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EXHIBIT 3.2

AMENDED AND RESTATED
BYLAWS
OF
ROCHESTER MEDICAL CORPORATION

ARTICLE I
OFFICES, CORPORATE SEAL

Section 1.01 Registered Office. The registered office of the corporation
in Minnesota shall be that set forth in the articles of incorporation or in the
most recent amendment of the articles of incorporation or resolution of the
directors filed with the secretary of state of Minnesota changing the
registered office.

Section 1.02 Other Offices. The corporation may have such other offices,
within or without the state of Minnesota, as the directors shall, from time to
time, determine.

Section 1.03 Corporate Seal. The corporation shall have no seal.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 2.01 Place and Time of Meetings. Except as provided otherwise by
the Minnesota Business Corporation Act, meetings of the shareholders may be
held at any place, within or without the state of Minnesota, as may from time
to time be designated by the directors and, in the absence of such designation,
shall be held at the registered office of the corporation in the state of
Minnesota. The directors shall designate the time of day for each meeting and,
in the absence of such designation, every meeting of shareholders shall be held
at ten oclock a.m.

Section 2.02 Regular Meetings.

(a) A regular meeting of the shareholders shall be held on such date as
the board of directors shall by resolution establish.

(b) At a regular meeting the shareholders, voting as provided in the
articles of incorporation and these bylaws, shall designate the number of
directors to constitute the board of directors (subject to the authority of the
board of directors thereafter to increase or decrease the number of directors
as permitted by law), shall elect qualified successors for directors who serve
for an indefinite term or whose terms have expired or are due to expire within
six months after the date of the meeting and shall transact such other business
as may properly come before them.

Section 2.03 Special Meetings. Special meetings of the shareholders may
be held at any time or for any purpose and may be called by the chief executive
officer, the chief financial officer, two or more directors or by a shareholder
or shareholders holding 10% or more of the voting power of all shares entitled
to vote, except that a special meeting for the purpose of considering any
action to directly or indirectly facilitate or affect a business combination,
including any action to change or otherwise affect the composition of the board
of directors for that purpose, must be called by 25% or more of the voting
power of all shares entitled to vote. A shareholder or shareholders holding
the requisite percentage of the voting power of all shares





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entitled to vote may demand a special meeting of the shareholders by
written notice of demand given to the chief executive officer or chief
financial officer of the corporation and containing the purposes of the
meeting. With 30 days after receipt of demand by one of those officers, the
board of directors shall cause a special meeting of shareholders to be called
and held on notice no later than 90 days after receipt of the demand, at the
expense of the corporation. Special meetings shall be held on the date and at
the time and place fixed by the chief executive officer or the board of
directors, except that a special meeting called by or at demand of a
shareholder or shareholders shall be held in the county where the principal
executive office is located. The business transacted at a special meeting
shall be limited to the purposes as stated in the notice of the meeting.

Section 2.04 Quorum, Adjourned Meetings. The holders of a majority of the
shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting. In case a quorum shall not be
present at a meeting, the meeting may be adjourned from time to time without
notice other than announcement at the time of adjournment of the date, time and
place of the adjourned meeting. If a quorum is present, a meeting may be
adjourned from time to time without notice other than announcement at the time
of adjournment of the date, time and place of the adjourned meeting. At
adjourned meetings at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally noticed. If a
quorum is present when a meeting is convened, the shareholders present may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders originally present to leave less than a quorum.

Section 2.05 Voting. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote shall be
entitled to vote either in person or by proxy. Each shareholder, unless the
articles of incorporation or statutes provide otherwise, shall have one vote
for each share having voting power registered in such shareholders name on the
books of the corporation. Jointly owned shares may be voted by any joint owner
unless the corporation receives written notice from any one of them denying the
authority of that person to vote those shares. Upon the demand of any
shareholder, the vote upon any question before the meeting shall be by ballot.
All questions shall be decided by a majority vote of the number of shares
entitled to vote and represented at the meeting at the time of the vote except
if otherwise required by statute, the articles of incorporation, or these
bylaws.

Section 2.06 Record Date. The board of directors may fix a date, not
exceeding 60 days preceding the date of the meeting of shareholders, as a
record date for the determination of the shareholders entitled to notice of,
and to vote at, such meetings, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. If the board of
directors fails to fix a record date for determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders, the record
date shall be the 20th day preceding the date of such meeting.

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Section 2.07 Notice of Meetings. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at his address as shown by the books of the corporation, a
notice setting out the time and place of each regular meeting and each special
meeting, except (unless otherwise provided in section 2.04 hereof) where the
meeting is an adjourned meeting and the date, time and place of the meeting
were announced at the time of adjournment, which notice shall be mailed at
least five days prior thereto (unless otherwise provided in section 2.04
hereof); except that notice of a meeting at which a plan of merger or exchange
is to be entitled to vote or not, at least fourteen days prior thereto. Every
notice of any special meeting called pursuant to section 2.03 hereof shall
state the purpose or purposes for which the meeting has been called, and the
business transacted at all special meetings shall be confined to the purposes
stated in the notice. The written notice of any meeting at which a plan of
merger or exchange is to be considered shall so state such a purpose of the
meeting. A copy or short description of the plan of merger or exchange shall
be included in or enclosed with such notice.

Section 2.08 Waiver of Notice. Notice of any regular or special meeting
may be waived by any shareholder either before, at or after such meeting orally
or in writing signed by such shareholder or a representative entitled to vote
the shares of such shareholder. A shareholder, by his attendance at any
meeting of shareholders, shall be deemed to have waived notice of such meeting,
except where the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened,
or objects before a vote on an item of business because the item may not
lawfully be considered at that meeting and does not participate in the consider
of the item at that meeting.

Section 2.09 Written Action. Any action which might be taken at a meeting
of the shareholders may be taken without a meeting if done in writing and
signed by all of the shareholders entitled to vote on that action.

ARTICLE III
DIRECTORS

Section 3.01 General Powers. The business and affairs of the corporation
shall be managed by or under the authority of the board of directors, except as
otherwise permitted by statute.

Section 3.02 Number, Qualification and Term of Office. Until the
organizational meeting of the board of directors, the number of directors,
shall be the number named in the articles of incorporation. Thereafter, the
number of directors shall be increased or decreased from time to time by
resolution of the board of directors or the shareholders. Directors need not
be shareholders. A majority of the board directors shall be independent within
the meaning of applicable securities exchange listing requirements for so long
as the Company is subject to such listing requirements. No person having
received less than the affirmative vote of a majority of the independent
directors of the Company shall be nominated for election or appointed as a
director. Each of the directors shall hold office until the regular meeting
of shareholders next held after such directors election and until such
directors successor shall have been elected and shall qualify, or until the
earlier death, resignation, removal, or disqualification of such director.

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Section 3.03 Board Meetings. Meetings of the board of directors may be
held from time to time at such time and place within or without the state of
Minnesota as may be designated in the notice of such meeting.

Section 3.04 Calling Meetings; Notice. Meetings of the board of directors
may be called by the chairman of the board by giving at least twenty-four
hours notice, or by any other director by giving at least five days notice,
of the date, time and place thereof to each director by mail, telephone,
telegram or in person. If the day or date, time and place of a meeting of the
board of directors has been announced at a previous meeting of the board, no
notice is required. Notice of an adjourned meeting of the board of directors
need not be given other than by announcement at a meeting at which adjournment
is taken.

Section 3.05 Waiver of Notice. Notice of any meeting of the board of
directors may be waived by any director either before, at, or after such
meeting orally or in writing signed by such director. A director, by his
attendance at any meeting of the board of directors, shall be deemed to have
waived notice of such meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and does not participate thereafter in the
meeting.

Section 3.06 Quorum. A majority of the directors holding office
immediately prior to a meeting of the board of directors shall constitute a
quorum for the transaction of business at such a meeting.

Section 3.07 Absent Directors. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the board of
directors. If such director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect
as the proposal to which the director has consented or objected.

Section 3.08 Conference Communications. Any or all directors may
participate in any meeting of the board of directors, or of any duly
constituted committee thereof, by any means of communication through which the
directors may simultaneously hear each other during such meeting. For the
purposes of establishing a quorum and taking any action at the meeting, such
directors participating pursuant to this section 3.08 shall be deemed present
in person at the meeting; and the place of the meeting shall be the place of
origination of the conference telephone conversation or other comparable
communication technique.

Section 3.09 Vacancies; Newly Created Directorships. Vacancies on the
board of directors of this corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired term
by a majority of the remaining directors of the board although less than a
quorum; newly created directorships resulting from an increase in the
authorized number of directors by action of the board of directors as permitted
by section 3.02 may be filled by a majority vote of the directors as permitted
by section 3.02 may be filled by a majority vote of the directors serving at
the time of such increase; and each director elected pursuant to this section
3.09 shall be a director until such directors successor is elected by the
shareholders at their next regular or special meeting.

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Section 3.10 Removal. Any or all of the directors may be removed from
office at any time, with or without cause, by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election
of directors except, as otherwise provided by the Minnesota Business
Corporation Act, section 3.02A.223, as amended, when the shareholders have the
right to cumulate their votes. A director named by the board of directors to
fill a vacancy may be removed from office at any time, with or without cause,
by the affirmative vote of the remaining directors if the shareholders have not
elected directors in the interim between the time of the appointment to fill
such vacancy and the time of the removal. In the event that the entire board
or any one or more directors be so removed, new directors may be elected at the
same meeting.

Section 3.11 Committees. A resolution approved by the affirmative vote of
a majority of the board of directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or
more persons, who need not be directors, appointed by affirmative vote of a
majority of the directors present. Committees are subject to the direction and
control of, and vacancies in the membership thereof shall be filled by, the
board of directors, except as provided by the Minnesota Business Corporation
Act, section 302A.243.

A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a larger or smaller proportion
or number is provided in a resolution approved by the affirmative vote of a
majority of the directors present.

Section 3.12 Written Action. Any action which might be taken at a meeting
of the board of directors, or any duly constituted committee thereof, may be
taken without a meeting if done in writing and signed by all of the directors
or committee members, unless the articles provide all of the directors or
committee members, unless the articles provide otherwise and the action need
not be approved by the shareholders.

Section 3.13 Compensation. Directors who are not salaried officers of
this corporation shall receive such fixed sum per meeting attended or such
fixed annual sum as shall be determined, from time to time, by resolution of
the board of directors. The board of directors may, by resolution, provide
that all directors shall receive their expenses, if any, of attendance at
meetings of the board of directors or any committee thereof. Nothing herein
contained shall be construed to preclude any director from serving this
corporation in any other capacity and receiving proper compensation therefore.

ARTICLE IV
OFFICERS

Section 4.01 Number. The officers of the corporation shall consist of a
chairman of the board (if one is elected by the board), the president, one or
more vice presidents (if desired by the board), a treasurer, a secretary (if
one is elected by the board) and such other officers and agents as may, from
time to time, be elected by the board of directors. Any number of offices may
be held by the same person.

Section 4.02 Election, Term of Office and Qualification. The board of
directors shall elect or appoint, by resolution approved by the board of
directors shall elect or appoint, by resolution approved by the affirmative
vote of a majority of the directors present, from within or without their
number, the president, treasurer and such other officers as may be deemed

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advisable, each of whom shall have the powers, rights, duties,
responsibilities, and terms in office provided for in these bylaws or a
resolution of the board of directors not inconsistent therewith. The president
and all other officers who may be directors shall continue to hold office until
the election and qualification of their successors, notwithstanding an earlier
termination of their directorship.

Section 4.03 Removal and Vacancies. Any officer may be removed from his
office by the board of directors at any time, with or without cause. Such
removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy in an office of the corporation by
reason of death, resignation or otherwise, such vacancy shall be filled for the
unexpired term by the board of directors.

Section 4.04 Chairman of the Board. The chairman of the board, if one is
elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
board of directors.

Section 4.05 President. The president shall be the chief executive
officer and shall have general active management of the business of the
corporation. In the absence of the chairman of the board, he shall preside at
all meetings of the shareholders and directors. He shall see that all orders
and resolutions of the board of directors are carried into effect. He shall
execute and deliver, in the name of the corporation, any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of the
corporation unless the authority to execute and deliver is required by law to
be exercised by another person or is expressly delegated by the articles or
bylaws or by the board of directors to some other officer or agent of the
corporation. He shall maintain records of and, whenever necessary, certify all
proceedings of the board of directors and the shareholders, and in general,
shall perform all duties usually incident to the office of the president. He
shall have such other duties as may, from time to time, be prescribed by the
board of directors.

Section 4.06 Vice President. Each vice president, if one or more is
elected, shall have such powers and shall perform such duties as prescribed by
the board of directors or by the president. In the event of the absence or
disability of the president, the vice president(s) shall succeed to his power
and duties in the order designated by the board of directors.

Section 4.07 Secretary. The secretary, if one is elected, shall be
secretary of and shall attend all meetings of the shareholders and board of
directors and shall record all proceedings of such meetings in the minute book
of the corporation. He shall give proper notice of meetings of shareholders
and directors. He shall perform such other duties as may, from time to time,
be prescribed by the board of directors or by the president.

Section 4.08 Treasurer. The treasurer shall be the chief financial
officer and shall keep accurate financial records for the corporation. He
shall deposit all moneys, drafts and checks in the name of, and to the credit
of, the corporation in such banks and depositories as the board of directors
shall, from time to time, designate. He shall have Power to endorse, for
deposit, all notes, checks and drafts received by the corporation. He shall
disburse the funds of the corporation, as ordered by the board of directors,
making proper vouchers therefor. He shall render to the president and the
directors, whenever requested, an account of all his transactions as treasurer
and of the financial condition of the corporation, and shall perform such other
duties as may, from time to time, be prescribed by the board of directors or by
the president.

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Section 4.09 Compensation. The officers of the corporation shall receive
such compensation for their services as may be determined, from time to time,
by resolution of the board of directors.

ARTICLE V
SHARES AND THEIR TRANSFER

Section 5.01. Certificates for Shares. The shares of the corporation may
be either certificated shares or uncertificated shares, or Both, as designated
by resolution of the board of directors. Every owner of certificated shares of
the corporation shall be entitled to a certificate, to be in such form as shall
be prescribed by the board of directors, certifying the number of shares of the
corporation owned by such shareholder. The certificates for such shares shall
be numbered in the order in which they shall be issued and shall be signed, in
the name of the corporation, by the president and by the secretary or an
assistant secretary or by such officers as the board of directors may
designate. If the certificate is signed by a transfer agent or registrar, such
signatures f the corporate officers may be by facsimile if authorized by the
board f directors. Every certificate surrendered to the corporation for
exchange or transfer shall be cancelled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so cancelled, except in cases provided for in
Section 5.04.

Section 5.02. Issuance of Shares. The board of directors is authorized to
cause to be issued shares of the corporation up to the full amount authorized
by the articles of incorporation in such amounts as may be determined by the
board of directors and as may be permitted by law. Shares may be issued for
any consideration, including, without limitation, in consideration of cash or
other property, tangible or intangible, received or to be received by the
corporation under a written agreement, of services rendered or to be rendered
to the corporation under a written agreement, or of an amount transferred from
surplus to stated capital upon a share dividend. At the time of approval of
the issuance of shares, the board of directors shall state, by resolution, its
determination of the fair value to the corporation in monetary terms of any
consideration other than cash for which shares are to be issued.

Section 5.03. Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
or the shareholders legal representative, or the shareholders duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares. The corporation may treat as the absolute owner of shares of the
corporation, the person or persons in whose name shares are registered on the
books of the corporation.

Section 5.04. Loss of Certificates. Except as otherwise provided by the
Minnesota Business Corporation Act, section 302A.419, any shareholder claiming
a certificate for shares to be lost, stolen, or destroyed shall make an
affidavit of that fact in such form as the board of directors shall require and
shall, if the board of directors so requires, give the corporation a bond of
indemnity in form, in an amount, and with one or more sureties satisfactory to
the board of directors, to indemnify the corporation against any claim which
may be made against it on account of the reissue of such certificate, whereupon
a new certificate may be issued in the same tenor and for the same number of
shares as the one alleged to have been lost, stolen or destroyed.

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ARTICLE VI
DISTRIBUTIONS, RECORD DATE

Section 6.01 Distributions. Subject to the provisions of the articles of
incorporation, of these bylaws, and of law, the board of directors may
authorize and cause the corporation to make distributions whenever, and in such
amounts or forms as, in its opinion, are deemed advisable.

Section 6.02 Record Date. Subject to any provisions of the articles of
incorporation, the board of directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any distribution as the record date
for the determination of the shareholders entitled to receive payment of the
distribution and, in such case, only shareholders of record on the date so
fixed shall be entitled to receive payment of such distribution notwithstanding
any transfer of shares on the books of the corporation after the record date.

ARTICLE VII
BOOKS AND RECORDS, FISCAL YEAR

Section 7.01 Share Register. The board of directors of the corporation
shall cause to be kept at its principal executive office, or at another place
or places within the United States determined by the board:



| | (1) |  | a share register not more than one year old, containing the
names and addresses of the shareholders and the number and classes
of shares held by each shareholder; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) |  | a record of the dates on which certificates or transaction
statements representing shares were issued.
| | --- |  | ------------------------------------------------------------------------------------------------------

Section 7.02 Other Books and Records. The board of directors shall cause
to be kept at its principal executive office, or, if its principal executive
office is not in Minnesota, shall make available at its Minnesota registered
office within ten days after receipt by an officer of the corporation of a
written demand for them made by a shareholder or other person authorized by the
Minnesota Business Corporation Act, section 302A.461, originals or copies of:



| | (1) |  | records of all proceedings of shareholders for the last three
years;
| | --- |  | --------------------------------------------------------------------



| | (2) |  | records of all proceedings of the board for the last three
years;
| | --- |  | -----------------------------------------------------------------



| | (3) |  | its articles and all amendments currently in effect;
| | --- |  | ----------------------------------------------------



| | (4) |  | its bylaws and all amendments currently in effect;
| | --- |  | --------------------------------------------------



| | (5) |  | financial statements required by the Minnesota Business
Corporation Act, section 302A.463 and the financial statements for
the moat recent interim period prepared in the course of the
operation of the corporation for distribution to the shareholders or
to a governmental agency as a matter of public record;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) |  | reports made to shareholders generally within the last three
years;
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| | (7) |  | a statement of the names and usual business addresses of its
directors and principal officers; and
| | --- |  | --------------------------------------------------------------------------------------------------



| | (8) |  | any shareholder voting or control agreements of which the
corporation is aware.
| | --- |  | -------------------------------------------------------------------------------

Section 7.03 Fiscal Year. The fiscal year, of the corporation shall be
determined by the board of directors.

ARTICLE VIII
LOANS, GUARANTEES, SURETYSHIP

Section 8.01 The corporation may lend money to, guarantee an obligation
of, become a surety for, or otherwise financially assist a person if the
transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present, and:



| | (1) |  | is in the usual and regular course of business of the
corporation;
| | --- |  | ------------------------------------------------------------------



| | (2) |  | is with, or for the benefit of, a related corporation, an
organization in which the corporation has a financial interest, an
organization with which the corporation has a business relationship,
or an organization to which the corporation has the power to make
donations;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) |  | is with, or for the benefit of, an officer or other employee
of the corporation or a subsidiary, including an officer or employee
who is a director of the corporation or a subsidiary, and may
reasonably be expected, in the judgment of the board, to benefit the
corporation; or
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) |  | has been approved by (a) the holders of two-thirds of the
voting power of the shares entitled to vote which are owned by
persons other than the interested person or persons, or (b) the
unanimous affirmative vote of the holders of all outstanding shares
whether or not entitled to vote.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Such loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors present approve, including, without limitation, a
pledge of or other security interest in shares of the corporation. Nothing in
this section shall be deemed to deny, limit or restrict the powers of guaranty,
surety or warranty of .the corporation at common law or under a statute of the
state of Minnesota.

ARTICLE IX
INDEMNIFICATION OF CERTAIN PERSONS

Section 9.01 The corporation shall indemnify all officers and directors of
the corporation, for such expenses and liabilities, in such manner, under such
circumstances and to such extent as permitted by Minnesota Business Corporation
Act section 302A.521, as now enacted or hereafter amended. Unless otherwise
approved by the board of directors, the corporation shall not indemnify any
employee of the corporation who is not otherwise entitled to indemnification
pursuant to the prior sentence of this section 9.01.

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ARTICLE X
AMENDMENTS

Section 10.01 These bylaws may be amended or altered by a vote of the
majority of the whole board of directors at any meeting. Such authority of the
board of directors is subject to the power of the shareholders, exercisable in
the manner provided in the Minnesota Business Corporation Act, section
302A.181, subd. 3, to adopt, amend, repeal bylaws adopted, amended, or repealed
by the board of directors. After the adoption of the initial bylaws, the board
of directors shall not make or alter any bylaws fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling
vacancies in the board of directors, or fixing the number of directors their
classifications, qualifications, or terms of office, except that the board of
directors may adopt or amend any bylaw to increase their number.

ARTICLE XI
SECURITIES OF OTHER CORPORATIONS

Section 11.01 Voting Securities Held by the Corporation. Unless otherwise
ordered by the board of directors, the president shall have full power and
authority on behalf of the corporation (a) to attend any meeting of security
holders of other corporations in which the corporation may hold securities and
to vote such securities on behalf of this corporation; (b) to execute any proxy
for such meeting on behalf of the corporation; or (c) to execute a written
action in lieu of a meeting of such other corporation on behalf of this
corporation. At such meeting, the president shall possess and may exercise any
and all rights and powers incident to the ownership of such securities that the
corporation possesses. The board of directors may, from time to time, grant
such power and authority to one or more other persons and may remove such power
and authority from the president or any other person or persons.

Section 11.02 Purchase and Sale of Securities. Unless otherwise ordered
by the board of directors, the president shall have full power and authority on
behalf of the corporation to purchase, sell, transfer or encumber any and all
securities of any other corporation owned by the corporation, and may execute
and deliver such documents as may be necessary to effectuate such purchase,
sale, transfer or encumbrance. The board of directors may, from time to time,
confer like powers upon any other person or persons.

Adopted by resolution of the board of directors on November 18, 2003.

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