EXHIBIT 3.4 AMENDED AND RESTATED BYLAWS OF VAXGEN, INC. DATED: May 26, 2004   TABLE
OF CONTENTS

PAGEARTICLE I

OFFICES
1Section
1.

Registered
Office
1Section
2.

Other
Offices
1ARTICLE II

CORPORATE
  SEAL
1Section
3.

Corporate
Seal
1ARTICLE III

STOCKHOLDERS
  MEETINGS
1Section
4.

Place Of
Meetings
1Section
5.

Annual
Meetings
1Section
6.

Special
Meetings
3Section
7.

Notice Of
Meetings
4Section
8.

Quorum
5Section
9.

Adjournment
And Notice Of Adjourned
  Meetings
5Section
10.

Voting
Rights
6Section
11.

Joint Owners
Of Stock
6Section
12.

List Of
Stockholders
6Section
13.

Action Without
Meeting
6Section
14.

Organization
6ARTICLE IV

DIRECTORS
7Section
15.

Number And
Term Of Office
7Section
16.

Powers
7Section
17.

Board of
Directors
7Section
18.

Vacancies
8Section
19.

Resignation
8Section
20.

Removal
8Section
21.

Meetings
8Section
22.

Quorum And
Voting
9Section
23.

Action Without
Meeting
9Section
24.

Fees And
Compensation
10Section
25.

Committees
10i

TABLE
OF CONTENTS(CONTINUED)

PAGESection
26.

Organization
11ARTICLE V

OFFICERS
11Section
27.

Officers
Designated
11Section
28.

Tenure And
Duties Of Officers
12Section
29.

Delegation Of
Authority
13Section
30.

Resignations
13Section
31.

Removal
13ARTICLE VI

EXECUTION OF
  CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION
13Section
32.

Execution Of
Corporate Instruments
13Section
33.

Voting Of
Securities Owned By The
  Corporation
14ARTICLE VII

SHARES OF
  STOCK
14Section
34.

Form And
Execution Of Certificates
14Section
35.

Lost
Certificates
14Section
36.

Transfers
15Section
37.

Fixing Record
Dates
15Section
38.

Registered
Stockholders
15ARTICLE VIII

OTHER
  SECURITIES OF THE CORPORATION
16Section
39.

Execution Of
Other Securities
16ARTICLE IX

DIVIDENDS
16Section
40.

Declaration Of
Dividends
16Section
41.

Dividend
Reserve
16ARTICLE X

FISCAL YEAR
17Section
42.

Fiscal
Year
17ARTICLE XI

INDEMNIFICATION
17Section
43.

Indemnification Of Directors, Executive
     Officers, Other Officers, Employees And Other Agents
17ARTICLE XII

NOTICES
20Section
44.

Notices
20ii

TABLE
OF CONTENTS(CONTINUED)

PAGEARTICLE XIII

AMENDMENTS
21Section
45.

The Board of
Directors is expressly
  empowered to adopt, amend or repeal the Bylaws of the corporation
21ARTICLE XIV

LOANS TO
  OFFICERS
21Section
46.

Loans To
Officers
21iii

AMENDED AND RESTATED BYLAWS

OF

VAXGEN, INC.

ARTICLE I

OFFICES

Section
1. Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City of Wilmington, County
of New Castle.

Section
2. Other Offices. The corporation shall also have and
maintain an office or principal place of business 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 Board of Directors may adopt a
corporate seal. The corporate seal 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 may be held at such place, either within or without the State
of Delaware, as may be determined from time to time by the Board of Directors.
The Board of Directors may, in its sole discretion, determine that the meeting
shall not be held at any place, but may instead be held solely by means of
remote communication as provided under the Delaware General Corporation Law
(DGCL).

Section
5. Annual Meetings.

(a)
The annual meeting of the stockholders
of the corporation, for the purpose of election of directors and for such other
business as may lawfully come before it, shall be held on such date and at such
time as may be designated from time to time by the Board of Directors.
Nominations of persons for election to the Board of Directors of the
corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders: (i) pursuant to the
corporations notice of meeting of stockholders; (ii) by or at the direction of
the Board of Directors; or (iii) by any stockholder of the corporation who was
a

1

stockholder of
record at the time of giving the stockholders notice provided for in the
following paragraph, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in Section 5.

(b)At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii) of
Section 5(a) of these Bylaws, (i) the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation, (ii) such other
business must be a proper matter for stockholder action under DGCL, (iii) if
the stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the corporation with a Solicitation Notice (as
defined in clause (iii) of the last sentence of this Section 5(b)), such
stockholder or beneficial owner must, in the case of a proposal, have delivered
a proxy statement and form of proxy to holders of at least the percentage of
the corporations voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a
proxy statement and form of proxy to holders of a percentage of the
corporations voting shares reasonably believed by such stockholder or
beneficial owner to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder, and must, in either case, have included in
such materials the Solicitation Notice, and (iv) if no Solicitation Notice
relating thereto has been timely provided pursuant to this section, the
stockholder or beneficial owner proposing such business or nomination must not
have solicited a number of proxies sufficient to have required the delivery of
such a Solicitation Notice under this Section 5. To be timely, a
stockholders notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the ninetieth (90th) day nor earlier than the close of business on
the one hundred twentieth (120th) day prior to the first anniversary
of the preceding years annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced more than thirty (30) days
prior to or delayed by more than thirty (30) days after the anniversary of the
preceding years annual meeting, notice by the stockholder to be timely must be
so delivered not earlier than the close of business on the one hundred
twentieth (120th) day prior to such annual meeting and not later
than the close of business on the later of the ninetieth (90th) day
prior to such annual meeting or the tenth (10th) day following the
day on which public announcement of the date of such meeting is first made. In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholders notice as
described above. Such stockholders notice shall set forth: (A) as to each
person whom the stockholder proposed to nominate for election or reelection as
a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the 1934 Act) and Rule
14a-4(d) thereunder (including such persons written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (B)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (C) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the corporations books, and of such

2

beneficial
owner, (ii) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of the proposal,
at least the percentage of the corporations voting shares required under
applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the corporations voting shares
to elect such nominee or nominees (an affirmative statement of such intent, a
Solicitation Notice).

(c)Notwithstanding anything in the third
sentence of Section 5(b) of these Bylaws to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of
Directors made by the corporation at least one hundred (100) days prior to the
first anniversary of the preceding years annual meeting, a stockholders
notice required by this Section 5 shall also be considered timely, but
only with respect to nominees for any new positions created by such increase,
if it shall be delivered to the Secretary at the principal executive offices of
the corporation not later than the close of business on the tenth (10th)
day following the day on which such public announcement is first made by the
corporation.

(d)
Only such persons who are nominated in
accordance with the procedures set forth in this Section 5 shall be
eligible to serve as directors and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 5. Except as
otherwise provided by law, the Chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed to be brought
before the meeting was made, or proposed, as the case may be, in accordance
with the procedures set forth in these Bylaws and, if any proposed nomination
or business is not in compliance with these Bylaws, to declare that such
defective proposal or nomination shall not be presented for stockholder action
at the meeting and shall be disregarded.

(e)
Notwithstanding the foregoing
provisions of this Section 5, in order to include information with respect
to a stockholder proposal in the proxy statement and form of proxy for a
stockholders meeting, stockholders must provide notice as required by the
regulations promulgated under the 1934 Act. Nothing in these Bylaws shall be
deemed to affect any rights of stockholders to request inclusion of proposals
in the corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.

(f)
For purposes of this Section 5,
public announcement shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

Section
6. Special Meetings.

(a)
Special meetings of the stockholders of
the corporation may be called, for any purpose or purposes, by (i) the
Chairman of the Board of Directors, (ii) the Chief Executive Officer, or
(iii) the Board of Directors pursuant to a resolution adopted by a majority
of the total

3

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 of Directors for adoption).

(b)
If a special meeting is properly called
by any person or persons other than the Board of Directors, the request shall
be in writing, specifying the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by certified or registered
mail, return receipt requested, to the Chairman of the Board of Directors, the
Chief Executive Officer, or the Secretary of the corporation. No business may
be transacted at such special meeting otherwise than specified in such notice.
The Board of Directors shall determine the time and place of such special
meeting, which shall be held not less than thirty-five (35) nor more than one
hundred twenty (120) days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the officer receiving the
request shall cause notice to be given to the stockholders entitled to vote, in
accordance with the provisions of Section 7 of these Bylaws. Nothing
contained in this paragraph (b) shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the Board
of Directors may be held.

(c)
Nominations of persons for election to
the Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the corporations notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of
the corporation who is a stockholder of record at the time of giving notice
provided for in these Bylaws who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section 6(c). In
the event the corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any such
stockholder may nominate a person or persons (as the case may be), for election
to such position(s) as specified in the corporations notice of meeting, if the
stockholders notice required by Section 5(b) of these Bylaws shall be
delivered to the Secretary at the principal executive offices of the
corporation not earlier than the close of business on the one hundred twentieth
(120th) day prior to such special meeting and not later
than the close of business on the later of the ninetieth (90th) day
prior to such meeting or the tenth (10th) day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholders
notice as described above.

Section
7. Notice Of Meetings. Except as otherwise provided by
law, notice, given in writing or by electronic transmission, 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, if any, date and hour, in the
case of special meetings, the purpose or purposes of the meeting, and the means
of remote communications, if any, by which stockholders and proxy holders may
be deemed to be present in person and vote at any such meeting. If mailed,
notice is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at such stockholders address as it appears on the
records of the corporation. Notice of the time, place, if any, and purpose of
any meeting of stockholders may be waived in writing, signed by the person
entitled to notice thereof, or by electronic transmission by such person,
either before or after such meeting, and

4

will be waived
by any stockholder by his attendance thereat in person, by remote
communication, if applicable, 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, by remote communication, if
applicable, 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. 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 statute or by applicable stock exchange or Nasdaq rules,
or by the Certificate of Incorporation or these Bylaws, in all matters other
than the election of directors, the affirmative vote of the majority of shares
present in person, by remote communication, if applicable, or represented by
proxy at the meeting and entitled to vote generally on the subject matter shall
be the act of the stockholders. Except as otherwise provided by statute, the Certificate
of Incorporation or these Bylaws, directors shall be elected by a plurality of
the votes of the shares present in person, by remote communication, if
applicable, or represented by proxy at the meeting and entitled to vote
generally on the election of directors. Where a separate vote by a class or
classes or series is required, except where otherwise provided by the statute
or by the Certificate of Incorporation or these Bylaws, a majority of the
outstanding shares of such class or classes or series, present in person, by
remote communication, if applicable, or represented by proxy duly authorized,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. Except where otherwise provided by statute or by the Certificate
of Incorporation or these Bylaws, the affirmative vote of the majority
(plurality, in the case of the election of directors) of shares of such class
or classes or series present in person, by remote communication, if applicable,
or represented by proxy at the meeting shall be the act of such class or
classes or series.

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 present in person, by remote communication, if applicable, or
represented by proxy at the meeting. When a meeting is adjourned to another
time or place, if any, notice need not be given of the adjourned meeting if the
time and place, if any, thereof are 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.

5

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. 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. Joint Owners Of Stock. If shares or other
securities having voting power stand of record in the names of two (2) or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety, or otherwise, or if two (2) or more persons
have the same fiduciary relationship respecting the same shares, unless the
Secretary is given written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the following
effect: (a) if only one (1) votes, his act binds all; (b) if more
than one (1) votes, the act of the majority so voting binds all; (c) if
more than one (1) votes, but the vote is evenly split on any particular matter,
each faction may vote the securities in question proportionally, or may apply
to the Delaware Court of Chancery for relief as provided in the DGCL,
Section 217(b). If the instrument filed with the Secretary shows that any
such tenancy is held in unequal interests, a majority or even-split for the
purpose of subsection (c) shall be a majority or even-split in interest.

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,
(a) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (b) during ordinary business hours, at the principal place of
business of the corporation. In the event that the corporation determines to
make the list available on an electronic network, the corporation may take
reasonable steps to ensure that such information is available only to
stockholders of the corporation. The list shall be open to examination of any
stockholder during the time of the meeting as provided by law.

Section
13. Action Without Meeting.

(a)No action shall be taken by the stockholders except at
an annual or special meeting of stockholders called in accordance with these
Bylaws, and no action shall be taken by the stockholders by written consent or
by electronic transmission.

Section
14. Organization.

(a)
At every meeting of stockholders, 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,

6

a chairman of
the meeting chosen by a majority in interest of the stockholders entitled to
vote, present in person or by proxy, shall act as chairman. The Secretary, or,
in his absence, an Assistant Secretary directed to do so by the President,
shall act as secretary of the meeting.

(b)
The Board of Directors of the
corporation shall be entitled to make such rules or regulations for the conduct
of meetings of stockholders as it shall deem necessary, appropriate or
convenient. Subject to such rules and regulations of the Board of Directors, if
any, the chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation, establishing an
agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations
on participation in such meeting to stockholders of record of the corporation
and their duly authorized and constituted proxies and such other persons as the
chairman shall permit, restrictions on entry to the meeting after the time
fixed for the commencement thereof, limitations on the time allotted to
questions or comments by participants and regulation of the opening and closing
of the polls for balloting on matters which are to be voted on by ballot. The
date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting. Unless and to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not be required to be
held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section
15. Number And Term Of Office. The authorized number
of directors of the corporation shall be fixed in accordance with 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
16. 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
17. Board of Directors. Subject to the rights of the
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, directors shall be elected at each annual meeting of
stockholders for a term of one year. Each director shall serve until his
successor is duly elected and qualified or until his death, resignation or
removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

7

Section
18. Vacancies.

(a)
Unless otherwise provided in the
Certificate of Incorporation and subject to the rights of the holders of any
series of Preferred Stock, any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other causes and any
newly created directorships resulting from any increase in the number of
directors shall, unless the Board of Directors determines by resolution that
any such vacancies or newly created directorships shall be filled by
stockholders, be filled only by the affirmative vote of a majority of the
directors then in office, even though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the director for which the
vacancy was created or occurred and until such directors successor shall have
been elected and qualified. A vacancy in the Board of Directors shall be deemed
to exist under this Section 18 in the case of the death, removal or
resignation of any director.

Section
19. Resignation. Any director may resign at any time
by delivering his or her notice in writing or by electronic transmission 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, 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
20. Removal. The Board of Directors or any individual
director may be removed from office at any time (a) with cause by the
affirmative vote of the holders of a
majority of the voting power of all the then-outstanding shares of
capital stock of the corporation, entitled to vote generally at an election of
directors or (b) without cause by the affirmative vote of the holders of at
least sixty-six and two-thirds percent
(66 2/3%) of the voting power of all the
then-outstanding shares of the capital stock of the corporation entitled to
vote generally at an election of directors.

Section
21. Meetings.

(a)
Regular Meetings. Unless otherwise
restricted by the Certificate of Incorporation, regular meetings of the Board
of Directors may be held at any time or date and at any place within or without
the State of Delaware which has been designated by the Board of Directors and
publicized among all directors, either orally or in writing, by telephone,
including a voice-messaging system or other system designed to record and
communicate messages, facsimile, telegraph or telex, or by electronic mail or
other electronic means. No further notice shall be required for regular
meetings of the Board of Directors.

(b)
Special Meetings.Unless otherwise
restricted by the Certificate of Incorporation, special meetings of the Board
of Directors may be held at any time and place

8

within or
without the State of Delaware whenever called by the Chairman of the Board, the
President or a majority of the
authorized number of directors.

(c)
Meetings by Electronic Communications Equipment.Any
member of the Board of Directors, or of any committee thereof, may participate
in a meeting by means of conference telephone or other communications 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 presence in
person at such meeting.

(d)
Notice of Special Meetings.Notice of the
time and place of all special meetings of the Board of Directors shall be
orally or in writing, by telephone, including a voice messaging system or other
system or technology designed to record and communicate messages, facsimile,
telegraph or telex, or by electronic mail or other electronic means, during
normal business hours, at least twenty-four (24) hours before the date and time
of the meeting. If notice is sent by US mail, it shall be sent by first class
mail, charges prepaid, at least three (3) days before the date of the meeting.
Notice of any meeting may be waived in writing, or by electronic transmission,
at any time before or after the meeting and will be waived by any director by
attendance thereat, except when the director attends the 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.

(e)
Waiver of Notice.The transaction of all
business at any meeting of the Board of Directors, or any committee 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 not present who did
not receive notice shall sign a written waiver of notice or shall waive notice
by electronic transmission. All such waivers shall be filed with the corporate
records or made a part of the minutes of the meeting.

Section
22. Quorum And Voting.

(a)
Unless the Certificate of Incorporation
requires a greater number, a quorum of the Board of Directors shall consist of
a majority of the exact number of directors fixed from time to time by the
Board of Directors in accordance with the Certificate of Incorporation; 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 for the next regular meeting of the Board of Directors, without notice
other than by announcement at the meeting.

(b)
At each meeting of the Board of
Directors at which a quorum is present, all questions and business shall be
determined by the affirmative vote of a majority of the directors present,
unless a different vote be required by law, the Certificate of Incorporation or
these Bylaws.

Section
23. 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

9

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
24. 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
25. Committees.

(a)
Executive Committee. The Board of Directors
may appoint an Executive Committee to consist of one (1) or more members of the
Board of Directors. The Executive Committee, to the extent permitted by law and
provided in the resolution of the Board of Directors shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to
(i) approving or adopting, or recommending to the stockholders, any action
or matter expressly required by the DGCL to be submitted to stockholders for
approval, or (ii) adopting, amending or repealing any bylaw of the
corporation.

(b)
Other Committees. The Board of Directors
may, from time to time, appoint such other committees as may be permitted by
law. Such other committees appointed by the Board of Directors shall consist of
one (1) or more members of the Board of Directors and shall have such powers
and perform such duties as may be prescribed by the resolution or resolutions
creating such committees, but in no event shall any such committee have the
powers denied to the Executive Committee in these Bylaws.

(c)
Term. The Board of Directors, subject to
any requirements of any outstanding series of Preferred Stock and the
provisions of subsections (a) or (b) of this Bylaw, may at any time
increase or decrease the number of members of a committee or terminate the
existence of a committee. The membership of a committee member shall terminate
on the date of his death or voluntary resignation from the committee or from the
Board of Directors. The Board of Directors may at any time for any reason
remove any individual committee member and the Board of Directors may fill any
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 or disqualified 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 meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may

10

unanimously
appoint another member of the Board of Directors 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 25 shall be held at
such 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.
Special meetings of any such committee may be held at any place which has been
determined from time to time by such committee, and may be called by any director who
is a member of such committee, upon notice to the members of such committee of
the time and place of such special meeting given in the manner provided for the
giving of 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 before or after the meeting
and will be waived by any director by attendance thereat, except when the
director attends such special 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. Unless otherwise provided by the
Board of Directors in the resolutions authorizing the creation of the
committee, 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 quorum is present shall be
the act of such committee.

Section
26. 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 (if a director), or if the President is
absent, the most senior Vice President (if a director), or, in the absence of
any such person, a chairman of the meeting chosen by a majority of the
directors present, shall preside over the meeting. The Secretary, or in his
absence, any Assistant Secretary directed to do so by the President, shall act
as secretary of the meeting.

ARTICLE V

OFFICERS

Section
27. Officers Designated. The officers of the
corporation shall include, if and when designated by the Board of Directors,
the Chairman of the Board of Directors, the
Chief Executive Officer, the President, one or more Vice Presidents, the
Secretary, the Chief Financial Officer, the Treasurer and the Controller, all
of whom shall be elected at the annual organizational meeting of the Board of
Directors. The Board of Directors may also appoint one or more Assistant
Secretaries, Assistant Treasurers, Assistant Controllers and such other
officers and agents with such powers and duties as it shall deem necessary. The
Board of Directors may assign such additional titles to one or more of the
officers as it 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 shall be fixed by or in the manner designated by the Board of
Directors.

11

Section
28. Tenure And Duties Of Officers.

(a)
General. All officers shall hold office at
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.

(b)
Duties of Chairman of the Board of Directors.
The Chairman of the Board of Directors, when present, shall preside at all
meetings of the stockholders and the Board of Directors. The Chairman of the
Board of Directors shall perform other duties commonly incident to the office
and shall also perform such other duties and have such other powers, as the
Board of Directors shall designate from time to time. If there is no President,
then the Chairman of the Board of Directors shall also serve as the Chief
Executive Officer of the corporation and shall have the powers and duties
prescribed in paragraph (c) of this Section 28.

(c)
Duties of President. The President shall
preside at all meetings of 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. Unless some other officer
has been elected Chief Executive Officer of the corporation, the President
shall be the chief executive officer of the corporation and shall, subject to
the control of the Board of Directors, have general supervision, direction and
control of the business and officers of the corporation. The President shall perform other duties commonly
incident to the office and shall also perform such other duties and have such
other powers, as the Board of Directors shall designate from time to time.

(d)
Duties of Vice Presidents. The Vice
Presidents may assume and perform the duties of the President in the absence or
disability of the President or whenever the office of President is vacant. The
Vice Presidents shall perform other duties commonly incident to their office
and shall also perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to time.

(e)
Duties of Secretary. The Secretary shall
attend all meetings of the stockholders and of the Board of Directors 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 meetings
of the stockholders and of all meetings of the Board of Directors and any
committee thereof requiring notice. The Secretary shall perform all other
duties provided for in these Bylaws and other duties commonly incident to the
office and shall also perform such other duties and have such other powers, as
the Board of Directors shall designate from time to time. The President 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 other duties commonly incident to the office and shall
also perform such other duties and have such other powers as the Board of
Directors or the President shall designate from time to time.

(f)
Duties of Chief Financial Officer. The
Chief Financial Officer 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 and as often as

12

required by
the Board of Directors or the President. The Chief Financial Officer, subject
to the order of the Board of Directors, shall have the custody of all funds and
securities of the corporation. The Chief Financial Officer shall perform other
duties commonly incident to the office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time. The President may direct the Treasurer or any
Assistant Treasurer, or the Controller or any Assistant Controller to assume
and perform the duties of the Chief Financial Officer in the absence or
disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer
and each Controller and Assistant Controller shall perform other duties
commonly incident to the office and shall also perform such other duties and
have such other powers as the Board of Directors or the President shall
designate from time to time.

Section
29. 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
30. Resignations. Any officer may resign at any time
by giving notice in writing or by electronic transmission 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
31. Removal. Any officer may be removed from office at
any time, either with or without cause, by the affirmative vote of a majority
of the directors in office at the time, or by the unanimous written consent 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
32. 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.

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.

13

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
33. 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 Chief
Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES
OF STOCK

Section
34. 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. Any or all of the signatures
on the certificate may be facsimiles. 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 powers, designations, preferences, and rights, and the limitations
or restrictions of the shares authorized to be issued or shall, except as
otherwise required by law, set forth on the face or back 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 each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to this section or otherwise required by law or with
respect to this section 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
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

Section
35. 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

14

destroyed
certificate or certificates, or the owners legal representative, to agree to
indemnify the corporation 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
36. Transfers.

(a)
Transfers of 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 properly endorsed
certificate or certificates for a like number of shares.

(b)
The corporation shall have power to
enter into and perform any agreement with any number of stockholders of any one
or more classes of stock of the corporation to restrict the transfer of shares
of stock of the corporation of any one or more classes owned by such
stockholders in any manner not prohibited by the DGCL.

Section
37. Fixing Record Dates.

(a)
In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix, in
advance, 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 shall, subject to applicable law, not be more than sixty (60)
nor less than ten (10) 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 be at 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 day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

(b)
In order that the corporation 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,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, 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 sixty (60) days 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
38. 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.

15

ARTICLE VIII

OTHER
SECURITIES OF THE CORPORATION

Section
39. Execution Of Other Securities. All bonds,
debentures and other corporate securities of the corporation, other than stock
certificates (covered in Section 34), 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, or where permissible facsimile 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 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
40. Declaration Of Dividends. Dividends upon the
capital stock of the corporation, subject to the provisions of the Certificate
of Incorporation and applicable law, 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 and applicable law.

Section
41. 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.

16

ARTICLE X

FISCAL
YEAR

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

ARTICLE XI

INDEMNIFICATION

Section
43. Indemnification Of Directors, Executive Officers, Other Officers, Employees
And Other Agents.

(a)
Directors and
Officers.The
corporation shall indemnify its directors and officers to the fullest extent not prohibited by
the DGCL or any other applicable law; provided, however, that the corporation
may modify the extent of such indemnification by individual contracts with its
directors and officers; and, provided,
further, that the corporation shall not be required to indemnify any
director or officer in
connection with any proceeding (or part thereof) initiated by such person
unless (i) such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board of Directors of the
corporation, (iii) such indemnification is provided by the corporation, in
its sole discretion, pursuant to the powers vested in the corporation under the
DGCL or any other applicable law or (iv) such indemnification is required to be
made under subsection (d).

(b)
Expenses. The corporation shall advance to
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director or other officer,
of the corporation, or is or was serving at the request of the corporation as a
director or executive officer of another corporation, partnership, joint
venture, trust or other enterprise, prior to the final disposition of the
proceeding, promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding provided, however, that
if the DGCL requires, an advancement of expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including,
without limitation, service to an employee benefit plan) shall be made only
upon delivery to the corporation of an undertaking (hereinafter an
undertaking), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a final adjudication)
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 43 or otherwise.

Notwithstanding
the foregoing, unless otherwise determined pursuant to paragraph (e) of
this Section 43, no advance shall be made by the corporation to an officer
of the corporation (except by reason of the fact that such officer is or was a
director of the corporation in which event this paragraph shall not apply) in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (i) by a

17

majority vote
of directors who were not parties to the proceeding, even if not a quorum, or
(ii) by a committee of such directors designated by a majority vote of
such directors, even though less than a quorum, or (iii) if there are no such
directors, or such directors so direct, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such
person acted in bad faith or in a manner that such person did not believe to be
in or not opposed to the best interests of the corporation.

(c)
Enforcement.Without the necessity of
entering into an express contract, all rights to indemnification and advances
to directors and officers under this Bylaw shall be deemed to be contractual
rights and be effective to the same extent and as if provided for in a contract
between the corporation and the director or officer. Any right to
indemnification or advances granted by this Section 43 to a director or
officer shall be enforceable by or on behalf of the person holding such right in
any court of competent jurisdiction if (i) the claim for indemnification
or advances is denied, in whole or in part, or (ii) no disposition of such
claim is made within ninety (90) days of request therefor. The claimant in such
enforcement action, if successful in whole or in part, shall be entitled to be
paid also the expense of prosecuting the claim. In connection with any claim
for indemnification, the corporation shall be entitled to raise as a defense to
any such action that the claimant has not met the standards of conduct that
make it permissible under the DGCL or any other applicable law for the
corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of
the corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
officer is or was a director of the corporation) for advances, the corporation
shall be entitled to raise a defense as to any such action clear and convincing
evidence that such person acted in bad faith or in a manner that such person
did not believe to be in or not opposed to the best interests of the
corporation, or with respect to any criminal action or proceeding that such
person acted without reasonable cause to believe that his conduct was lawful.
Neither the 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 in the circumstances because he has met the applicable standard of
conduct set forth in the DGCL or any other applicable law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has 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. In any suit brought by a director or officer
to enforce a right to indemnification or to an advancement of expenses
hereunder, the burden of proving that the director or officer is not entitled
to be indemnified, or to such advancement of expenses, under this
Section 43 or otherwise shall be on the corporation.

(d)
Non-Exclusivity of Rights.The rights
conferred on any person by this Bylaw shall not be exclusive of any other right
which such person may have or hereafter acquire under any applicable statute,
provision of the Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding office.
The corporation is specifically authorized to enter into individual contracts
with any or all of its directors, officers, employees or

18

agents
respecting indemnification and advances, to the fullest extent not prohibited
by the DGCL, or by any other applicable law.

(e)
Survival of Rights.The rights conferred on
any person by this Bylaw shall continue as to a person who has ceased to be a
director, officer, employee or other agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

(f)
Insurance.To the fullest extent permitted
by the DGCL or any other applicable law, the corporation, upon approval by the
Board of Directors, may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Section 43.

(g)
Amendments.Any repeal or modification of
this Section 43 shall only be prospective and shall not affect the rights
under this Bylaw in effect at the time of the alleged occurrence of any action
or omission to act that is the cause of any proceeding against any agent of the
corporation.

(h)
Saving Clause.If this Bylaw or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director
and officer to the full extent not prohibited by any applicable portion of this
Section 43 that shall not have been invalidated, or by any other
applicable law. If this Section 43 shall be invalid due to the application
of the indemnification provisions of another jurisdiction, then the corporation
shall indemnify each director and officer to the full extent under any other
applicable law.

(i)
Certain Definitions.For the purposes of
this Bylaw, the following definitions shall apply:

(1)The term proceeding shall be broadly construed and
shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

(2)The term expenses shall be broadly construed and
shall include, without limitation, court costs, attorneys fees, witness fees,
fines, amounts paid in settlement or judgment and any other costs and expenses
of any nature or kind incurred in connection with any proceeding.

(3)The term the corporation shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to indemnify
its directors, officers, and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this Section 43 with respect to the resulting or

19

surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.

(4)References to a director, executive officer,
officer, employee, or agent of the corporation shall include, without
limitation, situations where such person is serving at the request of the
corporation as, respectively, a director, executive officer, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

(5)References to other enterprises shall include
employee benefit plans; references to fines shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references
to serving at the request of the corporation shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner not opposed to the best interests of
the corporation as referred to in this Section 43.

ARTICLE XII

NOTICES

Section
44. Notices.

(a)
Notice To Stockholders.Written notice to
stockholders of stockholder meetings shall be given as provided in Section 7
herein. Without limiting the manner by which notice may otherwise be given
effectively to stockholders under any agreement or contract with such
stockholder, and except as otherwise required by law, written notice to
stockholders for purposes other than stockholder meetings may be sent by US
mail or nationally recognized overnight courier, or by facsimile, telegraph or
telex or by electronic mail or other electronic means.

(b)
Notice To Directors.Any notice required to
be given to any director may be given by the method stated in
subsection (a), as otherwise provided in these Bylaws, or by overnight
delivery service, facsimile, telex or telegram, except that such notice other
than one which is delivered personally shall be sent to such address as such
director shall have filed in writing with the Secretary, or, in the absence of
such filing, to the last known post office address of such director.

(c)
Affidavit Of Mailing.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, or other agent, specifying the name and address or the names and
addresses of the stockholder or stockholders, or director or directors, to whom
any such notice or notices was or were given, and the time and method of giving
the same, shall in the absence of fraud, be prima facie evidence of the facts
therein contained.

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(d)
Methods of Notice.It shall not be
necessary that the same method of giving notice be employed in respect of all
recipients of notice, but one permissible method may be employed in respect of
any one or more, and any other permissible method or methods may be employed in
respect of any other or others.

(e)
Notice To Person With Whom Communication Is Unlawful.Whenever
notice is required to be given, under any provision of law or of the
Certificate of Incorporation 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 license or 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 the event that the action taken by
the corporation is such as to require the filing of a certificate under any
provision of the DGCL, the certificate shall state, if such is the fact and if
notice is required, that notice was given to all persons entitled to receive
notice except such persons with whom communication is unlawful.

(f)
Notice to Stockholders Sharing an Address.Except as
otherwise prohibited under DGCL, any notice given under the provisions of DGCL,
the Certificate of Incorporation or the Bylaws shall be effective if given by a
single written notice to stockholders who share an address if consented to by
the stockholders at that address to whom such notice is given. Such consent
shall have been deemed to have been given if such stockholder fails to object
in writing to the corporation within 60 days of having been given notice by the
corporation of its intention to send the single notice. Any consent shall be
revocable by the stockholder by written notice to the corporation.

ARTICLE XIII

AMENDMENTS

Section
45. The Board
of Directors shall be expressly empowered to adopt, amend or repeal the Bylaws
of the corporation. The stockholders shall also have power to adopt, amend or
repeal the Bylaws of the corporation; provided, however, that, in addition to
any vote of the holders of any class or series of stock of the corporation
required by law or by the Certificate of Incorporation, such action by
stockholders shall require the affirmative vote of the holders of at least a
majority of the voting power of all of the then-outstanding shares of the
capital stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class.

ARTICLE XIV

LOANS
TO OFFICERS

Section
46. Loans To Officers. Except as otherwise prohibited
by applicable law, 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

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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 these Bylaws shall be deemed to deny,
limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

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