Exhibit 3 (c)

**HANOVER FOODS CORPORATION**

**Amended and Restated Bylaws**

These Bylaws are supplemental to the PennsylvaniaBusiness Corporation Law of 1988, as the same shallfrom time to time be in effect.

| **ARTICLE I.**     **GENERAL** |
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| **Section 1.**     **Office.** |

The principal office of Hanover      Foods Corporation (the “Corporation”) shall be in Penn Township,      York County, Pennsylvania.

| **Section 2.**     **Seal.** |
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The Corporation shall have a common      seal containing the words “Hanover Foods Corporation – Pennsylvania” in      a circle within which the word “SEAL” is contained. 

| **Section 3.**     **Fiscal Year.** |
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The fiscal year of the Corporation      shall end with the close of business on Sunday nearest May 3lst.

| **ARTICLE II.**     **SHAREHOLDERS** |
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| **Section 1.**     **Place of Shareholders’ Meetings.** |

All meetings of the shareholders      shall be held at such place or places, inside or outside the Commonwealth      of Pennsylvania, as determined by the Board of Directors from time to time. 

| **Section 2.**     **Annual Shareholders’ Meeting.** |
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The annual meeting of the shareholders      for the election of directors and the transaction of such other business      as may properly come before such meeting shall be held at such time and      place as determined by the Board of Directors. Any business which is a      proper subject for shareholder action may be transacted at the annual meeting,      irrespective of whether the notice of said meeting contains any reference      thereto, except as otherwise provided by applicable law.

| **Section 3.**     **Special Meetings of Shareholders.** |
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Special meetings of the shareholders      may be called at any time by the Board of Directors or the Chairman or      the Chief Executive Officer or as provided by applicable law. 

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| **Section 4.**     **Conduct of Shareholders’ Meetings.** |
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The Chairman shall preside at all      shareholders’ meetings. In the absence of the Chairman, the Chief Executive      Officer shall preside, or in his absence, the Secretary shall preside or,      in his absence, any officer designated by the Board of Directors shall      preside. The officer presiding over the shareholders’ meeting may establish      such rules and regulations for the conduct of the meeting as he or she      may deem to be reasonably necessary or desirable for the orderly and expeditious      conduct of the meeting. Unless the officer presiding over the shareholders’      meeting otherwise requires, shareholders need not vote by ballot on any      questions. 

| **Section 5.**     **Proposals by Shareholders.** |
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Any proposal by a shareholder which      is to be submitted for consideration by shareholders at such meeting must      be submitted by June 1 of the year in which the annual shareholders meeting      is to be held All late proposals shall be disregarded by the Chairman of      the meeting. Notwithstanding the foregoing, even if a shareholder proposal      is submitted before the June 1 deadline, the Chairman of the annual meeting      shall not be required to submit the proposal to the shareholders if the      Chairman is advised by legal counsel that such proposal is not required      to be submitted to shareholders under the Pennsylvania Business Corporation      Law of 1988 (which, as amended from time to time, is hereafter called the “BCL”). 

| **ARTICLE III.**     **DIRECTORS** |
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| **Section 1.**     **Management by Board of Directors.** |

The business and affairs of the      Corporation shall be managed by its Board of Directors who need not be      residents of the Commonwealth of Pennsylvania or shareholders of the Corporation.      The Board of Directors may exercise all such powers of the Corporation      and do all such lawful acts and things as are not by statute, regulation,      the Amended and Restated Articles of Incorporation (the “Articles”)      or these Amended and Restated Bylaws (the “Bylaws”) directed      or required to be exercised or done by the shareholders. 

| **Section 2.**     **Nomination for Directors.** |
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Nominations for election to the      Board of Directors may be made by the Board of Directors or by any shareholder      of a class of stock entitled to vote for the election of directors. Nominations,      other than those made by or on behalf of the Board of Directors, shall      be made in writing, and shall be delivered to the Secretary in writing      not later than June I of the calendar year in which the meeting to      elect the director or directors is to be held. A nomination, other than      those      made by or on behalf of the Board of Directors, shall contain or be accompanied      by the following: 

|  | (1) | The name and address of each proposed nominee; |
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|  | (2)    | The qualifications of each proposed nominee; |

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|  | (3) | All other information required by Schedule 14A adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934; and |
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|  | (4)    | Written confirmation executed by the proposed nominee that such proposed nominee has agreed to serve if elected. |

Nominations not made in accordance      with this Section shall be disregarded by the Chairman of the meeting and      the judge or judges of Election shall disregard all votes cast for that      nominee. Notwithstanding the foregoing, if the number of directors to be      elected is increased subsequent to the June 1 deadline, the deadline for      the submission of nominations for director by shareholders pursuant to      this section shall be 15 calendar days after the Corporation mails notice      of the meeting at which the additional directors are to be elected. 

| **Section 3.**     **Number and Classification of Directors.** |
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The Board of Directors shall consist      of not less than seven (7) and not more than fifteen (15) directors. The      Board of Directors may exercise all such powers of the Corporation and      do all such lawful acts and things as are not by statute or by the Articles      or by these Bylaws directed or required to be exercised or done by the      shareholders. The Board of Directors shall be divided into four (4) classes,      as described in the Articles. The Board of Directors shall be divided into      four (4) classes, as nearly equal in number as possible, known as Class      A, consisting of three (3) directors, Class B, consisting of two (2) directors,      Class C, consisting of two (2) directors, and Class D, consisting of two      (2) directors. In all other respects the provisions of Article 7 of the      Articles shall continue in full force and effect and this amendment shall      not alter the terms of members of each class. 

| **Section 4.**     **Resignations of Directors.** |
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Any director may resign at any      time. Such resignation shall be in writing, but the acceptance thereof      shall not be necessary to make it effective. 

| **Section 5.**     **Compensation of Directors.** |
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No director shall be entitled to      any salary, as such, but the Board of Directors may fix, from time to time,      a reasonable annual fee for acting, as a director and a reasonable fee      to be paid each director for his or her services in attending meetings      of the Board or committees thereof. 

| **Section 6.**     **Regular Meetings.** |
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Regular meetings of the Board of      Directors shall be held on such day, at such hour, and at such place, consistent      with applicable law, as the Board shall from time to time designate or      as may be designated in any notice from the Secretary calling the meeting.      The Board of Directors shall meet for reorganization at the first regular      meeting following the annual meetings of shareholders at which the directors      are elected. Notice need not be given of regular meetings of the Board      of Directors which are held at the time and place designated by the Board      of Directors. If a regular meeting is not to be held at the time and place      designated by the Board of Directors, notice of such meeting, which need      not specify the business to be transacted thereat and which may be either      oral or written, shall be given by the Secretary to each member of the      Board at least twenty-four hours before the time of the meeting.

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| **Section 7.**     **Special Meetings.** |
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Special meetings of the Board of      Directors may be called by the Chairman and shall be called whenever a      majority of the members of the Board so request in writing. A special meeting      of the Board of Directors shall be deemed to be any meeting other than      the regular meeting of the Board of Directors. Notice of the time and place      of every special meeting, which need not specify the business to be transacted      thereat and which may be either oral or written, shall be given by the      Secretary to each member of the Board at least twenty-four hours before      the time of such meeting. 

| **Section 8.**     **Committees.** |
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The following committees of the      Board of Directors may be established by the Board of Directors in addition      to any other committee the Board of Directors may in its discretion establish:      (a) Audit Committee; and (b) Compensation Committee. 

| **Section 9.**     **Audit Committee.** |
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The Audit Committee shall consist      of at least two (2) directors, each of whom shall be independent. Meetings      of the Audit Committee may be called at any time by the Chairman of the      Audit Committee and shall be called whenever two or more members of the      Committee so request in writing. The Audit Committee shall have the following      authority, powers and responsibilities: 

(a)     To    select each year the independent accountants to audit the annual financial    statements of the Corporation and its consolidated subsidiaries and to review    the fees charged for such audits or for special engagements given to suchaccountants; 

(b)     To    meet with the independent accountants, Chairman, Chief Executive Officer,    Chief Financial Officer and any other Corporation executives as the Audit    Committee deems appropriate at such times as the Audit Committee shall determine    to review: (i) the scope of the audit plan; (ii) the Corporation’s financial    statements; (iii) the results of external and internal audits; (iv) the effectiveness    of the Corporation’s system of internal controls; (v) any limitations imposed    by Corporation personnel on the independent public accountants; and (vi)such other matters as the Audit Committee shall deem appropriate; 

(c)     To    report to the entire Board at such time as the Audit Committee shall determine;and

(d)     To    take such other action as the Audit Committee shall deem necessary or appropriateto assure that the interests of the Corporation are adequately protected.

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| **Section 10.**     **Compensation Committee.** |
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The Compensation Committee shall      consist of at least two (2) directors. Meetings of the Committee may be      called at any time by the Chairman of the Committee and shall be called      whenever two or more members of the Committee so request in-writing. The      Committee shall review compensation of executive officers and make recommendations      to the Board of Directors regarding executive compensation and shall have      such other duties as the Board of Directors prescribes. 

| **Section 11.**     **Appointment of Committee Members.** |
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The Board of Directors shall appoint      or shall establish a method of appointing the members of the Audit and      Compensation Committees and of any other committee established by the Board      of Directors, and the Chairman of each such committee, to serve until the      next annual meeting of shareholders. 

| **Section 12.**     **Absentee Participation in Meetings.** |
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A director may participate in a      meeting of the Board of Directors or a meeting of a committee established      by the Board of Directors by use of a conference telephone or similar communications      equipment, by means of which all persons participating in the meeting can      hear each other. 

| **ARTICLE III.**     **OFFICERS** |
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| **Section 1.**     **Officers**. |

The officers of the Corporation      shall be a Chairman, a Chief Executive Officer, a President, one or more      Vice Presidents, a Secretary, a Treasurer, and such other officers and      assistant officers as the Board of Directors may from time to time deem      advisable. Except for the Chairman, Chief Executive Officer, President,      Secretary and Treasurer, the Board may refrain from filling any of the      said offices at any time and from time to time. The same individual may      hold any two or more offices. The following officers shall be elected by      the Board of Directors at the time, in the manner and for such terms as      the Board of Directors from time to time shall determine: Chairman, Chief      Executive Officer, President, Secretary, and Treasurer. The Chairman may      appoint such other officers and assistant officers as he may deem advisable      provided such officers or assistant officers have a title no higher than      Vice President, who shall hold office for such periods as the Chairman      shall determine. Any officer may be removed at any time, with or without      cause, and regardless of the term for which such officer was elected. 

| **Section 2.**     **Chairman.** |
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The Chairman shall be a member      of the Board of Directors and shall preside at the meetings of the Board      and shareholders and perform such other duties as may be prescribed by      the Board of Directors.

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| **Section 3.**     **Chief Executive Officer.** |
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The Chief Executive Officer shall      have general supervision of all of the departments and business of the      Corporation; he or she shall prescribe the duties of the other officers      and employees and see to the proper performance thereof. The Chief Executive      Officer shall be responsible for having all orders and resolutions of the      Board of Directors carried into effect. The Chief Executive Officer shall      execute on behalf of the Corporation and may affix or cause to be affixed      a seal to all authorized documents and instruments requiring such execution,      except to the extent that signing and execution thereof shall have been      delegated to some other officer or agent of the Corporation by the Board      of Directors or by the Chief Executive Officer. The Chief Executive Officer      shall be a member of the Board of Directors. In the absence or disability      of the Chairman or his or her refusal to act, the Chief Executive Officer      shall preside at meetings of the Board. In general, the Chief Executive      Officer shall perform all the duties and exercise all the powers and authorities      incident to his or her office or as prescribed by the Board of Directors. 

| **Section 4.**     **President.** |
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The President shall perform such      duties as are incident to his or her office or prescribed by the Board      of Directors or the Chief Executive Officer. In the event of the absence      or disability of the Chief Executive Officer or his or her refusal to act,      the President shall perform the duties and have the powers and authorities      of the Chief Executive Officer. The President shall execute on behalf of      the Corporation and may affix or cause to be affixed a seal to all authorized      documents and instruments requiring such execution, except to the extent      that signing and execution thereof shall have been delegated to some other      officer or agent of the Corporation by the Board of Directors or the President. 

| **Section 5.**     **Vice Presidents.** |
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The Vice Presidents shall perform      such duties, do such acts and be subject to such supervision as may be      prescribed by the Board of Directors, the Chief Executive Officer and President.      In the event of the absence or disability of the Chief Executive Officer      and the President or their refusal to act, the Vice Presidents, in the      order of their rank, and within the same rank in the order of their seniority,      shall perform the duties and have the powers and authorities of the Chief      Executive Officer and President, except to the extent inconsistent with      applicable law. 

| **Section 6.**     **Secretary.** |
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The Secretary shall act under the      supervision of the Chief Executive Officer and President or such other      officer as the Chief Executive Officer and President may designate. Unless      a designation to the contrary is made at a meeting, the Secretary shall      attend all meetings of the Board of Directors and all meetings of the shareholders      and record all of the proceedings of such meetings in a book to be kept      for that purpose, and shall perform like duties for the standing committees      when required by these Bylaws or otherwise. The Secretary shall keep a      seal of the Corporation, and, when authorized by the Board of Directors,      Chief Executive Officer and President, cause the seal to be affixed to      any documents and instruments requiring it. The Secretary shall perform      such other duties as may be prescribed by the Board of Directors, Chief      Executive Officer and President or such other supervising officer as the      Chief Executive Officer and President may designate.

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| **Section 7.**     **Treasurer.** |
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The Treasurer shall act under the      supervision of the Chief Executive Officer and President or such other      officer as the Chief Executive Officer and President may designate. The      Treasurer shall have custody of the Corporation’s funds and such other      duties as may be prescribed by the Board of Directors, Chief Executive      Officer and President or such other supervising officer as the Chief Executive      Officer and President may designate. 

| **Section 8.**     **Assistant Officers.** |
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Unless otherwise provided by the      Board of Directors, each assistant officer shall perform such duties as      shall be prescribed by the Board of Directors, Chief Executive Officer      and President or the officer to whom he or she is an assistant. In the      event of the absence or disability of an officer or his or her refusal      to act, his or her assistant officers shall, in the order of their rank,      and within the same rank in the order of their seniority, have the powers      and authorities of such officer. 

| **Section 9.**     **General Powers.** |
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The officers are authorized to      do and perform such corporate acts as are necessary in the carrying on      of the business of the Corporation, subject always to the directions of      the Board of Directors. 

| **ARTICLE IV.**     **PERSONAL LIABILITY AND INDEMNIFICATION** |
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| **Section 1.**     **Personal Liability of Directors.** |

(a)     A      director of this Corporation shall not be personally liable, as such, for      monetary damages for any action taken, or any failure to take any action,      unless: 

(i)     the      director has breached or failed to perform the duties of his office under      Chapter 17, Subchapter B of the BCL; and

(ii)     the breach      or failure to perform constitutes self-dealing, willful misconduct or recklessness

(b)     This      Section I of Article IV shall not apply to a director’s liability for monetary      damages to the extent prohibited by Section 1713(b) of the BCL.

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| **Section 2.**     **Mandatory Indemnification.** |
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The Corporation shall, to the fullest      extent permitted by applicable law, indemnify its directors and officers      who were or are a party or are threatened to be made a party to any threatened,      pending or completed action, suit or proceeding, whether civil, criminal,      administrative or investigative (whether or not such action, suit or proceeding      arises or arose by or in the right of the Corporation or other entity)      by reason of the fact that such director or officer is or was a director      or officer of the Corporation or is or was serving at the request of the      Corporation as a director, officer, employee, general partner, agent or      fiduciary of another corporation, partnership, joint venture, trust or      other enterprise (including service with respect to employee benefit plans),      against expenses (including, but not limited to, reasonable attorneys’      and investigation fees and costs), judgments, fines (including excise taxes      assessed on a person with respect to any employee benefit plan) and amounts      paid in settlement actually and reasonably incurred by such director or      officer in connection with such action, suit or proceeding, except as otherwise      provided in Section 4 of Article IV hereof. Persons who were directors      or officers of the Corporation prior to the date this Section is approved      by members of the Corporation, but who do not hold such office on or after      such date, shall not be covered by this Section 2 of Article IV. A director      or officer of the Corporation entitled to indemnification under this Section      2 of Article IV is hereafter called a “person covered by Section      2 of Article IV hereof”. 

| **Section 3.**     **Expenses.** |
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Expenses incurred by a person covered      by Section 2 of Article IV hereof in defending a threatened, pending or      completed civil or criminal action, suit or proceeding shall be paid by      the Corporation in advance of the final disposition of such action, suit      or proceeding upon receipt of an undertaking by or on behalf of such person      to repay such amount if it shall ultimately be determined that such person      is not entitled to be indemnified by the Corporation, except as otherwise      provided in Section 4 of Article IV. 

| **Section 4.**     **Exceptions.** |
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No indemnification under Section      2 of Article IV or advancement or reimbursement of expenses under Section      3 of Article IV shall be provided to a person covered by Section 2 of Article      IV hereof: (a) with respect to expenses or the payment of profits arising      from the purchase or sale of securities of the Corporation in violation      of Section 16(b) of the Securities Exchange Act of 1934, as amended; (b)      if a final unappealable judgment or award establishes that such director      or officer engaged in intentional misconduct or a transaction from which      the director or officer derived an improper personal benefit; (c) for expenses      or liabilities of any type whatsoever (including, but not limited to, judgments,      fines, and amounts paid in settlement) which have been paid directly to,      or for the benefit of, such person by an insurance carrier under a policy      of officers’ and directors’ liability insurance whose premiums are paid      for by the Corporation or by an individual or entity other than such director      or officer; and (d) for amounts paid in settlement of any threatened, pending      or completed action, suit or proceeding without the written consent of      the Corporation, which written consent shall not be unreasonably withheld.      The Board of Directors of the Corporation is hereby authorized, at any      time by resolution, to add to the above list of exceptions from the right      of indemnification under Section 2 of Article IV or advancement or reimbursement      of expenses under Section 3 of Article IV, but any such additional exception      shall not apply with respect to any event, act or omission which occurred      prior to the date that the Board of Directors in fact adopts such resolution.      Any such additional exception may, at any time after its adoption, be amended,      supplemented, waived or terminated by further resolution of the Board of      Directors of the Corporation.

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| **Section 5.**     **Continuation of Rights.** |
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The indemnification and advancement      or reimbursement of expenses provided by, or granted pursuant to, this      Article IV shall continue as to a person who has ceased to be a member,      director or officer of the Corporation, and shall inure to the benefit      of the heirs, executors and administrators of such person. 

| **Section 6.**     **General Provisions.** |
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(a)     The      term “to the fullest extent permitted by applicable law”, as      used in this Article IV shall mean the maximum extent permitted by public      policy, common law or statute. Any person covered by Section 2 of Article      IV hereof may, to the fullest extent permitted by applicable law, elect      to have the right to indemnification or to advancement or reimbursement      of expenses, interpreted, at such person’s option; (i) on the basis of      the applicable law on the date this Section was approved by the shareholders;      or (ii) on the basis of the applicable law in effect at the time of the      occurrence of the event, act or omission giving rise to the action, suit      or proceeding, or (iii) on the basis of the applicable law in effect at      the time indemnification is sought. 

(b)     The right of      a person covered by Section 2 of Article IV hereof to be indemnified or      to receive an advancement or reimbursement of expenses pursuant to Section      3 of Article IV; (i) may be enforced as a contract right pursuant to which      the person entitled thereto may bring suit as if the provisions hereof      were set forth in a separate written contract between the Corporation and      such person; (ii) to the fullest extent permitted by applicable law, is      intended to be retroactive and shall be available with respect to events,      acts or omissions occurring prior to the adoption hereof; and (iii) shall      continue to exist after the rescission or restrictive modification (as      determined by such person) of any provision of this Article IV with respect      to events, acts and omissions occurring before such rescission or restrictive      modification is adopted.

(c)     If a request      for indemnification or for the advancement or reimbursement of expenses      pursuant hereto is not paid in full by the Corporation within thirty (30)      days after a written claim has been received by the Corporation together      with all supporting information reasonably requested by the Corporation,      the claimant may at any time thereafter bring suit against the Corporation      to recover the unpaid amount of the claim (plus interest at the prime rate      announced from time to time by the Corporation’s primary lending bank)      and, if successful in whole or in part, the claimant shall be entitled      also to be paid the expenses (including, but not limited to, attorneys’      and investigation fees and costs) of prosecuting such claim. Neither the      failure of the Corporation (including its Board of Directors or independent      legal counsel) to have made a determination prior to the commencement of      such action that indemnification of or the advancement or reimbursement      of expenses to the claimant is proper in the circumstances, nor an actual      determination by the Corporation (including its Board of Directors or independent      legal counsel) that the claimant is not entitled to indemnification or      to the reimbursement or advancement of expenses, shall be a defense to      the action or create a presumption that the claimant is not so entitled.

(d)     The indemnification      and advancement or reimbursement of expenses provided by, or granted pursuant      to, this Article IV shall not be deemed exclusive of any other rights to      which those seeking indemnification or advancement or reimbursement of      expenses may be entitled under any bylaw, agreement, vote of shareholders      or disinterested directors or otherwise.

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(e)     Nothing      contained in this Article IV shall be construed to limit the rights and      powers the Corporation possesses under Chapter 17, Subchapter D of the      BCL, or otherwise, including, but not limited to, the powers to purchase      and maintain insurance, create funds to secure or insure its indemnification      obligations, and any other rights or powers the Corporation may otherwise      have under applicable law. 

(f)     The provisions      of this Article IV may, at any time (and whether before or after there      is any basis for a claim for indemnification or for the advancement or      reimbursement of expenses pursuant hereto), be amended, supplemented, waived,      or terminated, in whole or in part, with respect to any person covered      by Section 2 of Article IV hereof by a written agreement signed by the      Corporation and such person.

(g)     The Corporation      shall have the right to appoint the attorney for a person covered by Section      2 of Article IV hereof, provided such appointment is not unreasonable under      the circumstances.

| **Section 7.**     **Optional Indemnification.** |
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The Corporation may, to the fullest      extent permitted by applicable law, indemnify, and advance or reimburse      expenses for, persons in all situations other than that covered by Section      2 of Article IV. 

| **ARTICLE V.**     **SHARES OF CAPITAL STOCK** |
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| **Section 1.**     **Authority to Sign Share Certificate.** |

Every share certificate of the      Corporation shall be signed by the Chairman, Chief Executive Officer or      the President and by the Secretary or one of the Assistant Secretaries.      If the certificate is signed by a transfer agent or registrar, the signature      of any officer of the Corporation on the certificate may be facsimile,      engraved or printed. 

| **Section 2.**     **Lost or Destroyed Certificates.** |
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Any person claiming a share certificate      to be lost, destroyed or wrongfully taken shall receive a replacement certificate      if such shareholder: (a) requests such replacement certificate before the      Corporation has notice that the shares have been acquired by a bona fide      purchaser; and (b) satisfies any other reasonable requirements as may be      fixed by the Board of Directors. 

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| **ARTICLE VI.**     **GENERAL** |
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| **Section 1.**     **Record Date.** |

The Board of Directors may fix      any time prior to the date of any meeting of shareholders as a record date      for the determination of shareholders entitled to notice of, or to vote      at, the meeting, which time, except in the case of an adjourned meeting,      shall be not more than ninety (90) days prior to the date of the meeting      of shareholders. The Board of Directors may (without limiting the right      of the Board of Directors to establish a record date for other purposes)      fix any time whatsoever (whether or not the same is more than ninety (90)      days) prior to the date for the payment of any dividend, or distribution,      or the date for the allotment of rights, or the date when any change or      conversion or exchange of shares will be made or will go into effect, as      a record date for the determination of the shareholders entitled to receive      payment of any such dividend or distribution, or to receive any such allotment      of rights, or to exercise the rights in respect to any such change, conversion      or exchange of shares. 

| **Section 2.**     **Emergency Bylaws.** |
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In the event of any emergency resulting      from an attack on the United States, a nuclear disaster or another catastrophe      as a result of which a quorum cannot be readily assembled and during the      continuance of such emergency, the following Bylaw provisions shall be      in effect, notwithstanding any other provisions of these Bylaws. 

(a)      A meeting of the Board of Directors or of any committee thereof may be called by any officer or director upon one hour’s notice to all persons entitled to notice whom, in the sole judgment of the notifier, it is feasible to notify; 

(b)      The director or directors in attendance at the meeting of the Board of Directors or of any committee thereof shall constitute a quorum; and 

(c)      These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the directors attending any meeting of the Board of Directors, provided such amendment or repeal shall only be effective for the duration of such emergency. 

| **Section 3.**     **Severability.** |
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If any provision of these Bylaws      is illegal or unenforceable as such, such illegality or unenforceability      shall not affect any other provision of these Bylaws and such other provisions      shall continue in full force and effect. 

| **ARTICLE VII.**     **AMENDMENTS** |
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| **Section 1.**     **Amendments.** |

These Bylaws may be amended or      repealed, in whole or In part, by the affirmative vote of a majority of      the members of the Board of Directors at any regular or special meeting;      subject, however, to the power of the shareholders to amend or repeal the      bylaws at any annual or special meeting duly convened after notice of that      purpose. 

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| **Section 2.**     **Recording Amendments.** |
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The text of all amendments to these      Bylaws shall be attached hereto, and a notation of the date of its adoption      and a notation of whether it was adopted by the directors or the shareholders      shall be made in Section 2 of Article VIII hereof. 

| **ARTICLE VIII.**     **ADOPTION OF BYLAWS AND RECORD OF AMENDMENTS THERETO** |
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| **Section 1.**     **Adoption and Effective Date.** |

These Bylaws have been adopted      and approved by the Board of Directors of the Corporation on January 15,      1999. These Bylaws shall be effective as of January 15, 1999. 

| **Section 2.**     **Amendments to Bylaws.** |
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|                                |   |                            |   |               |
|-------------------------------------|--------|---------------------------------|--------|--------------------|
| Section Amended                     |   | Date Amended                    |   | Adopted By         |
|                                     |   |                                 |   |                    |
| Section 2 of Article III, Directors |   | Effective as of July 25, 2002   |   | Board of Directors |
| Section 3 of Article III, Directors |   | Effective as of July 25, 2002   |   | Board of Directors |
| Section 9 of Article III, Directors |   | Effective as of August 25, 2004 |   | Board of Directors |

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