**EXHIBIT 3-2**

**AMENDED and Restated**

**BY - LAWS**

**of**

**THE GOLDFIELD CORPORATION**

**(a Delaware corporation)**

**July 15, 2005**

 

 

 

 

----

**ARTICLE IOffices**

The principal office in the State of Delawareshall be 100 West Tenth Street, Wilmington, Delaware, and other offices may beestablished at such other place or places as may be fixed by the Board ofDirectors.

**ARTICLE IISeal**

The corporate seal of this Company is shown bythe impress, as follows:

**ARTICLE IIIMeeting of Stockholders**

Section 1.        Where Held.  All meetings of stockholders of the Corporation other thanthe Annual Meeting of Stockholders shall be held in such place within orwithout the State of Delaware and at such time as shall be designated by theBoard of Directors.

Section 2.        Quorum.  Stockholders may vote at all meetings, either in person, or byproxy in writing.  A majority in amount of the stock issued and outstandingshall be requisite at every meeting to constitute a quorum.

Section 3.        Annual Meeting.  The annual meeting of holders of stock as are entitledto notice thereof and to vote thereat pursuant to the provisions of theCertificate of Incorporation (hereinafter referred to as the "Annual Meeting ofStockholders") for the purpose of electing directors and transacting such otherbusiness as may come before it shall be held within the City of Wilmington,Newcastle County and State of Delaware, or at such other place within orwithout the State of Delaware as shall be designated by the Board of Directorsat a time and place as set by the Board of Directors.  In the event that theAnnual Meeting of Stockholders is omitted by oversight, or otherwise on thedate provided for, the Board of Directors shall cause a meeting in lieu thereofto be held as soon as convenient thereafter and business transacted orelections held at such meeting shall be as valid as if transacted or held atthe Annual Meeting of Stockholders.  Such subsequent meetings shall be calledin the same manner as provided for Special Meetings of Stockholders.  At suchAnnual Meetings the Stockholders present in person or by proxy, if there shallbe a quorum, shall elect by ballot the Board of Directors whose members shallserve for one year and until their successors have been elected and qualified,each Stockholder being entitled to one vote in person or by proxy, at everyAnnual Meeting or Special Meeting of Stockholders for each share of stockstanding registered in his name, as of the record date.

Section 4.        Order of Business.  At the Annual Meeting of Stockholders, the order ofbusiness shall be as follows:

(1)  Call to order;

 

----

(2)  Proof of Notice of Meeting;

(3)  Announcement of Quorum Present;

(4)  Appointment of Inspectors of Election;

(5)  Election of Directors;

(6)  Reports of Officers;

(7)  Miscellaneous;

(8)  Adjournment.

Section 5.        Notice.  Written notice of the Annual Meeting shall be mailed to eachStockholder of record entitled to vote thereat at his address, as the sameappears on the stock books of the Company, at least ten days prior to themeeting.

Section 6.        List of Stockholders.  A full list of the Stockholders entitled to voteat the ensuing election, arranged in alphabetical order, showing the address ofeach stockholder, and the number of shares held by each, shall be prepared bythe Secretary and filed in the principal office of the Company in Melbourne,Florida, at least ten days before every election and shall at all times duringthe usual hours for business be open to the examination of any Stockholder, orother person entitled to vote at such meeting.

Section 7.        Special Meetings.  Special Meetings of the Stockholders may be called bythe President, and shall be called at the request, in writing or by a vote of amajority of the Board of Directors, or at the request, in writing, ofStockholders of record owning a majority in amount of the entire capital stockof the Company issued and outstanding.  A written notice stating the day andhour and place of meeting and generally the nature of the business to betransacted, shall be sent by the Secretary, or Assistant Secretary, or otherperson designated by the President or Board of Directors or Stockholdersrequesting the meeting, to each Stockholder of record, entitled to vote at suchmeeting, at least ten days, exclusive of the day of mailing, before the date ofevery Special Meeting of Stockholders, at such address as appears on the stockbooks of the Company.

Section 8.         Notice to the Corporation.  Notwithstanding any other provision of theseBy-Laws, 

2

----

(a)               To be properly brought before an Annual Meeting of Stockholders or aSpecial Meeting of Stockholders, business must be (i) specified in the noticeof the meeting (or any supplement thereto) given by or at the direction of theBoard of Directors, (ii) otherwise properly brought before the meeting by or atthe direction of the Board of Directors or (iii) otherwise properly broughtbefore the meeting by a Stockholder who is a holder of record at the time ofthe giving of notice provided for in this Section 8(a), who is entitled to voteat the meeting and who complies with the procedures set forth in this Section8(a). For business to be properly brought before an Annual Meeting ofStockholders or a Special Meeting of Stockholders by a Stockholder, theStockholder must have given written notice thereof, either by personal deliveryor by United States mail, postage prepaid, to the Secretary of the Corporation(the "Secretary") at the principal executive offices of the Corporation,

> 
(1)  with respect to an Annual Meeting of Stockholders, not less than 90 daysnor more than 120 days prior to the anniversary date of the immediatelypreceding Annual Meeting of Stockholders; and 

(2)  with respect to a Special Meeting of Stockholders, not less than 60 daysnor more than 90 days prior to such meeting or not more than 10 days followingthe day on which public announcement of the date of the Special Meeting ofStockholders is first made, whichever is later. 

Any such noticeshall set forth as to each matter the Stockholder proposes to bring before theAnnual Meeting of Stockholders or the Special Meeting of Stockholders, as thecase may be, (i) a brief description of the business desired to be broughtbefore such meeting and the reasons for conducting such business at suchmeeting, and, in the event that such business includes a proposal to amendeither the Restated Certificate of Incorporation of the Corporation (the"Certificate") or these By-Laws, the text of the proposed amendment;(ii) the name and address, as they appear on the Corporation's books, of theStockholder proposing such business; (iii) the class and number of shares ofthe Corporation which are beneficially owned by the Stockholder; (iv) anymaterial interest of the Stockholder in such business; and (v) if theStockholder intends to solicit proxies in support of such Stockholder'sproposal, a representation to that effect. The foregoing notice requirementsshall be deemed satisfied by a Stockholder if the Stockholder has notified theCorporation of his or her intention to present a proposal at the Annual Meetingof Stockholders or the Special Meeting of Stockholders, as the case may be, andsuch Stockholder's proposal has been included in a proxy statement that hasbeen prepared by management of the Corporation to solicit proxies for suchmeeting; provided, however, that if such Stockholder does not appear or send aqualified representative to present such proposal at such meeting, theCorporation need not present such proposal for a vote at such meeting,notwithstanding that proxies in respect of such vote may have been received bythe Corporation. No business shall be conducted at an Annual Meeting ofStockholders or a Special Meeting of Stockholders, as the case may be, exceptin accordance with this Section 8(a), and the presiding officer of any AnnualMeeting of Stockholders or Special Meeting of Stockholders, as the case may be,may refuse to permit any business to be brought before such meeting withoutcompliance with the foregoing procedures or if the Stockholder solicits proxiesin support of such Stockholder's proposal without such Stockholder having madethe representation required by clause (v) of the second preceding sentence. 

3

----

(b)              Nominations of persons for election as Directors may be made at anAnnual Meeting of Stockholders or at a Special Meeting of Stockholders by (i)the Board of Directors or (ii) any Stockholder who is a Stockholder of recordat the time of giving of the notice of nomination provided for in this Section8(b) and who is entitled to vote for the election of Directors. Any Stockholderof record entitled to vote for the election of Directors at an Annual Meetingof Stockholders or a Special Meeting of Stockholders, as the case may be, maynominate a person or persons for election as Directors only if written noticeof such Stockholder's intent to make such nomination is given, either bypersonal delivery or by United States mail, postage prepaid, to the Secretaryat the principal executive offices of the Corporation, 

> 
(1)  with respect to an Annual Meeting of Stockholders, not less than 90 daysnor more than 120 days prior to the anniversary date of the immediatelypreceding Annual Meeting of Stockholders; and 

(2)  with respect to a Special Meeting of Stockholders, not less than 60 daysnor more than 90 days prior to such meeting or not more than 10 days followingthe day on which public announcement of the date of the Special Meeting ofStockholders is first made and of the nominees to be elected at such meeting,whichever is later. 

Each such noticeshall set forth: (i) the name and address of the Stockholder who intends tomake the nomination and of the person or persons to be nominated; (ii) arepresentation that the Stockholder is a holder of record of stock of theCorporation entitled to vote at such meeting and intends to appear in person orby proxy at the meeting to nominate the person or persons specified in thenotice; (iii) a description of all arrangements or understandings between theStockholder and each nominee and any other person or persons (naming suchperson or persons) pursuant to which the nomination or nominations are to bemade by the Stockholder; (iv) such other information regarding each nomineeproposed by such Stockholder as would have been required to be included in aproxy statement filed pursuant to the proxy rules of the Securities andExchange Commission had each nominee been nominated, or intended to benominated, by the Board of Directors; (v) the consent of each nominee to serveas a Director if so elected; and (vi) if the Stockholder intends to solicitproxies in support of such Stockholder's nominee(s), a representation to thateffect. The presiding officer of any Annual Meeting of Stockholders or SpecialMeeting of Stockholders, as the case may be, to elect Directors and the Boardof Directors may refuse to acknowledge any attempted nomination of any personnot made in compliance with the foregoing procedure or if the Stockholdersolicits proxies in support of such Stockholder's nominee(s) without suchStockholder having made the representation required by clause (vi) of thepreceding sentence. 

(c)               If any Special Meeting of Stockholders is adjourned, postponed ordelayed for any reason, then the calculation of the date by which any noticemust be given pursuant to this Section 8 shall be calculated from the date forwhich the Special Meeting of Stockholders was originally scheduled. 

(d)              Nothing contained in this Section 8 shall modify the applicability of(i) the requirements under Rule 14a-8(e) of the Securities Exchange Act of1934, as amended (the "Act") (or any successor rule), relating to thedeadline for submission of proposals made by Stockholders to be included in theCorporation's proxy statement or (ii) any other requirement contained in Section14 of the Act or the rules thereunder.

4

----

**ARTICLE IVBoard of Directors**

Section 1.        Number of Directors and Qualifications.  A Board of Directors of notless than three (3) nor more than eleven (11) Directors shall have allmanagement of the Corporation.  Each Director shall be a shareholder of theCorporation owning not less than 100 shares.

Section 2.        First Meeting of Board of Directors.  The first meeting of each Board ofDirectors, for the purpose of electing officers and transacting any otherbusiness which may come before the meeting, shall be held without notice,immediately after the Annual Meeting of Stockholders, at which said Directorsare elected.

Section 3.        Quorum.  A majority of the whole Board of Directors shall be present ateach meeting to constitute a quorum for the transaction of any business.

Section 4.        Special Meetings.  Special Meetings of the Board of Directors may becalled by the President or by any two Directors on one day's notice by theSecretary or Assistant Secretary to each Director.

Section 5.        Action of Directors by Resolution.  A resolution in writing, signed byall the members of the Board of Directors, or Executive Committee, shall bedeemed to be action by such Board, or Executive Committee, as the case may be,to the effect therein expressed, with the same force and effect as if the samehad been duly passed by the same vote at a duly convened meeting, and it shallbe the duty of the Secretary of the Company to record such resolution in theminute books of the Company under its proper date.

Section 6.        Executive Committees and Other Committees.  The Board of Directors maycreate an Executive Committee to be comprised of members of the Board, whoshall serve following their appointment until their successors shall bechosen.  The Executive Committee shall have and may exercise the powers of theBoard of Directors in the management of the business and affairs of theCorporation, and may authorize the seal of the Corporation to be affixed to allpapers which may require it.  All actions of the Executive Committee shall bereported to the Board of Directors in each instance at its next succeedingmeeting, and the Committee shall appoint a Secretary at each meeting, who shallkeep the minutes thereof.  The Committee shall consist of three or more membersand two members of the Committee shall constitute a quorum for the transactionof business.  All actions shall be effected by a majority of the total numberof members present.  In the absence or disqualification of any member of theCommittee, the member or members thereof present at any meeting and notdisqualified for voting, whether or not he or they constitute a quorum, maysimultaneously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member of theCommittee.  Meetings of the Executive Committee may be called by any memberthereof upon not less than two hours' notice.

From time to time the Board may appoint anyother committee or committees for any other purpose or purposes which shallhave such powers as shall be specified in the resolution of appointment.

5

----

**ARTICLE VOfficers**

Section 1.        Election.  The Board of Directors shall annually elect, at its firstmeeting after the Annual Meeting of Stockholders, a President, one or more VicePresidents, a Secretary and a Treasurer, all of whom shall hold office at thepleasure of the Board of Directors for the term of one (l) year, and untiltheir successors are elected and qualified.  The Board of Directors may alsoelect such other officers or assistant officers as it deems appropriate fromtime to time.

Section 2.        Chairman the Board.  When a Chairman of the Board of Directors iselected and serves, he shall preside at the meetings of Directors and, subjectto the discretion and control of the Board of Directors, he shall have suchpowers and duties as generally pertain to the office of Chairman of the Boardor as may from time to time be prescribed by the Board of Directors.

Section 3.        President.  The President shall be the Chief Executive Officer of theCorporation and subject to the direction and control of the Board of Directorshe shall have such powers and duties as generally pertain to the office ofPresident and Chief Executive Officer.  He shall preside at meetings of theBoard of Directors in the absence of the Chairman of the Board and shallpreside at all meetings of stockholders.

Section 4.        Vice-President.  The Corporation may have one or more Vice-Presidents,as the Board of Directors may from time to time deem advisable, and they shallhave such powers and shall perform such duties as the Board of Directors fromtime to time shall fix.

Section 5.        Secretary.  The Secretary shall attend all meetings of the Board ofDirectors and Stockholders, and act as Secretary thereof.  The Secretary shallperform such other duties as may be prescribed by the Board of Directors.  Inthe absence of the Secretary from any meeting of Stockholders or the Board ofDirectors, the records of the proceedings of such meeting shall be kept andauthenticated by the Assistant Secretary, or by such other person as may beappointed for that purpose at said meeting.  One person may hold the combinedoffice of Secretary and Treasurer.

Section 6.        Assistant Secretary.  The Assistant Secretary may sign stockcertificates with the President or Vice-President, and shall perform such otherduties as the Board of Directors may from time to time determine.

Section 7.        Treasurer. The Treasurer shall have the custody of all funds andsecurities of the Company which may come into his hands.  He may, whennecessary or proper, endorse on behalf of the Company for collection, notes,checks or other obligations.  He shall deposit all funds of the Company in suchdepositaries as the Board of Directors may designate.  When authorized by theBoard of Directors, he shall sign checks of the Company and pay out and disposeof the funds in his custody.

6

----

His books and accounts shall be subject toinspection by any member of the Board at any time, and he shall from time totime, as directed by the Board, render a statement of his cash account and ofall other accounts for which he is responsible.  He shall keep a full andaccurate account of the moneys received and paid out by him for the Company. He shall perform the acts incident to the position of Treasurer, subject to thecontrol of the Board of Directors, and if so required, shall give bond for thefaithful discharge of his duties in such sums as the Board shall require.

Section 8.        Checks and Depositary.  All funds of the Company on deposit withdesignated depositaries shall be subject to the check of the Company, signed bysuch officer or officers as the Board may designate.  The Board may designateone or more persons, not officers or directors, to sign checks of the Company.

Section 9.        Vacancies and Resignations.  If the office of any Director or Officerbecomes vacant by reason of death, resignation, disqualification, or otherwise,or if the vacancy in the office of Director arises by reason of an increase inthe number of Directors, the Board of Directors, or the Directors then inoffice, although less than a quorum, by a majority vote, may choose a successorto fill the vacancy in which event, the person so chosen shall hold office forthe unexpired term.  Each resignation by an Officer or Director shall takeeffect at the time the same is presented to the Board of Directors or at suchlater time as may be specified therein.

Section 10.     Other Officers.  The Board of Directors may appoint such other officersfrom time to time as they deem necessary and may confer upon them such powersas they may see fit.  The duties of one officer may at any time be delegated toany other officer by the Board of Directors.  All officers and agents shall besubject to removal at any time by the affirmative vote of a majority of thewhole Board of Directors.

**ARTICLE VIShares and Their Transfer**

Section 1.       Certificates.  The Certificates for shares of the capital stock of theCompany shall be in such form not inconsistent with the Charter or Certificateof Incorporation as shall be approved by the Board of Directors.  EachCertificate shall be signed by the President, or Vice-President, and also bythe Secretary or Assistant Secretary, and shall not be valid unless so signed. The signatures may be facsimile.  All certificates shall be consecutivelynumbered.  The name of the person owning the shares represented thereby, withthe number of shares and the date of issue, shall be entered on the Company'sbooks.  All Certificates surrendered shall be cancelled and no new Certificatesissued until the former Certificates for the same number of shares shall havebeen surrendered and cancelled, except for the shares provided for in Section 4of this Article.

7

----

Section 2.        Transfer and Transfer Agents.  Transfers of stock shall be made upon thebooks of the Company by the holder in person or by his power of attorney uponsurrender and cancellation of the Certificate or Certificates for such shares,but the Board of Directors may from time to time appoint Transfer Agents andRegistrars to facilitate transfers by Stockholders, under such regulations asthe Board of Directors may from time to time prescribe.  Any such appointmentmay be revoked at any time by the Board, but as long as the same shall remainin force, no Certificate of stock shall be binding upon the Company, or haveany validity, unless countersigned by one of such Transfer Agents, or unlessthe Board of Directors shall otherwise order.

The countersignature of the Transfer Agent on aCertificate of stock may be a facsimile signature, providing the Registrar'ssignature on a Certificate of stock is manual.

The Board of Directors may, subject to anyapplicable provisions of the laws of Delaware, fix a time in the future as arecord date for the determination of the Stockholders entitled to notice of andto vote at any meeting of Stockholders or entitled to receive any dividends ordistribution, or any allotments of rights, or to exercise rights in respect toany change, conversion, or exchange of shares.  When a record date is so fixed,only Stockholders of record on that date are entitled to notice of and to voteat the meeting or to receive the dividend, distribution, or allotment ofrights, as the case may be, notwithstanding any transfer of any shares on thebooks of the Corporation after the record date.

The Board of Directors may close the books ofthe Corporation against transfers of shares during the whole or any part ofsuch period (not less than that required by law) as the Board of Directors maydirect previous to and on the date of a Stockholders' meeting, the date whenthe right to any dividend, distribution, or allotment of rights vests, or theeffective date of any change, conversion or exchange of shares.

Section 3.        Addresses.  Every Stockholder shall furnish, the Secretary with anaddress at which notice of meetings and all other notices may be served ormailed to him.  In default thereof, notice may be addressed to him at his lastknown address, or residence, or at the principal office of the Company, 100West Tenth Street, Wilmington, Delaware.

Section 4.        Lost or Destroyed Certificates.  The Board of Directors may direct a newCertificate or Certificates of stock to be issued in place of any Certificateor Certificates theretofore issued by the Company alleged to have beendestroyed or lost, and the Board of Directors, when authorizing such issue of anew Certificate or Certificates, may, in their discretion, and as a conditionprecedent to the issuance thereof, require the owner of such lost or destroyedstock Certificate or Certificates, or his legal representative, to give theCompany a bond in such sum as they may direct as indemnity against any claimthat may be made against the Company.

**ARTICLE VIIFiscal Year**

The Fiscal Year of the Company shall begin onthe 1st day of January and end on the 31st day of December.

**ARTICLE VIIIDividends**

Dividends, payable from net profits of theCompany, may be declared and paid at such times and in such amounts as theBoard of Directors may from time to time determine.

8

----

**ARTICLE IXNotice**

Whenever notice is required by statute or bythese By-Laws to be given to the Stockholders or Directors, or to any of them,or to any officer of the Company, personal notice is not meant unless expresslystated; and any notice so required shall be deemed to be sufficient if given bydepositing the same in the post office in a sealed, postpaid wrapper, addressedto such Stockholder, Director or Officer, at his usual residence or place ofbusiness, or at his address as given upon the stock books of the Company, or bysending same by telegram so addressed; and such notice shall be deemed to havebeen given at the time when the same is delivered to the telegraph office ordeposited in the post office.  Any Stockholder, Director or Officer of the Companymay waive notice of any Annual or Special Meeting of Stockholders or of theBoard of Directors.  Meetings of the Stockholders may be held at any timewithout notice, when all the Stockholders are present in person or by proxy. Meetings of the Directors may be held without notice when all of the membersare present.  Directors present at any meeting of the Board shall be deemed tohave waived notice of the time, place and objects of such meeting.

**ARTICLE XVoting Upon Stocks**

Unless otherwise ordered by the Board ofDirectors, the President of the Company, or in his absence, the Vice Presidentthereof, or in the absence of both, the Treasurer thereof, shall have fullpower and authority on behalf of the Company to attend to and act and to voteat any meeting of the Stockholders of any corporation in which the Company mayhold stock, and at such meeting shall possess and may exercise on behalf of theCompany, any and all rights and powers incident to the ownership of said stock,and which, as the owner thereof, the Company might have possessed and exercisedif present in person.  The Board of Directors, by resolution from time to time,may confer like powers upon any other person or persons.

**ARTICLE XI**

Whenever all parties entitled to vote at anymeeting, whether of Directors, or Stockholders, or of the Executive Committee,consent, either in writing on the records of the meeting, or by filing with theSecretary or by presence at such meeting, an oral consent entered on theMinutes, or by taking part in the deliberation of the meeting withoutobjection, the doings of such meetings shall be as valid as if had at a meetingregularly called and noticed, and at any such meeting any business may betransacted which is not excepted from the written consent or to the considerationof which no objection for want of notice is made at the time, and if anymeeting be irregular for want of notice, or consent, provided a quorum ispresent at such meeting, the proceedings of such meeting may be ratified andapproved and rendered likewise valid and the irregularity or defect thereinwaived by writing signed by all parties having a right to vote at such meeting,and such consent or approval of Stockholders may be by proxy or power ofattorney in writing.

9

----

**ARTICLE XIIAmendment**

The Directors shall have the power from time totime to alter, amend, or repeal these By-Laws, or any part or portion thereof,in any manner not inconsistent with the laws of the State of Delaware or theprovisions of the Certificate of Incorporation of this Corporation; and the Stockholdersof this Corporation shall have the power from time to time to alter, amend, orrepeal the By-Laws or any part or portion thereof, as provided by the laws ofthe State of Delaware; all provided, however, that notice of any such proposedalteration, amendment or repeal shall have first been specifically given.

**ARTICLE XIIIIndemnification**

Section 1.        General.  The Company shall indemnify to the full extent authorized orpermitted by law (as now or hereinafter in effect) any person made, orthreatened to be made, a defendant or witness to any action, suit or proceeding(whether civil or criminal or otherwise) by reason of the fact that he, histestator or intestate, is or was a director, officer, employee or other agentof the Company or by reason of the fact that such director, officer, employeeor other agent, at the request of the Company, is or was serving any othercompany, partnership, joint venture, trust, employee benefit plan or otherenterprise, in any capacity.  No amendment or repeal of this Section 1 shall applyto or have any effect on any right to indemnification provided hereunder withrespect to any acts or omissions occurring prior to such amendment or repeal.

Section 2.        Procedure.  Any indemnification under Section 1 of this Article (unlessordered by a court) shall be made by the Company only as authorized in thespecific case upon a determination that indemnification of the director,officer, employee or agent is proper in the circumstances because he or she hasmet the applicable standard of conduct as defined by applicable law.  Suchdetermination shall be made by either (i) the Board by a majority vote of aquorum of directors who are not party to such action, suit or proceeding or(ii) an independent legal counsel as set forth in a written opinion (it being understoodthat such independent legal counsel shall make such determination only if thequorum of directors referred to in clause (i) above is not obtainable or if theBoard by a majority vote of a quorum of directors who are not party to suchaction, suit or proceeding so directs).

10

----

Section 3.        Expenses.  The expenses incurred by a director, officer, employee orother agent of the Company in any action, suit or proceeding shall be paidpromptly by the Company in advance of the final disposition of the action, suitor proceeding at the written request of the director, officer, employee orother agent of the Company to the fullest extent permitted by applicable law asit presently exists or hereinafter amended; provided, however, that thedirector, officer, employee or other agent of the Company shall set forth insuch request reasonable evidence that such expenses have been incurred by thedirector, officer, employee or other agent of the Company in connection withsuch action, suit or proceeding, a statement that such expenses are permissibleunder the standards set forth under applicable law and an undertaking inwriting to repay any advances if it is ultimately determined that the director,officer, employee or other agent is not entitled to indemnification under theseBy-Laws.  Advances of expenses shall be made without regard to the ability torepay the advances.  An indemnitee's obligation to repay the Company foradvances shall be unsecured and no interest shall be charged thereon.

Section 4.        Insurance.  The Company may, but shall have no obligation to do so,purchase and maintain insurance on behalf of any person who is or was adirector, officer, employee, or other agent of the Company, or is serving atthe request of the Company as a director, officer, employee, or agent of anotherCompany, partnership, joint venture, trust, employee benefit plan or otherenterprise against any liability asserted against him and incurred by him inany such capacity, or arising out of his status as such, whether or not theCompany would have the power to indemnify him against such liability under theprovisions of law.

Section 5.        Exclusivity.  The rights and authority conferred in thisarticle shall not be exclusive of any other right which any person mayotherwise have or hereafter acquire under any statute, provision of theCertificate of Incorporation or By-Laws of the Company, agreement, vote ofstockholders or disinterested directors or otherwise. 

 

 

 

 

11

----