**Exhibit 3.2**

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**RESTATED CERTIFICATE OF INCORPORATIONOFCREDIT SUISSE FIRST BOSTON (USA), INC.**

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Credit Suisse First Boston (USA), Inc., acorporation organized and existing under the laws of the State of Delaware,hereby certifies as follows:

 

The present name of the corporation is Credit SuisseFirst Boston (USA), Inc. (the “Corporation”).  The Corporation was incorporated under thename “Donaldson, Lufkin & Jenrette, Inc.” by the filing of itsoriginal Certificate of Incorporation with the Secretary of State of the Stateof Delaware on October 20, 1959. This Restated Certificate of Incorporation of the Corporation, whichboth restates and further amends the provisions of the Corporation’sCertificate of Incorporation, was duly adopted in accordance with theprovisions of Sections 242 and 245 of the General Corporation Law of the Stateof Delaware and by the written consent of its sole stockholder in accordancewith Section 228 of the General Corporation Law of the State of Delaware.  The****Certificateof Incorporation of the Corporation is hereby****amended and restated to read in its entirety as follows:

 

**ARTICLE I**

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Name

 

The name of the Corporation is Credit Suisse FirstBoston (USA), Inc.

 

**ARTICLE II**

 

Registered Office andRegistered Agent

 

The address of the registered office of theCorporation in the State of Delaware is 2711 Centerville Road,Suite 400, in the City of Wilmington, County of New Castle, Delaware19808.  The name of the registered agentof the Corporation at such address is Corporation Service Company.

 

**ARTICLE III**

 

Corporate Purpose

 

The purpose of the Corporation is to engage in anylawful act or activity for which corporations may now or hereafter be organizedunder the General Corporation Law of the State of Delaware (the “GeneralCorporation Law”).

 

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**ARTICLE IV**

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Directors

 

(A)          Electionsof directors of the Corporation need not be by written ballot, except and tothe extent provided in the Bylaws of the Corporation.

 

(B)           Nocontract or transaction between the Corporation and one or more of itsdirectors or officers, or between the Corporation and any other corporation,partnership, association, or other organization in which one or more of itsdirectors of officers are directors or officers, or have a financial interest,shall be void or voidable solely for this reason, or solely because thedirector or officer is present at or participates in the meeting of the Boardof Directors or committee thereof which authorizes the contract or transaction,or solely because his or their votes are counted for such purpose if(i) the material facts as to his or their relationship or interest and asto the contract or transaction are disclosed or are known to the Board ofDirectors or the committee, and the Board of Directors or committee in good faithauthorizes the contract or transaction by the affirmative votes of a majorityof the disinterested directors, even though the disinterested directors be lessthan a quorum; or (ii) the material facts as to his or their relationshipor interest and as to the contract or transaction are disclosed or are known tothe stockholders entitled to vote thereon, and the contract or transaction isspecifically approved in good faith by vote of the stockholders; or(iii) the contract or transaction is fair as to the Corporation as of thetime it is authorized, approved or ratified, by the Board of Directors, acommittee thereof or the stockholders. Common or interested directors may be counted in determining thepresence of a quorum at a meeting of the Board of Directors or of a committeewhich authorizes the contract or transaction.

 

**ARTICLE V**

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Indemnification ofDirectors, Officers and Others

 

(A)          TheCorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (otherthan an action by or in the right of the Corporation) by reason of the factthat he is or was a director, officer, employee or agent of the Corporation, oris or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise, against expenses (including attorneys’ fees), judgments,fines and amounts paid in settlement actually and reasonably incurred by him inconnection with such action, suit or proceeding if he acted in good faith andin a manner he reasonably believed to be in or not opposed to the bestinterests of the Corporation, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of *nolo contendere* or its equivalent, shall not,of itself, create a presumption that the person did not act in good faith andin a manner which he reasonably believed to be in or not opposed to the bestinterests of the Corporation, and, with respect to any criminal action orproceeding, had reasonable cause to believe that his conduct was unlawful.

 

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(B)           TheCorporation shall indemnify any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action or suit by orin the right of the Corporation to procure a judgment in its favor by reason ofthe fact that he is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against expenses (including attorneys’ fees)actually and reasonably incurred by him in connection with the defense orsettlement of such action or suit 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 except that no indemnification shall be made in respect of anyclaim, issue or matter as to which such person shall have been adjudged to beliable for negligence or misconduct in the performance of his duty to theCorporation unless and only to the extent that the Court of Chancery or thecourt in which such action or suit was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all thecircumstances of the case, such person is fairly and reasonably entitled to beindemnified for such expenses which the Court of Chancery or such other courtshall deem proper.

 

(C)           Tothe extent that a director, officer, employee or agent of the Corporation hasbeen successful on the merits or otherwise in defense of any action, suit orproceeding referred to in subsection (A) or (B) of this Article,or in defense of any claim, issue or matter therein, he shall be indemnifiedagainst expenses (including attorneys’ fees) actually and reasonably incurredby him in connection therewith.

 

(D)          Anyindemnification under subsection (A) or (B) of thisArticle (unless ordered by a court) shall be made by the Corporation onlyas authorized in the specific case upon a determination that indemnification ofthe director, officer, employee or agent is proper in the circumstances becausehe has met the applicable standard of conduct set forth in subsections (A) and(B) of this Article.  Suchdetermination shall be made (1) by the Board of Directors by a majorityvote of a quorum consisting of directors who were not parties to such action,suit or proceeding, or (2) if such quorum is not obtainable, or, even ifobtainable, a quorum of disinterested directors so directs, by independentlegal counsel in a written opinion, or (3) by the stockholders.

 

(E)           Expensesincurred in defending a civil or criminal action, suit or proceeding may bepaid by the Corporation in advance of the final disposition of such action,suit or proceeding as authorized by the Board of Directors in the specific caseupon receipt of an undertaking by or on behalf of the director, officer,employee or agent to repay such amount unless it shall ultimately be determinedthat he is entitled to be indemnified by the Corporation as authorized in thissection.

 

(F)           Theindemnification provided by this section shall not be deemed exclusive ofany other rights to which those seeking indemnification may be entitled underany Bylaw, 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 a director, officer, employee or agent and shall inure tothe benefit of the heirs, executors and administrators of such a person.

 

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(G)           TheCorporation shall have power to purchase and maintain insurance on behalf ofany person who is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against himand incurred by him in any such capacity, or arising out of his status as such,whether or not the Corporation would have the power to indemnify him againstsuch liability under the provisions of this section.

 

**ARTICLE VI**

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Bylaws

 

The directors of the Corporation shall have the powerto adopt, amend or repeal the Bylaws of the Corporation.

 

**ARTICLE VII**

 

Action without a Meeting

 

Whenever under the provisions of the laws of the Stateof Delaware or this Restated Certificate of Incorporation the vote of theholders of Common Stock at a meeting thereof is required or permitted to betaken for or in connection with any corporate action, the meeting and vote ofsuch holders may be dispensed with and such actions may be effectively andvalidly taken on the written consent of the holders of not less than a majorityof the shares of Common Stock then outstanding; provided that in no case shallsuch consent be by the holders of Common Stock having less than the minimumpercentage of the total vote required by the General Corporation Law for theproposed corporate action; and provided further that prompt notice shall begiven to all stockholders of the taking of corporate action without a meetingand by less than unanimous written consent**.**

 

**ARTICLE VIII**

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Personal Liability ofDirectors and Officers

 

A director or any officer of the Corporationshall not be liable to the Corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director or as an officer, except to theextent such exemption from liability or limitation thereof is not permittedunder the General Corporation Law as the same exists or may hereafter beamended.  Any amendment, modification orrepeal of the foregoing sentence shall not adversely affect any right orprotection of a director or officer of the Corporation hereunder in respect ofany act or omission occurring prior to the time of such amendment, modificationor repeal.

 

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**ARTICLE IX**

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Amendment

 

The Corporation reserves the right at any time, andfrom time to time, to amend, alter, change or repeal any provision contained inthis Certificate of Incorporation, and other provisions authorized by the lawsof the State of Delaware at the time in force may be added or inserted, in themanner now or hereafter prescribed by law, and all rights, preferences andprivileges of whatsoever nature conferred upon stockholders, directors or anyother persons whomsoever by and pursuant to this Restated Certificate ofIncorporation in its present form or as hereafter amended are granted subjectto the rights reserved in this article.

 

**ARTICLE X**

 

Capital Stock

 

The total number of shares of stock that theCorporation shall have the authority to issue is 100,000 shares, divided into50,000 shares of common stock, par value $0.10 per share (the “Common Stock”),and 50,000 shares of preferred stock, par value $0.01 per share (the “PreferredStock”).

 

(A)          ProvisionsRelating to Common Stock.  Issued andoutstanding shares of Common Stock shall be entitled to one vote per share onall matters which the stockholders of the Corporation are entitled to vote uponpursuant to applicable law or the Bylaws of the Corporation.

 

(B)           ProvisionsRelating to Preferred Stock.  TheBoard of Directors (or such committee of the Board of Directors as the Board ofDirectors shall empower) is hereby expressly authorized, by resolution orresolutions thereof, to provide, out of the unissued shares of Preferred Stock,for series of Preferred Stock and, with respect to each such series, to fix thenumber of shares constituting such series and the designation of such series,the voting powers (if any) of the shares of such series, and the preferencesand relative, participating, optional or other special rights, if any, and anyqualifications, limitations or restrictions thereof, of the shares of suchseries.  The powers, preferences andrelative, participating, optional and other special rights of each series ofPreferred Stock, and the qualifications, limitations or restrictions thereof,if any, may differ from those of any and all other series at any timeoutstanding. 

 

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IN WITNESS WHEREOF, said Credit Suisse First Boston(USA), Inc. has caused this certificate to be signed by Mary KateWynperle, its Assistant Secretary, this 9th day of June, 2004.

 

 
|   | CREDIT SUISSE FIRST BOSTON (USA), INC. |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |   |
|   | By:                                    | /s/ Mary Kate Wynperle |   |
|   | Name:                                  | Mary Kate Wynperle |
|   | Title:                                 | Assistant Secretary |

 

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