Exhibit 3.(ii).1AMENDED ANDRESTATEDBY-LAWSOFIOMEGACORPORATION                 (as amended through May 2, 2001)                                                TABLE OF CONTENTSARTICLE 1 - Stockholders..........................................................................................1   1.1   Place of Meetings........................................................................................1   1.2   Annual Meeting...........................................................................................1   1.3   Special Meetings.........................................................................................1   1.4   Notice of Meetings.......................................................................................1   1.5   Voting List..............................................................................................2   1.6   Quorum...................................................................................................2   1.7   Adjournments.............................................................................................2   1.8   Voting and Proxies.......................................................................................2   1.9   Action at Meeting........................................................................................3   1.10  Action without Meeting...................................................................................3   1.11  Conduct of Meetings......................................................................................3   1.12  Nomination of Directors..................................................................................4   1.13  Notice of Business at Annual Meetings....................................................................5ARTICLE 2 - Directors.............................................................................................7   2.1   General Powers...........................................................................................7   2.2   Number; Election; Tenure and Qualification...............................................................7   2.3   Increases and Decreases in the Size of the Board.........................................................8   2.4   Vacancies................................................................................................8   2.5   Resignation..............................................................................................8   2.6   Regular Meetings.........................................................................................8   2.7   Special Meetings.........................................................................................9   2.8   Notice of Special Meetings...............................................................................8   2.9   Meetings by Conference Communication Equipment...........................................................9   2.10  Quorum...................................................................................................9   2.11  Action at Meeting........................................................................................9   2.12  Action by Written Consent...............................................................................10   2.13  Removal.................................................................................................10   2.14  Committees..............................................................................................10   2.15  Compensation of Directors...............................................................................10ARTICLE 3 - Officers.............................................................................................10   3.1   Titles..................................................................................................10   3.2   Election................................................................................................11   3.3   Qualification...........................................................................................11   3.4   Tenure..................................................................................................11   3.5   Resignation and Removal.................................................................................11   3.6   Vacancies...............................................................................................11   3.7   Chairman of the Board and Vice-Chairman of the Board....................................................11   3.8   President; Chief Executive Officer......................................................................12   3.9   Vice Presidents.........................................................................................12   3.10  Secretary and Assistant Secretaries.....................................................................12   3.11  Treasurer and Assistant Treasurers......................................................................13   3.12  Bonded Officers.........................................................................................13   3.13  Salaries................................................................................................13ARTICLE 4 - Capital Stock........................................................................................13   4.1   Issuance of Stock.......................................................................................13   4.2   Certificates of Stock...................................................................................14   4.3   Transfers...............................................................................................14   4.4   Lost, Stolen or Destroyed Certificates.................................................................144   4.5   Record Date............................................................................................144ARTICLE 5 - Indemnification......................................................................................15ARTICLE 6 - General Provisions..................................................................................166   6.1   Fiscal Year............................................................................................166   6.2   Corporate Seal.........................................................................................166   6.3   Execution of Instruments................................................................................16   6.4   Waiver of Notice........................................................................................16   6.5   Voting of Securities...................................................................................166   6.6   Evidence of Authority..................................................................................166   6.7   Certificate of Incorporation...........................................................................176   6.8   Transactions with Interested Parties...................................................................177   6.9   Severability...........................................................................................177   6.10  Pronouns...............................................................................................177ARTICLE 7 - Amendments..........................................................................................188   7.1   By the Board of Directors..............................................................................188   7.2   By the Stockholders....................................................................................188   7.3   Certain Amendments.....................................................................................188                                                        18                                               AMENDED AND RESTATED                                                      BY-LAWS                                                        OF                                                IOMEGA CORPORATION                                             ARTICLE 1 - Stockholders                                             ------------------------         1.1      Place of Meetings.  All meetings of stockholders shall be held at such place as may be                  -----------------designated from time to time by the Board of Directors or the President or, if not so designated, at theprincipal office of the corporation.         1.2      Annual Meeting.  The annual meeting of stockholders for the election of directors and for the                  --------------transaction of such other business as may properly be brought before the meeting shall be held on a date and at atime designated by the Board of Directors or the President, which date shall not be a legal holiday in the placewhere the meeting is to be held.         1.3      Special Meetings.  Special meetings of stockholders may be called at any time by the President                  ----------------or by the Board of Directors.  Business transacted at any special meeting of stockholders shall be limited tomatters relating to the purpose or purposes stated in the notice of meeting.         1.4      Notice of Meetings.  Except as otherwise provided by law, written notice of each meeting of                  ------------------stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date ofthe meeting to each stockholder entitled to vote at such meeting.  Without limiting the manner by which noticeotherwise may be given to stockholders, any notice shall be effective if given by a form of electronictransmission consented to (in a manner consistent with the Delaware General Corporate Law) by the stockholder towhom the notice is given.  The notices of all meetings shall state the place, date and time of the meeting andthe means or remote communications, if any, by which stockholders and proxyholders may be deemed to be present inperson and vote at such meeting.  The notice of a special meeting shall state, in addition, the purpose orpurposes for which the meeting is called.  If notice is given by mail, such notice shall be deemed given whendeposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's addressas it appears on the records of the corporation.  If notice is given by electronic transmission, such noticeshall be deemed given at the time specified in Section 232 of the Delaware General Corporate Law.         1.5      Voting List.  The Secretary shall prepare, at least 10 days before every meeting of                  -----------stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabeticalorder, and showing 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 germane to themeeting: for a period of at least 10 days prior to the meeting (i) on a reasonably accessible electronic networkprovided that the information required to gain access to such list is provided with notice of the meeting or (ii)during ordinary business hours, at the principal place of business of the corporation.  The list shall also beproduced and kept at the time and place of the meeting during the whole time of the meeting, and may be inspectedby any stockholder who is present.         1.6      Quorum.  Except as otherwise provided by law, the Certificate of Incorporation or these                  ------By-Laws, the holders of a majority of the shares of the capital stock of the corporation issued and outstandingand entitled to vote at the meeting, present in person present by means of remote communication in a manner, ifany, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute aquorum for the transaction of business.  A quorum, once established at a meeting, shall not be broken by thewithdrawal of enough votes to leave less than a quorum.         1.7      Adjournments.  Any meeting of stockholders may be adjourned from time to time to any other time                  ------------and to any other place at which a meeting of stockholders may be held under these By-Laws by the stockholderspresent or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder ispresent, by any officer entitled to preside at or to act as secretary of such meeting.  It shall not be necessaryto notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting,and the means or remote communication, if any, by which stockholders and proxyholders may be deemed to be presentin person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unlessafter the adjournment a new record date is fixed for the adjourned meeting.  At the adjourned meeting, thecorporation may transact any business which might have been transacted at the original meeting.         1.8      Voting and Proxies.  Each stockholder shall have one vote for each share of stock entitled to                  ------------------vote held of record by such stockholder and a proportionate vote for each fractional share so held, unlessotherwise provided in the Certificate of Incorporation.  Each stockholder of record entitled to vote at a meetingof stockholders, or to express consent or dissent to corporate action in writing without a meeting, may vote orexpress such consent or dissent in person or may authorize another person or persons to vote or act for suchstockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of Delawareby the stockholder or such stockholder's authorized agent and delivered or transmitted (including by electronictransmission) to the Secretary of the corporation.  No such proxy shall be voted or acted upon after three yearsfrom the date of its execution, unless the proxy expressly provides for a longer period.         1.9      Action at Meeting.  When a quorum is present at any meeting, the holders of a majority of the                  -----------------stock present or represented and voting on a matter (or if there are two or more classes of stock entitled tovote as separate classes, then in the case of each such class, the holders of a majority of the stock of thatclass present or represented and voting on a matter) shall decide any matter to be voted upon by the stockholdersat such meeting, except when a different vote is required by express provision of law, the Certificate ofIncorporation or these By-Laws.  When a quorum is present at any meeting, any election by stockholders ofdirectors shall be determined by a plurality of the votes cast by the stockholders entitled to vote on theelection.         1.10     Action without Meeting.  Any action which is required to be taken or which may be taken at any                  ----------------------annual or special meeting of stockholders may be taken without a meeting, without prior notice and without avote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of all of theoutstanding shares of stock that would be entitled to vote thereon at a meeting of stockholders.         1.11     Conduct of Meetings.                  -------------------                  (a)      Chairman of Meeting.  Meetings of stockholders shall be presided over by the Chairman                           -------------------of the Board, if any, or in the Chairman's absence by the Vice Chairman of the Board, if any, or in the ViceChairman's absence by the President, or in the President's absence by a Vice President, or in the absence of allthe foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designationby a chairman chosen by a vote of the stockholders at the meeting.  The Secretary shall act as secretary of themeeting, but in the Secretary's absence the chairman of the meeting may appoint any person to act as secretary ofthe meeting.                  (b)      Rules, Regulations and Procedures.  The Board of Directors of the corporation may                           ---------------------------------adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of thecorporation as it shall deem appropriate, including, without limitation, such guidelines and procedures as it maydeem appropriate regarding the participation by means of remote communication of stockholders and proxyholdersnot physically present at the meeting.  Except to the extent inconsistent with such rules, regulations andprocedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the rightand authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment ofsuch chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures,whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, withoutlimitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rulesand procedures for maintaining order at the meeting and the safety of those present; (iii) limitations onattendance at or participation in the meeting to stockholders of record of the corporation, their duly authorizedand constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meetingafter the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions orcomments by participants.  Unless and to the extent determined by the Board of Directors or the chairman of themeeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentaryprocedure.                  (c)      Opening and Closing of Polls.  The chairman of any meeting of stockholders shall                           ----------------------------announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened andclosed.  If no announcement is made, the polls shall be deemed to have opened when the meeting is convened andclosed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes or anyrevocations or changes thereto may be accepted.         1.12     Nomination of Directors.                  -----------------------                  (a)      Except for (i) any directors entitled to be elected by the holders of preferred stockor any other securities of the corporation (other than common stock) and (ii) any directors elected in accordancewith Section 2.4 hereof by the Board of Directors to fill a vacancy, only persons who are nominated in accordancewith the procedures in this Section 1.12 shall be eligible for election as directors.  Nomination for election tothe Board of Directors of the corporation at a meeting of stockholders may be made (i) by or at the direction ofthe Board of Directors or (ii) by any stockholder of the corporation who (x) complies with the notice proceduresset forth in Section 1.12(c) and (y) is a stockholder of record on the date of the giving of such notice and onthe record date for the determination of stockholders entitled to vote at such meeting.                  (b)      To be timely, a stockholder's notice must be received by the Secretary at theprincipal executive offices of the corporation as follows: (x) in the case of an election of directors at anannual meeting of stockholders, not less than 70 days nor more than 90 days prior to the first anniversary of thepreceding year's annual meeting; provided, however, that in the event that the date of the annual meeting isadvanced by more than 20 days, or delayed by more than 70 days, from the first anniversary of the precedingyear's annual meeting, a stockholder's notice must be so received not earlier than the ninetieth day prior to suchannual meeting and not later than the close of business on the later of (A) the seventieth day prior to suchannual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting wasmailed or public disclosure of the date of such annual meeting was made, whichever first occurs; or (y) in thecase of an election of directors at a special meeting of stockholders, not earlier than the ninetieth day priorto such special meeting and not later than the close of business on the later of (i) the seventieth day prior tosuch special meeting and (ii) the tenth day following the day on which notice of the date of such special meetingwas mailed or public disclosure of the date of such special meeting was made, whichever occurs first.                  (c)      The stockholder's notice to the Secretary shall set forth: (a) as to each proposednominee (i) such person's name, age, business address and, if known, residence address, (ii) such person'sprincipal occupation or employment, (iii) the class and number of shares of stock of the corporation which arebeneficially owned by such person, and (iv) any other information concerning such person that must be disclosedas to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (or any successor provision thereto); (b) as to the stockholder giving the notice (i) such stockholder'sname and address, as they appear on the corporation's books, (ii) the class and number of shares of stock of thecorporation which are owned beneficially and of record, by such stockholder, (iii) a description of allarrangements or understandings between such stockholder and each proposed nominee and any other person or persons(including their names) pursuant to which the nomination(s) are to be made by such stockholder and (iv) arepresentation that such stockholder intends to appear in person or by proxy at the meeting to nominate theperson(s) named in its notice; and (c) as to the beneficial owner, if any, on whose behalf the nomination is made(i) such beneficial owner's name and address, (ii) the class and number of shares of stock of the corporationwhich are beneficially owned by such beneficial owner, and (iii) a description of all arrangements orunderstandings between such beneficial owner and each proposed nominee and any other person or persons (includingtheir names) pursuant to which the nomination(s) are to be made.  In addition, to be effective, the stockholder'snotice must be accompanied by the written consent of the proposed nominee to serve as a director if elected.  Thecorporation may require any proposed nominee to furnish such other information as may reasonably be required todetermine the eligibility of such proposed nominee to serve as a director of the corporation.                  (d)      The chairman of any meeting shall, if the facts warrant, determine that a nominationwas not made in accordance with the provisions of this Section 1.12, and if the chairman should so determine, thechairman shall so declare to the meeting and the defective nomination shall be disregarded.                  (e)      Except as otherwise required by law, nothing in this Section 1.12 shall obligate thecorporation or the Board of Directors to include in any proxy statement or other stockholder communicationdistributed on behalf of the corporation or the Board of Directors information with respect to any nominee fordirectors submitted by a stockholder.         1.13     Notice of Business at Annual Meetings.                  -------------------------------------                  (a)      At any annual meeting of the stockholders, only such business shall be conducted asshall have been properly brought before the meeting.  To be properly brought before an annual meeting, businessmust be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of theBoard of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board ofDirectors, or (iii) properly brought before the meeting by a stockholder.  For business to be properly broughtbefore an annual meeting by a stockholder, (i) if such business relates to the election of directors of thecorporation, the procedures in Section 1.12 must be complied with and (ii) if such business relates to any othermatter, the stockholder must (x) have given timely notice thereof in writing to the Secretary in accordance withthe procedures set forth in this Section 1.13 and (y) be a stockholder of record on the date of the giving ofsuch notice and on the record date for the determination of stockholders entitled to vote at such annual meeting.                  (b)      To be timely, a stockholder's notice must be received by the Secretary at theprincipal executive offices of the corporation not less than 70 days nor more than 90 days prior to the firstanniversary of the preceding year's annual meeting; provided, however, that in the event that the date of theannual meeting is advanced by more than 20 days, or delayed by more than 70 days, from the first anniversary ofthe preceding year's annual meeting, a stockholder's notice must be so received not earlier than the ninetiethday prior to such annual meeting and not later than the close of business on the later of (A) the seventieth dayprior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annualmeeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs.                  (c)      The stockholder's notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the annual meeting:  (i) a brief description of the business desired to bebrought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) thename and address, as they appear on the corporation's books, of the stockholder proposing such business, and thename and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class andnumber of shares of the corporation which are owned, of record and beneficially by the stockholder and beneficialowner, if any, (iv) a description of all arrangements or understandings between such stockholder or suchbeneficial owner, if any, and any other person or persons (including their names) in connection with the proposalof such business by such stockholder and any material interest of the stockholder or such beneficial owner, ifany, in such business, and (v) a representation that such stockholder intends to appear in person or by proxy atthe annual meeting to bring such business before the meeting.  Notwithstanding anything in these By-laws to thecontrary, no business shall be conducted at any annual meeting of stockholders except in accordance with theprocedures set forth in this Section 1.13; provided that any stockholder proposal which complies with Rule 14a-8of the proxy rules (or any successor provision) promulgated under the Securities Exchange Act of 1934, asamended, and is to be included in the corporation's proxy statement for an annual meeting of stockholders shallbe deemed to comply with the requirements of this Section 1.13.                  (d)      The chairman of any meeting shall, if the facts warrant, determine that business wasnot properly brought before the meeting in accordance with the provisions of this Section 1.13, and if thechairman shall so determine, the chairman shall so declare to the meeting and such business shall not be broughtbefore the meeting.                                               ARTICLE 2 - Directors                                               ---------------------         2.1      General Powers.  The business and affairs of the corporation shall be managed by or under the                  --------------direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwiseprovided by law, the Certificate of Incorporation or these By-Laws.  In the event of a vacancy in the Board ofDirectors, the remaining directors, except as otherwise provided by law, may exercise the powers of the fullBoard until the vacancy is filled.         2.2      Number; Election; Tenure and Qualification.                  ------------------------------------------         (a) The number of directors shall not be less than three. The exact number of directors within thelimitations specified in the preceding sentence shall be fixed from time to time pursuant to a resolution adoptedby the Board of Directors.  The directors shall be elected at the annual meeting of stockholders by suchstockholders as have the right to vote on such election.  Directors need not be stockholders of the corporation.         (b) The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III.No one class shall have more than one director more than any other class. If a fraction is contained in thequotient arrived at by dividing the authorized number of directors by three, then, if such fraction is one-third,the extra director shall be a member of Class I, and if such fraction is two-thirds, one of the extra directorsshall be a member of Class I and one of the extra directors shall be a member of Class II, unless otherwiseprovided from time to time by resolution adopted by the Board of Directors.         (c) Each director shall serve for a term ending on the date of the third annual meeting following theannual meeting at which such director was elected; provided, that each initial director in Class I shall servefor a term expiring at the Corporation's annual meeting held in 1998; each initial director in Class II shallserve for a term expiring at the Corporation's annual meeting held in 1999; and each initial director in ClassIII shall serve for a term expiring at the Corporation's annual meeting held in 2000; provided further, that theterm of each director shall continue until the election and qualification of his successor and shall be subjectto his earlier death, resignation or removal.         2.3       Increases and Decreases in the Size of the Board.  In the event of any increase or decrease in                   ------------------------------------------------the authorized number of directors, (i) each director then serving as such shall nevertheless continue as adirector of the class of which he is a member until the expiration of his current term, subject to his earlierdeath, resignation or removal, and (ii) the newly created or eliminated directorships resulting from suchincrease or decrease shall be apportioned by the Board of Directors among the three classes of directors inaccordance with the provisions of Section 2.2 above. To the extent possible, consistent with the provisions ofSection 2.2 above, any newly created directorships shall be added to those classes whose terms of office are toexpire at the latest dates following such allocation, and any newly eliminated directorships shall be subtractedfrom those classes whose terms of offices are to expire at the earliest dates following such allocation, unlessotherwise provided from time to time by resolution adopted by the Board of Directors.         2.4 Vacancies. Unless and until filled by the stockholders, any vacancy in the Board of Directors,however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by a vote of amajority of the directors then in office, although less than a quorum, or by a sole remaining director.  Adirector elected to fill a vacancy shall be elected to hold office until the next election of the class for whichsuch director shall have been chosen, subject to the election and qualification of his successor and to hisearlier death, resignation or removal.         2.5      Resignation.  Any director may resign by delivering a resignation in writing or by electronic                  -----------transmission to the corporation at its principal office or to the Chairman of the Board, the President or the                                                                                       -Secretary.  Such resignation shall be effective upon receipt unless it is specified to be effective at some latertime or upon the happening of some later event.         2.6      Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at                  ----------------such time and place as shall be determined from time to time by the Board of Directors; provided that anydirector who is absent when such a determination is made shall be given notice of the determination.  A regularmeeting of the Board of Directors may be held without notice immediately after and at the same place as theannual meeting of stockholders.         2.7      Special Meetings.  Special meetings of the Board of Directors may be held at any time and place                  ----------------designated in a call by the Chairman of the Board, the President, two or more directors, or by one director inthe event that there is only a single director in office.         2.8      Notice of Special Meetings.  Notice of any special meeting of directors shall be given to each                  --------------------------director by the Secretary or by the officer or one of the directors calling the meeting.  Notice shall be dulygiven to each director (i) by giving notice to such director in person or by telephone at least 24 hours inadvance of the meeting, (ii) by sending a telegram, telecopy or electronic mail, or delivering written notice byhand, to such director's last known business, home or electronic mail address at least 48 hours in advance of themeeting, or (iii) by sending written notice, via first-class mail or reputable overnight courier, to suchdirector's last known business or home address at least 72 hours in advance of the meeting.  A notice or waiver ofnotice of a meeting of the Board of Directors need not specify the purposes of the meeting.         2.9      Meetings by Conference Communication Equipment.  Directors may participate in meetings of the                  ----------------------------------------------Board of Directors or any committee thereof by means of conference telephone or other communications equipment bymeans of which all persons participating in the meeting can hear each other, and participation by such meansshall constitute presence in person at such meeting.         2.10     Quorum.  A majority of the directors at any time in office shall constitute a quorum for the                  ------transaction of business.  In the event one or more of the directors shall be disqualified to vote at any meeting,then the required quorum shall be reduced by one for each director so disqualified, provided that in no caseshall less than one-third of the number of directors fixed pursuant to Section 2.2 above constitute a quorum.  Inthe absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting fromtime to time without further notice other than announcement at the meeting, until a quorum shall be present.  Aquorum, once established at a meeting, shall not be broken by the withdrawal of enough directors to leave lessthan a quorum.         2.11     Action at Meeting.  At any meeting of the Board of Directors at which a quorum is present, the                  -----------------vote of a majority of those present shall be sufficient to take any action, unless a different vote is specifiedby law, the Certificate of Incorporation or these By-Laws.         2.12     Action by Written Consent.  Any action required or permitted to be taken at any meeting of the                  -------------------------Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if all membersof the Board or committee, as the case may be, consent to the action in writing or by electronic transmission,and the written consents and electronic transmissions are filed with the minutes of proceedings of the Board orcommittee.         2.13     Removal.  Directors of the Corporation may be removed only for cause by the affirmative vote of                  -------the holders of at least two-thirds of the shares of the capital stock of the Corporation issued and outstandingand entitled to vote.         2.14     Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board,                  ----------designate one or more committees, each committee to consist of one or more of the directors of the corporation.The Board may designate one or more directors as alternate members of any committee, who may replace any absentor disqualified member at any meeting of the committee.  In the absence or disqualification of a member of acommittee, the member or members of the committee present at any meeting and not disqualified from voting,whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, tothe extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall haveand may exercise all the powers and authority of the Board of Directors in the management of the business andaffairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which mayrequire it.  Each such committee shall keep minutes and make such reports as the Board of Directors may from timeto time request.  Except as the Board of Directors may otherwise determine, any committee may make rules for theconduct of its business, but unless otherwise provided by the directors or in such rules, its business shall beconducted as nearly as possible in the same manner as is provided in these By-Laws for the Board of Directors.         2.15     Compensation of Directors.  Directors may be paid such compensation for their services and such                  -------------------------reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine.No such payment shall preclude any director from serving the corporation or any of its parent or subsidiarycorporations in any other capacity and receiving compensation for such service.                                               ARTICLE 3 - Officers                                               --------------------         3.1      Titles.  The officers of the corporation shall consist of a President, a Secretary, a Treasurer                  ------and such other officers with such other titles as the Board of Directors may determine, including a Chairman ofthe Board, a Vice- Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers, and AssistantSecretaries.  The Board of Directors may appoint such other officers as it may deem appropriate.         3.2      Election.  The President, Treasurer and Secretary shall be elected annually by the Board of                  --------Directors at its first meeting following the annual meeting of stockholders.  Other officers may be appointed bythe Board of Directors at such meeting or at any other meeting.         3.3      Qualification.  The President shall be a director.  No officer need be a stockholder.  Any two                  -------------or more offices may be held by the same person.         3.4      Tenure.  Except as otherwise provided by law, by the Certificate of Incorporation or by these                  ------By-Laws, each officer shall hold office until such officer's successor is elected and qualified, unless adifferent term is specified in the resolution electing or appointing such officer, or until such officer'searlier death, resignation or removal.         3.5      Resignation and Removal.  Any officer may resign by delivering a written resignation to the                  -----------------------corporation at its principal office or to the Chief Executive Officer or the Secretary.  Such resignation shallbe effective upon receipt unless it is specified to be effective at some later time or upon the happening of somelater event.The Board of Directors, or a committee duly authorized to do so, may remove any officer with or without cause.Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have anyright to any compensation as an officer for any period following such officer's resignation or removal, or anyright to damages on account of such removal, whether such officer's compensation be by the month or by the yearor otherwise, unless such compensation is expressly provided in a duly authorized written agreement with thecorporation.         3.6      Vacancies.  The Board of Directors may fill any vacancy occurring in any office for any reason                  ---------and may, in its discretion, leave unfilled for such period as it may determine any offices other than those ofPresident, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of suchofficer's predecessor and until such officer's successor is elected and qualified, or until such officer's earlierdeath, resignation or removal.         3.7      Chairman of the Board and Vice-Chairman of the Board.  The Board of Directors may appoint from                  ----------------------------------------------------its members a Chairman of the Board.  If the Board of Directors appoints a Chairman of the Board, such Chairmanshall perform such duties and possess such powers as are assigned by the Board of Directors.  If the Board ofDirectors appoints a Vice-Chairman of the Board, he shall, in the absence or disability of the Chairman of theBoard, perform the duties and exercise the powers of the Chairman of the Board and shall perform such otherduties and possess such other powers as may from time to time be vested in him by the Board of Directors.  Unlessotherwise provided by the Board of Directors, the Chairman of the Board shall preside at all meetings of theBoard of Directors and stockholders.         3.8      President; Chief Executive Officer.  The President shall, unless otherwise determined by the                  ----------------------------------Board of Directors, be the Chief Operating Officer of the corporation.  The President may also be the ChiefExecutive Officer of the corporation, unless the Board of Directors has designated another person to serve asChief Executive Officer of the corporation.  The President shall, subject to the direction of the Board ofDirectors, have general charge and supervision of the business of the corporation.  The President shall performsuch other duties and shall possess such other powers as the Board of Directors may from time to time prescribe.         3.9      Vice Presidents.  Any Vice President shall perform such duties and possess such powers as the                  ---------------Board of Directors or the President may from time to time prescribe.  In the event of the absence, inability orrefusal to act of the President, the Vice President (or if there shall be more than one, the Vice Presidents inthe order determined by the Board of Directors) shall perform the duties of the President and when so performingshall have all the powers of and be subject to all the restrictions upon the President.  The Board of Directorsmay assign to any Vice President the title of Executive Vice President, Senior Vice President or any other titleselected by the Board of Directors.         3.10     Secretary and Assistant Secretaries.  The Secretary shall perform such duties and shall have                  -----------------------------------such powers as the Board of Directors or the President may from time to time prescribe.  In addition, theSecretary shall perform such duties and have such powers as are incident to the office of the secretary,including without limitation the duty and power to give notices of all meetings of stockholders and specialmeetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep arecord of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses asrequired, to be custodian of corporate records and the corporate seal and to affix and attest to the same ondocuments.Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, thePresident or the Secretary may from time to time prescribe.  In the event of the absence, inability or refusal toact of the Secretary, the Assistant Secretary, (or if there shall be more than one, the Assistant Secretaries inthe order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, thechairman of the meeting shall designate a temporary secretary to keep a record of the meeting.         3.11     Treasurer and Assistant Treasurers.  The Treasurer shall perform such duties and shall have                  ----------------------------------such powers as may from time to time be assigned to him by the Board of Directors or the President.  In addition,the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer,including without limitation the duty and power to keep and be responsible for all funds and securities of thecorporation, to deposit funds of the corporation in depositories selected in accordance with these By-Laws, todisburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render asrequired by the Board of Directors statements of all such transactions and of the financial condition of thecorporation.The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, thePresident or the Treasurer may from time to time prescribe.  In the event of the absence, inability or refusal toact of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers inthe order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.         3.12     Bonded Officers.  The Board of Directors may require any officer to give the corporation a bond                  ---------------in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors upon such termsand conditions as the Board of Directors, may specify, including without limitation a bond for the faithfulperformance of his duties and for the restoration to the corporation of all property in his possession or underhis control belonging to the corporation.         3.13     Salaries.  Officers of the corporation shall be entitled to such salaries, compensation or                  --------reimbursement as shall be fixed or allowed from time to time by the Board of Directors.                                             ARTICLE 4 - Capital Stock                                             -------------------------         4.1      Issuance of Stock.  Unless otherwise voted by the stockholders and subject to the provisions of                  -----------------the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stockof the corporation or the whole or any part of any shares of the authorized capital stock of the corporation heldin the corporation's treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board ofDirectors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.         4.2      Certificates of Stock.  Every holder of stock of the corporation shall be entitled to have a                  ---------------------certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number andclass of shares owned by such holder in the corporation.  Each such certificate shall be signed by, or in thename of the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President ora Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of thecorporation.  Any or all of the signatures on the certificate may be a facsimile.Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificateof Incorporation, the By-Laws, applicable securities laws or any agreement among any number of stockholders oramong such holders and the corporation shall have conspicuously noted on the face or back of the certificateeither the full text of the restriction or a statement of the existence of such restriction.         4.3      Transfers.  Subject to the restrictions, if any, stated or noted on the stock certificates,                  ---------shares of stock may be transferred on the books of the corporation by the surrender to the corporation or itstransfer agent of the certificate representing such shares properly endorsed or accompanied by a writtenassignment or power of attorney properly executed, and with such proof of authority or the authenticity ofsignature as the corporation or its transfer agent may reasonably require.  Except as may be otherwise requiredby law, by the Certificate of Incorporation or by these By-Laws, the corporation shall be entitled to treat therecord holder of stock as shown on its books as the owner of such stock for all purposes, including the paymentof dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or otherdisposition of such stock until the shares have been transferred on the books of the corporation in accordancewith the requirements of these By-Laws.         4.4      Lost, Stolen or Destroyed Certificates.  The corporation may issue a new certificate of stock                  --------------------------------------in place of any previously issued certificate alleged to have been lost, stolen, or destroyed, upon such termsand conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of suchloss, theft or destruction and the giving of such indemnity as the Board of Directors may require for theprotection of the corporation or any transfer agent or registrar.         4.5      Record Date.  The Board of Directors may fix in advance a date as a record date for the                  -----------determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to expressconsent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action.  Such record date shall not be more than 60 nor less than10 days before the date of such meeting, nor more than 60 days prior to any other action to which such recorddate relates.If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at ameeting of stockholders shall be at the close of business on the day before the day on which notice is given, or,if notice is waived, at the close of business on the day before the day on which the meeting is held.  The recorddate for determining stockholders entitled to express consent to corporate action in writing without a meeting,when no prior action by the Board of Directors is necessary, shall be the day on which the first written consentis expressed.  If no record date if fixed, the record date for determining stockholders for any other purposeshall be at the close of business on the day on which the Board of Directors adopts the resolution relating tosuch purpose.A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shallapply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record datefor the adjourned meeting.                                            ARTICLE 5 - Indemnification                                            ---------------------------The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware,as that Section may be amended and supplemented from time to time, indemnify any director, officer or trusteewhich it shall have power to indemnify under that Section against any expenses, liabilities or other mattersreferred to in or covered by that Section.  The indemnification provided for in this Article (i) shall not bedeemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement orvote of stockholders or disinterested directors or otherwise, both as to action in their official capacities andas to action in another capacity while holding such office, (ii) shall continue as to a person who has ceased tobe a director, officer or trustee and (iii) shall inure to the benefit of the heirs, executors and administratorsof such a person.  The corporation's obligation to provide indemnification under this Article shall be offset tothe extent of any other source of indemnification or any otherwise applicable insurance coverage under a policymaintained by the corporation or any other person.To assure indemnification under this Article of all such persons who are determined by the corporation orotherwise to be or to have been "fiduciaries" of any employee benefit plan of the corporation which may existfrom time to time, such Section 145 shall, for the purposes of this Article, be interpreted as follows:  an"other enterprise" shall be deemed to include such an employee benefit plan, including, without limitation, anyplan of the corporation which is governed by the Act of Congress entitled "Employee Retirement Income SecurityAct of 1974", as amended from time to time; the corporation shall be deemed to have requested a person to servean employee benefit plan where the performance by such person of his duties to the corporation also imposesduties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of theplan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congressshall be deemed "fines"; and action taken or omitted by a person with respect to an employee benefit plan in theperformance of such person's duties for a purpose reasonably believed by such person to be in the interest of theparticipants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the bestinterests of the corporation.                                          ARTICLE 6 - General Provisions                                          ------------------------------         6.1      Fiscal Year.  Except as from time to time otherwise designated by the Board of Directors, the                  -----------fiscal year of the corporation shall begin on the first day of January in each year and end on the last day ofDecember in each year.         6.2      Corporate Seal.  The corporate seal shall be in such form as shall be approved by the Board of                  --------------Directors.         6.3      Execution of Instruments.  The President or the Treasurer shall have power to execute and                  ------------------------deliver on behalf and in the name of the corporation any instrument requiring the signature of an officer of thecorporation, except as otherwise provided in these By-Laws, or where the execution and delivery of such aninstrument shall be expressly delegated by the Board of Directors to some other officer or agent of thecorporation.         6.4      Waiver of Notice.  Whenever notice is required to be given by law, by the Certificate of                  ----------------Incorporation or by these By-Laws, a written waiver, signed by the person entitled to notice or a waiver byelectronic transmission by the person entitled to notice, whether before, at or after the time stated in suchwaiver, or the attendance of such person at such meeting shall be deemed equivalent to such notice.         6.5      Voting of Securities.  Except as the Board of Directors may otherwise designate, the President                  --------------------or the Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy orattorney-in-fact for this corporation (with or without power of substitution) at any meeting of stockholders orshareholders of any other corporation or organization, the securities of which may be held by this corporation.         6.6      Evidence of Authority.  A certificate by the Secretary, or an Assistant Secretary, or a                  ---------------------temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer orrepresentative of the corporation shall as to all persons who rely on the certificate in good faith be conclusiveevidence of such action.         6.7      Certificate of Incorporation.  All references in these By-Laws to the Certificate of                  ----------------------------Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and ineffect from time to time.         6.8      Transactions with Interested Parties.  No contract or transaction between the corporation and                  ------------------------------------one or more of the directors or officers, or between the corporation and any other corporation, partnership,association, or other organization in which one or more of the directors or officers are directors or officers,or have a financial interest, shall be void or voidable solely for this reason, or solely because the director orofficer is present at or participates in the meeting of the Board of Directors or a committee of the Board ofDirectors at which the contract or transaction is authorized or solely because any such director's or officer'svotes are counted for such purpose, if:                  (a)      The material facts as to the director or officer's relationship or interest and as tothe contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Boardor committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of thedisinterested directors, even though the disinterested directors be less than a quorum;                  (b)      The material facts as to the director's or officer's relationship or interest and asto the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon; and thecontract or transaction is specifically approved in good faith by vote of the stockholders; or                  (c)      The contract or transaction is fair as to the corporation as of the time it isauthorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or thestockholders.Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Boardof Directors or of a committee which authorizes the contract or transaction.         6.9      Severability.  Any determination that any provision of these By-Laws is for any reason                  ------------inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws.         6.10     Pronouns.  All pronouns used in these By-Laws shall be deemed to refer to the masculine,                  --------feminine or neuter, singular or plural, as the identity of the person or persons may require.                                              ARTICLE 7 - Amendments                                              ----------------------         7.1      By the Board of Directors.  These By-Laws may be altered, amended or repealed or new by-laws                  -------------------------may be adopted by the affirmative vote of a majority of the directors present at any regular or special meetingof the Board of Directors at which a quorum is present.         7.2      By the Stockholders.  These By-Laws may be altered, amended or repealed or new by-laws may be                  -------------------adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of thecorporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any specialmeeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new by-laws shallhave been stated in the notice of such special meeting.         7.3      Certain Amendments.  Notwithstanding any other provisions of law, these By-Laws or the                  ------------------Certificate of Incorporation, and notwithstanding the fact that a lesser percentage may be specified by law, theaffirmative vote of the holders of at least eighty percent (80%) of the votes which all of the stockholders wouldbe entitled to cast at an annual election of directors or class of directors shall be required to amend orrepeal, or to adopt any provision inconsistent with, Sections 1.10, 2.2, 2.3, 2.4 or 2.13 of these By-Laws.The following sections were amended effective January 16, 2001:  1.1, 1.2, 1.4 , 1.5, 1.6, 1.7, 1.8, 1.9, 1.11,2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.12, 2.14, 3.1, 3.4, 3.5, 3.6, 3.7, 3.8, 3.10, 4.1, 4.2, 4.5, 6.4, 6.5 and 6.8The following sections were amended effective February 9, 2001:  1.12 and 1.13The following sections were amended effective May 1, 2001: 1.6, 2.5, 2.8, 2.9 and 2.10