**PEPSIAMERICAS, INC.****AMENDED AND RESTATED BY-LAWS****ARTICLE I****MEETINGS OF STOCKHOLDERS**     Section 1. Beginning with the 2000 annual meeting, annual meetings of stockholders for theelection of directors and for the transaction of such other business as may come before the meetingshall be held on the first Thursday of May at 10:30 A.M., at Chicago, Illinois, or on such otherdate or at such other time or place, whether within or without the State of Delaware, as shall bedesignated by the Board of Directors.     Section 2. At any annual or special meeting of the stockholders, only such business shall beconducted as shall have been brought before the meeting (a) by or at the direction of the Board ofDirectors or (b) by any stockholder of the Corporation who complies with the notice procedures setforth in this Section 2. For business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writing to the Secretary ofthe Corporation. To be timely, in the case of an annual meeting, a stockholder’s notice must bedelivered to or mailed and received at the principal executive offices of the Corporation not lessthan 60 days nor more than 90 days prior to the meeting; provided, however, that in the event thatless than 70 days’ notice or prior public disclosure of the date of the meeting is given or made tothe stockholders, notice by the stockholder to be timely must be received not later than the closeof business on the 10th day following the day on which such notice of the date of the annualmeeting was mailed or such public disclosure was made.     In the case of a special meeting requested by a stockholder, such stockholder must providenotice in accordance with the following sentence at the time of such request. A stockholder’snotice to the Secretary shall be set forth as to each matter the stockholder proposes to bringbefore the annual or special meeting, as the case may be, (a) a brief description of the businessdesired to be brought before such meeting and the reasons for conducting such business at suchmeeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholderproposing such business, (c) the class and number of shares of the Corporation which arebeneficially owned by the stockholder and (d) any material interest of the stockholder in suchbusiness. Notwithstanding anything in these By-Laws to the contrary, no business shall be conductedat an annual or special meeting except in accordance with the procedures set forth in this Section2. The chairman of any annual or special meeting shall, if the facts warrant, determine and declareto the meeting that business was not properly brought before the meeting and in accordance with theprovisions of this Section 2, and if he should so determine, he shall so declare to the meeting andany such business not properly brought before the meeting shall not be transacted.     Section 3. Special meetings of the stockholders, for any purpose or purposes, unlessotherwise prescribed by law or by the Certificate of Incorporation, may be called by the Chairmanand shall be called by him or by the Secretary at the request of (i) a majority of the
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Board of Directors or (ii) any stockholder which, individually or together with any otherentity in which such stockholder has a 20% or greater equity or other ownership interest, owns 20%or more of the issued and outstanding securities of the Corporation entitled to vote generally inthe election of directors of the Corporation, provided that such request shall state the purpose orpurposes of the proposed meeting and in the case of a request by a stockholder, shall also complywith the provisions of Section 2 of this Article 1. Special meetings may be held at such time andplace and for such purposes as shall be stated in the notice issued by the Chairman or theSecretary calling the meeting, provided that in the case of a special meeting requested by astockholder, such special meeting shall take place not later than 70 days from the date of receiptof proper notice from such stockholder requesting the meeting. In the case of a special meetingrequested by a stockholder, the Board of Directors shall fix a record date for stockholdersentitled to vote at the special meeting, which record date shall be not later than 10 days fromreceipt of proper notice from such stockholder requesting the meeting, subject to compliance withthe applicable regulations of any exchange on which the Corporation’s securities are listed.     Section 4. Nominations of persons for election to the Board of Directors of the Corporationmay be made at a meeting of stockholders (a) by or at the direction of the Board of Directors or(b) by any stockholder of the Corporation entitled to vote for the election of directors at themeeting who complies with the notice procedures set forth in this Section 4.     Nominations by stockholders shall be made pursuant to timely notice in writing to theSecretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailedand received at the principal executive offices of the Corporation not less than 60 days nor morethan 90 days prior to the meeting; provided, however, that in the event that less than 70 days’notice or prior public disclosure of the date of the meeting is given or made to stockholders,notice by the stockholder to be timely must be so received not later than the close of business onthe 10th day following the day on which such notice of the date of the meeting was mailed or suchpublic disclosure was made. Such stockholder’s notice shall set forth (a) as to each person whomthe stockholder proposes to nominate for election or reelection as a director, all informationrelating to such person that is required to be disclosed in solicitations of proxies for theelection of directors, or is otherwise required, in each case pursuant to Regulation 14A under theSecurities Exchange Act of 1934, as amended (including such person’s written consent to being namedin the proxy statement as a nominee and to serving as a director if elected); and (b) as to thestockholder giving the notice (i) the name and address, as they appear on the Corporation’s books,of such stockholder and (ii) the class and number of shares of the Corporation which arebeneficially owned by such stockholder.     At the request of the Board of Directors any person nominated by the Board of Directors forelection as a director shall furnish to the Secretary of the Corporation that information requiredto be set forth in a stockholder’s notice of nomination which pertains to the nominee. No personshall be eligible for election as a director of the Corporation unless nominated in accordance withthe procedures set forth in these By-Laws. The chairman of the meeting shall, if the facts warrant,determine and declare to the meeting that a nomination was not made in accordance with theprocedures prescribed in this Section 4, and if he should so determine, he shall so declare to themeeting and the defective nomination shall be disregarded.
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     Section 5. Unless waived, written notice of the date, place, and time of the holding of eachannual and special meeting of the stockholders and, in the case of a special meeting, the purposeor purposes thereof, shall be given personally or by mail in a postage prepaid envelope to eachstockholder entitled to vote at such meeting, not less than ten nor more than sixty days before thedate of such meeting, and, if mailed, it shall be directed to such stockholder at his address as itappears on the records of the Corporation.     Section 6. The officer who has charge of the stock ledger of the Corporation shall prepareand make before every meeting of stockholders a complete list of the stockholders as of the recorddate entitled to vote at the meeting, arranged in alphabetical order, and showing the address ofeach stockholder and the number of shares registered in the name of each stockholder. Such listshall be open to the examination of any stockholder, for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten days prior to the meeting, either at a placewithin the city where the meeting is to be held, which place shall be specified in the notice ofthe meeting, or, if not so specified, at the place where the meeting is to be held. The list shallalso be produced and kept at the time and place of the meeting during the whole time thereof, andmay be inspected by any stockholder who is present.     Section 7. The Board may, in advance of any meeting of stockholders, appoint one or moreinspectors to act at such meeting, or any adjournment thereof. If the inspectors shall not be soappointed or if any of them shall fail to appear or act, the chairman of the meeting may, and onthe request of any stockholder entitled to vote thereat shall, appoint inspectors. Each inspector,before entering upon the discharge of his duties, shall take and sign an oath faithfully to executethe duties of inspector at such meeting with strict impartiality and according to the best of hisability. The inspectors shall determine the number of shares outstanding and the voting power ofeach, the number of shares represented at the meeting, the existence of a quorum, the validity andeffect of proxies, and shall receive votes, ballots or consents, hear and determine all challengesand questions arising in connection with the right to vote, count and tabulate all votes, ballotsor consents, determine the result, and do such acts as are proper to conduct the election or votewith fairness to all stockholders. On request of the chairman of the meeting or any stockholderentitled to vote thereat, the inspectors shall make a report in writing of any challenge, requestor 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 inspector of an election ofdirectors. Inspectors need not be stockholders.     Section 8. At each meeting of the stockholders the Chairman or, in his absence or inabilityto act, the Vice Chairman, or in his absence or inability to act, the Chief Executive Officer, orin his absence or inability to act, the President shall act as chairman of the meeting. TheSecretary or, in his absence or inability to act, the Assistant Secretary or any person appointedby the chairman of the meeting shall act as secretary of the meeting and keep the minutes thereof.The order of business at all meetings of the stockholders shall be as determined by the chairman ofthe meeting.     Section 9. Except as otherwise provided by law or the Certificate of Incorporation, at allmeetings of the stockholders fifty-one per cent of the votes of the shares of stock of the
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Corporation issued and outstanding and entitled to vote shall be present in person or by proxyto constitute a quorum for the transaction of any business, provided that (except as aforesaid)when stockholders are required to vote by class or series, fifty-one per cent of the votesrepresented by the issued and outstanding shares of the appropriate class or series shall bepresent in person or by proxy. In the absence of a quorum, the holders of a majority of the votesof the shares of stock present in person or by proxy and entitled to vote may adjourn the meetingfrom time to time. Unless the Board shall fix after the adjournment a new record date for anadjourned meeting, notice of such adjourned meeting need not be given, except as hereinafterprovided, if the time and place to which the meeting shall be adjourned were announced at themeeting at which the adjournment is taken. If the adjournment is for more than thirty days, or ifafter the adjournment a new record date is fixed for the adjourned meeting, a notice of theadjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Atthe adjourned meeting the Corporation may transact any business which might have been transacted atthe original meeting.     Section 10. Except as otherwise provided by law, the Certificate of Incorporation, or anycertificate filed by the Corporation in the State of Delaware pursuant to Section 151 (or anysuccessor provisions) of the General Corporation Law of the State of Delaware, each holder ofrecord of shares of stock of the Corporation having voting power shall be entitled at each meetingof the stockholders to one vote for every share of such stock standing in his name on the record ofstockholders of the Corporation on the date fixed by the Board as the record date for thedetermination of the stockholders who shall be entitled to notice of and to vote at such meeting.     Each stockholder entitled to vote at any meeting of stockholders may authorize another personor persons to act for him by proxy signed by such stockholder or his attorney-in-fact. Any suchproxy shall be delivered to the secretary of such meeting at or prior to the time designated in theorder of business for so delivering such proxies. No proxy shall be valid after the expiration ofthree years from the date thereof, unless otherwise provided in the proxy. A proxy shall berevocable at the pleasure of the stockholder executing it, except in those cases where anirrevocable proxy is permitted by law. Except as otherwise provided by law, the Certificate ofIncorporation, or these By-Laws, any corporate action to be taken by vote of the stockholders shallbe authorized by the affirmative vote of a majority of the shares of stock present in person orrepresented by proxy at the meeting and entitled to vote on the matter, or when stockholders arerequired to vote by class or series by the affirmative vote of a majority of the shares of stock ofthe appropriate class or series present in person or represented by proxy at the meeting andentitled to vote on the matter. Unless required by law or determined by the chairman of the meetingto be advisable, the vote on any question need not be by written ballot. On a vote by writtenballot, each ballot shall be signed by the stockholder voting, or by his proxy, and shall state thenumber of shares voted.**ARTICLE II****BOARD OF DIRECTORS**     Section 1. The business and affairs of the Corporation shall be managed by the Board ofDirectors. The Board may exercise all such authority and powers of the Corporation and do all
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such lawful acts and things as are not by law or the Certificate of Incorporation directed orrequired to be exercised or done by the stockholders.     Section 2. The number of directors of the Corporation shall be such number of persons, notless than three (3), as shall from time to time be fixed by resolution of two-thirds of the wholeBoard. Directors need not be stockholders.     Except as otherwise provided by law, the Certificate of Incorporation, or these By-Laws, thedirectors shall be elected at the annual meeting of the stockholders, and each nominee receiving amajority of the votes cast with respect to that nominee at such election shall be elected, providedthat in the case of a contested election, the nominees receiving a plurality of the votes cast atsuch election shall be elected. For the purposes of this section, a majority of the votes castmeans that the number of shares voted “for” a director nominee must exceed the number of votes cast“against” that director nominee. For the purposes of this section, an election shall be considered“contested” if the number of properly and timely nominated nominees, in accordance with theseBy-laws, exceeds the number of directors to be elected.     Directors shall hold office until their respective successors shall have been duly elected andqualified, or until death, resignation, or removal, as hereinafter provided in these By-Laws, or asotherwise provided by law or the Certificate of Incorporation. The Board shall elect one of itsmembers as Chairman, and may also elect from one of its members a Vice Chairman.     Section 3. The Chairman, if present, shall preside at all meetings of the Board. He shallserve as Chairman of the Executive Committee of the Board and be a member of such other committeesof the Board as shall be determined by the Board at the time of the creation or the election of themembers of any such committees.     Section 4. The Chairman shall have the powers and duties usually and customarily associatedwith the position of a non-executive Chairman. The Chairman shall have such other powers and dutiesas may be assigned to him by the Board. In his capacity as Chairman, he shall not necessarily be anofficer of the Corporation but he shall be eligible to serve, in addition, as an officer pursuantto Article IV of these By-Laws.     Section 5. The Vice Chairman may act in the Chairman’s absence or inability to act, and insuch circumstances, he shall have the powers and duties of the Chairman. In his capacity as ViceChairman, he shall not necessarily be an officer of the Corporation but he shall be eligible toserve, in addition, as an officer pursuant to Article IV of these By-Laws.     Section 6. Meetings of the Board may be held at such place, either within or without theState of Delaware, as the Board may from time to time determine or as shall be specified in thenotice or waiver of notice of such meeting.     Section 7. Regular meetings of the Board may be held without notice at such time and place asthe Board may from time to time determine.     Section 8. Special meetings of the Board may be called by two or more directors of theCorporation or by the Chairman or the Secretary.
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     Section 9. Notice of each special meeting of the Board shall be given by the Secretary ashereinafter provided in this Section, in which notice shall be stated the time and place of themeeting. Notice of each such meeting shall be delivered to each director either personally or bytelephone, telegraph, cable, or similar means, at least twenty-four hours before the time at whichsuch meeting is to be held or mailed by first-class mail, postage prepaid, addressed to thedirector at his residence or usual place of business, at least three days before the day on whichsuch 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 or who shall attend suchmeeting without protesting, prior to or at its commencement, the lack of notice to such director.Except as otherwise specifically required by these By-Laws, a notice or waiver of notice of anyregular or special meeting need not state the purpose of such meeting.     Section 10. Subject to Section 16 of this Article, one-third of the entire Board shall bepresent in person at any meeting of the Board in order to constitute a quorum for the transactionof business at such meeting, and, except as otherwise expressly required by law, the Certificate ofIncorporation or these By-Laws, the act of a majority of the directors present at any meeting atwhich a quorum is present shall be the act of the Board. In the absence of a quorum at any meetingof the Board, a majority of the directors present thereat may adjourn such meeting to another timeand place, or such meeting need not be held. At any adjourned meeting at which a quorum is present,any business may be transacted which might have been transacted at the meeting as originallycalled. Except as otherwise provided in this Article II, the directors shall act only as a Boardand the individual directors shall have no power as such.     Section 11. Any director of the Corporation may resign at any time by giving a written noticeof resignation to the Board, the Chairman or the Secretary. Any such resignation shall take effectat the time specified therein or, if the time when it shall become effective shall not be specifiedtherein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance ofsuch resignation shall not be necessary to make it effective.     Section 12. Vacancies or newly created directorships resulting from an increase in theauthorized number of directors may be filled by a majority of the directors then in office, thoughless than a quorum, and the directors so chosen shall hold office until their successors are dulyelected and shall qualify. If, at the time of filling any vacancy or any newly createddirectorship, the directors then in office shall constitute less than a majority of the whole Board(as constituted immediately prior to any such increase), the Court of Chancery may, uponapplication of any stockholder or holder or holders of at least ten percent of the votes of theshares at the time outstanding having the right to vote for such directors, summarily order anelection to be held to fill any such vacancies or newly created directorships, or to replace thedirectors chosen by the directors then in office. Except as otherwise provided in these By-Laws,when one or more directors shall resign from the Board, effective at a future date, a majority ofthe directors then in office, including those who have so resigned, shall have power to fill suchvacancy or vacancies, the vote thereon to take effect when such resignation or resignations shallbecome effective, and each director so chosen shall hold office as provided in this Section 12 inthe filling of other vacancies.     Section 13. Except as otherwise provided in the Certificate of Incorporation or theseBy-Laws, any director may be removed, either with or without cause, at any time, by the affirmative
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vote of a majority of the votes of the issued and outstanding stock entitled to vote for theelection of directors of the Corporation given at a special meeting of the stockholders called andheld for such purpose; and the vacancy in the Board caused by any such removal may be filled bysuch stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, as inthese By-Laws provided.     Section 14. The Board shall have authority to fix the compensation, including fees andreimbursement of expenses, of directors for services to the Corporation in any capacity, providedthat no such payment shall preclude any director from serving the Corporation in any other capacityand receiving compensation therefor.     Section 15. Any action required or permitted to be taken at any meeting of the Board or ofany committee thereof may be taken without a meeting if all members of the Board or committee, asthe case may be, consent thereto in writing, and the writing or writings are filed with the minutesof proceedings of the Board or committee. Members of the Board or of any committee designated bythe Board may participate in a meeting of such Board or committee by means of conference telephoneor similar communications equipment by means of which all persons participating in the meeting canhear each other and participation in a meeting pursuant to this procedure shall constitute presencein person at such meeting.     Section 16. The issuance of preferred stock by the Corporation shall require the approval oftwo-thirds of the whole Board.**ARTICLE III****COMMITTEES OF THE BOARD**     Section 1. The Board of Directors may, by resolution adopted by two-thirds of the wholeBoard, designate an Executive Committee to exercise, subject to applicable provisions of law, allthe powers of the Board in the management of the business and affairs of the Corporation when theBoard is not in session, including without limitation the power to declare dividends and toauthorize the issuance of the Corporation’s capital stock, and may, by resolution similarlyadopted, designate one or more other committees. The Executive Committee and each such othercommittee shall consist of two or more directors of the Corporation. The Board may designate one ormore directors as alternate members of any committee, who may replace any absent or disqualifiedmember at any meeting of the committee. Any such committee, other than the Executive Committeewhose powers are expressly provided for herein, may to the extent permitted by law exercise suchpowers and shall have such responsibilities as shall be specified in the designating resolution. Inthe absence or disqualification of any member of such committee or committees, the member ormembers thereof present at any meeting and not disqualified from voting, whether or notconstituting a quorum, may unanimously appoint another member of the Board to act at the meeting inthe place of any such absent or disqualified member. Each committee shall keep written minutes ofits proceedings and shall report such proceedings to the Board when required.     Section 2. (a) The Board of Directors shall designate an Affiliated Transaction Committee.The Affiliated Transaction Committee shall review, consider and pass upon any
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Affiliated Transaction, and no such transaction shall be effected without the concurrence ofthe Affiliated Transaction Committee. The Affiliated Transaction Committee shall have the powers to(i) negotiate with the representatives of any party to an Affiliated Transaction; (ii) requireapproval of an Affiliated Transaction by a vote of the stockholders of the Corporation which may begreater than or in addition to any vote required by law; and (iii) engage Independent Advisers atthe reasonable expense of the Corporation, and without prior approval of the Corporation, to assistin its review and decision regarding any Affiliated Transaction.     (b) The Affiliated Transaction Committee shall consist of at least three IndependentDirectors, with each other Independent Director being an alternate member if any committee memberis unable or unwilling to serve.     (c) For the purposes of the foregoing Article III, Section 2, the following definitions shallapply:          (i) “Corporation” means the Corporation or any company in which the Corporation has more than50% of the voting power in the election of directors or in which it has the power to elect amajority of the Board of Directors.          (ii) “PepsiCo, Inc.“means PepsiCo, Inc. or any company in which PepsiCo, Inc. has more than50% of the voting power in the election of directors or in which it has the power to elect amajority of the Board of Directors.          (iii) “Affiliate” means any entity (other than the Corporation) in which PepsiCo, Inc. has a20% or greater equity or other ownership interest, or any entity controlled directly or indirectlyby such Affiliate. Notwithstanding the above, no entity shall be an Affiliate solely by virtue ofthe rights granted to PepsiCo, Inc. pursuant to a bottling contract.          (iv) “Affiliated Transaction” means any proposed merger or consolidation with, purchase of anequity interest in, or purchase of assets other than in the ordinary course of business from anAffiliate, and which transaction has an aggregate value exceeding $10 million; provided, however,that any such merger, consolidation, or purchase which constitutes a “Permitted Acquisition” underthe Amended and Restated Shareholder Agreement between the Corporation and PepsiCo, Inc., dated asof November 30, 2000 (as it may be amended from time to time, the “Shareholders Agreement”), shallnot constitute an Affiliated Transaction for purposes of this Article III, Section 2.          (v) “Independent Directors” means any member of the Corporation’s Board of Directors who (i)is not, and for the past two years has not been, an officer, director or employee of PepsiCo, Inc.or (other than serving as a director of the Corporation) an Affiliate; (ii) does not own in excessof 1% of the shares of PepsiCo, Inc.; and (iii) own any equity or other ownership interest in anentity (except as permitted by the preceding (ii) and other than in the Corporation) which is aparty to the Affiliated Transaction.          (vi) “Independent Adviser” means any legal or financial adviser or other expert (i) that hasnot represented or provided services to PepsiCo, Inc. during the past calendar year, or (ii)notwithstanding (i) above, that the Affiliated Transaction Committee (as defined herein)
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determines, after due inquiry, is able to represent it in an independent manner not adverse tothe interests of the Corporation and its stockholders.     Section 3. A majority of any committee may determine its action and fix the time and place ofits meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given toeach member of the committee in the manner provided for in Article II, Section 9. The Board shallhave power at any time to fill vacancies in, to change the membership of, or to dissolve any suchcommittee. Nothing herein shall be deemed to prevent the Board from appointing one or morecommittees consisting in whole or in part of persons who are not directors of the Corporation;provided, however, that no such committee shall have or may exercise any authority of the Board.**ARTICLE IV****OFFICERS**     Section 1. The officers of the Corporation shall consist of the Chief Executive Officer, thePresident, one or more Vice Presidents, the Treasurer, the Controller and the Secretary. Any two ormore offices may be held by the same person. Each such officer shall be elected from time to timeby the Board of Directors to hold office until his successor shall have been duly elected and shallhave qualified, or until his death, or until he shall have resigned, or have been removed, ashereinafter provided in these By-Laws. The Board may from time to time elect, or the ChiefExecutive Officer may appoint, such other officers (including one or more Assistant VicePresidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and suchagents, as may be necessary or desirable for the conduct of the business of the Corporation. Suchother officers and agents shall have such duties and shall hold their offices for such terms asshall be provided in these By-Laws or as may be prescribed by the Board or by the Chief ExecutiveOfficer.     Section 2. Any officer or agent of the Corporation may resign at any time by giving writtennotice of his resignation to the Board, the Chief Executive Officer, or the Secretary. Any suchresignation shall take effect at the time specified therein or, if the time when it shall becomeeffective shall not be specified therein, immediately upon its receipt; and, unless otherwisespecified therein, the acceptance of such resignation shall not be necessary to make it effective.     Section 3. Any officer or agent of the Corporation may be removed, either with or withoutcause, at any time, by the vote of a majority of the whole Board at any meeting of the Board, or,except in the case of an officer or agent elected by the Board, by the Chief Executive Officer.Such removal shall be without prejudice to the contractual rights, if any, of the person soremoved.     Section 4. A vacancy in any office, whether arising from death, resignation, removal or anyother cause, may be filled for the unexpired portion of the term of the office which shall bevacant in the manner prescribed in these By-Laws for the regular election or appointment of suchoffice.
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     Section 5. The Chief Executive Officer shall have the primary responsibility for and thegeneral control and management of all of the business and affairs of the Corporation, under thedirection of the Board. He shall have power to select and appoint all necessary officers andemployees of the Corporation except such officers as under these By-Laws are to be elected by theBoard, to remove all appointed officers or employees whenever he shall deem it necessary, and tomake new appointments to fill the vacancies. He shall have the power of suspension from office forcause of any elected officer, which shall be forthwith declared in writing to the Board.     Whenever in his opinion it may be necessary, he shall define the duties of any officer oremployee of the Corporation which are not prescribed in the By-Laws or by resolution of the Board.He shall have such other authority and shall perform such other duties as may be assigned to him bythe Board. In the absence of the Chairman, or the Vice Chairman, the Chief Executive Officer shallpreside at meetings of the stockholders and of the directors.     Section 6. The President shall be the chief operating officer of the Corporation and shallhave such authority and perform such duties relative to the business and affairs of the Corporationas may be delegated to him by the Board or the Chief Executive Officer. In the absence of theChairman, Vice Chairman and the Chief Executive Officer, the President shall preside at meetings ofthe stockholders and of the directors.     Section 7. Each Vice President and each Assistant Vice President shall have such powers andperform all such duties as from time to time may be assigned to him by the Board, the ChiefExecutive Officer, the President or the senior officer to whom he reports.     Section 8. The Treasurer shall exercise general supervision over the receipt, custody anddisbursement of corporate funds. He shall have such further powers and duties and shall be subjectto such directions as may be granted or imposed upon him from time to time by the Board or theChief Executive Officer.     Section 9. The Controller shall be the chief accounting officer of the Corporation and shallmaintain adequate records of all assets, liabilities and transactions of the Corporation; he shallestablish and maintain internal accounting controls and, in cooperation with the independent publicaccountants selected by the Board, shall supervise internal auditing. He shall have such furtherpowers and duties as may be conferred upon him from time to time by the Board or the ChiefExecutive Officer.     Section 10. The Secretary shall keep or cause to be kept in one or more books provided forthat purpose, the minutes of all meetings of the Board, the committees of the Board and thestockholders; he shall see that all notices are duly given in accordance with the provisions ofthese By-Laws and as required by law; he shall be custodian of the records and the seal of theCorporation and affix and attest the seal to all stock certificates of the Corporation (unless theseal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) andaffix and attest the seal to all other documents to be executed on behalf of the Corporation underits seal; he shall see that the books, reports, statements, certificates and other documents andrecords required by law to be kept and filed are properly kept and filed; and in general, he shallperform all the duties incident to the office of Secretary and such other duties as from time totime may be assigned to him by the Board or the Chief Executive Officer.
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     Section 11. Any Assistant Secretary, Assistant Treasurer, or Assistant Controller elected orappointed as heretofore provided, shall perform the duties and exercise the powers of theSecretary, Treasurer and Controller, respectively, in their absence or inability to act, and shallperform such other duties and have such other powers as the Board, the Chief Executive Officer, theSecretary, Treasurer, or Controller (as the case may be), may from time to time prescribe.     Section 12. If required by the Board, any officer of the Corporation shall give a bond orother security for the faithful performance of his duties in such amount and with such surety orsureties as the Board may specify.     Section 13. The compensation of the officers of the Corporation for their services as suchofficers shall be fixed from time to time by the Board; provided, however, that the Board may byresolution delegate to the Chief Executive Officer the power to fix compensation of nonelectedofficers and agents appointed by him. An officer of the Corporation shall not be prevented fromreceiving compensation by reason of the fact that he is also a director of the Corporation, but anysuch officer who shall also be a director shall not have any vote in the determination of theamount of compensation paid to him.**ARTICLE V****INDEMNIFICATION AND INSURANCE**     Section 1. Each person who was or is made a party or is threatened to be made a party to oris involved in any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person ofwhom he or she is the legal representative, is or was a director or officer of the Corporation oris or was serving at the request of the Corporation as a director, officer, employee or agent ofanother corporation or of a partnership, joint venture, trust or other enterprise, includingservice with respect to employee benefit plans maintained or sponsored by the Corporation, whetherthe basis of such proceeding is alleged action in an official capacity as a director, officer,employee or agent or in any other capacity while serving as a director, officer, employee or agent,shall be indemnified and held harmless by the Corporation to the fullest extent authorized by theDelaware General Corporation Law, as the same exists or may hereafter be amended (but, in the caseof any such amendment, only to the extent that such amendment permits the Corporation to providebroader indemnification rights than said Law permitted the Corporation to provide prior to suchamendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines,excise taxes pursuant to the Employee Retirement Income Security Act of 1974 or penalties andamounts paid or to be paid in settlement) reasonably incurred or suffered by such person inconnection therewith and such indemnification shall continue as to a person who has ceased to be adirector, officer, employee or agent and shall inure to the benefit of his or her heirs, executorsand administrators; provided, however, that except as provided in Section 2 of this Article, theCorporation shall indemnify any such person seeking indemnification in connection with a proceeding(or part thereof) initiated by such person only if such proceeding (or part thereof) was authorizedby the Board of Directors of the Corporation. The right to indemnification conferred in thisSection shall be a contract right and shall include the right to be paid by the Corporation theexpenses incurred in defending any such proceeding in advance of its final disposition; provided,however, that, if the Delaware General Corporation Law requires,
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the payment of such expenses incurred by a director or officer in his or her capacity as adirector or officer (and not in any other capacity in which service was or is rendered by suchperson while a director or officer, including, without limitation, service to an employee benefitplan) in advance of the final disposition of a proceeding, shall be made only upon delivery to theCorporation of an undertaking, by or on behalf of such director or officer, to repay all amounts soadvanced if it shall ultimately be determined that such director or officer is not entitled to beindemnified under this Section or otherwise. The Corporation may, by action of its Board ofDirectors, provide indemnification to employees and agents of the Corporation with the same scopeand effect as the foregoing indemnification of directors and officers.     Section 2. If a claim under Section 1 of this Article is not paid in full by the Corporationwithin thirty days after a written claim has been received by the Corporation, the claimant may atany time thereafter bring suit against the Corporation to recover the unpaid amount of the claimand, if successful in whole or in part, the claimant shall be entitled to be paid also the expenseof prosecuting such claim. It shall be a defense to any such action (other than an action broughtto enforce a claim for expenses incurred in defending any proceeding in advance of its finaldisposition where the required undertaking, if any is required, has been tendered to theCorporation) that the claimant has not met the standard of conduct which makes it permissible underthe Delaware General Corporation Law for the Corporation to indemnify the claimant for the amountclaimed, but the burden of proving such defense shall be on the Corporation. Neither the failure ofthe Corporation (including its Board of Directors, independent legal counsel, or its stockholders)to have made a determination prior to the commencement of such action that indemnification of theclaimant is proper in the circumstances because he or she has met the applicable standard ofconduct set forth in the Delaware General Corporation Law, nor an actual determination by theCorporation (including its Board of Directors, independent legal counsel, or its stockholders) thatthe claimant has not met such applicable standard of conduct, shall be a defense to the action orcreate a presumption that the claimant has not met the applicable standard of conduct.     Section 3. The right to indemnification and the payment of expenses incurred in defending aproceeding in advance of its final disposition conferred in this Article shall not be exclusive ofany other right which any person may have or hereafter acquire under any statute, provision of theCertificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors orotherwise. No repeal or modification of this Article shall in any way diminish or adversely affectthe rights of any director, officer, employee or agent of the Corporation hereunder in respect ofany occurrence or matter arising prior to any such repeal or modification.     Section 4. The Corporation may maintain insurance, at its expense, to protect itself and anydirector, officer, employee or agent of the Corporation or another corporation, partnership, jointventure, trust or other enterprise against any such expense, liability or loss, whether or not theCorporation would have the power to indemnify such person against such expense, liability or lossunder the Delaware General Corporation Law.
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**ARTICLE VI****CONTRACTS, PROXIES, ETC.**     Section 1. Except as otherwise required by law, the Certificate of Incorporation or theseBy-Laws, any contracts or other instruments may be executed and delivered in the name and on behalfof the Corporation by such officer or officers (including any assistant officer) of the Corporationas the Board of Directors may from time to time direct. Such authority may be general or confinedto specific instances as the Board may determine. The Chief Executive Officer, the President or anyVice President may execute bonds, contracts, deeds, leases and other instruments to be made orexecuted for or on behalf of the Corporation. Subject to any restrictions imposed by the Board orthe Chief Executive Officer, the President or any Vice President of the Corporation may delegatecontractual power to others under his jurisdiction, it being understood, however, that any suchdelegation of power shall not relieve such officer of responsibility with respect to the exerciseof such delegated power.     Section 2. Unless otherwise provided by resolution adopted by the Board, the Chief ExecutiveOfficer, the President or any Vice President may from time to time appoint an attorney or attorneysor agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast thevotes which the Corporation may be entitled to cast as the holder of stock or other securities inany other corporation, any of whose stock or other securities may be held by the Corporation, atmeetings of the holders of the stock or other securities of such other corporation, or to consentin writing, in the name of the Corporation as such holder, to any action by such other corporation,and may instruct the person or persons so appointed as to the manner of casting such votes orgiving such consent, and may execute or cause to be executed in the name and on behalf of theCorporation and under its corporate seal or otherwise, all such written proxies or otherinstruments as he may deem necessary or proper in the premises.**ARTICLE VII****SHARES, BOOKS, ETC.**     Section 1. Every holder of stock in the Corporation shall be entitled to have a certificatesigned by or in the name of the Corporation by the Chief Executive Officer, the President or a VicePresident, and by the Treasurer or an Assistant Treasurer or the Secretary or an AssistantSecretary, certifying the number of shares owned by such holder in the Corporation. Any of or allthe signatures on the certificate may be facsimile. In case any officer, transfer agent, orregistrar who has signed or whose facsimile signature has been placed upon a certificate shall haveceased to be such officer, transfer agent, or registrar before such certificate is issued, it maybe issued by the Corporation with the same effect as if such person were such officer, transferagent, or registrar at the date of issue.     Section 2. The books and records of the Corporation may be kept at such places within orwithout the State of Delaware, as the Board of Directors may from time to time determine.     Section 3. Transfers of shares of stock of the Corporation shall be made on the stock recordsof the Corporation only upon authorization by the registered holder thereof, or by his
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attorney thereunto authorized by power of attorney duly executed and filed with the Secretaryor with a transfer agent, and or surrender of the certificate or certificates for such sharesproperly endorsed or accompanied by a duly executed stock transfer power and the payment of alltaxes thereon. Except as otherwise provided by law, the Corporation shall be entitled to recognizethe exclusive right of a person in whose name any share or shares stand on the record ofstockholders as the owner of such share or shares for all purposes, including, without limitation,the right to receive dividends or other distributions, and to vote as such owner, and theCorporation may hold any such stockholder of record liable for calls and assessments and shall notbe bound to recognize any equitable or legal claim to or interest in any such share or shares onthe part of any other person whether or not it shall have express or other notice thereof.     Section 4. The Board may make such additional rules and regulations, not inconsistent withthese By-Laws, as it may deem expedient concerning the issue, transfer and registration ofcertificates for shares of stock of the Corporation. It may appoint or authorize any officer orofficers to appoint, one or more transfer agents or one or more registrars and may require allcertificates for shares of stock to bear the signature or signatures of any of them.     Section 5. Upon notice to the Corporation by the holder of any certificate representingshares of stock of the Corporation of any loss, theft, destruction or mutilation of suchcertificate, the Corporation may issue a new certificate of stock in the place of any certificatetheretofore issued by it which the holder thereof shall allege to have been lost, stolen, ordestroyed or which shall have been mutilated, and the Board may, in its discretion, require suchholder or his legal representatives to give to the Corporation a bond in such sum, limited orunlimited, and in such form and with such surety or sureties as the Board in its absolutediscretion shall determine, and to indemnify the Corporation against any claim which may be madeagainst it on account of the alleged loss, theft, or destruction of any such certificate, or of theissuance of a new certificate. Anything herein to the contrary notwithstanding, the Board, in itsabsolute discretion, may refuse to issue any such new certificate, except pursuant to legalproceedings under the laws of the State of Delaware.**ARTICLE VIII****FISCAL YEAR**     The fiscal year of the Corporation shall be determined by the Board of Directors.**ARTICLE IX****SEAL**     The Corporate seal shall have inscribed thereon the name of the Corporation, the year of itsorganization and the words “Corporate Seal, Delaware”. The seal may be used by causing it, or afacsimile thereof, to be impressed or affixed or reproduced or otherwise.
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**ARTICLE X****AMENDMENTS**     These By-Laws may be amended or repealed, or new By-Laws may be adopted, by two-thirds of thewhole Board of Directors at any meeting thereof; provided that By-Laws adopted by the Board may beamended or repealed by the stockholders.
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