EXHIBIT 3.2


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 and September 2, 2009)





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 orinability 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





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 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 impartialityand 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).





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(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 recordby 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





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 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.








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





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 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
whichthe 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





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 meetings
of the stockholders, and the Consent shall be filed in such records, at which
time the Consent shall become effective as stockholder
action.




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 (if one shall have been elected), the lead director
(if one shall have been elected), the president (if the president is a director)
or upon the 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 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.





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SECTION
6. QUORUM, REQUIRED VOTE AND ADJOURNMENT.  The chairman of the board,
if one shall have been elected, or in his absence or if one shall not have been
elected, the lead director, if one shall have been designated, or if a lead
director shall not have been designated or in the absence of the lead director,
the president (if the president is a director and is not also the chairman of
the board) shall preside at such meetings, 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.




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.





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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 (which shall be an
optional office), 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.




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, if one shall have been
elected, 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.





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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 (if one shall have been
elected), 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 (if one shall have been
elected) 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 (if one shall
have been elected), the chief executive officer, the Board of Directors or as
may be provided in these Bylaws.





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 (if one shall have been elected), 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 (if one shall have been elected), 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
supervision of the chairman of the board or, if one has not been elected, the
chief executive officer, 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 (if
one shall have been elected), 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





-10-
 Board of
Directors, the chairman of the board (if one shall have been elected), 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, if
one has not been elected, the chief executive officer 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 (if
one shall have been elected), 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'splace 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 (if one shall have been elected), 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 (if one shall have been elected),
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





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 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 thatfact 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





-12-
 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 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.