Exhibit
3.1


AMENDED
AND RESTATED





BYLAWS





OF





LAKELAND
INDUSTRIES, INC.





(A
Delaware Corporation)





As
Amended and Restated on June 18, 2008


___________________________________





ARTICLE
I





STOCK; MEETINGS OF
STOCKHOLDERS





Section
1.               STOCK CERTIFICATES;
UNCERTIFICATED SHARES.





(a)           FORM OF
CERTIFICATES. The shares of Lakeland Industries, Inc. (the “Corporation”)
shall be represented by certificates, provided that the Board of Directors may
provide by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares.  Every holder of
stock of the Corporation represented by certificates shall be entitled to have a
certificate, in such form as may be prescribed by law and by the Board of
Directors, representing the number of shares held by such holder registered in
certificate form.  Each such certificate shall be signed in a manner
that complies with Section 158 of the Delaware General Corporation
Law.  Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, these
Bylaws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the Corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restriction.  If
the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of each certificate representing shares of such class or series of
stock, provided that in lieu of the foregoing requirements there may be set
forth on the face or back of each certificate representing shares of such class
or series of stock a statement that the Corporation will furnish without charge
to each stockholder who so requests a copy of the full text of 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 Sections 151, 202(a) or 218 (a) of the
Delaware General Corporation Law or, with respect to Section 151 of Delaware
General Corporation Law, 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.





(b)      
     SIGNATURES.  Any
or all of the signatures on a certificate may be a facsimile.  In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.





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





Section
2.               FRACTIONAL SHARE
INTERESTS.  The Corporation may, but shall not be required to,
issue fractions of a share.  If the Corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share.  A
certificate for a fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
Corporation in the event of liquidation.  The Board of Directors may
cause scrip or warrants to be issued subject to the conditions that they shall
become void if not exchanged for certificates representing full shares before a
specified date, or subject to the conditions that the shares for which script or
warrants are exchangeable may be sold by the Corporation and the proceeds
thereof distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.





Section
3.                STOCK
TRANSFERS.  Shares of stock of the Corporation shall be
transferable in the manner prescribed by law and in these
Bylaws.  Transfers of shares of stock of the Corporation shall be made
only on the books of the Corporation or by


2


transfer
agents designated to transfer shares of stock of the
Corporation.  Subject to applicable law, shares of stock represented
by certificates shall be transferred only on the books of the Corporation by the
surrender to the Corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the Corporation or its transfer
agent may reasonably require.  Except as may be otherwise required by
law, by the Certificate of Incorporation or by these Bylaws, the Corporation
shall be entitled to treat the record holder of stock as shown on its books as
the owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect to such stock, regardless of any transfer, pledge
or other disposition of such stock until the shares have been transferred on the
books of the Corporation in accordance with the requirements of these
Bylaws.





Section
4.              RECORD
DATE.





(a)           RECORD DATE FOR
STOCKHOLDERS’ MEETINGS. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the 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
not be more than sixty (60) days nor less than ten (10) days before the date of
such meeting. If no record date is fixed, 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 any 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)           RECORD DATE FOR PAYMENTS OF
DIVIDENDS AND DISTRIBUTIONS.  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 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.


3


(c)           RECORD
DATE FOR CORPORATE ACTIONS BY WRITTEN CONSENT.





(1)           Notwithstanding
Section 4(a) and Section 4(b) of Article I of these Bylaws, the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting shall be as fixed by the Board of Directors or as
otherwise established under this Section 4(c).  Any person seeking to
have the stockholders authorize or take corporate action by written consent
without a meeting shall, by written notice addressed to the Secretary and
delivered to the Corporation, request that a record date be fixed for such
purpose. The Board of Directors may fix a record date for such purpose which
shall be no more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board and shall not precede the date
such resolution is adopted. If the Board of Directors fails within ten (10) days
after the Corporation receives such notice to fix a record date for such
purpose, the record date shall be the day on which the first written consent is
delivered to the Corporation in the manner described in Section 4(c)(2) below
unless prior action by the Board of Directors is required under the Delaware
General Corporation Law, in which event the record date shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.





(2)
(A)     Every written consent purporting to take or
authorizing the taking of corporate action and/or related revocations (each such
written consent and related revocation is referred to in this Section 4(c)(2) of
Article I of the Bylaws as a “Consent”) shall bear the date of signature of each
stockholder who signs the Consent, and no Consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated Consent delivered in the manner required by this Section 4(c)(2),
Consents signed by a sufficient number of stockholders to take such action are
so delivered to the Corporation.





(B)           A
Consent shall be delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery to the Corporation’s registered
office shall be made by hand or by certified or registered mail, return receipt
requested.





(C)           In
the event of the delivery to the Corporation of a Consent, the Secretary of the
Corporation shall provide for the safe-keeping of such Consent and shall
promptly conduct such ministerial review of the sufficiency of the Consents and
of the validity of the action to be taken by stockholder consent as he deems
necessary or appropriate, including, without limitation, whether the holders of
a number of shares having the requisite voting power to authorize or take the
action specified in the Consent have given consent; provided, however, that if
the corporate action to which the Consent relates is the removal or replacement
of one or more members of the Board of Directors, the Secretary of the
Corporation shall promptly designate two persons, who shall not be members of
the Board of Directors, to serve as inspectors with respect to such Consent and
such inspectors shall discharge the functions of the


4


Secretary
of the Corporation under this Section 4(c)(2). If after such investigation the
Secretary or the inspectors (as the case may be) shall determine that the
Consent is valid and that the action therein specified has been validly
authorized, that fact shall forthwith be certified on the records of the
Corporation kept for the purpose of recording the proceedings of meetings of
stockholders, and the Consent shall be filed in such records, at which time the
Consent shall become effective as stockholder action. In conducting the
investigation required by this Section 4(c)(2), the Secretary or the inspectors
(as the case may be) may, at the expense of the Corporation, retain special
legal counsel and any other necessary or appropriate professional advisors, and
such other personnel as they may deem necessary or appropriate to assist them,
and shall be fully protected in relying in good faith upon the opinion of such
counsel or advisors.





Section
5.               MEANING OF CERTAIN
TERMS.  As used herein in respect of the right to notice of a
meeting of stockholders or a waiver thereof or to participate or vote thereat or
to consent or dissent in writing in lieu of a meeting, as the case may be, the
term “share” or “shares” or “share of stock” or “shares of stock” or
“stockholder” or “stockholders” refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares of stock when
the Corporation is authorized to issue only one class of shares of stock, and
said reference is also intended to include any outstanding share or shares of
stock and any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the certificate of incorporation confers such
rights where there are two or more classes or series of shares of stock or upon
which or upon whom the Delaware General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation.





Section
6.                STOCKHOLDERS’
MEETINGS.





(a)           TIME.  The
annual meeting of stockholders shall be held on the third Wednesday of June each
year, unless a different date is designated by the directors provided that each
successive annual meeting shall be held on a date within 13 months after the
date of the preceding annual meeting.  A special meeting shall be held
on the date and at the time fixed by the directors.





(b)           PLACE.  Annual
meeting and special meetings shall be held at such place, within or without the
State of Delaware, as the Board of Directors may, from time to time
fix.  Whenever the Board of Directors shall fail to fix such place,
the meeting shall be held at the registered office of the Corporation in the
State of Delaware.  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.


5


(c)           CALL.  Annual
meetings and special meetings may be called by the Board of Directors or by any
officer instructed by the Board of Directors to call the meeting.





(d)           NOTICE OR WAIVER OF
NOTICE.  Except as otherwise provided by the Certificate of
Incorporation, the Delaware General Corporation Law or other applicable law,
notice, given in writing or by electronic transmission, of each meeting of
stockholders shall be given not less than ten (10) days 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 and 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.  If a meeting is adjourned to another time, not more than
thirty (30) days hence, and/or to another place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the directors, after adjournment,
fix a new record date for the adjourned meeting.  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 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.  Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the stockholders need be
specified in any waiver of notice given either in writing or by electronic
transmission.





(e)           STOCKHOLDER LIST.  The
officer who has charge of the stock ledger of the Corporation shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Nothing contained in this
Section 6(e) shall require the Corporation to include electronic mail addresses
or other electronic contact information on such list. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting for a
period of at least ten (10) days prior to the meeting: (i) 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 (ii) 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. If the
meeting is to be held at a physical location, then the list
shall


6


be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communications, then the list shall be
open to the examination of any stockholder during the whole time of the meeting
on a reasonably accessible electronic network, and the information required to
access such list shall be provided with the notice of the meeting. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by this section or the books of the
Corporation, or to vote at any meeting of stockholders.





(f)           CONDUCT OF STOCKHOLDERS’
MEETINGS





(1)           At
every meeting of stockholders, the Chairman of the Board, if there be one, shall
serve as chairman of the meeting and preside over the meeting or, in the case of
a vacancy in the office or absence of the Chairman of the Board, one of the
following officers present shall serve as chairman of the meeting and conduct
the meeting in the order stated: the President, the Vice Chairman of the Board,
if there be one or, if there be more than one, the Vice Chairmen in order of
seniority, the Executive Vice Presidents in their order of seniority, or, in the
absence of such officers, a chairman chosen by the stockholders entitled to cast
a majority of the votes which all stockholders present in person or by proxy are
entitled to cast, shall serve as chairman.





(2)           The
Secretary, or, in the Secretary's absence, an Assistant Secretary, or in the
absence of both the Secretary and Assistant Secretaries, a person appointed by
the chairman of the meeting shall serve as secretary of the meeting. In the
event that the Secretary presides at a meeting of the stockholders, an Assistant
Secretary shall record the minutes of the meeting.





(3)           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 take such action as, in the discretion of such chairman, are deemed
necessary, appropriate or convenient for the proper conduct of the
meeting.  Such rules, regulations and procedures, whether adopted by
the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation (A) the establishment of an agenda for the meeting,
(B) restricting admission to the time set for the commencement of the meeting,
(C) limiting attendance at the meeting to stockholders of record of the
Corporation entitled to vote at the meeting, their duly authorized proxies or
other such persons as the chairman of the meeting may determine, (D) limiting
participation at the meeting on any matter to stockholders of record of the
Corporation entitled to vote on such matter, their duly authorized proxies or
other such persons as the chairman of the meeting may determine to recognize
and, as a condition to recognizing any such participant, requiring such
participant to provide the chairman of the meeting with evidence of his or her
name and affiliation, whether her or she is a stockholder or a proxy for a
stockholder, and the class and series and number of shares of each class and
series of capital stock


7


of the
Corporation which are owned beneficially and/or of record by such stockholder,
(E) limiting the time allotted to questions or comments by participants, (F)
determining when the polls should be opened and closed for voting, (G) taking
such actions as are necessary or appropriate to maintain order, decorum, safety
and security at the meeting, (H) removing any stockholder who refuses to comply
with meeting procedures, rules or guidelines as established by the chairman of
the meeting, (I) recessing or adjourning the meeting to a later date, time and
place announced at the meeting by the chairman, and (J) complying with any state
and local laws and regulations concerning safety and security.





(5)           Unless
otherwise determined by the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.





(g)           PROXY
REPRESENTATION.





(1)           Every
stockholder may authorize another person or persons to act for him by proxy in
all matters in which a stockholder is entitled to participate, whether by
waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting.





(2)           A
stockholder may execute a writing authorizing another person or persons to act
for such stockholder as proxy. Execution may be accomplished by the stockholder
or such stockholder's authorized officer, director, employee or agent signing
such writing or causing such person's signature to be affixed to such writing by
any reasonable means including, but not limited to, by facsimile
signature.





(3)           A
stockholder may authorize another person or persons to act for such stockholder
as proxy by transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder
of the proxy to receive such transmission, provided that any such telegram,
cablegram or other means of electronic transmission must either set forth or be
submitted with information from which it can be determined that the telegram,
cablegram or other electronic transmission was authorized by the
stockholder.





(3)           No
proxy shall be voted or acted upon after three (3) years from its date
unless such proxy provides for a longer period.





(4)           A
duly executed proxy shall be irrevocable if it states that it is irrevocable
and, if, and only as long as, it is coupled with an interest sufficient in
law to support an irrevocable power.  A proxy may be made irrevocable
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the Corporation generally.


8


(h)           INSPECTORS OF
ELECTION.





(1)           The
Board of Directors, in advance of any meeting of stockholders, shall, but need
not, appoint may appoint any persons, other than nominees for office, to act as
inspectors of election at the meeting or any adjournment thereof and make a
written report thereof.  If no inspectors of election are so
appointed, the chairman of the meeting may, and on the request of any
stockholder or a stockholder’s proxy shall, appoint inspectors of election at
the meeting.





(2)           If
appointed, the number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting on the request of one or more stockholders
or proxies, the majority of shares represented in person or proxy shall
determine whether one (1) or three (3) inspectors are to be
appointed.  The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If any
person so appointed or designated as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
stockholder or a stockholder’s proxy shall, appoint a person to fill that
vacancy.





(3)           Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his or her
ability.





(4)           The
inspector or inspectors so appointed or designated, if any, shall: (A) determine
the number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity, and effect of proxies; (B) receive votes, ballots or consents; (C)
hear and determine all challenges and questions in any way arising in connection
with the right to vote; (D) on request of the person presiding at the meeting,
make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them; (E) retain
for a reasonable period a record of the disposition of any challenges made to
any determination by the inspectors; (F) count and tabulate all votes, ballots
or consents; (G) determine when the polls shall close; (H) certify their
determination of the number of shares of capital stock of the Corporation
represented at the meeting and their count of all votes, ballots or consents;
and (I) do any other acts that may be necessary or proper to conduct the
election or vote with fairness to all stockholders.  In determining
the validity and counting of proxies and ballots cast at any meeting of
stockholders of the Corporation, the inspectors, if any, may consider such
information as is permitted by applicable law.





(i)           QUORUM.  The
holders of a majority of the outstanding shares of stock shall constitute a
quorum at a meeting of stockholders for the transaction of any
business.  The stockholders present may adjourn the meeting despite
the absence of a quorum.





(j)           VOTING.  Each
share of stock shall entitle the holder thereof to one vote.  In the
election of directors, a plurality of the votes cast shall elect.  Any
other


9


action
shall be authorized by a majority of the votes cast except where the Delaware
General Corporation Law prescribes a different percentage of votes and/or a
different exercise of voting power.  In the election of directors, and
for any other action, voting need not be by ballot.





(k)           NOTICE OF STOCKHOLDER
PROPOSALS.





(1)          
At any annual meeting of stockholders of the Corporation, only such business
shall be conducted as shall have been properly brought before the
meeting.  To be properly brought before an annual meeting, business
must be (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) otherwise properly and timely brought before the meeting by any
stockholder of the Corporation in compliance with the notice procedures and
other provisions of this Section 6(k).





(2)           For
business to be properly brought before an annual meeting by a stockholder, such
business, as determined by the Chairman of the Board or such other person as is
presiding over the meeting, must be a proper subject for stockholder action
under the Delaware General Corporation Law, and such stockholder (i) must be a
stockholder of record on the date of the giving of the notice provided for in
this Section 6(k) and on the record date for the determination of stockholders
entitled to vote at such annual meeting, (ii) must be entitled to vote at such
annual meeting, and (iii) must comply with the notice procedures set forth in
this Section 6(k). In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.





(3)           To
be timely, a stockholder's notice must be delivered to, or mailed and received
by, the Secretary at the principal executive offices of the Corporation not
earlier than the one hundred fiftieth (150th) calendar day, and not later than
the close of business on the one hundred twentieth (120th) calendar day, prior
to the first anniversary of the immediately preceding year's annual meeting of
stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the annual meeting is called for a date that is
more than thirty (30) calendar days earlier or more than sixty (60) calendar
days later than such anniversary date, notice by the stockholder in order to be
timely must be so delivered or received not later than the tenth (10th)
calendar day following the earlier of (i) the day on which public disclosure of
the date of such annual meeting is first made, and (ii) the receipt by such
stockholder of actual notice of the date of such annual meeting.  For
purposes of this Section 6(k) of these Bylaws, public disclosure shall be deemed
to include a disclosure made in a press release reported by the Dow Jones News
Services, Reuters, Associated Press or a comparable national news service, in a
document filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act, or in a notice pursuant
to the applicable rules of an exchange on which the securities of the
Corporation are listed.  In no event shall the


10


public
announcement of a postponement of the mailing of the notice for such annual
meeting or of an adjournment or postponement of the annual meeting to a later
date or time commence a new time period for the giving of a stockholder’s notice
as described above.





(4)           To
be in proper written form, a stockholder's notice to the Secretary shall set
forth in writing, as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting, including the text of the proposal or business and
the text of any resolutions proposed for consideration, (ii) the reasons for
conducting such business at the annual meeting, (iii) the name and record
address, as they appear on the Corporation's stock ledger, of such stockholder
and the name and address of any Stockholder Associated Person (as defined
below), (iv) the class and series and number of shares of each class and series
of capital stock of the Corporation which are owned beneficially and/or of
record by such stockholder and/or any Stockholder Associated Person, and the
date or dates such shares were acquired and the investment intent of such
acquisition (which information shall be supplemented not later than ten (10)
calendar days after the record date for the meeting to disclose such ownership
as of the record date), (v) a description of all arrangements or understandings
between such stockholder and/or any Stockholder Associated Person, and any other
person or persons (naming such person or persons) in connection with the
proposal of such business by such stockholder, (vi) any material interest of
such stockholder and/or any Stockholder Associated Person in such business,
individually or in the aggregate, including any anticipated benefit to the
stockholder or any Stockholder Associated Person therefrom, (vii) a
representation from the stockholder as to whether the stockholder or any
Stockholder Associated Person intends or is part of a group which intends (A) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation’s outstanding capital stock required to approve or
adopt the proposal and/or (B) otherwise to solicit proxies in support of such
proposal, (viii) a representation that such stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting, that such stockholder
intends to vote such stock at such meeting, and that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such business before
the meeting, (ix) whether and the extent to which any hedging transaction has
been engaged in by or on behalf of such stockholder or any Stockholder
Associated Person with respect to any shares of stock of the Corporation,
without regard to whether such transaction is required to be reported on a
Schedule 13D in accordance with the Exchange Act, (x) whether and the extent to
which any agreement, arrangement or understanding has been made, the effect or
intent of which is to increase or decrease the voting power of such stockholder
or such Stockholder Associated Person with respect to any shares of the capital
stock of the Corporation, without regard to whether such transaction is required
to be reported on a Schedule 13d in accordance with the Exchange Act, (xi) in
the event that such business includes a proposal to amend the Certificate of
Incorporation and/or the Bylaws of the Corporation, the language of the proposed
amendment, and (xii) such other information regarding each matter of business to
be proposed by such stockholder, regarding the stockholder in his or her
capacity as a proponent of a


11


stockholder
proposal, or regarding any Stockholder Associated Person, as would be required
to be included in a proxy statement or other filings required to be made in
connection with solicitations of proxies pursuant to Section 14 of the Exchange
Act (or pursuant to any law or statute replacing such section), and the rules
and regulations promulgated thereunder.





(5)           If
the information submitted pursuant to this Section 6(k) by any stockholder
proposing business for consideration at an annual meeting shall be inaccurate to
any material extent, such information may be deemed not to have been provided in
accordance with this Section 6(k).  Upon written request by the
Secretary, the Board of Directors or any committee thereof, any stockholder
proposing business for consideration at an annual meeting shall provide, within
seven business days of delivery of such request (or such other period as may be
specified in such request), written verification, satisfactory in the discretion
of the Board of Directors, any committee thereof or any authorized officer of
the Corporation, to demonstrate the accuracy of any information submitted by the
stockholder pursuant to this Section 6(k). If a stockholder fails to provide
such written verification within such period, the information as to which
written verification was requested may be deemed not to have been provided in
accordance with this Section 6(k).





(6)           For
purposes of this Section 6(k) and Section 6(l) of these Bylaws, the following
definitions shall be applicable:





(i)           beneficial
ownership in the Corporation’s capital stock shall include, in addition to the
definition of beneficial ownership contained in Rule 13d-3 of the Exchange Act
(or any successor rule or regulation), any direct or indirect pecuniary interest
in the Corporation’s capital stock,





(ii)           business
day shall mean any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of New York are authorized or obligated by law or
executive order to close,





(iii)           close
of business shall mean 5:00 p.m., Eastern Time,





(iv)           hedging
of the Corporation’s capital stock shall mean any transaction or series of
transactions that has been entered into, or any other agreement, arrangement or
understanding (including, but not limited to, any borrowing or lending of shares
or any short interest) that has been made, the effect or intent of which is to
mitigate loss to or manage the risk or benefit of share price changes with
respect to any shares of the capital stock of the Corporation,





(v)           pecuniary
interest in the Corporation’s capital stock shall include, but not be limited
to, the opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the Corporation’s capital stock,


12





(vi)           indirect
pecuniary interest in the Corporation’s capital stock shall include, but not be
limited to, (a) any derivative instrument which includes the opportunity,
directly or indirectly, to profit or share in any profit derived from any
increase in the value of the Corporation’s capital stock, including a person’s
right to acquire the Corporation’s capital stock through the exercise or
conversion of any derivative instrument, whether or not presently exercisable,
(b) a general partner’s proportionate interest in the Corporation’s capital
stock held by a general or limited partnership, (c) a person’s right to
dividends that is separated or separable from the Corporation’s capital stock,
(d) shares of the Corporation’s capital stock held by members of a person’s
immediate family, and (e) a person’s interest in the Corporation’s capital stock
that is held by a trust,





(vii)          derivative
instrument shall include, but not be limited to, any option, warrant,
convertible security, stock appreciation right, or similar right with an
exercise or conversion privilege or a settlement payment or mechanism at a price
related to the value of the Corporation’s capital stock, or similar instrument
with a value derived in whole or in part from the value of the Corporation’s
capital stock, whether or not such instrument or right shall be subject to
settlement in the Corporation’s capital stock or otherwise,





(viii)         short
interest in the Corporation’s capital stock shall mean that the person, directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has the opportunity to profit or share in any profit derived from any
decrease in the value of the Corporation’s capital stock, and





(ix)           Stockholder
Associated Person of any stockholder shall mean (a) any person controlling,
directly or indirectly, or acting in concert with, such stockholder, (b) any
beneficial owner of shares of stock of the Corporation owned of record or
beneficially by such stockholder, and (c) any person controlling, controlled by
or under common control with such Stockholder Associated Person.





(7)           No
business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 6(k).





(8)           Except
as otherwise required by law, the Certificate of Incorporation or these Bylaws,
the Chairman of the Board or other person presiding at an annual meeting shall
have the power and duty (i) to determine whether any business proposed to be
brought before the meeting was properly brought before the meeting in accordance
with the procedures set forth in this Section 6(k), including whether the
stockholder or the Stockholder Associated Person, if any, on whose behalf the
proposal is made solicited (or is part of a group which solicited) or did not so
solicit, as the case


13


may be,
proxies in support of such stockholder’s proposal in compliance with such
stockholder’s representation as required by this Section 6(k), and (ii) if any
proposed business was not brought in compliance with this Section 6(k), to
declare that such proposal is defective and shall be disregarded.





(9)           In
addition to the provisions of this Section 6(k), a stockholder shall also comply
with all applicable requirements of state law and all applicable requirements of
the Exchange Act, and the rules and regulations thereunder, with respect to the
matters set forth herein.





(10)         Nothing
in this Section 6(k) shall be deemed to affect any rights (i) of stockholders to
request inclusion of proposals in the Corporation’s proxy statement pursuant to
Rule 14a-8 under the Exchange Act, or (ii) of the holders of any series of
preferred stock to elect directors pursuant to any applicable provisions of the
Certificate of Incorporation.





(11)        Notwithstanding
anything in this Section 6(k) to the contrary, a stockholder intending to
nominate one or more persons for election as a director at an annual meeting
must comply with Section 6(l) of these bylaws for any such nomination to be
properly brought before such meeting.





(l)           NOTICE OF NOMINATIONS BY
STOCKHOLDERS.





(1)           Subject
to the rights of the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation, dissolution or
winding up, nominations for the election of directors may be made (i) by or at
the direction of the Board of Directors or a committee appointed by the Board of
Directors, or (ii) by any stockholder of the Corporation (a) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 6(l), on the record date for the determination of the stockholders
entitled to vote at such meeting and at the time of the annual meeting of
stockholders, (b) who is entitled to vote at the meeting for the election of
directors, and (c) who complies with the notice procedures set forth in this
Section 6(l).  In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the
Corporation.





(2)           To
be timely, a stockholder's notice of nomination must be delivered to, or mailed
and received by, the Secretary at the principal executive offices of the
Corporation not earlier than the one hundred fiftieth (150th) calendar day, and
not later than the close of business on the one hundred twentieth (120th)
calendar day, prior to the first anniversary of the immediately preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the annual meeting is called for a date that is
more than thirty (30) calendar days earlier or more than sixty (60) calendar
days later than such anniversary date, notice by the stockholder in order to be
timely must be so delivered or received not later than the tenth (10th)
calendar day following the earlier of (i) the day on which
public


14


disclosure
of the date of such annual meeting is first made, and (ii) the receipt by such
stockholder of actual notice of the date of such annual meeting.  For
purposes of this Section 6(l), public disclosure shall be deemed to include a
disclosure made in a press release reported by the Dow Jones News Services,
Reuters, Associated Press or a comparable national news service, in a document
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act, or in a notice pursuant to the
applicable rules of an exchange on which the securities of the Corporation are
listed.  In no event shall the public announcement of a postponement
of the mailing of the notice for such annual meeting or of an adjournment or
postponement of the annual meeting to a later date or time commence a new time
period for the giving of a stockholder’s notice as described above.





(3)           To
be in proper written form, a stockholder's notice of nomination to the Secretary
shall set forth in writing:





(i)           as
to each person whom the stockholder proposes to nominate for election or
reelection as a director (a) the name, age, business address and residence
address of the person, (b) the principal occupation and employment of the
person, (c) the class and series and number of shares of each class and series
of capital stock of the Corporation which are owned beneficially or of record by
the person (which information shall be supplemented not later than ten (10)
calendar days after the record date for the meeting to disclose such ownership
as of the record date), (d) the person’s executed written consent to being named
in the proxy statement, if any, as a nominee and to serving as a director if
elected, (e) any other information relating to the person that would be required
to be disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors, or is
otherwise required, pursuant to Section 14 of the Exchange Act (or pursuant to
any law or statute replacing such section), and the rules and regulations
promulgated thereunder, (f) a representation from the stockholder as to whether
the stockholder or any Stockholder Associated Person intends or is part of a
group which intends (1) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation’s outstanding capital
stock required to elect the person proposed as a nominee and/or (2) otherwise to
solicit proxies in support of the election of such person, and (g) a written
statement executed by the person acknowledging that, as a director of the
Corporation, he or she will owe fiduciary duties, under the Delaware General
Corporation Law, exclusively to the Corporation and its stockholders and no
fiduciary duties to any specific stockholder or group of stockholders;
and





(ii)           as
to the stockholder giving the notice (a) the name and record address of such
stockholder, as they appear on the Corporation's stock ledger, and the name and
address of any Stockholder Associated Person, (b) the class and series and
number of shares of each class and series of capital stock of the Corporation
which are owned beneficially and/or of record by such stockholder and/or any
Stockholder Associated Person, and the date or dates


15


such
shares were acquired and the investment intent of such acquisition (which
information shall be supplemented not later than ten (10) calendar days after
the record date for the meeting to disclose such ownership as of the record
date), (c) a description of all arrangements or understandings between such
stockholder and/or any Stockholder Associated Person and each proposed nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination(s) are to be made by such stockholder, (d) any material
interest of such stockholder and/or any Stockholder Associated Person in the
election of such proposed nominee, individually or in the aggregate, including
any anticipated benefit to the stockholder or any Stockholder Associated Person
therefrom, (e) a representation that such stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and that such
stockholder intends to appear in person or by proxy at the meeting to nominate
the person or persons named in its notice, (f) whether and the extent to which
any hedging transaction has been engaged in by or on behalf of such stockholder
or any Stockholder Associated Person with respect to any shares of stock of the
Corporation, without regard to whether such transaction is required to be
reported on a Schedule 13D in accordance with the Exchange Act, (g) whether and
the extent to which any agreement, arrangement or understanding has been made,
the effect or intent of which is to increase or decrease the voting power of
such stockholder or such Stockholder Associated Person with respect to any
shares of the capital stock of the Corporation, without regard to whether such
transaction is required to be reported on a Schedule 13d in accordance with the
Exchange Act, and (h) any other information relating to such stockholder, in his
or her capacity as a proponent of a stockholder nomination, or any Stockholder
Associated Person that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors, or is otherwise required, pursuant to Section 14 of
the Exchange Act (or pursuant to any law or statute replacing such section) and
the rules and regulations promulgated thereunder.





(4)           In
addition to the information required above, the Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.





(5)           If
the information submitted pursuant to this Section 6(l) by any stockholder
proposing a nominee for election as a director at an annual meeting shall be
inaccurate to any material extent, such information may be deemed not to have
been provided in accordance with this Section 6(l).  Upon written
request by the Secretary, the Board of Directors or any committee thereof, any
stockholder proposing a nominee for election as a director at an annual meeting
shall provide, within seven business days of delivery of such request (or such
other period as may be specified in such request), written verification,
satisfactory in the discretion of the Board of Directors, any committee thereof
or any authorized officer of the Corporation, to demonstrate the accuracy of any
information submitted by the stockholder pursuant to this Section 6(l).
If


16


a
stockholder fails to provide such written verification within such period, the
information as to which written verification was requested may be deemed not to
have been provided in accordance with this Section 6(l).





(6)           Notwithstanding
anything in these Bylaws to the contrary, no person shall be eligible for
election at an annual meeting as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 6(l).





(7)           Except
as otherwise required by law, the Certificate of Incorporation or these Bylaws,
the Chairman of the Board or other person presiding at an annual meeting shall
have the power and duty (i) to determine whether any nomination proposed to be
brought before the meeting was properly made in accordance with the procedures
set forth in this Section 6(l), including whether the stockholder or the
Stockholder Associated Person, if any, on whose behalf the nomination is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder’s nominee in compliance with
such stockholder’s representation as required by this Section 6(l), and (ii) if
any proposed nomination was not made in compliance with this Section 6(l) to
declare that such defective nomination is null and void and shall be
disregarded.





(8)           Notwithstanding
anything in this Section 6(l) to the contrary, in the event that the number of
directors to be elected to the Board of Directors at an annual meeting of the
stockholders is increased and there is no public disclosure, naming all of the
nominees for directors or specifying the size of the increased Board of
Directors, by the Corporation at least ninety (90) calendar days prior to the
first anniversary of the date of the immediately preceding annual meeting, a
stockholder’s notice required by this Section 6(l) 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, or mailed and received by, the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the tenth (10th)
calendar day following the earlier of the day that the stockholder first
received actual notice of such increase and the day on which such public
disclosure is first made by the Corporation.





(9)           In
addition to the provisions of this Section 6(l), a stockholder shall also comply
with all applicable requirements of state law and all applicable requirements of
the Exchange Act, and the rules and regulations thereunder, with respect to the
matters set forth herein.





(m)           SPECIAL MEETINGS OF
STOCKHOLDERS.





(1)           Only
such business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the Corporation's notice of
meeting.


17


(2)           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 (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors, or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who (a) is a stockholder of record at the time of giving of notice
provided for in this Section 6(m), (b) is a stockholder of record on the record
date for the determination of the stockholders entitled to vote at such special
meeting, (c) is a stockholder of record at the time of such special meeting, and
(d) complies with the notice procedures set forth in this Section
6(m).





(3)           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, a
stockholder who complies with Section 6(m)(2) of these Bylaws may nominate a
person or persons (as the case may be) for election to such position as
specified in the Corporation's notice of meeting if they give timely notice
thereof in proper written form to the Secretary of the Corporation as provided
hereinafter.





(4)           To
be timely and in proper form, the stockholder’s notice of nomination with
respect to a special meeting must comply with Section 6(l)(3) of these Bylaws
and must be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not later than the close of business on the
tenth (10th)
calendar day following the earlier of the day that the stockholder first
received actual notice of the date of the special meeting and the nominees
proposed by the Board of Directors to be elected at such meeting and the day on
which such public disclosure is first made by the Corporation.  In no
event shall the public announcement of a postponement of the mailing of the
notice for such special meeting or of an adjournment or postponement of the
special meeting to a later date or time commence a new time period for the
giving of a stockholder’s notice as described above.





(5)           If
the information submitted pursuant to this Section 6(m) by any stockholder
proposing a nominee for election as a director at a special meeting shall be
inaccurate to any material extent, such information may be deemed not to have
been provided in accordance with this Section 6(m).  Upon written
request by the Secretary, the Board of Directors or any committee thereof, any
stockholder proposing a nominee for election as a director at a special meeting
shall provide, within seven business days of delivery of such request (or such
other period as may be specified in such request), written verification,
satisfactory in the discretion of the Board of Directors, any committee thereof
or any authorized officer of the Corporation, to demonstrate the accuracy of any
information submitted by the stockholder pursuant to this Section 6(m). If a
stockholder fails to provide such written verification within such period, the
information as to which written verification was requested may be deemed not to
have been provided in accordance with this Section 6(m).





(6)           Notwithstanding
anything in these Bylaws to the contrary, no person shall be eligible for
election at a special meeting as a director of the Corporation


18


unless
nominated in accordance with the procedures set forth in this Section
6(m).  The Chairman of the Board or other person presiding at an
annual meeting shall have the power and duty to determine whether any nomination
proposed to be brought before a special meeting was properly made in accordance
with the procedures set forth in this Section 6(m) and, if any proposed
nomination was not made in compliance with this Section 6(m), or if the
stockholder solicits proxies in support of such proposed nomination without
having made the representation required by this Section 6(m), to declare that
such defective nomination is null and void and shall be
disregarded.





(7)           In
addition to the provisions of this Section 6(m), a stockholder shall also comply
with all applicable requirements of state law and all applicable requirements of
the Exchange Act, and the rules and regulations thereunder, with respect to the
matters set forth herein.





Section
7.              STOCKHOLDER ACTION WITHOUT
MEETINGS.





(a)           Any
action required by the Delaware General Corporation Law to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.





(b)           Every
written consent shall bear the date of signature of each stockholder who signs
the consent, and no written consent shall be effective to take the corporate
action referred to therein unless, within sixty (60) days of the earliest dated
consent delivered in the manner required by this Section 7(b) to the
Corporation, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt
requested.





(c)           A
telegram, cablegram or other electronic transmission consenting to an action to
be taken and transmitted by a stockholder or proxy holder, or by a person or
persons authorized to act for a stockholder or proxy holder, shall be deemed to
be written, signed and dated for the purposes of this Section 7, provided that
any such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the Corporation can determine (A) that the
telegram, cablegram


19


or other
electronic transmission was transmitted by the stockholder or proxy holder or by
a person or persons authorized to act for the stockholder or proxy holder and
(B) the date on which such stockholder or proxy holder or authorized person or
persons transmitted such telegram, cablegram or electronic
transmission.





(d)           Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of holders
to take the action were delivered to the Corporation as provided in Section 7(b)
of these Bylaws.





ARTICLE
II





DIRECTORS





Section
1.               FUNCTIONS AND DEFINITION.  The
business and affairs of the Corporation shall be managed by the Board of
Directors of the Corporation.  The Board of Directors shall have
authority to fix the compensation of the members thereof.  The use of
the phrase “whole board” herein refers to the total number of directors which
the Corporation would have if there were no vacancies.





Section
2.               QUALIFICATIONS AND
NUMBER.  A director need not be a stockholder, a citizen of the
United States, or a resident of the State of Delaware.  Each director
shall be at least twenty-one (21) years of age.  The Board of
Directors shall consist of not less than five (5) nor more than seven (7)
members, the exact number of which shall be fixed from time to time by action of
the Board of Directors.





Section
3.               ELECTION AND
TERM.  Commencing with the Annual Meeting of Stockholders to be
held in May 21, 1986, the directors of the Corporation shall be classified with
respect to the time for which they shall severally hold office by dividing them
into three classes, each class to be as nearly equal in number as possible,
which classes shall be designated as Class 1, Class 2 and Class
3.  Subject to the provisions hereof, the number of directors in each
class shall from time to time be designated by the Board of Directors of the
Corporation.  The Class 1 directors shall be elected initially for a
term of one year; the Class 2 directors shall be elected initially for a
term of two years; and the Class 3 directors shall be elected initially for a
term of three years.  At each annual meeting, the successors to the
class of directors whose terms shall expire that year shall be elected to hold
office for a term of three years and until their successors are elected and
qualified or until their earlier death, resignation or removal so that each term
of office of one class of directors shall expire in each
year.  Notwithstanding the rule that the three classes shall be as
nearly equal in number of directors as possible, in the event of any change in
the authorized number of directors each director then continuing to serve as
such shall nevertheless continue as a director of the class of which he is a
member until the expiration of his current term, or his prior


20


death,
resignation or removal.  If any newly created directorship may,
consistent with the rule that the three classes shall be as nearly equal in
number of directors as possible, be allocated to one or two or more classes, the
Board shall allocate it to that of the available classes whose term of office is
due to expire at the earliest date following such allocation.





Section
4.              MEETINGS OF
DIRECTORS.





(a)           TIME.  Meetings
shall be held at such time as the Board shall fix, except that the first meeting
of the Board after an election of a class of directors shall be held as soon
after such election as the directors in office may conveniently
assemble.





(b)           PLACE.  Meetings
shall be held at such place within or without the State of Delaware as shall be
fixed by the Board. Meetings may also be held solely be means of conference
telephone or other communications equipment or by the consent of all directors
given in writing or by electronic transmission.





(c)           CALL.  No
call shall be required for regular meetings for which the time and place have
been fixed.  Special meetings may be called by or at the direction of
the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or
the President, or of a majority of the directors in office.





(d)           NOTICE OR ACTUAL OR
CONSTRUCTIVE WAIVER.  No notice shall be required for regular
meetings for which the time and place have been fixed.  Notice of the
time and place of all special meetings of the Board of Directors shall be given
orally, in writing, by telephone, facsimile, telegraph, telex, electronic mail
or any form of electronic transmission, during normal business hours, at least
twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first-class mail, charges prepaid, at least three
(3) business days before the date of the meeting.  Such notice shall
state the time and place, if any, of the special meeting of the Board of
Directors, and the means to attend the meeting through conference telephone or
other communications equipment, if any.  Notice need not be given to
any director or to any member of a committee of directors who submits a waiver
of notice, before or after such meeting, either in a writing signed by such
director or by electronic transmission.  Attendance of any such
director at a meeting shall constitute a waiver of notice of such meeting,
except when such director 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.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors need be specified in any waiver of notice.  All
waivers of notice shall be filed with the corporate records of the Corporation
or made a part of the meeting.





(e)           QUORUM AND
ACTION.  A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole
Board.  A majority of the


21


directors
present, whether or not a quorum is present, may adjourn a meeting to another
time and place.  Except as herein otherwise provided, and except as
otherwise provided by the Delaware General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board.  The quorum and voting provisions
herein stated shall not be construed as conflicting with any provisions of the
Delaware General Corporation Law and these Bylaws which govern a meeting of
directors held to fill vacancies and newly created directorships in the Board or
action of disinterested directors.





(f)           CHAIRMAN OF THE
MEETING.  The Chairman of the Board, if any and if present and
acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.





Section
5.              REMOVAL OF
DIRECTORS.  Any or all of the directors may be removed from
office at any time but only for cause and only by either (i) the affirmative
vote of the holders of sixty six and two-thirds percent (66.67%) of the voting
power of all of the shares of the Corporation entitled to vote for the election
of directors at any annual or special meeting of the stockholders, provided that
notice of the proposed removal is included in the notice of the meeting at which
such action takes place, or (ii) the affirmative vote of sixty six and
two-thirds percent (66.67%) of the Board of Directors at any regular or special
meeting of the Board of Directors provided that notice of the proposed removal
is included in the notice of the meeting at which such action takes place and
such notice is not given less than two (2) business days prior to the
meeting.





Section
6.              COMMITTEES.  Whenever
its number consists of five or more, the Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the
Corporation.  The Board 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.  In the absence or
disqualification of any member of any such committee or committees, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.  Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation with the exception of any authority the delegation of
which is prohibited by Section 141 of the Delaware General Corporation Law, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it.





Section
7.             
 PARTICIPATION IN
MEETING BY MEANS OF COMMUNICATIONS EQUIPMENT. Any one or more members of
the Board or any committee thereof may participate in any meeting of the Board
or of any such committee by means of conference telephone or other
communications equipment by means of which all


22


persons
participating in the meeting can hear each other or as otherwise permitted by
law, and such participation in a meeting shall constitute presence in person at
such meeting.





Section
8.             
 ACTION WITHOUT A
MEETING. Any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, or by electronic transmission and the writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board or committee, as the case may be. 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
9.           RESIGNATIONS OF
DIRECTORS.  Any director may resign at any time by delivering
his resignation 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
10.         VACANCIES.  Subject
to the rights of the holders of any series of preferred stock then outstanding,
any vacancies on the Board of Directors resulting from death, resignation,
removal or other cause shall only be filled by the Board of Directors, and not
by the stockholders, by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors, or by a sole remaining director, and newly created directorships
resulting from any increase in the number of directors, shall only be filled by
the Board of Directors, or if not so filled, by the stockholders at the next
annual meeting thereof or at a special meeting called for that purpose in
accordance with Section 6 of Article I of these Bylaws.  Any director
elected in accordance with the preceding sentence of this Section 10 shall hold
office until the next annual meeting of the stockholders and until such
director’s successor shall have been elected and qualified.





ARTICLE
III





OFFICERS





Section
1.               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 Chief Financial


23


Officer,
all of whom shall be appointed at the annual meeting of the Board of
Directors.  The Board of Directors may also appoint other officers and
agents with such powers and duties as it shall deem necessary. 
Notwithstanding the foregoing, the Board of Directors may empower the Chief
Executive Officer of the Corporation to appoint such officers, other than the
President, Secretary or Chief Financial Officer, as the business of the
Corporation may require.  The Chief Executive Officer may but need not be a
director.  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 or a designated committee of the
Board of Directors.





Section
2.             
 TENURE OF
OFFICERS. All officers shall hold office at the pleasure of the Board of
Directors and until their successors shall have been duly elected and qualified,
or until their earlier death, resignation or removal.  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.





Section
3.               DUTIES OF
OFFICERS.  Officers shall have the powers and duties defined in
the resolutions appointing them; provided, that the Secretary shall record all
proceedings of the meetings or of the written actions of the stockholders and of
the directors, and any committee thereof, in a book to be kept for that
purpose.





Section
4.             
 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
5.              
 REMOVAL OF
OFFICERS. The Board of Directors may remove any officer for cause or
without cause.





ARTICLE
IV





CORPORATE
SEAL





Section
1.              
 CORPORATE
SEAL.  The corporate seal shall be in such form as the Board of
Directors shall prescribe.


24


ARTICLE
V





FISCAL
YEAR





Section
1.               
FISCAL
YEAR.  The fiscal year of the Corporation shall be fixed, and
shall be subject to change, by resolution of the Board of
Directors.





ARTICLE
VI





AMENDMENTS





Section
1.                AMENDMENTS BY
STOCKHOLDERS. These Bylaws may be amended, altered, rescinded or repealed
by the affirmative vote of the holders of not less than sixty six and two-thirds
percent (66.67%) of the voting power of all of the shares of the Corporation
entitled to vote at any annual or special meeting of the stockholders, provided
that notice of such proposed amendment, alteration, rescission or repeal is
included in the notice of the meeting at which such action takes place, which
shall also include, without limitation, the text of any such proposed amendment
or alteration and/or any resolution calling therefor for any rescission or
repeal.





Section
2.              
AMENDMENTS BY THE
BOARD OF DIRECTORS.  These Bylaws may also be altered, amended,
rescinded or repealed by the affirmative vote of not less than a two-thirds
majority of the Board of Directors at any regular or special meeting of the
Board of Directors provided that notice of such proposed alteration, amendment,
rescission or repeal to be made is included in the notice of the meeting at
which such action takes place, which shall also include, without limitation, the
text of any such proposed amendment or alteration and/or any resolution calling
therefor for any rescission or repeal.





Section
3.              
 NO CONFLICT WITH
THE CERTIFICATE OF INCORPORATION. No Bylaw shall be altered, amended, or
repealed so as to cause such Bylaw or these Bylaws to be inconsistent or in
conflict with or violative of any provision of the Certificate of
Incorporation.





ARTICLE
VII


INDEMNIFICATION





Section
1.             
POWER TO INDEMNIFY IN
ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE
CORPORATION.  Subject to Section 3 of this Article VII, the
Corporation shall indemnify any person who was or is a party or is
threat­ened to be made a party to, or is involved in or called as a witness
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was a
director or officer of the Corporation,


25


or is or
was a director or officer of the Corporation serving at the request of the
Corporation as a director or officer, em­ployee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judg­ments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe such person's conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.





Section
2.            
 POWER TO
INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION.  Subject to Section 3 of this Article VII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to or is involved in or called as a witness in any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director or officer of the Corporation, or is or was a director or officer of
the Corporation serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation; except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.





Section
3.           
  AUTHORIZATION OF
INDEMNIFICATION.  Any indemnification under this Article VII
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because such person has met the
applicable standard of conduct set forth in Section 1 or Section 2 of this
Article VII, as the case may be.  Such determination shall be made,
with respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than 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 if
such directors so direct, by independent legal counsel in a written opinion or
(iv) by the


26


stockholders.  Such
determination shall be made, with respect to former directors and officers, by
any person or persons having the authority to act on the matter on behalf of the
Corporation.  To the extent, however, that a present or former
director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, without the necessity of authorization in
the specific case.





Section
4.               GOOD FAITH
DEFINED.  For purposes of any determination under Section 3 of
this Article VII, a person shall be deemed to have acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceed­ing, to have had no reasonable cause to believe such person's
conduct was unlawful, if such person's action is based on the records or books
of account of the Corporation or another enterprise, or on information supplied
to such person by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or other enterprise.  The provisions of this Section 4
shall not be deemed to be exclusive or to limit in any way the circumstances in
which a person may be deemed to have met the applicable standard of conduct set
forth in Section 1 or 2 of this Article VII, as the case may be.





Section
5.            
 INDEMNIFICATION
BY A COURT.  Notwithstanding any contrary determination in the
specific case under Section 3 of this Article VII, and notwith­standing the
absence of any determination thereunder, any director or officer may apply to
the Court of Chancery in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this Article VII.  The
basis of such indemnification by a court shall be a determination by such court
that indemni­fication of the director or officer is proper in the
circumstances because such person has met the applicable standards of conduct
set forth in Section 1 or 2 of this Article VII, as the case may
be.  Neither a contrary determination in the specific case under
Section 3 of this Article VII nor the absence of any determination thereunder
shall be a defense to such application or create a presumption that the director
or officer seeking indemnification has not met any applicable standard of
conduct.  Notice of any application for indemnification pursuant to
this Section 5 shall be given to the Corporation promptly upon the filing of
such application.  If successful, in whole or in part, the director or
officer seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.  In any prosecution of an application 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
Article VII or otherwise shall be on the Corporation.


27


Section
6.            EXPENSES PAYABLE IN
ADVANCE.  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 or she is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or 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 upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be
determined ultimately that such person is not entitled to be indemnified under
this Article VII or otherwise.  Notwithstanding the foregoing, unless
otherwise determined pursuant to Section 10(a) of this Article VII, 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 the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
the proceeding, or (ii) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, 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.





Section
7.               CERTAIN
DEFINITIONS.  For purposes of this Article VII, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):







(a)           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.





(b)           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.





(c)           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 or
officers, so that any person who is or was a director or officer of such
constituent corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,


28


partner­ship,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article VII with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had
continued.





(d)           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.





(e)           The
term "other enterprise" shall mean any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise of which such
person is or was serving at the request of the Corporation as a director,
officer, employee or agent.





(f)           The
term "fines" shall include any excise taxes assessed on a person with respect to
an employee benefit plan.





(g)           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 or officer with respect to an
employee benefit plan, its participants or beneficiaries.





(h)           The
term a "change of control" shall be deemed to have occurred if (A) any "person"
(as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended) is or becomes (except in a transaction approved in advance
by the Board of Directors of the Corporation) the beneficial owner (as defined
in Rule 13d-3 under such Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power of the
Corporation's then outstanding securities, or (B) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Corporation cease for any reason to constitute at
least a majority thereof unless the election bf each Director who was not a
Director at the beginning of the period was approved by a vote of at least
two-thirds of the Directors then still in office who were Directors at the
beginning of the period.





Section
8.            
 LIMITATION ON
INDEMNIFICATION.  Notwithstanding any­thing contained in
this Article VII to the contrary, except for proceedings to enforce rights to
indemnification, the Corpora­tion shall not be obligated to indemnify any
director or officer in connection with a proceeding (or part thereof) initiated
by such person unless (i) such indemnification is expressly required to be made
by applicable law, (ii) the proceeding (or part thereof) was authorized or
consented to 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 Delaware


29


General
Corporation Law, or (iv) such indemnification is required to be made by the
Corporation pursuant to Section 5 of this Article VII.





Section
9.            
 INDEMNIFICATION
OF EMPLOYEES AND AGENTS.  The Corpora­tion may, to the
extent authorized from time to time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to employees and agents of
the Corporation similar to those conferred in this Article VII to directors and
officers of the Corporation.





Section
10.            MISCELLANEOUS.





(a)           NON-EXCLUSIVITY OF
RIGHTS.  The rights conferred on a person by this Article VII
shall not be deemed exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in Sections 1 and 2 of
this Article VII shall be made to the fullest extent permitted by
law.  The provisions of this Article VII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
2 of this Article VII but whom the Corporation has the power or obligation to
indemnify under the provisions of the Delaware General Corporation Law or
otherwise.  The Corporation is specifically authorized to enter into
individual contracts with any or all of its directors, officers, employees or
agents respecting indemnification and advances, to the fullest extent not
prohibited by the Delaware General Corporation Law.







(b)           CONTRACTUAL
NATURE.  The provisions of this Article VII shall be applicable
with respect to events, acts and omissions occurring prior to or subsequent to
the adoption of this Article VII, and shall continue as to a person who has
ceased to be a director, officer or employee and shall inure to the benefit of
the heirs, executors and administrators of such person.  Without the
necessity of entering into an express contract, all rights to indemnification
and advancement of expenses under this Article VII shall be deemed to be
contractual rights and shall be effective to the same extent as if provided for
in a contract between the Corporation and each person who, at any time that this
Article VII is in effect, serves or agrees to serve in any capacity which
entitles him to indemnification hereunder.  Any repeal or other
modification of this Article VII or any repeal or modification of the Delaware
General Corporation Law or any other applicable law shall not limit any rights
of indemnification for proceedings then existing or arising out of events, acts
or omissions occurring prior to such repeal or modification, including, without
limitation, the right to indemnification for proceedings commenced after such
repeal or modification to enforce this Article VII with regard to proceedings
arising out of acts, omissions or events arising prior to such repeal or
modification.







(c)           INSURANCE; CONTRACTS AND
FUNDING.  The Corporation may purchase and maintain, at its
expenses, insurance to protect itself any person who is or was a director or
officer of the Corpora­tion, or is or was a director or officer of
the


30


Corporation
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partner­ship, joint venture, trust, employee
benefit plan or other enterprise against any expenses, liabilities or losses
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the
Corpora­tion would have the power or the obligation to indemnify such person
against such expenses, liabilities or losses under the provisions of this
Article VII or the Delaware General Corporation Law.  The Corporation
hereby agrees that, for a period of six (6) years after any Change of Control,
it shall cause to be maintained policies of directors' and officers' liability
insurance providing coverage at least comparable to and in the same amounts as
that provided by any such policies in effect immediately prior to such Change of
Control. The Corporation may enter into contracts with any director, officer, or
employee of the Corporation in furtherance of the provisions of this Article VII
and may create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to ensure the payment of
such amounts as may be necessary to effect the advancing of expenses and
indemnification as provided in this Article VII.





(d)           SURVIVAL OF INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VII shall, unless
otherwise provided when autho­rized or ratified, continue as to a person who
has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.





(e)           SUBROGATION.  In
the event of any payment under this Article VII to any person indemnified
hereunder, the Corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of such indemnified person, who shall execute all
papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Corporation to bring
suit to enforce such rights.





(f)           SEVERABILITY.  If
this Article VII, or any portion hereof shall be invalidated or held to be
unenforceable on any ground by any court of competent jurisdiction, the decision
of which shall not have been reversed on appeal, this Article VII shall be
deemed to be modified to the minimum extent necessary to avoid a violation of
law and, as so modified, this Article VII and the remaining provisions hereof
shall remain valid and enforceable in accordance with their terms to the fullest
extent permitted by law.





31