ARTICLE IOFFICES     Section 1. Registered Office. The registered office of the Corporation shall be in the Cityof Wilmington, County of New Castle, State of Delaware.     Section 2. Other Offices. The Corporation may also have offices at such other place orplaces, both within and without the State of Delaware, as the Board of Directors may from time totime determine or the business of the Corporation may require.ARTICLE IIMEETINGS OF STOCKHOLDERS     Section 1. Time and Place of Meetings. All meetings of the stockholders for the election ofdirectors shall be held at such time and place, either within or without the State of Delaware, asshall be designated from time to time by the Board of Directors and stated in the notice of themeeting. Meetings of stockholders for any other purpose may be held at such time and place, withinor without the State of Delaware, as shall be stated in the notice of the meeting or in a dulyexecuted waiver of notice thereof.     Section 2. Annual Meetings. Annual meetings of stockholders shall be held on such date and atsuch time as shall be designated from time to time by the Board of Directors and stated in thenotice of the meeting, at which meeting the stockholders shall elect by a plurality vote the numberof directors as provided for herein and shall transact such other business as may properly bebrought before the meeting. As used herein, “Restated Certificate of Incorporation” shall includeany Certificate of Designation of Preferred Stock which may be filed from time to time by theCorporation.     Section 3. Notice of Annual Meetings. Written notice of the annual meeting, stating theplace, date, and hour of the meeting, shall be given to each stockholder of record entitled to voteat such meeting not less than 10 or more than 60 days before the date of the meeting.     Section 4. Special Meetings. Special meetings of the stockholders for any purpose orpurposes, unless otherwise prescribed by statute or by the Restated Certificate of Incorporation,may be called at any time exclusively by the order of the Board of Directors or by the Chairman ofthe Board or the Chief Executive Officer pursuant to a resolution adopted by a majority of theBoard of Directors. Such request shall state the purpose or purposes of the proposed specialmeeting. Business transacted at any special meeting of stockholders shall be limited to thepurposes stated in the notice.
2

 
     Section 5. Notice of Special Meetings. Written notice of a special meeting, stating theplace, date, and hour of the meeting and the purpose or purposes for which the meeting is called,shall be given to each stockholder of record entitled to vote at such meeting not less than 10 ormore than 60 days before the date of the meeting.     Section 6. Quorum. Except as otherwise provided by statute or the Restated Certificate ofIncorporation, the holders of stock having a majority of the voting power of the stock entitled tobe voted thereat, present in person or represented by proxy, shall constitute a quorum for thetransaction of business at all meetings of the stockholders. If, however, such quorum shall not bepresent or represented at any meeting of the stockholders, the stockholders entitled to votethereat, present in person or represented by proxy, shall have power to adjourn the meeting fromtime to time without notice (other than announcement at the meeting at which the adjournment istaken of the time and place of the adjourned meeting) until a quorum shall be present orrepresented. At such adjourned meeting at which a quorum shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting as originally notified.If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixedfor the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder ofrecord entitled to vote at the meeting.     Section 7. Organization. At each meeting of the stockholders, the Chairman of the Board orthe President, determined as provided in Article VIII of these By-Laws, or if those officers shallbe absent therefrom, another officer of the Corporation chosen as chairman present in person or byproxy and entitled to vote thereat, or if all the officers of the Corporation shall be absenttherefrom, a stockholder holding of record shares of stock of the Corporation so chosen, shall actas chairman of the meeting and preside thereat. The Secretary, or if he shall be absent from suchmeeting or shall be required pursuant to the provisions of this Section 7 to act as chairman ofsuch meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall bepresent thereat) whom the chairman of such meeting shall appoint, shall act as secretary of suchmeeting and keep the minutes thereof.     Section 8. Voting. Except as otherwise provided in the Restated Certificate of Incorporation,each stockholder shall, at each meeting of the stockholders, be entitled to one vote in person orby proxy for each share of stock of the Corporation held by him and registered in his name on thebooks of the Corporation on the date fixed pursuant to the provisions of Section 5 of Article X ofthese By-Laws as the record date for the determination of stockholders who shall be entitled tonotice of and to vote at such meeting. Shares of its own stock belonging to the Corporation or toanother corporation, if a majority of the shares entitled to vote in the election of directors ofsuch other corporation is held directly or indirectly by the Corporation, shall not be entitled tovote. Any vote by a stockholder may be given at any meeting of the stockholders by the stockholderentitled thereto, in person or by one or more agents authorized by written proxy signed by theperson and filed with the secretary of the Corporation. A proxy shall be deemed signed if thestockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphictransmission, telefacsimile or otherwise). No proxy
3

 
shall be voted or acted upon after three years from its date, unless said proxy shall providefor a longer period. Each proxy shall be revocable unless expressly provided therein to beirrevocable and unless otherwise made irrevocable by law. At all meetings of the stockholders allmatters, except where other provision is made by law, the Restated Certificate of Incorporation orthese By-Laws, shall be decided by the vote of a majority of the votes cast by the stockholderspresent in person or by proxy and entitled to vote thereat, a quorum being present. Unlessdemanded by a stockholder of the Corporation present in person or by proxy at any meeting of thestockholders and entitled to vote thereat, or so directed by the chairman of the meeting, the votethereat on any question other than the election or removal of directors need not be by writtenballot. Upon a demand of any such stockholder for a vote by written ballot on any question or atthe direction of such chairman that a vote by written ballot be taken on any question, such voteshall be taken by written ballot. On a vote by written ballot, each ballot shall be signed by thestockholder voting, or by his proxy, if there be such proxy, and shall state the number of sharesvoted.     Section 9. List of Stockholders. It shall be the duty of the Secretary or other officer ofthe Corporation who shall have charge of its stock ledger, either directly or through anotherofficer of the Corporation designated by him or through a transfer agent appointed by the Board ofDirectors, to prepare and make, at least 10 days before every meeting of the stockholders, acomplete list of the stockholders entitled to vote thereat, arranged in alphabetical order, andshowing the address of each stockholder and the number of shares registered in the name of eachstockholder. Such list shall be open to the examination of any stockholder, for any purpose germaneto the meeting, during ordinary business hours, for a period of at least 10 days before saidmeeting, either at a place within the city where said meeting is to be held, which place shall bespecified in the notice of said meeting, or, if not so specified, at the place where said meetingis to be held. The list shall also be produced and kept at the time and place of said meetingduring the whole time thereof, and may be inspected by any stockholder of record who shall bepresent thereat. The stock ledger shall be the only evidence as to who are the stockholdersentitled to examine the stock ledger, such list or the books of the Corporation, or to vote inperson or by proxy at any meeting of stockholders.     Section 10. Inspectors of Votes. At each meeting of the stockholders, the chairman of suchmeeting may appoint two Inspectors of Votes to act thereat, unless the Board of Directors shallhave theretofore made such appointments. Each Inspector of Votes so appointed shall firstsubscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at suchmeeting with strict impartiality and according to the best of his ability. Such Inspectors ofVotes, if any, shall take charge of the ballots, if any, at such meeting and, after the ballotingthereat on any question, shall count the ballots cast thereon and shall make a report in writing tothe secretary of such meeting of the results thereof. An Inspector of Votes need not be astockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes onany question other than a vote for or against his election to any position with the Corporation oron any other question in which he may be directly interested.
4

 
     Section 11. Actions Without a Meeting Prohibited. Unless otherwise provided in the RestatedCertificate of Incorporation, no action that is required or permitted to be taken by thestockholders of the Corporation at any annual or special meeting of the stockholders of theCorporation may be effected by written consent in lieu of a meeting of stockholders, unless theaction to be effected by written consent of the stockholders and the taking of such action bywritten consent have expressly been approved in advance by the Board of Directors.ARTICLE IIIBOARD OF DIRECTORS     Section 1. Powers. The business and affairs of the Corporation shall be managed by its Boardof Directors, which shall have and may exercise all such powers of the Corporation and do all suchlawful acts and things as are not by statute, the Restated Certificate of Incorporation, or theseBy-Laws directed or required to be exercised or done by the stockholders.     Section 2. Number, Qualification, and Term of Office. The number of directors which shallconstitute the whole Board of Directors shall not be less than one (1) nor more than fifteen (15).Within the limits above specified, the number of directors which shall constitute the whole Boardof Directors shall be determined from time to time exclusively by the Board of Directors pursuantto a resolution adopted by at least a majority of the directors. The directors shall be elected atthe annual meeting of the stockholders, except as provided in Sections 4 and 5 of this Article III,and each director elected shall hold office until the annual meeting next after his election anduntil his successor is duly elected and qualified, or until his death or retirement or until heresigns or is removed in the manner hereinafter provided. Directors shall be elected by aplurality of the votes of the shares present in person or represented by proxy and entitled to voteon the election of directors at any annual or special meeting of stockholders.     Section 3. Resignations. Any director may resign at any time by giving written notice of hisresignation to the Corporation. Any such resignation shall take effect at the time specifiedtherein, or if the time when it shall become effective shall not be specified therein, then itshall take effect immediately upon its receipt by the Secretary. Unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make it effective.     Section 4. Removal of Directors. Any director may be removed, either with or without cause,at any time, by the affirmative vote of a majority in voting interest of the stockholders of recordof the Corporation entitled to vote, given at an annual meeting or at a special meeting of thestockholders called for that purpose. The vacancy in the Board of Directors caused by any suchremoval shall be filled by the stockholders at such meeting or, if not so filled, by the Board ofDirectors as provided in Section 5 of this Article III.
5

 
     Section 5. Vacancies. Subject to the rights of the holders of any series of preferred stockand unless the Board of Directors otherwise determines, newly created directorships resulting fromany increase in the authorized number of directors or any vacancies on the Board of Directorsresulting from death, resignation, retirement, disqualification, or removal from office or othercause, shall be filled only by the affirmative vote of a majority of the remaining directors thenin office though less than a quorum, and any director so chosen shall hold office for a termexpiring at the next annual meeting of stockholders and until such director’s successor shall havebeen elected and qualified, unless sooner displaced. No decrease in the number of directorsconstituting the Board of Directors shall shorten the term of any incumbent director.ARTICLE IVMEETINGS OF THE BOARD OF DIRECTORS     Section 1. Place of Meetings. The Board of Directors of the Corporation may hold meetings,both regular and special, either within or without the State of Delaware.     Section 2. Annual Meetings. The first meeting of each newly elected Board of Directors shallbe held immediately following the annual meeting of stockholders, and no notice of such meeting tothe newly elected directors shall be necessary in order legally to constitute the meeting, provideda quorum shall be present. In the event such meeting is not held immediately following the annualmeeting of stockholders, the meeting may be held at such time and place as shall be specified in anotice given as hereinafter provided for special meetings of the Board of Directors, or as shall bespecified in a written waiver signed by all of the directors.     Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held withoutnotice at such time and at such place as shall from time to time be determined by the Board ofDirectors.     Section 4. Special Meetings; Notice. Special meetings of the Board of Directors may be calledby the Chairman of the Board, the President, or the Secretary on 24 hours’ notice to each director,either personally or by telephone or by mail, telegraph, telex, cable, wireless, or other form ofrecorded communication; special meetings shall be called by the Chairman of the Board, thePresident, or the Secretary in like manner and on like notice on the written request of twodirectors. Notice of any such meeting need not be given to any director, however, if waived by himin writing or by telegraph, telex, cable, wireless, or other form of recorded communication, or ifhe shall be present at such meeting.     Section 5. Quorum and Manner of Acting. At all meetings of the Board of Directors, a majorityof the directors at the time in office shall constitute a quorum for the transaction of business,and the act of a majority of the directors present at any meeting at
6

 
which a quorum is present shall be the act of the Board of Directors, except as may beotherwise specifically provided by statute or by the Restated Certificate of Incorporation. If aquorum shall not be present at any meeting of the Board of Directors, the directors present thereatmay adjourn the meeting from time to time, without notice other than announcement at the meeting,until a quorum shall be present.     Section 6. Remuneration. The Board of Directors may at any time and from time to time byresolution provide that a specified sum shall be paid to any director of the Corporation, either ashis annual remuneration as such director or member of any committee of the Board of Directors or asremuneration for his attendance at each meeting of the Board of Directors or any such committee.The Board of Directors may also likewise provide that the Corporation shall reimburse each directorfor any expenses paid by him on account of his attendance at any meeting. Nothing in this Section6 shall be construed to preclude any director from serving the Corporation in any other capacityand receiving remuneration therefor.ARTICLE VCOMMITTEES OF DIRECTORS     Section 1. Executive Committee; How Constituted and Powers. The Board of Directors may in itsdiscretion, by resolution passed by a majority of the whole Board of Directors, designate anExecutive Committee consisting of one or more of the directors of the Corporation. Subject to theprovisions of Section 141 of the General Corporation Law of the State of Delaware, the RestatedCertificate of Incorporation, and these By-Laws, the Executive Committee shall have and mayexercise, when the Board of Directors is not in session, all the powers and authority of the Boardof Directors in the management of the business and affairs of the Corporation, and shall have thepower to authorize the seal of the Corporation to be affixed to all papers which may require it;but the Executive Committee shall not have the power to fill vacancies in the Board of Directors,the Executive Committee, or any other committee of directors or to elect or approve officers of theCorporation. Except as otherwise provided herein or in the Corporation’s Restated Certificate ofIncorporation, the Executive Committee shall have the power and authority to authorize the issuanceof common stock and grant and authorize options and other rights with respect to such issuance. TheBoard of Directors shall have the power at any time, by resolution passed by a majority of thewhole Board of Directors, to change the membership of the Executive Committee, to fill allvacancies in it, or to dissolve it, either with or without cause.     Section 2. Organization. The Chairman of the Executive Committee, to be selected by the Boardof Directors, shall act as chairman at all meetings of the Executive Committee and the Secretaryshall act as secretary thereof. In case of the absence from any meeting of the Executive Committeeof the Chairman of the Executive Committee or the Secretary, the Executive Committee may appoint achairman or secretary, as the case may be, of the meeting.
7

 
     Section 3. Meetings. Regular meetings of the Executive Committee, of which no notice shall benecessary, may be held on such days and at such places, within or without the State of Delaware, asshall be fixed by resolution adopted by a majority of the Executive Committee and communicated inwriting to all its members. Special meetings of the Executive Committee shall be held whenevercalled by the Chairman of the Executive Committee or a majority of the members of the ExecutiveCommittee then in office. Notice of each special meeting of the Executive Committee shall be givenby mail, telegraph, telex, cable, wireless, or other form of recorded communication or be deliveredpersonally or by telephone to each member of the Executive Committee not later than the day beforethe day on which such meeting is to be held. Notice of any such meeting need not be given to anymember of the Executive Committee, however, if waived by him in writing or by telegraph, telex,cable, wireless, or other form of recorded communication, or if he shall be present at suchmeeting; and any meeting of the Executive Committee shall be a legal meeting without any noticethereof having been given, if all the members of the Executive Committee shall be present thereat.Subject to the provisions of this Article V, the Executive Committee, by resolution adopted by amajority of the whole Executive Committee, shall fix its own rules of procedure.     Section 4. Quorum and Manner of Acting. A majority of the Executive Committee shallconstitute a quorum for the transaction of business, and the act of a majority of those present ata meeting thereof at which a quorum is present shall be the act of the Executive Committee.     Section 5. Other Committees. The Board of Directors may, by resolution or resolutions passedby a majority of the whole Board of Directors, designate one or more other committees consisting ofone or more directors of the Corporation, which, to the extent provided in said resolution orresolutions, shall have and may exercise, subject to the provisions of Section 141 of the GeneralCorporation Law of the State of Delaware, the Restated Certificate of Incorporation, and theseBy-Laws, the powers and authority of the Board of Directors in the management of the business andaffairs of the Corporation, and shall have the power to authorize the seal of the Corporation to beaffixed to all papers which may require it; but no such committee shall have the power to fillvacancies in the Board of Directors, the Executive Committee, or any other committee or in theirrespective membership, to appoint or remove officers of the Corporation, or to authorize theissuance of shares of the capital stock of the Corporation, except that such a committee may, tothe extent provided in said resolutions, grant and authorize options and other rights with respectto the common stock of the Corporation pursuant to and in accordance with any plan approved by theBoard of Directors. Such committee or committees shall have such name or names as may bedetermined from time to time by resolution adopted by the Board of Directors. A majority of allthe members of any such committee may determine its action and fix the time and place of itsmeetings and specify what notice thereof, if any, shall be given, unless the Board of Directorsshall otherwise provide. The Board of Directors shall have power to change the members of any suchcommittee at any time to fill vacancies, and to discharge any such committee, either with orwithout cause, at any time.
8

 
     Section 6. Alternate Members of Committees. The Board of Directors may designate one or moredirectors as alternate members of the Executive Committee or any other committee, who may replaceany absent or disqualified member at any meeting of the committee, or if none be so appointed, themember or members thereof present at any meeting and not disqualified from voting, whether or nothe or they constitute a quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in the place of any such absent or disqualified member.     Section 7. Minutes of Committees. Each committee shall keep regular minutes of its meetingsand proceedings and report the same to the Board of Directors at the next meeting thereof.ARTICLE VIGENERAL     Section 1. Actions Without a Meeting. Unless otherwise restricted by the Restated Certificateof Incorporation or these By-Laws, any action required or permitted to be taken at any meeting ofthe Board of Directors or of any committee thereof may be taken without a meeting, if all membersof the Board of Directors or committee, as the case may be, consent thereto in writing and thewriting or writings are filed with the minutes of proceedings of the Board of Directors or thecommittee.     Section 2. Presence at Meetings by Means of Communications Equipment. Members of the Board ofDirectors, or of any committee designated by the Board of Directors, may participate in a meetingof the Board of Directors or such committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in the meeting can hear eachother, and participation in a meeting conducted pursuant to this Section 2 shall constitutepresence in person at such meeting.ARTICLE VIINOTICES     Section 1. Type of Notice. Whenever, under the provisions of any applicable statute, theRestated Certificate of Incorporation, or these By-Laws, notice is required to be given to anydirector or stockholder, it shall not be construed to mean personal notice, but such notice may begiven in writing, in person or by mail, addressed to such director or stockholder, at his addressas it appears on the records of the Corporation, with postage thereon prepaid, and such noticeshall be deemed to be given at the time when the same shall be deposited in the United States mail.Notice to directors may also be given in any
9

 
manner permitted by Article III hereof and shall be deemed to be given at the time when firsttransmitted by the method of communication so permitted.     Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisionsof any applicable statute, the Restated Certificate of Incorporation, or these By-Laws, a waiverthereof in writing, signed by the person or persons entitled to said notice, whether before orafter the time stated therein, shall be deemed equivalent thereto, and transmission of a waiver ofnotice by a director or stockholder by mail, telegraph, telex, cable, wireless, or other form ofrecorded communication may constitute such a waiver.ARTICLE VIIIOFFICERS     Section 1. Elected and Appointed Officers. The elected officers of the Corporation shall be aPresident and a Secretary, and, if the Board of Directors so elects, a Chairman of the Board (whoshall be a director), one or more Vice Presidents, with or without such descriptive titles as theBoard of Directors shall deem appropriate, a Controller and a Treasurer. The President of theCorporation may also designate persons to have the title of Vice President, Assistant VicePresident, Assistant Treasurer, Assistant Secretary, Assistant Controller, and such other titles asfrom time to time may appear to be necessary or advisable in the conduct of the affairs of theCorporation; provided, however, that such persons shall not be deemed officers of the Corporation,and shall not have the authority of such officers, unless the Board of Directors so designates.     Section 2. Time of Election or Appointment. The Board of Directors at its annual meetingshall elect or appoint, as the case may be, the officers to fill the positions designated in orpursuant to Section 1 of this Article VIII. Officers of the Corporation may also be elected orappointed, as the case may be, at any other time.     Section 3. Salaries of Elected Officers. The salaries of all elected officers of theCorporation shall be fixed by the Board of Directors.     Section 4. Term. Each officer of the Corporation shall hold his office until his successor isduly elected or appointed and qualified or until his earlier resignation or removal. Any officermay resign at any time upon written notice to the Corporation. Any officer elected or appointed bythe Board of Directors or the Executive Committee may be removed at any time by the affirmativevote of a majority of the whole Board of Directors. Any vacancy occurring in any office of theCorporation by death, resignation, removal, or otherwise may be filled by the Board of Directors orthe appropriate committee thereof.
10

 
     Section 5. Duties of the Chairman of the Board. The Chairman of the Board, if one be elected,shall preside when present at all meetings of the Board of Directors and, with the approval of thePresident, may preside at meetings of the stockholders. He shall advise and counsel the Presidentand other officers of the Corporation, and shall exercise such powers and perform such duties asshall be assigned to or required of him from time to time by the Board of Directors.     Section 6. Duties of the President. The President shall be the chief executive officer of theCorporation and, subject to the provisions of these By-Laws, shall have general supervision of theaffairs of the Corporation and shall have general and active control of all its business. He shallpreside, when present, at all meetings of stockholders, except when the Chairman of the Boardpresides with the approval of the President and as may otherwise be provided by statute, and, inthe absence of any other person designated thereto by these By-Laws, at all meetings of the Boardof Directors. He shall see that all orders and resolutions of the Board of Directors and thestockholders are carried into effect. He shall have general authority to execute bonds, deeds, andcontracts in the name of the Corporation and affix the corporate seal thereto; to sign stockcertificates; to cause the employment or appointment of such employees and agents of theCorporation as the proper conduct of operations may require, and to fix their compensation, subjectto the provisions of these By-Laws; to remove or suspend any employee or agent who shall have beenemployed or appointed under his authority or under authority of an officer subordinate to him; tosuspend for cause, pending final action by the authority which shall have elected or appointed him,any officer subordinate to the President; and, in general, to exercise all the powers and authorityusually appertaining to the chief executive officer of a corporation, except as otherwise providedin these By-Laws.     Section 7. Duties of Vice Presidents. In the absence of the President or in the event of hisinability or refusal to act, the Vice President (or in the event there be more than one VicePresident, the Vice Presidents in the order designated, or in the absence of any designation, thenin the order of their election) shall perform the duties of the President and, when so acting,shall have all the powers of and be subject to all the restrictions upon the President. The VicePresidents shall perform such other duties and have such other powers as the Board of Directors orthe President may from time to time prescribe.     Section 8. Duties of Assistant Vice Presidents. In the absence of a Vice President or in theevent of his inability or refusal to act, the Assistant Vice President (or in the event there shallbe more than one, the Assistant Vice Presidents in the order designated by the Board of Directors,or in the absence of any designation, then in the order of their appointment) shall perform theduties and exercise the powers of that Vice President, and shall perform such other duties and havesuch other powers as the Board of Directors, the President, or the Vice President under whosesupervision he is appointed may from time to time prescribe.
11

 
     Section 9. Duties of the Secretary. The Secretary shall attend all meetings of the Board ofDirectors and all meetings of the stockholders and record all the proceedings of the meetings ofthe Corporation and of the Board of Directors in a book to be kept for that purpose and shallperform like duties for the Executive Committee or other standing committees when required. Heshall give, or cause to be given, notice of all meetings of the stockholders and special meetingsof the Board of Directors, and shall perform such other duties as may be prescribed by the Board ofDirectors or the President, under whose supervision he shall be. He shall have custody of thecorporate seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affixthe same to any instrument requiring it, and when so affixed, it may be attested by his signatureor by the signature of such Assistant Secretary. The Board of Directors may give general authorityto any other officer to affix the seal of the Corporation and to attest the affixing by hissignature. The Secretary shall keep and account for all books, documents, papers, and records ofthe Corporation, except those for which some other officer or agent is properly accountable. Heshall have authority to sign stock certificates and shall generally perform all the duties usuallyappertaining to the office of the secretary of a corporation.     Section 10. Duties of Assistant Secretaries. In the absence of the Secretary or in the eventof his inability or refusal to act, the Assistant Secretary (or, if there shall be more than one,the Assistant Secretaries in the order designated by the Board of Directors, or in the absence ofany designation, then in the order of their appointment) shall perform the duties and exercise thepowers of the Secretary and shall perform such other duties and have such other powers as the Boardof Directors, the President, or the Secretary may from time to time prescribe.     Section 11. Duties of the Treasurer. The Treasurer shall have the custody of the corporatefunds and securities and shall keep full and accurate accounts of receipts and disbursements inbooks belonging to the Corporation and shall deposit all moneys and other valuable effects in thename and to the credit of the Corporation in such depositories as may be designated by the Board ofDirectors. He shall disburse the funds of the Corporation as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements, and shall render to the President and theBoard of Directors, at its regular meetings or when the Board of Directors so requires, an accountof all his transactions as Treasurer and of the financial condition of the Corporation. Ifrequired by the Board of Directors, he shall give the Corporation a bond (which shall be renewedevery six years) in such sum and with such surety or sureties as shall be satisfactory to the Boardof Directors for the faithful performance of the duties of his office and for the restoration tothe Corporation, in case of his death, resignation, retirement, or removal from office, of allbooks, papers, vouchers, money, and other property of whatever kind in his possession or under hiscontrol belonging to the Corporation. The Treasurer shall be under the supervision of the VicePresident in charge of finance, if one is so designated, and he shall perform such other duties asmay be prescribed by the Board of Directors, the President, or any such Vice President in charge offinance.     Section 12. Duties of Assistant Treasurers. The Assistant Treasurer or Assistant Treasurersshall assist the Treasurer, and in the absence of the Treasurer or in
12

 
the event of his inability or refusal to act, the Assistant Treasurer (or in the event thereshall be more than one, the Assistant Treasurers in the order designated by the Board of Directors,or in the absence of any designation, then in the order of their appointment) shall perform theduties and exercise the powers of the Treasurer and shall perform such other duties and have suchother powers as the Board of Directors, the President, or the Treasurer may from time to timeprescribe.     Section 13. Duties of the Controller. The Controller, if one is appointed, shall havesupervision of the accounting practices of the Corporation and shall prescribe the duties andpowers of any other accounting personnel of the Corporation. He shall cause to be maintained anadequate system of financial control through a program of budgets and interpretive reports. Heshall initiate and enforce measures and procedures whereby the business of the Corporation shall beconducted with the maximum efficiency and economy. If required, he shall prepare a monthly reportcovering the operating results of the Corporation. The Controller shall be under the supervision ofthe President, and he shall perform such other duties as may be prescribed by the Board ofDirectors and the President.     Section 14. Duties of Assistant Controllers. The Assistant Controller or AssistantControllers shall assist the Controller, and in the absence of the Controller or in the event ofhis inability or refusal to act, the Assistant Controller (or, if there shall be more than one, theAssistant Controllers in the order designated by the Board of Directors, or in the absence of anydesignation, then in the order of their appointment) shall perform the duties and exercise thepowers of the Controller and perform such other duties and have such other powers as the Board ofDirectors, the President, or the Controller may from time to time prescribe.ARTICLE IXINDEMNIFICATION     Section 1. Actions Other Than by or in the Right of the Corporation. The Corporation shallindemnify any person who was or is a party or is threatened to be made a party to any threatened,pending, or contemplated action, suit, or proceeding, whether civil, criminal, administrative, orinvestigative (other than an action by or in the right of the Corporation), by reason of the factthat he is or was a director or officer of the Corporation, or is or was serving at the request ofthe Corporation as a director, officer, trustee, employee, or agent of another corporation,partnership, joint venture, trust, or other enterprise (all of such persons being hereafterreferred to in this Article as a “Corporate Functionary”), against expenses (including attorneys’fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him inconnection with such action, suit, or proceeding, if he acted in good faith and in a manner hereasonably believed to be in or not opposed to the best interests of the Corporation and, withrespect to any criminal action or proceeding, had no reasonable cause to believe his
13

 
conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order,settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, ofitself, create a presumption that the person did not act in good faith and in a manner which hereasonably believed to be in or not opposed to the best interests of the Corporation or, withrespect to any criminal action or proceeding, that he had reasonable cause to believe that hisconduct was unlawful.     Section 2. Actions by or in the Right of the Corporation. The Corporation shall indemnify anyperson who was or is a party or is threatened to be made a party to any threatened, pending, orcontemplated action or suit by or in the right of the Corporation to procure a judgment in itsfavor by reason of the fact that he is or was a Corporate Functionary against expenses (includingattorneys’ fees) actually and reasonably incurred by him in connection with the defense orsettlement of such action or suit, if he acted in good faith and in a manner he reasonably believedto be in or not opposed to the best interests of the Corporation, except that no indemnificationshall be made in respect of any claim, issue, or matter as to which such person shall have beenadjudged to be liable to the Corporation, unless and only to the extent that the Court of Chanceryor 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 personis fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery orsuch other court shall deem proper.     Section 3. Determination of Right to Indemnification. Any indemnification under Sections 1 or2 of this Article IX (unless ordered by a court) shall be made by the Corporation only asauthorized in the specific case upon a determination that indemnification of the CorporateFunctionary is proper in the circumstances because he has met the applicable standard of conductset forth in Sections 1 or 2 of this Article IX. Such determination shall be made (i) by the Boardof Directors by a majority vote of a quorum consisting of directors who were not parties to suchaction, suit, or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable ifa quorum of disinterested directors so directs, by independent legal counsel in a written opinion,or (iii) by the stockholders.     Section 4. Right to Indemnification. Notwithstanding the other provisions of this Article IX,to the extent that a Corporate Functionary has been successful on the merits or otherwise indefense of any action, suit, or proceeding referred to in Sections 1 or 2 of this Article IX(including the dismissal of a proceeding without prejudice or the settlement of a proceedingwithout admission of liability), or in defense of any claim, issue, or matter therein, he shall beindemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him inconnection therewith.     Section 5. Prepaid Expenses. Expenses incurred in defending a civil or criminal 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 Corporate Functionary torepay such amount if it shall ultimately be
14

 
determined he is not entitled to be indemnified by the Corporation as authorized in thisArticle IX.     Section 6. Right to Indemnification upon Application; Procedure upon Application. Anyindemnification under Sections 2, 3 and 4, or any advance under Section 5, of this Article IX shallbe made promptly upon, and in any event within 60 days after, the written request of the CorporateFunctionary, unless with respect to applications under Sections 2, 3 or 5 of this Article IX, adetermination is reasonably and promptly made by the Board of Directors by majority vote of aquorum consisting of disinterested directors that such Corporate Functionary acted in a manner setforth in such Sections as to justify the Corporation in not indemnifying or making an advance ofexpenses to the Corporate Functionary. If no quorum of disinterested directors is obtainable, theBoard of Directors shall promptly direct that independent legal counsel shall decide whether theCorporate Functionary acted in a manner set forth in such Sections as to justify the Corporation’snot indemnifying or making an advance of expenses to the Corporate Functionary. The right toindemnification or advance of expenses granted by this Article IX shall be enforceable by theCorporate Functionary in any court of competent jurisdiction if the Board of Directors orindependent legal counsel denies his claim, in whole or in part, or if no disposition of such claimis made within 60 days. The expenses of the Corporate Functionary incurred in connection withsuccessfully establishing his right to indemnification, in whole or in part, in any such proceedingshall also be indemnified by the Corporation.     Section 7. Other Rights and Remedies. The indemnification and advancement of expenses orprovided by or granted pursuant to this Article IX shall not be deemed exclusive of any otherrights to which any person seeking indemnification and advancement of expenses or may be entitledunder any by-law, agreement, vote of stockholders or disinterested directors, or otherwise, both asto action in his official capacity and as to action in another capacity while holding such office,and shall, unless otherwise provided when authorized or ratified, continue as to a person who hasceased to be a Corporate Functionary and shall inure to the benefit of the heirs, executors, andadministrators of such a person. Any repeal or modification of these by-laws or relevantprovisions of the Delaware General Corporation Law and other applicable law, if any, shall notaffect any then existing rights of a Corporate Functionary to indemnification or advancement ofexpenses.     Section 8. Insurance. Upon resolution passed by the Board of Directors, the Corporation maypurchase 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 adirector, officer, employee, or agent of another corporation, partnership, joint venture, trust, orother enterprise against any liability asserted against him and incurred by him in any suchcapacity, or arising out of his status as such, whether or not the Corporation would have the powerto indemnify him against such liability under the provisions of this Article IX.
15

 
     Section 9. Mergers. For purposes of this Article IX, references to “the Corporation” shallinclude, in addition to the resulting or surviving corporation, constituent corporations (includingany constituent of a constituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify its directors and officersso that any person who is or was a director or officer of such constituent corporation or is or wasserving at the request of such constituent corporation as a director, officer, employee, or agentof another corporation, partnership, joint venture, trust, or other enterprise shall stand in thesame position under the provisions of this Article IX with respect to the resulting or survivingcorporation as he would have with respect to such constituent corporation if its separate existencehad continued.     Section 10. Savings Provision. If this Article IX or any portion hereof shall be invalidatedon any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnifyeach Corporate Functionary as to expenses (including attorneys’ fees), judgments, fines, andamounts paid in settlement with respect to any action, suit, proceeding, or investigation, whethercivil, criminal, or administrative, including a grand jury proceeding or action or suit brought byor in the right of the Corporation, to the full extent permitted by any applicable portion of thisArticle IX that shall not have been invalidated.ARTICLE XCERTIFICATES REPRESENTING STOCK     Section 1. Right to Certificate. Every holder of stock in the Corporation shall be entitledto have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board,the President, or a Vice President and by the Secretary or an Assistant Secretary of theCorporation, certifying the number of shares owned by him in the Corporation. If the Corporationshall be authorized to issue more than one class of stock or more than one series of any class, thepowers, designations, preferences, and relative, participating, optional, or other special rightsof each class of stock or series thereof and the qualifications, limitations, or restrictions ofsuch preferences or rights shall be set forth in full or summarized on the face or back of thecertificate which the Corporation shall issue to represent such class or series of stock; provided,that, except as otherwise provided in Section 202 of the General Corporation Law of the State ofDelaware, in lieu of the foregoing requirements, there may be set forth on the face or back of thecertificate which the Corporation shall issue to represent such class or series of stock astatement that the Corporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences, and relative, participating, optional, or other special rightsof each class of stock or series thereof and the qualifications, limitations, or restrictions ofsuch preferences or rights.
16

 
     Section 2. Facsimile Signatures. Any of or all the signatures on the certificate may befacsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimilesignature 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 sameeffect as if he were such officer, transfer agent, or registrar at the date of issue.     Section 3. New Certificates. The officers of the Corporation may authorize the Corporation’stransfer agent to direct a new certificate or certificates to be issued in place of any certificateor certificates theretofore issued by the Corporation and alleged to have been lost, stolen, ordestroyed, upon the making of an affidavit of that fact by the person claiming the certificate ofstock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate orcertificates, an officer of the Corporation may, in his discretion and as a condition precedent tothe issuance thereof, require the owner of such lost, stolen, or destroyed certificate orcertificates, or his legal representative, to advertise the same in such manner as it shall requireor to give the Corporation a bond in such sum as it may direct as indemnity against any claim thatmay be made against the Corporation with respect to the certificate alleged to have been lost,stolen, or destroyed or the issuance of such new certificate.     Section 4. Transfers. Upon surrender to the Corporation or the transfer agent of theCorporation of a certificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignation, or authority to transfer, it shall be the duty of the Corporation, subjectto any proper restrictions on transfer, to issue a new certificate to the person entitled thereto,cancel the old certificate, and record the transaction upon its books.     Section 5. Record Date. The Board of Directors may fix in advance a date, not preceding thedate on which the resolution fixing the record date is adopted, and(i) not more than 60 days nor less than 10 days preceding the date of any meeting of stockholders,as a record date for the determination of the stockholders entitled to notice of, and to vote at,any such meeting and any adjournment thereof,(ii) not more than 10 days after the date on which the resolution fixing the record date isadopted, as a record date in connection with obtaining a consent of the stockholders in writing tocorporate action without a meeting, or(iii) not more than 60 days before the date for payment of any dividend or distribution, or thedate for the allotment of rights, or the date when any change, or conversion or exchange of capitalstock shall go into effect, or the date on which any other lawful action shall be taken, as therecord date for determining the stockholders entitled to receive payment of any such dividend ordistribution, or to receive any such allotment of rights, or to exercise the rights in respect ofany such change, conversion or exchange of capital stock or other lawful action of the corporation,
17

 
and in such case such stockholders and only such stockholders as shall be stockholders of record onthe date so fixed shall be entitled to such notice of, and to vote at, any such meeting and anyadjournment thereof (provided, however, that the Board of Directors may fix a new record date foran adjourned meeting), or to give such consent, or to receive payment of such dividend ordistribution, or to receive such allotment of rights, or to exercise such rights, as the case maybe, notwithstanding any transfer of any stock on the books of the corporation after any such recorddate fixed as aforesaid.     Section 6. Registered Stockholders. The Corporation shall be entitled to recognize theexclusive 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 itsbooks as the owner of shares, and shall not be bound to recognize any equitable or other claim toor interest in such share or shares on the part of any other person, whether or not provided by thelaws of the State of Delaware.ARTICLE XIGENERAL PROVISIONS     Section 1. Dividends. Dividends upon the capital stock of the Corporation, if any, subject tothe provisions of the Restated Certificate of Incorporation, may be declared by the Board ofDirectors (but not any committee thereof) at any regular meeting, pursuant to law. Dividends maybe paid in cash, in property, or in shares of the capital stock, subject to the provisions of theRestated Certificate of Incorporation.     Section 2. Reserves. Before payment of any dividend, there may be set aside out of any fundsof the Corporation available for dividends such sum or sums as the Board of Directors from time totime, in their absolute discretion, thinks proper as a reserve or reserves to meet contingencies,or for equalizing dividends, or for repairing or maintaining any property of the Corporation, orfor such other purpose as the Board of Directors shall think conducive to the interest of theCorporation, and the Board of Directors may modify or abolish any such reserve in the manner inwhich it was created.     Section 3. Checks. All checks or demands for money and promissory notes of the Corporationshall be signed by such officer or officers or such other person or persons as the Board ofDirectors may from time to time prescribe.     Section 4. Fiscal Year. The fiscal year of the Corporation shall be determined by the Boardof Directors.
18

 
     Section 5. Corporate Seal. The corporate seal shall have inscribed thereon the name of theCorporation. The seal may be used by causing it or a facsimile thereof to be impressed, affixed,reproduced, or otherwise.ARTICLE XIIAMENDMENTSThese By-Laws may be altered, amended, or repealed or new By-Laws may be adopted by a majority ofthe members of the Board of Directors.
19