Exhibit 3.1

#### Effective April 16, 2004

### AMENDED AND RESTATED BY-LAWS

### OF

### PATHMARK STORES, INC.

### ARTICLE I

### OFFICES

Pathmark Stores, Inc.
(hereinafter called the  Corporation), may establish or discontinue, from
time to time, such offices  and places of business within or without the State of
Delaware as the Board of Directors  may deem proper for the conduct of the Corporations
business.

### ARTICLE II

### MEETING OF STOCKHOLDERS

Section II.1. Annual
Meeting. The annual meeting  of the holders of shares of such class or
series of stock as are entitled to  notice thereof and to vote thereat pursuant to the
provisions of the Amended and  Restated Certificate of Incorporation (hereinafter called
Annual Meeting  of Stockholders) for the purpose of electing directors and
transacting  such other business as may come before it shall be held in each year at such
time, on such day and at such place, within or without the State of Delaware, as  shall
be designated by the Board of Directors.

Section II.2. Special
Meetings. In addition to  such special meetings as are provided for by law
or by the Amended and Restated  Certificate of Incorporation, special meetings of the
holders of any class or  series or of all classes or series of the Corporations
stock may be called  at any time by the Board of Directors and may be held at such time,
on such day  and at such place, within or without the State of Delaware, as shall be
designated by the Board of Directors.

Section II.3. Notice
of Meetings. Except as  otherwise provided by law, notice of each meeting
of stockholders shall be given  either by delivering such notice personally or mailing
such notice to each  stockholder of record entitled to vote thereat. If mailed, the
notice shall be  directed to the stockholder in a postage-prepaid envelope at his address
as it  appears on the stock books of the Corporation unless, prior to the time of
mailing, he shall have filed with the Secretary a written request that notices  intended
for him be mailed to some other address, in which case it shall be  mailed to the address
designated in such request. Notice of each meeting of  stockholders shall be in such form
as is approved by the Board of Directors or  the Secretary, as the case may be, and shall
state the purpose or purposes for  which the meeting is called, the time when and the
place where it is to be held,  and shall be delivered personally or mailed not more than
sixty (60) days and  not less than ten (10) days before the day of the meeting. Except as
otherwise  provided by law, the business which may be transacted at any such meeting of
stockholders shall be in accordance with Section II.4 hereof.



Section II.4. Notice
of Stockholder Proposal and Director  Nomination. Any stockholder entitled
to vote at the Annual  Meeting of Stockholders may recommend one or more persons to be
nominated for  election to the Board of Directors or propose business to be brought
before the  Annual Meeting of Stockholders, or both, only if the stockholder has given
timely notice in proper written form of such stockholders recommendation  or
proposal of business. To be timely, a stockholders notice must be  delivered to or
mailed and received by the Secretary of the Corporation at the  principal executive
offices of the Corporation no more than 90 days but no less  than 60 days prior to the
one year anniversary of the date of the Annual Meeting  of Stockholders of the previous
year; provided, however, that in the event the  Annual Meeting of Stockholders is called
for a date that is not within 30 days  before or after such anniversary date, notice by
the stockholder must be  received at the principal executive offices of the Corporation
not later than  the close of business on the tenth day following the day on which the
Corporations notice of the date of the meeting is first given or made to
stockholders or disclosed to the general public (which disclosure may be  effected by
means of a publicly available filing with the Securities and  Exchange Commission),
whichever occurs first.

The written notice of a
stockholder's recommendation that a person be nominated for election as a director at the
Annual Meeting of Stockholders shall set forth:  (i) the name, age, business address and
residence address of each such person in  such notice, (ii) the principal occupation or
employment of each such person,  (iii) the number of shares of capital stock of the
Corporation which are  beneficially owned by each such person, and (iv) such other
information  concerning each such person as would be required, under the rules of the
Securities and Exchange Commission in a proxy statement soliciting proxies for  the
election of such person as a director. Such notice shall include a signed  consent of
each such nominee to serve as a director of the Corporation, if  elected. The Board of
Directors or a committee thereof shall consider nominating  for election as director any
person for whom a stockholder timely submits such  recommendation in proper form.

A stockholder's notice to
the Secretary proposing business to be brought before the Annual Meeting of Stockholders
shall set forth as to each matter of business  (i) a brief description of the business
desired to be brought before the Annual  Meeting of Stockholders and the reasons for
conducting such business at the  Annual Meeting of Stockholders, (ii) the name and
address, as they appear on the  Corporations books, of the stockholder proposing
such business, (iii) the  class and number of shares of the Corporation which are
beneficially owned by  the stockholder, and (iv) any material interest of the stockholder
in such  business. The chairman of the Annual Meeting of Stockholders shall, if the facts
warrant, determine and declare to the meeting that the business was not properly  brought
before the meeting in accordance with the provisions of this Section  II.4, and if so
determined, the chairman shall also declare to the meeting and  any such business not
properly brought before the meeting shall not be  transacted.

Section II.5. Waiver
of Notice. Anything herein  contained to the contrary notwithstanding,
notice of any meeting of stockholders shall not  be required as to any stockholder who
shall attend and participate in the business  transacted as such meeting in person or by
proxy, or who shall, or whose proxy or attorney  duly authorized shall, sign a written
waiver thereof, whether before or after the time  stated therein. Attendance of a person
at a meeting of stockholders shall constitute a  waiver of notice of such meeting, except
when the person attends such meeting for the  purpose of objecting, at the beginning of
the meeting, to the transaction of any business  because the meeting is not lawfully
called or convened.

Section II.6. Organization.
The Chairman shall  act as chairman at all meetings of stockholders at which he is
present, and as  such chairman shall call such meetings of stockholders to order and
preside  thereat. If the Chairman shall be absent from any meeting of stockholders, the
duties otherwise provided in this Section II.6 to be performed by him at such  meeting
shall be performed at such meeting by the director prescribed by Section  IV.4 hereof.
The Secretary shall act as secretary at all meetings of the  stockholders, but in his
absence the chairman of the meeting may appoint any  person present to act as secretary
of the meeting.

Section II.7. Judges.
All votes by ballot at any meeting of stockholders  shall be conducted by two judges who
shall, except as otherwise provided by law,  be appointed for the purpose by the chairman
of the meeting. The judges shall  decide upon the qualifications of voters, count the
votes and declare the  result.

Section II.8. Stockholders
Entitled to  Vote. The Board of Directors may fix a date not more than
sixty  (60) days nor less than ten (10) days prior to the date of any meeting of
stockholders, or prior to the last day on which the consent or dissent of  stockholders
may be effectively expressed for any purpose without a meeting, as  a record date for the
determination of the stockholders entitled to notice of,  and to vote at, such meeting
and any adjournment thereof, or to give such  consent or express such dissent, and in
such case such stockholders and only  such stockholders as shall be stockholders of
record on the date so fixed shall  be entitled to notice of, and to vote at, such meeting
and any adjournment  thereof, or to give such consent or express dissent, as the case may
be,  notwithstanding any transfer of any stock on the books of the Corporation after  any
such record date fixed as aforesaid. The Secretary shall prepare and make, or cause to
be prepared and made, at least ten (10) days before every meeting of  stockholders, a
complete list of the stockholders entitled to vote at such  meeting, arranged in
alphabetical order and showing the address of each such  stockholder and the number of
shares registered in the name of each such  stockholder. Such list shall be open to the
examination of any stockholder, for  any purpose germane to the meeting, during ordinary
business hours, for a period  of at least ten (10) days prior to the meeting, either at a
place, specified in  the notice of the meeting, within the city where the meeting is to
be held, or,  if not so specified, at the place where the meeting is to be held. Such
list  shall be produced and kept at the time and place of the meeting during the whole
time thereof, and subject to the inspection of any stockholder who may be  present.



Section II.9. Quorum
and Adjournment. Except as  otherwise provided by law or by the Amended
and Restated Certificate of  Incorporation, the holders of a majority of the shares of
stock entitled to vote  at the meeting present in person or by proxy without regard to
class or series  shall constitute a quorum at all meetings of the stockholders. In the
absence of  a quorum, the holders of a majority of such shares of stock present in person
or  by proxy may adjourn any meeting, from time to time, until a quorum shall be
present. At any such adjourned meeting at which a quorum may be present, any  business
may be transacted which might have been transacted at the meeting as  originally called.
No notice of any adjourned meeting need be given other than  by announcement at the
meeting that is being adjourned, provided that if the  adjournment is for more than
thirty (30) days, or if after the adjournment a new  record date is fixed for the
adjourned meeting, then a notice of the adjourned  meeting shall be given to each
stockholder of record entitled to vote at the  meeting.

Section II.10. Order
of Business. The  order of business at all meetings of stockholders shall
be as determined by the  chairman of the meeting or as is otherwise determined by the
vote of the holders  of a majority of the shares of stock present in person or by proxy
and entitled  to vote without regard to class or series at the meeting.

Section II.11. Vote
of Stockholders. Except as  otherwise permitted by law or by the Amended
and Restated Certificate of  Incorporation or these Amended and Restated By-Laws, all
action by stockholders  shall be taken at a stockholders meeting. Every stockholder
of record, as  determined pursuant to Section II.8 hereof, and who is entitled to vote,
shall  be entitled at every meeting of the stockholders to one vote for every share of
stock standing in his name on the books of the Corporation, except as otherwise
expressly provided in the Amended and Restated Certificate of Incorporation with  respect
to any class or series of the Corporations capital stock. Every  stockholder
entitled to vote shall have the right to vote in person or by proxy  duly appointed by an
instrument in writing, subscribed by such stockholder and  executed not more than three
(3) years prior to the meeting, unless the  instrument provides for a longer period. The
attendance at any meeting of  stockholders of a stockholder who may theretofore have
given a proxy shall not  have the effect of revoking such proxy unless such stockholder
shall in writing  so notify the secretary of the meeting prior to the voting of the
proxy.  Election of Directors shall be by ballot, but, unless otherwise provided by law,
no vote on any question upon which a vote of the stockholders may be taken need  be by
ballot unless the chairman of the meeting shall determine that it shall be  by ballot or
the holders of a majority of the shares of stock present in person  or by proxy and
entitled to participate in such vote shall so demand. In a vote  by ballot, each ballot
shall state the number of shares voted and the name of  the stockholder or proxy voting.
Except as otherwise provided by law, by the  Amended and Restated Certificate of
Incorporation, by the rules of any national  market or national stock exchange upon which
shares of stock of the Corporation  are listed, or by Section III.14 hereof, all
elections of Directors and all  questions shall be decided by the vote of the holders of
a majority of the  shares of stock present in person or by proxy at the meeting and
entitled to  vote in the election or on the question.

Section II.12. Consent
of  Stockholders in Lieu of Meeting. The stockholders may take action
without a meeting by written consent in the manner prescribed by Section 228 of  the
General Corporation Law of the State of Delaware.

Section II.13. Attendance
at Stockholders Meetings. Except as otherwise provided by the
Amended and  Restated Certificate of Incorporation or these Amended and Restated By-Laws,
any  stockholder of the Corporation shall be entitled to attend any meeting of
stockholders of the Corporation regardless of whether such stockholder shall be  entitled
to vote any shares thereat or to have received notice thereof.

### ARTICLE III

### BOARD OF DIRECTORS

Section III.1. Election
and Term. Except as  otherwise provided by law or by the Amended and
Restated Certificate of  Incorporation, and subject to the provisions of Sections III.2,
III.13, and  III.14 hereof, directors shall be elected by the stockholders at each Annual
Meeting of Stockholders to serve until the next Annual Meeting of Stockholders  and until
their successors are elected and qualified or until their earlier  resignation or removal.

Section III.2. Qualification.
Acceptance of the  office of director may be expressed orally or in writing. The Board of
Directors  or the stockholders may fix, from time to time, such qualifications, if any,
for  election as a director or the continued holding of such office as they may deem
appropriate in view of the Corporations business.

Section III.3.Number.
The number of directors may be fixed from time to time by resolution of the Board of
Directors or by action of the stockholders but shall not be less than six (6) nor more
than fifteen (15).



Section III.4. General
Powers. The business, properties and affairs of  the Corporation shall be
managed by or under the direction of the Board of Directors,  which, without limiting the
generality of the foregoing, shall have power to elect and  appoint officers of the
Corporation, to appoint and direct agents, to grant general or  limited authority to
officers, employees and agents of the Corporation, to make, execute  and deliver
contracts and other instruments and documents in the name and on behalf of the
Corporation and over its seal, without specific authority in each case, and to appoint
committees of the Board of Directors in addition to those provided for in Article IV
hereof, the membership of which may consist of either one or more directors and one or
more persons who are not directors or two or more persons who are not directors, and
which  may advise the Board of Directors with respect to any matters relating to the
conduct of  the Corporations business. The Board of Directors may designate one or
more  directors as alternate members of any committee, including those provided for in
Article  IV hereof, who may replace any absent or disqualified member at any meeting of
the  committee. In addition, the Board of Directors may exercise all the powers of the
Corporation and do all lawful acts and things which are not reserved to the stockholders
by law or by the Amended and Restated Certificate of Incorporation.

Section III.5. Place
of Meetings. Meetings of the Board of Directors may be held at  any place,
within or without the State of Delaware, from time to time designated by the  Board of
Directors.

Section III.6. Organization
Meeting. A  newly elected Board of Directors shall meet and organize, and
also may transact any other  business which might be transacted at a regular meeting
thereof, as soon as practicable  after each Annual Meeting of Stockholders, at the place
at which such meeting of  stockholders took place, without notice of such meeting,
provided a majority of the whole  Board of Directors is present. The directors shall at
the organizational meeting and from  time to time thereon appoint a Chairman from among
the members of the Board of Directors  then duly elected and serving (the Chairman),
which Chairman may, but need  not, also hold a separate position as an officer and
employee of the Corporation. If such  a majority is not present, such organization
meeting may be held at any other time or  place which may be specified in a notice given
in the manner provided in Section III.8  hereof for special meetings of the Board of
Directors, or in a waiver of notice thereof.

Section III.7. Regular
Meetings. Regular  meetings of the Board of Directors shall be held at
such times as may be  determined by resolution of the Board of Directors and no notice
shall be  required for any regular meeting. Except as otherwise provided by law or by the
rules of any national market or national stock exchange upon which shares of  stock of
the Corporation are listed, any business may be transacted at any  regular meeting of the
Board of Directors.

Section III.8. Special
Meetings: Notice and Waiver of  Notice. Special meetings of the Board of
Directors shall be  called by the Secretary on the request of the Chairman or the Chief
Executive  Officer, or on the request of any two (2) directors stating the purpose or
purposes of such meeting. Notice of any special meeting shall be in a form  approved by
the directors pursuant to whose request the meeting was called,  subject to the
reasonable control of the Secretary. Notices of special meetings  shall be mailed to each
director, addressed to him at his residence or usual  place of business, not later than
two (2) days before the day on which the  meeting is to be held, or shall be sent to him
at such place by telegraph, cable  or other form of recorded communication, or be
delivered personally or by  telephone, not later than the day before such day of meeting.
Notice of any  meeting of the Board of Directors need not be given to any director if he
shall  sign a written waiver thereof either before or after the time stated therein, or
if he shall be present at the meeting and participate in the business transacted
thereat, except if a director attends for the purpose of objecting, at the  beginning of
the meeting, to the transaction of any business because the meeting  is not lawfully
called or convened. Any meeting of the Board of Directors shall  be a legal meeting
without any notice thereof having been given if all the  members shall be present
thereat. Unless limited by law, by the Amended and  Restated Certificate of
Incorporation, by these Amended and Restated By-Laws, by  the rules of any national
market or national stock exchange upon which shares of  stock of the Corporation are
listed, or by the terms of the notice thereof, any  and all business may be transacted at
any special meeting.

Section III.9. Organization
of Meetings. The  Chairman shall preside at all meetings of the Board of
Directors at which he is  present. If the Chairman shall be absent from any meeting of
the Board of  Directors, the duties otherwise provided in this Section III.9 to be
performed  by him at such meeting shall be performed at such meeting by the director
prescribed by Section IV.4. The Secretary shall act as the secretary at all  meetings of
the Board of Directors and in his absence a temporary secretary  shall be appointed by
the chairman of the meeting.

Section III.10. Quorum
and Manner of Acting. Except as otherwise provided  by Section III.6
hereof, at every meeting of the Board of Directors majority of  the total number of
directors constituting the whole Board of Directors shall  constitute a quorum, but in no
event shall a quorum be constituted by less than  two (2) directors. Except as otherwise
provided by law, or by the Amended and  Restated Certificate of Incorporation, or by
Sections III.14, IV.1, Article V or  Article X hereof, the act of a majority of the
directors present at any such  meeting, at which a quorum is present, shall be the act of
the Board of  Directors. In the absence of a quorum, a majority of the directors present
may  adjourn any meeting, from time to time, until a quorum is present. No notice of  any
adjourned meeting need be given other than by announcement at the meeting  that is being
adjourned. Members of the Board of Directors or any committee  thereof may participate in
a meeting of the Board of Directors or of such  committee by means of conference
telephone or similar communications equipment  by means of which all persons
participating in the meeting can hear each other,  and participation by a member of the
Board of Directors in a meeting pursuant to  this Section III.10 shall constitute his
presence in person at such meeting.



Section III.11. Voting.
On any question on which  the Board of Directors shall vote, the names of those voting
and their votes  shall be entered in the minutes of the meeting when any member of the
Board of  Directors so requests at the time.

Section III.12. Action
Without a Meeting. Except  as otherwise provided by law or by the Amended
and Restated Certificate of  Incorporation, any action required or permitted to be taken
at any meeting of  the Board of Directors or of any committee thereof may be taken
without a  meeting, if prior to such action all members of the Board of Directors or of
such committee, as the case any be, consent thereto in writing, and the writing  or
writings are filed with the minutes of proceedings of the Board of Directors  or the
committee.

Section III.13. Resignations.
Any  director may resign at any time upon written notice of resignation to the
Corporation. Any resignation shall be effective immediately unless a date  certain is
specified for it to take effect, in which event it shall be effective  upon such date,
and acceptance of any resignation shall not be necessary to make  it effective,
irrespective of whether the resignation is tendered subject to  such acceptance.

Section III.14. Filling
of  Vacancies. Except as otherwise provided by law or the Amended and
Restated Certificate of Incorporation, in case of any increase in the number of
directors, or of any vacancy in the Board of Directors, including any  prospective
vacancy to result from the effectiveness at a future date of a  resignation therefrom,
the additional director or directors may be elected, or,  as the case may be, the vacancy
or vacancies may be filled, by the Board of  Directors at any meeting by affirmative vote
of a majority of the remaining  directors though the remaining directors be less than the
quorum provided in  Section III.10 hereof, or by a sole remaining director. If the
Corporation is  required to have a nominating or governance committee (or other committee
performing similar function) by the rules of any national market or national  stock
exchange upon which shares of stock of the Corporation are listed, such  committee shall
be involved in the election of directors to fill any vacancy in  the Board of Directors
to the extent and in the manner set forth in its charter.  The directors so chosen shall
hold office until the next Annual Meeting of  Stockholders and until their successors are
elected and qualified or until their  earlier removal or resignation.

### ARTICLE IV

### COMMITTEES

Section IV.1. Constitution
and Powers. The Board  of Directors may, by resolution adopted by
affirmative vote of a majority of the  whole Board of Directors, appoint one or more
committees of the Board of  Directors which shall have such powers and duties as the
Board of Directors  shall properly determine. Such committees of the Board of Directors
shall be  composed of one or more directors.

Section IV.2. Place
of Meetings. Meetings of any  committee of the Board of Directors may be
held at any place, within or without  the State of Delaware, from time to time designated
by the Board of Directors or  such committee.

Section IV.3. Meetings;
Notice and Waiver of  Notice. Regular meetings of any committee of the
Board of  Directors shall be held at such times as may be determined by resolution either
of the Board of Directors or of such committee and no notice shall be required  for any
regular meeting. Special meetings of any committee shall be called by  the secretary
thereof upon request of any member. Notice of any special meeting  of any committee shall
be in a form approved by the Chairman. Notices of special  meetings shall be mailed to
each member, addressed to him at his residence or  usual place of business, not later
than two (2) days before the day on which the  meeting is to be held, or shall be sent to
him at such place by telegraph, cable  or any other form of recorded communication, or be
delivered personally or by  telephone, not later than the day before such day of the
meeting. Neither the  business to be transacted at, nor the purpose of, any special
meeting of any  committee need be specified in any notice or written waiver of notice
unless so  required by the Amended and Restated Certificate of Incorporation or these
Amended and Restated By-Laws. Notices of any such meeting need not be given to  any
member of any committee, however, if waived by him as provided in Section  III.8 hereof,
and the provisions of such Section III.8 with respect to waiver of  notice of meetings of
the Board of Directors shall apply to meetings of any  committee as well.



Section IV.4. Organization
of Meetings. The  director present who has served the longest as a
director, except as otherwise  expressly provided in these Amended and Restated By-Laws
or by the Board of  Directors or the committee, shall preside at all meetings of any
committee. The  Secretary, except as otherwise expressly provided by the Board of
Directors,  shall act as secretary at all meetings of any committee and in his absence a
temporary secretary shall be appointed by the chairman of the meeting.

Section IV.5. Quorum
and Manner of Acting. A  majority of the members of any committee then in
office (or one director if a  committee of one) shall constitute a quorum for the
transaction of business, and  the act of a majority of those present at any meeting at
which a quorum is  present shall be the act of such committee. In the absence of a
quorum, a  majority of the members of any committee present, or, if two or fewer members
shall be present, any member of the committee present or the Secretary, may  adjourn any
meeting, from time to time, until a quorum is present. No notice of  any adjourned
meeting need be given other than by announcement at the meeting  that is being adjourned.
The provisions of Section III.10 hereof with respect to  participation in a meeting of a
committee of the Board of Directors and the  provisions of Section III.12 hereof with
respect to action taken by a committee  of the Board of Directors without a meeting shall
apply to participation in  meetings of and action taken by any committee.

### ARTICLE V

### OFFICERS

Section V.1. The
Board of Directors shall elect the following  executive officers: a Chief Executive
Officer, a President, one or more Vice  Presidents, a Treasurer, a Secretary; and it
shall elect or appoint from time to  time such other or additional officers (including,
without limitation, Assistant  Vice Presidents, Assistant Treasurers and Assistant
Secretaries) as in its  opinion are desirable for the conduct of the business of the
Corporation, unless  otherwise required by the Amended and Restated Certificate of
Incorporation.

Section V.2. The
term of all executive officers shall be for one year,  or until their respective
successors are chosen and qualify. Any officer or  Agent shall be subject to removal for
or without cause at any time by the  affirmative vote of a majority of the whole Board of
Directors. Vacancies in any  office may be filled at any regular or special meeting of
the Board.

Section V.3. The
officers of the Corporation shall, unless otherwise  ordered by the Board of Directors,
each have such powers and duties as generally  pertain to their respective offices as
well as such powers and duties as from  time to time may be conferred by the Board of
Directors.

Section V.4. Unless
otherwise ordered by the Board of Directors, the  Chief Executive Officer, the President
or any Vice President shall have full  power and authority on behalf of the Corporation
to attend and to vote at any  meeting of stockholders of any corporation in which this
Corporation may hold  stock, and may exercise on behalf of this Corporation any and all
of the rights  and powers incident to the ownership of such stock at any such meeting,
and  shall have power and authority to execute and deliver proxies, waivers and  consents
on behalf of the Corporation in connection with the exercise by the  Corporation of the
rights and powers incident to the ownership of such stock.  The Board of Directors from
time to time may confer like powers upon any other  person or persons.

### ARTICLE VI

### STOCK AND TRANSFERS OF STOCK

Section VI.1. Stock
Certificates. The capital  stock of the Corporation shall be represented
by certificates signed by, or in  the name of the Corporation by, the Chief Executive
Officer, the President, any  Executive Vice President, any Senior Vice President or any
Vice President and  the Secretary or an Assistant Secretary, and sealed with the seal of
the  Corporation. In case any such officer who has signed any such certificate shall
have ceased to be such officer before such certificate is delivered by the  Corporation,
it may nevertheless be issued and delivered by the Corporation with  the same effect as
if such officer had not ceased to be such at the date of its  delivery. The certificates
representing the capital stock of the Corporation  shall be in such form as shall be
approved by the Board of Directors.

Section VI.2. Transfers
of Stock. Transfers of  stock shall be made on the books of the
Corporation by the Secretary or the  Assistant Secretary of the Corporation, or by an
attorney lawfully constituted  in writing, and upon surrender and cancellation of a
certificate or certificates  for a like number shares of the same class or series of
stock, with duly  executed assignment and power of transfer endorsed thereon or attached
thereto,  and with such proof of the authenticity of the signatures as the Corporation or
its agents may reasonably require and with all required stock transfer tax  stamps
affixed thereto and cancelled or accompanied by sufficient funds to pay  such taxes.



Section VI.3. Lost
Certificates. In case any  certificate of stock shall be lost, stolen or
destroyed, the Board of Directors,  in its discretion, or any officer or officers
thereunto duly authorized by the  Board of Directors, may authorize the issue of a
substitute certificate in place  of the certificate so lost, stolen or destroyed;
provided, however, that, in  each such case, the applicant for a substitute certificate
shall furnish  evidence to the Corporation, which it determines in its discretion is
satisfactory, of the loss, theft or destruction of such certificate and of the  ownership
thereof, and also such security or indemnity as may be required by it.

Section VI.4. Determination
of Stockholders of Record for  Certain Purposes. The Board of Directors
may fix, in advance, a  date, not more than sixty (60) days prior to the date of payment
of any dividend  or other distribution, or the date for the allotment of rights, or the
date when  any change, conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to receive  payment of any
such dividend or other distribution, or any such allotment of  rights, or to exercise the
rights in respect of any such change, conversion or  exchange of its capital stock, and
in such case only stockholders of record on  the date so fixed shall be entitled to
receive payment of such dividend, or to  receive such allotment of rights, or to exercise
such rights, notwithstanding  any transfer of any stock on the books of the Corporation
after any such record  date fixed as aforesaid.

### ARTICLE VII

### CORPORATE SEAL

Section VII.1. Seal.
The seal of the Corporation  shall be in the form of a circle and shall bear the name of
the Corporation and,  in the center of the circle, the words Corporate Seal,
Delaware and  the figures 1987".

Section VII.2. Affixing
and  Attesting. The seal of the Corporation shall be in the custody of
the Secretary, who shall have power to affix it to the proper corporate  instruments and
documents, and who shall attest it. In his absence, it may be  affixed and attested by an
Assistant Secretary, or by the Treasurer or an  Assistant Treasurer or by any other
person or persons as may be designated by  the Board of Directors.

### ARTICLE VIII

### INDEMNIFICATION

Section VIII.1. The
Corporation shall indemnify any person who was or  is a party or is threatened to be made
a party to any threatened, pending or  completed 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 the person is or was a director,
officer, employee or  agent of the Corporation, or is or was serving at the request 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), judgments, fines and amounts paid in settlement actually  and
reasonably incurred by the person in connection with such action, suit or  proceeding, if
the person acted in good faith and in a manner the person  reasonably believed to be in
or not opposed to the best interests of the  Corporation, and, with respect to any
criminal action or proceeding, had no  reasonable cause to believe the persons
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, of itself, create a presumption that the person did not act in
good  faith and in a manner which the person reasonably believed to be in or not  opposed
to the best interests of the Corporation, and, with respect to any  criminal action or
proceeding, had reasonable cause to believe that the  persons conduct was unlawful.

Section VIII.2. The
Corporation  shall indemnify any person who was or is a party or is threatened to be made
a  party to any threatened, pending or completed action or suit by or in the right  of
the Corporation to procure a judgment in its favor by reason of the fact that  the person
is or was a director, officer, employee or agent of the Corporation,  or is or was
serving at the request 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 the person
in connection with the defense or settlement  of such action or suit, if the person acted
in good faith and in a manner the  person reasonably believed to be in or not opposed to
the best interests of the  Corporation and except that no indemnification shall be made
in respect of any  claim, issue or matter as to which such person shall have been
adjudged to be  liable to the Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in  view of
all the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity for such expenses which the Court of Chancery of Delaware  or such other court
shall deem proper.

Section VIII.3. Notwithstanding
the other provisions of this Article,  to the extent that a present or former director,
officer, employee or agent of  the Corporation has been successful on the merits or
otherwise, in defense of  any action, suit or proceeding referred to in Sections VIII.1
and VIII.2 hereof,  or in defense of any claim, issue or matter therein, such person
shall be  indemnified against expenses (including attorneys fees) actually and
reasonably incurred by such person in connection therewith.



Section VIII.4. Any
indemnification under Sections VIII.1 and VIII.2  hereof (unless ordered by a court)
shall be made by the Corporation only as  authorized in the specific case upon a
determination that indemnification of the  present or former director, officer, employee
or agent is proper in the  circumstance because the person has met the applicable
standard of conduct set  forth in Sections VIII.1 and VIII.2 hereof. Such determination
shall be made,  with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to  such
action, suit or proceeding even though less than a quorum, or (2) by a  committee of such
directors designated by majority vote of such directors, even  though less than a quorum,
or (3) if there are no such directors, or if such  directors so direct, by independent
legal counsel in a written opinion, or (4)  by the stockholders.

Section VIII.5. Expenses
(including attorneys fees) incurred by  an officer or director in defending any
civil, criminal, administrative or  investigative action, suit or proceeding may 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 to
repay such  amount if it shall ultimately be determined that such person is not entitled
to  be indemnified by the Corporation as authorized in this Article. Such expenses
(including attorneys fees) incurred by former directors and officers or  other
employees and agents may be so paid upon such terms and conditions, if  any, as the
Corporation deems appropriate.

Section VIII.6. Any
indemnification under Sections VIII.1, VIII.2 and  VIII.3 hereof, or advance of expenses
under Section VIII.5 hereof, shall be made  promptly, and in any event within 60 days,
upon the written notice of the  director, officer, employee or agent. The right to
indemnification or advances  as granted by this Article shall be enforceable by the
director, officer,  employee or agent in any court of competent jurisdiction if the
Corporation  denies such request, in whole or in part, or if no disposition thereof is
made  within 60 days. Such persons costs and expenses incurred in connection  with
successfully establishing his right to indemnification, in whole or in  part, in any such
action shall also be indemnified by the Corporation. It shall  be a defense to any such
action (other than an action brought to enforce a claim  for the advance of costs,
charges and expenses under Section VIII.5 hereof where  the required undertaking, if any,
has been received by the Corporation) that the  claimant has not met the standard of
conduct set forth in Section VIII.1 or  VIII.2 hereof, but the burden of proving such
defense shall be on the  Corporation. Neither failure of the Corporation (including its
Board of  Directors, its independent legal counsel, and its stockholders) to have made a
determination that indemnification of the claimant is proper in the  circumstances
because he has met the applicable standard of conduct set forth in  Section VIII.1 or
VIII.2 hereof, nor the fact that there has been actual  determination by the Corporation
(including its Board of Directors, its  independent legal counsel, and its stockholders)
that the claimant has not met  such applicable standard of conduct, shall be a defense to
the action or create  a presumption that the claimant has not met the applicable standard
of conduct.

Section VIII.7. The
indemnification and advancement of expenses  provided by, or granted pursuant to this
Article shall not be deemed exclusive  of any other rights to which those seeking
indemnification or advancement of  expenses may be entitled under any bylaw, agreement,
vote of stockholders or  disinterested directors or otherwise, both as to action in such
persons  official capacity and as to action in another capacity while holding such
office.

Section VIII.8. The
Corporation may purchase and maintain insurance  on behalf of any person who is or was or
has agreed to become a director,  officer, employee or agent of the Corporation, or is or
was serving at the  request of the Corporation as a director, officer, employee or agent
of another  corporation, partnership, joint venture, trust or other enterprise against
any  liability asserted against such person and incurred by such person in any such
capacity, or arising out of such persons status as such, whether or not  the
Corporation would have the power to indemnify such person against such  liability under
the provisions of this Article.

Section VIII.9. The
indemnification and  advancement of expenses provided by, or granted pursuant to,  this
Article shall, unless  otherwise provided when authorized or ratified,  continue as to a
person who has ceased  to be a director, officer, employee or  agent and shall inure to
the benefit of the  heirs, executors and administrators  of such a person.

Section VIII.10. If
this Article or any portion hereof shall be  invalidated on any ground by any court of
competent jurisdiction, then the  Corporation shall nevertheless indemnify each director,
officer, employee and  agent of the Corporation as to costs, charges and expenses
(including  attorneys fees), judgments, fines and amounts paid in settlement with
respect to any action, suit or proceeding, whether civil, criminal,  administrative or
investigative, including any action by or in the right of the  Corporation, to the full
extent permitted by any applicable portion of this  Article that shall not have been
invalidated and to the full extent permitted by  applicable law.

### ARTICLE IX

### MISCELLANEOUS

Section IX.1. Fiscal
Year. The fiscal year of  the Corporation shall end on the Saturday
closest to January 31 in each year and  the succeeding fiscal year shall begin on the day
next succeeding the last day  of the preceding fiscal year, unless changed by the Board
of Directors.



Section IX.2. Signatures
on Negotiable  Instruments. All bills, notes, checks or other instruments
for  the payment of money shall be signed or countersigned by such officers or agents
and in such manner as, from time to time, may be prescribed by resolution  (whether
general or special) of the Board of Directors, or may be prescribed by  any officer or
officers, or any officer and agent jointly, thereunto duly  authorized by the Board of
Directors.

Section IX.3. References
to the Amended and Restated  Certificate of Incorporation. Whenever
reference is made to the  Amended and Restated Certificate of Incorporation, such
reference is to the  Amended and Restated Certificate of Incorporation of the
Corporation, as  amended, including all documents deemed by the General Corporation Law
of the  State of Delaware to constitute a part thereof.

### ARTICLE X

### AMENDMENTS

These Amended and Restated
By-Laws may be altered,  amended or repealed at any Annual Meeting of Stockholders, or at
any special meeting of  holders of shares of stock entitled to vote thereon, provided
that in the case of a  special meeting, notice of such proposed alteration, amendment or
repeal be included in  the notice of meeting, by a vote of the holders of a majority of
the shares of stock  present in person or by proxy at the meeting and entitled to vote
thereon, or (except as  otherwise expressly provided in any By-Law adopted by the
stockholders) by the Board of  Directors at any valid meeting by affirmative vote of a
majority of the whole Board of  Directors.