**Exhibit 3.2**

**AMENDED AND RESTATED BYLAWS**

**OF**

**SAFETY PRODUCTS HOLDINGS, INC.**

**ARTICLE I**

**STOCKHOLDERS**

A.           Meetings.

### 1.             Place.  Meetings of the stockholders shall be held atsuch place as may be designated by the board of directors.

### 2.             Annual Meeting.  An annual meeting of the stockholders for theelection of directors and for other business shall be held on such date and atsuch time as may be fixed by the board of directors.

### 3.             Special Meetings.  Special meetings of the stockholders may becalled at any time by the president, or the board of directors, or the holdersof a majority of the outstanding shares of stock of the Company entitled tovote at the meeting.

### 4.             Quorum.  The presence, in person or by proxy, of theholders of a majority of the outstanding shares of stock of the Companyentitled to vote on a particular matter shall constitute a quorum for thepurpose of considering such matter.

### 5.             Voting Rights.  Except as otherwise provided herein, in thecertificate of incorporation or by law, every stockholder shall have the rightat every meeting of stockholders to one vote for every share standing in thename of such stockholder on the books of the Company which is entitled to voteat such meeting.  Every stockholder mayvote either in person or by proxy.

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### **ARTICLE II**

**DIRECTORS**

## A.            Number and Term.  The board of directors shall have authorityto (i) determine the number of directors to constitute the board and (ii) fixthe terms of office of the directors**.**

## B.            Meetings.

### 1.             Place.  Meetings of the board of directors shall beheld at such place as may be designated by the board or in the notice of themeeting.

### 2.             Regular Meetings.  Regular meetings of the board of directorsshall be held at such times as the board may designate.  Notice of regular meetings need not be given.

### 3.             Special Meetings.  Special meetings of the board may be calledby direction of the president or any two members of the board on three days’notice to each director, either personally or by mail, telegram or facsimiletransmission.

### 4.             Quorum.  A majority of all the directors in officeshall constitute a quorum for the transaction of business at any meeting.

### 5.             Voting.  Except as otherwise provided herein, in thecertificate of incorporation or by law, the vote of a majority of the directorspresent at any meeting at which a quorum is present shall constitute the act ofthe board of directors.

### 6.             Committees.  The board of directors may, by resolutionadopted by a majority of the whole board, designate one or more committees,each committee to consist of one or more directors and such alternate members(also directors) as may be designated by the board.  Unless otherwise provided herein, in theabsence or disqualification of any member of a committee, the member or membersthereof present at any meeting and not disqualified from voting, whether or notsuch member or members constitute a quorum, may unanimously appoint anotherdirector to act at the meeting in the place of any such absent or disqualifiedmember.  Except as otherwise providedherein, in the certificate of incorporation or by law, any such committee shallhave and may exercise the powers of the full board of directors to the extentprovided in the resolution of the board directing the committee.

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### **ARTICLE III**

**OFFICERS**

## A.            Election.** **Atits first meeting after each annual meeting of the stockholders, the board ofdirectors shall elect a president, a secretary, and such other officers as itdeems advisable.

## B.            Authority, Duties andCompensation.  The officers shallhave such authority, perform such duties and serve for such compensation as maybe determined by resolution of the board of directors.  Except as otherwise provided by boardresolution, (i) the president shall be the chief executive officer of theCompany, shall have general supervision over the business and operations of theCompany, may perform any act and execute any instrument for the conduct of suchbusiness and operations and shall preside at all meetings of the board andstockholders, (ii) the other officers shall have the duties customarilyrelated to their respective offices, and (iii) any vice president, or vicepresidents in the order determined by the board, shall in the absence of thepresident have the authority and perform the duties of the president.

**ARTICLE IV**

**INDEMNIFICATION**

## A.            Right to Indemnification.  The Company shall indemnify any person whowas or is party or is threatened to be made a party to any threatened, pendingor completed action, suit or proceeding, whether civil, criminal,administrative or investigative (a “proceeding”), by reason of the fact thatsuch person is or was a director or officer of the Company or a constituentcorporation absorbed in a consolidation or merger, or is or was serving at therequest of the Company or a constituent corporation absorbed in a consolidationor merger, as a director or officer of another corporation, partnership, jointventure, trust or other enterprise, or is or was a director or officer of theCompany serving at its request as an administrator, trustee or other fiduciaryof one or more of the employee benefit plans of the Company or otherenterprise, against expenses (including attorneys’ fees), liability and lossactually and reasonably incurred or suffered by such person in connection withsuch proceeding, whether or not the indemnified liability arises or arose fromany threatened, pending or completed proceeding by or in the right of theCompany, except to the extent that such indemnification is prohibited byapplicable law**.**

## B.            Advance of Expenses.** **Expensesincurred by a director or officer of the Company in defending a proceedingshall be paid by the Company in advance of the final disposition of suchproceeding subject to the provisions of any applicable statute**.**

## C.            Procedure for DeterminingPermissibility.** **To determine whether anyindemnification or advance of expenses under this Article IV is permissible,the board of directors by a majority vote of a quorum consisting of directorsnot parties to such proceeding may, and on request of any person seeking indemnificationor advance of expenses shall be required to, determine in

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## each casewhether the applicable standards in any applicable statute have been met, orsuch determination shall be made by independent legal counsel if such quorum isnot obtainable, or, even if obtainable, a majority vote of a quorum ofdisinterested directors so directs, provided that, if there has been a changein control of the Company between the time of the action or failure to actgiving rise to the claim for indemnification or advance of expenses and thetime such claim is made, at the option of the person seeking indemnification oradvance of expenses, the permissibility of indemnification or advance ofexpenses shall be determined by independent legal counsel**. **Thereasonable expenses of any director or officer in prosecuting a successfulclaim for indemnification, and the fees and expenses of any special legalcounsel engaged to determine permissibility of indemnification or advance ofexpenses, shall be borne by the Company.

## D.            Contractual Obligation.** **Theobligations of the Company to indemnify a director or officer under thisArticle IV, including the duty to advance expenses, shall be considered acontract between the Company and such director or officer, and no modificationor repeal of any provision of this Article IV shall affect, to the detriment ofthe director or officer, such obligations of the Company in connection with aclaim based on any act or failure to act occurring before such modification orrepeal.

## E.             Indemnification Not Exclusive;Inuring of Benefit.** **The indemnification and advance ofexpenses provided by this Article IV shall not be deemed exclusive of any otherright to which one indemnified may be entitled under any statute, provision ofthe Certificate of Incorporation, these bylaws, agreement, vote of stockholdersor disinterested directors or otherwise, both as to action in such person’sofficial capacity and as to action in another capacity while holding suchoffice, and shall inure to the benefit of the heirs, executors andadministrators of any such person.

## F.             Insurance and OtherIndemnification.** **The board of directors shall havethe power to (i) authorize the Company to purchase and maintain, at the Company’sexpense, insurance on behalf of the Company and on behalf of others to theextent that power to do so has not been prohibited by statute, (ii) createany fund of any nature, whether or not under the control of a trustee, orotherwise secure any of its indemnification obligations, and (iii) give otherindemnification to the extent permitted by statute.

**ARTICLE V**

**TRANSFER OF SHARE CERTIFICATES**

Transfers of share certificates and the sharesrepresented thereby shall be made on the books of the Company only by theregistered holder or by duly authorized attorney.  Transfers shall be made only on surrender ofthe share certificate or certificates.

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**ARTICLE VI**

**AMENDMENTS**

These bylaws maybe amended or repealed at any regular or special meeting of the board ofdirectors by vote of a majority of all directors in office or at any annual orspecial meeting of stockholders by vote of holders of a majority of theoutstanding stock entitled to vote. Notice of any such annual or special meeting of stockholders shall setforth the proposed change or a summary thereof.

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