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                                                                     EXHIBIT 3.2

                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                                   BELK, INC.


                                    ARTICLE I

                                  STOCKHOLDERS

         Section 1. Annual Meeting. The annual meeting of the stockholders of
Belk, Inc. (the "Corporation") for the election of directors of the Corporation
and for the transaction of such other business as may properly come before the
meeting shall be held at such place, either within or without the State of
Delaware, on such date and at such time as the Board of Directors may by
resolution provide. The Board of Directors may specify by resolution prior to
any special meeting of stockholders held within the year that such meeting shall
be in lieu of the annual meeting.

         Section 2. Special Meetings. Special meetings of the stockholders of
the Corporation may only be called at any time by the Chairman of the Board or
by the Board of Directors pursuant to a resolution adopted by the affirmative
vote of a majority of the entire Board of Directors. Special meetings shall be
held at such place, either within or without the State of Delaware, as is stated
in the call and notice thereof. Such notice shall also state the purpose or
purposes of the proposed meeting.

         Section 3. Notice of Meetings. (a) Unless otherwise provided by law,
whenever stockholders are required or permitted to take any action at a meeting,
a written notice of the meeting stating the place, date and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given not less than ten, nor more than sixty, days
prior to such meeting to each stockholder entitled to vote at the meeting. If
mailed, such notice shall be deemed to be given when deposited in the mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation. Whenever notice is required to be
given to any stockholder, a written waiver thereof, signed by the stockholder
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance at a meeting shall constitute a waiver
of notice of such meeting, except when the stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business transacted at, nor the purpose of, any regular or
special meeting need be stated in the written waiver of notice of such meeting.

         (b) Notice of any meeting may be given by or at the direction of the
Chairman, the President, the Secretary or the Board of Directors. No notice need
be given of the time and place of reconvening of any adjourned meeting if the
time and place to which the meeting is adjourned are announced at the adjourned
meeting. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 4. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address of each
stockholder and the class and number of shares registered in the name of each
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 days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who or which is present. The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the Corporation, or to vote in person or by proxy
at any meeting of the stockholders.

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         Section 5. Quorum; Required Stockholder Vote. Except as otherwise
provided by the Certificate of Incorporation, each stockholder entitled to vote
at any meeting of stockholder shall be entitled to (i) ten votes for each share
of Class A Stock held by such stockholder that has voting power upon the matter
in question and (ii) one vote for each share of Class B Stock held by such
stockholder that has voting power upon the matter in question. A quorum for the
transaction of business at any annual or special meeting of stockholders shall
exist when the holders of the outstanding shares of both classes taken together
entitled to vote and constituting a majority of the total votes are represented
either in person or by proxy at such meeting. In all matters other than the
election of directors, the affirmative vote of the shares of both classes taken
together present in person or represented by proxy and constituting a majority
of the total votes present and entitled to be cast at the meeting and entitled
to vote on the subject matter shall be the act of the stockholders, unless a
greater vote is required by law, by the Amended and Restated Certificate of
Incorporation or by these Amended and Restated Bylaws. Directors shall be
elected by the affirmative vote of a plurality of the votes represented by the
shares of both classes taken together present in person or represented by proxy
at the meeting and entitled to vote on the election of directors. When a quorum
is once present to organize a meeting, the stockholders present may continue to
do business at the meeting or at any adjournment thereof notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. Shares of its own
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

         Section 6. Proxies. A stockholder may vote either in person or by a
proxy which such stockholder has duly executed in writing. No proxy shall be
valid after three years from the date of its execution unless a longer period is
expressly provided in the proxy. A duly executed proxy shall be irrevocable if
it states that it is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the Corporation.

         Section 7. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, or in his absence by the President, or in the
absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his absence
the chairman of the meeting may appoint any person to act as secretary of the
meeting.

         Section 8. Record Date. In order that the Corporation may determine
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for any other lawful
purpose, the Board of Directors of the Corporation may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date: (a) in
the case of the determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall not be more than sixty nor less than
ten days before the date of such meeting; and (b) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (x) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; and (y) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

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         Section 9. Report of Business. At each annual stockholders' meeting,
one of the officers of the Corporation shall submit a statement of the business
done during the preceding year, together with a report of the general financial
condition of the Corporation and of the condition of its tangible property.


                                   ARTICLE II

                                    DIRECTORS

         Section 1. Power of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of its Board of
Directors. In addition to the authority and powers conferred upon the Board of
Directors of the Corporation by the Delaware General Corporation Law, the
Amended and Restated Certificate of Incorporation and these Amended and Restated
Bylaws, the Board of Directors is hereby authorized and empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject to the provisions of the General Corporation Law, the
Amended and Restated Certificate of Incorporation and these Amended and Restated
Bylaws.

         Section 2. Composition of the Board. (a) The number of directors that
shall constitute the Board of Directors of the Corporation shall not be less
than two nor more than eighteen, as shall be determined from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Board then in office.

         (b) The directors shall be divided into three classes and shall serve
such terms of office as provided in the Amended and Restated Certificate of
Incorporation.

         (c) A director shall hold office until the annual meeting for the year
in which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

         (d) At each annual election, the directors chosen to succeed those
whose terms then expire shall be of the same class as the directors they
succeed, unless, by reason of any intervening changes in the authorized number
of directors, the Board of Directors of the Corporation shall designate one or
more directorships whose term then expires as directorships of another class in
order more nearly to achieve equality of number of directors among the classes.

         (e) Notwithstanding the requirement of the Amended and Restated
Certificate of Incorporation that the directors be evenly divided into three
classes, in the event of any change in the authorized number of directors, each
director then continuing to serve as such shall nevertheless continue as a
director of the class of which he is a member until the expiration of his
current term, or his prior death, resignation, disqualification or removal. If
any newly created directorship may, consistent with the requirement of the
Amended and Restated Certificate of Incorporation that the directors be evenly
divided into three classes, be allocated to one or more classes, the Board of
Directors of the Corporation shall allocate it to that of the available classes
whose terms of office are due to expire at the earliest date following such
allocation.

         Section 3. Meetings of the Board; Notice of Meetings; Waiver of Notice.
Regular meetings of the Board of Directors may be held at such places within or
without the State of Delaware and at such times as the Board of Directors may
from time to time determine, and if so determined, notices thereof need not be
given. Special meetings of the Board of Directors may be held at such places
within or without the State of Delaware and may be called by the Chairman, the
President or a majority of the entire Board of Directors. Written notice of the
time and place of such special meetings shall be given to each director by the
persons calling such meeting by first class or registered mail at least four
days before the meeting or by telephone, telecopy or in person at least one day
before the meeting. Whenever notice is required to be given to any director, a
written waiver thereof, signed by such director, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance at a
meeting shall constitute a waiver of any required notice of such meeting, except
when the director attends such meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business

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because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the Board of Directors need
be stated in the notice or waiver of notice of such meeting.

         Section 4. Quorum; Vote Requirement. A majority of the directors then
in office shall constitute a quorum for the transaction of business at any
meeting. When a quorum is present, the vote of a majority of the directors
present shall be the act of the Board of Directors, unless a greater vote is
required by law, by the Amended and Restated Certificate of Incorporation, by
these Amended and Restated Bylaws or by a resolution of the Board of Directors.

         Section 5. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his absence by a President, or
in their absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         Section 6. Action of Board Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a written consent, setting forth the
action so taken, is signed by all the directors or committee members and filed
with the minutes of the proceedings of the Board of Directors or committee. Such
consent shall have the same force and effect as a unanimous affirmative vote of
the Board of Directors or committee, as the case may be.

         Section 7. Conference Telephone Meetings. Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board or any 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 in a
meeting pursuant to this Section 7 shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

         Section 8. Committees. The Board of Directors, by resolution passed by
a majority of all of the directors, may designate one or more committees, each
committee to consist of one or more of the directors. The Board may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the power and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; provided that no committee shall have the power or
authority of the Board of Directors in reference to (a) amending the Amended and
Restated Certificate of Incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board of Directors as provided in Section 151 (a)
of the Delaware General Corporation Law fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation), (b) adopting an agreement of merger or consolidation under
Sections 251 or 252 of the Delaware General Corporation Law, (c) recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
property and assets of the Corporation, (d) recommending to the stockholders a
dissolution of the Corporation or a revocation thereof, or (e) amending these
Amended and Restated Bylaws. In addition, unless the resolution of the Board of
Directors or the Amended and Restated Certificate of Incorporation expressly so
provides, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law. Unless the Board of Directors otherwise provides, each committee designated
by the Board may make, alter and repeal rules for the conduct of its business.
In the absence of such rules, each committee shall conduct its business in the
same manner as the Board of Directors conducts its business pursuant to this
Article II.

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         Section 9. Compensation. Directors, as such, shall not receive any
stated salary for their services, but, by resolution of the Board, a specific
sum fixed by the Board plus expenses may be allowed for attendance at each
regular or special meeting of the Board and a quarterly or annual fixed fee may
be allowed; provided, however, that nothing herein contained shall be construed
to preclude any director from serving the Corporation or any parent or
subsidiary corporation thereof in any other capacity and receiving compensation
therefor.

         Section 10. Mandatory Retirement Age. No individual may be elected or
reelected as a director once he or she reaches age 70. Any director who turns
age 70 while serving as a director may continue to serve as a director for the
remainder of his or her current term.


                                   ARTICLE III

                                    OFFICERS

         Section 1. Executive Structure. The officers of the Corporation shall
be a Chairman of the Board of Directors, one or more Vice Chairmen, one or more
Presidents, one or more Vice Presidents who may be designated an Executive Vice
President or Senior Vice President, a Secretary, a Treasurer and such Assistant
Secretaries and Assistant Treasurers as the Board of Directors may from time to
time deem advisable, and such other officers as the Board of Directors may from
time to time deem advisable and designate. Any two of said offices may be held
by one person except the office of President and Vice President.

         Section 2. (a) The Chairman of the Board. The Chairman of the Board,
who shall be chosen from among the Directors, shall be the Chief Executive
Officer of the Corporation and shall have the general powers and duties of
supervision and management of the business of the Corporation, shall preside at
all meetings of the Board of Directors if present, and shall, in general,
perform all duties incident to the office of Chairman of the Board and such
other duties as, from time to time, may be assigned to him by the Board of
Directors.

         (b) Vice Chairman of the Board. Each Vice Chairman of the Board shall
perform such duties as may be prescribed by the Chairman and the Board of
Directors from time to time.

         Section 3. The Presidents. The Presidents shall have active executive
management of various operational functions of the Corporation subject, however,
to the control of the Chairman, the Board of Directors and the stockholders.
They shall, in general, perform such duties as may be assigned by the Chairman,
Board of Directors and the stockholders.

         Section 4. The Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board of Directors may from time to time
prescribe or as the Chairman or any President may from time to time delegate.

         Section 5. The Secretary. The Secretary shall keep or cause to be kept
in books provided for that purpose the minutes of the meetings of the
stockholders and of the Board of Directors; shall see that all notices are duly
given in accordance with the provisions of these Amended and Restated By-Laws
and as required by law; shall be custodian of the records and of the seal of the
Corporation and see that the seal is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these Amended and Restated By-Laws; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may, from time to time, be assigned to him by the Board of
Directors or by the Chairman.

         The Assistant Secretaries. Each Assistant Secretary (if one or more
Assistant Secretaries be elected or appointed) shall assist the Secretary in his
duties, and shall perform such other duties as the Board of Directors may from
time to time prescribe or the Chairman may from time to time delegate to him. At
the request of the Secretary, any Assistant Secretary may, in the case of the
absence or inability to act as the Secretary, temporarily act in his place. In
the case of the death of the Secretary, or in the case of his absence or
inability to act without having

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designated an Assistant Secretary to act temporarily in his place, the Assistant
Secretary so to perform the duties of the Secretary shall be designated by the
Chairman.

         The Treasurer. The Treasurer shall have charge and custody of and be
responsible for; all funds of the Corporation, and shall deposit all such funds
in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected by the Board of Directors; shall receive, and
give receipts for, moneys due and payable to the Corporation from any source
whatsoever; and, in general, shall perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the Board of Directors or by the Chairman. The Treasurer shall render to the
Chairman and the Board of Directors, whenever the same shall be required, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation. He shall, if required so to do by the Board of Directors, give
the Corporation a bond in such amount and with such surety or sureties as may be
ordered by the Board of Directors, for the faithful performance of the duties of
his office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.

         The Assistant Treasurers. Each Assistant Treasurer (if one or more
Assistant Treasurers be elected or appointed) shall assist the Treasurer in his
duties, and shall perform such other duties as the Board of Directors may from
time to time prescribe or the Chairman may from time to time delegate to him. At
the request of the Treasurer, any Assistant Treasurer may, in the case of the
absence or inability to act as the Treasurer, temporarily act in his place. In
the case of the death of the Treasurer, or in the case of his absence or
inability to act without having designated an Assistant Treasurer to act
temporarily in his place, the Assistant Treasurer to perform the duties of the
Treasurer shall be designated by the Chairman. Each Assistant Treasurer shall,
if required to do so by the Board of Directors, give the Corporation a bond in
such amount and with such surety or sureties as may be ordered by the Board of
Directors, for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

         Section 6. Resignations; Removal; Vacancies. Any officer may resign at
any time upon written notice to the Corporation. The Board of Directors may
remove any officer with or without cause at any time, but such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation. Any vacancy occurring in any office of the Corporation by reason of
death, resignation, removal or otherwise may be filled by the Board of Directors
at any regular or special meeting.

         Section 7. Compensation. The salaries of the officers shall be fixed
from time to time by the Board of Directors, by a Committee of the Board or by
any officer the Board designates. No officer shall be prevented from receiving
such salary by reason of the fact that such officer is also a director of the
Corporation.


                                   ARTICLE IV

                                      STOCK

         Section 1. Stock Certificates. Certificates representing shares of
stock of the Corporation shall be in such form as may be approved by the Board
of Directors, which certificates shall be issued to stockholders of the
Corporation in numerical order from the stock book of the Corporation, and each
of which shall bear the name of the stockholder, the class and number of shares
represented, and the date of issue; and which shall be signed by the Chairman,
the President or a Vice President and the Secretary or an Assistant Secretary of
the Corporation or any other officer authorized to sign by the Board of
Directors; and which shall be sealed with the seal of the Corporation. Any or
all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

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         Section 2. Transfer of Stock. Shares of stock of the Corporation shall
be transferred only on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the stockholder of record or such stockholder's duly authorized
attorney-in-fact and with all taxes on the transfer having been paid. The
Corporation may refuse any requested transfer until furnished evidence
satisfactory to it that such transfer is proper. The Board of Directors may make
such additional rules concerning the issuance, transfer and registration of
stock as it shall so determine. Transfers of shares of stock of the Corporation
shall in all cases comply with the Amended and Restated Certificate of
Incorporation.

         Section 3. Stock Ledger. A record shall be kept by the Secretary or by
any other officer, employee or agent designated by the Board of Directors, of
the name of each person, firm or corporation holding capital stock of the
Corporation, the class and number of shares represented by, and the respective
dates of, each certificate for such capital stock, and in case of cancellation
of any such certificate, the respective dates of cancellation.

         Section 4. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

         Section 5. Registered Stockholders. The Corporation may deem and treat
the holder of record of any stock as the absolute owner for all purposes and
shall not be required to take any notice of any right or claim of right of any
other person, except as otherwise provided in the Amended and Restated
Certificate of Incorporation.


                                    ARTICLE V

                              DEPOSITORIES AND SEAL

         Section 1. Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, banks, or other financial
institutions as the Board of Directors may from time to time designate and shall
be drawn out on checks, drafts or other orders signed on behalf of the
Corporation by such person or persons as the Board of Directors may from time to
time designate.

         Section 2. Seal. The Board of Directors may, in its discretion, provide
for a suitable seal, which seal shall be in the charge of the Secretary.


                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 1. Indemnification. (a) Actions Other Than Those by or in the
Right of the Corporation. (i) Subject to Section 1 (d) of this Article VI, 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 such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation (or such other corporation or
organization), and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

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         (ii) Subject to Section 1 (d) of this Article VI, the Corporation may
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 such person is or was
an employee or agent of the Corporation, or is or was serving at the request of
the Corporation as an director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation (or such other corporation or
organization), and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         (iii) 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 such person did not
act in good faith and in a manner which he or she 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 his or
her conduct was unlawful.

         (b) Action by or in the Right of the Corporation. (i) Subject to
Section 1 (d) of this Article VI, 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 such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation (or such other corporation or organization) 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 (or
such other corporation or organization) unless and only to the extent that 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 such court shall deem proper.

         (ii) Subject to Section 1 (d) of this Article VI, the Corporation may
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 such
person is or was an 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, employee benefit plan or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation (or such other corporation or organization) 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 (or
such other corporation or organization) unless and only to the extent that 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 such court shall deem proper.

         (c) Successful Defense of Action. Notwithstanding, and without
limitation of, any other provision of this Article VI, to the extent that a
director, officer, employee or agent 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 paragraph (a) or (b) of
this Section 1, 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 him or her in connection therewith.

         (d) Determination Required. Any indemnification under paragraph (a) or
(b) of this Section 1 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination

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that indemnification of the director, officer, employee or agent or former
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in said paragraph.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who are not or were not parties to the
particular action, suit or proceeding, (ii) if such a quorum is not obtainable,
by majority vote of a committee designated by the Board of Directors consisting
only of directors who are not or were not parties to the particular action, suit
or proceeding, (iii) by independent legal counsel in a written opinion, or (iv)
by the stockholders.

         (e) Advances. Expenses (including attorney's fees) incurred by a
director, officer, employee or agent or former director, officer, employee or
agent in defending or investigating any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent or
former director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article. The right provided in the first
sentence of this Section 1 (e) is a contract right.

         Section 2. Insurance. The Corporation may, when authorized by the Board
of Directors, purchase and maintain insurance on behalf of any person who 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, employee
benefit plan 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 be required to
indemnify such person against such liability under the provisions of Section 1.
The risks insured under any insurance policies purchased and maintained on
behalf of any person as aforesaid or on behalf of the Corporation shall not be
limited in any way by the terms of this Article VI and to the extent compatible
with the provisions of such policies, the risks insured shall extend to the
fullest extent permitted by law, common or statutory.

         Section 3. Nonexclusivity; Duration. The indemnification, rights, and
limitations of liability provided by this Article VI shall not be deemed
exclusive of any other indemnification, rights or limitations of liability to
which any person may be entitled under the Amended and Restated Certificate of
Incorporation, these Amended and Restated Bylaws or any agreement, vote of
stockholders or disinterested directors, or otherwise, either as to action in
such person's official capacity or as to action in another capacity while
holding office, and they shall continue although such person has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators. The authorization to purchase and
maintain insurance set forth in Section 2 of this Article VI shall likewise not
be deemed exclusive.

         Section 4. Other Indemnification. The Corporation's obligation, if any,
to indemnify any person who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan, enterprise or non-profit entity shall be reduced
by any amount such person may collect as indemnification from such other
corporation, partnership, joint venture, trust, employee benefit plan,
enterprise or non-profit entity.

         Section 5. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

         Section 6. Certain Definitions. For purposes of this Article VI, the
reference to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article VI.

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                                   ARTICLE VII

                               AMENDMENT OF BYLAWS

         These Amended and Restated Bylaws may be altered, amended or repealed
only as specified in the Amended and Restated Certificate of Incorporation.













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