**Exhibit 3(ii)**

 

Bylaws

 

**Amended: July 27, 2004**

 

**CUBIC CORPORATION**

 

**Bylaws**

 

ARTICLE I

 

SPECIFIC AND GENERALPURPOSES

 

Thegeneral purpose of the Corporation is to engage in any lawful act or activityfor which Corporations may be organized under the General Corporation Law ofDelaware.

 

ARTICLE II

 

OFFICES

 

Section1. The registered office shall be in the City of Wilmington,County of New Castle, State of Delaware.

 

Section2. The Corporation may also have offices at such otherplaces, both within and without the State of Delaware, as the Board ofDirectors may from time to time determine or the business of the Corporationmay require.

 

ARTICLE III

 

MEETINGS OF STOCKHOLDERS

 

Section1. All meetings of the Stockholders for the election ofDirectors shall be held in the City of San Diego, State of California, at suchplace as may be fixed from 

 

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time to time by the Boardof Directors, or at such other place, either within or without the State ofDelaware, as shall be designated from time to time by the Board of Directorsand stated in the Notice of the Meeting. Meetings of Stockholders for any otherpurpose may be held at such time and place, within or without the State ofDelaware, as shall be stated in the Notice of the Meeting or in a duly executedWaiver of Notice thereof.

 

Section 2. Annual Meetings ofStockholders, commencing with the year 1986 , shall be held on the firstTuesday following the first Monday of each February if not a legal holiday, andif a legal holiday, then on the next secular day following, at 10:30 a.m., orat such other date and time as shall be designated from time to time by theBoard of Directors and stated in the Notice of the Meeting, at which they shallelect by a plurality vote a Board of Directors, and transact such other businessas may properly be brought before the meeting.

 

Section 3. Written Notice of theAnnual Meeting, stating the place, date and hour of the meeting, shall be givento each Stockholder entitled to vote at such meeting not less than (10) normore than sixty (60) days before the date of the meeting.

 

Section 4. The Officer who hascharge of the stock ledger of the Corporation shall prepare and make, or causeto be prepared and made, at least ten (10) days before every meeting ofStockholders, a complete list of the Stockholders entitled to vote at themeeting, arranged in alphabetical order, and showing the address of eachStockholder and the number of shares registered in the name of eachStockholder. Such list shall be open to the examination of any Stockholder, forany purpose germane to the meeting, during ordinary business hours, for aperiod of at least ten (10) days prior to the meeting, either at a place withinthe City where the meeting is to be held, which place shall be specified in theNotice of the Meeting, or, if not so specified, at the place where the meetingis to be held. The list shall also be produced and kept at the time and placeof the meeting during the whole time thereof, and may be inspected by anyStockholder who is present.

 

Section 5. Special Meetings of theStockholders of the Corporation, for any purpose or purposes, may be called atany time by the Board of Directors, or by a committee of the Board of Directorswhich has been duly designated by the Board of Directors and whose powers andauthority, as provided in a resolution of the Board of Directors or in theBylaws of the Corporation, include the power to call such meetings, but suchSpecial Meetings may not be called by any other person or persons.

 

Section 6. Written Notice of aSpecial Meeting, stating the place, date and hour of the meeting and thepurpose or purposes for which the meeting is called, shall be given not lessthan ten (10) nor more than sixty (60) days before the date of the meeting, toeach Stockholder entitled to vote at such meeting.

 

Section 7. Business transacted atany special meeting of Stockholders shall be limited to the purposes stated inthe Notice.

 

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Section8. The holders of a majority of the stock issued andoutstanding and entitled to vote thereat, present in person or represented byproxy, shall constitute a quorum at all meetings of the stockholders for thetransaction of business except as otherwise provided by statute or by theCertificate of Incorporation. If, however, such quorum shall not be present orrepresented at any meeting of the Stockholders, the Stockholders entitled tovote thereat, present in person or represented by proxy, shall have power toadjourn the meeting from time to time, without Notice, other than announcementat the meeting, until a quorum shall be present or represented. At suchadjourned meeting at which a quorum shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified. If the adjournment is for more than thirty (30) days, orif after the adjournment a new record date is fixed for the adjourned meeting,a Notice of the adjourned meeting shall be given to each Stockholder of recordentitled to vote at the meeting.

 

Section 9. When a quorum is presentat any meeting, the vote of the holders of a majority of the stock havingvoting power, present in person or represented by proxy, shall decide anyquestion brought before such meeting, unless the question is one upon which, byexpress provision of the statutes or of the Certificate of Incorporation, adifferent vote is required, in which case such express provision shall governand control the decision of such question.

 

Section 10. Unless otherwiseprovided in the Certificate of Incorporation, each Stockholder shall, at everymeeting of the Stockholders, be entitled to one vote in person or by proxy foreach share of the capital stock having voting power held by such Stockholder,but no proxy shall be voted on after three years from its date, unless theproxy provides for a longer period.

 

Section 11. Unless otherwiseprovided in the Certificate of Incorporation, any action required to be takenat any Annual or Special Meeting of Stockholders of the Corporation, or anyaction which may be taken at any Annual or Special Meeting of suchStockholders, may be taken without a meeting, without prior Notice and withouta vote, if a consent in writing, setting forth the action so taken, shall besigned by the holders of outstanding stock having not less than the minimumnumber of votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voted.Prompt Notice of the taking of the corporate action without a meeting by lessthan unanimous written consent shall be given to those Stockholders who havenot consented in writing.

 

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ARTICLE IV

 

DIRECTORS

 

Section 1. The number of Directorswhich shall constitute the whole Board shall be nine (9). The Directors shallbe elected at the Annual Meeting of the Stockholders, except as provided inSection 2 of this Article, and each Director elected shall hold office untilhis successor is elected and qualified Directors need not be stockholders.

 

Section 2. Vacancies and newlycreated Directorships resulting from any increase in the authorized number ofDirectors may be filled by a majority of the Directors then in office, thoughless than a quorum, or by a sole remaining Director, and the Directors sochosen shall hold office until the next annual****electionand until their successors are duly elected and shall qualify, unless soonerdisplaced. If there are no Directors in office, then an election of Directorsmay be held in the manner provided by statute. If, at the time of filling anyvacancy or any newly created Directorship, the Directors then in office shallconstitute less than a majority of the whole Board (as constituted immediatelyprior to any such increase), the Court of Chancery may, upon application of anyStockholder or Stockholders holding at least ten percent of the total number ofthe shares at the time outstanding having the right to vote for such Directors,summarily order an election to be held to fill any such vacancies or newlycreated Directorships, or to replace the Directors chosen by the Directors thenin office.

 

Section 3. The business of theCorporation shall be managed by or under the direction of its Board ofDirectors which may exercise all such powers of the Corporation and do all suchlawful acts and things as are not by statute or by the Certificate ofIncorporation or by these Bylaws directed or required to be exercised or doneby the Stockholders.

 

MEETINGS OF THE BOARD OF DIRECTORS

 

Section 4. The Board of Directors ofthe Corporation may hold meetings, both regular and special, either within orwithout the State of Delaware.

 

Section 5. The Board of Directorsshall hold a regular meeting immediately after the Annual Meeting of theStockholders at the same place, and Notice thereof shall not be required.

 

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Section 6.  Regular meetings of the Board of Directorsmay be held without Notice, at the principal offices of the Corporation, atsuch time and at such other place as shall from time to time be determined bythe Board.

 

Section 7. Special meetings of theBoard may be called by the President on no days’ notice to each Director,either personally or by mail or by telegram; special meetings shall be calledby the President or Secretary in like manner and on like notice on the writtenrequest of two (2) Directors, unless the Board consists of only one Director;in which case special meetings shall be called by the President or Secretary inlike manner and on like notice on the written request of the sole Director.

 

Section 8. At all meetings of theBoard, four****(4) Directors shall constitute aquorum for the transaction of business and the act of a majority of theDirectors present at any meeting at which there is a quorum shall be the act ofthe Board of Directors, except as may be otherwise specifically provided bystatute or by the Certificates of Incorporation. If a quorum shall not bepresent at any meeting of the Board of Directors, the Directors present thereatmay adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present.

 

Section9. Unless otherwise restricted by the Certificate ofIncorporation or these Bylaws, any action required or permitted to be taken atany meeting of the Board of Directors or of any Committee thereof may be takenwithout a meeting, if all members of the Board or Committee, as the case maybe, consent thereto in writing, and the writing or writings are filed with theMinutes of proceedings of the Board or Committee.

 

Section10. Unless otherwise restricted by the Certificate ofIncorporation or these Bylaws, members of the Board of Directors, or anyCommittee designated by the Board of Directors, may participate in a meeting ofthe Board of Directors, or any Committee, by means of conference telephone orsimilar communications equipment by means of which all persons participating inthe meeting can hear each other, and such participation in a meeting shallconstitute presence in person at the meeting

 

COMMITTEES OF DIRECTORS

 

Section11. The Board of Directors may, by resolution passed by amajority of the whole Board, designate one or more

 

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Committees,each Committee to consist of one or more of the Directors of the Corporation.The Board may designate three or more Directors as alternate members of anyCommittee, who may replace any absent or disqualified member at any meeting ofthe Committee.

 

In the absence or disqualification of a member of aCommittee, the member or members thereof present at any meeting and notdisqualified from voting, whether or not he or they constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.

 

Any such Committee, to the extent provided in theresolution of the Board of Directors, shall have and may exercise all thepowers and authority of the Board of Directors in the management of thebusiness and affairs of the Corporation, and may authorize the seal of theCorporation to be affixed to all papers which may require it; but no suchCommittee shall have the power or authority in reference to amending theCertificate of Incorporation, (except that a Committee may, to the extentauthorized in the resolution or resolutions providing for the issuance ofshares of stock adopted by the Board of Directors as provided in Section 151(a)fix any of the preferences or rights of such shares relating to dividends,redemption, dissolution, any distribution of assets of the Corporation or theconversion into, or the exchange of such shares for, shares of any other classor classes or any other series of the same or any other class or classes ofstock of the Corporation) adopting an agreement of merger or consolidation,recommending to the Stockholders the sale, lease or exchange of all orsubstantially all of the Corporations property and assets, recommending to theStockholders a dissolution of the Corporation or a revocation of a dissolution,or amending the Bylaws of the Corporation; and, unless the resolution or theCertificate of Incorporation expressly so provide, no such Committee shall havethe power or authority to declare a dividend or to authorize the issuance ofstock or to adopt a certificate of ownership and merger. Such Committee orCommittees shall have such name or names as may be determined from time to timeby resolution adopted by the Board of Directors.

 

Section 12. Each Committee shallkeep regular Minutes of its meetings and report the same to the Board ofDirectors when required.

 

COMPENSATION OF DIRECTORS

 

Section 13. Unless otherwiserestricted by the Certificate of Incorporation or these Bylaws, the Board of

 

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Directorsshall have the authority to fix the compensation of Directors. The Directorsmay be paid their expenses, if any, of attendance at each meeting of the Boardof Directors and may be paid a fixed sum for attendance at each meeting of theBoard of Directors or a stated salary as Director. No such payment shallpreclude any Director from serving the Corporation in any other capacity andreceiving compensation therefore. Members of special or standing Committees maybe allowed like compensation for attending Committee meetings.

 

REMOVAL OF DIRECTORS

 

Section 14. Unless otherwiserestricted by the Certificate of Incorporation or by law, any Director or theentire Board of Directors may be removed, with or without cause, by the holdersof a majority of shares entitled to vote at an election of Directors.

 

ARTICLE V

 

NOTICES

 

Section 1. Whenever, under theprovisions of the statutes or of the Certificate of Incorporation or of theseBylaws, Notice is required to be given to any Director or Stockholder, it shallnot be construed to mean personal Notice, but such Notice may be given inwriting, by mail, addressed to such Director or Stockholder, at his address asit appears on the records of the Corporation, with postage thereon prepaid, andsuch Notice shall be deemed to be given at the time when the same shall bedeposited in the United States mail. Notice to Directors may also be given bytelegram.

 

Section 2. Whenever any Notice isrequired to be given under the provisions of the statutes or of the Certificateof Incorporation or of these Bylaws, a waiver thereof in writing, signed by theperson or persons entitled to said Notice, whether before or after the timestated therein, shall be deemed equivalent thereto.

 

ARTICLE VI

 

OFFICERS

 

Section 1. The Officers of theCorporation shall be chosen by the Board of Directors and shall be a President,a

 

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VicePresident, a Secretary and a Treasurer. The Board of Directors may also chooseadditional Vice Presidents, and one or more Assistant Secretaries and AssistantTreasurers. Any number of offices may be held by the same person, unless theCertificate of Incorporation or these Bylaws otherwise provide.

 

Section 2. The Board of Directors atits first meeting after each Annual Meeting of Stockholders shall choose aPresident, one or more Vice Presidents, a Secretary and a Treasurer.

 

Section 3. The Board of Directorsmay appoint such other Officers and agents as it shall deem necessary who shallhold their offices for such terms and shall exercise such powers and performsuch duties as shall be determined from time to time by the Board.

 

Section 4. The salaries of allOfficers and agents of the Corporation shall be fixed by the Board of Directors**.**

 

Section 5. The Officers of theCorporation shall hold office until their successors are chosen and qualify.Any Officer elected or appointed by the Board of Directors may be removed atany time by the affirmative vote of a majority of the Board of Directors. Anyvacancy occurring in any office of the Corporation shall be filled by the Boardof Directors.

 

THE PRESIDENT

 

Section 6. The President shall bethe Chief Executive Officer of the Corporation, shall preside at all meetingsof the stockholders and the Board of Directors, shall have general and activemanagement of the business of the Corporation and shall see that all orders andresolutions of the Board of Directors are carried into effect.

 

Section 7. He shall execute bonds,mortgages and other contracts requiring a seal, under the seal of theCorporation, except where required or permitted by law to be otherwise signedand executed and except where the signing and execution thereof shall beexpressly delegated by the Board of Directors to some other officer or agent ofthe Corporation.

 

THE VICE PRESIDENTS

 

Section 8. In the absence of thePresident or in the event of his inability or refusal to act the Vice President(or in the event there be more than one Vice President, the Vice Presidents inthe order designated by the Directors, or in the absence of any designation,then in the order of their election) shall perform the duties of the President,and when so acting, shall have all the powers of and be subject to all therestrictions upon the President. The Vice Presidents shall perform such otherduties and have such other powers as the Board of Directors may from time totime prescribe.

 

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THE SECRETARY AND ASSISTANT SECRETARY

 

Section 9. The Secretary shallattend all meetings of the Board of Directors and all meetings of theStockholders and record all the proceedings of the meetings of the Corporationand of the Board of Directors in a book to be kept for that purpose and shallperform like duties for the standing Committees when required.  He shall give, or cause to be given, Noticeof all meetings of the Stockholders and special meetings of the Board ofDirectors, and shall perform such other duties as may be prescribed by theBoard of Directors or President, under whose supervision he shall be. He shallhave custody of the corporate seal of the Corporation and he, or an AssistantSecretary, shall have authority to affix the same to any instrument requiringit and when so affixed, it may be attested by his signature or by the signatureof such Assistant Secretary. The Board of Directors may give general authorityto any other Officer to affix the seal of the Corporation and to attest theaffixing by his signature.

 

Section 10. The Assistant Secretary,or if there be more than one, the Assistant Secretaries in the order determinedby the Board of Directors (or if there be no such determination, then in theorder of their election) shall, in the absence of the Secretary or in the eventof his inability or refusal to act, perform the duties and exercise the powersof the Secretary and shall perform such other duties and have such other powersas the Board of Directors may from time to time prescribe.

 

THE TREASURER ANDASSISTANT TREASURER

 

Section 11. The Treasurer shall havethe custody of the corporate funds and securities and shall keep full andaccurate accounts of receipts and disbursements in books belonging to theCorporation and shall deposit all moneys and other valuable effects in the nameand to the credit of the Corporation in such depositories as may be designatedby the Board of Directors.

 

Section 12. He shall disburse thefunds of the Corporation as may be ordered by the Board of Directors, taking propervouchers for such disbursements, and shall render to the President and theBoard of Directors, at its regular meetings, or when the Board of Directors sorequires, an account of all his transactions as Treasurer and of the financialcondition of the Corporation.

 

Section 13. If required by the Boardof Directors, he shall give the Corporation a bond (which shall be renewedevery

 

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sixyears) in such sum and with such surety or sureties as shall be satisfactory tothe Board of Directors for the faithful performance of the duties of his officeand for the restoration to the Corporation, in case of his death, resignation,retirement or removal from office, of all books, papers, vouchers, money andother property of whatever kind in his possession or under his controlbelonging to the Corporation.

 

Section 14. The Assistant Treasurer,or if there shall be more than one, the Assistant Treasurers in the orderdetermined by the Board of Directors (or if there be no such determination,then in the order of their election) shall, in the absence of the Treasurer orin the event of his inability or refusal to act, perform the duties andexercise the powers of the Treasurer and shall perform such other duties and havesuch other powers as the Board of Directors may from time to time prescribe.

 

ARTICLE VII

 

CERTIFICATES FOR SHARES

 

Section 1. The shares of theCorporation shall be represented by a certificate or shall be uncertificated.Certificates shall be signed by, or in the name of the Corporation by, theChairman or Vice Chairman of the Board of Directors, or the President or a VicePresident and the Treasurer or an Assistant Treasurer, or the Secretary or anAssistant Secretary of the Corporation.

 

Upon the face or back of each stock certificate issuedto represent any partly paid shares, or upon the books and records of theCorporation in the case of uncertificated partly paid shares, shall be setforth the total amount of the consideration to be paid therefore and the amountpaid thereon shall be stated.

 

Within a reasonable time after the issuance ortransfer of uncertificated stock, the Corporation shall send to the registeredowner thereof a written Notice containing the information required to be setforth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a)or a statement that the Corporation will furnish without charge to eachStockholder who so requests the powers, designations, preferences and relativeparticipating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights.

 

Section 2. Any of or all thesignatures on a certificate may be facsimile. In case any Officer, TransferAgent or Registrar who has signed or whose facsimile signature

 

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hasbeen placed upon a certificate shall have ceased to be such Officer, TransferAgent or Registrar before such certificate is issued, it may be issued by theCorporation with the same effect as if he were such Officer, Transfer Agent orRegistrar at the date of issue.

 

LOST CERTIFICATES

 

Section 3. The Board of Directorsmay direct a new certificate or certificates or uncertificated shares to be issuedin place of any certificate or certificates entitled thereto and thetransaction shall be recorded upon the books of the Corporation.

 

FIXING RECORD DATE

 

Section 4 . In order that theCorporation may determine the Stockholders entitled to Notice of or to vote atany meeting of Stockholders or any adjournment thereof, or to express consentto corporate action in writing without a meeting, or entitled to receivepayment of any dividend or other distribution or allotment of any rights, orentitled to exercise any rights in respect of any change, conversion orexchange of stock or for the purpose of any other lawful action, the Board ofDirectors may fix, in advance, a record date, which shall not be more thansixty (60) nor less than ten (10) days before the date of such meeting, normore than sixty (60) days prior to any other action. A determination ofStockholders of record entitled to Notice of or to vote at a meeting ofStockholders shall apply to any adjournment of the meeting; provided, however, thatthe Board of Directors may fix a new record date for the adjourned meeting.

 

REGISTERED STOCKHOLDERS

 

Section5. The Corporation shall be entitled to recognize theexclusive right of a person. registered on its books as the owner of shares toreceive dividends, and to vote as such owner, and to hold liable for calls andassessments a person registered on its books as the owner of shares, and shallnot be bound to recognize any equitable or other claim to or interest in suchshare or shares on the part of any other person, whether or not it shall haveexpress or other Notice thereof, except as otherwise provided by the laws ofDelaware.

 

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ARTICLE VIII

 

GENERAL PROVISIONS

 

DIVIDENDS

 

Section 1. Dividends upon thecapital stock of the Corporation, subject to the provisions of the Certificateof Incorporation, if any, may be declared by the Board of Directors at anyregular or special meeting, pursuant to law. Dividends may be paid in cash, inproperty, or in shares of the capital stock, subject to the provisions of theCertificate of Incorporation.

 

Section 2. Before payment of anydividend, there may be set aside out of any funds of the Corporation availablefor dividends such sum or sums as the Directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining anyproperty of the Corporation, or for such other purpose as the Directors shallthink conducive to the interest of the Corporation, and the Directors maymodify or abolish any such reserve in the manner in which it was created.

 

ANNUAL STATEMENT

 

Section 3. The Board of Directorsshall present at each Annual Meeting, and at any special meeting of theStockholders when called for by vote of the Stockholders, a full and clearstatement of the business and condition of the Corporation.

 

CHECKS

 

Section 4. All checks or demands formoney and notes of the Corporation shall be signed by such Officer or Officersor such other person or persons as the Board of Directors may from time to timedesignate.

 

FISCAL YEAR

 

Section 5. The fiscal year of theCorporation shall be fixed by resolution of the Board of Directors.

 

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SEAL

 

Section 6.The corporate seal shall have inscribed thereon the name of the Corporation,the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or afacsimile thereof to be impressed or affixed or reproduced or otherwise.

 

INDEMNIFICATION

 

Section 7.01.  Actions Other Than by or in the Right of theCorporation.

 

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 orproceedings, 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 or as a member of any committee or similar body, 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 anyaction, suit or proceeding by judgment, order, settlement, conviction, or upona plea of nolo contendere or its equivalent, shall not, of itself, create apresumption that the person did not act in good faith and in a manner which hereasonably 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.

 

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Section 7.02.  Actions by or in the Right of theCorporation.

 

The Corporation shall indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending orcompleted action or suit by or in the right of the Corporation to procure ajudgment in its favor by reason of the fact that he is or was a director,officer, employee or agent of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, employee, or agent ofanother corporation, partnership, joint venture, trust or other enterprise, oras a member of any committee or similar body, against expenses (includingattorneys’ fees) actually and reasonably incurred by him in connection with thedefense or settlement of such action or suit if he acted in good faith and in amanner he reasonably believed to be in, or not opposed to, the best interestsof the Corporation, except that no indemnification shall be made in respect ofany claim, issue or matter as to which such person shall have been adjudged tobe liable to the Corporation unless and only to the extent that the Court ofChancery or the court in which such action or suit was brought shall determineupon application that, despite the adjudication of liability but in view of allthe circumstances of the case, such person is fairly and reasonably entitled toindemnity for such expenses which the Court of Chancery or such other courtshall deem proper.

 

Section 7.03.  Determination of Right of Indemnification.

 

Anyindemnification under Section 7.01 or 7.02 (unless ordered by a court) shall bemade by the Corporation only as authorized in the specific case upon adetermination that indemnification of the director, officer, employee or agentis proper in the circumstances because he has met the applicable standard ofconduct set forth in Sections 7.01 or 7.02. Such determination shall be made(i) by the Board by a majority vote of a quorum consisting of directors whowere not parties to such action, suit or proceeding, or (ii) if such a quorumis not obtainable, or, even if obtainable, a quorum of disinterested directors sodirects, by independent legal counsel in a written opinion or (iii) by thestockholders.

 

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Section 7.04.  Indemnification Against Expenses ofSuccessful Party.

 

Notwithstanding the other provisions of this Article,to the extent that a director, officer, employee or agent of the Corporationhas been successful on the merits or otherwise in defense of any action, suitor proceeding referred to in Section 7.01 or 7.02, or in defense of any claim,issue or matter therein, he shall be indemnified against expenses (includingattorneys’ fees) actually and reasonably incurred by him in connectiontherewith.

 

Section7.05.   Advance ofExpenses.

 

Expenses incurred in defending a civil or criminalaction, suit or proceeding may be paid by the Corporation in advance of thefinal disposition of such action, suit or proceeding as authorized by the Boardupon receipt of an undertaking by or on behalf of the director or officer, torepay such amount if it shall ultimately be determined that he is not entitledto be indemnified by the Corporation as authorized in this Article. Suchexpenses incurred by other employees and agents may be so paid upon such termsand conditions, if any, as the Board deems appropriate.

 

Section7.06.   Other Rightsand Remedies.

 

The indemnification and advancement of expensesprovided by, or granted pursuant to, the other Sections of this Article shallnot be deemed exclusive and are declared expressly to be nonexclusive of anyother rights to which those seeking indemnification or advancement of expensesmay be entitled under any bylaw, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his officialcapacity and as to action in another capacity while holding such office.

 

Section7.07.   Insurance.

 

Upon resolution passed by the Board, the Corporationmay purchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the Corporation, or is or was serving atthe request

 

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of theCorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise or as a member of anycommittee or similar body against any liability asserted against him andincurred 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 Article.

 

Section7.08.  Employee BenefitPlans.

 

For purposes of this Section 7 to Article VIII,references to “other enterprises” shall include employer 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, employeeor agent of the Corporation which imposes duties on, or involves services by,such director, officer, employee, or agent with respect to an employee benefitplan, its participants or beneficiaries; and a person who acted in good faithand in a manner he reasonably believed to be in the interest of theparticipants and beneficiaries of an employee benefit plan shall be deemed tohave acted in a manner “not opposed to the best interests of the Corporation”as referred to in this Section 7 of Article VIII.

 

Section7.09.  Broadest LawfulIndemnification.

 

In. addition to the foregoing, the Corporation shall,to the broadest and maximum extent permitted by Delaware law, as the sameexists from time to time (but, in case of any amendment to or change inDelaware law, only to the extent that such amendment or change permits theCorporation to provide broader rights of indemnification than is permitted tothe Corporation prior to such amendment or change), indemnify each person whowas or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrativeor investigative by reason of the fact that he is or was a director or officerof the Corporation, 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), judgments, fines and amounts paid in settlement actually and reasonablyincurred by him in connection with such action, suit or proceeding. Inaddition, the Corporation shall, to the broadest and maximum extent permittedby Delaware law, as the same may exist from time to

 

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time (but, in case of anyamendment to or change in Delaware law,, only to the extent that such amendmentor change permits the Corporation to provide broader rights of payment ofexpenses incurred in advance of the final disposition-of an action, suit orproceeding than is permitted to the Corporation prior to such amendment orchange), pay to such person any and all expenses (including attorneys’ fees)incurred in defending or settling any such action, suit or proceeding inadvance of the final disposition of such action, suit or proceeding uponreceipt of an undertaking by or on behalf of the director or officer, to repaysuch amount if it shall ultimately be determined by a final judgment or otherfinal adjudication that he is not entitled to be indemnified by the Corporationas authorized in this Section 7.09. The first sentence of this Section 7.09 tothe contrary notwithstanding, the Corporation shall not indemnify any suchperson with respect to any of**.**the followingmatters: (i) remuneration paid to such person if it shall be determined by afinal judgment or other final adjudication that such remuneration was inviolation of law; or (ii) any accounting of profits made from the purchase orsale by such person of the Corporation’s securities within the meaning ofSection 16(b) of the Securities Exchange Act of 1934 and amendments thereto orsimilar provisions of any federal, state or local statutory law; or (iii)action brought about or contributed to by the dishonesty of such person, if afinal judgment or other final adjudication adverse to such person establishesthat acts of active and deliberate dishonesty were committed or attempted bysuch person with actual dishonest purpose and intent and were material to theadjudication; or (iv) actions based on or attributable to such person havinggained any personal profit or advantage to which he was not entitled, in theevent that a final judgment or other final adjudication adverse to such personestablishes that such person in fact gained such personal profit or otheradvantage to which he was not entitled; or (v) any matter in respect of which afinal decision by a court with competent jurisdiction shall determine thatindemnification is unlawful; provided, however, that the Corporation shallperform its obligations under the second sentence of this Section 7..09 onbehalf -of such person until such time as it shall be ultimately determined bya final judgment or other final adjudication that he is not entitled to beindemnified by the Corporation as authorized by the first sentence of thisSection 7.09 by virture of any of the preceding clauses (i), (ii), (iii), (iv),or (v).

 

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Section7.10.  Term.

 

The indemnification and advance of expenses providedby, or granted pursuant to, this Section shall, unless otherwise provided whenauthorized or ratified, continue as to a person who has ceased to be adirector, officer, employee or agent and shall inure to the benefit of theheirs, executors and administrators of such a person.

 

Section7.11.  Severability.

 

If any part of this Section 7 shall be found, in anyaction, suit or proceeding or appeal therefrom or in any other circumstances oras to any particular officer, director, employee or agent to be unenforceable,ineffective or invalid for any reason, the enforceability, effect and validityof the remaining parts or of such parts in other circumstances shall not beaffected, except as otherwise required by applicable law.

 

Section7.12.  Amendments.

 

The foregoing provisions of this Section 7 shall bedeemed to constitute an agreement between the Corporation and each of thepersons entitled to indemnification hereunder, for as long as such provisionsremain in effect. Any amendment to the foregoing provisions of this Section 7which limits or otherwise adversely affects the scope of indemnification orrights of any such persons here under shall, as to such persons, apply only toclaims arising, or causes of action based on actions or events occurring, aftersuch amendment and delivery of notice of such amendment is given to the personor persons so affected. Until notice of such amendment is given to the personor persons whose rights hereunder are adversely affected, such amendment shallhave no effect on such rights of such persons hereunder. Any person entitled toindemnification under the foregoing provisions of this Section 7 shall as toany act or omission occurring prior to the date of receipt of such notice, beentitled to indemnification to the same extent as had such provisions continuedas Bylaws of the Corporation without such amendment.

 

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ARTICLE IX

 

AMENDMENTS

 

Section 1.  These Bylaws may be altered, amended orrepealed or new Bylaws may be adopted by the Stockholders or by the Board ofDirectors, when such power is conferred upon the Board of Directors by theCertificate of Incorporation at any regular meeting of the Stockholders or ofthe Board of Directors or at any special meeting of the Stockholders or of theBoard of Directors if Notice of such alteration, amendment, repeal or adoptionof new Bylaws be contained in the Notice of such special meeting. If the powerto adopt, amend or repeal Bylaws is conferred upon the Board of Directors bythe Certificate of Incorporation, it shall not divest or limit the power of theStockholders to adopt, amend or repeal Bylaws, except to the extent provided inthe Certificate of Incorporation .

 

... the End ...

 

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