AMENDED
      AND RESTATED BYLAWS, AS AMENDED





OF





PRESTIGE
      BRANDS HOLDINGS, INC.





A
      DELAWARE CORPORATION


(Adopted
      as of June 24, 2004; Amended and Restated as of February 3, 2005;


Amended
      as of June 23, 2006)





ARTICLE
      I





OFFICES





SECTION
      1. REGISTERED OFFICE. The registered office of Prestige Brands Holdings, Inc.
      (the "CORPORATION") in the State of Delaware shall be located at 9 East
      Loockerman Street, #1B, in the City of Dover, County of Kent, 19901. The name
      of
      the Corporation's registered agent at such address shall be National Registered
      Agents, Inc. The registered office and/or registered agent of the Corporation
      may be changed from time to time by action of the Board of Directors of the
      Corporation (the "BOARD OF DIRECTORS").





SECTION
      2. OTHER OFFICES. The Corporation may also have offices at such other places,
      both within and without the State of Delaware, as the Board of Directors may
      from time to time determine or the business of the Corporation may
      require.





ARTICLE
      II





MEETINGS
      OF STOCKHOLDERS





SECTION
      1. PLACE OF MEETINGS. The Board of Directors may designate any place, either
      within or without the State of Delaware, as the place of meeting for any annual
      meeting or for any special meeting.





SECTION
      2. ANNUAL MEETING. An annual meeting of stockholders shall be held each year
      and
      stated in a notice of meeting or in a duly executed waiver thereof. The date,
      time and place of such meeting shall be determined by the chief executive
      officer of the Corporation; PROVIDED THAT if the chief executive officer does
      not act, the Board of Directors shall determine the date, time, and place of
      such meeting. At such annual meeting, the stockholders shall elect, by a
      plurality vote, a Board of Directors and transact such other business as may
      properly be brought before the meeting.





SECTION
      3. SPECIAL MEETINGS. Special meetings of the stockholders may only be called
      in
      the manner provided in the Corporation's certificate of incorporation as then
      in
      effect (the "CERTIFICATE OF INCORPORATION").





SECTION
      4. NOTICE OF MEETINGS. Whenever stockholders are required or permitted to take
      action at a meeting, written notice of each annual and special meeting of
      stockholders








stating
      the date, time and place of the meeting, and, in the case of a special meeting,
      the purpose or purposes for which the meeting is called, shall be given to
      each
      stockholder of record entitled to vote thereat not less than 10 nor more than
      60
      days before the date of the meeting. Business transacted at any special meeting
      of stockholders shall be limited to the purposes stated in the notice. Notice
      shall be given personally or by mail and, if by mail, shall be sent in a postage
      prepaid envelope, addressed to the stockholder at his, her or its address as
      the
      same appears on the records of the Corporation. Notice by mail shall be deemed
      given at the time when the same shall be deposited in the United States mail,
      postage prepaid. Notice of any meeting shall not be required to be given to
      any
      person who attends such meeting, except when such person attends the meeting
      in
      person or by proxy for the express purpose of objecting, at the beginning of
      the
      meeting, to the transaction of any business because the meeting is not lawfully
      called or convened, or who, either before or after the meeting, shall submit
      a
      signed written waiver of notice, in person or by proxy. Neither the business
      to
      be transacted at, nor the purpose of, an annual or special meeting of
      stockholders need be specified in any written waiver of notice.




SECTION
      5. LIST OF STOCKHOLDERS. The officer having charge of the stock ledger of the
      Corporation shall prepare and make, at least 10 days before each
      meeting of stockholders, a complete list of the stockholders entitled to vote
      at
      the meeting, arranged in alphabetical order, showing the address of and the
      number of shares registered in the name of each stockholder. Such list shall
      be
      open to the examination of any stockholder, for any purpose germane to the
      meeting for a period
      of
      at least 10 days prior to the meeting: (a) on a reasonably accessible electronic
      network, provided that the information required to gain access to such list
      is
      provided with the notice of the meeting, or (b) during ordinary business hours,
      either at a place within the city where the meeting is to be held, which place
      shall be specified in the notice of the meeting or, if not so specified, at
      the
      place where the meeting is to be held. The list shall also be produced and
      kept
      at the time and place of the meeting during the whole time thereof, and may
      be
      inspected by any stockholder who is present.





SECTION
      6. QUORUM; ADJOURNMENTS. The holders of a majority of the voting power of the
      issued and outstanding stock of the Corporation entitled to vote thereat,
      present in person or represented by proxy, shall constitute a quorum for the
      transaction of business at all meetings of stockholders, except as otherwise
      provided by statute or by the Certificate of Incorporation. If, however, such
      quorum shall not be present or represented by proxy at any meeting of
      stockholders, the stockholders entitled to vote thereat, present in person
      or
      represented by proxy, shall have the power to adjourn the meeting from time
      to
      time, without notice other than announcement at the meeting, until a quorum
      shall be present or represented by proxy. At such adjourned meeting at which
      a
      quorum shall be present or represented by proxy, any business may be transacted
      which might have been transacted at the meeting as originally called. If the
      adjournment is for more than 30 days, or, if after adjournment a new record
      date
      is set, a notice of the adjourned meeting shall be given to each stockholder
      of
      record entitled to vote at the meeting.





SECTION
      7. ORGANIZATION. At each meeting of stockholders, the Chairman of the Board,
      if
      one shall have been elected, or, in his absence or if one shall not have been
      elected, the chief executive officer shall act as chairman of the meeting.
      The
      secretary or, in his absence or





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inability
      to act, the person whom the chairman of the meeting shall appoint secretary
      of
      the meeting shall act as secretary of the meeting and keep the minutes
      thereof.





SECTION
      8. ORDER OF BUSINESS. The order of business at all meetings of the stockholders
      shall be as determined by the chairman of the meeting.





SECTION
      9. VOTING. Except as otherwise provided by the Certificate of Incorporation,
      the
      General Corporation Law of the State of Delaware or the certificate of
      designation relating to any outstanding class or series of preferred stock,
      each
      stockholder of the Corporation shall be entitled at each meeting of stockholders
      to one vote for each share of capital stock of the Corporation standing in
      his
      name on the record of stockholders of the Corporation:





(a)
      on
      the date fixed pursuant to the provisions of Section 13 of Article II of these
      Bylaws as the record date for the determination of the stockholders who shall
      be
      entitled to notice of and to vote at such meeting; or





(b)
      if no
      such record date shall have been so fixed, then at the close of business on
      the
      day next preceding the day on which notice thereof shall be given, or, if notice
      is waived, at the close of business on the date next preceding the day on which
      the meeting is held.





Each
      stockholder entitled to vote at any meeting of stockholders may authorize
      another person or persons to act for him by a proxy which is in writing or
      transmitted as permitted by law, including, without limitation, electronically,
      via telegram, internet, interactive voice response system, or other means of
      electronic transmission executed or authorized by such stockholder or his
      attorney-in-fact, but no proxy shall be voted after three years from its date,
      unless the proxy provides for a longer period. Any such proxy shall be delivered
      to the secretary of the meeting at or prior to the time designated in the order
      of business for so delivering such proxies. Any proxy transmitted electronically
      shall set forth information from which it can be determined by the secretary
      of
      the meeting that such electronic transmission was authorized by the stockholder.
      When a quorum is present at any meeting, the vote of the holders of a majority
      of the voting power of the issued and outstanding stock of the Corporation
      entitled to vote thereon, present and voting, in person or represented by proxy,
      shall decide any question brought before such meeting, unless the question
      is
      one upon which by express provision of statute or of the Certificate of
      Incorporation or of these Bylaws, a different vote is required, in which case
      such express provision shall govern and control the decision of such question.
      Unless required by statute, or determined by the chairman of the meeting to
      be
      advisable, the vote on any question need not be by ballot. On a vote by ballot,
      each ballot shall be signed by the stockholder voting, or by his proxy, if
      there
      be such proxy, and shall state the number of shares voted and the number of
      votes to which each share is entitled.





SECTION
      10. INSPECTORS. The Board of Directors may, in advance of any meeting of
      stockholders, appoint one or more inspectors to act at such meeting or any
      adjournment thereof. If any of the inspectors so appointed shall fail to appear
      or act, the chairman of the meeting shall, or if inspectors shall not have
      been
      appointed, the chairman of the meeting may, appoint one or more inspectors.
      Each
      inspector, before entering upon the discharge of his duties, shall take and
      sign
      an oath faithfully to execute the duties of inspector at such meeting with
      strict impartiality





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and
      according to the best of his ability. The inspectors shall determine the number
      of shares of capital stock of the Corporation outstanding and the voting power
      of each, the number of shares represented at the meeting, the existence of
      a
      quorum, the validity and effect of proxies, and shall receive votes, ballots
      or
      consents, hear and determine all challenges and questions arising in connection
      with the right to vote, count and tabulate all votes, ballots or consents,
      determine the results, and do such acts as are proper to conduct the election
      or
      vote with fairness to all stockholders. On request of the chairman of the
      meeting, the inspectors shall make a report in writing of any challenge, request
      or matter determined by them and shall execute a certificate of any fact found
      by them. No director or candidate for the office of director shall act as an
      inspector of an election of directors. Inspectors need not be
      stockholders.





SECTION
      11. ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS.





(a)
      Only
      persons who are nominated in accordance with the procedures set forth in these
      Bylaws shall be eligible to serve as directors. Nominations of persons for
      election to the Board of Directors of the Corporation may be made at a meeting
      of stockholders (i) by or at the direction of the Board of Directors (or any
      duly authorized committee thereof) or (ii) by any stockholder of the Corporation
      who was a stockholder of record at the time of giving of notice provided for
      in
      this Bylaw, who is entitled to vote generally in the election of directors
      at
      the meeting and who shall have complied with the notice procedures set forth
      below in Section 11(b).





(b)
      In
      order for a stockholder to nominate a person for election to the Board of
      Directors of the Corporation at a meeting of stockholders, such stockholder
      shall have delivered timely notice of such stockholder's intent to make such
      nomination in writing to the secretary of the Corporation. To be timely, a
      stockholder's notice to the secretary must be delivered to or mailed and
      received at the principal executive offices of the Corporation (i) in the case
      of an annual meeting, not less than 90 nor more than 120 days prior to the
      date
      of the first anniversary of the previous year's annual meeting; PROVIDED,
      HOWEVER, that in the event the annual meeting is scheduled to be held on a
      date
      more than 30 days prior to or delayed by more than 60 days after such
      anniversary date, notice by the stockholder in order to be timely must be so
      received not later than the close of business on the 10th day following the
      earlier of the day on which notice of the date of the meeting was mailed or
      public disclosure of the meeting was made and (ii) in the case of a special
      meeting at which directors are to be elected, not later than the close of
      business on the 10th day following the earlier of the day on which notice of
      the
      date of the meeting was mailed or public disclosure of the meeting was made.
      To
      be in proper form, a stockholder's notice shall set forth (i) as to each person
      whom the stockholder proposes to nominate for election as a director at such
      meeting (A) the name, age, business address and residence address of the person,
      (B) the principal occupation or employment of the person, (C) the class or
      series and number of shares of capital stock of the Corporation which are owned
      beneficially or of record by the person and (D) any other information relating
      to the person that would be required to be disclosed in a proxy statement or
      other filings required to be made in connection with solicitations of proxies
      for election of directors pursuant to Regulation 14A under the Securities
      Exchange Act of 1934, as amended (the "EXCHANGE ACT"); and (ii) as to the
      stockholder giving the notice (A) the name and record address of such
      stockholder, (B) the class or series and number of shares of capital stock
      of
      the Corporation which are owned beneficially or of record





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by
      such
      stockholder, (C) a description of all arrangements or understandings between
      such stockholder and each proposed nominee and any other person or persons
      (including their names) pursuant to which the nomination(s) are to be made
      by
      such stockholder, (D) a representation that such stockholder intends to appear
      in person or by proxy at the meeting to nominate the persons named in its notice
      and (E) any other information relating to such stockholder that would be
      required to be disclosed in a proxy statement or other filings required to
      be
      made in connection with solicitations of proxies for election of directors
      pursuant to Regulation 14A under the Exchange Act. Such notice must be
      accompanied by a written consent of each proposed nominee to being named as
      a
      nominee and to serve as a director if elected. For purposes of this section,
      "PUBLIC DISCLOSURE" shall mean disclosure in a Current Report on Form 8-K (or
      any successor form) or in a press release reported by Dow Jones News Service,
      Associated Press or a comparable national news service.





(c)
      No
      person shall be eligible to serve as a director of the Corporation unless
      nominated in accordance with the procedures set forth in this section. The
      chairman of the meeting shall, if the facts warrant, determine and declare
      to
      the meeting that a nomination was not made in accordance with the procedures
      prescribed by this section, and if he should so determine, he shall so declare
      to the meeting and the defective nomination shall be disregarded. A stockholder
      seeking to nominate a person to serve as a director must also comply with all
      applicable requirements of the Exchange Act, and the rules and regulations
      thereunder with respect to the matters set forth in this section.





SECTION
      12. ADVANCE NOTICE PROVISIONS FOR OTHER BUSINESS TO BE CONDUCTED AT AN ANNUAL
      MEETING. At an annual meeting of the stockholders, only such business shall
      be
      conducted as shall have been properly brought before the meeting. To be properly
      brought before an annual meeting, business must be (i) specified in the notice
      of meeting (or any supplement thereto) given by or at the direction of the
      Board
      of Directors (or any duly authorized committee thereof), (ii) brought before
      the
      meeting by or at the direction of the Board of Directors (or any duly authorized
      committee thereof) or (iii) otherwise properly brought before the meeting by
      a
      stockholder. For business to be properly brought before an annual meeting by
      a
      stockholder, the stockholder must have given timely notice thereof in writing
      to
      the secretary of the Corporation. To be timely, a stockholder's notice to the
      secretary must be delivered to or mailed and received at the principal executive
      offices of the Corporation not less than 90 nor more than 120 days prior to
      the
      date of the first anniversary of the previous year's annual meeting; PROVIDED,
      HOWEVER, that in the event the annual meeting is scheduled to be held on a
      date
      more than 30 days prior to or delayed by more than 60 days after such
      anniversary date, notice by the stockholder in order to be timely must be so
      received not later than the 10th day following the day on which notice of the
      date of the annual meeting was mailed or public disclosure of the date of the
      annual meeting was made, whichever occurs first. To be in proper form, a
      stockholder's notice to the secretary shall set forth as to each matter the
      stockholder proposes to bring before the annual meeting (i) a brief description
      of the business desired to be brought before the annual meeting, (ii) the name
      and address, as they appear on the Corporation's books, of the stockholder
      proposing such business, (iii) the class and number of shares of the Corporation
      which are beneficially owned by the stockholder, (iv) any material interest
      of
      the stockholder in such business and (v) a representation that such stockholder
      intends to appear in person or by proxy at the annual meeting to bring such
      business before the meeting.





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Notwithstanding
      anything in these Bylaws to the contrary, no business shall be conducted at
      an
      annual meeting except in accordance with the procedures set forth in this
      section. The presiding officer of an annual meeting shall, if the facts warrant,
      determine and declare to the meeting that business was not properly brought
      before the meeting and in accordance with the provisions of this section; if
      he
      should so determine, he shall so declare to the meeting and any such business
      not properly brought before the meeting shall not be transacted. For purposes
      of
      this section, "PUBLIC DISCLOSURE" shall mean disclosure in a Current Report
      on
      Form 8-K (or any successor form) or in a press release reported by Dow Jones
      News Service, Associated Press or a comparable national news service. Nothing
      in
      this section shall be deemed to affect any rights of stockholders to request
      inclusion of proposals in the Corporation's proxy statement pursuant to Rule
      14a-8 under the Exchange Act.





SECTION
      13. ACTION BY WRITTEN CONSENT. Whenever the vote of stockholders at a meeting
      thereof is required or permitted to be taken for or in connection with any
      corporate action by any provision of the General Corporation Law of the State
      of
      Delaware, the Certificate of Incorporation or these Bylaws, the meeting and
      vote
      of stockholders may be dispensed with, and the action taken without such meeting
      and vote, if a consent in writing, setting forth the action so taken, shall
      be
      signed by the holders of the outstanding stock having not less than the minimum
      number of votes that would be necessary to authorize or take such action at
      a
      meeting at which all shares of stock of the Corporation entitled to vote thereon
      were present and voted. The consent shall be delivered to the Corporation by
      delivery to its registered office in the State of Delaware, or the Corporation's
      principal place of business, or an officer or agent of the Corporation having
      custody of the book or books in which the proceedings of meetings of the
      stockholders are recorded. Delivery made to the Corporation's registered office
      shall be by hand or by certified or registered mail, return receipt requested;
      PROVIDED, HOWEVER, that no consent delivered by certified or registered mail
      shall be deemed delivered until such consent is actually received at the
      Corporation's registered office. All consents properly delivered in accordance
      with this Section 13 shall be deemed to be recorded when so delivered. No
      written consent shall be effective to take the corporate action referred to
      therein unless, within 60 days of the earliest dated consent delivered to the
      Corporation as required by this Section 13, written consents signed by the
      holders of a sufficient number of shares to take such corporate action are
      so
      recorded. Prompt notice of the taking of the corporate action without a meeting
      by less than unanimous written consent shall be given to those stockholders
      who
      have not consented in writing. Any action taken pursuant to such written consent
      of the stockholders shall have the same force and effect as if taken by the
      stockholders at a meeting thereof.





SECTION
      14. FIXING A RECORD DATE. In order that the Corporation may determine the
      stockholders entitled to notice of or to vote at any meeting of stockholders
      or
      any adjournment thereof, or entitled to receive payment of any dividend or
      other
      distribution or allotment of any rights, or entitled to exercise any rights
      in
      respect of any change, conversion or exchange of stock or for the purpose of
      any
      other lawful action, the Board of Directors may fix, in advance, a record date,
      which shall not be more than 60 nor less than 10 days before the date of such
      meeting, nor more than 60 days prior to any other action. If no record date
      is
      fixed by the Board of Directors, the record date for determining stockholders
      entitled to notice of or to vote at a meeting of stockholders shall be the
      close
      of business on the day next preceding the day on which notice is given, or
      if
      notice is waived, at the close of business on the day next preceding the day
      on
      which





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the
      meeting is held. A determination of stockholders of record entitled to notice
      of
      or to vote at a meeting of stockholders shall apply to any adjournment of the
      meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new record
      date for the adjourned meeting.





In
      order
      that the Corporation may determine the stockholders entitled to consent to
      corporate action in writing without a meeting, the Board of Directors may fix
      a
      record date, which record date shall not precede the date upon which the
      resolution fixing the record date is adopted by the Board of Directors, and
      which date shall not be more than 10 days after the date upon which the
      resolution fixing the record date is adopted by the Board of Directors. Any
      stockholder of record seeking to have the stockholders authorize or take
      corporate action by written consent shall, by written notice to the secretary,
      request the Board of Directors to fix a record date. Such notice shall specify
      the action proposed to be consented to by stockholders. The Board of Directors
      shall promptly, but in all events within 10 days after the date on which such
      a
      request is received, adopt a resolution fixing the record date. If no record
      date has been fixed by the Board of Directors within 10 days after the date
      on
      which such a request is received, the record date for determining stockholders
      entitled to consent to corporate action in writing without a meeting, when
      no
      prior action by the Board of Directors is required by applicable law, shall
      be
      the first date on which a signed written consent setting forth the action taken
      or proposed to be taken is delivered to the Corporation. Such delivery to the
      Corporation shall be made to its registered office in the State of Delaware,
      its
      principal place of business, or any officer or agent of the Corporation having
      custody of the book in which proceedings of meetings of stockholders are
      recorded, to the attention of the secretary of the Corporation. Such delivery
      shall be by hand or by certified or registered mail, return receipt requested.
      If no record date has been fixed by the Board of Directors and prior action
      by
      the Board of Directors is required by applicable law, the record date for
      determining stockholders entitled to consent to corporate action in writing
      without a meeting shall be the close of business on the date on which the Board
      of Directors adopts the resolution taking such prior action.





In
      the
      event of delivery to the Corporation of a written consent or written consents
      purporting to authorize or take corporate action, and/or related revocation
      or
      revocations, (each such written consent and related revocation, individually
      and
      collectively, a "CONSENT"), the secretary of the Corporation shall provide
      for
      the safekeeping of such Consent and shall as soon as practicable thereafter
      conduct such reasonable investigation as the secretary deems necessary or
      appropriate for the purpose of ascertaining the validity of such Consent and
      all
      matters incident thereto, including, without limitation, whether holders of
      shares having the requisite voting power to authorize or take the action
      specified in the Consent have given consent. If after such investigation the
      secretary shall determine that the Consent is sufficient and valid, that fact
      shall be certified on the records of the Corporation kept for the purpose of
      recording the proceedings of meetings of the stockholders, and the Consent
      shall
      be filed in such records, at which time the Consent shall become effective
      as
      stockholder action.





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ARTICLE
      III





DIRECTORS





SECTION
      1. GENERAL POWERS. The business and affairs of the Corporation shall be managed
      by or under the direction of the Board of Directors. The Board of Directors
      may
      exercise all such authority and powers of the Corporation and do all such lawful
      acts and things as are not by statute or the Certificate of Incorporation
      directed or required to be exercised or done by the stockholders.





SECTION
      2. ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be held
      without other notice than this Bylaw immediately after, and at the same place
      as, the annual meeting of stockholders.





SECTION
      3. REGULAR MEETINGS AND SPECIAL MEETINGS. Regular meetings, other than the
      annual meeting, of the Board of Directors may be held without notice at such
      time and at such place as shall from time to time be determined by resolution
      of
      the Board of Directors. Special meetings of the Board of Directors may be called
      by the chairman of the board, the president (if the president is a director)
      or
      upon the written request of at least a majority of the directors then in
      office.





SECTION
      4. NOTICE OF MEETINGS. Notice of regular meetings of the Board of Directors
      need
      not be given except as otherwise required by law or these Bylaws. Notice of
      each
      special meeting of the Board of Directors, and of each regular and annual
      meeting of the Board of Directors for which notice shall be required, shall
      be
      given by the secretary as hereinafter provided in this Section 4, in which
      notice shall be stated the time and place of the meeting. Except as otherwise
      required by these Bylaws, such notice need not state the purposes of such
      meeting. Notice of any special meeting, and of any regular or annual meeting
      for
      which notice is required, shall be given to each director at least (a)
      twenty-four (24) hours before the meeting if by telephone or by being personally
      delivered or sent by telex, telecopy, email or similar means or (b) five (5)
      days before the meeting if delivered by mail to the director's residence or
      usual place of business. Such notice shall be deemed to be delivered when
      deposited in the United States mail so addressed, with postage prepaid, or
      when
      transmitted if sent by telex, telecopy, email or similar means. Neither the
      business to be transacted at, nor the purpose of, any special meeting of the
      Board of Directors need be specified in the notice or waiver of notice of such
      meeting. Any director may waive notice of any meeting by a writing signed by
      the
      director entitled to the notice and filed with the minutes or
      corporate records.





SECTION
      5. WAIVER OF NOTICE AND PRESUMPTION OF ASSENT. Any member of the Board of
      Directors or any committee thereof who is present at a meeting shall be
      conclusively presumed to have waived notice of such meeting except when such
      member attends for the express purpose of objecting at the beginning of the
      meeting to the transaction of any business because the meeting is not lawfully
      called or convened. Such member shall be conclusively presumed to have assented
      to any action taken unless his or her dissent shall be entered in the minutes
      of
      the meeting or unless his or her written dissent to such action shall be filed
      with the person acting as the secretary of the meeting before the adjournment
      thereof or shall be forwarded by registered





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mail
      to
      the secretary of the Corporation immediately after the adjournment of the
      meeting. Such right to dissent shall not apply to any member who voted in favor
      of such action.





SECTION
      6. CHAIRMAN OF THE BOARD, QUORUM, REQUIRED VOTE AND ADJOURNMENT. The Board
      of
      Directors shall elect, by the affirmative vote of a majority of the total number
      of directors then in office, a chairman of the board, who shall preside at
      all
      meetings of the stockholders and Board of Directors at which he or she is
      present and shall have such powers and perform such duties as the Board of
      Directors may from time to time prescribe. If the chairman of the board is
      not
      present at a meeting of the stockholders or the Board of Directors, the
      president (if the president is a director and is not also the chairman of the
      board) shall preside at such meeting, and, if the president is not present
      at
      such meeting, a majority of the directors present at such meeting shall elect
      one of their members to so preside. A majority of the total number of directors
      then in office shall constitute a quorum for the transaction of business. Unless
      by express provision of an applicable law, the Certificate of Incorporation
      or
      these Bylaws a different vote is required, the vote of a majority of directors
      present at a meeting at which a quorum is present shall be the act of the Board
      of Directors. If a quorum shall not be present at any meeting of the Board
      of
      Directors, the directors present thereat may adjourn the meeting from time
      to
      time, without notice other than announcement at the meeting, until a quorum
      shall be present.





SECTION
      7. COMMITTEES. The Board of Directors (i) may, by resolution passed by a
      majority of the entire Board of Directors, designate one or more committees,
      including an executive committee, consisting of one or more of the directors
      of
      the Corporation, and (ii) shall during such period of time as any securities
      of
      the Corporation are listed on the New York Stock Exchange (the "NYSE"), by
      resolution passed by a majority of the entire Board of Directors, designate
      all
      committees required by the rules and regulations of the NYSE. The Board of
      Directors may designate one or more directors as alternate members of any
      committee, who may replace any absent or disqualified member at any meeting
      of
      the committee. Except to the extent restricted by applicable law or the
      Certificate of Incorporation, each such committee, to the extent provided in
      the
      resolution creating it, shall have and may exercise all the powers and authority
      of the Board of Directors. Each such committee shall serve at the pleasure
      of
      the Board of Directors as may be determined from time to time by resolution
      adopted by the Board of Directors or as required by the rules and regulations
      of
      the NYSE, if applicable. Each committee shall keep regular minutes of its
      meetings and report the same to the Board of Directors upon
      request.





SECTION
      8. COMMITTEE RULES. Each committee of the Board of Directors may fix its own
      rules of procedure and shall hold its meetings as provided by such rules, except
      as may otherwise be provided by a resolution of the Board of Directors
      designating such committee. Unless otherwise provided in such a resolution,
      the
      presence of at least a majority of the members of the committee shall be
      necessary to constitute a quorum. Unless otherwise provided in such a
      resolution, in the event that a member and that member's alternate, if
      alternates are designated by the Board of Directors, of such committee is or
      are
      absent or disqualified, the member or members thereof present at any meeting
      and
      not disqualified from voting, whether or not such member or members constitute
      a
      quorum, may unanimously appoint another member of the Board of Directors to
      act
      at the meeting in place of any such absent or disqualified member.





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SECTION
      9. COMMUNICATIONS EQUIPMENT. Members of the Board of Directors or any committee
      thereof may participate in and act at any meeting of such board or committee
      through the use of a conference telephone or other communications equipment
      by
      means of which all persons participating in the meeting can hear and speak
      with
      each other, and participation in the meeting pursuant to this section shall
      constitute presence in person at the meeting.





SECTION
      10. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by the Certificate
      of
      Incorporation, any action required or permitted to be taken at any meeting
      of
      the Board of Directors, or of any committee thereof, may be taken without a
      meeting if all members of such board or committee, as the case may be, consent
      thereto in writing, and the writing or writings are filed with the minutes
      of
      proceedings of the board or committee.





SECTION
      11. COMPENSATION. The Board of Directors shall have the authority to fix the
      compensation, including fees and reimbursement of expenses, of directors for
      services to the Corporation in any capacity.





SECTION
      12. RELIANCE ON BOOKS AND RECORDS. A member of the Board of Directors, or a
      member of any committee designated by the Board of Directors shall, in the
      performance of such person's duties, be fully protected in relying in good
      faith
      upon records of the Corporation and upon such information, opinions, reports
      or
      statements presented to the Corporation by any of the Corporation's officers
      or
      employees, or committees of the Board of Directors, or by any other person
      as to
      matters the member reasonably believes are within such other person's
      professional or expert competence and who has been selected with reasonable
      care
      by or on behalf of the Corporation.





ARTICLE
      IV





OFFICERS





SECTION
      1. NUMBER. The officers of the Corporation shall be elected by the Board of
      Directors and shall consist of a chairman of the board, a chief executive
      officer, a president, one or more vice-presidents, a secretary, a chief
      financial officer and such other officers and assistant officers as may be
      deemed necessary or desirable by the Board of Directors. Any number of offices
      may be held by the same person, except that neither the chief executive officer
      nor the president shall also hold the office of secretary. In its discretion,
      the Board of Directors may choose not to fill any office for any period as
      it
      may deem advisable, except that the offices of president and secretary shall
      be
      filled as expeditiously as possible.





SECTION
      2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected
      annually by the Board of Directors at its first meeting held after each annual
      meeting of stockholders or as soon thereafter as convenient. Vacancies may
      be
      filled or new offices created and filled at any meeting of the Board of
      Directors. Each officer shall hold office until a successor is duly elected
      and
      qualified or until his or her earlier death, resignation or removal as
      hereinafter provided.





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SECTION
      3. REMOVAL. Any officer or agent elected by the Board of Directors may be
      removed by the Board of Directors at its discretion, but such removal shall
      be
      without prejudice to the contract rights, if any, of the person so
      removed.





SECTION
      4. VACANCIES. Any vacancy occurring in any office because of death, resignation,
      removal, disqualification or otherwise may be filled by the Board of
      Directors.





SECTION
      5. COMPENSATION. Compensation of all executive officers shall be approved by
      the
      Board of Directors, and no officer shall be prevented from receiving such
      compensation by virtue of his or her also being a director of the Corporation;
      PROVIDED HOWEVER, that compensation of some or all executive officers may be
      determined by a committee established for that purpose if so authorized by
      the
      unanimous vote of the Board of Directors or as required by applicable law or
      regulation, including any exchange or market upon which the Corporation's
      securities are then listed for trading or quotation.





SECTION
      6. CHAIRMAN OF THE BOARD. The chairman of the board shall preside at all
      meetings of the stockholders and of the Board of Directors and shall have such
      other powers and perform such other duties as may be prescribed to him or her
      by
      the Board of Directors or provided in these Bylaws.





SECTION
      7. CHIEF EXECUTIVE OFFICER. The chief executive officer shall have the powers
      and perform the duties incident to that position. Subject to the powers of
      the
      Board of Directors and the chairman of the board, the chief executive officer
      shall be in the general and active charge of the entire business and affairs
      of
      the Corporation, and shall be its chief policy making officer. The chief
      executive officer shall have such other powers and perform such other duties
      as
      may be prescribed by the Board of Directors or provided in these Bylaws. The
      chief executive officer is authorized to execute bonds, mortgages and other
      contracts requiring a seal, under the seal of the Corporation, except where
      required or permitted by law to be otherwise signed and executed and except
      where the signing and execution thereof shall be expressly delegated by the
      Board of Directors to some other officer or agent of the Corporation. Whenever
      the president is unable to serve, by reason of sickness, absence or otherwise,
      the chief executive officer shall perform all the duties and responsibilities
      and exercise all the powers of the president.





SECTION
      8. THE PRESIDENT. The president of the Corporation shall, subject to the powers
      of the Board of Directors, the chairman of the board and the chief executive
      officer, have general charge of the business, affairs and property of the
      Corporation, and control over its officers, agents and employees. The president
      shall see that all orders and resolutions of the Board of Directors are carried
      into effect. The president is authorized to execute bonds, mortgages and other
      contracts requiring a seal, under the seal of the Corporation, except where
      required or permitted by law to be otherwise signed and executed and except
      where the signing and execution thereof shall be expressly delegated by the
      Board of Directors to some other officer or agent of the Corporation. The
      president shall have such other powers and perform such other duties as may
      be
      prescribed by the chairman of the board, the chief executive officer, the Board
      of Directors or as may be provided in these Bylaws.





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SECTION
      9. VICE-PRESIDENTS. The vice-president, or if there shall be more than one,
      the
      vice-presidents in the order determined by the Board of Directors or the
      chairman of the board, shall, in the absence or disability of the president,
      act
      with all of the powers and be subject to all the restrictions of the president.
      The vice-presidents shall also perform such other duties and have such other
      powers as the Board of Directors, the chairman of the board, the chief executive
      officer, the president or these Bylaws may, from time to time, prescribe. The
      vice-presidents may also be designated as executive vice-presidents or senior
      vice-presidents, as the Board of Directors may from time to time
      prescribe.





SECTION
      10. THE SECRETARY AND ASSISTANT SECRETARIES. The secretary shall attend all
      meetings of the Board of Directors (other than executive sessions thereof)
      and
      all meetings of the stockholders and record all the proceedings of the meetings
      in a book or books to be kept for that purpose or shall ensure that his or
      her
      designee attends each such meeting to act in such capacity. Under the chairman
      of the board's supervision, the secretary shall give, or cause to be given,
      all
      notices required to be given by these Bylaws or by law; shall have such powers
      and perform such duties as the Board of Directors, the chairman of the board,
      the chief executive officer, the president or these Bylaws may, from time to
      time, prescribe; and shall have custody of the corporate seal of the
      Corporation. The secretary, or an assistant secretary, shall have authority
      to
      affix the corporate seal to any instrument requiring it and when so affixed,
      it
      may be attested by his or her signature or by the signature of such assistant
      secretary. The Board of Directors may give general authority to any other
      officer to affix the seal of the Corporation and to attest the affixing by
      his
      or her signature. The assistant secretary, or if there be more than one, any
      of
      the assistant secretaries, shall in the absence or disability of the secretary,
      perform the duties and exercise the powers of the secretary and shall perform
      such other duties and have such other powers as the Board of Directors, the
      chairman of the board, the chief executive officer, the president, or secretary
      may, from time to time, prescribe.





SECTION
      11. THE CHIEF FINANCIAL OFFICER. The chief financial officer shall have the
      custody of the corporate funds and securities; shall keep full and accurate
      all
      books and accounts of the Corporation as shall be necessary or desirable in
      accordance with applicable law or generally accepted accounting principles;
      shall deposit all monies and other valuable effects in the name and to the
      credit of the Corporation as may be ordered by the chairman of the board or
      the
      Board of Directors; shall cause the funds of the Corporation to be disbursed
      when such disbursements have been duly authorized, taking proper vouchers for
      such disbursements; and shall render to the Board of Directors, at its regular
      meeting or when the Board of Directors so requires, an account of the
      Corporation; shall have such powers and perform such duties as the Board of
      Directors, the chairman of the board, the chief executive officer, the president
      or these Bylaws may, from time to time, prescribe.





SECTION
      12. OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. Officers, assistant officers
      and agents, if any, other than those whose duties are provided for in these
      Bylaws, shall have such authority and perform such duties as may from time
      to
      time be prescribed by resolution of the Board of Directors.





SECTION
      13. ABSENCE OR DISABILITY OF OFFICERS. In the case of the absence or disability
      of any officer of the Corporation and of any person hereby authorized to act
      in
      such officer's





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place
      during such officer's absence or disability, the Board of Directors may by
      resolution delegate the powers and duties of such officer to any other officer
      or to any director, or to any other person selected by it.





ARTICLE
      V





CERTIFICATES
      OF STOCK





SECTION
      1. FORM. The shares of stock of the Corporation shall be represented by
      certificates, PROVIDED that the Board of Directors may provide by resolution
      or
      resolutions that some or all of any or all classes or series of stock of the
      Corporation shall be uncertificated shares of stock. Notwithstanding the
      adoption of such a resolution by the Board of Directors, every holder of stock
      represented by a certificate and, upon request, every holder of uncertificated
      shares shall be entitled to have a certificate, signed by, or in the name of
      the
      Corporation by the chairman of the board, the chief executive officer or the
      president and the secretary or an assistant secretary of the Corporation,
      certifying the number of shares owned by such holder in the Corporation. If
      such
      a certificate is countersigned (i) by a transfer agent or an assistant transfer
      agent other than the Corporation or its employee or (ii) by a registrar, other
      than the Corporation or its employee, the signature of any such chairman of
      the
      board, chief executive officer, president, secretary or assistant secretary
      may
      be facsimiles. In case any officer or officers who have signed, or whose
      facsimile signature or signatures have been used on, any such certificate or
      certificates shall cease to be such officer or officers of the Corporation
      whether because of death, resignation or otherwise before such certificate
      or
      certificates have been delivered by the Corporation, such certificate or
      certificates may nevertheless be issued and delivered as though the person
      or
      persons who signed such certificate or certificates or whose facsimile signature
      or signatures have been used thereon had not ceased to be such officer or
      officers of the Corporation. All certificates for shares shall be consecutively
      numbered or otherwise identified. The name of the person to whom the shares
      represented thereby are issued, with the number of shares and date of issue,
      shall be entered on the books of the Corporation. Shares of stock of the
      Corporation shall only be transferred on the books of the Corporation by the
      holder of record thereof or by such holder's attorney duly authorized in
      writing, upon surrender to the Corporation of the certificate or certificates
      for such shares endorsed by the appropriate person or persons, with such
      evidence of the authenticity of such endorsement, transfer, authorization and
      other matters as the Corporation may reasonably require, and accompanied by
      all
      necessary stock transfer stamps. In that event, it shall be the duty of the
      Corporation to issue a new certificate to the person entitled thereto, cancel
      the old certificate or certificates and record the transaction on its books.
      The
      Board of Directors may appoint a bank or trust company organized under the
      laws
      of the United States or any state thereof to act as its transfer agent or
      registrar, or both in connection with the transfer of any class or series of
      securities of the Corporation. The Board of Directors may make such additional
      rules and regulations, not inconsistent with these Bylaws, as it may deem
      expedient concerning the issue, transfer and registration of certificates for
      shares of stock of the Corporation.





SECTION
      2. LOST CERTIFICATES. The Corporation may issue or direct a new certificate
      or
      certificates to be issued in place of any certificate or certificates previously
      issued by the Corporation alleged to have been lost, stolen or destroyed, upon
      the making of an affidavit of that





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fact
      by
      the person claiming the certificate of stock to be lost, stolen or destroyed.
      When authorizing such issue of a new certificate or certificates, the
      Corporation may, in its discretion and as a condition precedent to the issuance
      thereof, require the owner of such lost, stolen or destroyed certificate or
      certificates, or his or her legal representative, to give the Corporation a
      bond
      sufficient to indemnify the Corporation against any claim that may be made
      against the Corporation on account of the loss, theft or destruction of any
      such
      certificate or the issuance of such new certificate.





SECTION
      3. REGISTERED STOCKHOLDERS. Prior to the surrender to the Corporation of the
      certificate or certificates for a share or shares of stock with a request to
      record the transfer of such share or shares, the Corporation may treat the
      registered owner as the person entitled to receive dividends, to vote, to
      receive notifications and otherwise to exercise all the rights and powers of
      an
      owner. The Corporation shall not be bound to recognize any equitable or other
      claim to or interest in such share or shares on the part of any other person,
      whether or not it shall have express or other notice thereof.





ARTICLE
      VI





GENERAL
      PROVISIONS





SECTION
      1. DIVIDENDS. Dividends upon the capital stock of the Corporation, subject
      to
      the provisions of the Certificate of Incorporation, if any, may be declared
      by
      the Board of Directors at any regular or special meeting, in accordance with
      applicable law. Dividends may be paid in cash, in property or in shares of
      the
      capital stock, subject to the provisions of applicable law and the Certificate
      of Incorporation. Before payment of any dividend, there may be set aside out
      of
      any funds of the Corporation available for dividends such sum or sums as the
      directors from time to time, in their absolute discretion, think proper as
      a
      reserve or reserves to meet contingencies, or for equalizing dividends, or
      for
      repairing or maintaining any property of the Corporation, or any other purpose
      and the directors may modify or abolish any such reserve in the manner in which
      it was created.





SECTION
      2. CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts or other orders for
      the
      payment of money of the Corporation shall be signed, endorsed or accepted in
      the
      name of the Corporation by such officer, officers, person or persons as from
      time to time may be designated by the Board of Directors or by an officer or
      officers authorized by the Board of Directors to make such
      designation.





SECTION
      3. CONTRACTS. In addition to the powers otherwise granted to officers pursuant
      to ARTICLE IV hereof, the Board of Directors may authorize any officer or
      officers, or any agent or agents, of the Corporation to enter into any contract
      or to execute and deliver any instrument in the name of and on behalf of the
      Corporation, and such authority may be general or confined to specific
      instances.





SECTION
      4. LOANS. Subject to compliance with applicable law (including the
      Sarbanes-Oxley Act of 2002, as amended), the Corporation may lend money to,
      or
      guarantee any obligation of, or otherwise assist any officer or other employee
      of the Corporation or of its





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subsidiaries,
      including any officer or employee who is a director of the Corporation or its
      subsidiaries, whenever, in the judgment of the directors, such loan, guaranty
      or
      assistance may reasonably be expected to benefit the Corporation. The loan,
      guaranty or other assistance may be with or without interest, and may be
      unsecured, or secured in such manner as the Board of Directors shall approve,
      including, without limitation, a pledge of shares of stock of the Corporation.
      Nothing in this section shall be deemed to deny, limit or restrict the powers
      of
      guaranty or warranty of the Corporation at common law or under any
      statute.





SECTION
      5. FISCAL YEAR. The fiscal year of the Corporation shall end on March 31 of
      each
      fiscal year and may thereafter be changed by resolution of the Board of
      Directors.





SECTION
      6. CORPORATE SEAL. The Board of Directors may provide a corporate seal which
      shall be in the form of a circle and shall have inscribed thereon the name
      of
      the Corporation and the words "Corporate Seal, Delaware." The seal may be used
      by causing it or a facsimile thereof to be impressed or affixed or reproduced
      or
      otherwise. Notwithstanding the foregoing, no seal shall be required by virtue
      of
      this Section.





SECTION
      7. VOTING SECURITIES OWNED BY CORPORATION. Voting securities in any other
      Corporation held by the Corporation shall be voted by the chief executive
      officer, the president or a vice-president, unless the Board of Directors
      specifically confers authority to vote with respect thereto, which authority
      may
      be general or confined to specific instances, upon some other person or officer.
      Any person authorized to vote securities shall have the power to appoint
      proxies, with general power of substitution.





SECTION
      8. INSPECTION OF BOOKS AND RECORDS. The Board of Directors shall have power
      from
      time to time to determine to what extent and at what times and places and under
      what conditions and regulations the accounts and books of the Corporation,
      or
      any of them, shall be open to the inspection of the stockholders; and no
      stockholder shall have any right to inspect any account or book or document
      of
      the Corporation, except as conferred by the laws of the State of Delaware,
      unless and until authorized so to do by resolution of the Board of Directors
      or
      of the stockholders of the Corporation.





SECTION
      9. SECTION HEADINGS. Section headings in these Bylaws are for convenience of
      reference only and shall not be given any substantive effect in limiting or
      otherwise construing any provision herein.





SECTION
      10. INCONSISTENT PROVISIONS. In the event that any provision of these Bylaws
      is
      or becomes inconsistent with any provision of the Certificate of Incorporation,
      the General Corporation Law of the State of Delaware or any other applicable
      law, the provision of these Bylaws shall not be given any effect to the extent
      of such inconsistency but shall otherwise be given full force and
      effect.





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ARTICLE
      VII





AMENDMENTS





In
      furtherance and not in limitation of the powers conferred by statute, the Board
      of Directors of the Corporation is expressly authorized to make, alter, amend,
      change, add to or repeal these Bylaws by the affirmative vote of a majority
      of
      the total number of directors then in office. Any alteration or repeal of these
      Bylaws by the stockholders of the Corporation shall be done solely in accordance
      with the terms of the Corporation’s Certificate of Incorporation.








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