**Exhibit 3.2
**AMENDED AND RESTATED**

**BY-LAWS**

**OF**

**IPALCO ENTERPRISES, INC.**

**ARTICLE I.**

**OFFICES**

 Section 1. The registered office of the Corporation required by the Indiana BusinessCorporation Law (the "Corporation Law"), to be maintained in the State ofIndiana shall be in the City of Indianapolis, County of Marion, State ofIndiana.  The Corporation may also have offices at such other places both withinand without the State of Indiana as the Board of Directors may from time to timedetermine or the business of the Corporation may require.

**ARTICLE II.**

**SHAREHOLDERS**

 Section 1. Time and Place of Meetings.  All meetings of the shareholders forthe election of directors or for any other purpose shall be held at such timeand place, within or without the State of Indiana, as shall be designated by theBoard of Directors.  In the absence of a designation of a place for any suchmeeting by the Board of Directors, each such meeting shall be held at theprincipal office of the Corporation. 

 Section 2. Annual Meetings.  An annual meeting of shareholdersshall be held for the purpose of electing directors and transacting such otherbusiness as may properly be brought before the meeting.  The date of the annualmeeting shall be determined by the Board of Directors.

 Section 3. Special Meetings.  Special meetings of theshareholders, for any purpose or purposes, unless otherwise prescribed by law,may be called by the Chief Executive Officer, by the President, by the Chairmanof the Board and shall be called by the Board of Directors if the Secretaryreceives written, dated and signed demands for a special meeting, describing inreasonable detail the purpose or purposes for which it is to be held, from theholders of shares representing at least twenty-five percent (25%) of all votesentitled to be cast on any issue proposed to be considered at the proposedspecial meeting.  If the Secretary receives one (1) or more proper writtendemands for a special meeting of shareholders entitled to make such demand. 

 Section 4. Notice of Meetings.  Written notice of each meetingof the shareholders stating the place, date and time of the meeting and, in thecase of a special meeting, the purpose or purposes for which the meeting iscalled, shall be delivered not less than ten nor more than sixty days before thedate of the meeting, either personally or by mail, by the President, or by theSecretary at the direction of the President or the person or persons calling themeeting, to each shareholder of record entitled to vote at such meeting.  In theevent of a special meeting of shareholders required to be called as the resultof a demand therefor made by shareholders, such notice shall be given no laterthan the sixtieth (60th) day after the Corporation's receipt of the demandrequiring the meeting to be called.  If mailed, such notice shall be deemed tobe delivered when deposited in the United States mail, addressed to theshareholder at his address as it appears on the records of the Corporation, withpostage thereon prepaid.  

 Any shareholder entitled to receive notice may at any time waive notice ofany meeting by a writing executed and delivered to the Corporation for inclusionin the minutes or filing with the Corporate records.  Attendance by ashareholder at any meeting (a) waives objection to lack of notice of defectivenotice of the meeting, unless the shareholder or his or her proxy at thebeginning of the meeting objects to holding the meeting or transacting businessat the meeting, and (b) waives objection to consideration of a particular matterat the meeting that is not within the purpose or purposes described in themeeting notice, unless the shareholder or his or her proxy objects toconsidering the matter when it is presented.  If an annual or specialshareholders' meeting is adjourned to a different date, time or place, noticeneed not be given of the new date, time or place if the new date, time or placeis announced at the meeting before adjournment, unless a new record date is ormust be established for the adjourned meeting. 

 Section 5. Quorum  The holders of record of a majority of theshares issued and outstanding and entitled to vote on a matter, represented inperson or by proxy, shall constitute a quorum for action on the matter at allmeetings of the shareholders for the transaction of business, except asotherwise provided by the Corporation Law or by the Articles of Incorporation. Action may be taken at a shareholders' meeting only on matters with respect towhich a quorum exists; provided, however, that any meeting of shareholders,including annual and special meetings and any adjournments thereof, may beadjourned to a later date although less than a quorum is present.  Once a shareis represented for any purpose at a meeting, it is deemed present for quorumpurposes for the remainder of the meeting and for any adjournment of thatmeeting unless a new record date is or must be set for that adjourned meeting.  

 Section 6. Voting.  Except as otherwise provided in theCorporation Law or in the Articles of Incorporation, at all meetings of theshareholders, each shareholder shall be entitled to vote, in person or by proxy,each share owned by such shareholder of record on the record date for themeeting and that is still outstanding at the time of the meeting.  Eachoutstanding share shall be entitled to one vote on each matter submitted to avote at a meeting of shareholders, unless otherwise provided in the CorporationLaw or in the Articles of Incorporation.  When a quorum is present as to amatter to be considered at any meeting, action on such matter (other than theelection of Directors) is approved if the votes properly cast favoring theaction exceed the votes properly cast opposing the action, except as theArticles of Incorporation or the Corporation Law require a greater number ofaffirmative votes.  Directors shall be elected by a plurality of the votesproperly cast. 

 Section 7. Informal Action by Shareholders.  Unless otherwiseprovided by the Corporation Law or by the Articles of Incorporation, any actionrequired to be taken at a meeting of the shareholders, or any other action whichmay be taken at a meeting of the shareholders, may be taken without a meetingand without a vote, if a consent in writing, setting forth the action so taken,shall be signed by all of the shareholders entitled to vote on the action, andis delivered to the Corporation for inclusion in the minutes or filings with thecorporate records.  

 Section 8. Proxies.  At all meetings of shareholders, ashareholder may vote in person or vote by proxy which is executed by theshareholder or his duly authorized attorney-in-fact.  Such proxy shall be filedwith the Secretary or other person authorized to tabulate votes at any timeprior to the commencement of the meeting.  No proxy shall be valid after elevenmonths from the date of its execution unless a larger period is expresslyprovided in the proxy. 

**ARTICLE III.**

**DIRECTORS**

 Section 1. General Powers.  The business and affairs of theCorporation shall be managed and controlled by or under the direction of itsBoard of Directors, which may exercise all such powers of the Corporation and doall such lawful acts and things as are not by law or by the Articles ofIncorporation or by these By-laws directed or required to be exercised or doneby the shareholders.  

 Section 2. Number, Qualification and Tenure.  The Board ofDirectors of the Corporation shall consist of not less than three (3) membersand not more than twelve (12) members, as may be determined by the Board ofDirectors from time to time.  Within the limits above specified, the number ofdirectors shall be determined from time to time by resolution of the Board ofDirectors.  The directors shall be elected at the annual meeting of theshareholders, except as provided in the Articles of Incorporation or Section 3of this Article, and each director elected shall hold office until his successoris elected and qualified or until his earlier death, disqualification,resignation or removal from office.  Any decrease in the number of directorsshall not have the effect of shortening the term of any incumbent director. 

 Section 3. Vacancies and Newly Created Directorships.  Vacanciesand newly created directorships resulting from any increase in the number ofdirectors may be filled by the appointment of a majority of the directors thenin office (even though less than a quorum), and each director so appointed shallhold office until the next annual meeting of shareholders and until hissuccessor is elected and qualified or until the earlier death, disqualification,resignation or removal from office of such director. 

 Section 4. Independent Director.

 (a)  The Corporation shall have at all times one individual who isan Independent Director (as defined below).  If the Independent Directorresigns, dies or becomes incapacitated, or such position is otherwise vacant,no action requiring the unanimous affirmative vote of the directors shall betaken until a successor Independent Director is appointed and qualified andapproves such action. 

 (b)  Notwithstanding any other provision of these By-laws and anyprovision of law that otherwise so empowers the Corporation, the Corporationshall not, without the prior unanimous consent of the Board of Directors,including the Independent Director, do any of the following: (i) make ageneral assignment for the benefit of creditors; (ii) file a voluntary petitionin bankruptcy; (iii) file a petition or answer seeking reorganization,arrangement, composition, readjustment, liquidation, dissolution or similarrelief under any statute, law or regulation; (iv) file an answer or otherpleading admitting or failing to contest the material allegations of a petitionfiled against it in any proceeding seeking reorganization, arrangement,composition, readjustment, liquidation, dissolution or similar relief under anystatute, law or regulation, or the entry of any order appointing a trustee,liquidator or receiver of it or of its assets or any substantial portionthereof; or (v) seek, consent to or acquiesce in the appointment of a trustee,receiver or liquidator of it or of all or any substantial part of its assets. With regard to any action contemplated by the preceding sentence, or withregard to any action taken or determination made at any time when theCorporation is insolvent, each director will owe its primary fiduciary duty tothe Corporation (including the creditors of the Corporation). 

 (c)  For purposes of these By-laws of the Corporation, "IndependentDirector" shall mean, with respect to the Corporation, a director who is not,and within the last five years was not (except solely by virtue of such person'sserving as, or affiliation with any other person serving as, an independentdirector of The AES Corporation ("Parent") or any of its affiliates), (i) astockholder, member, partner, director, officer, employee, affiliate,customer, supplier, creditor or independent contractor of, or any person thathas received any benefit in any form whatever from, or any person that hasprovided any service in any form whatever to, or any major creditor (or anyaffiliate of any major creditor) of, the Parent or any of its affiliates, or(ii) any person owning beneficially, directly or indirectly, any outstandingshares of common stock, any limited liability corporation interests or anypartnership interests, as applicable, of the Parent orany of its affiliates, or of any major creditor (or any affiliate of any majorcreditor) of any of the foregoing, or a stockholder, member, partner,director, officer, employee, affiliate, customer, supplier, creditor orindependent contractor of, or any person that has received any benefit in anyform whatever from, or any person that has provided any service in any formwhatever to, such beneficial owner or any of such beneficial owner'saffiliates, or (iii) a member of the immediate family of any person describedabove; provided that the indirect or beneficial ownership of stock through amutual fund or similar diversified investment vehicle with respect to which theowner does not have discretion or control over the investments held by suchdiversified investment vehicle shall not preclude such owner from being anIndependent Director.  For purposes of this definition, "majorcreditor" shall mean a natural person or business entity to which the Parent orany of its affiliates has outstanding indebtedness for borrowed money or crediton open account in a sum sufficiently large as would reasonably be expected toinfluence the judgment of the proposed Independent Director adversely to theinterests of the Corporation when the interests of that person or entity areadverse to those of the Corporation. 

 Section 5. Directors' Duties.  The directors, including theIndependent Director, will act in good faith in accordance with the terms of theorganizational documents and applicable law, and make decisions with respect tothe business and operations of the Corporation independent of, and not dictatedby, the Parent, or any other affiliate thereof, and any director shall bear afiduciary duty to the Corporation (including its creditors). 

 Section 6. Place of Meetings.  The Board of Directors may holdmeetings, both regular and special, either within or without the State ofIndiana. 

 Section 7. Meetings.  The Board of Directors shall hold aregular meeting, to be known as the annual meeting, immediately following eachannual meeting of the shareholders without any notice being given.  Otherregular meetings of the Board of Directors shall be held at such time and placeas the Board of Directors may designate from time to time.  No notice of regularmeetings need be given, other than by announcement at the immediately precedingregular meeting.  Special meetings of the Board of Directors may be called by orat the request of the Chairman of the Board or a majority of the Board ofDirectors.  Notice of any special meeting of the Board shall be given at leasttwo days prior thereto, either in writing, or telephonically if confirmedpromptly in writing, to each director at the address shown for such director onthe records of the Corporation. 

 Section 8. Waiver of Notice; Business and Purpose.  Notice ofany meeting of the Board of Directors may be waived in writing at any time ifsuch waiver is signed by the person or persons entitled to such notice and filedwith the minutes or corporate records.  A Director's attendance at orparticipation in a meeting waives any required notice to the Director of themeeting, unless the Director at the beginning of the meeting (or promptly uponthe Director's arrival) objects to holding the meeting or transacting businessat the meeting and does not thereafter vote for or assent to action taken at themeeting.  Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the Board need be specified in the notice orwaiver of notice of such meeting, unless specifically required by theCorporation Law. 

 Section 9. Quorum and Voting.  At all meetings of the Board ofDirectors a majority of the total number of directors then in office immediatelybefore the meeting begins shall constitute a quorum for the transaction ofbusiness.  The act of a majority of the directors present at any meeting atwhich there is a quorum present when a vote is taken shall be the act of theBoard of Directors, unless the act of a greater number is required by theCorporation Law or by the Articles of Incorporation or By-Laws. 

 Section 10. Organization.  The Chairman of the Board, ifelected, shall act as chairman at all meetings of the Board of Directors.  Ifthe Chairman of the Board is not elected or if elected, is not present, the ViceChairman, if any, or, if no such Vice Chairman is present, a director chosen bya majority of the directors present, shall act as chairman at such meeting ofthe Board of Directors. 

 Section 11. Committees.  The Board of Directors, by resolutionadopted by a majority of the whole Board, may designate two or more directors toconstitute an Executive Committee.  The Board of Directors, by resolutionadopted by a majority of the whole Board, may create one or more othercommittees and appoint two or more directors to serve on such committee orcommittees.  Each director appointed to serve on any such committee shall serveat the pleasure of the Board, unless the resolution designating the respectivecommittee is sooner amended or rescinded by the Board of Directors, until thenext annual meeting of the Board or until his respective successor isdesignated.  The Board of Directors, by resolution adopted by a majority of thewhole Board, may also designate additional directors as alternate members of anycommittee to serve as members of such committee in the place and stead of anyregular member or members thereof who may be unable to attend a meeting orotherwise unavailable to act as a member of such committee.  In the absence ordisqualification of a member and all alternate members designated to serve inthe place and stead of such member, the member or members thereof present at anymeeting and not disqualified from voting, whether or not such member or membersconstitute a quorum, may unanimously appoint another director to act at themeeting in the place and stead of such absent or disqualified member. 

 The Executive Committee may exercise all the powers and authority of theBoard of Directors in the management of the business and affairs of theCorporation between the meetings of the Board of Directors, and any othercommittee may exercise the power and authority of the Board of Directors to theextent specified by the resolution designating such committee, or the Articlesof Incorporation or these By-laws; provided, however, that no committee may takeany action that is expressly required by the Corporation Law or the Articles ofIncorporation or these By-laws to be taken by the Board of Directors and not bya committee thereof.  Each committee shall keep a record of its acts andproceedings, which shall form a part of the records of the Corporation in thecustody of the Secretary, and all actions of each committee shall be reported tothe Board of Directors at the next meeting of the Board. 

 Except to the extent inconsistent with the resolutions creating a committee,Sections 6, 7, 8, 9, 12, 13 and 15 of Article III of these By-Laws, which governmeetings, action without meetings, notice and waiver of notice, quorum andvoting requirements and telephone participation in meetings of the Board ofDirectors, apply to each committee and its members as well. 

 Section 12. Action without Meeting.  Unless otherwisespecifically prohibited by the Articles of Incorporation or these By-laws, anyaction required or permitted to be taken at any meeting of the Board ofDirectors or any committee thereof may be taken without a meeting, if allmembers of the Board of Directors or such committee, as the case may be, executea consent thereto in writing setting forth the action so taken, and the writingor writings are filed with the minutes of proceedings of the Board of Directorsor such committee. 

 Section 13. Attendance by Telephone.  Members of the Board ofDirectors or any committee thereof may participate in and act at any meeting ofthe Board of Directors or such committee, as the case may be, through the use ofa conference telephone or other communications equipment by means of which allpersons participating in the meeting can simultaneously hear each other. Participation in such meeting shall constitute attendance and presence in personat the meeting of the person or persons so participating. 

 Section 14. Compensation.  By resolution of the Board ofDirectors, irrespective of any personal interest of any of the members thereof,the directors may be paid their reasonable expenses, if any, of attendance ateach meeting of the Board of Directors and may be paid a fixed sum forattendance at meetings or a stated salary as directors, payable in cash orsecurities.  These payments shall not preclude any director from serving theCorporation in any other capacity and receiving compensation therefor.  Membersof special or standing committees may be allowed like compensation for attendingcommittee meetings. 

 Section 15. Presumption of Assent.  A director who is present ata meeting of the Board of Directors or any committee thereof when corporateaction is taken shall be deemed to have assented to the action taken unless: (1)he objects at the beginning of the meeting (or promptly upon his arrival) toholding such meeting or transacting business at such meeting; (2) his dissent orabstention from the action taken is entered in the minutes of such meeting; or(3) he delivers written notice of his dissent or abstention to the presidingofficer of the meeting before the adjournment thereof or to the Secretaryimmediately after the adjournment of such meeting.  The right of dissent orabstention is not available to a director who votes in favor of the actiontaken. 

**ARTICLE IV.**

**OFFICERS**

 Section 1. Enumeration.  The officers of the Corporation shallbe chosen by the Board of Directors and shall include a President and aSecretary. The Board of Directors may also elect a Chairman of the Board, a ViceChairman, a Chief Executive Officer, one or more Vice Presidents, a ChiefFinancial Officer, a Treasurer, one or more Assistant Secretaries and AssistantTreasurers and such other officers and agents as it may deem appropriate.  Anynumber of offices may be held by the same person. 

 Section 2. Term of Office.  The officers of the Corporationshall be elected at the annual meeting of the Board of Directors and shall holdoffice until their successors are elected and qualified or until their earlierdeath, resignation or removal from office.  Any officer or agent of theCorporation may be removed, with or without cause, by the Board of Directorswhenever in its judgment the best interests of the Corporation will be servedthereby, but such removal shall be without prejudice to the contract rights, ifany, of the person so removed.  Election or appointment of an officer or agentshall not of itself create contract rights.  Any vacancy in any office becauseof death, resignation, removal, disqualification or otherwise, may be filled bythe Board of Directors for the unexpired portion of the term. 
Section 3. Chief Executive Officer.  The Chief Executive Officer ofthe Corporation, if elected, shall have general supervision, direction andcontrol of the business and affairs of the Corporation, subject to the controlof the Board of Directors, and shall have such other functions, authority andduties as customarily appertain to the office of the chief executive officer ofa business corporation or as may be prescribed by the Board of Directors. 

 Section 4. President. During any period when there shall be an officeof Chief Executive Officer, the President shall be the chief operating officerof the Corporation and shall have such functions, authority and duties as may beprescribed by the Board of Directors or the Chief Executive Officer.  During anyperiod when there shall not be an office of Chief Executive Officer, thePresident shall be the chief executive officer of the Corporation, and, as such,shall have the functions, authority and duties provided for the Chief ExecutiveOfficer. 

 Section 5. Vice President.  The Vice President or, if thereshall be more than one, each Vice President, in the absence of the President orin the event of the President's inability or refusal to act (and if there be noChief Executive Officer), shall have the authority to perform the duties of thePresident, subject to such limitations thereon as may be imposed by the Board ofDirectors, and such other duties as may from time to time be prescribed by theBoard of Directors, the Chief Executive Officer or the President. 

 Section 6. Secretary.  The Secretary shall:  (a) keep a record ofall proceedings of the shareholders, the Board of Directors and any committeesthereof in one of more books provided for that purpose; (b) give, or cause to begiven, all notices that are required by law or these By-laws to be given by theSecretary; (c) be custodian of the corporate records and, if the Corporation hasa corporate seal, of the seal of the Corporation; (d) have authority to affixthe seal of the Corporation to all instruments the execution of which requiressuch seal and to attest such affixing of the seal; (e) keep a register of thepost office address of each shareholder which shall be furnished to theSecretary by such shareholder; (f) sign, with the Chief Executive Officer, ifany, or President or any Vice President, or any other officer thereuntoauthorized by the Board of Directors, any certificates for shares of theCorporation, or any deeds, mortgages, bonds, contracts or other instrumentswhich the Board of Directors has authorized to be executed by the signature ofmore than one officer; (g) have general charge of the share transfer books ofthe Corporation; (h) have authority to certify as true and correct copies of theBy-laws, or resolutions of the shareholders, the Board of Directors andcommittees thereof, and of other documents of the Corporation; and (i) ingeneral, perform the duties incident to the office of secretary and such otherduties as from time to time may be prescribed by the Board of Directors, theChief Executive Officer or the President.  The Board of Directors may givegeneral authority to any other officer to affix the seal of the Corporation andto attest such affixing of the seal. 

 Section 7. Assistant Secretary.  The Assistant Secretary, or ifthere shall be more than one, each Assistant Secretary in the absence of theSecretary or in the event of the Secretary's inability or refusal to act, shallhave the authority to perform the duties of the Secretary, subject to suchlimitations thereon as may be imposed by the Board of Directors, and such otherduties as may from time to time be prescribed by the Board of Directors, theChief Executive Officer, the President or the Secretary. 

 Section 8. Chief Financial Officer.  Unless otherwise designatedby the Board of Directors, the Chief Financial Officer shall be the principalaccounting and financial officer of the Corporation.  The Chief FinancialOfficer shall:  (a) have charge of and be responsible for the maintenance ofadequate books of account for the Corporation; and (b) perform the dutiesincident to the office of Chief Financial Officer and such other duties as mayfrom time to time be prescribed by the Board of Directors, the Chief Executiveofficer or the President. 

 Section 9. Treasurer.  The Treasurer shall:  (a) have charge andcustody of all funds and securities of the Corporation, and be responsibletherefor and for the receipt and disbursement thereof; and (b) perform theduties incident to the office of treasurer and such other duties as may fromtime to time be prescribed by the Board of Directors, the Chief ExecutiveOfficer, the President or the Chief Financial Officer.  The Treasurer may signwith the Chief Executive Officer, if any, or the President, or any VicePresident, or any other officer thereunto authorized by the Board of Directors,certificates for shares of the Corporation.  If required by the Board ofDirectors, the Treasurer shall give a bond for the faithful discharge of hisduties in such sum and with such surety or sureties as the Board of Directorsmay determine. 

 Section 10. Assistant Treasurer.  The Assistant Treasurer, or ifthere shall be more than one, each Assistant Treasurer, in the absence of theTreasurer or in the event of the Treasurer's inability or refusal to act, shallhave the authority to perform the duties of the Treasurer, subject to suchlimitations thereon as may be imposed by the Board of Directors, and such otherduties as may from time to time be prescribed by the Board of Directors, theChief Executive Officer, the President or the Treasurer. 

 Section 11. Other Officers and Agents.  Any officer or agent whois elected or appointed from time to time by the Board of Directors and whoseduties are not specified in these By-laws shall perform such duties and havesuch powers as may from time to time be prescribed by the Board of Directors,the Chief Executive Officer or the President. 

**ARTICLE V.**

**CERTIFICATES FOR SHARES**

 Section 1. Form.  The shares of the Corporation shall berepresented by certificates; provided, however, the Board of Directors mayprovide by resolution or resolutions that some or all of any or all classes orseries of the Corporation's shares shall be uncertificated shares.  Eachcertificate for shares shall be consecutively numbered or otherwise identified. Certificates representing shares in the Corporation shall be signed by or in thename of the Corporation by the Chief Executive Officer or the President or aVice President and by the Treasurer or an Assistant Treasurer or the Secretaryor an Assistant Secretary of the Corporation.  Where a certificate iscountersigned by a transfer agent, other than the Corporation or an employee ofthe Corporation, or by a registrar, the signatures of one or more officers ofthe Corporation may be facsimiles.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, the certificate may be issued by theCorporation with the same effect as if such officer, transfer agent or registrarwere such officer, transfer agent or registrar at the date of its issue. 

 Section 2. Transfer.  Upon surrender to the Corporation or thetransfer agent of the Corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, it shall be the duty of the Corporation to issue a new certificate oruncertificated shares in place of any certificate therefor issued by theCorporation to the person entitled thereto, cancel the old certificate andrecord the transaction in its share book. 
Section 3. Replacement.  In case of the loss, destruction,mutilation or theft of a certificate representing shares of the Corporation, anew certificate may be issued upon the surrender of the mutilated certificateor, in the case of loss, destruction or theft of a certificate, uponsatisfactory proof of such loss, destruction or theft and upon such terms as theBoard of Directors may prescribe.  The Board of Directors may in its discretionrequire the owner of the lost, destroyed or stolen certificate, or his legalrepresentative, to give the Corporation a bond, in such sum and in such form andwith such surety or sureties as it may direct, to indemnify the Corporation, itstransfer agents and registrars, if any, against any claim that may be madeagainst them or any of them with respect to the certificate alleged to have beenlost, destroyed or stolen. 

**ARTICLE VI.**

**SEPARATENESS**

 Section 1. Funds, Assets and Accounts.  The funds and otherassets of the Corporation shall not be commingled with those of any otherentity, and the Corporation shall maintain its accounts separate from any otherperson or entity. 

 Section 2. Liability for Debts and Name.  The Corporation shallnot hold itself out as being liable for the debts of any other entity, and shallconduct its own business in its own name. 
Section 3. Action through Agents and Identity.  The Corporationshall act solely in its own name and through its duly authorized directors,officers or agents in the conduct of its business, and shall conduct itsbusiness so as not to mislead others as to the identity of the entity or assetswith which they are concerned. 

 Section 4. Separate Records. The Corporation shall maintain separaterecords, books of account and financial statements, and shall not commingle itsrecords and books of account with the records and books of account of any otherentity. 

 Section 5. Formalities.  The Corporation shall observe in allmaterial respects all formalities required by its organizational documents andapplicable law. 

 Section 6. Capitalization.  The Corporation shall at all timesensure that its capitalization is adequate in light of its business and purpose. 

 Section 7. Debts of Affiliates.  Subject to the last sentence ofthis Section 7, (i) neither the Parent nor any affiliate of the Parent (otherthan the Corporation) shall guaranty, become liable on or hold itself out asbeing liable for the debts of the Corporation; (ii) the Corporation shall notguarantee or become obligated for the debts of the Parent or any affiliatethereof (other than the Corporation), or otherwise hold out its credit as beingavailable to satisfy the obligations of the Parent or any affiliate thereof(other than the Corporation); (iii) the Corporation shall not pledge its assetsfor the benefit of Parent or any of its affiliates;  (iv) the Corporation shallnot make loans or advances to Parent or any of its affiliates, and shall notacquire obligations or securities of the Parent or any affiliate thereof (otherthan the Corporation), other than the settlement of purchase contracts withrespect to any Premium Income Equity Securities or similar securities issued bythe Corporation.  Notwithstanding the foregoing, the Corporation may take anyaction otherwise prohibited under this Section 7 if such action is taken withrespect to its own subsidiaries, and its own subsidiaries may take any actionotherwise prohibited under this Section 7 if such action is taken with respectto the Corporation. 

 Section 8. Payment of Liabilities.  The Corporation shall payits own liabilities out of its own funds. 

 Section 9. Arm's Length Relationship with Affiliates.  TheCorporation shall maintain an arm's-length relationship with its affiliates. 

 Section 10. Overhead and Office Space.  The Corporation shallallocate fairly and reasonably any overhead for office space shared with theParent or any affiliate thereof. 

 Section 11. Separate Business Forms.  The Corporation shall useits own separate stationery, invoices, checks and other business forms. 

 Section 12. Correction of Misunderstandings.  The Corporationshall correct any known misunderstanding regarding its separate identity. 

**ARTICLE VII.**

**GENERAL PROVISIONS**

 Section 1. Fiscal Year.  The fiscal year of the Corporationshall be fixed from time to time by resolution of the Board of Directors. 

 Section 2. Corporation Seal.  The corporate seal, if any, of theCorporation shall be in such form as may be approved from time to time by theBoard of Directors.  The seal may be used by causing it or a facsimile thereofto be impressed or affixed or in any other manner reproduced. 
Section 3. Notices and Mailing.  Except as otherwise provided in theCorporation Law, the Articles of Incorporation or these By-laws, all noticesrequired to be given by any provision of these By-laws shall be deemed to havebeen given (i) when received, if given in person, (ii) on the date ofacknowledgment of receipt, if sent by telex, facsimile or other wiretransmission, (iii) one day after delivery, properly addressed, to a reputablecourier for same day or overnight delivery, or (iv) five days after beingdeposited, properly addressed, in the U.S. mail, certified or registered mail,postage prepaid. 

 Section 4. Waiver of Notice. Except as otherwise set forth in theCorporation Law, the Articles of Incorporation or these By-Laws, whenever anynotice is required to be given under the Corporation Law or the provisions ofthe Articles of Incorporation or these By-laws, a waiver thereof in writing,signed by the person or persons entitled to said notice, whether before or afterthe time stated therein, shall be deemed equivalent to notice. 

 Section 5. Interpretation.  In these By-laws, unless a clearcontrary intention appears, the singular number includes the plural number andvice versa, and reference to either gender includes the other gender. 

**ARTICLE VIII.**

**AMENDMENTS**

 Unless the power to make, alter, amend or repeal these By-laws is reservedto the shareholders by the Articles of Incorporation, these By-laws, includingany By-law adopted by the shareholders, may be made, altered, amended orrepealed by the shareholders or the Board of Directors, provided, that (i) theunanimous consent of the Board of Directors, including the Independent Director,shall be required to alter, amend or repeal (a) Section 4 and Section 5 ofArticle III hereof; (b) Article VI hereof; and (c) this Article VIII; and (ii)subject to paragraph (i) above, the fact that the power to make, alter, amend orrepeal these By-laws has been conferred upon the Board of Directors shall notdivest the shareholders of the same powers.**