ten days nor more than sixty days before the date of the meeting to each stockholder entitledto vote at such meeting.          Section 2.3. *Notice of Stockholder Business and Nominations*.          (a) *Annual*Meetings. (1) Nominations of persons for election to the Board of Directors andthe proposal of other business to be considered by the stockholders may be made at an AnnualMeeting (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto) given by orat the direction of the Board of Directors (or any duly authorized committee thereof), (ii)otherwise by or at the direction of the Board of Directors (or any duly authorized committeethereof) or (iii) by any stockholder of the Corporation who (A) is a stockholder of record on thedate of the giving of the notice provided for in this Section 2.3 and on the date of the AnnualMeeting, (B) is entitled to vote at the Annual Meeting and (C) complies with the notice proceduresset forth in this Section 2.3 as to such business or nomination; clause (iii) shall be theexclusive means for a stockholder to make nominations or submit other business (other than mattersproperly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and included in the Corporation’s notice of the meeting) before an AnnualMeeting.               (2) In addition to any other applicable requirements, for any nominations or any otherbusiness to be properly brought before an Annual Meeting by a stockholder pursuant to Section2.3(a)(1)(iii), such stockholder must have given timely notice thereof in proper written form tothe Secretary of the Corporation and such other business must otherwise be a proper matter forstockholder action. To be timely, a stockholder’s notice to the Secretary must be delivered to ormailed and received at the principal executive offices of the Corporation not earlier than theclose of business on the 120th day and not later than the close of business on the 90th day priorto the first anniversary of the preceding year’s Annual Meeting; provided, however,that in the event that the Annual Meeting is called for a date that is not within 30 days before orafter the anniversary date of the immediately preceding Annual Meeting, notice by the stockholderin order to be timely must be so received not earlier than the close of business on the 120th dayprior to the date of such Annual Meeting and not later than the close of business on the later ofthe 90th day prior to the date of such Annual Meeting or, if the first public disclosure of thedate of such Annual Meeting is less than 100 days prior to the date of such Annual Meeting, the10th day following the day on which public disclosure of the date of such Annual Meeting was firstmade. In no event shall any adjournment or postponement of an Annual Meeting or the announcementthereof commence a new time period for the giving of a stockholder’s notice as described above. Tobe in proper written form, a stockholder’s notice to the Secretary must: (a) set forth, as to thestockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination orproposal is made (i) the name and address of such stockholder and of such beneficial owner, if any,(ii) (A) the class or series and number of shares of capital stock of the Corporation which aredirectly or indirectly owned beneficially and of record by such stockholder and such beneficialowner, (B) any option, warrant, convertible security, stock appreciation right, or similar rightwith an exercise or conversion privilege or a settlement payment or mechanism at a price related toany class or series of shares of the Corporation or with a value derived in whole or in part fromthe value of any class or series of shares of the Corporation, whether or not such instrument orright shall be subject to settlement in the
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underlying class or series of capital stock of the Corporation or otherwise (a “DerivativeInstrument”) directly or indirectly owned beneficially by such stockholder and any other director indirect opportunity of such stockholder to profit or share in any profit derived from anincrease or decrease in the value of shares of the Corporation, (C) any proxy, contract,arrangement, understanding or relationship pursuant to which such stockholder has a right to voteany shares of any security of the Corporation, (D) any short interest in any security of theCorporation (for purposes of this Section 2.3(a), a person shall be deemed to have a short interestin a security if such person directly or indirectly, through any contract, arrangement,understanding, relationship or otherwise, has the opportunity to profit or share in any profitderived from any decrease in the value of the subject security), (E) any rights to dividends on theshares of the Corporation owned beneficially by such stockholder that are separated or separablefrom the underlying shares of the Corporation, (F) any proportionate interest in shares of theCorporation or Derivative Instruments held, directly or indirectly, by a general or limitedpartnership in which such stockholder is a general partner or, directly or indirectly, beneficiallyowns an interest in a general partner and (G) any performance-related fees (other than anasset-based fee) that such stockholder is entitled to based on any increase or decrease in thevalue of shares of the Corporation or Derivative Instruments, if any, as of the date of suchnotice, including without limitation any such interests held by members of such stockholder’simmediate family sharing the same household (which information shall be supplemented by suchstockholder and beneficial owner, if any, not later than 10 days after the record date for themeeting to disclose such ownership as of the record date), and (iii) any other information relatingto such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxystatement or other filings required to be made in connection with solicitations of proxies for, asapplicable, the proposal and/or for the election of directors in a contested election pursuant toSection 14 of the Exchange Act and the rules and regulations promulgated thereunder; (b) if thenotice relates to any business other than a nomination of a director or directors that thestockholder proposes to bring before the Annual Meeting, set forth (i) a brief description of thebusiness desired to be brought before the Annual Meeting, the reasons for conducting such businessat the Annual Meeting and any material interest of such stockholder and beneficial owner, if any,in such business and (ii) a description of all agreements, arrangements and understandings betweensuch stockholder and beneficial owner, if any, and any other person or persons (including theirnames) in connection with the proposal of such business by such stockholder; (c) set forth, as toeach person, if any, whom the stockholder proposes to nominate for election or reelection to theBoard of Directors (i) all information relating to such person that would be required to bedisclosed in a proxy statement or other filings required to be made in connection withsolicitations of proxies for election of directors in a contested election pursuant to Section 14of the Exchange Act and the rules and regulations promulgated thereunder (including such person’swritten consent to being named in the proxy statement as a nominee and to serving as a director ifelected) and (ii) a description of all direct and indirect compensation and other material monetaryagreements, arrangements and understandings and any other material relationships between or amongsuch stockholder and beneficial owner, if any, and their respective affiliates and associates, orothers acting in concert therewith, on the one hand, and each proposed nominee, and his or herrespective affiliates and associates, or others acting in concert therewith, on the other hand,including, without limitation, all information that would be required to be disclosed pursuant toItem 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner onwhose behalf the nomination is made, if any, or any affiliate or associate thereof or person
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acting in concert therewith, were the “registrant” for purposes of Item 404 of Regulation S-Kand the nominee were a director or executive officer of such registrant; (d) with respect to eachnominee for election or reelection to the Board of Directors, include a completed and signedquestionnaire, representation and agreement required by Section 3.1(b); and (e) represent that suchstockholder intends to appear in person or by proxy at the Annual Meeting to bring such business ornomination(s) before the meeting. The Corporation may require any proposed nominee to furnish suchother information as may reasonably be required by the Corporation to determine the eligibility ofsuch proposed nominee to serve as an independent director of the Corporation or that could bematerial to a reasonable stockholder’s understanding of the independence, or lack thereof, of suchnominee.               (3) Notwithstanding anything in the second sentence of Section 2.3(a)(2) to the contrary, inthe event that the number of directors to be elected to the Board of Directors is increased andthere is no public announcement by the Corporation naming all of the nominees for director orspecifying the size of the increased Board of Directors at least 100 days prior to the firstanniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Lawshall also be considered timely, but only with respect to nominees for any new positions created bysuch increase, if it shall be delivered to the Secretary at the principal executive offices of theCorporation not later than the close of business on the 10th day following the day on which suchpublic announcement is first made by the Corporation. The foregoing provisions shall not beconstrued to limit the sole power of the Board of Directors to fill vacancies, however occurring,on the Board of Directors as and to the extent set forth in Section 3.2.          (b) *Special Meetings*. Only such business shall be conducted at a Special Meeting as shallhave been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominationsof persons for election to the Board of Directors may be made at a Special Meeting at whichdirectors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at thedirection of the Board of Directors or (b) provided that the Board of Directors has determined thatdirectors shall be elected at such meeting, by any stockholder of the Corporation who (i) is astockholder of record on the date of the giving of the notice provided for in this Section 2.3 andon the date of the Special Meeting, (ii) is entitled to vote at such Special Meeting and (iii)complies with the notice procedures set forth in this Section 2.3 as to such nomination. In theevent the Corporation calls a Special Meeting for the purpose of electing one or more directors tothe Board of Directors, any such stockholder may nominate a person or persons (as the case may be)for election to such position(s) as specified in the Corporation’s notice of meeting, if thestockholder’s notice required by Section 2.3(a)(2) with respect to any nomination (including thecompleted questionnaire, representation and agreement required by Section 3.1(b)) shall bedelivered to the Secretary at the principal executive offices of the Corporation not earlier thanthe close of business on the 120th day prior to the date of such Special Meeting and not later thanthe close of business on the later of the 90th day prior to the date of such Special Meeting or, ifthe first public disclosure of the date of such Special Meeting is less than 100 days prior to thedate of such Special Meeting, the 10th day following the day on which public disclosure is firstmade of the date of the Special Meeting and of the nominees proposed by the Board of Directors tobe elected at such meeting. In no event shall any
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adjournment or postponement of a Special Meeting or the announcement thereof commence a newtime period for the giving of a stockholder’s notice as described above.          (c) *General*. (1) Except as may be otherwise provided in the Certificate of Incorporation withrespect to the rights of holders of preferred stock of the Corporation to nominate and elect aspecified number of directors in certain circumstances, only such persons who are nominated inaccordance with the procedures set forth in this Section 2.3 shall be eligible to serve asdirectors and only such business shall be conducted at an Annual Meeting or a Special Meeting, asthe case may be, as shall have been brought before such meeting in accordance with the proceduresset forth in this Section 2.3. Except as otherwise provided by law, the Certificate ofIncorporation or these Bylaws, the Chairman of the meeting shall have the power and duty todetermine whether a nomination or any business proposed to be brought before the meeting was madeor proposed, as the case may be, in accordance with the procedures set forth in this Section 2.3and, if any proposed nomination or business is not in compliance with this Section 2.3, to declarethat such defective proposal or nomination shall be disregarded.               (2) For purposes of this Section 2.3, “public disclosure” shall mean disclosure in a pressrelease reported by a national news service or in a document publicly filed by the Corporation withthe Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act andthe rules and regulations promulgated thereunder.               (3) Notwithstanding the foregoing provisions of this Section 2.3, a stockholder shall alsocomply with all applicable requirements of the Exchange Act and the rules and regulationsthereunder with respect to the matters set forth in this Section 2.3; provided,however, that any references in these Bylaws to the Exchange Act or the rules promulgatedthereunder are not intended to and shall not limit the requirements applicable to nominations orproposals as to any other business to be considered pursuant to this Section 2.3. Nothing in thisSection 2.3 shall be deemed to affect any rights (i) of stockholders to request inclusion ofproposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or(ii) of the holders of any series of preferred stock of the Corporation if and to the extentprovided for under law, the Certificate of Incorporation or these Bylaws.          Section 2.4. *Quorum*. Except as otherwise required by law, these Amended and Restated Bylaws(these “Bylaws”) or by the Certificate of Incorporation, holders of a majority of thecapital stock issued and entitled to vote thereat present in person or represented by proxy shallconstitute a quorum at all meetings of the stockholders for the transaction of business. If,however, such quorum shall not be present or represented at any meeting of the stockholders, thestockholders entitled to vote thereat, present in person or represented by proxy, shall have powerto adjourn the meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present or represented. At such adjourned meeting at which a quorum shallbe present or represented, any business may be transacted which might have been transacted at themeeting as originally noticed. If the adjournment is for more than thirty days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meetingshall be given to each stockholder entitled to vote at the meeting.          Section 2.5. *Voting*. Unless otherwise required by law, the Certificate of Incorporation orthese Bylaws, any question brought before any meeting of stockholders shall be
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decided by the vote of the holders of a majority of the stock represented and entitled to votethereat. Such votes may be cast in person or by proxy but no proxy shall be voted on or afterthree years from its date, unless such proxy provides for a longer period. The Board of Directors,in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in hisdiscretion, may require that any votes cast at such meeting shall be cast by written ballot.          Section 2.6. *No Consent of Stockholders in Lieu of Meeting*. Any action required or permittedto be taken at any annual or special meeting of stockholders may be taken only upon the vote of thestockholders at an annual or special meeting duly noticed and called, as provided in these Bylaws,and may not be taken by a written consent of the stockholders pursuant to the General CorporationLaw of the State of Delaware (the “DGCL”).          Section 2.7. *List of Stockholders Entitled to Vote*. The officer of the Corporation who hascharge of the stock ledger of the Corporation shall prepare and make, at least ten days beforeevery meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting,arranged in alphabetical order, and showing the address of each stockholder and the number ofshares registered in the name of each stockholder. Such list shall be open to the examination ofany stockholder, for any purpose germane to the meeting, during ordinary business hours, for aperiod of at least ten days prior to the meeting, either at a place within the city where themeeting is to be held, which place shall be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held. The list shall also be produced and keptat the time and place of the meeting during the whole time thereof, and may be inspected by anystockholder of the Corporation who is present.          Section 2.8. *Stock Ledger*. The stock ledger of the Corporation shall be the only evidence asto who are the stockholders entitled to examine the stock ledger, the list required by Section 2.7hereof or the books of the Corporation, or to vote in person or by proxy at any meeting ofstockholders.**ARTICLE III**DIRECTORS          Section 3.1. (a) *Number and Election of Directors*. Subject to the rights, if any, ofholders of preferred stock of the Corporation to elect directors of the Corporation, the Board ofDirectors shall consist of not less than one nor more than fourteen members, divided into threeclasses, with the exact number of directors to be determined from time to time exclusively byresolution duly adopted by the Board of Directors. Directors shall be elected by a plurality ofthe votes cast at the Annual Meeting, and, unless otherwise provided by the Certificate ofIncorporation, each director so elected shall hold office until the Annual Meeting for the year inwhich his term expires and until his successor is duly elected and qualified, or until his earlierdeath, resignation, retirement, disqualification or removal. Any director may resign at any timeeffective upon giving written notice to the Corporation, unless the notice specifies a later timefor the effectiveness of such resignation. Directors need not be stockholders.
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          (b) *Submission of Questionnaire, Representation and Agreement*. To be eligible to be a nomineefor election or reelection as a director of the Corporation, a person must deliver (in accordancewith the time periods prescribed for delivery of notice under Section 2.3) to the Secretary at theprincipal executive offices of the Corporation a written questionnaire with respect to thebackground and qualification of such person and the background of any other person or entity onwhose behalf the nomination is being made (which questionnaire shall be provided by the Secretaryupon written request) and a written representation and agreement (in the form provided by theSecretary upon written request) that such person (A) is not and will not become a party to (1) anyagreement, arrangement or understanding with, and has not given any commitment or assurance to, anyperson or entity as to how such person, if elected as a director of the Corporation, will act orvote on any issue or question (a “Voting Commitment”) that has not been disclosed to theCorporation or (2) any Voting Commitment that could limit or interfere with such person’s abilityto comply, if elected as a director of the Corporation, with such person’s fiduciary duties underapplicable law, (B) is not and will not become a party to any agreement, arrangement orunderstanding with any person or entity other than the Corporation with respect to any direct orindirect compensation, reimbursement or indemnification in connection with service or action as adirector that has not been disclosed therein, and (C) in such person’s individual capacity and onbehalf of any person or entity on whose behalf the nomination is being made, would be incompliance, if elected as a director of the Corporation, and will comply with all applicablepublicly disclosed corporate governance, conflict of interest, confidentiality and stock ownershipand trading policies and guidelines of the Corporation.          Section 3.2. *Vacancies*. To the extent permitted by law, any vacancy on the Board ofDirectors, however created, may be filled only by a majority of the directors then in office,though less than a quorum, or by a sole remaining director. Any director elected to fill a newlycreated directorship resulting from an increase in any class of directors shall hold office for aterm that shall coincide with the remaining term off the other directors of that class. Anydirector elected to fill a vacancy not resulting from an increase in the number of directors shallhave the same term as the remaining term of his predecessor.          Section 3.3. *Duties and Powers*. The business of the Corporation shall be managed by or underthe direction of the Board of Directors which may exercise all such powers of the Corporation anddo all such lawful acts and things as are not by statute or by the Certificate of Incorporation orby these Bylaws directed or required to be exercised or done by the stockholders.          Section 3.4. *Meetings*. The Board of Directors may hold meetings, both regular and special,either within or without the State of Delaware. Regular meetings of the Board of Directors may beheld without notice at such time and at such place as may from time to time be determined by theBoard of Directors. Special meetings of the Board of Directors may be called by the ChiefExecutive Officer, the Chairman, if there is one, the President, or any directors. Notice thereofstating the place, date and hour of the meeting shall be given to each director either by mail notless than forty-eight hours before the date of the meeting, by telephone or facsimile ontwenty-four hours’ notice, or on such shorter notice as the person or persons calling such meetingmay deem necessary or appropriate in the circumstances.
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          Section 3.5. *Quorum*. Except as may be otherwise specifically provided by law, theCertificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majorityof the entire Board of Directors shall constitute a quorum for the transaction of business and theact of a majority of the directors present at any meeting at which there is a quorum shall be theact of the Board of Directors. If a quorum shall not be present at any meeting of the Board ofDirectors, the directors present thereat may adjourn the meeting from time to time, without noticeother than announcement at the meeting, until a quorum shall be present.          Section 3.6. *Actions of Board*. Unless otherwise provided by the Certificate of Incorporationor these Bylaws, any action required or permitted to be taken at any meeting of the Board ofDirectors or of any committee thereof may be taken without a meeting, if all the members of theBoard of Directors or committee, as the case may be, consent thereto in writing, and the writing orwritings are filed with the minutes of proceedings of the Board of Directors or committee.          Section 3.7. *Meetings by Means of Conference Telephone*. Unless otherwise provided by theCertificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation,or any committee designated by the Board of Directors, may participate in a meeting of the Board ofDirectors or such committee by means of a conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear each other, and participationin a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting.          Section 3.8. *Committees*. The Board of Directors may, by resolution passed by a majority ofthe entire Board of Directors, designate one or more committees, each committee to consist of oneor more of the directors of the Corporation. The Board of Directors may designate one or moredirectors as alternate members of any committee, who may replace any absent or disqualified memberat any meeting of any such committee. In the absence or disqualification of a member of acommittee, and in the absence of a designation by the Board of Directors of an alternate member toreplace the absent or disqualified member, the member or members thereof present at any meeting andnot disqualified from voting, whether or not he or they constitute a quorum, may unanimouslyappoint another member of the Board of Directors to act at the meeting in the place of any absentor disqualified member. Any committee, to the extent allowed by law and provided in the resolutionestablishing such committee, shall have and may exercise all the powers and authority of the Boardof Directors in the management of the business and affairs of the Corporation. Each committeeshall keep regular minutes and report to the Board of Directors when required.          Section 3.9. *Audit Committee*. The Board of Directors, by resolution adopted by a majority ofthe whole Board of Directors, may designate three or more directors to constitute an AuditCommittee, to serve as such until the next annual meeting of the Board of Directors or until theirrespective successors are designated. The audit committee will carry out its responsibilities asset forth in an audit committee charter to be adopted by the Board of Directors.          Section 3.10. *Compensation*. At the discretion of the Board of Directors, the directors maybe paid their expenses, if any, of attendance at each meeting of the Board of
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Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directorsor a stated salary as director. No such payment shall preclude any director from serving theCorporation in any other capacity and receiving compensation therefor. At the discretion of theBoard of Directors, members of special or standing committees may be allowed like compensation forattending committee meetings.          Section 3.11. *Interested Directors*. No contract or transaction between the Corporation andone or more of its directors or officers, or between the Corporation and any other corporation,partnership, association, or other organization in which one or more of its directors or officersare directors or officers, or have a financial interest, shall be void or voidable solely for thisreason, or solely because the director or officer is present at or participates in the meeting ofthe Board of Directors or committee thereof which authorizes the contract or transaction, or solelybecause his or their votes are counted for such purpose if: (a) the material facts as to his ortheir relationship or interest and as to the contract or transaction are disclosed or are known tothe Board of Directors or the committee, and the Board of Directors or committee in good faithauthorizes the contract or transaction by the affirmative votes of a majority of the disinteresteddirectors, even though the disinterested directors be less than a quorum; or (b) the material factsas to his or their relationship or interest and as to the contract or transaction are disclosed orare known to the stockholders entitled to vote thereon, and the contract or transaction isspecifically approved in good faith by vote of the stockholders; or (c) the contract or transactionis fair as to the Corporation as of the time it is authorized, approved or ratified by the Board ofDirectors, a committee thereof or the stockholders. Common or interested directors may be countedin determining the presence of a quorum at a meeting of the Board of Directors or of a committeewhich authorizes the contract or transaction.          Section 3.12. *Entire Board of Directors*. As used in these Bylaws generally, the term “entireBoard of Directors” means the total number of directors which the Corporation would have if therewere no vacancies.**ARTICLE IV**OFFICERS          Section 4.1. *General*. The officers of the Corporation shall be chosen by the Board ofDirectors and shall include a Chief Executive Officer, a President and a Secretary. The Board ofDirectors, in its discretion, may also appoint a Chairman of the Board of Directors (who must be adirector), Chief Financial Officer, Assistant Chief Financial Officers, Controller, Treasurer,Assistant Treasurers and one or more Vice Presidents, Assistant Secretaries, and other officers,who shall have such authority and perform such duties as may be prescribed in such appointment.Any number of offices may be held by the same person, unless otherwise prohibited by law, theCertificate of Incorporation or these Bylaws. The officers of the Corporation need not bestockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors,need such officers be directors of the Corporation.          Section 4.2. *Election*. The Board of Directors at its first meeting held after each AnnualMeeting of Stockholders shall elect the officers of the Corporation who shall hold their
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offices for such terms and shall exercise such powers and perform such duties as shall bedetermined from time to time by the Board of Directors; and all officers of the Corporation shallhold office until their successors are chosen and qualified, or until their earlier resignation orremoval. Any officer elected by the Board of Directors may be removed at any time by theaffirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office ofthe Corporation shall be filled by the Board of Directors. The salaries of all officers of theCorporation shall be fixed by the Board of Directors.          Section 4.3. *Voting Securities Owned by the Corporation*. Powers of attorney, proxies,waivers of notice of meeting, consents and other instruments relating to securities owned by theCorporation may be executed in the name of and on behalf of the Corporation by the Chief ExecutiveOfficer, the President or any Vice President and any such officer may, in the name of and on behalfof the Corporation, take all such action as any such officer may deem advisable to vote in personor by proxy at any meeting of security holders of any corporation in which the Corporation may ownsecurities and at any such meeting shall possess and may exercise any and all rights and powerincident to the ownership of such securities and which, as the owner thereof, the Corporation mighthave exercised and possessed if present. The Board of Directors may, by resolution, from time totime confer like powers upon any other person or persons.          Section 4.4. *Duties of Officers*. The duties of the officers of the Corporation shall be asfollows:          (a) *Chief Executive Officer.*The Chief Executive Officer shall, subject to the control of theBoard of Directors, have general executive charge, management and control of the properties,business and operations of the Corporation with all such powers as may be reasonably incident tosuch responsibilities; and the Chief Executive Officer may agree upon and execute all leases,contracts, evidences of indebtedness and other obligations in the name of the Corporation and maysign all certificates for shares of capital stock of the Corporation. In the absence or disabilityof the Chairman of the Board of Directors, or if there is none, the Chief Executive Officer shallpreside at all meetings of the stockholders and the Board of Directors. The Chief ExecutiveOfficer shall also perform such other duties and may exercise such other powers as from time totime may be assigned to him by these Bylaws or by the Board of Directors.          (b) *Chairman of the Board of Directors*. The Chairman of the Board of Directors, if there isone, shall preside at all meetings of the stockholders and of the Board of Directors. Except whereby law the signature of the Chief Executive Officer or the President is required, the Chairman ofthe Board of Directors shall possess the same power as the Chief Executive Officer or the Presidentto sign all contracts, certificates and other instruments of the Corporation which may beauthorized by the Board of Directors. During the absence or disability of the Chief ExecutiveOfficer or the President, the Chairman of the Board of Directors shall exercise all the powers anddischarge all the duties of the Chief Executive Officer or the President. The Chairman of theBoard of Directors shall also perform such other duties and may exercise such other powers as fromtime to time may be assigned to him by these Bylaws or by the Board of Directors.
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          (c) *President*. The President shall, subject to the control of the Board of Directors, theChief Executive Officer, and, if there is one, the Chairman of the Board of Directors, have generalsupervision of the business of the Corporation and shall see that all orders and resolutions of theBoard of Directors are carried into effect. He shall execute all bonds, mortgages, contracts andother instruments of the Corporation requiring a seal, under the seal of the Corporation, exceptwhere required or permitted by law to be otherwise signed and executed and except that the otherofficers of the Corporation may sign and execute documents when so authorized by these Bylaws, theBoard of Directors, the Chief Executive Officer, the Chairman of the Board of Directors or thePresident. In the absence or disability of the Chief Executive Officer and the Chairman of theBoard of Directors, or if there is none, the President shall preside at all meetings of thestockholders and the Board of Directors. The President shall also perform such other duties andmay exercise such other powers as from time to time may be assigned to him by these Bylaws or bythe Board of Directors.          (d) *Secretary*. The Secretary shall attend all meetings of the Board of Directors and allmeetings of stockholders and record all the proceedings thereat in a book or books to be kept forthat purpose; the Secretary shall also perform like duties for the standing committees whenrequired. The Secretary shall give, or cause to be given, notice of all meetings of thestockholders and special meetings of the Board of Directors, and shall perform such other duties asmay be prescribed by the Board of Directors, the Chief Executive Officer or the President, underwhose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to begiven notice of all meetings of the stockholders and special meetings of the Board of Directors,and if there is no Assistant Secretary, then either the Board of Directors, the Chief ExecutiveOfficer or the President may choose another officer to cause such notice to be given. TheSecretary shall have custody of the seal of the Corporation and the Secretary or any AssistantSecretary, if there is one, shall have authority to affix the same to any instrument requiring itand when so affixed, it may be attested by the signature of the Secretary or by the signature ofany such Assistant Secretary. The Board of Directors may give general authority to any otherofficer to affix the seal of the Corporation and to attest the affixing by his signature. TheSecretary shall see that all books, reports, statements, certificates and other documents andrecords required by law to be kept or filed are properly kept or filed, as the case may be.          (e) *Assistant Secretaries*. Except as may be otherwise provided in these Bylaws, AssistantSecretaries, if there are any, shall perform such duties and have such powers as from time to timemay be assigned to them by the Board of Directors, the Chief Executive Officer, the President, anyVice President, if there is one, or the Secretary, and in the absence of the Secretary or in theevent of his disability or refusal to act, shall perform the duties of the Secretary, and when soacting, shall have all the powers of and be subject to all the restrictions upon the Secretary.          (f) *Chief Financial Officer*. The Chief Financial Officer shall have the custody of thecorporate funds and securities and shall keep full and accurate accounts of receipts anddisbursements in books belonging to the Corporation and shall deposit all moneys and other valuableeffects in the name and to the credit of the Corporation in such depositories as may be designatedby the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporationas may be ordered by the Board of Directors, taking proper vouchers for such disbursements, andshall render to the Chief Executive Officer, the Chairman of the Board, the
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President and the Board of Directors, at its regular meetings or when the Board of Directorsso requires, an account of all transactions as Chief Financial Officer and of the financialcondition of the Corporation. The Chief Financial Officer shall perform such other duties as mayfrom time to time be prescribed by the Board of Directors, the Chief Executive Officer, theChairman of the Board or the President.          (g) *Assistant Chief Financial Officer*. The Assistant Chief Financial Officer, or if there ismore than one, the Assistant Chief Financial Officers, in the order determined by the Board ofDirectors (or if there is no such determination, then in the order of their election), shall, inthe absence of the Chief Financial Officer or in the event of the Chief Financial Officer’sinability or refusal to act, perform the duties and exercise the powers of the Chief FinancialOfficer and shall perform such other duties and have such other powers as may from time to time beprescribed by the Board of Directors, the Chief Executive Officer, the Chairman of the Board, thePresident or the Chief Financial Officer.          (h) *Controller*. The Board of Directors may elect a Controller who shall be responsible forall accounting and auditing functions of the Corporation and who shall perform such other duties asmay from time to time be required of him by the Board of Directors.          (i) *Treasurer*. The Treasurer, if there is one, shall have the custody of the corporate fundsand securities and shall keep full and accurate accounts of receipts and disbursements in booksbelonging to the Corporation and shall deposit all moneys and other valuable effects in the nameand to the credit of the Corporation in such depositories as may be designated by the Board ofDirectors. The Treasurer shall disburse the funds of the Corporation as may be ordered by theBoard of Directors, taking proper vouchers for such disbursements, and shall render to the ChiefExecutive Officer, the President and the Board of Directors, at its regular meetings, or when theBoard of Directors so requires, an account of all his transactions as Treasurer and of thefinancial condition of the Corporation. If required by the Board of Directors, the Treasurer shallgive the Corporation a bond in such sum and with such surety or sureties as shall be satisfactoryto the Board of Directors for the faithful performance of the duties of his office and for therestoration to the Corporation, in case of his death, resignation, retirement or removal fromoffice, of all books, papers, vouchers, money and other property of whatever kind in his possessionor under his control belonging to the Corporation.          (j) *Assistant Treasurers*. Assistant Treasurers, if there are any, shall perform such dutiesand have such powers as from time to time may be assigned to them by the Board of Directors, theChief Executive Officer, the President, any Vice President, or the Treasurer, if there is one, andin the absence of the Treasurer or in the event of his disability or refusal to act, shall performthe duties of the Treasurer, and when so acting, shall have all the powers of and be subject to allthe restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurershall give the Corporation a bond in such sum and with such surety or sureties as shall besatisfactory to the Board of Directors for the faithful performance of the duties of his office andfor the restoration to the Corporation, in case of his death, resignation, retirement or removalfrom office, of all books, papers, vouchers, money and other property of whatever kind in hispossession or under his control belonging to the Corporation.
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          (k) *Vice Presidents*. At the request of the President or in his absence or in the event of hisinability or refusal to act (and if there is no Chief Executive Officer or Chairman of the Board ofDirectors), the Vice President or the Vice Presidents if there is more than one (in the orderdesignated by the Board of Directors) shall perform the duties of the President, and when soacting, shall have all the powers of and be subject to all the restrictions upon the President.Each Vice President shall perform such other duties and have such other powers as the Board ofDirectors from time to time may prescribe. If there is no Chief Executive Officer, no Chairman ofthe Board of Directors and no Vice President, the Board of Directors shall designate the officer ofthe Corporation who, in the absence of the President or in the event of the inability or refusal ofthe President to act, shall perform the duties of the President, and when so acting, shall have allthe powers of and be subject to all the restrictions upon the President.          (l) *Other Officers*. Such other officers as the Board of Directors may choose shall performsuch duties and have such powers as from time to time may be assigned to them by the Board ofDirectors. The Board of Directors may delegate to any other officer of the Corporation the powerto choose such other officers and to prescribe their respective duties and powers.**ARTICLE V**CAPITAL STOCK          Section 5.1. *Form of Certificates*. Every holder of stock in the Corporation shall beentitled to have a certificate or certificates duly numbered, certifying the number and class ofshares in the Corporation owned by him, in such form as may be prescribed by the Board ofDirectors. Each such certificate shall be signed in the name of the Corporation by the ChiefExecutive Officer, the Chairman of the Board, the President or a Vice President, and by theSecretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.          Section 5.2. *Signatures*. Where a certificate is countersigned by (a) a transfer agent otherthan the Corporation or its employee, or (b) a registrar other than the Corporation or itsemployee, any other signature on the certificate may be a facsimile. In case any officer, transferagent or registrar who has signed or whose facsimile signature has been placed upon a certificateshall have ceased to be such officer, transfer agent or registrar before such certificate isissued, it may be issued by the Corporation with the same effect as if he were such officer,transfer agent or registrar at the date of issue.          Section 5.3. *Lost Certificates*. The Board of Directors may direct a new certificate to beissued in place of any certificate theretofore issued by the Corporation alleged to have been lost,stolen or destroyed, upon the making of an affidavit of that fact by the person claiming thecertificate of stock to be lost, stolen or destroyed. When authorizing such issue of a newcertificate the Board of Directors may, in its discretion and as a condition precedent to theissuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legalrepresentative, to advertise the same in such manner as the Board of Directors shall require and/orto give the Corporation a bond in such sum as it may direct as indemnity against any
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claim that may be made against the Corporation with respect to the certificate alleged to havebeen lost, stolen or destroyed.          Section 5.4. *Transfers*. Stock of the Corporation shall be transferable in the mannerprescribed by law and in these Bylaws. Transfers of stock shall be made on the books of theCorporation only by the person named in the certificate or by his attorney lawfully constituted inwriting and upon the surrender of the certificate therefor, which shall be cancelled before a newcertificate shall be issued.          Section 5.5. *Record Date*. In order that the Corporation may determine the stockholdersentitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, orentitled to express consent to corporate action in writing without a meeting, or entitled toreceive payment of any dividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stock, or for the purposeof any other lawful action, the Board of Directors may fix, in advance, a record date, which shallnot be more than sixty days nor less than ten days before the date of such meeting, nor more thansixty days prior to any other action. A determination of stockholders of record entitled to noticeof 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 theadjourned meeting.          Section 5.6. *Beneficial Owners*. The Corporation shall be entitled to recognize the exclusiveright of a person registered on its books as the owner of shares to receive dividends, and to voteas such owner, and to hold liable for calls and assessments a person registered on its books as theowner of shares, and shall not be bound to recognize any equitable or other claim to or interest insuch share or shares on the part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by law.**ARTICLE VI**NOTICES          Section 6.1. *Notices*. Whenever written notice is required by law, the Certificate ofIncorporation or these Bylaws to be given to any director, member of a committee or stockholder,such notice may be given by mail, addressed to such director, member of a committee or stockholder,at his address as it appears on the records of the Corporation, with postage thereon prepaid, andsuch notice shall be deemed to be given at the time when the same shall be deposited in the UnitedStates mail. Written notice may also be given personally or transmitted via facsimile.          Section 6.2. *Waivers of Notice*. Whenever any notice is required by law, the Certificate ofIncorporation or these Bylaws to be given to any director, member of a committee or stockholder, awaiver thereof in writing, signed by the person or persons entitled to such notice, whether beforeor after the time stated therein, shall be deemed equivalent thereto.
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**ARTICLE VII**GENERAL PROVISIONS          Section 7.1. *Dividends*. Dividends upon the capital stock of the Corporation, subject to theprovisions of the Certificate of Incorporation, if any, may be declared by the Board of Directorsat any regular or special meeting, and may be paid in cash, in property, or in shares of thecapital stock. Before payment of any dividend, there may be set aside out of any funds of theCorporation available for dividends such sum or sums as the Board of Directors from time to time,in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of the Corporation, or for anyproper purpose, and the Board of Directors may modify or abolish any such reserve.          Section 7.2. *Disbursements*. All checks or demands for money and notes of the Corporationshall be signed by such officer or officers or such other person or persons as the Board ofDirectors may from time to time designate.          Section 7.3. *Fiscal Year*. The fiscal year of the Corporation shall be fixed by resolution ofthe Board of Directors.          Section 7.4. *Corporate Seal*. The corporate seal shall have inscribed thereon the name of theCorporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal maybe used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.**ARTICLE VIII**INDEMNIFICATION          Section 8.1. *Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or inthe Right of the Corporation*. Subject to Section 8.3 hereof, the Corporation shall indemnify anyperson who was or is a party or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrative or investigative(other than an action by or in the right of the Corporation) by reason of the fact that he is orwas a director or officer of the Corporation, or is or was a director or officer of the Corporationserving at the request of the Corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually andreasonably incurred by him in connection with such action, suit or proceeding if he acted in goodfaith and in a manner he reasonably believed to be in or not opposed to the best interests of theCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause tobelieve his conduct was unlawful. The termination of any action, suit or proceeding by judgment,order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, ofitself, create a presumption that the person did not act in good faith and in a manner which hereasonably believed to be in or not opposed to the best interests of the
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Corporation, and, with respect to any criminal action or proceeding, had reasonable cause tobelieve that his conduct was unlawful.          Section 8.2. *Power to Indemnify in Actions, Suits or Proceedings by or in the Right of theCorporation*. Subject to Section 8.3 hereof, the Corporation shall indemnify any person who was oris a party or is threatened to be made a party to any threatened, pending or completed action orsuit by or in the right of the Corporation to procure a judgment in its favor by reason of the factthat he is or was a director or officer of the Corporation, or is or was a director or officer ofthe Corporation serving at the request of the Corporation as a director, officer, employee or agentof another corporation, partnership, joint venture, trust, employee benefit plan or otherenterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him inconnection with the defense or settlement of such action or suit if he acted in good faith and in amanner he reasonably believed to be in or not opposed to the best interests of the Corporation;except that no indemnification shall be made in respect of any claim, issue or matter as to whichsuch person shall have been adjudged to be liable to the Corporation unless and only to the extentthat the Court of Chancery of the State of Delaware or the court in which such action or suit wasbrought shall determine upon application that, despite the adjudication of liability but in view ofall the circumstances of the case, such person is fairly and reasonably entitled to indemnity forsuch expenses which the Court of Chancery or such other court shall deem proper.          Section 8.3. *Authorization of Indemnification*. Any indemnification under this Article VIII(unless ordered by a court) shall be made by the Corporation only as authorized in the specificcase upon a determination that indemnification of the present or former director or officer isproper in the circumstances because he has met the applicable standard of conduct set forth inSection 8.1 or Section 8.2 hereof, as the case may be. Such determination shall be made, withrespect to a person who is a director or officer at the time of such determination, (a) by amajority vote of the directors who are not parties to such action, suit or proceeding, even thoughless than a quorum, or (b) by a committee of such directors designated by a majority vote of suchdirectors, even though less than a quorum, or (c) if there are no such directors, or if suchdirectors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.Such determination shall be made, with respect to former directors and officers, by any person orpersons having the authority to act on the matter on behalf of the Corporation. To the extent,however, that a director or officer of the Corporation has been successful on the merits orotherwise in defense of any action, suit or proceeding described above or in defense of any claim,issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees)actually and reasonably incurred by him in connection therewith, without the necessity ofauthorization in the specific case.          Section 8.4. *Good Faith Defined*. For purposes of any determination under Section 8.1 or 8.2hereof, a person shall be deemed to have acted in good faith and in a manner he reasonably believedto be in or not opposed to the best interests of the Corporation, or, with respect to any criminalaction or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if hisaction is based on the records or books of account of the Corporation or another enterprise, or oninformation supplied to him by the officers of the Corporation or another enterprise in the courseof their duties, or on the advice of legal counsel for the Corporation or another enterprise or oninformation or records given or reports made to
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the Corporation or another enterprise by an independent certified public accountant or by anappraiser or other expert selected with reasonable care by the Corporation or another enterprise.The term “another enterprise” as used in this Section 8.4 shall mean any other corporationor any partnership, joint venture, trust, employee benefit plan or other enterprise of which suchperson is or was serving at the request of the Corporation as a director, officer, employee oragent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in anyway the circumstances in which a person may be deemed to have met the applicable standard ofconduct set forth in Section 8.1 or 8.2 hereof, as the case may be.          Section 8.5. *Indemnification by a Court*. Notwithstanding any contrary determination made inany specific case under Section 8.3 hereof, and notwithstanding the absence of any determinationmade thereunder, any director or officer may apply to the Court of Chancery of the State ofDelaware or any other court of competent jurisdiction in the State of Delaware for indemnificationto the extent otherwise permissible under Sections 8.l and 8.2 hereof. The basis of suchindemnification by a court shall be a determination by such court that indemnification of thedirector or officer is proper in the circumstances because he has met the applicable standards ofconduct set forth in Section 8.1 or 8.2 hereof. Neither a contrary determination in the specificcase under Section 8.3 hereof nor the absence of any determination thereunder shall be a defense tosuch application or create a presumption that the director or officer seeking indemnification hasnot met any applicable standard of conduct. Notice of any application for indemnification pursuantto this Section 8.5 shall be given to the Corporation promptly upon the filing of such application.If successful, in whole or in part, the director or officer seeking indemnification shall also beentitled to be paid the expense of prosecuting such application.          Section 8.6. *Expenses Payable in Advance*. Expenses (including attorneys’ fees) incurred by adirector or officer in defending any civil, criminal, administrative or investigative action, suitor 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 director or officer torepay such amount if it shall ultimately be determined that he is not entitled to be indemnified bythe Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees)incurred by former directors and officers or other employees and agents may be so paid upon suchterms and conditions, if any, as the Corporation deems appropriate.          Section 8.7. *Nonexclusivity of Indemnification and Advancement of Expenses*. Theindemnification and advancement of expenses provided by, or granted pursuant to, this Article VIIIshall not be deemed exclusive of any other rights to which any person seeking indemnification oradvancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws,agreement, vote of stockholders or disinterested directors or otherwise, both as to action in hisofficial capacity and as to action in another capacity while holding such office, it being thepolicy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2hereof shall be made to the fullest extent permitted by law. The provisions of this Article VIIIshall not be deemed to preclude the indemnification of any person who is not specified in Section8.1 or 8.2 but whom the Corporation has the power or obligation to indemnify under the provisionsof the DGCL or otherwise.
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          Section 8.8. *Insurance*. The Corporation may purchase and maintain insurance on behalf of anyperson who is or was a director or officer of the Corporation, or is or was a director or officerof the Corporation serving at the request of the Corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust, employee benefit plan or otherenterprise against any liability asserted against him and incurred by him in any such capacity, orarising out of his status as such, whether or not the Corporation would have the power or theobligation to indemnify him against such liability under the provisions of this Article VIII.          Section 8.9. *Certain Definitions*. For purposes of this Article VIII, references to “theCorporation” shall include, in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation or merger which, if itsseparate existence had continued, would have had power and authority to indemnify its directors orofficers, so that any person who is or was a director or officer of such constituent corporation,or is or was a director or officer of such constituent corporation serving at the request of suchconstituent corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in thesame position under the provisions of this Article VIII with respect to the resulting or survivingcorporation as he would have with respect to such constituent corporation if its separate existencehad continued. For purposes of this Article VIII, references to “fines” shall include any excisetaxes assessed on a person with respect to an employee benefit plan; and references to “serving atthe request of the Corporation” shall include any service as a director, officer, employee or agentof the Corporation which imposes duties on, or involves services by, such director or officer withrespect to an employee benefit plan, its participants or beneficiaries; and a person who acted ingood faith and in a manner he reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed tothe best interests of the Corporation” as referred to in this Article VIII.          Section 8.10. *Survival of Indemnification and Advancement of Expenses*. The indemnificationand advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unlessotherwise provided when authorized or ratified, continue as to a person who has ceased to be adirector or officer and shall inure to the benefit of the heirs, executors and administrators ofsuch a person.          Section 8.11. *Limitation on Indemnification*. Notwithstanding anything contained in thisArticle VIII to the contrary, except for proceedings to enforce rights to indemnification (whichshall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify anydirector or officer (or his heirs, executors or personal or legal representatives) or advanceexpenses in connection with a proceeding (or part thereof) initiated by such person unless suchproceeding (or part thereof) was authorized or consented to by the Board of Directors of theCorporation.          Section 8.12. *Indemnification of Employees and Agents*. The Corporation may, to the extentauthorized from time to time by the Board of Directors, provide rights to indemnification and tothe advancement of expenses to employees and agents of the Corporation similar to those conferredin this Article VIII to directors and officers of the Corporation.
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**ARTICLE IX**AMENDMENTS          These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may beadopted by the stockholders or by the Board of Directors, provided, however, thatnotice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the noticeof such meeting of stockholders or Board of Directors as the case may be. All such amendments mustbe approved by either the holders of two-thirds of the votes entitled to be cast, voting as asingle class, by holders of outstanding capital stock which by its terms may vote on all matterssubmitted to stockholders of the Corporation generally or by a majority of the Board of Directorsthen in office; provided, however, that Section 2.2 (except for Section 2.2(a)),Section 2.3, Section 3.1 (except for Section 3.1(a)) and this Article IX may be altered, amended orrepealed only with approval of a majority of the Board of Directors then in office and approval ofholders of two-thirds of the votes entitled to be cast, voting as a single class, by holders ofoutstanding capital stock which by its terms may vote on all matters submitted to stockholders ofthe Corporation generally.**ARTICLE X**CONFLICTS          If there is a conflict between the provisions of these Bylaws and the provisions of theCertificate of Incorporation or the mandatory provisions of the DGCL, such provision or provisionsof the Certificate of Incorporation and the DGCL, as the case may be, will be controlling.
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