of the Corporation or its subsidiaries or any other
individual having a relationship which, in the opinion of the Board of
Directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.

The number of directors may be changed, from time to time within the
limits, if any, specified in the Amended and Restated Certificate of
Incorporation, through an amendment of these bylaws. 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

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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 or residents of Delaware. In the
manner described in the following paragraph, directors shall be elected
annually by the stockholders. Each director shall hold office until his or her
successor shall have been elected and qualified, or until his or her death, or
until he or she shall have resigned, or have been removed.

The directors, other than those who may be elected by the holders of any
class or series of preferred stock, shall be divided, with respect to the time
for which they severally hold office, into three (3) classes, with the term of
office of the first class to expire at the first annual meeting of
stockholders, the term of office of the second class to expire at the annual
meeting of stockholders one (1) year thereafter and the term of office of the
third class to expire at the annual meeting of stockholders two (2) years
thereafter, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of stockholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual meeting
of stockholders after their election, with each director to hold office until
his on her successor shall have been duly elected and qualified.

SECTION 3.Place of Meetings. Meetings of the Board of Directors shall be
held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.

SECTION 4.Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
other time or place (within or without the State of Delaware) as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of
this Article III.

SECTION 5.Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for the regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting which would otherwise be held on
that day shall be held at the same hour on the next succeeding business day.
Notice of regular meetings of the Board of Directors need not be given except
as otherwise required by statute or these bylaws.

SECTION 6.Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board or by a majority of the members of
the Board (not including vacancies).

SECTION 7.Notice of Meetings. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 7, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these bylaws, the Amended and Restated
Certificate of Incorporation or the Delaware General Corporation Law, such
notice

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need not state the purposes of such meeting. Notice of each such meeting
shall be mailed, postage prepaid, to each director, addressed to him or her at
his or her residence or usual place of business, by first class mail, at least
two (2) days before the day on which such meeting is to be held, or shall be
sent addressed to him or her at such place by facsimile or other electronic
means, or be delivered to him or her personally or be given to him or her by
telephone or other similar means, at least twenty-four (24) hours before the
time at which such meeting is to be held. Notice of any such meeting need not
be given to any director who shall, either before or after the meeting, submit
a signed waiver of notice, a waiver by electronic transmission, or who shall
attend such meeting, except when he or she shall attend 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.

SECTION 8.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 Amended and Restated Certificate of Incorporation or these
bylaws, 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. As used in
these bylaws, the term entire Board of Directors means the total number of
directors which the Corporation would have if there were no vacancies. 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, shall 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.

SECTION 9.Organization. At each meeting of the Board of Directors, the
Chairman of the Board, shall act as Chairman of the meeting. The Secretary or,
in his or her absence, any person appointed by the Chairman of the meeting
shall act as secretary of the meeting and keep the minutes thereof.

SECTION 10.Resignations and Removal. Any director of the Corporation may
resign at any time by notice of his or her resignation given in writing or by
electronic transmission 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. Subject to the rights of holders of any series
of preferred stock outstanding, any director, or the entire Board of Directors,
may be removed from office at any time only for cause and only by the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of all of the then-outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (after giving effect to
Article Fourth of the Corporations Amended and Restated Certificate of
Incorporation), voting together as a single class.

SECTION 11.Vacancies. Subject to the rights, if any, of the holders of
any class or series of preferred stock then outstanding, any vacancy in the
Board of Directors, whether arising from death, resignation, removal, an
increase in the number of directors or any

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other cause, may be filled only by the vote of a majority of the directors
then in office, though may be less than a quorum, or by the sole remaining
director. Each director so chosen shall hold office for a term expiring at the
next annual meeting of stockholders, or until such directors successor shall
have been elected and qualified. If a director resigns, effective at a future
date, such director may vote to fill the vacancy.

SECTION 12.Compensation. The Board of Directors, upon recommendation of
any committee of the Board so empowered by the Board, shall have authority to
fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation in any capacity.

SECTION 13.Action by Consent. Unless restricted by the Amended and
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 or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of the proceedings of the Board of Directors or such committee, as
the, case may be. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

SECTION 14.Telephonic Meeting. Unless restricted by the Amended and
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 other
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 15.Nominations. Only persons who are nominated in accordance
with the procedures set forth in these bylaws shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of
the Corporation may be made at the direction of the Board of Directors or by
the Nominating Committee thereof or, to the extent authorized by applicable
law, by any stockholder of the Corporation who is a stockholder of record at
the time of notice provided for in this Section 15, who is entitled to vote for
the election of directors at the meeting and who complies with the notice
procedures set forth in this Section 15 and with applicable law.

Nominations, other than those made by or at the direction of the Board of
Directors or the Nominating Committee, shall only be made to the extent
authorized by applicable law and pursuant to timely notice by a stockholder in
writing to the Secretary of the Corporation. To be timely, a stockholders
notice shall be delivered or mailed to and received at the principal executive
offices of the Corporation not less than one hundred twenty (120) days prior to
the anniversary date of the prior years annual meeting; provided, however,
that in the event that less than seventy (70) days notice or prior disclosure
of the date of the meeting is given or made to the stockholders, notice by the
stockholder must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such stockholders
notice shall set forth (i) as to each nominee such information that is required
to be disclosed in solicitations of

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proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such persons written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected and a description of all arrangements or understandings
between such stockholder and each such nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by such stockholder); (ii) as to the stockholder giving the
notice, the name and address, as they appear on the Corporations books, of
such stockholder and the class and number of shares of the Corporations
capital stock that are owned beneficially and the class and number of shares of
the Corporations capital stock that are owned of record by such stockholder,
in each case both as of the date of such notice to the Secretary and as of the
record date for the meeting (if such record date shall have been made publicly
available and such notice is given after such record date); and (iii) as to the
beneficial owner, if any, on whose behalf the nomination is made, the name and
address, as they appear on the Corporations books, of such person and the
class and number of shares of the Corporations capital stock that are owned
beneficially and the class and number of shares of the Corporations capital
stock that are owned of record by such person, in each case both as of the date
of such notice to the Secretary and as of the record date for the meeting (if
such record date shall have been made publicly available and such notice is
given after such record date).

Notwithstanding anything in these bylaws to the contrary, no person shall
be eligible for election, or to serve, as a director of the Corporation, unless
nominated in accordance with the provisions of this Section 15. The Chairman of
the Board or other person presiding at the meetings shall determine in his or
her sole discretion whether a nomination was made in accordance with such
provisions and, if he or she should so determine, he or she shall so declare to
the meeting that a defective nomination shall be disregarded. Notwithstanding
any of the provisions of this Section 15, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to matters set forth in
this Section 15.

ARTICLE IV
Committees

SECTION 1.Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, 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. In addition, 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, she
or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Each such committee shall serve at the pleasure of the
Board of Directors and have such names and duties may be determined from time
to time by resolution adopted by the Board of Directors. Each committee shall
keep minutes of its meetings and report the same to the Board of Directors.

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SECTION 2.Audit Committee. The Board of Directors, by resolution adopted
by a majority of the entire Board, may designate one (1) or more directors to
constitute an Audit Committee, all of whom shall be independent directors.
The Audit Committee shall recommend the Corporations certified public
accountants for approval by the Board, and shall monitor the effectiveness of
the audit effort, the Corporations internal financial and accounting
organization and controls and financial reporting. The duties and procedures of
the Audit Committee shall be prescribed by the Board of Directors in the
committees charter which may be amended by the Board of Directors in its sole
discretion from time to time.

SECTION 3.Nominating Committee. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate one (1) or more
directors to constitute a Nominating Committee, a majority of whom shall be
independent. The Nominating Committee shall make recommendations to the Board
regarding the size and composition of the Board, establish procedures for the
nomination process, recommend candidates for election to the Board and nominate
officers for election by the Board. The duties and procedures of the Nominating
Committee shall be prescribed by the Board of Directors in the committees
charter which shall be adopted and may be amended by the Board of Directors in
its sole discretion from time to time.

SECTION 4.Human Resources Committee. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate one (1) or
more directors to constitute a Human Resources Committee, all of whom shall be
independent. The Human Resources Committee shall administer the Corporations
stock plans, including the review and grant of stock options to all eligible
employees under the Corporations existing stock option plans, and review and
approve salaries and other matters relating to compensation of the executive
officers of the Corporation. The duties and procedures of the Human Resources
Committee shall be prescribed by the Board of Directors in the committees
charter which shall be adopted and may be amended by the Board of Directors in
its sole discretion from time to time.

ARTICLE V
Officers

SECTION 1.Number and Qualifications. The officers of the Corporation
shall consist of either a Chief Executive Officer or a President, or both, a
Secretary, a Chief Financial Officer, and such other officers with such other
titles as the Board of Directors shall determine, including a Chairman of the
Board, and one or more Vice Presidents, Treasurers and Assistant Secretaries.
The Board of Directors may elect such other officers as it may deem
appropriate. Any two or more offices may be held by the same person and no
officer except the Chairman of the Board need be a director. Each officer shall
hold office until his or her successor shall have been duly elected and shall
have qualified, or until his or her death, or until he or she shall have
resigned or have been removed.

SECTION 2.Resignations and Removal.Any officer of the Corporation may
resign at any time by giving written notice of his or her resignation to the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become

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effective shall not be specified therein, at a time determined by the
Chairman or the Board. Unless otherwise specified herein, the acceptance of any
such resignation shall not be necessary to make it effective. Any officer of
the Corporation may be removed, either with or without cause, at any time, by
the Chairman by the Board of Directors. Except as the Chairman or the Board of
Directors may otherwise determine, no officer who resigns or is removed shall
have any right to any compensation as an officer for any period following his
or her resignation or removal, or any right to damages on account of such
removal, whether his or her compensation be by the month or by the year or
otherwise, unless such compensation is expressly provided in a duly authorized
written agreement with the Corporation.

SECTION 3.Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those of
President, Chief Financial Officer and Secretary. Each such successor shall
hold office for the unexpired term of his or her predecessor and until his or
her successor is elected and qualified, or until the earlier of his or her
death, resignation or removal.

SECTION 4.Chairman of the Board. The Board of Directors may elect a
Chairman of the Board, who shall be a member of the Board of Directors, and may
designate the Chief Executive Officer as Chairman of the Board. If the Board of
Directors elects a Chairman of the Board, he or she shall perform such duties
and possess such powers as are assigned to him or her by the Board of Directors
and, if present, preside at all meetings of the stockholders and the Board of
Directors.

SECTION 5.Chief Executive Officer. The Chief Executive Officer shall be
the senior executive officer of the Corporation and, if a Chairman shall not
have been elected, shall preside at each meeting of the Board of Directors or
of the stockholders. The Chief Executive Officer shall, subject to the
supervision of the Board of Directors perform all duties incident to the
office of Chief Executive Officer and such other duties as may from time to
time be assigned to him or her by the Board of Directors.

SECTION 6.The President. Unless the Board of Directors shall separately
elect a Chief Executive Officer, the President shall be the Chief Executive
Officer. If a Chief Executive Officer has been separately elected but is
absent, the President shall perform the duties of the Chief Executive Officer.
If a Chief Executive Officer has been separately elected and is not absent, the
President shall, subject to the control of the Board of Directors and such
supervisory powers, if any, as may be given by the Board of Directors to the
Chief Executive Officer, perform all duties incident to the office of President
and such other duties as may from time to time be assigned to him or her by the
Board of Directors.

SECTION 7.Chief Financial Officer. The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained, adequate and correct books
and records of accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall deposit all moneys and other valuables
in the

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name and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors. He or she shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall render to
the President, the Chief Executive Officer, or the Board of Directors, upon
request, an account of all his or her transactions as Chief Financial Officer
and of the financial condition of the Corporation, and shall have other powers
and perform such other duties as may be prescribed by the Board of Directors or
the Bylaws.

SECTION 8.Vice President. Each Vice President shall perform all such
duties as from time to time may be assigned to him or her by the Board of
Directors, or the Chief Executive Officer, if any, or the President.

SECTION 9.Treasurer. The Treasurer, or if there shall be more than one,
the Treasurers in the order determined by the Board of Directors (or if there
be no such determination, then in the order of their election), shall, in the
absence of the Chief Financial Officer or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the Chief
Financial Officer and shall perform such other duties as from time to time may
be assigned by the Board of Directors or the Chief Financial Officer.

SECTION 10.Secretary. The Secretary shall keep, or cause to be kept, at
the principal executive office of the Corporation or such other place as the
Board of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show
the time and place of each meeting, the name of those present at directors
meetings or committee meetings, the number of shares present or represented at
stockholders meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive
office of the Corporation or at the office of the Corporations transfer agent
or registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors required to be given by law or
by these Bylaws. He or she shall keep the seal of the Corporation, if one be
adopted, in safe custody and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by these Bylaws.

SECTION 11.The Assistant Secretary.The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be, no such determination, then in the order of
the election), shall, in the absence of the Secretary or in the event of his or
her inability or refusal to act, perform the duties and exercise the powers of
the Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

SECTION 12.Officers Bonds or Other Security. If required by the Board
of Directors, an officer of the Corporation shall give a bond or other security
for the faithful performance of his or her duties, in such amount and with such
surety as the Board of Directors

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may require.

SECTION 13.Compensation. The compensation of the executive officers of
the Corporation for their services as such officers shall be fixed from time to
time by the Board of Directors, based upon recommendations of the Chief
Executive Officer. An officer of the Corporation shall not be prevented from
receiving compensation by reason of the fact that he or she is also a director
of the Corporation.

ARTICLE VI
Stock Certificates and Their Transfer

SECTION 1.Stock Issuance. Unless otherwise voted by the stockholders and
subject to the provisions of the Amended and Restated Certificate of
Incorporation and applicable law, the whole or any part of any unissued balance
of the authorized capital stock of the Corporation or the whole or any part, of
any unissued balance of the authorized capital stock of the Corporation held in
its treasury may be issued, sold, transferred or otherwise disposed of by vote
of the Board of Directors in such manner, for such consideration and on such
terms as the Board of Directors may determine.

SECTION 2.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 Chief Executive Officer, the
President or a Vice President and by the Chief Financial Officer or the
Treasurer or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such stockholder 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 Delaware General Corporation Law, 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.

SECTION 3.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 or she were such officer, transfer agent or registrar at
the date of issue.

SECTION 4.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

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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 or
her legal representative, to give the Corporation an affidavit of lost
certificate or a bond in such sum as it may deem 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 5.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, 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 6.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 7.Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.

ARTICLE VII
Limitation of Liability, Indemnification and
Advancement of Expenses of Directors and Officers

SECTION 1.Indemnification of Directors and Officers. The Corporation
shall, to the maximum extent and in the manner permitted by the General
Corporation Law of Delaware, indemnify each of its directors and officers
against expenses (including attorneys fees), judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was an agent
of the Corporation. For purposes of this Section 1, a director or officer
of the Corporation includes any person (a) who is or was a director or officer
of the Corporation, (b) who is or was serving at the request of the corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, or (c) who was a director or officer of a
Corporation which was a predecessor corporation of the Corporation or of
another enterprise at the request of such predecessor corporation.

SECTION 2.Indemnification of Others.The Corporation shall have the
power, to the maximum extent and in the manner permitted by the General
Corporation Law of Delaware, to indemnify each of its employees and agents
(other than directors and officers) against expenses (including attorneys
fees), judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact

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that such person is or was an agent of the Corporation. For purposes of
this Section 2, an employee or agent of the Corporation (other than a
director or officer) includes any person (a) who is or was an employee or agent
of the Corporation, (b) who is or was serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or (c) who was an employee or agent of a corporation
which was a predecessor corporation of the Corporation or of another enterprise
at the request of such predecessor corporation.

SECTION 3.Payment of Expenses in Advance. Expenses incurred in defending
any action or proceeding for which indemnification is required pursuant to
Section 1 or for which indemnification is permitted pursuant to Section 2
following authorization thereof by the Board of Directors shall be paid by the
Corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of the indemnified party to
repay such amount if it shall ultimately be determined that the indemnified
party is not entitled to be indemnified as authorized in this Article VII.

SECTION 4.Indemnity Not Exclusive. The indemnification described in this
Article VII shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, to the extent that such additional rights to indemnification are
authorized in the Certificate of Incorporation and permitted by applicable law.
The Board of Directors may authorize the Corporation to enter into indemnity
agreements with the members of the Board, officers, and/or agents of the
Corporation, as the Board deems necessary or appropriate in its discretion.

SECTION 5.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 or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article VII.

ARTICLE VIII
General Provisions

SECTION 1.Dividends. Subject to the provisions of applicable law and the
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 applicable law or the Amended and
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, thinks proper as a reserve or reserves

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to meet contingencies or for such other purpose as the Board of Directors
may think conducive to the interest of the Corporation. The Board of Directors
may modify or abolish any such reserves in the manner in which they were
created.

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.Check, 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 agreements,
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,
the Chief Executive Officer, 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 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 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, the Chief Executive Officer, if one is elected and
acting, 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 bylaws may be amended or repealed, in whole or in part, or new
bylaws adopted by a majority of the entire Board of Directors.

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