Exhibit
3.2  Third Amended and Restated
B Y L A W S
OF
CEPHALON, INC.
(a Delaware Corporation)


ARTICLE
I  OFFICE AND FISCAL YEAR  Section 1.01           Registered Office.  The
registered office of the corporation shall be in the City of Wilmington, County
of New Castle, State of Delaware until otherwise established by resolution of
the board of directors, and a certificate certifying the change is filed in the
manner provided by statute.  Section 1.02           Other Offices  The
corporation may also have offices at such other places within or without the
State of Delaware as the board of directors may from time to time determine or
the business of the corporation requires.  Section 1.03           Fiscal Year.  The fiscal year
of the corporation shall end on the 31st of December in each year.  ARTICLE II  MEETINGS OF STOCKHOLDERS  Section 2.01           Place of Meeting.  All
meetings of the stockholders of the corporation shall be held at the registered
office of the corporation, or at such other place within or without the State
of Delaware as shall be designated by the board of directors in the notice of
such meeting.  Section 2.02           Annual Meeting.  If required
by applicable law, the board of directors shall fix the date and time of the
annual meeting of the stockholders of the corporation and at said meeting the
stockholders then entitled to vote shall elect directors and shall transact
such other business as may properly be brought before the meeting.  Section 2.03           Special Meetings.  Subject to
the provisions of the certificate of incorporation and the provisions of these
bylaws, special meetings of the stockholders of the corporation may be called
at any time only by the chairman of the board, a majority of the board of
directors or the president.  At any time,
upon the written request of any person or persons who have duly called a
special meeting in accordance herewith, which written request shall state the
purpose or purposes of the meeting, it shall be the duty of the secretary to
fix the date of the meeting which shall be held at such date and time as the
secretary may fix, not less than ten nor more than 60 days after the receipt of
the request, and to give due notice thereof. 
If the secretary shall neglect or refuse to fix the time and date of
such meeting and give notice thereof, the person or persons calling the meeting
may do so.  Section 2.04           Notice of Meetings.  Notice
of the place, date and hour of every meeting of the stockholders, whether
annual or special, shall be given to each stockholder of record entitled to vote
at the meeting not less than ten nor more than 60 days before the date of the
meeting unless otherwise required by law, the certificate of incorporation or
these bylaws.  Every notice of a special
meeting shall state the purpose or purposes thereof.  If the notice is sent by mail, it shall be
deemed to have been given when deposited in the United States mail, postage
prepaid, directed to the stockholder at the address of the stockholder as it
appears on the records


of the corporation.  Section 2.05           Quorum, Manner of Acting and
Adjournment.  (a)        Quorum.  The
holders of a majority of the voting power of the outstanding shares of capital
stock of the corporation entitled to vote generally in the election of
directors, present in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders except as otherwise provided by the General
Corporation Law of the State of Delaware (DGCL), by the certificate of
incorporation or by these bylaws.  Any
meeting of stockholders, annual or special, may be adjourned from time to time
by the Chairman of the meeting, without notice other than announcement at the
meeting, until a quorum is present or represented.  At any such adjourned meeting at which a
quorum is present or represented, the corporation may transact any business
which might have been transacted at the original meeting.  If the adjournment is for more than 30 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.  (b)        Manner of
Acting.  In all matters other than the election of directors, the affirmative
vote of the holders of a majority of the voting power of the outstanding shares
of capital stock of the corporation present in person or represented by proxy
at the meeting and entitled to vote thereon shall be the act of the
stockholders, unless the question is one upon which, by express provision of
the applicable statute, the rules or regulations of any stock exchange
applicable to the corporation, applicable law, pursuant to any regulation
applicable to the corporation or its securities, the certificate of
incorporation or these bylaws, a different vote is required in which case such
express provision shall govern and control the decision of the question.  The stockholders present in person or by
proxy at a duly organized meeting can continue to do business until
adjournment, notwithstanding withdrawal of enough stockholders to leave less
than a quorum. A nominee for director shall be elected if the votes cast for
such nominees election exceed the votes cast against such nominees election
(with abstentions and broker nonvotes not counted as a vote cast either
for or against that directors election); provided, however, that directors
shall be elected by a plurality of the votes cast at any meeting of
stockholders for which (i) the secretary of the corporation receives a
notice that a stockholder has nominated a person for election to the board of
directors in compliance with the advance notice requirements for stockholder
nominees for director set forth in Section 2.10 and (ii) such
nomination has not been withdrawn by such stockholder on or before the
fourteenth (14th) day before the corporation first mails its notice of meeting
for such meeting to the stockholders. If directors are to be elected by a
plurality of the votes cast, stockholders shall not be permitted to vote
against a nominee.  If a nominee for
director, who is an incumbent director, is not elected, the director shall
promptly offer to tender his or her resignation to the board of directors. The
corporate governance and nominating committee, or such other committee
designated by the board of directors, shall make a recommendation to the board
of directors as to whether to accept or reject the resignation of such
incumbent director, or whether other action should be taken. The board of
directors shall act on the resignation, taking into account the committees recommendation,
and publicly disclose (by a press release, a filing with the Securities and
Exchange Commission or other broadly disseminated means of communication) its
decision regarding the tendered resignation and the rationale behind the
decision within ninety (90) days following certification of the election
results. The director who  2


tenders his
or her resignation shall not participate in the recommendation of the committee
or the decision of the board of directors with respect to his or her
resignation. If such incumbent directors resignation is not accepted by the
board of directors, such director shall continue to serve until the next annual
meeting and until his or her successor is duly elected or his or her earlier
resignation or removal. If the board of directors accepts a directors
resignation pursuant to this Section 2.05(b), or if a nominee for director
is not elected and the nominee is not an incumbent director, the board of
directors may fill the resulting vacancy pursuant to the provisions of Section 3.03
or may decrease the size of the board of directors pursuant to the provisions
of Section 3.02.  Section 2.06           Organization.  At every
meeting of the stockholders, the chairman of the board, if there be one, or in
the case of a vacancy in the office or absence of the chairman of the board,
one of the following persons present in the order stated: the presiding
director of the board, if there be one, the vice chairman, if one has been appointed,
the president, the vice presidents in their order of rank or seniority, a
chairman designated by the board of directors or a chairman chosen by the
stockholders entitled to cast a majority of the votes which all stockholders
present in person or by proxy are entitled to cast, shall act as chairman, and
the secretary, or, in the absence of the secretary, an assistant secretary, or
in the absence of the secretary and the assistant secretaries, a person
appointed by the chairman, shall act as secretary.  Section 2.07           Voting.  (a)        General Rule.
 Unless otherwise provided in the certificate of incorporation, each
stockholder shall be entitled to one vote, in person or by proxy, for each
share of capital stock having voting power held by such stockholder.  (b)        Voting and
Other Action by Proxy.   (1)   A stockholder may execute a writing
authorizing another person or persons to act for the stockholder as proxy.  Such execution may be accomplished by the
stockholder or the authorized officer, director, employee or agent of the
stockholder signing such writing or causing his or her signature to be affixed
to such writing by any reasonable means including, but not limited to, by
facsimile signature.  A stockholder may
authorize another person or persons to act for the stockholder as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, or other
means of electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such transmission if such telegram, cablegram or other means of
electronic transmission sets forth or is submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder.  (2)   No proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period.  3


(3)   A duly executed proxy shall be irrevocable if
it states that it is irrevocable and if, and only so long as, it is coupled
with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.  Section 2.08           Consents to Corporate Action.  (a)        Record
Date.  The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting shall be as fixed by the board of directors or as otherwise
established under this Section 2.08. 
Any person seeking to have the stockholders of the corporation authorize
or take corporate action by written consent without a meeting shall, by written
notice addressed to the secretary and delivered to the corporation, request
that a record date be fixed for such purpose. 
The board of directors may fix a record date for such purpose which
shall be no more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the board of directors and
shall not precede the date such resolution is adopted.  If the board of directors fails within ten (10) days
after the corporation receives such notice to fix a record date for such
purpose, the record date shall be the day on which the first written consent is
delivered to the corporation in the manner described in Section 2.08(b) below
unless prior action by the board of directors is required under the DGCL, in
which event the record date shall be at the close of business on the day on
which the board of directors adopts the resolution taking such prior action.  (b)        Procedures.  (1)   Every written consent purporting to take or
authorizing the taking of corporate action and/or related revocations (each
such written consent and related revocation is referred to in this Section 2.08
as a Consent) shall bear the date of signature of each stockholder who signs
the Consent, and no Consent shall be effective to take the corporate action
referred to therein unless, within sixty (60) days of the earliest dated
Consent delivered in the manner required by this Section 2.08(b), Consents
signed by a sufficient number of stockholders to take such action are so
delivered to the corporation.  Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous Consent shall be given to those stockholders who have not consented
in writing.  (2)   A Consent shall be delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders of the
corporation are recorded. Delivery to the corporations registered office shall
be made by hand or by certified or registered mail, return receipt requested.  (3)   Consents shall be valid for a maximum of
sixty (60) days after the date of the earliest dated consent delivered to the
corporation in the manner provided in Section 228(c) of the
DGCL.  Prior to the delivery of  4


consents signed by a sufficient
number of holders to take corporate action, consents may be revoked by written
notice (a) to the corporation, (b) to the stockholder or stockholders
soliciting consents or soliciting revocations in opposition to action by
consent (the Soliciting Stockholders), or (c) to a proxy solicitor or
other agent designated by the corporation or the Soliciting Stockholders, as
applicable.  (4)   Within ten (10) business days after
receipt of the earliest dated Consent delivered to the corporation in the
manner provided in Section 228(c) of the DGCL or the determination by
the board of directors of the corporation that the corporation should seek
corporate action by written consent, as the case may be, the secretary of the
corporation shall engage nationally recognized independent inspectors of
election for the purpose of performing a ministerial review of the validity of
the Consents and revocations.  The cost
of retaining inspectors of election shall be borne by the corporation.  For the purpose of permitting the inspectors
to perform such review, no action by written consent without a meeting shall be
effective until such date as the independent inspectors certify to the
corporation that the consents delivered to the corporation in accordance with
this Section 2.08 represent at least the minimum number of votes that
would be necessary to take the corporate action.  Nothing contained in this Section 2.08(b)(iv) shall
in any way be construed to suggest or imply that the board of directors or any
stockholder shall not be entitled to contest the validity of any Consent or
revocation thereof, whether before or after such certification by the
independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).  (5)   Following appointment of the inspectors,
Consents and revocations shall be delivered to the inspectors upon receipt by
the corporation, the Soliciting Stockholder or their proxy solicitors or other
designated agents.  As soon as practicable
following the earlier of (a) the receipt by the inspectors, a copy of
which shall be delivered to the corporation, of any written demand by the
Soliciting Stockholders of the corporation, or (b) sixty (60) days after
the date of the earliest dated Consent delivered to the corporation in the
manner provided in Section 228(c) of the DGCL, the inspectors shall
issue a preliminary report to the corporation and the Soliciting Stockholders
stating the number of valid and unrevoked Consents received and whether, based
on the preliminary count, the requisite number of valid and unrevoked Consents
has been obtained to authorize or take the action specified in the Consents.  (6)   Unless the corporation and the Soliciting
Stockholders shall agree to a shorter or longer period, the corporation and the
Soliciting Stockholders shall have forty-eight (48) hours to review the
Consents and revocations and to advise the inspectors and the opposing party in
writing as to whether they intend to challenge the preliminary report of the
inspectors.  If no written notice of an
intention to challenge the preliminary report is received within forty-eight
(48) hours after the inspectors issuance of the preliminary  5


report, the inspectors shall issue
to the corporation and the Soliciting Stockholders their final report
containing the information from the inspectors determination with respect to
whether the requisite number of valid and unrevoked Consents was obtained to authorize
and take the action specified in the Consents. 
If the corporation or the Soliciting Stockholders issue written notice
of an intention to challenge the inspectors preliminary report within
forty-eight (48) hours after the issuance of that report, a challenge session
shall be scheduled by the inspectors as promptly as practicable.  Following completion of the challenge
session, the inspectors shall as promptly as practicable issue their final
report to the Soliciting Stockholders and the corporation, which report shall
contain the information included in the preliminary report, plus any change in
the vote total as a result of the challenge and a certification of whether the
requisite number of valid and unrevoked Consents was obtained to authorize or take
the action specified in the Consents.  Section 2.09           Voting Lists.  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. 
The list shall be arranged in alphabetical order, showing the address of
each stockholder and the 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, as
required by applicable law.  Section 2.10           Notice of Stockholder Business and
Nominations.  (a)        Annual
Meeting of Stockholders.  (1)   Nominations of persons for election to the
board of directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
only (a) pursuant to the corporations notice of meeting (or any
supplement thereto), (b) by or at the direction of the board of directors
or the chairman of the board or (c) by any stockholder of the corporation
who was a stockholder of the corporation of record at the time the notice
provided for in this Section 2.10 is delivered to the secretary of the
corporation, who is entitled to vote at the meeting and complies with the
notice procedures set forth in this Section 2.10.  (2)   For nominations or other business to be
properly brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (a)(1) of this Section 2.10, the stockholder must have
given timely notice thereof in writing to the secretary of the corporation and
such other business must otherwise be a proper matter for stockholder
action.  To be timely, a stockholders
notice shall be delivered to the secretary of the corporation at the principal
executive offices of the corporation not later than the close of business on
the ninetieth day nor earlier than the close of business on the one hundred and
twentieth day prior 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 more than thirty (30) days before or more than seventy (70) days
after such anniversary  6


date, notice by the stockholder to
be timely must be so delivered not earlier than the close of business on the
one hundred and twentieth day prior to such annual meeting and not later than
the close of business on the later of the ninetieth day prior to such annual
meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made by the corporation.  In no event shall the public announcement of
an adjournment of an annual meeting commence a new time period for the giving
of a stockholders notice as described above. 
Such stockholders notice shall set forth: (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
director (i) all information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the Exchange Act)
(and such persons written consent to being named in the proxy statement as a
nominee and to serving as a director if elected) and (ii) whether and the
extent to which any derivative instrument, swap, option, warrant, short
interest, hedge or profit interest or other transaction has been entered into
by or on behalf of such person with respect to stock of the corporation and
whether any other agreement, arrangement or understanding (including any short
position or any borrowing or lending of shares of stock) has been made by or on
behalf of such person, the effect or intent of any of the foregoing being to
mitigate loss to, or to manage risk of stock price changes for, such person or
to increase or decrease the voting power or pecuniary or economic interest of
such person with respect to stock of the corporation; (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the text
of the proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend
the by-laws of the corporation, the language of the proposed amendment), the
reasons for conducting such business at the meeting, a description of all
agreements, arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection with the proposal
of such business by such stockholder, and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the
corporations books, and of such beneficial owner, (ii) (A) the class
and number of shares of the corporation which are owned beneficially and of
record by such stockholder and such beneficial owner, (B) the name of each
nominee holder of shares owned beneficially but not of record by such
stockholder and the number of shares of stock held by each such nominee holder,
and (C) whether and the extent to which any derivative instrument, swap,
option, warrant, short interest, hedge or profit interest or other transaction
has been entered into by or on behalf of such stockholder with respect to stock
of the corporation and whether any other agreement, arrangement or
understanding (including any short position or any borrowing or lending of shares
of stock) has been made by or on behalf of such stockholder, the effect or
intent  7


of any of the foregoing being to
mitigate loss to, or to manage risk of stock price changes for, such
stockholder or to increase or decrease the voting power or pecuniary or
economic interest of such stockholder with respect to stock of the corporation,
(iii) a representation that the stockholder is a holder of record of stock
of the corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such business or nomination, and (iv) a
representation whether the proponent or the beneficial owner, if any, intends
or is part of a group which intends to solicit proxies from other stockholders
in support of such proposal or nomination. 
The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the corporation of his or her
intention to present a proposal at an annual meeting in compliance with Rule 14a-8
(or any successor thereof) promulgated under the Exchange Act and such
stockholders proposal has been included in a proxy statement that has been
prepared by the corporation to solicit proxies for such annual meeting.  The corporation may require any proposed
nominee to furnish such other information as it may reasonably require to
determine the eligibility of such proposed nominee to serve as a director of
the corporation.  (3)   Notwithstanding anything in the second
sentence of paragraph (a)(2) of this Section 2.10 to the contrary, in
the event that the number of directors to be elected to the board of directors
of the corporation is increased and there is no public announcement by the
corporation naming all of the nominees for director or specifying the size of
the increased board of directors at least one hundred (100) days prior to the
first anniversary of the preceding years annual meeting, a stockholders
notice required by this by-law shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the secretary of the corporation at the principal executive
offices of the corporation not later than the close of business on the tenth
day following the day on which such public announcement is first made by the
corporation.  (b)        Special
Meetings of Stockholders.  Only such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the corporations notice of
meeting.  Nominations of persons for
election to the board of directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the corporations
notice of meeting (a) by or at the direction of the board of directors or (b) provided
that the board of directors has determined that directors shall be elected at
such meeting, by any stockholder of the corporation who is a stockholder of
record at the time the notice provided for in this Section 2.10 is
delivered to the secretary of the corporation, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth in this
by-law.  In the event the corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the board of directors, any such stockholder may nominate a person
or persons (as the case may be) for election to such position(s) as
specified in the corporations notice of meeting, if the stockholders notice
required by paragraph (a)(2) of this Section 2.10 shall be delivered
to the secretary at the principal executive offices of the corporation not
earlier than the close of business on the one hundred twentieth day prior to
such  8


special
meeting and not later than he close of business on the later of the ninetieth
day prior to such special meeting, or the tenth day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the board of directors to be elected at such meeting.  In no event shall the public announcement of
an adjournment of a special meeting commence a new time period for the giving
of a stockholders notice as described above.  (c)        General.  (1)   Only such persons who are nominated in
accordance with the procedures set forth in this Section 2.10 shall be
eligible to be elected at an annual or special meeting of stockholders of the
corporation to serve as directors and only such business shall be conducted at
a meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 2.10.  Except as otherwise provided by law, the
certificate of incorporation or these bylaws, the chairman of the meeting shall
have the power and duty to (i) determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with the procedures set forth in this Section 2.10
(including whether the stockholder or beneficial owner, if any, on whose behalf
the nomination or proposal is made solicited (or is part of a group which
solicited) or did not so solicit, as the case may be, proxies in support of
such stockholders nominee or proposal in compliance with such stockholders
representation as required by clause (a)(2)(c)(iv) of this Section 2.10)and
(ii) if any proposed nomination or business is not in compliance with this
Section 2.10, to declare that such defective nomination shall be
disregarded or that such proposed business shall not be transacted.  Notwithstanding the foregoing provisions of
this Section 2.10, if the stockholder (or a qualified representative of
the stockholder) does not appear at the annual or special meeting of
stockholders of the corporation to present a nomination or business, such
nomination shall be disregarded and such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been
received by the corporation.  (2)   For purposes of this Section 2.10,
public announcement shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.  (3)   Notwithstanding the foregoing provisions of
this Section 2.10, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Section 2.10; provided,
however, that any references in these bylaws to the Exchange Act or the rules and
regulations thereunder are not intended to and shall not limit the requirements
applicable to nominations or proposals as to any other business to be
considered pursuant to this Section 2.10 and compliance with this Section 2.10
shall be the exclusive means for a  9


stockholder to make nominations or
submit proposals for any other business to be considered at an annual or
special meeting of stockholders (other than, as provided in the penultimate
sentence of (a)(2), matters brought properly under and in compliance with Rule 14a-8
of the Exchange Act).  Nothing in this Section 2.10
shall be deemed to affect any rights (i) of stockholders to request
inclusion of proposals in the corporations proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of Preferred
Stock to elect directors pursuant to any applicable provisions of the
certificate of incorporation.  Section 2.11           Inspectors of Election.  (a)        Appointment.
 All elections of directors shall be by written ballot, unless otherwise
provided in the certificate of incorporation; the vote upon any other matter
need not be by ballot.  In advance of any
meeting of stockholders the board of directors may appoint one or more
inspectors, who need not be stockholders, to act at the meeting and to make a
written report thereof.  The board of
directors may designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  If no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting.  Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to
the persons best ability.  (b)        Duties.  The
inspectors shall ascertain the number of shares outstanding and the voting
power of each, shall determine the shares represented at the meeting and the
validity of proxies and ballots, shall count all votes and ballots, shall
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and shall certify their
determination of the number of shares represented at the meeting and their
count of all votes and ballots.  The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors.  (c)        Polls.  The
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting shall be announced at the
meeting.  No ballot, proxies or votes,
nor any revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Court of Chancery upon
application by a stockholder shall determine otherwise.  (d)        Reconciliation
of Proxies and Ballots.  In determining the validity and counting of proxies
and ballots, the inspectors shall be limited to an examination of the proxies,
any envelopes submitted with those proxies, any information transmitted in
accordance with Section 2.07, ballots and the regular books and records of
the corporation, except that the inspectors may consider other reliable
information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers, their nominees or similar persons
which represent more votes than the holder of a proxy is authorized by the
record owner to cast or more votes than the stockholder holds of record.  If the inspectors consider other reliable
information for the limited purpose permitted in this subsection, the
inspectors at the time they make their certification pursuant to subsection (b) shall
specify the precise information considered by them  10


including
the person or persons from whom they obtained the information, when the
information was obtained, the means by which the information was obtained and
the basis for the inspectors belief that such information is accurate and
reliable.  ARTICLE III  BOARD OF DIRECTORS  Section 3.01Powers.  All
powers vested by law in the corporation shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the board of directors.  Section 3.02Number of Term of Office.
 The board of directors shall consist of such number of directors (other than
directors elected by holders of shares of preferred stock of the corporation),
not less than three nor more than eight, as may be determined from time to time
by resolution of the board of directors. 
Each director shall hold office until the annual meeting of the
stockholders held next after his or her election and until a successor shall
have been elected and qualified or until his or her earlier death, resignation
or removal.  Section 3.03Vacancies. 
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having a
right to vote as a single class may be filled by a majority of the directors
then in office, though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until their successors are elected
and qualified or until their earlier death, resignation or removal.  If there are no directors in office, then an
election of directors may be held in the manner provided by statute.  Subject to the provisions of the certificate
of incorporation, whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of
the certificate of incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class of classes or series thereof then in office, or by a sole
remaining director so elected.  If, at
the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office.  Section 3.04Resignations.  Any
director may resign at any time by giving written notice to the
corporation.  The resignation shall be
effective upon receipt thereof by the corporation or at such subsequent time as
shall be specified in the notice of resignation and, unless otherwise specified
therein, the acceptance of the resignation shall not be necessary to make it
effective.  Section 3.05Organization.  At
every meeting of the board of directors, the chairman of the board, if there be
one, or, in the case of a vacancy in the office or absence of the chairman of
the board, one of the following officers present in the order stated:  the presiding director of the board, if there
be one, the vice chairman of the board, if there be one, the  11


president, the vice presidents in
their order of rank and seniority, or a chairman chosen by a majority of the
directors present, shall preside, and the secretary, or, in the absence of the
secretary, an assistant secretary, or in the absence of the secretary and the
assistant secretaries, any person appointed by the chairman of the meeting,
shall act as secretary.  Section 3.06Place of Meeting. 
Meetings of the board of directors may be held at such place within or without
the State of Delaware as the board of directors may from time to time
determine, or as may be designated in the notice of the meeting.  Section 3.07Regular Meetings.  Regular
meetings of the board of directors shall be held without notice at such time
and place as shall be designated from time to time by resolution of the board
of directors.  Section 3.08Special Meetings.  Special
meetings of the board of directors shall be held whenever called by the
president or by two or more of the directors. 
Notice of every special meeting of the board of directors shall given to
each director by telephone or facsimile or other electronic transmission or in
writing at least 24 hours (in the case of notice by telephone or facsimile
transmission or other electronic transmission) or 48 hours (in the case of
notice by courier service or express mail) or five days (in the case of notice
by first class mail) before the time at which the meeting is to be held. Every
such notice shall state the time and place of the meeting.  Neither the business to be transacted at, nor
the purpose of, any meeting of the board need be specified in a notice of the
meeting.  Section 3.09Quorum, Manner of Acting and Adjournment.  (a)General
Rule.  At all meetings of the board one-third of the total number of directors
shall constitute a quorum for the transaction of business.  The vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, except as may be otherwise specifically provided by the
DGCL or by the certificate of incorporation or these by-laws. If a quorum is
not present at any meeting of the board of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.  (b)Unanimous
Consent.  Unless otherwise restricted by the certificate of incorporation, any
action required or permitted to be taken at any meeting of the board of
directors, or any committee thereof, may be taken without a meeting, if all
members of the board or such committee, as the case may be, consent thereto in
writing in accordance with applicable law.  Section 3.10Executive and Other Committees.  (a)Establishment.
 The corporation shall be governed by Section 141(c)(2) of the
DGCL.  The board of directors may by
resolution establish an Executive Committee and one or more other committees,
each committee to consist of one or more directors.  The board may designate one or more directors
as alternate members of any  12


committee,
who may replace any absent or disqualified member at any meeting of the
committee.  In the absence or
disqualification of a member of a committee and the alternate or alternates, if
any, designated for such member, the member or members of the committee present
at any meeting and not disqualified from voting, whether or not they constitute
a quorum, may unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member.  (b)Powers. 
The Executive Committee, if established, and any such other established
committee, to the fullest extent permitted by law and to the extent provided in
the resolutions 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. 
Each committee so formed shall keep regular minutes of its meetings and
report the same to the board of directors when required.  (c)Committee
Procedures.  The term board of directors or board, when used in any
provision of these bylaws relating to the organization or procedures of or the
manner of taking action by the board of directors, shall be construed to
include and refer to the Executive Committee or other committee of the board.  Section 3.11Compensation of Directors.
 Unless otherwise restricted by the certificate of incorporation, the board of
directors shall have the authority to fix the compensation of directors.  ARTICLE IV  NOTICE - WAIVERS - MEETINGS  Section 4.01Notice, What Constitutes.
 Whenever, under the provisions of the DGCL or the certificate of
incorporation or of these bylaws, notice is required to be given to any director
or stockholder, it shall not be construed to mean personal notice, but such
notice may be given in writing, by mail (with messenger service specified), or
courier service, charges prepaid, or by facsimile transmission or other means
of electronic transmission to the address or fax number of the person appearing
on the books of the corporation, or in the case of directors, supplied to the
corporation for the purpose of notice. 
If the notice is sent by mail or courier service, it shall be deemed to be
given when deposited in the United States mail or with a courier service for
delivery to that person or, in the case of facsimile transmission, when
received.  If notice is given by
electronic transmission, it shall be deemed given as provided by applicable
law.  Section 4.02Waivers of Notice.  (a)Written
Waiver.  Whenever notice is required to be given under any provisions of the
DGCL or the certificate of incorporation or these bylaws, a written waiver,
given by the person or persons entitled to the notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders, directors, or members of a committee of directors
need be specified in any waiver of notice of such meeting.  13


(b)Waiver by
Attendance.  Attendance of a person at a meeting, either in person or by
proxy, shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting was not
lawfully called or convened.  Section 4.03Exception to Requirements of Notice.  (a)General
Rule.  Whenever notice is required to be given, under any provision of the
DGCL or of the certificate of incorporation or these bylaws, to any person with
whom communication is unlawful, the giving of such notice of such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such
person.  Any action or meeting which
shall be taken or held without notice to any such person with whom communication
is unlawful shall have the same force and effect as if such notice had been
duly given.  (b)Stockholders
Without Forwarding Addresses.  Whenever notice is required to be given, under
any provision of the DGCL or the certificate of incorporation or these bylaws,
to any stockholder to whom (i) notice of two consecutive annual meetings,
and all notices of meetings or of the taking of action by written consent
without a meeting to such person during the period between such two consecutive
annual meetings, or (ii) all, and at least two, payments (if sent by first
class mail) of dividends or interest on securities during a 12-month period,
have been mailed addressed to such person at his or her address as shown on the
records of the corporation and have been returned undeliverable, the giving of
such notice to such person shall not be required.  Any action or meeting which shall be taken or
held without notice of such person shall have the same force and effect as if
such notice had been duly given.  If any
such person shall deliver to the corporation a written notice setting forth the
persons then current address, the requirement that notice be given to such
person shall be reinstated.  Section 4.04Conference Telephone Meetings.
 One or more directors may participate in a meeting of the board, or of a
committee of the board, by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.  ARTICLE V  OFFICERS  Section 5.01Number, Qualifications and Designation.  The officers of the corporation shall be chosen by the
board of directors and shall be a president, one or more vice presidents, a
secretary, a treasurer, and such other officers as may be elected in accordance
with the provisions of Section 5.03 of this Article.  Any number of offices may be held by the same
person. Officers may, but need not, be directors or stockholders of the
corporation. The board of directors may elect from among the members of the
board a chairman of the board and a vice chairman of the board who shall be
officers of the corporation.  The
president shall be the chief executive officer of the corporation unless the
chairman of the board is so designated by the  14


board of directors.  Section 5.02Election and Term of Office.
 The officers of the corporation, except those elected by delegated authority
pursuant to Section 5.03 of this Article, shall be elected annually by the
board of directors, and each such officer shall hold his office until a
successor is elected and qualified, or until his or her earlier resignation or
removal.  Any officer may resign at any
time upon notice to the corporation.  Section 5.03Subordinate Officers, Committee and Agents.  The board of directors may from time to time elect such
other officers and appoint such committees, employees or other agents as it
deems necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as are provided in these bylaws, or as the
board of directors may from time to time determine.  The board of directors may delegate to any
officer or committee the power to elect subordinate officers and to retain or
appoint employees or other agents, or committees thereof, and to prescribe the
authority and duties of such subordinate officers, committees, employees or
other agents.  Section 5.04The Chairman and Vice Chairman of the Board.  The chairman of the board, if there be one, or in the
absence of the chairman, the presiding director, if there be one, or, in the
absence of either, the vice chairman of the board, if there be one, shall
preside at all meetings of the stockholders and of the board of directors, and
shall perform such other duties as may from time to time be assigned to them by
the board of directors.  Section 5.05The President.  The
president shall have general supervision over the business and operations of
the corporation, subject, however, to the control of the board of
directors.  The president shall, in
general, perform all duties incident to the office of president, and such other
duties as from time to time may be assigned by the board of directors and, if
the chairman of the board is the chief executive officer, the chairman of the
board.  Section 5.06The Vice Presidents.
 The vice presidents shall perform the duties of the president in the absence
of the president and such other duties as may from time to time be assigned to
them by the board of directors or by the president.  Section 5.07The Secretary.  The
secretary, or an assistant secretary, shall attend all meetings of the
stockholders and of the board of directors and shall record the proceedings of
the stockholders and of the directors and of committees of the board in a book
or books to be kept for that purpose; shall see that notices are given and
records and reports properly kept and filed by the corporation as required by
law; shall be the custodian of the seal of the corporation and see that it is
affixed to all documents to be executed on behalf of the corporation under its
seal; 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 by the
board of directors or the president.  Section 5.08The Treasurer.  The
treasurer, or an assistant treasurer, shall have or provide for the custody of
the funds or other property of the corporation and shall keep a separate book
account of the same to his credit as treasurer; shall collect and receive or
provide  15


for the collection and receipt of
moneys earned by or in any manner due to or received by the corporation; shall
deposit all funds in his or her custody as treasurer in such banks or other
places of deposit as the board of directors may from time to time designate;
whenever so required by the board of directors, shall render an account showing
his or her transactions as treasurer and the financial condition of the
corporation; and, in general, shall discharge such other duties as may from
time to time be assigned by the board of directors or the president.  Section 5.09Officers Bonds.  No
officer of the corporation need provide a bond to guarantee the faithful
discharge of the officers duties unless the board of directors shall by
resolution so require a bond in which event such officer shall give the
corporation a bond (which shall be renewed if and as required) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of office.  Section 5.10Salaries.  The
salaries of the officers and agents of the corporation elected by the board of
directors shall be fixed from time to time by the board of directors.  ARTICLE VI  CERTIFICATES OF STOCK, TRANSFER,
ETC.  Section 6.01Form and Issuance.  (a)Issuance. 
The shares of the corporation shall be represented by certificates unless the
board of directors shall by resolution provide that some or all of any class or
series of stock shall be uncertificated shares. 
Any such resolution shall not apply to shares represented by a
certificate until the certificate is surrendered to the corporation.  Notwithstanding the adoption of any
resolution providing for uncertificated shares, every holder of stock
represented by certificates and upon request every holder of uncertificated shares
shall be entitled to have a certificate signed by, or in the name of the
corporation by, the chairman or vice chairman of the board of directors, or the
president or vice president, and by the treasurer or an assistant treasurer, or
the secretary or an assistant secretary, representing the number of shares
registered in certificate form.  (b)Form and
Records.  Stock certificates of the corporation shall be in such form as
approved by the board of directors.  The
stock record books and the blank stock certificate books shall be kept by the
secretary or by any agency designated by the board of directors for that
purpose.  The stock certificates of the
corporation shall be numbered and registered in the stock ledger and transfer
books of the corporation as they are issued.  (c)Signatures.
 Any of or all the signatures upon the stock certificates of the corporation
may be a facsimile.  In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any share certificate shall have ceased to be such officer,
transfer agent or registrar, before the certificate is issued, it may be issued
with the same effect as if the signatory were such officer, transfer agent or
registrar at the date of its issue.  16


Section 6.02Transfer. 
Transfers of shares shall be made on the share registrar or transfer books of
the corporation upon surrender of the certificate therefor, endorsed by the
person named in the certificate or by an attorney lawfully constituted in
writing.  No transfer shall be made which
would be inconsistent with the provisions of Article 8, Title 6 of the
Delaware Uniform Commercial Code-Investment Securities.  Section 6.03Lost, Stolen, Destroyed or Mutilated Certificates.  The board of directors may direct a new certificate of
stock or uncertificated shares to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new
certificate or certificates, the board of directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or the legal
representative of the owner, to give the corporation a bond sufficient to
indemnify against any claim that may be made against the corporation on account
of the alleged loss, theft or destruction of such certificate or the issuance
of such new certificate or uncertificated shares.  Section 6.04Record Holder of Shares.
 The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.  Section 6.05Determination of Stockholders of Record.  (a)Meetings of
Stockholders.  In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the board of directors 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 shall not be
more than 60 nor less than ten days before the date of such meeting.  If no record date is fixed by the board of
directors, 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.  A determination of
stockholders or record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date for the adjourned meeting.  (b)Dividends. 
In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights of the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action.  If no record date is fixed, the
record date for determining stockholders for any such purpose shall  17


be at the
close of business on the day on which the board of directors adopts the
resolution relating thereto.  Section 6.06Transfer of Rights by Acquiring Person.  Rights issued
pursuant to the Amended and Restated Rights Agreement, dated as of January 1,
1999, between the Company and StockTrans (the Rights Agreement) may be
transferred by an Acquiring Person or an Associate or Affiliate of an Acquiring
Person (as such terms are defined in the Rights Agreement) only in accordance
with the terms of, and subject to the restrictions contained in, the Rights Agreement.  ARTICLE
VII  INDEMNIFICATION
OF DIRECTORS, OFFICERS AND OTHER
AUTHORIZED REPRESENTATIVES  Section 7.01Indemnification of Authorized Representatives in Third Party
Proceedings.  The corporation shall
indemnify any person who was or is an authorized representative of the
corporation, and who was or is a party, or is threatened to be made a party to
any third party proceeding, by reason of the fact that such person was or is an
authorized representative of the corporation, against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such third party 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 and, with respect to any
criminal third party proceeding, had no reasonable cause to believe such
conduct was unlawful.  The termination of
any third party 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 authorized representative did not act in good faith and in
a manner which such person reasonably believed to be in or not opposed to, the
best interests of the corporation, and, with respect to any criminal third
party proceeding, had reasonable cause to believe that such conduct was
unlawful. Notwithstanding anything to the contrary herein, and except as
otherwise provided in Section 7.06, the corporation shall not be required
to indemnify any person in connection with a proceeding (or part thereof)
commenced by such person unless the commencement of such proceeding (or part
thereof) was authorized by the board of directors.  Section 7.02Indemnification of Authorized Representatives in Corporate
Proceedings.  The corporation shall
indemnify any person who was or is an authorized representative of the
corporation and who was or is a party or is threatened to be made a party to
any corporate proceeding, by reason of the fact that such person was or is an
authorized representative of the corporation, against expenses actually and
reasonably incurred by such person in connection with the defense or settlement
of such corporate proceeding if such person acted in good faith and in a manner
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 or the court in which such corporate proceeding was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such authorized representative is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or  18


such other court shall deem proper.  Section 7.03Mandatory Indemnification of Authorized Representatives.  To the extent that an authorized representative or other
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any third party or corporate proceeding or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses actually and reasonably incurred by such person in connection
therewith.  Section 7.04Determination of Entitlement to Indemnification.  Any indemnification under Section 7.01, 7.02 or 7.03
of this Article (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 authorized representative or other employee or agent is
proper in the circumstances because such person has either met the applicable
standard of conduct set forth in Section 7.01 or 7.02 or has been
successful on the merits or otherwise as set forth in Section 7.03 and
that the amount requested has been actually and reasonably incurred.  Such determination shall be made:  (1)by the board of directors by a majority vote of the directors
who were not parties to such third party or corporate 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
directs, by independent legal counsel in a written opinion; or  (4)by the stockholders.  Section 7.05Advancing Expenses. 
Expenses actually and reasonably incurred in defending a third party or
corporate proceeding shall be paid on behalf of a person who was or is an
authorized representative by the corporation in advance of the final
disposition of such third party or corporate proceeding upon receipt of an
undertaking (if required by law) by or on behalf of the authorized
representative to repay such amount if it shall ultimately be determined that
the authorized representative is not entitled to be indemnified by the corporation
as authorized in this Article.  The
financial ability of any person who was or is an authorized representative to
make a repayment contemplated by this Section shall not be a prerequisite
to the making of an advance.  Expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.  Section 7.06Claims.  If a
claim for indemnification or advancement of expenses under this Article VII
is not paid in full within thirty days after a written claim therefor by a
person covered by Article VII hereof has been received by the corporation,
such person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expenses of
prosecuting such claim.  In any such
action, the corporation shall have the burden of proving that such person is
not entitled to the requested indemnification  19


or advancement of expenses under
applicable law.  Section 7.07Definitions.  For purposes of this Article:  (1)authorized representative shall mean any and all directors
and officers of the corporation and any person designated as an authorized
representative by the board of directors of the corporation (which may, but
need not, include any person serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise);  (2)corporation shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation of merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued;  (3)corporate proceeding shall mean any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor or investigative proceeding by the corporation;  (4)criminal third party proceeding shall include any action or
investigation which could or does lead to a criminal third party proceeding;  (5)expenses shall include attorneys fees and disbursements;  (6)fines shall include any excise taxes assessed on a person
with respect to an employee benefit plan;  (7)not opposed to the best interests of the corporation shall
include actions taken in good faith and in a manner the authorized
representative reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan;  (8)other enterprises shall include employee benefit plans;  (9)party shall include the giving of testimony or similar
involvement;  20


(10)serving at the request of the corporation shall include any
service as a director, officer or employee of the corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries; and  (11)third party proceeding shall mean 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.  Section 7.08Insurance.  The
corporation may 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 or person and
incurred by the person in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article.  Section 7.09Scope of Article.  The
indemnification of authorized representatives and advancement of expenses, as
authorized by the preceding provisions of 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 agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.  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 an authorized representative and shall inure to the
benefit of the heirs, executors and administrators of such a person.  Any repeal or modification of, or adoption of
any provision inconsistent with, this Article shall not adversely affect
any rights to indemnification and to the advancement of expenses of any person
who was or is an authorized representative granted pursuant to this Article existing
at the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.  Section 7.10Reliance on Provisions.
 Each person who shall act as an authorized representative of the corporation
shall be deemed to be doing so in reliance upon rights of indemnification
provided by this Article.  ARTICLE VIII  GENERAL PROVISIONS  Section 8.01Dividends.  Subject
to the restrictions contained in the DGCL and any restrictions contained in the
certificate of incorporation, the board of directors may declare and pay dividends
upon the shares of capital stock of the corporation.  Section 8.02Contracts.  Except
as otherwise provided in these bylaws, the board of directors may authorize any
officer or officers including the chairman and vice  21


chairman of the board of directors,
or any agent or agents, to enter into any contract or to execute or deliver any
instrument on behalf of the corporation and such authority may be general or
confined to specific instances.  Section 8.03Checks.  All
checks, notes, bills of exchange or other orders in writing shall be signed by
such person or persons as the board of directors may from time to time
designate.  Section 8.04Corporate Seal.  The
corporation may have a corporate seal, which shall have inscribed thereon the
name of the corporation, the year of its organization and the words Corporate
Seal, Delaware.  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.  Section 8.05Deposits.  All
funds of the corporation shall be deposited from time to time to the credit of
the corporation in such banks, trust companies, or other depositories as the
board of directors may approve or designate, and all such funds shall be
withdrawn only upon checks signed by such one or more officers or employees as
the board of directors shall from time to time determine.  Section 8.06Corporate Records.  (a)Examination
by Stockholders.  Every stockholder of record shall, upon written demand under
oath stating the purpose thereof, have a right to examine, in person or by
agent or attorney, during the usual hours for business, for any proper purpose,
the stock ledger, list of stockholders, books or records of account, and
records of the proceedings of the stockholders and directors of the
corporation, and to make copies or extracts therefrom.  A proper purpose shall mean a purpose
reasonably related to such persons interest as a stockholder.  In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to
the corporation at its registered office in Delaware or at its principal place
of business.  Where the stockholder seeks
to inspect the books and records of the corporation, other than its stock
ledger or list of stockholders, the stockholder shall first establish (1) that
the stockholder has complied with the provisions of this section respecting the
form and manner of making demand for inspection of such documents; and (2) that
the inspection sought is for a proper purpose. 
Where the stockholder seeks to inspect the stock ledger or list of
stockholders of the corporation and has complied with the provisions of this
section respecting the form and manner of making demand for inspection of such
documents, the burden of proof shall be upon the corporation to establish that
the inspection sought is for an improper purpose.  (b)Examination
by Directors.  Any director shall have the right to examine the corporations
stock ledger, a list of its stockholders and its other books and records for a
purpose reasonably related to the persons position as a director.  Section 8.07Amendment of Bylaws.  These bylaws may be altered, amended or
repealed or new bylaws may be adopted either (1) by vote of the
stockholders at a duly organized  22


annual or special meeting of
stockholders by the affirmative vote of the holders of a majority of voting
power of the outstanding shares of capital stock of the corporation entitled to
vote generally in the election of directors, or (2) by vote of a majority
of the board of directors at any regular or special meeting of directors if
such power is conferred upon the board of directors by the certificate of
incorporation.  These Third Amended and Restated Bylaws reflect all amendments as
adopted by the Board of Directors of the corporation on or before February 10,
2010.  23