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TABLE OF CONTENTS
 PageARTICLE IOFFICESSection 1.
    
    Registered Office
    
    
    1Section 2.
    
    Other Offices
    
    
    1ARTICLE IIMEETINGS OF STOCKHOLDERSSection 1.
    
    Place of Meetings
    
    
    1Section 2.
    
    Annual Meetings
    
    
    2Section 3.
    
    Special Meetings
    
    
    2Section 4.
    
    Nature of Business at Meetings of Stockholders
    
    
    2Section 5.
    
    Nomination of Directors
    
    
    5Section 6.
    
    Notice
    
    
    8Section 7.
    
    Adjournments
    
    
    8Section 8.
    
    Quorum
    
    
    9Section 9.
    
    Voting
    
    
    9Section 10.
    
    Proxies
    
    
    10Section 11.
    
    List of Stockholders Entitled to Vote
    
    
    12Section 12.
    
    Record Date
    
    
    13Section 13.
    
    Stock Ledger
    
    
    14Section 14.
    
    Conduct of Meetings
    
    
    14Section 15.
    
    Inspectors of Election
    
    
    15ARTICLE IIIDIRECTORSSection 1.
    
    Number and Election of Directors
    
    
    15Section 2.
    
    Vacancies
    
    
    16Section 3.
    
    Duties and Powers
    
    
    16Section 4.
    
    Meetings
    
    
    17Section 5.
    
    Organization
    
    
    17Section 6.
    
    Resignations and Removals of Directors
    
    
    18Section 7.
    
    Quorum
    
    
    19Section 8.
    
    Actions of the Board by Written Consent
    
    
    19Section 9.
    
    Meetings by Means of Conference Telephone
    
    
    20Section 10.
    
    Committees
    
    
    20Section 11.
    
    Compensation
    
    
    21Section 12.
    
    Interested Directors
    
    
    22
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PageARTICLE IVOFFICERSSection 1.
    
    General
    
    
    23Section 2.
    
    Election
    
    
    23Section 3.
    
    Voting Securities Owned by the Corporation
    
    
    24Section 4.
    
    Chairman of the Board of Directors
    
    
    24Section 5.
    
    Chief Executive Officer
    
    
    25Section 6.
    
    Chief Financial Officer
    
    
    26Section 7.
    
    Presidents
    
    
    26Section 8.
    
    Vice Presidents
    
    
    27Section 9.
    
    Secretary
    
    
    27Section 10.
    
    Treasurer
    
    
    28Section 11.
    
    Assistant Secretaries
    
    
    29Section 12.
    
    Assistant Treasurers
    
    
    29Section 13.
    
    Other Officers
    
    
    30ARTICLE VSTOCKSection 1.
    
    Shares of Stock
    
    
    30Section 2.
    
    Signatures
    
    
    31Section 3.
    
    Lost Certificates
    
    
    31Section 4.
    
    Transfers
    
    
    31Section 5.
    
    Dividend Record Date
    
    
    32Section 6.
    
    Record Owners
    
    
    33Section 7.
    
    Transfer and Registry Agents
    
    
    33ARTICLE VINOTICESSection 1.
    
    Notices
    
    
    34Section 2.
    
    Waivers of Notice
    
    
    35ARTICLE VIIGENERAL PROVISIONSSection 1.
    
    Dividends
    
    
    36Section 2.
    
    Disbursements
    
    
    36Section 3.
    
    Fiscal Year
    
    
    37Section 4.
    
    Corporate Seal
    
    
    37
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PageARTICLE VIIIINDEMNIFICATIONSection 1.
    
    Power to Indemnify in Actions,
Suits or Proceedings other than Those by or in the Right of the Corporation
    
    
    37Section 2.
    
    Power to Indemnify in Actions,
Suits or Proceedings by or in the Right of the Corporation
    
    
    38Section 3.
    
    Authorization of Indemnification
    
    
    39Section 4.
    
    Good Faith Defined
    
    
    40Section 5.
    
    Indemnification by a Court
    
    
    41Section 6.
    
    Expenses Payable in Advance
    
    
    41Section 7.
    
    Nonexclusivity of Indemnification and Advancement of Expenses
    
    
    42Section 8.
    
    Insurance
    
    
    42Section 9.
    
    Certain Definitions
    
    
    43Section 10.
    
    Survival of Indemnification and Advancement of Expenses
    
    
    44Section 11.
    
    Limitation on Indemnification
    
    
    44Section 12.
    
    Indemnification of Employees and Agents
    
    
    45ARTICLE IXAMENDMENTSSection 1.
    
    Amendments
    
    
    45Section 2.
    
    Entire Board of Directors
    
    
    46
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OFFICES
 Registered Office
 Other Offices
  MEETINGS OF STOCKHOLDERS
 Place of Meetings




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Annual Meetings
 Special Meetings
 Nature of Business at Meetings of Stockholders
 2




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provided however
 3




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provided however
 4




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Nomination of Directors
  5




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provided however
  6




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7




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Notice
 Adjournments
 8




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Quorum
 Voting
 9




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Proxies
 10




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provided
 11




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provided however
 List of Stockholders Entitled to Vote provided
 12




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Record Date
 13




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provided however
 Stock Ledger
 Conduct of Meetings
 14




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Inspectors of Election
  DIRECTORS
 Number and Election of Directors
 15




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Vacancies
 Duties and Powers
 16




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Meetings
 Organization
 17




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Resignations and Removals of Directors
 18




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Quorum
 Actions of the Board by Written Consent
 19




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Meetings by Means of Conference Telephone
 Committees
 20




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Compensation
 21




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Interested Directors
 22




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OFFICERS
 General
 Election
 23




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Voting Securities Owned by the Corporation
 Chairman of the Board of Directors
 24




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Chief Executive Officer
 25




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Chief Financial Officer
 Presidents
 26




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Vice Presidents
 Secretary
 27




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Treasurer
 28




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Assistant Secretaries
 Assistant Treasurers
 29




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Other Officers
  STOCK
 Shares of Stock
 30




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Signatures
 Lost Certificates
 Transfers
 31




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Dividend Record Date
 32




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Record Owners
 Transfer and Registry Agents
 33




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NOTICES
 Notices provided however
 34




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Waivers of Notice
 35




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GENERAL PROVISIONS
 Dividends
 Disbursements
 36




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Fiscal Year
 Corporate Seal
  INDEMNIFICATION
 Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the
Right of the Corporation
 37




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nolo
contendere
 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the
Corporation
 38




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Authorization of Indemnification
 39




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Good Faith Defined
 40




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Indemnification by a Court
 Expenses Payable in Advance
 41




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Nonexclusivity of Indemnification and Advancement of Expenses
 Insurance
 42




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Certain Definitions
 43




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Survival of Indemnification and Advancement of Expenses
 Limitation on Indemnification
 44




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Indemnification of Employees and Agents
  AMENDMENTS
 Amendments
 45




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Entire Board of Directors
  46