EXHIBIT 3.2

BYLAWS

OF

INVISION TECHNOLOGIES, INC.

As amended through March 20, 2002

---

TABLE OF CONTENTS

|                                      |            |   |                                              | PAGE
|------------------------------------- | ---------- | - | -------------------------------------------- | ----
|ARTICLE I    OFFICES                  |            | 1
|                                      | Section 1  |   | Registered Office                            |     
|                                      | Section 2  |   | Other Offices                                |     
|ARTICLE II    CORPORATE SEAL          |            | 1
|                                      | Section 3  |   | Corporate Seal                               |     
|ARTICLE III    STOCKHOLDERS' MEETINGS |            | 1
|                                      | Section 4  |   | Place of Meetings                            |     
|                                      | Section 5  |   | Annual Meeting                               |     
|                                      | Section 6  |   | Special Meetings                             |     
|                                      | Section 7  |   | Notice of Meetings                           |     
|                                      | Section 8  |   | Quorum                                       |     
|                                      | Section 9  |   | Adjournment and Notice of Adjourned Meetings |     
|                                      | Section 10 |   | Voting Right                                 |     
|                                      | Section 11 |   | Beneficial Owners of Stock                   |     
|                                      | Section 12 |   | List of Stockholders                         |     
|                                      | Section 13 |   | Organization                                 |     
|ARTICLE IV    DIRECTORS               |            | 5
|                                      | Section 14 |   | Number and Term of Office                    |     
|                                      | Section 15 |   | Powers                                       |     
|                                      | Section 16 |   | Classes of Director                          |     
|                                      | Section 17 |   | Vacancies                                    |     
|                                      | Section 18 |   | Resignation                                  |     
|                                      | Section 19 |   | Removal                                      |     
|                                      | Section 20 |   | Meetings                                     |     
|                                      |            |   |                                              | (a) 
|                                      |            |   |                                              | (b) 
|                                      |            |   |                                              | (c) 
|                                      |            |   |                                              | (d) 
|                                      |            |   |                                              | (e) 
|                                      |            |   |                                              | (f) 
|                                      | Section 21 |   | Quorum and Voting                            |     
|                                      | Section 22 |   | Action without Meeting                       |     
|                                      |            |   |                                              |     

i

---

|                                                                                                   | Section 23 |    | Fees and Compensation                         |     | 7 
|-------------------------------------------------------------------------------------------------- | ---------- | -- | --------------------------------------------- | --- | --
|                                                                                                   | Section 24 |    | Committees                                    |     | 7 
|                                                                                                   |            |    |                                               | (a) |   
|                                                                                                   |            |    |                                               | (b) |   
|                                                                                                   |            |    |                                               | (c) |   
|                                                                                                   |            |    |                                               | (d) |   
|                                                                                                   | Section 25 |    | Organization                                  |     | 8 
|ARTICLE V    OFFICERS                                                                              |            | 8 
|                                                                                                   | Section 26 |    | Officers Designated                           |     | 8 
|                                                                                                   | Section 27 |    | Tenure and Duties of Officers                 |     | 9 
|                                                                                                   |            |    |                                               | (a) |   
|                                                                                                   |            |    |                                               | (b) |   
|                                                                                                   |            |    |                                               | (c) |   
|                                                                                                   |            |    |                                               | (d) |   
|                                                                                                   |            |    |                                               | (e) |   
|                                                                                                   |            |    |                                               | (f) |   
|                                                                                                   | Section 28 |    | Delegation of Authority                       |     | 10
|                                                                                                   | Section 29 |    | Resignations                                  |     | 10
|                                                                                                   | Section 30 |    | Removal                                       |     | 10
|ARTICLE VI    EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION |            | 10
|                                                                                                   | Section 31 |    | Execution of Corporate Instruments            |     | 10
|                                                                                                   | Section 32 |    | Voting of Securities Owned by the Corporation |     | 10
|ARTICLE VII    SHARES OF STOCK                                                                     |            | 11
|                                                                                                   | Section 33 |    | Form and Execution of Certificates            |     | 11
|                                                                                                   | Section 34 |    | Lost Certificates                             |     | 11
|                                                                                                   | Section 35 |    | Transfers                                     |     | 11
|                                                                                                   | Section 36 |    | Fixing Record Dates                           |     | 11
|                                                                                                   | Section 37 |    | Registered Stockholders                       |     | 12
|ARTICLE VIII    OTHER SECURITIES OF THE CORPORATION                                                |            | 12
|                                                                                                   | Section 38 |    | Execution of Other Securities                 |     | 12
|ARTICLE IX    DIVIDENDS                                                                            |            | 13
|                                                                                                   | Section 39 |    | Declaration of Dividends                      |     | 13
|                                                                                                   | Section 40 |    | Dividend Reserve                              |     | 13
|                                                                                                   |            |    |                                               |    

ii

---

|ARTICLE X    FISCAL YEAR         |            | 13
|-------------------------------- | ---------- | --
|                                 | Section 41 |   
|ARTICLE XI    INDEMNIFICATION    |            | 13
|                                 | Section 42 |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|ARTICLE XII    NOTICES           |            | 16
|                                 | Section 43 |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|                                 |            |   
|ARTICLE XIII AMENDMENTS          |            | 17
|                                 | Section 44 |   
|ARTICLE XIV    LOANS TO OFFICERS |            | 17
|                                 | Section 45 |   

iii

---

BYLAWS

OF

INVISION TECHNOLOGIES, INC.(a Delaware corporation)

ARTICLE I

OFFICES

Section 1.    Registered Office.The registered office of the corporation in the State of Delaware shall be
in the City of Dover, County of Kent.

Section 2.    Other Offices.The corporation shall also have and maintain an office or principal place of
business in Newark, California, at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3.    Corporate Seal.The corporate seal, if any, shall consist of a die bearing the name of the
corporation and the inscription, "Corporate Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

Section 4.    Place of Meetings.Meetings of the stockholders of the corporation shall be held at such
place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.

Section 5.    Annual Meeting.



1

---



2

---



Section 6.    Special Meetings.Special meetings of the stockholders of the corporation may be called, for
any purpose or purposes, by (i) the Chairman of the Board, (ii) the President, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) or (iv) by the
holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as they or he shall fix.

Section 7.    Notice of Meetings.Except as otherwise provided by law or the Certificate of Incorporation,
written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at
such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing,
signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder
attends a meeting 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. Any stockholder so
waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8.    Quorum.At all meetings of stockholders, except where otherwise provided by statute or by the
Certificate of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute
a quorum for the transaction of business. Any shares, the voting of which at said meeting has been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to
determine a quorum at such meeting. In the absence of a quorum any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a
majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may
continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a
quorum is present shall be valid and binding upon the corporation; provided, however, that Directors shall be elected by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of Directors. Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority (plurality, in the case of the
election of Directors) of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

Section 9.    Adjournment and Notice of Adjourned Meetings.Any meeting of stockholders, whether annual or
special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares represented thereat. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof are

3

---

announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 10.    Voting Rights.For the purpose of determining those stockholders entitled to vote at any
meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12
of these Bylaws, shall be entitled to vote at any meeting of stockholders. Except as may be otherwise provided in the Certificate of Incorporation or these Bylaws, each stockholder shall be entitled
to one vote for each share of capital stock held by such stockholder. Every person entitled to vote shall have the right to do so either in person, by remote communication, if applicable, or by an
agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of
creation unless the proxy provides for a longer period.

Section 11.    Beneficial Owners of Stock.



Section 12.    List of Stockholders.The Secretary shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder 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 where the meeting is to be held, which place shall be specified in the notice of the 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 meeting during the whole time thereof, and may be inspected by any stockholder who
is present.

Section 13.    Organization.



4

---



ARTICLE IV

DIRECTORS

Section 14.    Number and Term of Office.The authorized number of Directors shall be fixed in the manner
set forth in the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the Directors shall not have been elected at
an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 15.    Powers.The powers of the corporation shall be exercised, its business conducted and its
property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 16.    Classes of Directors.The Board of Directors shall be divided into classes in the manner set
forth in the Certificate of Incorporation.

Section 17.    Vacancies.Unless otherwise provided in the Certificate of Incorporation, vacancies and newly
created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by a sole remaining
Director, and each Director so elected shall hold office for the unexpired portion of the term of the Director whose place shall be vacant and until his successor shall have been duly elected and
qualified. A vacancy in the Board of Directors shall be deemed to exist under this Section 17 in the case of the death, removal or resignation of any Director, or if the stockholders fail at
any meeting of stockholders at which Directors are to be elected (including any meeting referred to in Section 19 below) to elect the number of Directors then constituting the whole Board of
Directors.

Section 18.    Resignation.Any Director may resign at any time by delivering his written resignation to the
Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When one or more Directors shall resign from the Board of Directors, effective at a future date, a majority of the Directors
then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective,

5

---

and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 19.    Removal.At a special meeting of stockholders called for the purpose in the manner
hereinabove provided, subject to any limitations imposed by law or the Certificate of Incorporation, the Board of Directors, or any individual Director, may be removed from office, with or without
cause, and a new Director or Directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of Directors.

Section 20.    Meetings.



6

---

Section 21.    Quorum and Voting.



Section 22.    Action without Meeting.Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors
or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of
the Board of Directors or committee. 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 23.    Fees and Compensation.Directors shall be entitled to such compensation for their services as
may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 24.    Committees.



7

---



Section 25.    Organization.At every meeting of the Directors, the Chairman of the Board of Directors, or,
if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the Directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of
the meeting.

ARTICLE V

OFFICERS

Section 26.    Officers Designated.The officers of the corporation shall be the President, one or more Vice
Presidents, the Secretary and the Chief Financial Officer or Treasurer, all of whom shall be elected at the annual meeting of the Board of Directors. The order of the seniority of the Vice Presidents
shall be in the order of their nomination, unless otherwise determined by the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, and
such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may also designate a Chairman of the Board of Directors, which position may (but need not)
be an officer of the corporation, as the Board of Directors may designate from time to time. The Board of Directors may assign such additional titles to one or more of the officers as it shall

8

---

deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers
of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 27.    Tenure and Duties of Officers.



9

---



Section 28.    Delegation of Authority.The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 29.    Resignations.Any officer may resign at any time by giving written notice to the Board of
Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 30.    Removal.Any officer may be removed from office at any time, either with or without cause, by
the vote or written consent of a majority of the Directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of
Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 31.    Execution of Corporate Instruments.The Board of Directors may, in its discretion, determine
the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the
corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature
shall be binding upon the corporation.

Unless
otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the
corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the
Chairman of the Board of
Directors, or the President or any Vice President, and by the Secretary or Chief Financial Officer or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents
requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All
checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons
as the Board of Directors shall authorize so to do.

Unless
authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation
by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 32.    Voting of Securities Owned by the Corporation.All stock and other securities of other
corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to
do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the President, or any Vice President.

10

---

ARTICLE VII

SHARES OF STOCK

Section 33.    Form and Execution of Certificates.Certificates for the shares of stock of the corporation
shall be in such form as is consistent with the Certificate of Incorporation and applicable law. 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 of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the corporation. Where such certificate is countersigned by a transfer agent other than the corporation or its employee, or by a registrar other than
the corporation or its employee, any other signature on the 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 with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. Each
certificate shall state upon the face or back thereof, in full or in summary, all of the designations, preferences, limitations, restrictions on transfer and relative rights of the shares authorized
to be issued.

Section 34.    Lost Certificates.A new certificate or certificates shall be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 35.    Transfers.



Section 36.    Fixing Record Dates.



11

---





Section 37.    Registered Stockholders.The corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 38.    Execution of Other Securities.All bonds, debentures and other corporate securities of the
corporation, other than stock certificates (covered in Section 33), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary,
or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature
of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall
appear thereon or on any such

12

---

interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate
security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be
such officer of the corporation.

ARTICLE IX

DIVIDENDS

Section 39.    Declaration of Dividends.Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 40.    Dividend Reserve.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 from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation,
and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section 41.    Fiscal Year.The fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.

ARTICLE XI

INDEMNIFICATION

Section 42.    Indemnification of Directors, Officers, Employees and Other Agents.



13

---



14

---



15

---



ARTICLE XII

NOTICES

Section 43.    Notices.



16

---



ARTICLE XIII

AMENDMENTS

Section 44.    Amendments.Except as otherwise set forth in paragraph (i) of Section 42 of
these Bylaws, these Bylaws may be amended or repealed and new Bylaws adopted by the stockholders entitled to vote. The Board of Directors shall also have the power, if such power is conferred upon the
Board of Directors by the Certificate of Incorporation, to adopt, amend or repeal Bylaws (including, without limitation, the amendment of any Bylaw setting forth the number of Directors who shall
constitute the whole Board of Directors).

ARTICLE XIV

LOANS TO OFFICERS

Section 45.    Loans to Officers.The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the
judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest
and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this
Section 45 shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

17

---

QuickLinks