Exhibit 3.2AMENDED AND RESTATEDBY-LAWSOFSTANDARD MICROSYSTEMS CORPORATION(Effective September 24, 2007)1. STOCKHOLDERS     1.1 Place of Stockholders’ Meetings. All meetings of the stockholders of the Corporationshall be held at such place or places, within or outside the state of incorporation, as may befixed by the Board of Directors from time to time or as shall be specified in the respectivenotices thereof.     1.2 Date and Hour of Annual Meetings of Stockholders. An annual meeting of stockholdersshall be held each year on the third Tuesday of July, unless said date is a legal holiday, inwhich case the meeting shall be held on the next day thereafter which is not a legal holiday, at10:00 A.M., or on such other date and at such other times as may be designated by the Boardof Directors. Each such meeting shall be held at ten o’clock in the morning, local time in effectat the place where the meeting is held, unless the Board of Directors shall fix anotherhour which shall be stated in the notice of the meeting.     1.3 Purposes of Annual Meeting. The annual meeting of the stockholders shall be held for thepurpose of electing directors and transacting such other business as may properly come before themeeting.     1.4 Special Meetings of Stockholders. Special meetings of the stockholders or of any class orseries thereof entitled to vote may be called by the Chairman or by the President or by the Boardof Directors, or at the request in writing by stockholders of record owning at least sixty-sixand two-thirds percent (66-2/3%) of the issued and outstanding shares of the Corporationentitled to vote at such meeting. Any such request by stockholders shall include a detaileddescription of the purposes of, and the actions proposed to be taken at, such meeting and, if suchmeeting is requested for purposes of the election of directors, the request shall include theinformation specified in Section 2.2.1(B) with respect to each nominee to be considered forelection at the meeting. The Corporation shall use reasonable efforts to hold any specialmeeting requested by stockholders as promptly as practicable following receipt of a requesttherefore complying with the provisions of this Section 1.4; provided, that the Corporationshall not be required to hold any such meeting prior to the 60th day following receipt of suchrequest.
 

 
     1.5 Notice of Meetings of Stockholders. Except as otherwise expressly required or permittedby the laws of the state of incorporation, not less than ten days nor more than fifty daysbefore the date of every stockholders meeting the Secretary shall give to each stockholderof record entitled to vote at such meeting, written notice stating the place, date and hour ofthe meeting and, in the case of a special meeting, the purpose or purposes for which themeeting is called. Such notice, if mailed, shall be deemed to be given when deposited in theUnited States mail, postage prepaid, directed to the stockholder at his address for notices tosuch stockholder as it appears on the records of the Corporation.     1.6 Quorum of Stockholders.          (a) Unless otherwise provided by the laws of Delaware, at any meeting of the stockholders, thepresence in person or by proxy of stockholders entitled to cast a majority of the votes thereatshall constitute a quorum.          (b) At any meeting of the stockholders at which a quorum shall be present, a majority of thosepresent in person or by proxy may adjourn the meeting from time to time without notice other thanannouncement at the meeting. In the absence of a quorum, the officer presiding thereat shall havepower to adjourn the meeting from time to time until a quorum shall be present. Notice of anyadjourned meeting, other than announcement at the meeting, shall not be required to be given,except as provided in paragraph (d) below and except where expressly required by law.          (c) At any adjourned session at which a quorum shall be present, any business may betransacted which might have been transacted at the meeting originally called but only thosestockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at anyadjournment or adjournments thereof, unless a new record date is fixed by the Board of Directors.          (d) If an adjournment is for more than thirty days, or if after the adjournment a new recorddate is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of record entitled to vote at the meeting.     1.7 Chairman and Secretary of Meeting. The Chairman or the Vice-Chairman or the Presidentshall preside at meetings of the stockholders. The Secretary shall act as secretary of themeeting, or in his absence, the Assistant Secretary shall act, or if neither is present, thenthe presiding officer may appoint a person to act as secretary of the meeting.     1.8 Voting by Stockholders. Except as may be otherwise provided by these By-laws, atevery meeting of the stockholders, each stockholder shall, unless otherwise provided, beentitled to one vote for each share of stock standing in his name on the books of theCorporation on the record date for the meeting. All elections
 

 
and questions shall be decided bythe vote of a majority in interest of the stockholderspresent in person or represented by proxy and entitled to vote at the meeting, except asotherwise permitted or required by the laws of Delaware, the certificate of incorporation or theseBy-laws.     1.9 Proxies. Any stockholder entitled to vote at any meeting of stockholders may vote eitherin person or by his attorney-in-fact. Every proxy shall be in writing, subscribed by thestockholder or his duly authorized attorney-in-fact, but need not be dated, sealed, witnessed oracknowledged.     1.10 Inspectors. The election of Directors and any other vote by ballot at any meeting of thestockholders shall be supervised by at least two inspectors. Such inspectors may be appointed bythe Chairman or President before or at the meeting; or if one or both inspectors so appointed shallrefuse to serve or shall not be present, such appointment shall be made by the officer presiding atthe meeting.     1.11 List of Stockholders.          (a) At least ten days before every meeting of stockholders, the Secretary shall prepare andmake a complete list of the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing the address of each stockholder and the number of shares registered inthe name of each stockholder.          (b) During ordinary business hours, for a period of at least ten days prior to themeeting, such list shall be open to examination by any stockholder for any purpose germane tothe meeting, either at a place within the city where the meeting is to be held, which placeshall be specified in the notice of the meeting, or if not so specified, at the place where themeeting is to be held.          (c) The list shall also be produced and kept at the time and place of the meetingduring the whole time of the meeting and it may be inspected by any stockholder who ispresent.          (d) The stock ledger shall be the only evidence as to who are the stockholders entitled toexamine the stock ledger, the list required by this Section 1.11 or the books of theCorporation, or to vote in person or by proxy at any meeting of stockholders.     1.12 Procedure at Stockholders’ Meetings. The order of business and all other matters ofprocedure at every meeting of stockholders may be determined by the presiding officer. Not lessthan 15 minutes following the presentation of any resolution to any meeting of stockholders,the presiding officer may announce that further discussion on such resolution shall be limited tonot more than three persons who favor and not more than three persons who oppose suchresolution, each of whom shall be designated by the presiding officer and shall thereupon beentitled to speak thereon for not more than five minutes. After such person, or such a lessernumber thereof as shall
 

 
advise the presiding officer of their desire so to speak, shall havespoken on such resolution, the presiding officer may direct a vote on such resolution without furtherdiscussion thereon at the meeting. Except where otherwise provided by the certificate ofincorporation, law or these By-laws, every question that shall come before a meeting shall bedecided by a majority of the votes cast thereon and any such majority vote shall be the act of thestockholders.2. DIRECTORS     2.1 Powers of Directors. The property, business and affairs of the Corporation shall bemanaged by its Board of Directors which may exercise all the powers of the Corporation exceptsuch as are by law or the certificate of incorporation or these By-laws required to beexercised or done by the stockholders.     2.2 Number, Method of Election, Terms of Office of Directors. The number of directors whichshall constitute the whole Board of Directors shall not be less than three, nor more thanfifteen, the exact number of directors to be such number as may be fixed from time to timewithin such limits by resolution adopted by affirmative vote of a majority of the wholeBoard of Directors. No decrease in the number of directors shall shorten the term of any incumbentdirector. Each director shall at all times from and after the second anniversary of thedirector’s first election own at least an amount of the Corporation’s common stock, includingcommon stock equivalents in the form of phantom stock grants, determined as the quotient obtainedby dividing two times the then current annual retainer for non-employee directors by the closingprice of a share of Corporation common stock on the trading day immediately before the date of suchdetermination. The Secretary shall periodically perform audits regarding the compliance ofeach director with such stock ownership requirements, and in the event that a directorreceives written notification from the Secretary indicating such director’s noncompliancewith the stock ownership requirements, such director shall have six months from the date of suchwritten notice to come into compliance with the stock ownership rules.     2.2.1 (A) Nominations for the election of directors may be made by the Board of Directors orby any stockholder entitled to vote for the election of directors.          B) Such nominations, if not made by the Board of Directors, shall be made by notice inwriting, delivered or mailed by first class United States mail, postage prepaid, by astockholder to the Secretary of the Corporation not less than 60 days nor more than 90 daysprior to the first anniversary of the preceding year’s annual meeting; provided ,however,that in the event that the date of the annual meeting is advanced by more than 20 days, ordelayed by more than 60 days, from such anniversary date, notice by the stockholder tobe timely must be so delivered not earlier than the 90th day prior to such annual meeting andnot later than the close of business on the later of the 60th day prior to such annual meetingor the tenth day following the day on which public announcement of the date of such meeting isfirst made. Each such notice shall set forth (i) the name, age, business address and, if
 

 
known, residence address of each nominee proposed in such notice, (ii) the principaloccupation or employment of each such nominee, (iii) the number of shares of stock of theCorporation which are beneficially owned by each such nominee, (iv) all other informationrelating to such nominee that would be required to be disclosed in solicitations of proxies forelection of directors, or otherwise would be required, in each case pursuant to Regulation14A under the Securities Exchange Act of 1934, as amended, including such person’s writtenconsent to serving as a director if elected, and (v) a statement that such nominee is qualifiedto serve as a director of the Corporation or, if not so qualified, the basis for such nominee’sfailure to so qualify, all in reasonable detail so that such information may be independentlyverified. Such notice shall be accompanied by the certificate of the stockholder proposing to makesuch nomination that the statements made in such notice are true, accurate, and complete in allrespects. Nomination or election of any such nominee as a director shall not constitute a proposalmade by or on behalf of the Corporation for purposes of Regulation 14A, unless the Board ofDirectors shall otherwise determine.          (C) Notice of nominations which are proposed by the Board of Directors shall be given onbehalf of the Board, at or prior to the meeting of stockholders at which such nominations are to bevoted upon, by the chairman of the meeting.          (D) The chairman of the meeting may, if the facts warrant, determine and declare to themeeting that a nomination was not made in accordance with the By-laws, and if he should sodetermine, he shall so declare to the meeting, whereupon the defective nomination shall bedisregarded.     2.3 Vacancies on Board of Directors.          (a) Any Director may resign his office at any time by delivering his resignation in writing tothe Chairman or the President or the Secretary. It will take effect at the time specified therein,or, if no time is specified, it will be effective at the time of its receipt by the Corporation.The acceptance of a resignation shall not be necessary to make it effective, unless expressly soprovided in the resignation.          (b) Any vacancy occurring in the Board of Directors caused by death, resignation, orremoval, and any newly created directorship resulting from an increase in the number ofdirectors, may be filled by a majority of the directors in office, although less than aquorum, or by a sole remaining director. Each director chosen to fill a vacancy or newly createddirectorship shall hold office until the next election of the class for which such director shallhave been chosen, and until his successor shall be elected and qualified, or until his death, oruntil he shall have resigned, or have been removed.     2.4 Meetings of the Board of Directors.          (a) The Board of Directors may hold their meetings, both regular and special, either within oroutside the state of incorporation.
 

 
          (b) Regular meetings of the Board of Directors may be held at such time and place as shallfrom time to time be determined by resolution of the Board of Directors. No notice of such regularmeetings shall be required. If the date designated for any regular meeting be a legal holiday, thenthe meeting shall be held on the next day which is not a legal holiday.          (c) Immediately following the annual meeting of the stockholders, a regular annual meetingof the Board of Directors shall be held for the election of officers and the transaction ofsuch other business as may come before it. If such meeting is held at the place of thestockholders meeting, no notice thereof shall be required.          (d) Special meetings of the Board of Directors shall be held whenever called by direction ofthe Chairman or the President or at the written request of two directors.          (e) The Secretary shall give notice to each director of any special meeting of the Board ofDirectors by mailing the same at least two days before the meeting or by telegraphing or deliveringthe same not later than the day before the meeting. Such notice need not include a statement of thebusiness to be transacted at, or the purpose of, any such meeting. Any and all business may betransacted at any meeting of the Board of Directors. No notice of any adjourned meeting need begiven. No notice to or waiver by any Director shall be required with respect to any meeting atwhich such Director is present.     2.5 Quorum and Action. One-half of the total number of directors, but not less than twodirectors, shall constitute a quorum for the transaction of business; but if there shall beless than a quorum at any meeting of the Board, a majority of those present may adjourn themeeting from time to time. Except where otherwise provided by the By-laws, the vote of a majorityof the directors present at any meeting at which a quorum is present shall be the act of the Boardof Directors.     2.6 Presiding Officer and Secretary of Meeting. The Chairman, or, in his absence, the Chairmanof the Corporate Governance Committee, or, in his absence, the Vice-Chairman, or in hisabsence, the President, or, in their absence, a member of the Board of Directors selected bythe members present, shall preside at meetings of the Board. The Secretary shall act as secretaryof the meeting, but in his absence, the presiding officer may appoint a secretary of the meeting.     2.7 Action by Consent without Meeting. Any action required or permitted to be taken at anymeeting of the Board of Directors or of any committee thereof may be taken without a meeting if allmembers of the Board or committee, as the case may be, consent thereto in writing, email or otherform of electronic communication, and the writing or writings, email or emails, or other form orforms of electronic communication are filed with the minutes or proceedings of the Board orcommittee.
 

 
     2.8 Executive Committee. The Board of Directors may appoint from among its members and, fromtime to time, may fill vacancies in an Executive Committee of two or more to serve during thepleasure of the Board. During the intervals between the meetings of the Board, the ExecutiveCommittee shall possess and may exercise all of the powers of the Board in the management of thebusiness and affairs of the Corporation conferred by these By-laws or otherwise. The Committeeshall keep a record of all its proceedings and report the same to the Board. A majority of themembers of the Committee shall constitute a quorum. The vote of a majority of the members of theCommittee present at any meeting at which a quorum is present shall be the act of the Committee.     2.9 Compensation Committee. The Board of Directors may appoint from among its members and,from time to time, may fill vacancies in, a Compensation Committee of two or more to serve duringthe pleasure of the Board. Such Committee shall have the power and authority vested in theCommittee referred to in any Stock Option Plan of the Corporation, and shall have power withrespect to the salaries and other compensation of all employees of the Corporation or itssubsidiaries who are directors or whose salaries are at a rate of $25,000 or more per year. Themembers of such Committee shall not be eligible to receive any compensation from the Corporation orany subsidiary of the Corporation except as provided in Section 2.11. Such Committee shall keep arecord of all its proceedings and report the same to the Board. A majority of the members of suchCommittee shall constitute a quorum. The vote of a majority of the members of such Committeepresent at any meeting at which a quorum is present shall be the act of the Committee.     2.10 Other Committees. The Board of Directors may also appoint from among its members suchother committees of two or more directors as it may from time to time deem desirable and maydelegate to such committees such powers of the Board as it may consider appropriate.     2.11 Compensation of Directors. Directors shall receive such reasonable compensation for theirservice on the Board of Directors or any committees thereof, whether in the form of salary or afixed fee for attendance at meetings, or both, with expenses, if any, as the Board of Directors mayfrom time to time determine. Nothing herein contained shall be construed to preclude any Directorfrom serving in any other capacity and receiving compensation therefore.     2.12 Removal of Directors. A director may be removed only for cause.3. OFFICERS     3.1 Officers, Title, Elections, Terms.          (a) The Corporation shall have a Chairman, Vice-Chairman, President, a Treasurer and aSecretary, who shall be elected by the Board of Directors at its annual meeting following theannual meeting of the stockholders, to serve at
 

 
the pleasure of the Board or otherwise as shall be specified by the Board at the time of suchelection and until their successors are elected and qualify.          (b) The Board of Directors may elect at any time, and from time to time, one or moreExecutive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents,one or more Assistant Vice Presidents, a Controller, one or more Associate Treasurers, one ormore Assistant Treasurers, one or more Assistant Secretaries and one or more AssistantControllers and may elect or appoint such other officers or agents with such duties as it maydeem necessary or desirable. Such additional officers shall serve at the pleasure of the Board orotherwise as shall be specified by the Board at the time of such election or appointment. Two ormore offices may be held by the same person.          (c) Any vacancy in any office may be filled for the unexpired portion of the term by the Boardof Directors.          (d) Any officer or agent elected or appointed by the Board of Directors may be removed at anytime by the affirmative vote of a majority of the entire Board of Directors.          (e) Any officer may resign his office at any time. Such resignation shall be made in writingand shall take effect at the time specified therein or, if no time be specified, at the timeof its receipt by the Corporation. The acceptance of a resignation shall not be necessary tomake it effective, unless expressly so provided in the resignation.          (f) The salaries of all officers of the Corporation shall be fixed by the Board of Directors.     3.2 Powers and Duties of Chairman. The Chairman shall have such specific powers andresponsibilities as may be conferred upon him by the Board of Directors and shall report directlyto the Board of Directors. He shall be the chief policy officer of the Corporation. He shall,when present, preside at meetings of the stockholders, the Board of Directors and theExecutive Committee.     3.3 Powers and Duties of Vice-Chairman. The Vice-Chairman shall have such specific powers andresponsibilities as may be conferred upon him by the Board of Directors. He shall report directlyto the Chairman. In the event of the absence of the Chairman, or his incapacity or inability toact, then the Vice-Chairman shall preside at all meetings of the stockholders, the Board ofDirectors and the Executive Committee.     3.4 Powers and Duties of President.          (a) Except in such instances as the Board may confer powers in particular transactions uponthe Chairman or any other officer, and subject to the control and direction of the Board ofDirectors, the President shall supervise, manage and direct
 

 
the business of the Corporation and shall communicate to the Board of Directors and anycommittee thereof reports, proposals and recommendations for their respective consideration oraction. In the event of the absence of the Chairman and the Vice-Chairman, or their incapacity orinability to act, then the President shall preside at all meetings of the stockholders, the Boardof Directors and the Executive Committee.          (b) The President shall act for or on behalf of the Corporation in all matters in which actionby the President as such is required by law, and he may do and perform all other acts and thingsincident to the position of President, including the signing of contracts and other documents inthe name of the Corporation, except as may be otherwise provided in these By-laws or orderedby the Board of Directors.     3.5 Powers and Duties of Executive Vice Presidents, Senior Vice Presidents, Vice Presidentsand Assistant Vice Presidents. Each Vice President shall have such powers and perform such dutiesas the Board of Directors or the President may from time to time prescribe, and shall perform suchother duties as may be prescribed in these By-laws.     3.6 Powers and Duties of Treasurer, Associate Treasurer and Assistant Treasurers.          (a) The Treasurer shall have the care and custody of all the funds and securities of theCorporation except as may be otherwise ordered by the Board of Directors, and shall cause suchfunds to be deposited to the credit of the Corporation in such banks or depositories as may bedesignated by the Board of Directors, and shall cause such securities to be placed in safekeepingin such manner as may be designated by the Board of Directors.          (b) The Treasurer, or an Associate Treasurer, or an Assistant Treasurer or such other personor persons as may be designated for such purpose by the Board of Directors, may endorse inthe name and on behalf of the corporation all instruments for the payment of money, bills oflading, warehouse receipts, insurance policies and other commercial documents requiring suchendorsement.          (c) The Treasurer, or an Associate Treasurer, or an Assistant Treasurer or such other personor persons as may be designated for such purpose by the Board of Directors may sign all receiptsand vouchers for payments made to the Corporation; he shall render a statement of the cashaccount of the Corporation to the Board of Directors as often as it shall require the same; heshall enter regularly in books to be kept by him for that purpose, full and accurate accountof all moneys received and paid by him on account of the Corporation, and of all securitiesreceived and delivered by the Corporation.
 

 
          (d) The Treasurer shall perform such other duties as may be prescribed in these By-laws orassigned to him and all other acts incident to the position of Treasurer. Each Associate Treasurerand each Assistant Treasurer shall perform such duties as may from time to time be assigned to himby the Treasurer or by the Board of Directors. In the event of the absence of the Treasurer or hisincapacity or inability to act, then any Associate Treasurer or any Assistant Treasurer may performany of the duties and may exercise any of the powers of the Treasurer.     3.7 Powers and Duties of Secretary and Assistant Secretaries.          (a) The Secretary shall keep the minutes of all proceedings of the stockholders, the Board ofDirectors, the Executive Committee and any other committees of the Board in proper books providedfor that purpose. The Secretary shall attend to the giving and serving of all notices of theCorporation, in accordance with the provisions of these By-laws and as required by law. TheSecretary shall be the custodian of the seal of the Corporation. The Secretary may, with thePresident, an Executive Vice President, a Senior Vice President, a Vice President or otherauthorized officer, sign all contracts and other documents in the name of the Corporation, andshall affix or cause to be affixed the seal of the Corporation to such contracts and otherdocuments requiring the seal of the Corporation, and when so affixed, may attest the same. Heshall perform such other duties as may be prescribed in these By-laws or assigned to him and allother acts incident to the position of Secretary.          (b) Each Assistant Secretary shall perform such duties as may from time to time be assigned tohim by the Secretary or by the Board of Directors. In the event of the absence of the Secretary orhis incapacity or inability to act, then any Assistant Secretary may perform any of the duties andmay exercise any of the powers of the Secretary.          (c) The Secretary shall prepare and have custody of the list of stockholders at each meetingof the stockholders as required by Section 1.11 of these By-laws. The Secretary shall have custodyof all stock books and of all unissued stock certificates.     3.8 Powers and Duties of Controller and Assistant Controllers.          (a) The Controller shall be responsible for the maintenance of adequate accounting records ofall assets, liabilities and transactions of the Corporation. The Controller shall prepare andrender such balance sheets, budgets and other financial reports as the Board of Directors, theChairman or the President may require; and he shall perform such other duties as may be prescribedin these By-laws or assigned to him and all other acts incident to the position of Controller.          (b) Each Assistant Controller shall perform such duties as from time to time may beassigned to him by the Controller or by the Board of Directors. In the event of the absenceof the Controller or his incapacity or inability to act, then any
 

 
Assistant Controller may perform any of the duties and may exercise any of the powers of theController.4. INDEMNIFICATION          (a) The Corporation shall indemnify any person who was or is a party or is threatened tobe made a party to any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative (other than an action by or in the right of theCorporation) by reason of the fact that he is or was a director, officer, employee or agent ofthe Corporation, or is or was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against expenses (including attorneys’ fees), judgments,fines and amounts paid in settlement actually and reasonably incurred by him in connection withsuch action, suit or proceeding if he acted in good faith and in a manner he reasonably believedto be in, or not opposed to, the best interests of the Corporation, and, with respect to anycriminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.The termination of any action, suit or proceeding by judgment, order, settlement, conviction, orupon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumptionthat the person did not act in good faith and in a manner which he reasonably believed to be inor not opposed to the best interests of the Corporation, and, with respect to any criminal actionor proceeding, had reasonable cause to believe that his conduct was unlawful.          (b) The Corporation shall indemnify any person who was or is a party or is threatened tobe made a party to any threatened, pending or completed action or suit by or in the rightof the Corporation to procure a judgment in its favor by reason of the fact that he is orwas a director, officer, employee or agent of the Corporation, or is or was serving at therequest of the Corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise against expenses (including attorneys’fees) actually and reasonably incurred by him in connection with the defense or settlement of suchaction or suit if he acted in good faith and in a manner he reasonably believed to be in, or notopposed to, the best interests of the Corporation and except that no indemnification shall bemade in respect of any claim, issue or matter as to which such person shall have been adjudged tobe liable for negligence or misconduct in the performance of his duty to the Corporation unlessand only to the extent that the Court of Chancery or the court in which such action or suit wasbrought shall determine upon application that, despite the adjudication of liability but in viewof all the circumstances of the case, such person is fairly and reasonably entitled to indemnityfor such expenses which the Court of Chancery or such other court shall deem proper.          (c) To the extent that a director, officer, employee or agent of the Corporation has beensuccessful on the merits or otherwise in defense of any action, suit or proceeding referred to insubsections (a) or (b), or in defense of any claim, issue or
 

 
matter therein, he shall be indemnified against expenses (including attorneys’ fees) actuallyand reasonably incurred by him in connection therewith.          (d) Any indemnification under subsections (a) or (b) may be made as ordered by a court or asauthorized by the Corporation (i) in any specific case upon a determination thatindemnification of the director, officer, employee or agent is proper in the circumstancesbecause he has met the applicable standard of conduct set forth in subsections (a) and (b), or(ii) in any other lawful manner. Without limiting the next preceding sentence, suchdetermination may be made (1) by the Board of Directors by a majority vote of a quorum consistingof directors who were not parties to such action, suit or proceeding, or (2) if such a quorumis not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, byindependent legal counsel in a written opinion, or (3) by the stockholders, or (4) in any otherlawful manner.          (e) Expenses incurred in defending a civil or criminal action, suit or proceeding shallbe paid by the Corporation in advance of the final disposition of such action, suit orproceeding as authorized by the Board of Directors in the specific case upon receipt of anundertaking by or on behalf of the director, officer, employee or agent to repay such amountunless it shall ultimately be determined that he is entitled to be indemnified by theCorporation as authorized in this Section 4.          (f) The indemnification provided by this Section 4 shall not be deemed exclusive of anyother rights to which those seeking indemnification may be entitled under any statute, by-law,agreement, vote of stockholders or disinterested directors or otherwise, both as to action inhis official capacity and as to action in another capacity while holding such office, andshall continue as to a person who has ceased to be a director, officer, employee oragent and shall inure to the benefit of the heirs, executors and administrators of such a person.          (g) The Corporation shall have power to purchase and maintain insurance on behalf of anyperson who is or was a director, officer, employee or agent of the Corporation, or is or wasserving at the request of the Corporation as a director, officer, employee, or agent of anothercorporation, partnership, joint venture, trust or other enterprise against any liability assertedagainst him and incurred by him in any such capacity, or arising out of his status as such,whether or not the Corporation would have the power to indemnify him against such liabilityunder the provisions of this Section 4.          (h) For the purpose of this Section 4, references to “the Corporation” include allconstituent corporations absorbed in a consolidation or merger as well as the resulting orsurviving corporation so that any person who is or was a director, officer, employee oragent of such a constituent corporation or is or was serving at the request of such constituentcorporation as a director, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise shall
 

 
stand in the same position under the provisions of this Section with respect to the resultingor surviving corporation as he would if he had served the resulting or surviving corporation inthe same capacity.          (i) The Board of Directors shall have power to indemnify any person included within anycategory described in Section 4(a) against any loss, liability or expense (including attorneys’fees, fines, judgments and amounts paid in settlement) arising out of his service in any suchcategory, unless such indemnity is prohibited by law applicable to the Corporation, and shallhave such power regardless of whether such indemnity is authorized by Section 145 of the GeneralCorporation Law.5. CAPITAL STOCK     5.1 Stock Certificates          (a) Every holder of stock in the Corporation represented by stock certificates shall beentitled to have a certificate signed by, or in the name of, the Corporation by the Chairman or theVice-Chairman, or the President or a Vice President, and by the Treasurer or an Assistant Treasureror the Secretary or an Assistant Secretary, certifying the number of shares owned by him.          (b) If such certificate is countersigned by a transfer agent other than the Corporationor its employee, or by a registrar other than the Corporation or its employee, the signatures ofthe officers of the Corporation may be facsimiles, and, if permitted by law, any othersignature may be a facsimile.          (c) In case any officer who has signed or whose facsimile signature has been placedupon a certificate shall have ceased to be such officer before such certificate is issued, itmay be issued by the Corporation with the same effect as if he were such officer at the date ofissue.          (d) Certificates of stock shall be issued in such form not inconsistent with the Certificateof Incorporation as shall be approved by the Board of Directors. They shall be numbered andregistered in the order in which they are issued.          (e) All certificates surrendered to the Corporation shall be cancelled with the date ofcancellation, and shall be retained by the Secretary, together with the powers of attorney totransfer and the assignments of the shares represented by such certificates, for such periodof time as shall be prescribed from time to time by resolution of the Board of Directors.     5.2 Uncertificated Stock. The Board of Directors may provide by resolution or resolutionsthat all or some of all classes or series of the stock of the Corporation shall be represented byuncertificated stock. Within a reasonable time after the issuance or transfer of uncertificatedstock, the Corporation shall send to the registered owner thereof a written notice containing theinformation required to be set forth or stated on
 

 
certificates pursuant to the General Corporation Law of Delaware or a statement that thecorporation will furnish without charge to each stockholder who so requests the powers,designations, preferences and relative participating, optional or other special rights of eachclass of stock or series thereof and the qualifications, limitations or restrictions of suchpreferences and/or rights.     5.3 Record Ownership. A record of the name and address of the holder of any shares ofstock, the number of shares represented thereby and the date of issue thereof shall be made onthe Corporation’s books. The Corporation shall be entitled to treat the registered holder ofany share of stock as the holder in fact thereof, and accordingly shall not be bound torecognize any equitable or other claim to or interest in any share on the part of any other person,whether or not it shall have express or other notice thereof, except as required by law.     5.4 Transfer of Record Ownership. Transfers of certificated stock shall be made on the booksof the Corporation only by direction of the person named in the certificate or his attorney,lawfully constituted in writing, and only upon the surrender of the certificate therefore and awritten assignment of the shares evidenced thereby. Upon receipt of proper transfer instructionsfrom the registered holder of uncertificated stock, such uncertificated stock shall be canceled andissuance of new equivalent uncertificated stock shall be made to the person entitled thereto andthe transaction shall be recorded upon the books of the Corporation. Whenever any transfer ofstock shall be made for collateral security, and not absolutely, it shall be so expressed inthe entry of the transfer if, when the certificates are presented to the Corporation fortransfer or uncertificated shares are requested to be transferred, both the transferor andtransferee request the Corporation to do so.     5.5 Lost, Stolen or Destroyed Certificates. Certificates representing shares of the stock ofthe Corporation or uncertificated stock shall be issued in place of any certificate alleged to havebeen lost, stolen or destroyed in such manner and on such terms and conditions as the Board ofDirectors from time to time may authorize.     5.6 Transfer Agent; Registrar; Rules Respecting Stock. The Corporation shall maintain one ormore transfer offices or agencies where stock of the Corporation shall be transferable. TheCorporation shall also maintain one or more registry offices where such stock shall be registered.The Board of Directors may make such rules and regulations as it may deem expedientconcerning the issue, transfer and registration of stock.     5.7 Fixing Record Date for Determination of Stockholders ofRecord. The Board of Directors may fix in advance a date as the record date for the purpose ofdetermining stockholders entitled to notice of, or to vote at, any meeting of the stockholders orany adjournment thereof, or the stockholders entitled to receive payment of any dividend orother distribution or the allotment of any rights, or entitled to exercise any rights inrespect of any change, conversion or exchange of
 

 
stock, or to express consent to corporate action in writing without a meeting, or in order tomake a determination of the stockholders for the purpose of any other lawful action. Such recorddate in any case shall not be more than sixty days nor less than ten days before the date of ameeting of the stockholders, nor more than sixty days prior to any other action requiringsuch determination of the stockholders. A determination of stockholders of record entitledto notice or to vote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new record date for theadjourned meeting.6. SECURITIES HELD BY THE CORPORATION     6.1 Voting. Unless the Board of Directors shall otherwise order, the Chairman, theVice-Chairman, the President, any Vice President, the Secretary or the Treasurer shall havefull power and authority, on behalf of the Corporation, to attend, act and vote at any meeting ofthe stockholders of any corporation in which the Corporation may hold stock and at suchmeeting to exercise any or all rights and powers incident to the ownership of such stock, and toexecute on behalf of the Corporation a proxy or proxies empowering another or others to actas aforesaid. The Board of Directors from time to time may confer like powers upon any otherperson or persons.     6.2 General Authorization to Transfer Securities Held By the Corporation.          (a) Any of the following officers, to wit: the Chairman, the Vice-Chairman, the President, anyVice President, the Treasurer, the Controller, any Associate Treasurer, Assistant Treasurer orAssistant Controller of the Corporation shall be, and they hereby are, authorized and empowered totransfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock,bonds, debentures, notes, subscription warrants, stock purchase warrants, evidences ofindebtedness, or other securities now or hereafter standing in the name of or owned by theCorporation, and to make, execute and deliver, under the seal of the Corporation, any and allwritten instruments of assignment and transfer necessary or proper to effectuate the authorityhereby conferred.          (b) Whenever there shall be annexed to any instrument of assignment and transferexecuted pursuant to and in accordance with the foregoing paragraph (a), a certificate ofthe Secretary or an Assistant Secretary of the Corporation in office at the date of suchcertificate setting forth the provisions of this Section 6.2 and stating that they are in fullforce and effect and setting forth the names of persons who are then officers of the Corporation,then all persons to whom such instrument and annexed certificate shall thereafter come shallbe entitled, without further inquiry or investigation and regardless of the date of suchcertificate, to assume and to act in reliance upon the assumption that the shares of stock orother securities named in such instrument were theretofore duly and properly transferred,endorsed, sold, assigned, set over and delivered by the Corporation, and that with respect tosuch securities, the authority of these provisions of the By-laws and of such officers isstill in full force and effect.
 

 
7. SIGNATORIES     All checks or demands for money and notes of the Corporation shall be signed by such officeror officers or such other person or persons as the Board of Directors may from time to timedesignate.8. SEAL     The seal of the Corporation shall be in such form and shall have such content as the Board ofDirectors shall from time to time determine.9. FISCAL YEAR     The fiscal year of the Corporation shall be determined by the Board of Directors.10. WAIVER OF OR DISPENSING WITH NOTICE          (a) Whenever any notice of the time, place or purpose of any meeting of the stockholders,directors or a committee is required to be given by law, the Certificate of Incorporation orthese By-laws, a waiver thereof in writing, signed by the person or persons entitled to suchnotice, whether before or after the holding thereof, or actual attendance at the meeting in personor, in the case of any stockholder, by his attorney-in-fact, shall be deemed equivalent tothe giving of such notice to such persons.          (b) No notice need be given to any person with whom communication is made unlawful by any lawof the United States or any rule, regulation, proclamation or executive order issued under any suchlaw.
 

 
11. AMENDMENT OF BY-LAWS     11.1 By Board of Directors. The By-laws of the Corporation may be altered, amended orrepealed or new By-laws may be made or adopted by the affirmative vote of a majority of thewhole Board at any regular or special meeting of the Board. No notice of any such meeting shallbe required unless required otherwise than under this Section 11 and no such notice need in anyevent make any reference to any proposed change in the By-laws.     11.2 By Stockholders. The By-laws of the Corporation may also be altered, amended or repealedor new By-laws may be made or adopted by the vote of a majority in interest of the stockholdersrepresented and entitled to vote upon the election of directors, at any meeting at which a quorumis present.