**Exhibit 3.3**

**BYLAWS**

**OF**

**COUNTRYWIDE FINANCIAL CORPORATION**

(Countrywide Credit Industries, Inc. changed its name toCountrywide FinancialCorporation effective as of November 7, 2002.)

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**TABLE OF CONTENTS**

**BYLAWS OFCOUNTRYWIDE CREDIT INDUSTRIES, INC.**
| ARTICLE I - Name and  Location                                          |   | 1  |
|-------------------------------------------------------------------------|--------|----|
| Section 1: Name                                                         |   | 1  |
| Section 2: Principal Offices                                            |   | 1  |
| Section 3: Other Offices                                                |   | 1  |
| ARTICLE II -  Meeting of Shareholders                                   |   | 1  |
| Section 1: Place of Meeting, Etc.                                       |   | 1  |
| Section 2: Annual Meeting                                               |   | 1  |
| Section 3: Special Meeting                                              |   | 1  |
| Section 4: Notice of Meetings                                           |   | 2  |
| Section 5: Quorum                                                       |   | 2  |
| Section 6: Voting                                                       |   | 2  |
| Section 7: Proxies                                                      |   | 3  |
| Section 8: Listing of Shareholders                                      |   | 3  |
| Section 9: Inspectors                                                   |   | 3  |
| Section 10: Conduct of Meetings                                         |   | 3  |
| Section 11: Exclusive Means of Shareholder Action                       |   | 3  |
| Section 12: Nomination of Directors                                     |   | 3  |
| Section 13: New Business                                                |   | 5  |
| ARTICLE III -  Board of Directors                                       |   | 6  |
| Section 1: Number of Board Members                                      |   | 6  |
| Section 2: Classification of Board                                      |   | 7  |
| Section 3: Removal                                                      |   | 7  |
| Section 4: Resignations                                                 |   | 7  |
| Section 5: Vacancies                                                    |   | 7  |
| Section 6: Place of Meetings                                            |   | 7  |
| Section 7: Annual Meeting                                               |   | 7  |
| Section 8: Regular Meetings                                             |   | 8  |
| Section 9: Special Meeting                                              |   | 8  |
| Section 10: Notice of Meeting                                           |   | 8  |
| Section 11: Quorum                                                      |   | 8  |
| Section 12: Conduct of Meetings                                         |   | 8  |
| ARTICLE IV -  Committee of the Board                                    |   | 9  |
| Section 1: General                                                      |   | 9  |
| Section 2: Authority of Committees; Duties of  Directors                |   | 9  |
| ARTICLE V -  Officers                                                   |   | 9  |
| Section 1: Executive Officers, Etc.                                     |   | 9  |
| Section 2: Duties                                                       |   | 9  |
| Section 3: Election; Removal                                            |   | 11 |
| Section 4: Resignations                                                 |   | 11 |
| Section 5: Vacancies                                                    |   | 11 |
| ARTICLE VI -  Provision Relating to Stock Certificates and Shareholders |   | 11 |
| Section 1: Certificates                                                 |   | 11 |
| Section 2: Lost Certificates, Etc.                                      |   | 12 |
| Section 3: Transfer of Shares                                           |   | 12 |

 

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| Section 4: Record Date                                                                       |   | 12 |
|----------------------------------------------------------------------------------------------|--------|----|
| Section 5: Regulations                                                                       |   | 12 |
| ARTICLE VII -  General Provisions                                                            |   | 12 |
| Section 1: Dividends                                                                         |   | 12 |
| Section 2: Seal                                                                              |   | 13 |
| Section 3: Fiscal Year                                                                       |   | 13 |
| Section 4: Checks, Etc.                                                                      |   | 13 |
| Section 5: General and Special Bank Accounts                                                 |   | 13 |
| Section 6: Proxies in Respect of Securities of Other  Corporations                           |   | 13 |
| ARTICLE VIII -  Indemnification of Directors, Officers, Employees and other Corporate Agents |   | 13 |
| Section 1: Action, Etc., Other than by or in the  Right of the Corporation                   |   | 13 |
| Section 2: Action, Etc., by or in the Right of the  Corporation                              |   | 14 |
| Section 3: Determination of Right of Indemnification                                         |   | 14 |
| Section 4: Indemnification Against Expenses of  Successful Party                             |   | 15 |
| Section 5: Advances or Expenses                                                              |   | 15 |
| Section 6: Right of Agent to Indemnification Upon  Application; Procedure Upon Application   |   | 15 |
| Section 7: Other Rights and Remedies                                                         |   | 15 |
| Section 8: Insurance                                                                         |   | 16 |
| Section 9: Constituent Corporations                                                          |   | 16 |
| Section 10: Other Enterprises, Fines, and Serving at  Corporation’s Request             |   | 16 |
| Section 11: Indemnification of Employees and Agents                                          |   | 16 |
| Section 12: Savings Clause                                                                   |   | 17 |
| ARTICLE IX -  Amendments                                                                     |   | 17 |

 

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# **BYLAWS**

# **OF**

# **COUNTRYWIDE CREDIT INDUSTRIES, INC.**

## **ARTICLE I**

## **Name and Location**

### **Section1:  Name**

The name of this corporation shall be Countrywide Credit Industries,Inc.

### **Section2:  Principal Offices**

Theprincipal executive office of the Corporation shall be located at 4500 ParkGranada, Calabasas, California 91302. The location may be changed by approval of the majority of theauthorized Directors.

### **Section3:  Other Offices**

The Corporation may also have offices at such other places within orwithout the State of Delaware, and in accordance with all applicable laws andregulations, as the Board of Directors may determine from time to time wherethe Corporation is qualified to do business or the business of the Corporationmay require.

## **ARTICLE II**

## **Meeting of Shareholders**

### **Section1:  Place of Meeting, Etc.**

### Allmeetings of the shareholders shall be held at such dates, times and placeswithin or without the State of Delaware as shall be determined by the Board ofDirectors, the Chairman of the Board or the Chief ExecutiveOfficer andas shall be stated in the notice of the meeting, or in a duly executed waiverof notice thereof, except as otherwise provided in these Bylaws.  If the place of any meeting is not so fixed,it shall be held at the principal executive office of the Corporation in theState of California.

### **Section2:  Annual Meeting**

The annual meeting of shareholders for the election of directors andthe transaction of such other business as may properly be brought before suchmeeting shall be held on the first Friday in July in each year, if not a legalholiday, and if a legal holiday, then on the next succeeding business day or onsuch date and at such time as may be designated by the Board of Directors.

### **Section3:  Special Meeting**

Special meetings of the shareholders, for any purpose or purposes, maybe called by the Chairman of the Board or the Chief Executive Officer and shallbe called by the 

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Chief Executive Officer or the Secretary upon the written request of amajority of the directors.  Such requestshall state the purpose or purposes of the proposed meeting.  At such meetings the only business which maybe transacted is that relating to the purpose or purposes set forth in thenotice thereof.

### **Section4:  Notice of Meetings**

Except as otherwise required or permitted by law, whenever theshareholders are required or permitted to take any action at a meeting, writtennotice thereof shall be given, stating the place, date and time of the meetingand, unless it is the annual meeting, by or at whose direction it is beingissued.  Notice of a special meetingshall also state the purpose or purposes for which the meeting is called.  A copy of the notice of any meeting shall bedelivered personally or shall be mailed to each shareholder of record entitledto vote at such meeting, not less than ten (10) nor more than sixty (60) daysbefore the date of such meeting.  Ifmailed, the notice shall be given when deposited in the United States mail,postage prepaid and shall be directed to each shareholder at his address as itappears on the record of shareholders, unless he shall have filed with theSecretary of the Corporation a written request that notices to him be mailed tosome other address, in which case it shall be directed to him at such otheraddress.  Notice of any meeting ofshareholders shall not be required to be given to any shareholder who shallattend such meeting in person or by proxy and shall not protest, prior to theconclusion of such meeting, the lack of notice thereof, or who shall submit,either before or after the meeting, a signed waiver of notice, in person or byproxy.  Unless the Board shall fix a newrecord date for an adjourned meeting or the adjournment is for more than thirtydays, notice of such adjourned meeting need not be given if the place, date andtime to which the meeting shall be adjourned is announced at the meeting atwhich the adjournment is taken.

### **Section5:  Quorum**

At all meetings of shareholders, the holders of a majority of theshares of the Corporation issued and outstanding and entitled to vote thereatshall be present in person or by proxy in order to constitute a quorum for thetransaction of business, except as otherwise provided by law or by theCertificate of Incorporation of the Corporation.  In the absence of a quorum, the shareholderspresent in person or by proxy and entitled to vote thereat if a quorum had beenpresent may adjourn the meeting.

### **Section6:  Voting**

Except as otherwise provided by the Certificate of Incorporation of theCorporation, at any meeting of the shareholders every shareholder of recordhaving the right to vote thereat shall be entitled to one vote for every shareof stock standing in his name as of the record date and entitling him to sovote.  A shareholder may vote in personor by proxy.  Except as otherwiseprovided or permitted by law, and except as otherwise provided by theCertificate of Incorporation of the Corporation and by these Bylaws, anycorporate action to be taken by a vote of the shareholders shall be authorizedby a majority of the votes cast at a meeting by the shareholders present inperson or by proxy and entitled to vote thereon.

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### **Section7:  Proxies**

Every proxy shall be executed in writing by the shareholder, or by hisattorney-in-fact, and shall be valid until the expiration of three (3) yearsfrom the date thereof, unless otherwise provided in the proxy.   Every proxy shall be revocable at thepleasure of the shareholder executing it, unless it otherwise states that it isirrevocable and is coupled with an interest, or except as otherwise provided bylaw.

### **Section8:  Listing of Shareholders**

A list of shareholders entitled to vote at any meeting of shareholdersshall be prepared by the officer of the Corporation in charge of the stockledger at least ten days prior to such meeting, which list shall be open toexamination by any shareholder for any purpose germane to the meeting, duringordinary business hours, for ten days prior to the meeting and, in addition,shall be produced at such meeting of the shareholders and may be inspected byany shareholder who is present thereat.

### **Section9:  Inspectors**

The Board, in advance of any meeting of shareholders, may appoint oneor more inspectors to act at such meeting or any adjournment thereof.  If inspectors are not appointed or if any ofthem shall fail to appear or act, the Chairman of the meeting may, and on therequest of any shareholder entitled to vote thereat shall, appoint one or moreinspectors.  Each inspector, beforeentering upon the discharge of his duties, shall take and sign an oathfaithfully to execute the duties of inspector at such meeting with strictimpartiality and according to the best of his ability.

### **Section10:  Conduct of Meetings**

At each meeting of the shareholders, the Chairman of the Board or, inhis absence, the Vice Chairman of the Board or, in his absence, the ChiefExecutiveOfficer or, in his absence, the President or, in his absence, one of theExecutive Vice Presidents, in order of seniority, or in their absence, one ofthe Senior Managing Directors, in order of seniority, or in their absence, oneof the Managing Directors, in order of seniority, shall act as Chairman of themeeting.  The Secretary or, in hisabsence, any person appointed by the Chairman of the meeting shall act asSecretary of the meeting and keep the minutes thereof.  The order of business at all meetings of theshareholders shall be as determined by the Chairman of the meeting.

### **Section11:  Exclusive Means of ShareholderAction**

Any action required or permitted to be taken by the shareholders shallbe taken at an annual or special meeting of the shareholders.  No action may be taken by shareholders bywritten consent.

### **Section12:  Nomination of Directors**

Nominations of candidates for election asdirectors at any annual meeting of shareholders may be made (i) by, or at thedirection of, a majority of the Board of Directors or (ii) by any shareholderof record entitled to vote at such annual meeting.  

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Only persons nominated in accordance withprocedures set forth in this Section 12 shall be eligible for election asdirectors at an annual meeting.

Nominations other than those made by, or at the direction of, amajority of the Board of Directors shall be made pursuant to timely notice inwriting to the Secretary of the Corporation as set forth in this Section12.  To be timely, a shareholder’s noticeshall be delivered to, or mailed and received at, the principal executiveoffices of the Corporation not less than sixty (60) days nor more than ninety(90) days prior to the date of the scheduled annual meeting, regardless ofpostponements, deferrals, or adjournments of that meeting to a later date;provided, however, that if less than seventy (70) days’ notice or prior publicdisclosure of the date of the scheduled annual meeting is given or made, noticeby the shareholder to be timely must be so delivered or received not later thanthe close of business on the tenth (10th) day following the earlier of the dayon which such notice of the date of the scheduled Annual meeting was mailed orthe day on which such public disclosure was made.  Such shareholder’s notice shall set forth (i)as to each person whom the shareholder proposes to nominate for election as adirector (a) the name, age, business address and residence address of suchperson, (b) the principal occupation or employment of such person, (c) theclass and number of shares of the Corporation’s equity securities which areBeneficially Owned (as defined below) by such person on the date of suchshareholder notice and (d) any other information relating to such person thatwould be required to be disclosed pursuant to Regulation 13D under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), in connectionwith the acquisition of shares, and pursuant to Regulation 14A under the ExchangeAct, in connection with the solicitation of proxies with respect to nomineesfor election as directors, regardless of whether such person is subject to theprovisions of such regulations, including, but not limited to, informationrequired to be disclosed by Items 4(b) and 6 of Schedule A of Regulation 14Aand information which would be required to be filed on Schedule B of Regulation14A with the Securities and Exchange Commission (as such Items and Schedulesare in effect on the date hereof and such additional information required bythose provisions or successor provisions adopted after the date hereof); and(ii) as to the shareholder giving the notice (a) the name and address, as theyappear on the Corporation’s books, of such shareholder and any othershareholder who is a record or Beneficial Owner of any equity securities of theCorporation and who is known by such shareholder to be supporting suchnominee(s) and (b) the class and number of shares of the Corporation’s equitysecurities which are Beneficially Owned and owned of record by such shareholderon the date of such shareholder notice and the number of shares of theCorporation’s equity securities Beneficially Owned and owned of record by anyperson known by such shareholder to be supporting such nominee(s) on the dateof such shareholder notice.  At therequest of a majority of the Board of Directors any person nominated by, or atthe direction of, the Board of Directors for election as a director at anannual meeting shall furnish to the Secretary of the Corporation thatinformation which pertains to the nominee. Ballots bearing the names of all the persons who have been nominated forelection as directors at an annual meeting in accordance with the proceduresset forth in this Section 12 shall be provided for use at the annual meeting.

A majority of the directors may reject any nomination by a shareholdernot timely made in accordance with the requirements of this Section 12.  If a majority of the directors determinesthat the information provided in a shareholder’s notice does not satisfy theinformational requirements of this Section 12 in any material respect, theSecretary of 

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the Corporation shall promptly notify such shareholder of thedeficiency in the notice.  Theshareholder shall have an opportunity to cure the deficiency by providingadditional information to the Secretary within such period of time, not toexceed five (5) days, from the date such deficiency notice is given to theshareholder, as a majority of the directors shall reasonably determine.  If the deficiency is not cured within suchperiod, or if a majority of the directors reasonably determines that theadditional information provided by the shareholder, together with the informationpreviously provided, does not satisfy the requirements of this Section 12 inany material respect, then a majority of the directors may reject suchshareholder’s nomination.  The Secretaryof the Corporation shall notify a shareholder in writing whether his nominationhas been made in accordance with the time and informational requirements ofthis Section 12.  Notwithstanding theprocedure set forth in this Section 12, if the majority of the directors doesnot make a determination as to the validity of any nominations by ashareholder, the presiding officer of the annual meeting shall determine anddeclare at the annual meeting whether a nomination was not made in accordancewith the terms of this Section 12.  Ifthe presiding officer determines that a nomination was not made in accordancewith the terms of this Section 12, he shall so declare at the annual meetingand the defective nomination shall be disregarded.

For purposes of this Section 12 and Section 13, a person shall beconsidered the “Beneficial Owner” of any security (whether or not owned ofrecord):

(a)                                  with respect to which such person or anyaffiliate or associate (as those terms are defined under Rule 12b-2 of theGeneral Rules and Regulations under the Exchange Act) of such person directlyor indirectly has or shares (i) voting power, including the power to vote or todirect the voting of such securities and/or (ii) investment power, includingthe power to dispose of or to direct the disposition of such security;

(b)                                 which such person or any affiliate orassociate of such person has (i) the right or obligation to acquire (whethersuch right or obligation is exercisable immediately or only after the passageof time) pursuant to any agreement, arrangement or understanding (whether ornot in writing) or upon the exercise of conversion rights, exchange rights,warrants or options, or otherwise, and/or (ii) the right to vote pursuant toany agreement, arrangement or understanding (whether or not in writing andwhether or not such right is exercisable immediately or only after the passageof time); or

(c)                                  which is Beneficially Owned within themeaning of (a) or (b) of this paragraph by any other person with which suchfirst-mentioned person or any of its affiliates or associates has anyagreement, arrangement or understanding (whether or not in writing), withrespect to (x) acquiring, holding, voting or disposing of such security or anysecurity convertible into or exchangeable or exercisable for such security, or(y) acquiring, holding or disposing of all or substantially all of the assetsor businesses of the Corporation or a subsidiary of the Corporation.

### **Section13:  New Business**

At an annual meeting of shareholders, only such new business shall beconducted, and only such proposals shall be acted upon, as shall have beenbrought before the annual 

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meeting (a) by, or at the direction of, the majority of the Board ofDirectors or (b) by any shareholder of the Corporation who complies with thenotice procedures set forth in this Section 13, subject to Regulation 14A ofthe federal securities laws (17 C.F.R. 240.14a-1 - 240.14a-14) or any successorregulation (the “Proxy Rules”).  For aproposal to be properly brought before an annual meeting by a shareholder, theshareholder must have given timely notice thereof in writing to the Secretaryof the Corporation.  To be timely, ashareholder’s notice must be delivered to, or mailed and received at, theprincipal executive offices of the Corporation not less than one hundred twenty(120) days in advance of the date of the proxy statement sent to shareholdersin connection with the prior year’s annual meeting, except if no annual meetingwas held in the prior year or the date of the annual meeting has been changedby more than 30 calendar days from the date contemplated at the time of theprior year’s proxy statement, a proposal must be received by the Corporation areasonable time before the annual meeting proxy solicitation is made.  A shareholder’s notice to the Secretary shallset forth as to the matter the shareholder proposes to bring before the annualmeeting (a) a brief description of the proposal desired to be brought beforethe annual meeting and the reasons for conducting such business at the annualmeeting, (b) the name and address of the shareholder proposing such businessand any other shareholder who is the record or Beneficial Owner of any equitysecurity of the Corporation known by such shareholder to be supporting suchproposal, (c) the class, number of shares and date acquired of the Corporation’sequity securities which are Beneficially Owned and owned of record by theshareholder giving the notice on the date of such shareholder notice, togetherwith documentary support for any claim of beneficial ownership, and by anyother record or Beneficial Owners of the Corporation’s equity securities knownby such shareholder to be supporting such proposal on the date of suchshareholder notice, and (d) any financial or other interest of the shareholderin such proposal.  A shareholder may onlysubmit one proposal.  If the shareholderwants the proxy statement to contain a statement in support of the proposal,the supporting statement, which together with the proposal shall not exceed 500words, shall be furnished to the Corporation with the shareholder’s notice.

A majority of the directors may reject any shareholder proposal nottimely made in accordance with the terms of this Section 13 or as otherwisepermitted by the Proxy Rules.  Notice tothe shareholder of the status of a shareholder proposal will be given inaccordance with the Proxy Rules.

## **ARTICLE III**

## **Board of Directors**

### **Section1:  Number of Board Members**

The number of directors of the Corporation, which shall constitute theentire Board of Directors, shall not be less than three (3) nor more thanfifteen (15) and shall be fixed from time to time by vote of a majority of theentire Board, but until the entire Board shall so fix the number, the number ofdirectors which shall constitute the entire Board shall be three.

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### **Section2:  Classification of Board**

The Board of Directors shall be divided into three classes, designatedClass I, Class II and Class III, such classes to be as nearly equal in numberas possible.  At the annual meeting ofshareholders in 1987, directors of Class I shall be elected to hold office fora term expiring at the first succeeding annual meeting, directors of Class IIshall be elected to hold office for a term expiring at the second succeedingannual meeting, and directors of Class III shall be elected to hold office fora term expiring at the third succeeding annual meeting.  Thereafter at each annual meeting ofshareholders, directors shall be chosen for a term of three years to succeedthose whose terms then expire, and subject to his earlier death, resignation orremoval as provided in the Certificate of Incorporation or this Article, shallhold office until the third following annual meeting of shareholders and untilthe election of their respective successors. The persons receiving a plurality of the vote cast at each election fordirectors shall be so elected.

### **Section3:  Removal**

Any director may be removed from office only for cause and only by theaffirmative vote of the holders of two-thirds (66-2/3%) of the voting power ofthe outstanding shares of Common Stock.

### **Section4:  Resignations**

Any director may resign at any time by giving written notice of hisresignation to the Chairman of the Board, the Chief Executive Officer, thePresident or the Board.  Any suchresignation shall take effect at the time specified therein or if the time whenit shall become effective shall not be specified therein, immediately upon itsreceipt, and, unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.

### **Section5:  Vacancies**

Any vacancy on the Board of Directors, whether arising through death,resignation or removal of a director or through an increase in the number ofdirectors of any class, shall be filled by a majority vote of all the remainingdirectors, though less than a quorum. The term of office of any director elected to fill such a vacancy shallexpire at the expiration of the term of office of directors of the class towhich such director was elected.

### **Section6:  Place of Meetings**

All meetings of the Board shall be held at the principal executiveoffice of the Corporation in the State of California or at such other place, asthe Board may designate from time to time.

### **Section7:  Annual Meeting**

The first meeting of each newly elected Board shall be held immediatelyafter the shareholders’ annual meeting.  Notice of such Board meeting shall not benecessary in 

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order to constitute the meeting, provided a quorum shall bepresent.  In the event that such meetingdoes not take place, the meeting may be held at any other time and place asshall be specified in a notice thereof given as hereinafter provided in Section10 of this Article III, or as shall be specified in a duly executed waiver ofnotice thereof.

### **Section8:  Regular Meetings**

Regular meetings of the Board shall be held on such dates and at suchplace and time as the Board may fix. Notice of regular meetings need not be given, except as otherwiserequired by law.

### **Section9:  Special Meeting**

Special meetings of the Board may be called by the Chairman of theBoard, the Vice Chairman of the Board, the Chief Executive Officer or thePresident and shall be called by the Chief Executive Officer or the Secretaryupon the written request of a majority of the directors.  Such request shall state the purpose orpurposes of the meeting.

### **Section10:  Notice of Meeting**

Notice of each special meeting of the Board (and of each regularmeeting for which notice shall be required) shall be given by the Secretary oran Assistant Secretary and shall state the place, date and time of the meeting.  Notice of each such meeting either shall begiven orally or shall be mailed to each director at his residence or usualplace of business.  If notice of lessthan one week is given, it shall be oral, whether by telephone or personaldelivery, or sent by special delivery mail or telegraph.  If mailed, the notice shall be given whendeposited in the United States mail, postage prepaid.  Notice of any meeting need not be given toany director who shall submit, either before or after the meeting, a signedwaiver of notice or who shall attend such meeting without protesting, prior toor at its commencement, the lack of notice to him.  Notice of any adjourned meeting, includingthe place, date and time of the new meeting, shall be given to all directorsnot present at the time of the adjournment, as well as to the other directorsunless the place, date and time of the new meeting is announced at theadjourned meeting.

### **Section11:  Quorum**

At all meetings of the Board, a majority of the entire Board shallconstitute a quorum for the transaction of business, and the vote of a majorityof the directors present at the time of the vote, if a quorum is present, shallbe the act of the Board, except as otherwise provided by law.  A majority of the directors present, whetheror not a quorum is present, may adjourn any meeting to another place, date andtime.

### **Section12:  Conduct of Meetings**

At each meeting of the Board, the Chairman of the Board or, in hisabsence, the Vice Chairman of the Board or, in his absence, the ChiefExecutiveOfficer or, in his absence, the President or, in his absence, another chosen bya majority of the directors present shall act as Chairman of the meeting.  The Secretary or, in his absence, any personappointed by the Chairman of the meeting shall act as Secretary of the meetingand 

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keep the minutes thereof.  Theorder of business at all meetings of the Board shall be as determined by theChairman of the meeting.

## **ARTICLE IV**

## **Committee of the Board**

**Section 1:  General**

The Board of Directors may, by resolution dulyadopted by a majority of the authorized number of Directors, designate one ormore committees, each consisting of one or more Directors and with such powersas it may designate, consistent with the Certificate of Incorporation, theseBylaws, and Delaware law.  The appointmentof Directors as alternate members of a committee requires the vote of amajority of the authorized number of the Board. Such committees (including the members thereof) shall serve at thepleasure of the Board.

### **Section2:  Authority of Committees; Duties ofDirectors**

Each such committee, to the extent provided in theresolution establishing it, shall have and may exercise all the authority ofthe Board with respect to all matters, except as otherwise provided bylaw.  The designation of any committeeand the delegation of authority thereto shall not alone relieve any director ofhis duty to the Corporation.

## **ARTICLE V**

## **Officers**

### **Section1:  Executive Officers, Etc.**

The executive officers of the Corporation shall be a Chairman of theBoard, a Vice Chairman of the Board, a Chief Executive Officer, a President,one or more Executive Vice Presidents, one or more Senior Managing Directors,one or more Managing Directors, one or more Senior Vice Presidents, one or moreVice Presidents, a Secretary and a Treasurer. The Board may also elect or appoint such other officers as it deemsnecessary or desirable for the conduct of the business of the Corporation.  Any two or more offices may be held by thesame person, except the offices of Chief Executive Officer and Secretary.

### **Section2:  Duties**

(a)                                  The Chairman of the Board:  The Chairman of the Board of Directors shallpreside at all meetings of the shareholders and directors and shall have suchother powers and duties as may be assigned by the Board from time to time.

(b)                                 The Vice Chairman of the Board:  The Vice Chairman of the Board shall perform,in the absence or disability of the Chairman of the Board, the duties andexercise the powers of the Chairman of the Board and shall generally assist theChairman of the Board and perform such other duties as the Board of Directorsor the Chairman of the Board shall prescribe.

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(c)                                  The Chief Executive Officer:  The Chief Executive Officer shallhavegeneral and active management and control of the businessand affairs ofthe Corporation, subject to the control of the Board ofDirectors, shallbe ex officio a member of all standing committees,and shall see thatall orders and resolutions of the Board arecarried into effect.

(d)                                 The President:  The President shall participate with theChiefExecutive Officer in determining the Corporation’s strategicdirection,shall perform, in the absence or disability of the ChiefExecutiveOfficer, the duties and exercise the powers of the ChiefExecutiveOfficer, and shall perform such other duties as the Boardof Directorsshall prescribe.

(e)                                  Executive Vice Presidents:  The Executive Vice President or, if there bemore than one, the Executive Vice Presidents, in order of their seniority or inany other order determined by the Board, shall perform, in the absence ordisability of the President, the duties and exercise the powers of the Presidentand shall generally assist the President and perform such other duties as theBoard of Directors or the Chief Executive Officer shall prescribe.

(f)                                    Senior Managing Directors:  The Senior Managing Director, or if there bemore than one, the Senior Managing Directors, in order of their seniority or inany other order determined by the Board, shall perform, in the absence ordisability of the Executive Vice President or, if there be more than one, inthe absence or disability of all Executive Vice Presidents, the duties andexercise the powers of the Executive Vice President and shall perform suchother duties as the Board of Directors or the Chief ExecutiveOfficershall prescribe.

(g)                                 Managing Directors:  The Managing Director or, if there be morethan one, the Managing Directors, in order of their seniority or in any otherorder determined by the Board, shall generally assist the Senior ManagingDirector, or if there be more than one, the Senior Managing Directors, andperform such other duties as the Board of Directors or the Chief ExecutiveOfficer shall prescribe.

(h)                                 Senior Vice Presidents:  The Senior Vice President or, if there bemore than one, the Senior Vice Presidents, in order of their seniority or inany other order determined by the Board, shall perform such duties as the Boardof Directors or the ChiefExecutive Officer shall prescribe.

(i)                                     Vice Presidents:  The Vice President or, if there be more thanone, the Vice Presidents, in order of their seniority or in any other orderdetermined by the Board, shall perform such duties as the Board of Directors orthe Chief Executive Officer shall prescribe.

(j)                                     The Secretary:  The Secretary shall attend all meetings ofthe Board and all meetings of the shareholders and shall record all votes andthe minutes of all proceedings in books to be kept for that purpose and shallperform like duties for the standing committees when required.  Except as otherwise provided by these Bylawsor as directed by the Board, he shall give, or cause to be given, notice of allmeetings of the shareholders and special meetings of the Board of Directors andshall perform such other duties as may be prescribed by the Board of 

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Directors or the ChiefExecutiveOfficer.  He shall keep in safe custodythe seal of the Corporation and, when authorized by the Board, he shall affixthe same to any corporate instrument and, when so affixed, it shall be attestedby his signature or by the signature of the Treasurer or an Assistant Secretaryor Assistant Treasurer.  He shall keep insafe custody such books and records as the Board may direct and shall performall other duties incident to the office of Secretary, or as may be prescribedby the Board of Directors or the Chief Executive Officer.

(k)                                  The Treasurer:  The Treasurer shall have the care and custodyof the corporate funds, he shall keep full and accurate accounts of receiptsand disbursements in books belonging to the Corporation, and he shall performall other duties incident to the office of Treasurer, or as may be prescribed bythe Board of Directors or the Chief Executive Officer.

### **Section3:  Election; Removal**

Each officer shall be elected or appointed by the Board and shall holdoffice for such terms as may be prescribed by the Board.  Any officer may be removed with or withoutcause at any time by the Board.

### **Section4:  Resignations**

Any officer may resign at any time by givingwritten notice of his resignation to the Chairman of the Board, the ChiefExecutive Officer, the President or the Board. Any such resignation shall take effect at the time specified therein or,if the time when it shall become effective shall not be specified therein,immediately upon its receipt, and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

### **Section5:  Vacancies**

If an office becomes vacant for any reason, the Board shall fill suchvacancy, and each officer so elected by the Board shall serve for such term asmay be prescribed by the Board.

**ARTICLE VI**

**ProvisionRelating to Stock Certificates and Shareholders**

### **Section1:  Certificates**

Certificates for the Corporation’s capital stock shall be in such formas required by law and as approved by the Board.  Each such certificate shall be signed in thename of the Corporation by the Chairman of the Board or the Vice Chairman ofthe Board or the Chief Executive Officer or the President or any Executive VicePresident or any Senior Managing Director or any Managing Director and by theSecretary or the Treasurer or any Assistant Secretary or any AssistantTreasurer, and shall bear the seal of the Corporation or a facsimilethereof.  If any such certificate iscountersigned by a transfer agent, or registered by a registrar, other than theCorporation itself or its employees, the signature of any such officer may be afacsimile signature.  In case of anyofficer who 

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shall have signed or whose facsimile signature was placed on any suchcertificate shall have ceased to be such officer before such certificate shallbe issued, it may nevertheless be issued by the Corporation with the sameeffect as if he were such officer at the date of issue.

### **Section2:  Lost Certificates, Etc.**

The Corporation may issue a new certificate for shares in place of anycertificate theretofore issued by it, alleged to have been lost, mutilated,stolen or destroyed, and the Board may require the owner of such lost,mutilated, stolen or destroyed certificate, or his legal representatives, tomake an affidavit of that fact and/or to give the Corporation a bond in suchsum as it may direct as indemnity against any claim that may be made againstthe Corporation on account of the alleged loss, mutilation, theft ordestruction of any such certificate or the issuance of any such newcertificate.

### **Section3:  Transfer of Shares**

Transfers of shares shall be registered on the books of the Corporationmaintained for that purpose upon presentation of stock certificatesappropriately endorsed or accompanied by proper evidence of succession,assignment or authority to transfer.

### **Section 4:  Record Date**

For the purpose of determining the shareholdersentitled to notice of, or to vote at, any meeting of shareholders or anyadjournment thereof, or for the purpose of determining shareholders entitled toreceive payment of any dividend or the allotment of any rights, or for thepurpose of any other action, the Board may fix, in advance, a record date.  Such date shall not be more than sixty (60)nor less than ten (10) days before the date of any such meeting, nor more thansixty (60) days prior to any other action.

### **Section5:  Regulations**

Except as otherwise provided by law, the Board may make such additionalrules and regulations, not inconsistent with these Bylaws, as it may deemexpedient, concerning the issue, transfer and registration certificates for thesecurities of the Corporation.  The Boardmay appoint, or authorize any officer or officers to appoint, one or moretransfer agents and one or more registrars and may require all certificates forshares of capital stock to bear the signature or signatures of any of them.

## **ARTICLE VII**

## **General Provisions**

### **Section1:  Dividends**

The Board shall have full power and discretion, subject to theprovisions of the Certificate of Incorporation of the Corporation or the termsof any other corporate document, to determine what, if any, dividends shall bedeclared and paid or distributed.

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### **Section2:  Seal**

The Corporation’s seal shall be in such form as is required by law andas shall be approved by the Board.

### **Section3:  Fiscal Year**

The fiscal year of the Corporation shall be fixed by resolution of theBoard.

### **Section4:  Checks, Etc.**

All checks or demands for money and notes or other instrumentsevidencing indebtedness or obligations of the Corporation shall be signed inthe name and on behalf of the Corporation by such officer or officers or suchother person or persons as the Board may designate from time to time.

### **Section5:  General and Special Bank Accounts**

The Board may authorize from time to time the opening and keeping ofgeneral and special bank accounts with such banks, trust companies or otherdepositories as the Board may designate or as may be designated by any officeror officers of the Corporation to whom such power of designation may bedelegated by the Board from time to time. The Board may make such special rules and regulations with respect tosuch bank accounts, not inconsistent with the provisions of these Bylaws, as itmay deem expedient.

### **Section6:  Proxies in Respect of Securitiesof Other Corporations**

Unless otherwise provided by resolution adopted by the Board ofDirectors, the Chairman of the Board, the Vice Chairman of the Board, the ChiefExecutive Officer, the President, an Executive Vice President, a SeniorManaging Director, or a Managing Director may from time to time appoint an attorneyor attorneys or agent or agents, of the Corporation, in the name and on behalfof the Corporation to cast the votes which the Corporation may be entitled tocast as the holder of stock or other securities in any other corporation any ofwhose stock or other securities may be held by the Corporation, at meetings ofthe holders of the stock or other securities of such other corporation, or toconsent in writing, in the name of the Corporation as such holder, to anyaction by such other corporation, and may instruct the person or persons soappointed as to the manner of casting such votes or giving such consents, andmay execute or cause to be executed in the name and on behalf of theCorporation and under its corporate seal, or otherwise, all such writtenproxies or other instruments as he may deem necessary or proper in thepremises.

## **ARTICLE VIII**

## **Indemnification of Directors, Officers, Employees andother Corporate Agents**

### **Section1:  Action, Etc., Other than by or inthe Right of the Corporation**

The Corporation shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action,suit or proceeding or 

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investigation, whether civil, criminal or administrative, and whetherexternal or internal to the Corporation (other than a judicial action or suitbrought by or in the right of the Corporation) by reason of the fact that he isor was a director or officer of the Corporation, or is or was serving at therequest of the Corporation as a director or officer or trustee of anothercorporation, partnership, joint venture, trust or other enterprise (all suchpersons being referred to hereinafter as an “Agent”), against expenses(including attorneys’ fees) judgments, fines and amounts paid in settlementactually and reasonably incurred by him in connection with such action, suit orproceeding if he acted in good faith and in a manner he reasonably believed tobe in or not opposed to the best interests of the Corporation, and with respectto any criminal action or proceeding, had no reasonable cause to believe hisconduct was unlawful.  The termination ofany action, suit or proceeding by judgment, order, settlement, conviction, orupon a plea of nolo contendere or its equivalent, shall not, of itself, createa presumption that the person did not act in good faith and in a manner whichhe reasonably believed to be in or not opposed to the best interests of theCorporation, and, with respect to any criminal action or proceeding, that hehad reasonable cause to believe that his conduct was unlawful.

### **Section2:  Action, Etc., by or in the Rightof the Corporation**

The Corporation shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed judicial actionor suit brought by or in the right of the Corporation to procure a judgment inits favor by reason of the fact that he is or was an Agent against expenses(including attorney’s fees) actually and reasonably incurred by him inconnection with the defense or settlement of such action suit if he acted ingood faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation, except that no indemnification shall bemade in respect of any claim, issue or matter as to which such person shallhave been adjudged to be liable to the Corporation unless and only to theextent that the Court of Chancery or the court in which such action or suit wasbrought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expenses which the Courtof Chancery or other such court shall deem proper.

### **Section3:  Determination of Right ofIndemnification**

Anyindemnification under Sections 1 or 2 of this Article VIII (unless ordered by acourt) shall be made by the Corporation unless a determination is reasonablyand promptly made (i) by the Board of Directors by a majority vote of a quorumconsisting of directors who were not parties to such action, suit orproceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,if a quorum of disinterested directors so directs, by independent legal counselin a written opinion, or (iii) by the stockholders, that such person acted inbad faith and in a manner that such person did not believe to be in or notopposed to the best interests of the Corporation, or, with respect to anycriminal proceeding, that such person believed or had reasonable cause tobelieve that his conduct was unlawful.

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### **Section4:  Indemnification Against Expensesof Successful Party**

Notwithstanding the other provisions of this Article VIII, to theextent that an Agent has been successful on the merits or otherwise, includingthe dismissal of an action without prejudice or the settlement of an actionwithout admission of liability, in defense of any proceeding or in defense ofany claim, issue or matter therein, such Agent shall be indemnified against allexpenses incurred in connection therewith.

### **Section5:  Advances or Expenses**

Except as limited by Section 6 of this Article VIII, expenses incurredin any action, suit, proceeding or investigation shall be paid by theCorporation in advance of the final disposition of such matter if the Agentshall undertake to repay such amount in the event that it is ultimatelydetermined, as provided herein, that such person is not entitled toindemnification.  Notwithstanding theforegoing, no advance shall be made by the Corporation if a determination isreasonably and promptly made by the Board of Directors by a majority vote of aquorum of disinterested directors, or (if such a quorum is not obtainable or,even if obtainable, a quorum of disinterested directors so directs) byindependent legal counsel in a written opinion, that, based upon the factsknown to the Board of Directors or counsel at the time such determination ismade, such person acted in bad faith and in a matter that such person did notbelieve to be in or not opposed to the best interest of the Corporation, or,with respect to any criminal proceeding, that such person believed or hadreasonable cause to believe his conduct was unlawful.  In no event shall any advance be made ininstances where the Board of Directors or independent legal counsel reasonablydetermines that such person deliberately breached his duty to the Corporationor its stockholders.

### **Section6:  Right of Agent to IndemnificationUpon Application; Procedure Upon Application**

Any indemnification or advance under this Article VIII shall be madepromptly, and in any event within ninety days, upon the written request of theAgent, unless, a determination is reasonably and promptly made by the Board ofDirectors by a majority vote of a quorum of disinterested directors that suchAgent acted in a manner set forth in this Article VIII as to justify theCorporation’s not indemnifying or making an advance to the Agent.  In the event no quorum of disinteresteddirectors is obtainable, the Board of Directors shall promptly direct thatindependent legal counsel shall decide whether the Agent acted in the mannerset forth in this Article VIII as to justify the Corporation’s not indemnifyingor making an advance to the Agent.  Theright to indemnification or advances as granted by this Article VIII shall beenforceable by the Agent in any court of competent jurisdiction, if the Boardof Directors or independent legal counsel denies the claim, in the whole or inpart, or if no disposition of such claim is made within ninety days.  The Agent’s expenses incurred in connectionwith successfully establishing his right to indemnification, in whole or inpart, in any such proceeding shall also be indemnified by the Corporation.

**Section 7:  Other Rights andRemedies**

The indemnification provided by this Article VIII shall not be deemedexclusive of any other rights to which an Agent seeking indemnification may beentitled under any 

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Bylaws, agreement, vote of stockholders or disinterested directors orotherwise, both as to action in his official capacity and as to action inanother capacity while holding such office, and shall continue as to a personwho has ceased to be an Agent and shall inure to the benefit of the heirs,executors and administrators of such a person. All rights to indemnification under this Article shall be deemed to beprovided by a contract between the Corporation and the Agent who serves in suchcapacity at any time while these Bylaws and other relevant provisions of thegeneral corporation law and other applicable law, if any, are in effect.  Any repeal or modification thereof shall notaffect any rights or obligations then existing. The execution of any other written contract for indemnification betweenthe Agent and the Corporation shall in no way limit the rights of the Agentunder this Article.

### **Section8:  Insurance**

Upon resolution passed by the Board of Directors, the Corporation maypurchase and maintain insurance on behalf of any person who is or was an Agentagainst any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the Corporationwould have the power to indemnify him against such liability under theprovisions of this Article VIII.

### **Section9:  Constituent Corporations**

For the purposes of this Article VIII, references to “the Corporation”include all constituent corporations absorbed in a consolidation or merger aswell as the resulting or surviving corporation, so that any person who is orwas a director, officer, employee, trustee or agent of such a constituentcorporation or is or was serving at the request of such constituent corporationas a director, officer, employee, trustee or agent of another corporation,partnership, joint venture, trust or other enterprise shall stand in the sameposition under the provisions of this Article with respect to the resulting orsurviving corporation as he would if he had served the resulting or survivingcorporation in the same capacity.

### **Section10:  Other Enterprises, Fines, andServing at Corporation’s Request**

For purposes of this Article VIII, references to“other enterprises” in Sections 1 and 9 shall include employee benefit plans;references to “fines” shall include any excise taxes assessed on a person withrespect to any employee benefit plan; and references to “serving at the requestof the Corporation” shall include any service as a director, officer, employee,trustee or agent of the Corporation which imposes duties on, or involvesservices by, such director, officer, employee, trustee or agent with respect toany employee benefit plan, its participants, or beneficiaries; and a person whoacted in good faith and in a manner he reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit plan shallbe deemed to have acted in a manner “not opposed to the best interests of theCorporation” as referred to in this Article VIII.

**Section 11:  Indemnificationof Employees and Agents**

As determined by the Board of Directors, the Corporation may indemnifyand advance expenses to an employee or agent of the Corporation to the same ora lesser extent that it shall indemnify officers and directors under thisArticle VIII.

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### **Section12:  Savings Clause**

If this Article VIII, or any portion thereof, shall be invalidated onany ground by any court of competent jurisdiction, then the Corporation shallnevertheless indemnify each Agent as to expenses (including attorneys’ fees),judgments, fines and amounts paid in settlement with respect to any action,suit, proceeding or investigation, whether civil, criminal or administrative,and whether internal or external, including a grand jury proceeding or anaction or suit brought by or in the right of the Corporation, to the fullextent permitted by any applicable portion of this Article VIII that shall nothave been invalidated, or by any other applicable law.

## **ARTICLE IX**

## **Amendments**

The Board shall have the power to amend, repeal or adopt bylaws by themajority vote of the directors present at any regular or special meeting of theBoard at which a quorum is present.  Anybylaw adopted by the Board may be amended or repealed at a shareholders’meeting by vote of the holders of at least two-thirds (66-2/3%) of the votingpower of all of the shares of capital stock of the Corporation then entitled tovote generally in the election of directors, voting together as a single class,unless (a) two-thirds of the entire Board and (b) a majority of the ContinuingDirectors (as specified by Article Eighth of the Certificate of Incorporationof the Corporation) declares such amendment or repeal to be advisable.

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**Countrywide Credit Industries, Inc.****Amendment to Bylaws**

## **Resolutionsof the Board of Directors, March 24, 2000:**

## **Amendmentof Bylaws to Insert Provision Regarding Postponement or Cancellation ofStockholder Meetings**

WHEREAS, this Board ofDirectors deems it to be in the best interests of Countrywide CreditIndustries, Inc. (the “Corporation”) to amend its bylaws as set forth below;

NOW THEREFORE, BE IT RESOLVED, That Article II,Section 4 of the Bylaws of the Corporation be and hereby is amended by adding anew sentence to the end of the Section, the section thereby reading in itsentirety as follows:

### **Section4:  Notice of Meetings**

Except as otherwise required orpermitted by law, whenever the shareholders are required or permitted to takeany action at a meeting, written notice thereof shall be given, stating theplace, date and time of the meeting and, unless it is the annual meeting, by orat whose direction it is being issued. Notice of a special meeting shall also state the purpose or purposes forwhich the meeting is called.  A copy ofthe notice of any meeting shall be delivered personally or shall be mailed toeach shareholder of record entitled to vote at such meeting, not less than ten(10) nor more than sixty (60) days before the date of such meeting.  If mailed, the notice shall be given whendeposited in the United States mail, postage prepaid and shall be directed toeach shareholder at his address as it appears on the record of shareholders,unless he shall have filed with the Secretary of the Corporation a writtenrequest that notices to him be mailed to some other address, in which case itshall be directed to him at such other address. Notice of any meeting of shareholders shall not be required to be givento any shareholder who shall attend such meeting in person or by proxy andshall not protest, prior to the conclusion of such meeting, the lack of noticethereof, or who shall submit, either before or after the meeting, a signedwaiver of notice, in person or by proxy. Unless the Board shall fix a new record date for an adjourned meeting orthe adjournment is for more than thirty days, notice of such adjourned meetingneed not be given if the place, date and time to which the meeting shall beadjourned is announced at the meeting at which the adjournment is taken.  Any previously scheduled meeting of thestockholders may be postponed, and (unless the Certificate of Incorporationotherwise provides) any special meeting of the stockholders may be canceled, byresolution of the Board upon public notice given prior to the date previouslyscheduled for such meeting of stockholders.

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**Countrywide Credit Industries, Inc.****Amendment to Bylaws**

## **Resolutionsof the Board of Directors, September 28, 2000:**

## **Amendmentto Bylaws**

WHEREAS, the Board deemsit to be in the best interests of the Corporation and its shareholders to allowshareholder actions to be voted electronically and telephonically.

NOW, THEREFORE, BE ITRESOLVED, That Section 7 of the Bylaws of the Corporation be, and hereby is,amended in its entirety to read as follows:

**Section7:  Proxies**

At all meetings of shareholders, a shareholder may vote in person or byproxy.  A shareholder may authorizeanother person or persons to act for him as proxy by the following means:

(a)                                  executing a written authorization signed bythe shareholder or his attorney-in-fact; or

(b)                                 transmitting or authorizing the transmissionof a telegram, facsimile, telephone call or other means of electronictransmission permitted by Delaware law.

Such proxy shall be filed with the Secretary of the Corporation orother person authorized to tabulate votes before or at the time of themeeting.  No proxy shall be voted oracted upon after three (3) years from its date, unless the proxy provides for alonger period.  Every proxy shall berevocable at the pleasure of the shareholder executing it, unless it otherwisestates that it is irrevocable and is coupled with an interest, or except asotherwise provided by law.  Any copy ofthe writing or transmission created may be substituted or used in lieu of theoriginal.

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**AMENDMENT TO BYLAWS OF****COUNTRYWIDEFINANCIAL CORPORATION****APRIL 18, 2007**

WHEREAS, the Board of Directors deems it to be inthe best interests of Countrywide Financial Corporation (the “Company”) toamend its Bylaws as set forth below.

NOW, THEREFORE, BE IT RESOLVED, that Article VIII ofthe Bylaws of the Company, be, and it hereby is, deleted in its entirety andreplaced in its entirety as follows:

## **ARTICLE VIII****Indemnificationof Directors, Officers, Employees and other Corporate Agents**

### **Section1:  Action, Etc., Other than by or inthe Right of the Corporation**

The Corporation shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action,suit or proceeding or investigation, whether civil, criminal or administrative,and whether external or internal to the Corporation (other than a judicialaction or suit brought by or in the right of the Corporation) by reason of thefact that he is or was a Director or officer of the Corporation, or is or wasserving at the request of the Corporation as a Director or officer or trusteeof another corporation, partnership, joint venture, trust or other enterprise(all such persons being referred to hereinafter as an “Agent”), againstexpenses (including attorneys’ fees) judgments, fines and amounts paid insettlement actually and reasonably incurred by him in connection with suchaction, suit or proceeding if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of theCorporation, and with respect to any criminal action or proceeding, had noreasonable cause to believe his conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the Corporation, and,with respect to any criminal action or proceeding, that he had reasonable causeto believe that his conduct was unlawful.

### **Section2:  Action, Etc., by or in the Rightof the Corporation**

The Corporation shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed judicialaction or suit brought by or in the right of the Corporation to procure ajudgment in its favor by reason of the fact that he is or was an Agent againstexpenses (including attorney’s fees) actually and reasonably incurred by him inconnection with the defense or settlement of such action suit if he acted ingood faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation, except that no indemnification shall bemade in respect of any claim, issue or matter as to which such person shallhave been adjudged to be liable to the Corporation unless and only to theextent that the Court of Chancery or the court in which such action or suit wasbrought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of 

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the case, such person is fairly and reasonably entitled to indemnityfor such expenses which the Court of Chancery or other such court shall deemproper.

### **Section3:  Indemnification Against Expensesof Successful Party**

Notwithstanding the other provisions of this Article VIII, to theextent that an Agent has been successful on the merits or otherwise, includingthe dismissal of an action without prejudice or the settlement of an actionwithout admission of liability, in defense of any proceeding or in defense ofany claim, issue or matter therein, such Agent shall be indemnified against allexpenses incurred in connection therewith.

### **Section4:  Advances of Expenses**

The right to indemnification contained in this Article VIII shallinclude the right to be paid by the Corporation the expense incurred indefending any such action, suit, proceeding or investigation for which suchright to indemnification is applicable in advance of its final disposition(hereinafter, an “advancement of expenses”); provided, however, that anadvancement of expenses incurred by an Agent shall be made only upon deliveryto the Corporation of an undertaking, by or on behalf of such Agent, to repayall amounts so advanced if it shall ultimately be determined by final judicialdecision from which there is no further right to appeal that such Agent is notentitled to be indemnified for such expenses under this Article VIII or otherwise.

### **Section5:  Right of Agent to IndemnificationUpon Application; Procedure Upon Application**

Any indemnification or advance under this Article VIII shall be madepromptly and in any event within ninety days, upon the written request of theAgent.  The right to indemnification oradvances as granted by this Article VIII shall be enforceable by the Agent inany court of competent jurisdiction, if the Board of Directors or independentlegal counsel denies the claim, in the whole or in part, or if no dispositionof such claim is made within ninety days. In any suit brought by an Agent to enforce his or her right toindemnification or to an advancement of expenses hereunder, or by theCorporation to recover an advancement of expenses pursuant to the terms of anundertaking, the Corporation must bear the burden of proof to show that theAgent is not entitled to indemnification or advancement of expenses.  The Agent’s expenses incurred in connectionwith successfully establishing his right to indemnification or advancement ofexpenses, in whole or in part, in any such proceeding shall also be indemnifiedby the Corporation.

**Section 6:  Other Rights andRemedies**

The indemnification provided by this Article VIII shall not be deemedexclusive of any other rights to which an Agent seeking indemnification may beentitled under any Bylaws, agreement, vote of stockholders or disinterestedDirectors or otherwise, both as to action in his or her official capacity andas to action in another capacity while holding such office, and shall continueas to a person who has ceased to be an Agent and shall inure to the benefit ofthe heirs, executors and administrators of such a person.  All rights to indemnification under thisArticle shall be deemed to be provided by a contract between the Corporationand the Agent who serves in such capacity at any time while 

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these Bylaws and other relevant provisions of the general corporationlaw and other applicable law, if any, are in effect.  Any repeal or modification thereof shall notaffect any rights or obligations then existing. The execution of any other written contract for indemnification betweenthe Agent and the Corporation shall in no way limit the rights of the Agentunder this Article.

### **Section7:  Insurance**

Upon resolution passed by the Board of Directors, the Corporation maypurchase and maintain insurance on behalf of any person who is or was an Agentagainst any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the Corporationwould have the power to indemnify him against such liability under theprovisions of this Article VIII.

### **Section8:  Constituent Corporations**

For the purposes of this Article VIII, references to “the Corporation”include all constituent corporations absorbed in a consolidation or merger aswell as the resulting or surviving corporation, so that any person who is orwas a director, officer, employee, trustee or agent of such a constituentcorporation or is or was serving at the request of such constituent corporationas a director, officer, employee, trustee or agent of another corporation,partnership, joint venture, trust or other enterprise shall stand in the sameposition under the provisions of this Article with respect to the resulting orsurviving corporation as he would if he had served the resulting or survivingcorporation in the same capacity.

### **Section9:  Other Enterprises, Fines, andServing at Corporation’s Request**

For purposes of this Article VIII, references to“other enterprises” in Sections 1 and 8 shall include employee benefit plans;references to “fines” shall include any excise taxes assessed on a person withrespect to any employee benefit plan; and references to “serving at the requestof the Corporation” shall include any service as a director, officer, employee,trustee or agent of the Corporation which imposes duties on, or involvesservices by, such director, officer, employee, trustee or agent with respect toany employee benefit plan, its participants, or beneficiaries; and a person whoacted in good faith and in a manner he reasonably believed to be in theinterest of the participants and beneficiaries of an employee benefit planshall be deemed to have acted in a manner “not opposed to the best interests ofthe Corporation” as referred to in this Article VIII.

**Section 10:  Indemnificationof Employees and Agents**

As determined by the Board of Directors, the Corporation may indemnifyand advance expenses to an employee or agent of the Corporation to the same ora lesser extent that it shall indemnify officers and directors under thisArticle VIII.

### **Section11:  Savings Clause**

If this Article VIII, or any portion thereof, shall be invalidated onany ground by any court of competent jurisdiction, then the Corporation shallnevertheless indemnify each Agent as to expenses (including attorneys’ fees),judgments, fines and amounts paid in 

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settlement with respect to any action, suit, proceeding orinvestigation, whether civil, criminal or administrative, and whether internalor external, including a grand jury proceeding or an action or suit brought byor in the right of the Corporation, to the full extent permitted by anyapplicable portion of this Article VIII that shall not have been invalidated,or by any other applicable law.

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