directed to his address as it appears upon the books of the corporation; except that where the matter to be acted on is a merger orconsolidation of the corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than twenty (20) nor more than sixty (60) days prior to such meeting. Such notice shall state the place,date, and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (b) in the case of the annual meeting, those matters which the Board ofDirectors, at the time of the mailing of the notice, intends to present for action by the stockholders, and, subject to the provisions of this Section 2.4 and Section 2.9 hereof, any proper matter may be presented at the meeting for such action. Thenotice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the Board of Directors for election.  (b)  If at any meeting action is proposed to be taken which, if taken, would entitle stockholders fulfilling the requirements of section 262(d) of the DelawareGeneral Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.  (c)  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time andplace thereof are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of theadjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  (d)  Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and to the extent permitted by law, will be waived by any stockholder by hisattendance thereat, in person or by proxy. 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.  (e)  Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legalrepresentatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.  Section 2.5    *Quorum.* (a)  At all meetings of stockholders,except where otherwise provided by law, the Certificate of Incorporation, or 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 aquorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of aquorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorumis present or represented any business may be transacted 2 
which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting, at which a quorum ispresent, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  (b)  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 atwhich a quorum is present shall be valid and binding upon the corporation.  (c)  Where a separate voteby 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 theaffirmative vote of the majority 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 2.6**    ***Voting Rights.***** (a)  Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the corporation on the record date for determining the stockholders entitled to vote at saidmeeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one of such persons is present inperson or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.  (b)  Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxyexecuted by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the corporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted onafter three years from its date unless the proxy provides for a longer period.  (c)  Without limitingthe manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:  (1)  A stockholder may execute a writing authorizing another person or persons to act for him asproxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to,by facsimile signature.  (2)  A stockholder may authorize another person or persons toact for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a 3 
proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be theholder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram,cablegram or other electronic transmission was authorized by the stockholder. Such authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number orsymbol from which the identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization. If it is determined that such telegrams,cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.  (d)  Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant tosubsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication orother reproduction shall be a complete reproduction of the entire original writing or transmission.  Section2.7    *Voting Procedures and Inspectors of Elections.* (a)  The corporationshall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails toact. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shalltake and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.  (b)  The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count allvotes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting,and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.  (c)  The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at themeeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the Inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise. (d)  In determining the validity and counting of proxies and ballots, the inspectors shall be limitedto an examination of the proxies, any envelopes submitted with those 4 
proxies, any information provided in accordance with Section 212(c)(2) of the Delaware General Corporation Law, ballots and the regular booksand records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons whichrepresent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, theinspectors at the time they make their certification pursuant to subsection (b)(v) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the informationwas obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.  Section 2.8**    ***List of Stockholders.*****    The officer who has charge of the stock ledger of the corporation shall prepare and make, at leastten 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 and the number of shares registered in the name of each stockholder. Suchlist shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to beheld and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of meeting during the whole time thereof, andmay be inspected by any stockholder who is present.  Section 2.9**    ***StockholderProposals at Annual Meetings.*****    At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting,business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors or otherwiseproperly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writingto the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 45 days nor more than 75 days prior to the date on whichthe corporation first mailed its proxy materials for the previous year’s annual meeting of stockholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not holdan annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i)a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class andnumber of shares of the corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business.  Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2.9, provided,5 
however, that nothing in this Section 2.9 shall be deemed to preclude discussion by any stockholder of any business properly brought before theannual meeting in accordance with said procedure.  The Chairman of an annual meeting shall, if the facts warrant,determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 2.9, and if he should so determine, he shall so declare to the meeting and any such business notproperly brought before the meeting shall not be transacted.  Nothing in this Section 2.9 shall affect the rightof a stockholder to request inclusion of a proposal in the corporation’s proxy statement to the extent that such right is provided by an applicable rule of the Securities and Exchange Commission.  Section 2.10**    ***Nominations of Persons for Election to the Board ofDirectors.*****    In addition to any other applicable requirements, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons forelection to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed by the Board of Directors or by any stockholder of thecorporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or at the direction of the Board of Directors, shall be madepursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 45 days nor morethan 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of stockholders (or the date on which the corporation mails its proxy materials for the current year if during theprior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes tonominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the corporation which arebeneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934; and (b)as to the stockholder giving the notice, (i) the name and record address of the stockholder, and (ii) the class and number of shares of the corporation which are beneficially owned by the stockholder. The corporation may require any proposed nomineeto furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election as a director of thecorporation unless nominated in accordance with the procedures set forth herein. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of preferred stock.  The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordancewith the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. 6 
**ARTICLE 3** **Directors** Section 3.1**    ***Number and Term ofOffice.*****    The number of directors which shall constitute the whole of the Board of Directors shall be seven (7). Except as provided in Section 3.3 of this Article III, the directors shall be elected by a pluralityvote of the shares represented in person or by proxy, at the stockholders annual meeting in each year and entitled to vote on the election of directors.  Section 3.2*****    Powers.*****    The powers of the corporation shall be exercised, its business conducted and its property controlled by or underthe direction of the Board of Directors.  Section3.3**    ***Vacancies.*****    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 inoffice, 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 dulyelected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this section in the case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directorsare to be elected (including any meeting referred to in Section 3.4 below) to elect the number of directors then constituting the whole Board.  Section 3.4**    ***Resignations and Removals.***** (a)  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 atthe 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, effective at a future date, a majority of thedirectors 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, and each director so chosen shall holdoffice 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.  (b)  At a special meeting of stockholders called for the purpose in the manner hereinabove provided, the Board of Directors, or any individual director, may be removed from office, with orwithout 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 3.5**    ***Meetings.***** (a)  The annual meeting of the Board of Directors shall be held immediately after the annual stockholders’ meeting and at the place where such meeting is held 7 
or at the place announced by the Chairman at such meeting. No notice of an annual meeting of the Board of Directors shall be necessary and suchmeeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.  (b)  Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 1.2 of Article 1 hereof. Regularmeetings of the Board of Directors may also be held at any place within or without the State of Delaware which has been designated by resolutions of the Board of Directors or the written consent of all directors.  (c)  Special meetings of the Board of Directors may be held at any time and place within or without the State of Delawarewhenever called by the Chairman of the Board or, if there is no Chairman of the Board, by the Chief Executive Officer, or by any of the directors.  (d)  Written notice of the time and place of all regular and special meetings of the Board of Directors shall be delivered personally to each director or sent by telegram or facsimile atleast 48 hours before the start of the meeting, or sent by first class mail at least 120 hours before the start of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any directorby attendance thereat.  Section 3.6    *Quorum and Voting.* (a)  A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time inaccordance with Section 3.1 of Article 3 of these Bylaws, but not less than one; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed forthe next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.  (b)  At each meeting of the Board at which a quorum is present all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Certificate ofIncorporation, or these Bylaws.  (c)  Any member of the Board of Directors, or of any committee thereof,may participate in a meeting by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presencein person at such meeting.  (d)  The transactions of any meeting of the Board of Directors, or anycommittee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors notpresent shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, 8 
consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Section 3.7**    ***Action Without Meeting.*****    Unless otherwise restricted by theCertificate 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 or of such committee, as thecase may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board or committee.  Section 3.8**    ***Fees and Compensation.*****    Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement forexpenses, as may be fixed or determined by resolution of the Board of Directors.  Section3.9**    ***Committees.***** (a)*  ExecutiveCommittee.*    The Board of Directors may, by resolution passed by a majority of the whole Board, appoint an Executive Committee of not less than one member, each of whom shall be a director. The Executive Committee, to theextent permitted by law, shall have and may exercise when the Board of Directors is not in session all powers of the Board in the management of the business and affairs of the corporation, including, without limitation, the power and authority todeclare a dividend or to authorize the issuance of stock, except such committee shall not have the power or authority to amend the Certificate of Incorporation, to adopt an agreement or merger or consolidation, to recommend to the stockholders thesale, lease or exchange of all or substantially all of the corporation’s property and assets, to recommend to the stockholders of the corporation a dissolution of the corporation or a revocation of a dissolution, or to amend these Bylaws. (b)*  Other Committees.*    The Board of Directors may, by resolution passedby a majority of the whole Board, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by theresolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.  (c)*  Term.*    The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which shall have appointedsuch committee. The Board, subject to the provisions of subsections (a) or (b) of this Section 3.9, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee; provided, that no committeeshall consist of less than one member. The membership of a committee member shall terminate on the date of his death or voluntary resignation, but the Board may at any time for any reason remove any individual committee member and the Board may fillany committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any 9 
meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in the place of any such absent or disqualified member.  (d)*  Meetings.*    Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 3.9 shall be held atsuch times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter; specialmeetings of any such committee may be held at the principal office of the corporation required to be maintained pursuant to Section 1.2 of Article 1 hereof; or at any place which has been designated from time to time by resolution of such committeeor by written consent of all members thereof, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided forthe giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time after the meeting and will bewaived by any director by attendance thereat. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorumis present shall be the act of such committee.  **ARTICLE 4** **Officers** Section4.1**    ***Officers Designated.*****    The officers of the corporation shall be a Chairman of the Board of Directors and a Chief Executive Officer, one or more Vice-Presidents, a Secretary, and aTreasurer. 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 or the Chairman of the Board or the Chief Executive Officer mayalso appoint one or more assistant secretaries, assistant treasurers, and such other officers and agents with such powers and duties as it or he shall deem necessary. The Board of Directors may assign such additional titles to one or more of theofficers as they shall 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 shallbe fixed by or in the manner designated by the Board of Directors.  Section 4.2    *Tenureand Duties of Officers.* (a)*  General.*    All officers shall hold officeat the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the corporation. 10 
 (b)*  Duties of the Chairman of the Board ofDirectors.*    The Board of Directors may elect from among its members a Chairman of the Board. The Chairman of the Board of Directors (if there be such an officer appointed) shall, when present, preside at all meetings of thestockholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  (c)*  Duties of Chief Executive Officer.*    The Chief Executive Officer shall preside at all meetingsof the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The Chief Executive Officer shall perform such other duties and have such other powers as the Boardof Directors shall designate from time to time.  (d)*  Duties of President andVice-Presidents.*    The President, and then the Vice-Presidents, in the order of their seniority, may assume and perform the duties of the Chief Executive Officer in the absence or disability of the Chief Executive Officer orwhenever the office of the Chief Executive Officer is vacant. The President and each Vice-President shall perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time totime.  (e)*  Duties of Secretary.*    The Secretary shall attend all meetingsof the stockholders and of the Board of Directors and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice, in conformity with these Bylaws, of all meetingsof the stockholders, and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. TheChief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform such other duties and have such other powers asthe Board of Directors or the Chief Executive Officer shall designate from time to time.  (f)*  Dutiesof Treasurer.*    The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner, and shall render statements of the financial affairs of the corporation in such form andas often as required by the Board of Directors or the Chief Executive Officer. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform allother duties commonly incident to such office and shall perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time. The Chief Executive Officer may direct anyAssistant Treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer shall perform such other duties and have such other powers as the Board of Directors or the ChiefExecutive Officer shall designate from time to time.  **ARTICLE 5**11 
**Execution of Corporate Instruments and Voting****of Securities Owned by the Corporation** Section 5.1    *Execution ofCorporate Instruments.* (a)  The Board of Directors may, in its discretion, determine the method anddesignate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shallbe binding upon the corporation.  (b)  Unless otherwise specifically determined by the Board ofDirectors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporateseal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board (if there be such an officer appointed) or by the Chief Executive Officer or President; such documents may also beexecuted by any Vice-President *and* by the Secretary 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 executedas aforesaid or in such other manner as may be directed by the Board of Directors.  (c)  All checks anddrafts drawn on banks or other depositories 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.  Section 5.2*****    Voting of Securities Owned by Corporation.*****    All stock andother 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 theBoard of Directors or, in the absence of such authorization, by the Chairman of the Board (if there be such an officer appointed), or by the Chief Executive Officer, President, or any Vice-President.  **ARTICLE 6** **Shares of Stock** Section 6.1**    ***Form and Execution ofCertificates.*****    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 shallbe entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice-President and by the Treasurer or Assistant Treasurer or theSecretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whosefacsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such 12 
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. Ifthe corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or seriesthereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series ofstock, provided that, except as otherwise provided in section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue torepresent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of eachclass of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Section 6.2**    ***Lost Certificates.*****    The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificatestheretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate orcertificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to indemnify the corporation insuch manner as it shall require and/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 lostor destroyed.  Section 6.3**    ***Transfers.*****    Transfersof record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properlyendorsed.  Section 6.4**    ***Fixing Record Dates.***** (a)  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shallnot be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall beat the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of recordentitled notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.  (b)  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without ameeting, the Board of Directors may 13 
fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board ofDirectors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date fordetermining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed writtenconsent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book inwhich proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board ofDirectors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which theBoard of Directors adopts the resolution taking such prior action.    (c)  In order that thecorporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, orfor the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixtydays prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. Section 6.5**    ***Registered Stockholders.*****    Thecorporation 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 orinterest 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 7** **Other Securities of theCorporation** All bonds, debentures and other corporate securities of the corporation, other than stockcertificates, may be signed by the Chairman of the Board (if there be such an officer appointed), or the Chief Executive Officer, President or any Vice-President or such other person as may be authorized by the Board of Directors and the corporateseal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture orother 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 signature of the persons signing and attesting thecorporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such 14 
persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shallbe 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 signedor attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or othercorporate 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 8** **Indemnification of Officers, Directors, Employees and Agents** Section8.1**    ***Right to Indemnification.*****    Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending,or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director,officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including servicewith respect to employee benefit plans, whether the basis of the 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(hereafter an “Agent”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case ofany such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (includingattorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on anyAgent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), orpreparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); *provided*, *however*, that except as to actions to enforce indemnification rights pursuant to Section 8.3 of this Article, the corporation shallindemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnificationconferred in this Article shall be a contract right.  Section 8.2**    ***Authority toAdvance Expenses.*****    Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding,*provided*, *however*, that if required by the Delaware General Corporation Law, as amended, such Expenses shall be 15 
advanced only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shallultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article or otherwise. Expenses incurred by other Agents of the corporation (or by the directors or officers not acting in their capacity assuch, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse the corporation for Expense advances shall be unsecured and nointerest shall be charged thereon.  Section 8.3**    ***Right of Claimant to BringSuit.*****    If a claim under Section 8.1 or 8.2 of this Article is not paid in full by the corporation within 90 days after a written claim has been received by the corporation, the claimant may at any time thereafterbring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be adefense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimanthas not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neitherthe failure of the 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 the claimant is proper under thecircumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders)that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.  Section 8.4**    *********Provisions Nonexclusive.***********    The rights conferred on any person bythis Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, bothas to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate, agreement, or vote of the stockholders or disinterested directors is inconsistent with thesebylaws, the provision, agreement, or vote shall take precedence.  Section8.5**    ***Authority to Insure.*****    The corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the corporation would have the powerto indemnify the Agent against such Expense under applicable law or the provisions of this Article.  Section8.6*****    Survival of Rights.*****    The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, andadministrators of such a person.  Section 8.7*****    Settlement ofClaims.*****    The corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts paid in settlement of any action or claim 16 
effected without the corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if thecorporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.  Section 8.8**    ***Effect of Amendment.*****    Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Agent existing atthe time of such amendment, repeal, or modification.  Section8.9**    ***Subrogation.*****    In the event of payment under this Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, whoshall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.  Section 8.10**    ***No Duplication of Payments.*****    The corporationshall not be liable under this Article to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amountsotherwise indemnifiable hereunder.  **ARTICLE 9** **Notices** Whenever, under anyprovisions of these Bylaws, notice is required to be given to any stockholder, the same shall be given in writing, timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown bythe stock record of the corporation or its transfer agent. Any notice required to be given to any director may be given by the method hereinabove stated, or by telegram or other means of electronic transmission, except that such notice other thanone which is delivered personally, shall be sent to such address or (in the case of facsimile telecommunication) facsimile telephone number as such director shall have filed in writing with the Secretary of the corporation, or, in the absence ofsuch filing, to the last known post office address of such director. If no address of a stockholder or director be known, such notice may be sent to the office of the corporation required to be maintained pursuant to Section 1.2 of Article 1 hereof.An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of thestockholder or stockholders, director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained. All notices given by mail, asabove provided, shall be deemed to have been given as at the time of mailing and all notices given by telegram or other means of electronic transmission shall be deemed to have been given as at the sending time recorded by the telegraph company orother electronic transmission equipment operator transmitting the same. It shall not be necessary that the same method of giving be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, andany other permissible method or methods may be employed in respect of any other or others. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, orwithin which any director may exercise 17 
any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended inany manner by the failure of such a stockholder or such director to receive such notice. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these Bylaws, a waiver thereof inwriting signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever notice is required to be given, under any provision of law or of the Certificate ofIncorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a licenseor permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In theevent that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice wasgiven to all persons entitled to receive notice except such persons with whom communication is unlawful.  **ARTICLE 10** **Amendments** These Bylaws may be repealed, altered or amended or new Bylaws adopted at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to voteat such meeting; provided, however, that Sections 2.3, 2.9 or 2.10 may only be repealed, altered or amended by the affirmative vote of 66 2/3% of the stock entitled to vote at such meeting. The Board of Directors shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation, theamendment of any Bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimous written consent or at any annual, regular, or special meeting by the affirmative vote of a majority of the whole number ofdirectors, subject to the power of the stockholders to change or repeal such Bylaws and provided that the Board of Directors shall not make or alter any Bylaws fixing the qualifications, classifications, or term of office of directors and may notchange or repeal Sections 2.3, 2.9 or 2.10. 18