**Exhibit 3(ii)(1)**

**AMENDED**

**AND**

**RESTATED**

**BYLAWS**

**OF**

**EVOLVING SYSTEMS, INC.**

**(A DELAWARE CORPORATION)**

**(Amended August 7, 2007)**

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**AMENDED AND**

**RESTATED BYLAWS**

**OF**

**EVOLVING SYSTEMS, INC.**

**(A DELAWARE CORPORATION)**

**ARTICLE I**

**OFFICES**

**Section****1****.****           Registered Office. **The registered office of the corporationin the State of Delaware shall be in the City of Wilmington, County of NewCastle.

**Section****2****.****           Other Offices. **The corporation shall also have andmaintain an office or principal place of business at such place as may be fixedby the Board of Directors, and may also have offices at such other places, bothwithin and without the State of Delaware as the Board of Directors may fromtime to time determine or the business of the corporation may require.

**ARTICLEII**

**CORPORATESEAL**

**Section 3****.****           Corporate Seal.**  The corporate seal shall consist of a diebearing the name of the corporation and the inscription, “Corporate Seal-Delaware.”  Said seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

**ARTICLEIII**

**STOCKHOLDERS’MEETINGS**

**Section****4****.****           Place of Meetings.**  Meetings of the stockholders of the corporationshall be held at such place, either within or without the State of Delaware, asmay be designated from time to time by the Board of Directors, or, if not sodesignated, then at the office of the corporation required to be maintainedpursuant to Section 2 hereof.

**Section****5****.****           Annual Meeting.**

**(****a****)**           The annual meeting ofthe stockholders of the corporation, for the purpose of election of directorsand for such other business as may lawfully come before it, shall be held onsuch date and at such time as may be designated from time to time by the Boardof Directors.

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**(****b****)**           At an annual meeting ofthe stockholders, only such business shall be conducted as shall have beenproperly brought before the meeting.  Tobe properly brought before an annual meeting, business must be:  (A) specified in the notice of meeting(or any supplement thereto) given by or at the direction of the Board ofDirectors, (B) otherwise properly brought before the meeting by or at thedirection of the Board of Directors, or (C) otherwise properly broughtbefore the meeting by a stockholder.  Forbusiness to be properly brought before an annual meeting by a stockholder, thestockholder must have given timely notice thereof in writing to the Secretaryof the corporation.  To be timely, astockholder’s notice must be delivered to or mailed and received at theprincipal executive offices of the corporation not later than the close ofbusiness on the sixtieth (60th) day nor earlier than the close of business onthe ninetieth (90th) day prior to the first anniversary of the preceding year’sannual meeting; *provided, however,* that in theevent that no annual meeting was held in the previous year or the date of theannual meeting has been changed by more than thirty (30) days from the datecontemplated at the time of the previous year’s proxy statement, notice by thestockholder to be timely must be so received not earlier than the close ofbusiness on the ninetieth (90th) day prior to such annual meeting and not laterthan the close of business on the later of the sixtieth (60th) day prior tosuch annual meeting or, in the event public announcement of the date of suchannual meeting is first made by the corporation fewer than seventy (70) daysprior to the date of such annual meeting, the close of business on the tenth(10th) day following the day on which public announcement of the date of suchmeeting is first made by the corporation. A stockholder’s notice to theSecretary shall set forth as to each matter the stockholder proposes to bringbefore the annual meeting:  (i) abrief description of the business desired to be brought before the annualmeeting and the reasons for conducting such business at the annual meeting,(ii) the name and address, as they appear on the corporation’s books, ofthe stockholder proposing such business, (iii) the class and number ofshares of the corporation which are beneficially owned by the stockholder,(iv) any material interest of the stockholder in such business and(v) any other information that is required to be provided by thestockholder pursuant to Regulation 14A under the Securities Exchange Act of1934, as amended (the “1934 Act”), in his capacity as a proponent to astockholder proposal.  Notwithstandingthe foregoing, in order to include information with respect to a stockholderproposal in the proxy statement and form of proxy for a stockholder’s meeting,stockholders must provide notice as required by the regulations promulgatedunder the 1934 Act.  Notwithstandinganything in these Bylaws to the contrary, no business shall be conducted at anyannual meeting except in accordance with the procedures set forth in thisparagraph (b).  The chairman of theannual meeting shall, if the facts warrant, determine and declare at themeeting that business was not properly brought before the meeting and inaccordance with the provisions of this paragraph (b), and, if he should sodetermine, he shall so declare at the meeting that any such business notproperly brought before the meeting shall not be transacted.

**(****c****)**           Only persons who arenominated in accordance with the procedures set forth in thisparagraph (c) shall be eligible for election as directors.  Nominations of persons for election to theBoard of Directors of the corporation may be made at a meeting of stockholdersby or at the direction of the Board of Directors or by any stockholder of thecorporation entitled to vote in the election of directors at the meeting whocomplies with the notice procedures set forth in this paragraph (c).  Such nominations, other than those made by orat the direction of the

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Board of Directors, shallbe made pursuant to timely notice in writing to the Secretary of thecorporation in accordance with the provisions of paragraph (b) of thisSection 5.  Such stockholder’snotice shall set forth (i) as to each person, if any, whom the stockholderproposes to nominate for election or re-election as a director:  (A) the name, age, business address andresidence address of such person, (B) the principal occupation oremployment of such person, (C) the class and number of shares of thecorporation which are beneficially owned by such person, (D) a descriptionof all arrangements or understandings between the stockholder and each nomineeand any other person or persons (naming such person or persons) pursuant towhich the nominations are to be made by the stockholder, and (E) any otherinformation relating to such person that is required to be disclosed insolicitations of proxies for election of directors, or is otherwise required,in each case pursuant to Regulation 14A under the 1934 Act (includingwithout limitation such person’s written consent to being named in the proxystatement, if any, as a nominee and to serving as a director if elected); and(ii) as to such stockholder giving notice, the information required to beprovided pursuant to paragraph (b) of this Section 5.  At the request of the Board of Directors, anyperson nominated by a stockholder for election as a director shall furnish to theSecretary of the corporation that information required to be set forth in thestockholder’s notice of nomination which pertains to the nominee.  No person shall be eligible for election as adirector of the corporation unless nominated in accordance with the proceduresset forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine anddeclare at the meeting that a nomination was not made in accordance with theprocedures prescribed by these Bylaws, and if he should so determine, he shallso declare at the meeting, and the defective nomination shall be disregarded.

**(****d****)**           For purposes of thisSection 5, “public announcement” shall mean disclosure in a press releasereported by the Dow Jones News Service, Associated Press or comparable nationalnews service or in a document publicly filed by the corporation with theSecurities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the1934 Act.

**Section****6****.****           Special Meetings.**

**(****a****)**           Special meetings of thestockholders of the corporation may be called, for any purpose or purposes, by(i) the Chairman of the Board of Directors, (ii) the Chief ExecutiveOfficer, (iii) the Board of Directors pursuant to a resolution adopted bya majority of the total number of authorized directors (whether or not thereexist any vacancies in previously authorized directorships at the time any suchresolution is presented to the Board of Directors for adoption), or (iv) by theholders of shares entitled to cast not less than two-thirds (2/3) of the votesat the meeting, and shall be held at such place, on such date, and at such timeas the Board of Directors, shall fix.

**(****b****)**           If a special meeting iscalled by any person or persons other than the Board of Directors, the requestshall be in writing, specifying the general nature of the business proposed tobe transacted, and shall be delivered personally or sent by registered mail orby telegraphic or other facsimile transmission to the Chairman of the Board ofDirectors, the Chief Executive Officer, or the Secretary of the corporation.  No business may be transacted at such specialmeeting otherwise than specified in such notice.  The Board of Directors shall determine thetime and place of such special meeting, which shall be held not less thanthirty-five (35) nor

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more than one hundredtwenty (120) days after the date of the receipt of the request.  Upon determination of the time and place ofthe meeting, the officer receiving the request shall cause notice to be givento the stockholders entitled to vote, in accordance with the provisions of Section 7of these Bylaws.  If the notice is notgiven within sixty (60) days after the receipt of the request, the person orpersons requesting the meeting may set the time and place of the meeting andgive the notice.  Nothing contained inthis paragraph (b) shall be construed as limiting, fixing, or affectingthe time when a meeting of stockholders called by action of the Board ofDirectors may be held.

**Section****7****.****           Notice of Meetings.**  Except as otherwise provided by law or theCertificate of Incorporation, written notice of each meeting of stockholdersshall be given not less than ten (10) nor more than sixty (60) days before thedate of the meeting to each stockholder entitled to vote at such meeting, suchnotice to specify the place, date and hour and purpose or purposes of themeeting.  Notice of the time, place andpurpose of any meeting of stockholders may be waived in writing, signed by theperson entitled to notice thereof, either before or after such meeting, andwill be waived by any stockholder by his attendance thereat in person or byproxy, except when the stockholder attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened.  Any stockholder so waiving notice of suchmeeting shall be bound by the proceedings of any such meeting in all respectsas if due notice thereof had been given.

**Section****8****.****           Quorum.**  At all meetings of stockholders, except whereotherwise provided by statute or by the Certificate of Incorporation, or bythese Bylaws, the presence, in person or by proxy duly authorized, of theholders of a majority of the outstanding shares of stock entitled to vote shallconstitute a quorum for the transaction of business.  In the absence of a quorum, any meeting ofstockholders may be adjourned, from time to time, either by the chairman of themeeting or by vote of the holders of a majority of the shares representedthereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called orconvened meeting, at which a quorum is present, may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enoughstockholders to leave less than a quorum. Except as otherwise provided by law, the Certificate of Incorporation orthese Bylaws, all action taken by the holders of a majority of the vote cast,excluding abstentions, at any meeting at which a quorum is present shall bevalid and binding upon the corporation; *provided, however,*that directors shall be elected by a plurality of the votes of the sharespresent in person or represented by proxy at the meeting and entitled to voteon the election of directors.  Where aseparate vote by a class or classes or series is required, except whereotherwise provided by statute or by the Certificate of Incorporation or theseBylaws, a majority of the outstanding shares of such class or classes orseries, present in person or represented by proxy, shall constitute a quorumentitled to take action with respect to that vote on that matter and, exceptwhere otherwise provided by statute or by the Certificate of Incorporation orthese Bylaws, the affirmative vote of the majority (plurality, in the case ofthe election of directors) of the votes cast, including abstentions, by theholders of shares of such class or classes or series shall be the act of suchclass or classes or series.

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**Section****9****.****           Adjournment and Noticeof Adjourned Meetings.**  Any meetingof stockholders, whether annual or special, may be adjourned from time to timeeither by the chairman of the meeting or by the vote of a majority of theshares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not begiven of the adjourned meeting if the time and place thereof are announced atthe meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any businesswhich 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 theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.

**Section****10****.****         Voting Rights.**  For the purpose of determining thosestockholders entitled to vote at any meeting of the stockholders, except asotherwise provided by law, only persons in whose names shares stand on thestock records of the corporation on the record date, as provided in Section 12of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote shall have theright to do so either in person or by an agent or agents authorized by a proxygranted in accordance with Delaware law. An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) yearsfrom its date of creation unless the proxy provides for a longer period.

**Section****11****.****         Joint Owners of Stock.**  If shares or other securities having votingpower stand of record in the names of two (2) or more persons, whetherfiduciaries, members of a partnership, joint tenants, tenants in common,tenants by the entirety, or otherwise, or if two (2) or more persons have thesame fiduciary relationship respecting the same shares, unless the Secretary isgiven written notice to the contrary and is furnished with a copy of theinstrument or order appointing them or creating the relationship wherein it isso provided, their acts with respect to voting shall have the following effect:  (a) if only one (1) votes, his act bindsall; (b) if more than one (1) votes, the act of the majority so votingbinds all; (c) if more than one (1) votes, but the vote is evenly split onany particular matter, each faction may vote the securities in questionproportionally, or may apply to the Delaware Court of Chancery for relief asprovided in the General Corporation Law of Delaware, Section 217(b).  If the instrument filed with the Secretaryshows that any such tenancy is held in unequal interests, a majority or even-splitfor the purpose of subsection (c) shall be a majority or even-splitin interest.

**Section****12****.****         List of Stockholders.**  The Secretary shall prepare and make, atleast ten (10) days before every meeting of stockholders, a complete list ofthe stockholders entitled to vote at said meeting, arranged in alphabeticalorder, showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for anypurpose germane to the meeting, during ordinary business hours, for a period ofat least ten (10) days prior to the meeting, either at a place within the citywhere the meeting is to be held, which place shall be specified in the noticeof the meeting, or, if not specified, at the place where the meeting is to beheld.  The list shall be produced andkept at the time and place of meeting during the whole time thereof and may beinspected by any stockholder who is present.

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**Section****13****.****         Action Without Meeting.**  No action shall be taken by the stockholdersexcept at an annual or special meeting of stockholders called in accordancewith these Bylaws, and no action shall be taken by the stockholders by writtenconsent.

**Section****14****.****         Organization.**

**(****a****)**           At every meeting ofstockholders, the Chairman of the Board of Directors, or, if a Chairman has notbeen appointed or is absent, the Chief Executive Officer or, if the ChiefExecutive Officer is absent, the President, or, if the President is absent, achairman of the meeting chosen by a majority in interest of the stockholdersentitled to vote, present in person or by proxy, shall act as chairman.  The Secretary, or, in his absence, anAssistant Secretary directed to do so by the President, shall act as secretaryof the meeting.

**(****b****)**           The Board of Directorsof the corporation shall be entitled to make such rules or regulations for theconduct of meetings of stockholders as it shall deem necessary, appropriate orconvenient.  Subject to such rules andregulations of the Board of Directors, if any, the chairman of the meetingshall have the right and authority to prescribe such rules, regulations andprocedures and to do all such acts as, in the judgment of such chairman, arenecessary, appropriate or convenient for the proper conduct of the meeting,including, without limitation, establishing an agenda or order of business forthe meeting, rules and procedures for maintaining order at the meeting and thesafety of those present, limitations on participation in such meeting tostockholders of record of the corporation and their duly authorized andconstituted proxies and such other persons as the chairman shall permit,restrictions on entry to the meeting after the time fixed for the commencementthereof, limitations on the time allotted to questions or comments byparticipants and regulation of the opening and closing of the polls forballoting on matters which are to be voted on by ballot.  Unless and to the extent determined by theBoard of Directors or the chairman of the meeting, meetings of stockholdersshall not be required to be held in accordance with rules of parliamentaryprocedure.

**ARTICLEIV**

**DIRECTORS**

**Section****15****.****         Number andQualifications.**  The authorizednumber of directors of the corporation shall be fixed by resolution of theBoard of Directors.  Directors need notbe stockholders.  If for any cause, thedirectors shall not have been elected at an annual meeting, they may be electedas soon thereafter as convenient at a special meeting of the stockholderscalled for that purpose in the manner provided in these Bylaws.

**Section****16****.****         Powers.**  The powers of the corporation shall beexercised, its business conducted and its property controlled by the Board ofDirectors, except as may be otherwise provided by statute or by the Certificateof Incorporation.

**Section****17****.****         Classes of Directors andTerms of Office.**  Subject to therights of the holders of any series of Preferred Stock to elect additionaldirectors under specified circumstances, following the closing of the initialpublic offering pursuant to an effective

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registration statement under the Securities Act of1933, as amended (the “1933 Act”), covering the offer and sale of Common Stockto the public (the “Initial Public Offering”), the directors shall be dividedinto three classes designated as Class I, Class II andClass III, respectively. Directors shall be assigned to each class inaccordance with a resolution or resolutions adopted by the Board of Directors.  At the first annual meeting of stockholdersfollowing the closing of the Initial Public Offering, the term of office of theClass I directors shall expire and Class I directors shall be electedfor a full term of three years.  At thesecond annual meeting of stockholders following the closing of the InitialPublic Offering, the term of office of the Class II directors shall expireand Class II directors shall be elected for a full term of threeyears.  At the third annual meeting ofstockholders following the closing of the Initial Public Offering, the term ofoffice of the Class III directors shall expire and Class IIIdirectors shall be elected for a full term of three years.  At each succeeding annual meeting ofstockholders, directors shall be elected for a full term of three years tosucceed the directors of the class whose terms expire at such annualmeeting.  Notwithstanding the foregoing,each director shall serve until his successor is duly elected and qualified oruntil his death, resignation or removal. No decrease in the number of directors constituting the Board ofDirectors shall shorten the term of any incumbent director.

**Section****18****.****         Vacancies.**  Unless otherwise provided in the Certificateof Incorporation, any vacancies on the Board of Directors resulting from death,resignation, disqualification, removal or other causes and any newly createddirectorships resulting from any increase in the number of directors, shall,unless the Board of Directors determines by resolution that any such vacanciesor newly created directorships shall be filled by stockholders, be filled onlyby the affirmative vote of a majority of the directors then in office, eventhough less than a quorum of the Board of Directors.  Any director elected in accordance with thepreceding sentence shall hold office for the remainder of the full term of thedirector for which the vacancy was created or occurred and until such director’ssuccessor shall have been elected and qualified.  A vacancy in the Board of Directors shall bedeemed to exist under this Bylaw in the case of the death, removal orresignation of any director.

**Section****19****.****         Resignation.**  Any director may resign at any time bydelivering his written resignation to the Secretary, such resignation tospecify whether it will be effective at a particular time, upon receipt by theSecretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall bedeemed effective at the pleasure of the Board of Directors.  When one or more directors shall resign fromthe Board of Directors, effective at a future date, a majority of the directorsthen in office, including those who have so resigned, shall have power to fillsuch vacancy or vacancies, the vote thereon to take effect when suchresignation or resignations shall become effective, and each Director so chosenshall hold office for the unexpired portion of the term of the Director whoseplace shall be vacated and until his successor shall have been duly elected andqualified.

**Section****20****.****         Removal. **Subject to the rights of the holders ofany series of Preferred Stock, the Board of Directors or any individualdirector may be removed from office at any time (i) with cause by theaffirmative vote of the holders of a majority of the voting power of all thethen-outstanding shares of voting stock of the corporation, entitled to vote atan election of

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directors (the “VotingStock”) or (ii) without cause by the affirmative vote of the holders of atleast sixty-six and two-thirds percent (66 2/3%) of the voting power of all thethen-outstanding shares of the Voting Stock.

**Section****21****.****         Meetings.**

**(****a****)****           Annual Meetings.**  The annual meeting of the Board of Directorsshall be held immediately before or after the annual meeting of stockholdersand at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall benecessary and such meeting shall be held for the purpose of electing officersand transacting such other business as may lawfully come before it.

**(****b****)****           Regular Meetings.**  Except as hereinafter otherwise provided, regularmeetings of the Board of Directors shall be held in the office of thecorporation required to be maintained pursuant to Section 2 hereof.  Unless otherwise restricted by theCertificate of Incorporation, regular meetings of the Board of Directors mayalso be held at any place within or without the State of Delaware which hasbeen designated by resolution of the Board of Directors or the written consentof all directors.

**(****c****)****           Special Meetings.**  Unless otherwise restricted by theCertificate of Incorporation, special meetings of the Board of Directors may beheld at any time and place within or without the State of Delaware whenevercalled by the Chairman of the Board, the Chief Executive Officer, the Presidentor any two of the directors.

**(****d****)****           Telephone Meetings.**  Any member of the Board of Directors, or ofany committee thereof, may participate in a meeting by means of conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in ameeting by such means shall constitute presence in person at such meeting.

**(****e****)****           Notice of Meetings.**  Notice of the time and place of all specialmeetings of the Board of Directors shall given in writing, by facsimile,telegraph or telex, during normal business hours, at least twenty-four (24)hours before the date and time of the meeting, or sent in writing to eachdirector by (i) overnight courier with a nationally recognized courier serviceat least two (2) days before the date of the meeting or (ii) first class mail,charges prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived inwriting at any time before or after the meeting and will be waived by anydirector by attendance thereat, except when the director attends the meetingfor the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened.

**(****f****)****            Waiver of Notice.**  The transaction of all business at anymeeting of the Board of Directors, or any committee thereof, however called ornoticed, or wherever held, shall be as valid as though had at a meeting dulyheld after regular call and notice, if a quorum be present and if, eitherbefore or after the meeting, each of the directors not present shall sign a

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written waiver ofnotice.  All such waivers shall be filedwith the corporate records or made a part of the minutes of the meeting.

**Section****22****.****         Quorum and Voting.**

**(****a****)**           Unless the Certificateof Incorporation requires a greater number and except with respect toindemnification questions arising under Section 43 hereof, for which a quorumshall be one-third of the exact number of directors fixed from time totime in accordance with the Certificate of Incorporation, a quorum of the Boardof Directors shall consist of a majority of the exact number of directors fixedfrom time to time by the Board of Directors in accordance with the Certificateof Incorporation; *provided, however,* at any meetingwhether a quorum be present or otherwise, a majority of the directors presentmay adjourn from time to time until the time fixed for the next regular meetingof the Board of Directors, without notice other than by announcement at themeeting.

**(****b****)**           At each meeting of theBoard of Directors at which a quorum is present, all questions and businessshall be determined by the affirmative vote of a majority of the directorspresent, unless a different vote be required by law, the Certificate ofIncorporation or these Bylaws.

**Section****23****.****         Action Without Meeting.**  Unless otherwise restricted by theCertificate of Incorporation or these Bylaws, any action required or permittedto be taken at any meeting of the Board of Directors or of any committeethereof may be taken without a meeting, if all members of the Board ofDirectors or committee, as the case may be, consent thereto in writing, andsuch writing or writings are filed with the minutes of proceedings of the Boardof Directors or committee.

**Section****24****.****         Fees and Compensation.**Directors shall be entitled to such compensation for their services as may beapproved by the Board of Directors, including, if so approved, by resolution ofthe Board of Directors, a fixed sum and expenses of attendance, if any, forattendance at each regular or special meeting of the Board of Directors and atany meeting of a committee of the Board of Directors.  Nothing herein contained shall be construedto preclude any director from serving the corporation in any other capacity asan officer, agent, employee, or otherwise and receiving compensation therefor.

**Section****25****.****         Committees and Chairmanof the Board.**

**(****a****)****           Executive Committee.**  The Board of Directors may by resolutionpassed by a majority of the whole Board of Directors appoint an ExecutiveCommittee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extentpermitted by law and provided in the resolution of the Board of Directors shallhave and may exercise all the powers and authority of the Board of Directors inthe management of the business and affairs of the corporation, includingwithout limitation the power or authority to declare a dividend, to authorizethe issuance of stock and to adopt a certificate of ownership and merger, andmay authorize the seal of the corporation to be affixed to all papers which mayrequire it; but no such committee shall have the power or authority inreference to amending the Certificate of 

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Incorporation (exceptthat a committee may, to the extent authorized in the resolution or resolutionsproviding for the issuance of shares of stock adopted by the Board of Directorsfix the designations and any of the preferences or rights of such sharesrelating to dividends, redemption, dissolution, any distribution of assets ofthe corporation or the conversion into, or the exchange of such shares for,shares of any other class or classes or any other series of the same or anyother class or classes of stock of the corporation or fix the number of sharesof any series of stock or authorize the increase or decrease of the shares ofany series), adopting an agreement of merger or consolidation, recommending tothe stockholders the sale, lease or exchange of all or substantially all of thecorporation’s property and assets, recommending to the stockholders adissolution of the corporation or a revocation of a dissolution, or amendingthe bylaws of the corporation.

**(****b****)****           Other Committees.**  The Board of Directors may, by resolutionpassed by a majority of the whole Board of Directors, from time to time appointsuch other committees as may be permitted by law.  Such other committees appointed by the Boardof Directors shall consist of one (1) or more members of the Board of Directorsand shall have such powers and perform such duties as may be prescribed by theresolution or resolutions creating such committees, but in no event shall suchcommittee have the powers denied to the Executive Committee in these Bylaws.

**(c)**           **Chairman****of the Board of Directors****.** TheBoard of Directors shall appoint a Chairman of the Board.  The Chairman of the Board of Directors, whenpresent, shall preside at all meetings of the stockholders and the Board ofDirectors.  The Chairman of the Board ofDirectors shall perform other duties commonly incident to his office and shallalso perform such other duties and have such other powers as the Board ofDirectors shall designate from time to time.

**(d)****           Term.**  The Chairman of the Board and each member ofa committee of the Board of Directors shall serve a term on the committeecoexistent with such member’s term on the Board of Directors.  The Board of Directors, subject to theprovisions of subsections (a) or (b) of this Bylaw may at any timeincrease or decrease the number of members of a committee or terminate theexistence of a committee.  The membershipof a committee member shall terminate on the date of his death or voluntaryresignation from the committee or from the Board of Directors.  The Board of Directors may at any time forany reason remove the Chairman of the Board and any individual committee memberand the Board of Directors may fill any Chairman position and committee vacancycreated by death, resignation, removal or increase in the number of members ofthe committee.  The Board of Directorsmay designate one or more directors as alternate members of any committee, whomay replace any absent or disqualified member at any meeting of the committee,and, in addition, in the absence or disqualification of any member of acommittee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.

**(e)****           Meetings.**  Unless the Board of Directors shall otherwiseprovide, regular meetings of the Executive Committee or any other committeeappointed pursuant to this

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Section 25 shall beheld at such times and places as are determined by the Board of Directors, orby any such committee, and when notice thereof has been given to each member ofsuch committee, no further notice of such regular meetings need be given thereafter.  Special meetings of any such committee may beheld at any place which has been determined from time to time by suchcommittee, 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 ofsuch special meeting given in the manner provided for the giving of writtennotice to members of the Board of Directors of the time and place of specialmeetings of the Board of Directors.  Noticeof any special meeting of any committee may be waived in writing at any timebefore or after the meeting and will be waived by any director by attendancethereat, except when the director attends such special meeting for the expresspurpose of objecting, at the beginning of the meeting, to the transaction ofany business because the meeting is not lawfully called or convened.  A majority of the authorized number ofmembers of any such committee shall constitute a quorum for the transaction ofbusiness, and the act of a majority of those present at any meeting at which aquorum is present shall be the act of such committee.

**Section****26****.****         Organization.**  At every meeting of the directors, theChairman of the Board of Directors, or, if a Chairman has not been appointed oris absent, the Chief Executive Officer or, if the Chief Executive Officer isabsent, the President, or if the President is absent, the most senior VicePresident, or, in the absence of any such officer, a chairman of the meetingchosen by a majority of the directors present, shall preside over themeeting.  The Secretary, or in hisabsence, an Assistant Secretary directed to do so by the President, shall actas 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 Chief Executive Officer,the President, one or more Vice Presidents, the Secretary and the ChiefFinancial Officer all of whom shall be elected at the annual organizationalmeeting of the Board of Directors.  TheBoard of Directors may also appoint one or more Assistant Secretaries,Assistant Treasurers, Assistant Controllers and such other officers and agentswith such powers and duties as it shall deem necessary.  The Board of Directors may assign suchadditional titles to one or more of the officers as it shall deemappropriate.  Any one person may hold anynumber of offices of the corporation at any one time unless specificallyprohibited therefrom by law.  Thesalaries and other compensation of the officers of the corporation shall befixed by or in the manner designated by the Board of Directors.

**Section****28****.****         Tenure and Duties ofOfficers.**

**(**a**)****           General.**  All officers shall hold office at thepleasure of the Board of Directors and until their successors shall have beenduly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Boardof Directors may be removed at any

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time by the Board ofDirectors.  If the office of any officerbecomes vacant for any reason, the vacancy may be filled by the Board ofDirectors.

**(b)****           Duties of ChiefExecutive Officer.**  The ChiefExecutive Officer shall preside at all meetings of the stockholders and at allmeetings of the Board of Directors, unless the Chairman of the Board ofDirectors has been appointed and is present. The Chief Executive Officer shall, subject to the control of the Boardof Directors, have general supervision, direction and control of the businessand officers of the corporation.  TheChief Executive Officer shall perform other duties commonly incident to hisoffice and shall also perform such other duties and have such other powers asthe Board of Directors shall designate from time to time.

**(c)****           Duties of President.**  The President may assume and perform theduties of the Chief Executive Officer in the absence or disability of the ChiefExecutive Officer or whenever the office of Chief Executive Officer isvacant.  The President, subject to thecontrol of the Board of Directors and the Chief Exectuvive Officer, shall havegeneral supervision, direction and control of the business and officers of thecorporation.  The President shall perfomother duties commonly incident to his office and shall also perform such otherduties and have such other powers as the Board of Directors shall designatefrom time to time.

**(****d****)****           Duties of VicePresidents.**  The Vice Presidents mayassume and perform the duties of the Chief Executive Officer or the Presidentin the absence or disability of both of the Chief Executive Officer and thePresident or whenever the office of Chief Executive Officer and President isvacant.  The Vice Presidents shallperform other duties commonly incident to their office and shall also performsuch other duties and have such other powers as the Board of Directors or theChief Executive Officer or President shall designate from time to time.

**(****e****)****           Duties of Secretary.**  The Secretary shall attend all meetings ofthe stockholders and of the Board of Directors and shall record all acts andproceedings thereof in the minute book of the corporation.  The Secretary shall give notice in conformitywith these Bylaws of all meetings of the stockholders and of all meetings ofthe Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other dutiesgiven him in these Bylaws and other duties commonly incident to his office andshall also perform such other duties and have such other powers as the Board ofDirectors shall designate from time to time. The President may direct any Assistant Secretary to assume and performthe duties of the Secretary in the absence or disability of the Secretary, andeach Assistant Secretary shall perform other duties commonly incident to hisoffice and shall also perform such other duties and have such other powers asthe Board of Directors or the President shall designate from time to time.

**(****f****)****            Duties of ChiefFinancial Officer.**  The ChiefFinancial Officer shall keep or cause to be kept the books of account of thecorporation in a thorough and proper manner and shall render statements of thefinancial affairs of the corporation in such form and as often as required bythe Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board ofDirectors, shall have the custody of all funds and securities of thecorporation.  The Chief Financial Officershall perform other duties commonly incident to his office and shall alsoperform such other duties and have such other powers as the Board of Directorsor the President shall designate from time to time.  The President may direct the

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Controller or anyAssistant Controller to assume and perform the duties of the Chief FinancialOfficer in the absence or disability of the Chief Financial Officer, and eachController and Assistant Controller shall perform other duties commonlyincident to his office and shall also perform such other duties and have suchother powers as the Board of Directors or the President shall designate fromtime to time.

**Section****29****.****         Delegation of Authority.**  The Board of Directors may from time to timedelegate 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 givingwritten notice to the Board of Directors or to the President or to theSecretary.  Any such resignation shall beeffective 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 shallbecome effective at such later time. Unless otherwise specified in such notice, the acceptance of any suchresignation shall not be necessary to make it effective.  Any resignation shall be without prejudice tothe rights, if any, of the corporation under any contract with the resigningofficer.

**Section****31****.****         Removal.**  Any officer may be removed from office at anytime, either with or without cause, by the affirmative vote of a majority ofthe directors in office at the time, or by the unanimous written consent of thedirectors in office at the time, or by any committee or superior officers uponwhom such power of removal may have been conferred by the Board of Directors.

**ARTICLEVI**

**EXECUTIONOF CORPORATE INSTRUMENTS AND VOTINGOF SECURITIES OWNED BY THE CORPORATION**

**Section****32****.****         Execution of CorporateInstruments.**  The Board of Directorsmay, in its discretion, determine the method and designate the signatoryofficer or officers, or other person or persons, to execute on behalf of thecorporation any corporate instrument or document, or to sign on behalf of thecorporation the corporate name without limitation, or to enter into contractson behalf of the corporation, except where otherwise provided by law or theseBylaws, and such execution or signature shall be binding upon the corporation.

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

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

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

**Section****33****.****         Voting of SecuritiesOwned by the Corporation.** All stock and other securities of othercorporations owned or held by the corporation for itself, or for other partiesin any capacity, shall be voted, and all proxies with respect thereto shall beexecuted, by the person authorized so to do by resolution of the Board ofDirectors, or, in the absence of such authorization, by the Chief ExecutiveOfficer, the President, or any Vice President.

**ARTICLEVII**

**SHARES OFSTOCK**

**Section****34****.****         Form of Certificates.**  Shares of the corporation may be certificatedor uncertificated to the extent permitted by Delaware law, in such form as maybe prescribed by law and by the Board of Directors, certifying the number andclass of shares owned by a holder in the corporation.  If a certificate is issued, it shall besigned in the name of the corporation by the Chief Executive Officer, or thePresident or a Vice President, and the Chief Financial Officer or the Secretaryor an Assistant Secretary of the corporation.  Signatures on the certificate may be a facsimile.  In case any officer, transfer agent, orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent, or registrarbefore such certificate is issued, it may be issued with the same effect as ifhe were such officer, transfer agent, or registrar at the date of issue.

Each certificatefor shares of stock which are subject to any restriction on transfer pursuantto the Certificate of Incorporation, the Bylaws, applicable securities laws orany agreement among any stockholders and the corporation shall haveconspicuously noted on the face or back of such certificate either the fulltext of the restriction or a statement of the existence of such restriction.

**Section****35****.****         Lost Certificates.**  A new certificate or certificates shall beissued in place of any certificate or certificates theretofore issued by thecorporation alleged to have been lost, stolen, or destroyed, upon the making ofan affidavit of that fact by the person claiming the certificate of stock to belost, stolen, or destroyed.  Thecorporation may require, as a condition precedent to the issuance of a newcertificate or certificates, the owner of such lost, stolen, or destroyedcertificate or certificates, or his legal representative, to advertise the samein such manner as it shall require or to give the corporation a surety bond insuch form and amount as it may direct as indemnity against any claim that maybe made against the corporation with respect to the certificate alleged to havebeen lost, stolen, or destroyed.

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**Section****36****.****         Transfers.**

**(****a****)**           Except as otherwiseestablished by rules and regulations adopted by the Board of Directors, andsubject to applicable law, shares of stock may be transferred on the books ofthe corporation, if such shares are certificated, by the surrender to thecorporation or the transfer agent of the certificate representing such sharesproperly endorsed or accompanied by a written assignment or power of attorneyproperly executed, or upon proper instructions from the holder ofuncertificated shares, in each case with such proof of authority or theauthenticity of signature as the corporation or its transfer agent mayreasonably require.

**(****b****)**           The corporation shallhave the power to enter into and perform any agreement with any number ofstockholders of any one or more classes of stock of the corporation to restrictthe transfer of shares of stock of the corporation of any one or more classesowned by such stockholders in any manner not prohibited by the GeneralCorporation Law of Delaware.

**Section****37****.****         Fixing Record Dates.**

**(****a****)**           In order that thecorporation may determine the stockholders entitled to notice of or to vote atany meeting of stockholders or any adjournment thereof, the Board of Directorsmay fix, in advance, a record date, which record date shall not precede thedate upon which the resolution fixing the record date is adopted by the Boardof Directors, and which record date shall not be more than sixty (60) nor lessthan ten (10) days before the date of such meeting.  If no record date is fixed by the Board ofDirectors, the record date for determining stockholders entitled to notice ofor to vote at a meeting of stockholders shall be at the close of business onthe day next preceding the day on which notice is given, or if notice iswaived, at the close of business on the day next preceding the day on which themeeting is held.  A determination ofstockholders of record entitled to notice of or to vote at a meeting of stockholdersshall apply to any adjournment of the meeting; *provided,however,* that the Board of Directors may fix a new record date forthe adjourned meeting.

**(****b****)**           In order that thecorporation may determine the stockholders entitled to receive payment of anydividend or other distribution or allotment of any rights or the stockholdersentitled to exercise any rights in respect of any change, conversion orexchange of stock, or for the purpose of any other lawful action, the Board ofDirectors may fix, in advance, a record date, which record date shall notprecede 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 suchaction.  If no record date is fixed, therecord date for determining stockholders for any such purpose shall be at theclose of business on the day on which the Board of Directors adopts theresolution relating thereto.

**Section****38****.****         Registered Stockholders.**  The corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and shall not bebound to recognize any equitable or other claim to or interest in such share orshares on the part of any other person whether or not it shall have express orother notice thereof, except as otherwise provided by the laws of Delaware.

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**ARTICLEVIII**

**OTHERSECURITIES OF THE CORPORATION**

**Section****39****.****         Execution of OtherSecurities.**All bonds, debentures and other corporate securities of thecorporation, other than stock certificates (covered in Section 34), may besigned by the Chief Executive Officer, the President or any Vice President, orsuch other person as may be authorized by the Board of Directors, and thecorporate seal impressed thereon or a facsimile of such seal imprinted thereonand attested by the signature of the Secretary or an Assistant Secretary, orthe Chief Financial Officer or Assistant Financial Officer; *provided, however,* that where any such bond, debenture orother corporate security shall be authenticated by the manual signature, orwhere permissible facsimile signature, of a trustee under an indenture pursuantto which such bond, debenture or other corporate security shall be issued, thesignatures of the persons signing and attesting the corporate seal on suchbond, debenture or other corporate security may be the imprinted facsimile ofthe signatures of such persons.  Interestcoupons appertaining to any such bond, debenture or other corporate security,authenticated by a trustee as aforesaid, shall be signed by the Chief FinancialOfficer or an Assistant Financial Officer of the corporation or such otherperson as may be authorized by the Board of Directors, or bear imprintedthereon 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 shallappear thereon or on any such interest coupon, shall have ceased to be suchofficer before the bond, debenture or other corporate security so signed orattested shall have been delivered, such bond, debenture or other corporatesecurity nevertheless may be adopted by the corporation and issued anddelivered as though the person who signed the same or whose facsimile signatureshall have been used thereon had not ceased to be such officer of thecorporation.

**ARTICLEIX**

**DIVIDENDS**

**Section****40****.****         Declaration of Dividends.**Dividends upon the capital stock of the corporation, subject to the provisionsof the Certificate of Incorporation, if any, may be declared by the Board ofDirectors 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 Certificateof Incorporation.

**Section****41****.**         **DividendReserve.** Before payment ofany dividend, there may be set aside out of any funds of the corporationavailable for dividends such sum or sums as the Board of Directors from time totime, in their absolute discretion, think proper as a reserve or reserves tomeet contingencies, or for equalizing dividends, or for repairing ormaintaining any property of the corporation, or for such other purpose as theBoard 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 mannerin which it was created.

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**ARTICLE X**

**FISCALYEAR**

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

**ARTICLEXI**

**INDEMNIFICATION**

**Section****43****.**         **Indemnificationof Directors, Executive Officers, Other Officers, Employees and Other Agents.**

**(****a****)****           Directors and ExecutiveOfficers.**  The corporation shallindemnify its directors and executive officers (for the purposes of thisArticle XI, “executive officers” shall have the meaning defined in Rule 3b-7promulgated under the 1934 Act)****to the fullestextent not prohibited by the Delaware General Corporation Law; *provided, however,* that the corporation may modify the extentof such indemnification by individual contracts with its directors andexecutive officers; and, *provided, further,*that the corporation shall not be required to indemnify any director orexecutive officer in connection with any proceeding (or part thereof) initiatedby such person unless (i) such indemnification is expressly required to be madeby law, (ii) the proceeding was authorized by the Board of Directors ofthe corporation, (iii) such indemnification is provided by thecorporation, in its sole discretion, pursuant to the powers vested in thecorporation under the Delaware General Corporation Law or (iv) suchindemnification is required to be made under subsection (d).

**(****b****)**           **OtherOfficers, Employees and Other Agents.**  The corporation shall have power to indemnifyits other officers, employees and other agents as set forth in the DelawareGeneral Corporation Law.

**(****c****)**           **Expenses.**  The corporation shall advance to any personwho was or is a party or is threatened to be made a party to any threatened, pendingor completed action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that he is or was adirector or executive officer, of the corporation, or is or was serving at therequest of the corporation as a director or officer of another corporation,partnership, joint venture, trust or other enterprise, prior to the finaldisposition of the proceeding, promptly following request therefor, allexpenses incurred by any director or executive officer in connection with suchproceeding upon receipt of an undertaking by or on behalf of such person torepay said amounts if it should be determined ultimately that such person isnot entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwisedetermined pursuant to paragraph (e) of this Bylaw, no advance shall bemade by the corporation to an executive officer of the corporation (except byreason of the fact that such officer is or was a director of the corporation inwhich event this paragraph shall not apply) in any action, suit or proceeding,whether civil, criminal,

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administrative or investigative, if a determination isreasonably and promptly made (i) by the Board of Directors by a majorityvote of a quorum consisting of directors who were not parties to theproceeding, or (ii) if such quorum is not obtainable, or, even ifobtainable, a quorum of disinterested directors so directs, by independentlegal counsel in a written opinion, that the facts known to the decision-makingparty at the time such determination is made demonstrate clearly andconvincingly that such person acted in bad faith or in a manner that suchperson did not believe to be in or not opposed to the best interests of thecorporation.

**(****d****)****           Enforcement.**  Without the necessity of entering intoan express contract, all rights to indemnification and advances to directors and executive officers under this Bylawshall be deemed to be contractual rights and be effective to the same extentand as if provided for in a contract between the corporation and the directoror executive officer.  Any right toindemnification or advances granted by this Bylaw to a director or executiveofficer shall be enforceable by or on behalf of the person holding such rightin any court of competent jurisdiction if (i) the claim forindemnification or advances is denied, in whole or in part, or (ii) nodisposition of such claim is made within ninety (90) days of requesttherefor.  The claimant in suchenforcement action, if successful in whole or in part, shall be entitled to bepaid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shallbe entitled to raise as a defense to any such action that the claimant has notmet the standards of conduct that make it permissible under the DelawareGeneral Corporation Law for the corporation to indemnify the claimant for theamount claimed.  In connection with anyclaim by an executive officer of the corporation (except in any action, suit orproceeding, whether civil, criminal, administrative or investigative, by reasonof the fact that such executive officer is or was a director of thecorporation) for advances, the corporation shall be entitled to raise a defenseas to any such action clear and convincing evidence that such person acted inbad faith or in a manner that such person did not believe to be in or notopposed to the best interests of the corporation, or with respect to anycriminal action or proceeding that such person acted without reasonable causeto believe that his conduct was lawful. Neither the failure of the corporation (including its Board ofDirectors, independent legal counsel or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he has met the applicablestandard of conduct set forth in the Delaware General Corporation Law, nor anactual determination by the corporation (including its Board of Directors, independentlegal counsel or its stockholders) that the claimant has not met suchapplicable standard of conduct, shall be a defense to the action or create apresumption that claimant has not met the applicable standard of conduct.  In any suit brought by a director orexecutive officer to enforce a right to indemnification or to an advancement ofexpenses hereunder, the burden of proving that the director or executiveofficer is not entitled to be indemnified, or to such advancement of expenses,under this Article XI or otherwise shall be on the corporation.

**(****e****)****           Non-Exclusivityof Rights.**  The rights conferred onany person by this Bylaw shall not be exclusive of any other right which suchperson may have or hereafter acquire under any statute, provision of theCertificate of Incorporation, Bylaws, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his officialcapacity and as to action in another capacity while holding office.  The corporation is specifically authorized

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to enter into individualcontracts with any or all of its directors, officers, employees or agentsrespecting indemnification and advances, to the fullest extent not prohibitedby the Delaware General Corporation Law.

**(****f****)**            **Survival ofRights.**  The rights conferredon any person by this Bylaw shall continue as to a person who has ceased to bea director, officer, employee or other agent and shall inure to the benefit ofthe heirs, executors and administrators of such a person.

**(****g****)**           **Insurance.**  To the fullest extent permitted by theDelaware General Corporation Law, the corporation, upon approval by the Boardof Directors, may purchase insurance on behalf of any person required orpermitted to be indemnified pursuant to this Bylaw.

**(****h****)**           **Amendments.**  Any repeal or modification of this Bylawshall only be prospective and shall not affect the rights under this Bylaw ineffect at the time of the alleged occurrence of any action or omission to actthat is the cause of any proceeding against any agent of the corporation.

**(****i****)****            Saving Clause.**  If this Bylaw or any portion hereof shall beinvalidated on any ground by any court of competent jurisdiction, then thecorporation shall nevertheless indemnify each director and executive officer tothe full extent not prohibited by any applicable portion of this Bylaw thatshall not have been invalidated, or by any other applicable law.

**(****j****)**            **CertainDefinitions.**  For the purposesof this Bylaw, the following definitions shall apply:

**(**i**)**            The term “proceeding”shall be broadly construed and shall include, without limitation, theinvestigation, preparation, prosecution, defense, settlement, arbitration andappeal of, and the giving of testimony in, any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative orinvestigative.

**(**ii**)**           The term “expenses”shall be broadly construed and shall include, without limitation, court costs,attorneys’ fees, witness fees, fines, amounts paid in settlement or judgmentand any other costs and expenses of any nature or kind incurred in connectionwith any proceeding.

**(**iii**)**          The term the “corporation”shall include, in addition to the resulting corporation, any constituentcorporation (including any constituent of a constituent) absorbed in aconsolidation or merger which, if its separate existence had continued, wouldhave had power and authority to indemnify its directors, officers, andemployees 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 therequest of such constituent corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or otherenterprise, shall stand in the same position under the provisions of this Bylawwith respect to the resulting or surviving corporation as he

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would have with respectto such constituent corporation if its separate existence had continued.

**(**iv**)**          References to a “director,”“executive officer,” “officer,” “employee,” or “agent” of the corporation shallinclude, without limitation, situations where such person is serving at therequest of the corporation as, respectively, a director, executive officer,officer, employee, trustee or agent of another corporation, partnership, jointventure, trust or other enterprise.

**(**v**)**           References to “otherenterprises” shall include employee benefit plans; references to “fines” shallinclude any excise taxes assessed on a person with respect to an employeebenefit plan; and references to “serving at the request of the corporation”shall include any service as a director, officer, employee or agent of thecorporation 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 hereasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan shall be deemed to have acted in a manner “notopposed to the best interests of the corporation” as referred to in this Bylaw.

**ARTICLEXII**

**NOTICES**

**Section****44****.****            Notices.**

**(****a****)**           **Notice toStockholders.** Whenever, under any provisions of these Bylaws, noticeis required to be given to any stockholder, it shall be given in writing,timely and duly deposited in the United States mail, postage prepaid, andaddressed to his last known post office address as shown by the stock record ofthe corporation or its transfer agent.

**(****b****)**           **Notice toDirectors.**  Any noticerequired to be given to any director may be given by the method stated insubsection (a), or by overnight courier, facsimile, telex or telegram,except that such notice other than one which is delivered personally shall besent to such address as such director shall have filed in writing with theSecretary, or, in the absence of such filing, to the last known post officeaddress of such director.

**(****c****)**           **Affidavit ofMailing.**  An affidavit ofmailing, executed by a duly authorized and competent employee of thecorporation or its transfer agent appointed with respect to the class of stockaffected, specifying the name and address or the names and addresses of thestockholder or stockholders, or director or directors, to whom any such noticeor notices was or were given, and the time and method of giving the same, shallin the absence of fraud, be prima facie evidence of the facts thereincontained.

**(****d****)**           **Time NoticesDeemed Given.**  All noticesgiven by mail or overnight courier, as above provided, shall be deemed to havebeen given as at the time of mailing, and all

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notices given byfacsimile, telex or telegram shall be deemed to have been given as of thesending time recorded at time of transmission.

**(****e****)**           **Methods ofNotice.**  It shall not benecessary that the same method of giving notice be employed in respect of alldirectors, but one permissible method may be employed in respect of any one ormore, and any other permissible method or methods may be employed in respect ofany other or others.

**(****f****)**            **Failure toReceive Notice.**  The period orlimitation of time within which any stockholder may exercise any option orright, or enjoy any privilege or benefit, or be required to act, or withinwhich any director may exercise any power or right, or enjoy any privilege,pursuant to any notice sent him in the manner above provided, shall not beaffected or extended in any manner by the failure of such stockholder or suchdirector to receive such notice.

**(****g****)**           **Notice toPerson 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 ofthe corporation, to any person with whom communication is unlawful, the givingof such notice to such person shall not be required and there shall be no dutyto apply to any governmental authority or agency for a license or permit togive such notice to such person.  Anyaction or meeting which shall be taken or held without notice to any suchperson with whom communication is unlawful shall have the same force and effectas if such notice had been duly given. In the event that the action taken by the corporation is such as torequire the filing of a certificate under any provision of the Delaware GeneralCorporation Law, the certificate shall state, if such is the fact and if noticeis required, that notice was given to all persons entitled to receive noticeexcept such persons with whom communication is unlawful.

**(****h****)**           **Notice toPerson with Undeliverable Address.** Whenever notice is required to be given, under any provision of law orthe Certificate of Incorporation or Bylaws of the corporation, to anystockholder to whom (i) notice of two consecutive annual meetings, and allnotices of meetings or of the taking of action by written consent without ameeting to such person during the period between such two consecutive annualmeetings, or (ii) all, and at least two, payments (if sent by first classmail) of dividends or interest on securities during a twelve-month period, havebeen mailed addressed to such person at his address as shown on the records ofthe corporation and have been returned undeliverable, the giving of such noticeto such person shall not be required. Any action or meeting which shall be taken or held without notice to suchperson shall have the same force and effect as if such notice had been dulygiven.  If any such person shall deliverto the corporation a written notice setting forth his then current address, therequirement that notice be given to such person shall be reinstated.  In the event that the action taken by thecorporation is such as to require the filing of a certificate under anyprovision of the Delaware General Corporation Law, the certificate need notstate that notice was not given to persons to whom notice was not required tobe given pursuant to this paragraph.

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**ARTICLEXIII**

**AMENDMENTS**

**Section****45****.****            Amendments.**

Subject to paragraph (h) of Section 43 of the Bylaws,the Bylaws may be altered or amended or new Bylaws adopted by the affirmativevote of at least sixty-six and two-thirds percent (66-2/3%) of the voting powerof all of the then-outstanding shares of the Voting Stock.  The Board of Directors shall also have thepower to adopt, amend, or repeal the Bylaws.

**ARTICLE XIV**

**LOANS TO DIRECTORS AND EXECUTIVEOFFICERS**

**Section****46****.****            Loans to Directors and Executive Officers****.**

The corporation may not,directly or indirectly, including through any subsidiary, extend or maintaincredit, or arrange for the extension of credit, or renew any extension ofcredit, in the form of a personal loan to or for the benefit of any director orexecutive officer of the corporation. For purposes of this provision, the term “director’ shall mean a memberof the corporation’s board of directors and the term “executive officer” shallmean the chief executive officer, the president, any vice president in chargeof a principal business unit, division or function, any other officer whoperforms a policy-making function for the corporation or any other person whoperforms a similar policy-making function.

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