**Exhibit 3.2**

**SECOND AMENDED AND RESTATED BYLAWSOFZORAN CORPORATION**

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**TABLE OFCONTENTS**
|         | ** ** | ** **                                    | ** ** | ** ** |
|---------|------------|-----------------------------------------------|------------|------------|
|    |       |                                          |       |       |
| ARTICLE | I          | OFFICES                                       |       |       |
| 1.      |       | Registered  Office                            |       |       |
| 2.      |       | Other  Offices                                |       |       |
| ARTICLE | II         | CORPORATE SEAL                                |       |       |
| 3.      |       | Corporate  Seal                               |       |       |
| ARTICLE | III        | STOCKHOLDERS’  MEETINGS                  |       |       |
| 4.      |       | Place  of Meeting                             |       |       |
| 5.      |       | Annual  Meeting                               |       |       |
| 6.      |       | Special  Meetings                             |       |       |
| 7.      |       | Notice  of Meetings                           |       |       |
| 8.      |       | Quorum                                        |       |       |
| 9.      |       | Adjournment  and Notice of Adjourned Meetings |       |       |
| 10.     |       | Voting  Rights                                |       |       |
| 11.     |       | Joint  Owners of Stock                        |       |       |
| 12.     |       | List  of Stockholders                         |       |       |
| 13.     |       | Action without Meeting                        |       |       |
| 14.     |       | Organization  and Conduct of Meetings         |       |       |
| ARTICLE | IV         | DIRECTORS                                     |       |       |
| 15.     |       | Number and Term of  Office                    |       |       |
| 16.     |       | Powers                                        |       |       |
| 17.     |       | Vacancies                                     |       |       |
| 18.     |       | Resignation                                   |       |       |
| 19.     |       | Removal                                       |       |       |
| 20.     |       | Meetings                                      |       |       |
| 21.     |       | Quorum  and Voting                            |       |       |
| 22.     |       | Action Without Meeting                        |       |       |
| 23.     |       | Fees  and Compensation                        |       |       |
| 24.     |       | Committees                                    |       |       |
| 25.     |       | Organization                                  |       |       |
| 26.     |       | Nominations of  Director Candidates           |       |       |

 

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|         | ** ** | ** **                                                                            | ** ** | ** ** |
|---------|------------|---------------------------------------------------------------------------------------|------------|------------|
|    | ** ** | ** **                                                                            | ** ** | ** ** |
| ARTICLE | V          | OFFICERS                                                                              |       |       |
| 27.     |       | Officers  Designated                                                                  |       |       |
| 28.     |       | Tenure and Duties of  Officers                                                        |       |       |
| 29.     |       | Resignations                                                                          |       |       |
| 30.     |       | Removal                                                                               |       |       |
| ARTICLE | VI         | EXECUTION OF  CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION |       |       |
| 31.     |       | Execution of  Corporate Instruments                                                   |       |       |
| 32.     |       | Voting of  Securities Owned by the Corporation                                        |       |       |
| ARTICLE | VII        | SHARES OF STOCK                                                                       |       |       |
| 33.     |       | Form and  Execution of Certificates                                                   |       |       |
| 34.     |       | Lost  Certificates                                                                    |       |       |
| 35.     |       | Transfers                                                                             |       |       |
| 36.     |       | Fixing  Record Dates                                                                  |       |       |
| 37.     |       | Registered Stockholders                                                               |       |       |
| ARTICLE | VIII       | OTHER  SECURITIES OF THE CORPORATION                                                  |       |       |
| 38.     |       | Execution of Other  Securities                                                        |       |       |
| ARTICLE | IX         | DIVIDENDS                                                                             |       |       |
| 39.     |       | Declaration of  Dividends                                                             |       |       |
| 40.     |       | Dividend  Reserve                                                                     |       |       |
| ARTICLE | X          | FISCAL YEAR                                                                           |       |       |
| 41.     |       | Fiscal  Year                                                                          |       |       |
| ARTICLE | XI         | INDEMNIFICATION                                                                       |       |       |
| 42.     |       | Indemnification  of Officers, Directors, Employees and Other Agents                   |       |       |
| ARTICLE | XII        | NOTICES                                                                               |       |       |
| 43.     |       | Notices                                                                               |       |       |
| ARTICLE | XIII       | AMENDMENTS                                                                            |       |       |
| 44.     |       | Amendments                                                                            |       |       |
|         |            |                                                                                       |            |            |  |

 

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**SECONDAMENDED AND RESTATED BYLAWSOFZORAN CORPORATION**

**(aDelaware corporation)**

**ARTICLEIOffices**

1.                                       *Registered Office*.  The registered office of the corporation inthe State of Delaware shall be in the City of Wilmington, County of Newcastle.

2.                                       *Other Offices*.  The corporation shall also have and maintainan office or principal place of business in Santa Clara, California, at suchplace as may be fixed by the Board of Directors, and may also have offices atsuch other places, both within and without the State of Delaware as the Boardof Directors may from time to time determine or the business of the corporationmay require.

**ARTICLEIICorporate Seal**

3.                                       *Corporate Seal*.  The corporate seal shall consist of a diebearing the name of the corporation and the inscription, “Corporate SealDelaware.” Said seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

**ARTICLEIIIStockholders’ Meetings**

4.                                       *Place of Meeting*.  Meetings of the stockholders of thecorporation shall be held at such place, either within or without the State ofDelaware, as may be designated from time to time by the Board of Directors, or,if not so designated, then at the office of the corporation required to bemaintained pursuant to Section 2 hereof.

5.                                       *Annual Meeting*.  The annual meeting of the stockholders of thecorporation for the purpose of election of Directors and for such otherbusiness as may lawfully come before it shall be held on such date and at suchtime as may be designated from time to time by the Board of Directors.

6.                                       *Special Meetings*.  Special meetings of the stockholders of thecorporation may be called, for any purpose or purposes, by the Chairman of theBoard of Directors, the President or the Board of Directors at any time.

7.                                       *Notice of Meetings*.  Except as otherwise provided by law or theCertificate of Incorporation, written notice of each meeting of stockholdersshall be given not less than ten (10) nor more than sixty (60) days before thedate of the meeting to each stockholder entitled to vote at such meeting, suchnotice to specify the place, date and hour and purpose or purposes of themeeting.  Notice of the time, place andpurpose of any meeting of stockholders may be waived in writing, signed by theperson entitled to notice thereof, either before or after such meeting, andwill be waived by any stockholder by his attendance thereat in person or byproxy, except when the stockholder attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened.  Any stockholder so waiving notice of suchmeeting shall be bound by the proceedings of any such meeting in all respectsas if due notice thereof had been given.

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8.                                       *Quorum*.  At all meetings of stockholders, except whereotherwise provided by statute or by the Certificate of Incorporation, or bythese Bylaws, the presence, in person or by proxy duly authorized, of theholders of a majority of the outstanding shares of stock entitled to vote shallconstitute a quorum for the transaction of business.  Any shares, the voting of which at saidmeeting has been enjoined, or which for any reason cannot be lawfully voted atsuch meeting, shall not be counted to determine a quorum at such meeting.  In the absence of a quorum any meeting ofstockholders may be adjourned, from time to time, by vote of the holders of amajority of the shares represented thereat, but no other business shall betransacted at such meeting.  The stockholderspresent at a duly called or convened meeting, at which a quorum is present, maycontinue to transact business until adjournment, notwithstanding the withdrawalof enough stockholders to leave less than a quorum.  Except as otherwise provided by law, theCertificate of Incorporation or these Bylaws, all action taken by the holdersof a majority of the voting power represented at any meeting at which a quorumis present shall be valid and binding upon the corporation.

9.                                       *Adjournment and Notice ofAdjourned Meetings*.  Any meetingof stockholders, whether annual or special, may be adjourned from time to timeby the vote of a majority of the shares, the holders of which are presenteither in person or by proxy.  When ameeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken.  At theadjourned meeting the corporation may transact any business which might havebeen transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the meeting.

10.                                 *Voting Rights*.  For the purpose of determining thosestockholders entitled to vote at any meeting of the stockholders, except asotherwise provided by law, only persons in whose names shares stand on thestock records of the corporation on the record date, as provided in Section 12of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote or executeconsents shall have the right to do so either in person or by an agent oragents authorized by a written proxy executed by such person or his dulyauthorized agent, which proxy shall be filed with the Secretary at or beforethe meeting at which it is to be used. An agent so appointed need not be a stockholder.  No proxy shall be voted on after three (3)years from its date of creation unless the proxy provides for a longerperiod.  All elections of Directors shallbe by written ballot, unless otherwise provided in the Certificate ofIncorporation.

11.                                 *Joint Owners of Stock*.  If shares or other securities having votingpower stand of record in the names of two (2) or more persons, whetherfiduciaries, members of a partnership, joint tenants, tenants in common,tenants by the entirety, or otherwise, or if two (2) or more persons have thesame fiduciary relationship respecting the same shares, unless the Secretary isgiven written notice to the contrary and is furnished with a copy of theinstrument or order appointing them or creating the relationship wherein it isso provided, their acts with respect to voting shall have the following effect:(a) if only one (1) votes, his act binds all; (b) if more than one (1) votes,the act of the majority so voting binds all; (c) if more than one (1) votes,but the vote is evenly split on any particular matter, each faction may votethe securities in question proportionally, or may apply to the Delaware Courtof Chancery for relief as provided in the General Corporation Law of Delaware,Section 217(b).  If the instrument filedwith the Secretary shows that any such tenancy is held in unequal interests, amajority or even-split for the purpose of this subsection (c) shall be amajority or even-split in interest.

12.                                 *List of Stockholders*.  The Secretary shall prepare and make, atleast ten (10) days before every meeting of stockholders, a complete list ofthe stockholders entitled to vote at said meeting, arranged in alphabeticalorder, showing the address of each stockholder and the number of sharesregistered in the name of each stockholder. Such list shall be open to the examination of any stockholder, 

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for any purpose germane to the meeting, duringordinary business hours, for a period of at least ten (10) days prior to themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or, if notspecified, at the place where the meeting is to be held.  The list shall be produced and kept at thetime and place of meeting during the whole time thereof, and may be inspectedby any stockholder who is present.

13.                                 *Action without Meeting*.  Unless otherwise provided inthe Certificate of incorporation, any action required by statute to be taken atany annual or special meeting of the stockholders, or any action which may betaken at any annual or special meeting of the stockholders, may be takenwithout a meeting, without prior notice and without a vote, if a consent inwriting, setting forth the action so taken, shall be signed by the holders ofoutstanding stock having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted.  Prompt notice of the taking of the corporateaction without a meeting by less than unanimous written consent shall be givento those stockholders who have not consented in writing.

14.                                 *Organization and Conduct ofMeetings*. At every meeting of stockholders, the Chairman of the Board ofDirectors, or, if a Chairman has not been appointed or is absent, thePresident, or, if the President is absent, the most senior Vice Presidentpresent, or in the absence of any such officer, a chairman of the meetingchosen by a majority in interest of the stockholders entitled to vote, presentin person or by proxy, shall act as chairman of the meeting.  The Secretary, or, in his absence, anAssistant Secretary directed to do so by the President, shall act as secretaryof the meeting.  Unless otherwiseapproved by the chairman of the meeting, attendance at a meeting ofstockholders meeting is restricted to stockholders of record, personsauthorized in accordance with Section 10 of these Bylaws to act by proxy, andofficers of the corporation.

The chairman of the meeting shall call the meeting toorder, establish the agenda, and conduct the business of the meeting inaccordance therewith or, at the chairman’s discretion, it may be conductedotherwise in accordance with the wishes of the stockholders in attendance.  The date and time of the opening and closingof the polls for each matter upon which the stockholders will vote at themeeting shall be announced at the meeting.

The chairman of the meeting shall conduct the meetingin an orderly manner, rule on the precedence of, and procedure on, motions andother procedural matters, and exercise discretion with respect to suchprocedural matters with fairness and good faith toward all those entitled totake part.  The chairman of the meetingmay impose reasonable limits on the amount of time taken up at the meeting ondiscussion in general or on remarks by any one stockholder.  Should any person in attendance become unrulyor obstruct the meeting proceedings, the chairman of the meeting shall have thepower to have such person removed from participation.  Notwithstanding anything in these Bylaws tothe contrary, no business shall be conducted at a meeting of the stockholdersexcept in accordance with the procedures set forth in this Section 14.  The chairman of a meeting shall, if the factswarrant, determine and declare to the meeting that any proposed item ofbusiness was not brought before the meeting in accordance with the provisionsof this Section 14, and if he should so determine, he shall so declare to themeeting and any such business not properly brought before the meeting shall notbe transacted.

**ARTICLEIVDirectors**

15.                                 *Number and Term of Office*.  The number of Directors whichshall constitute the whole of the Board of Directors shall be eight (8).  Except as provided in Section 17, theDirectors shall be elected by the stockholders at their annual meeting in eachyear and shall hold office until the next annual 

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meeting and until their successors shall be dulyelected and qualified.  Directors neednot be stockholders unless so required by the Certificate of Incorporation.  If for any cause, the Directors shall nothave been elected at an annual meeting, they may be elected as soon thereafteras convenient at a special meeting of the stockholders called for that purposein the manner provided in these Bylaws.

16.                                 *Powers*.  The powers of the corporation shall beexercised, its business conducted and its property controlled by the Board ofDirectors, except as may be otherwise provided by statute or by the Certificateof Incorporation.

17.                                 *Vacancies*.  Unless otherwise provided in the Certificateof Incorporation, vacancies and newly created directorships resulting from anyincrease in the authorized number of Directors may be filled by a majority ofthe Directors then in office, although less than a quorum, or by a sole remainingDirector, and each Director so elected shall hold office for the unexpiredportion of the term of the Director whose place shall be vacant and until hissuccessor shall have been duly elected and qualified.  A vacancy in the Board of Directors shall bedeemed to exist under this Section 17 in the case of the death, removal orresignation of any Director, or if the stockholders fail at any meeting ofstockholders at which Directors are to be elected (including any meetingreferred to in Section 19 below) to elect the number of Directors thenconstituting the whole Board of Directors.

18.                                 *Resignation*.  Any Director may resign at any time bydelivering his written resignation to the Secretary, such resignation tospecify whether it will be effective at a particular time, upon receipt by theSecretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall bedeemed effective at the pleasure of the Board of Directors.  When one or more Directors shall resign fromthe Board of Directors, effective at a future date, a majority of the Directorsthen in office, including those who have so resigned, shall have power to fillsuch vacancy or vacancies, the vote thereon to take effect when suchresignation or resignations shall become effective, and each Director so chosenshall hold office for the unexpired portion of the term of the Director whoseplace shall be vacated and until his successor shall have been duly elected andqualified.

19.                                 *Removal*.  At a special meeting of stockholders calledfor the purpose in the manner hereinabove provided, the Board of Directors, orany individual Director, may be removed from office, with or without cause, anda new Director or Directors elected by a vote of stockholders holding amajority of the outstanding shares entitled to vote at an election ofDirectors.

20.                                 *Meetings*.

(a)                                  *Annual Meetings*. The annual meeting of the Board of Directors shall be held immediatelyafter the annual meeting of stockholders and at the place where such meeting isheld.  No notice of an annual meeting ofthe Board of Directors shall be necessary and such meeting shall be held forthe purpose of electing officers and transacting such other business as maylawfully come before it.

(b)                                 *Regular Meetings*. Except as hereinafter otherwise provided, regular meetings of the Boardof Directors shall be held in the office of the corporation required to bemaintained pursuant to Section 2 hereof. Unless otherwise restricted by the Certificate of Incorporation, regularmeetings of the Board of Directors may also be held at any place within orwithout the State of Delaware which has been designated by resolution of theBoard of Directors or the written consent of all Directors.

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(c)                                  *Special Meetings*. Unless otherwise restricted by the Certificate of Incorporation, specialmeetings of the Board of Directors may be held at any time and place within orwithout the State of Delaware whenever called by the President or a majority ofthe Directors.

(d)                                 *Telephone Meetings*. Any member of the Board of Directors, or of any committee thereof, mayparticipate in a meeting by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in a meeting by such means shallconstitute presence in person at such meeting.

(e)                                  *Notice of Meetings*. Written notice of the time and place of all regular and special meetingsof the Board of Directors shall be given at least one (1) day before the dateof the meeting.  Notice of any meetingmay be waived in writing at any time before or after the meeting and will bewaived by any Director by attendance thereat, except when the Director attendsthe meeting for the express purpose of objecting, at the beginning of themeeting, to the transaction of any business because the meeting is not lawfullycalled or convened.

(f)                                    *Waiver of Notice*. The transaction of all business at any meeting of the Board ofDirectors, or any committee thereof, however called or noticed, or whereverheld, shall be as valid as though had at a meeting duly held after regular calland notice, if a quorum be present and if, either before or after the meeting,each of the Directors not present shall sign a written waiver of notice, or a consentto holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shallbe filed with the corporate records or made a part of the minutes of themeeting.

21.                                 *Quorum and Voting*.

(a)                                  *Quorum *Unless the Certificate of Incorporation requires agreater number, a quorum of the Board of Directors shall consist of a majorityof the exact number of Directors fixed from time to time in accordance withSection 15 of these Bylaws, but not less than one (1); provided, however, atany meeting whether a quorum be present or otherwise, a majority of theDirectors present may adjourn from time to time until the time fixed for thenext regular meeting of the Board of Directors, without notice other than byannouncement at the meeting.

(b)                                 *Majority Vote*. At each meeting of the Board of Directors at which a quorum is presentall questions and business shall be determined by a vote of a majority of theDirectors present, unless a different vote be required by law, the Certificateof Incorporation or these Bylaws.

22.                                 *Action Without Meeting*.  Unless otherwise restricted bythe Certificate of Incorporation or these Bylaws, any action required orpermitted to be taken at any meeting of the Board of Directors or of anycommittee thereof may be taken without a meeting, if all members of the Boardof Directors or committee, as the case may be, consent thereto in writing, andsuch writing or writings are filed with the minutes of proceedings of the Boardof Directors or committee.

23.                                 *Fees and Compensation*.  Directors shall not receive any stated salaryfor their services as Directors, but by resolution of the Board of Directors afixed fee, with or without expense of attendance, may be allowed for attendanceat each meeting and at each meeting of any committee of the Board ofDirectors.  Nothing herein containedshall be construed to preclude any Director from serving the corporation in anyother capacity as an officer, agent, employee, or otherwise and receivingcompensation therefor.

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24.                                 *Committees*.

(a)                                  *Executive Committee*. The Board of Directors may by resolution passed by a majority of thewhole Board of Directors, appoint an Executive Committee to consist of one (1)or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and specificallygranted by the Board of Directors, shall have and may exercise when the Boardof Directors is not in session all powers of the Board of Directors in themanagement of the business and affairs of the corporation, including, withoutlimitation, the power and authority to declare a dividend or to authorize theissuance of stock, except such committee shall not have the power or authorityto amend the Certificate of Incorporation, to adopt an agreement of merger or consolidation,to recommend to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, to recommend to thestockholders of the corporation a dissolution of the corporation or arevocation of a dissolution or to amend these Bylaws.

(b)                                 *Other Committees*. The Board of Directors may, by resolution passed by a majority of thewhole Board of Directors, from time to time appoint such other committees asmay be permitted by law.  Such othercommittees appointed by the Board of Directors shall consist of one (1) or moremembers of the Board of Directors, and shall have such powers and perform suchduties as may be prescribed by the resolution or resolutions creating suchcommittees, but in no event shall any such committee have any of the powersdenied to the Executive Committee in these Bylaws.

(c)                                  *Term*. The members of all committees of the Board of Directors shall serve aterm coexistent with that of the Board of Directors which shall have appointedsuch committee.  The Board of Directors,subject to the provisions of subsections (a) or (b) of this Section 24, may atany time increase or decrease the number of members of a committee or terminatethe existence of a committee.  Themembership of a committee member shall terminate on the date of his death orvoluntary resignation.  The Board ofDirectors may at any time for any reason remove any individual committee memberand the Board of Directors may fill any committee vacancy created by death,resignation, removal or increase in the number of members of thecommittee.  The Board of Directors maydesignate one or more Directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee, and,in addition, in the absence or disqualification of any member of a committee,the member or members thereof present at any meeting and not disqualified fromvoting, whether or not he or they constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in the place ofany such absent or disqualified member.

(d)                                 *Meetings*. Unless the Board of Directors shall otherwise provide, regular meetingsof the Executive Committee or any other committee appointed pursuant to this Section24 shall be held at such times and places as are determined by the Board ofDirectors, or by any such committee, and when notice thereof has been given toeach member of such committee, no further notice of such regular meetings needbe given thereafter.  Special meetings ofany such committee may be held at the principal office of the corporationrequired to be maintained pursuant to Section 2 hereof, or at any place whichhas been designated from time to time by resolution of such committee or by writtenconsent of all members thereof, and may be called by any Director who is amember of such committee, upon written notice to the members of such committeeof the time and place of such special meeting given in the manner provided forthe giving of written notice to members of the Board of Directors of the timeand place of special meetings of the Board of Directors.  Notice of any special meeting of anycommittee may be waived in writing at any time before or after the meeting andwill be waived by any Director by attendance thereat, except when the Directorattends such special meeting for the express purpose 

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of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. A majority of the authorized number of members of any such committeeshall constitute a quorum for the transaction of business, and the act of amajority of those present at any meeting at which a quorum is present shall bethe act of such committee.

25.                                 *Organization*.  At every meeting of the Directors, theChairman of the Board of Directors, or, if a Chairman has not been appointed oris absent, the President, or if the President is absent, the most senior VicePresident, or, in the absence of any such officer, a chairman of the meetingchosen by a majority of the Directors present, shall preside over themeeting.  The Secretary, or in hisabsence, an Assistant Secretary directed to do so by the President, shall actas secretary of the meeting.

26.                                 *Nominations of DirectorCandidates*.

(a)                                  *Nomination Procedures*. Subject to the rights of holders of any class or series of ReferredStock then outstanding, nominations for the election of Directors may be madeby the Board of Directors, or a committee appointed by the Board of Directors,or by any stockholder entitled to vote in the election of Directorsgenerally.  However, any stockholderentitled to vote in the election of Directors generally may nominate one ormore persons for election as Directors at a meeting only if timely notice ofsuch stockholder’s intent to make such nomination or nominations has been givenin writing to the Secretary.  To betimely, a stockholder nomination of a Director to be elected at an annualmeeting shall be received at the corporation’s principal executive offices notless than one hundred twenty (120) calendar days in advance of the date thatthe corporation’s proxy statement was released to stockholders in connectionwith the previous year’s annual meeting of stockholders, except that if noannual meeting was held in the previous year or the date of the annual meetinghas been advanced by more than thirty (30) calendar days from the datecontemplated at the time of the previous year’s proxy statement, notice by thestockholders to be timely must be received not later than the close of businesson the tenth day following the day on which the public announcement of the dateof such meeting is first made.  Each suchnotice shall set forth: (a) the name and address of the stockholder who intendsto make the nomination and of the person or persons to be nominated; (b) arepresentation that the stockholder is a holder of record of stock of thecorporation entitled to vote for the election of Directors on the date of suchnotice and intends to appear in person or by proxy at the meeting to nominatethe person or persons specified in the notice; (c) a description of allarrangements or understandings between the stockholder and each nominee and anyother person or persons (naming such person or persons) pursuant to which thenomination or nominations are to be made by the stockholder; (d) such otherinformation regarding each nominee proposed by such stockholder as would berequired to be included in a proxy statement filed pursuant to the proxy rulesof the Securities and Exchange Commission, had the nominee been nominated, orintended to be nominated, by the Board of Directors; and (e) the consent ofeach nominee to serve as a director of the corporation if so elected.  For purposes of this Section 26, “publicannouncement” shall mean disclosure in a press release reported by the DowJones News Service, Associated Press or comparable national news service or ina document publicly filed by the Company with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”). Notwithstanding the foregoing provisions of this Section 26,stockholders shall also comply with all applicable requirements of the ExchangeAct and the rules and regulations thereunder with respect to the matters setforth in this Section 26.  Nothing inthis Section 26 shall be deemed to affect any rights of stockholders to requestinclusion of proposals in the corporation’s proxy statement pursuant to Rule14a-8 under the Exchange Act.

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(b)                                 *Substitute Nominees*. In the event that a person is validly designated as a nominee inaccordance with this Section 26 and shall thereafter become unable or unwillingto stand for election to the Board of Directors, the Board of Directors or thestockholder who proposed such nominee, as the case may be, may designate asubstitute nominee upon delivery, not fewer than five (5) days prior to thedate of the meeting for the election of such nominee, of a written notice tothe Secretary setting forth such information regarding such substitute nomineeas would have been required to be delivered to the Secretary pursuant to thisSection 26 had such substitute nominee been initially proposed as a nominee.  Such notice shall include a signed consent ofeach such substitute nominee to serve as a director of the corporation, ifelected.

(c)                                  *Nominations Not in AccordanceWith This Section*.  If the chairman of the meeting for theelection of Directors determines that a nomination of any candidate forelection as a Director at such meeting was not made in accordance with theapplicable provisions of this Section 26, such nomination shall be void;provided, however, that nothing in this Section 26 shall be deemed to limit anyvoting rights upon the occurrence of dividend arrearages provided to holders ofPreferred Stock pursuant to the Preferred Stock designation for any series ofPreferred Stock.

**ARTICLEVOfficers**

27.                                 *Officers Designated*.  The officers of the corporation shall be theChairman of the Board of Directors, the President, one or more Vice Presidents,the Secretary and the Chief Financial Officer, all of whom shall be elected atthe annual meeting of the Board of Directors. The order of the seniority of the Vice Presidents shall be in the orderof their nomination, unless otherwise determined by the Board ofDirectors.  The Board of Directors mayalso appoint such other officers and agents with such powers and duties as itshall deem necessary.  The Board ofDirectors may assign such additional titles to one or more of the officers asit shall deem appropriate.  Any oneperson may hold any number of offices of the corporation at any one time unlessspecifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporationshall be fixed by or in the manner designated by the Board of Directors.

28.                                 *Tenure and Duties of Officers*.

(a)                                  *General*. All officers shall hold office at the pleasure of the Board of Directorsand until their successors shall have been duly elected and qualified, unlesssooner removed.  Any officer elected orappointed by the Board of Directors may he removed at any time by the Board ofDirectors.  If the office of any officerbecomes vacant for any reason, the vacancy may be filled by the Board ofDirectors.

(b)                                 *Duties of Chairman of the Boardof Directors*.  The Chairman of the Board of Directors, whenpresent, shall preside at all meetings of the stockholders and the Board ofDirectors.  The Chairman of the Board ofDirectors shall perform other duties commonly incident to his office and shallalso perform such other duties and have such other powers as the Board ofDirectors shall designate from time to time.

(c)                                  *Duties of President*. The President shall preside at all meetings of the stockholders and atall meetings of the Board of Directors, unless the Chairman of the Board ofDirectors has been appointed and is present. The President shall be the chief executive officer of the corporationand shall, subject to the control of the Board of Directors, have generalsupervision, direction and control of the business and officers of thecorporation.  The President shall performother duties commonly incident to his office and shall also perform such otherduties and have such other powers as the Board of Directors shall designatefrom time to time.

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(d)                                 *Duties of Vice Presidents*. The Vice Presidents, in the order of their seniority, may assume andperform the duties of the President in the absence or disability of thePresident or whenever the office of President is vacant.  The Vice Presidents shall perform otherduties commonly incident to their office and shall also perform such otherduties and have such other powers as the Board of Directors or the Presidentshall designate from time to time.

(e)                                  *Duties of Secretary*. The Secretary shall attend all meetings of the stockholders and of theBoard of Directors, and shall record all acts and proceedings thereof in theminute book of the corporation.  TheSecretary shall give notice in conformity with these Bylaws of all meetings ofthe stockholders, and of all meetings of the Board of Directors and anycommittee thereof requiring notice.  TheSecretary shall perform all other duties given him in these Bylaws and other dutiescommonly incident to his office and shall also perform such other duties andhave such other powers as the Board of Directors shall designate from time totime.  The President may direct anyAssistant Secretary to assume and perform the duties of the Secretary in theabsence or disability of the Secretary, and each Assistant Secretary shallperform other duties commonly incident to his office and shall also performsuch other duties and have such other powers as the Board of Directors or thePresident shall designate from time to time.

(f)                                    *Duties of Chief Financial Officer*. The Chief Financial Officer shall keep or cause to be kept the books ofaccount of the corporation in a thorough and proper manner, and shall renderstatements of the financial affairs of the corporation in such form and asoften as required by the Board of Directors or the President.  The Chief Financial Officer, subject to theorder of the Board of Directors, shall have the custody of all funds andsecurities of the corporation.  The ChiefFinancial Officer shall perform other duties commonly incident to his officeand shall also perform such other duties and have such other powers as theBoard of Directors or the President shall designate from time to time.  The President may direct any assistantfinancial officer to assume and perform the duties of the Chief FinancialOfficer in the absence or disability of the Chief Financial Officer, and eachassistant financial officer shall perform other duties commonly incident to hisoffice and shall also perform such other duties and have such other powers asthe Board of Directors or the President shall designate from time to time.

29.                                 *Resignations*.  Any officer may resign at any time by givingwritten notice to the Board of Directors or to the President or to theSecretary.  Any such resignation shall beeffective when received by the person or persons to whom such notice is given,unless a later time is specified therein, in which event the resignation shallbecome effective at such later time. Unless otherwise specified in such notice, the acceptance of any suchresignation shall not be necessary to make it effective.

30.                                 *Removal*.  Any officer may be removed from office at any time,either with or without cause, by the vote or written consent of a majority ofthe Directors in office at the time, or by any committee or superior officersupon whom such power of removal may have been conferred by the Board ofDirectors.

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**ARTICLE VIExecution of Corporate Instruments and Voting of Securities Owned by the Corporation**

31.                                 *Execution of CorporateInstruments*. The Board of Directors may, in its discretion, determine the method anddesignate the signatory officer or officers, or other person or persons, toexecute on behalf of the corporation any corporate instrument or document, orto sign on behalf of the corporation the corporate name without limitation, orto enter into contracts on behalf of the corporation, except where otherwiseprovided by law or these Bylaws, and such execution or signature shall bebinding upon the corporation.

Unless otherwise specifically determined by the Boardof Directors or otherwise required by law, promissory notes, deeds of trust,mortgages and other evidences of indebtedness of the corporation, and othercorporate instruments or documents requiring the corporate seal, andcertificates of shares of stock owned by the corporation, shall be executed,signed or endorsed by the Chairman of the Board of Directors, or the Presidentor any Vice President, and by the Secretary or Chief Financial Officer or anyAssistant Secretary or assistant financial officer.  All other instruments and documents requiringthe corporate signature, but not requiring the corporate seal, may be executedas aforesaid or in such other manner as may be directed by the Board ofDirectors.

All check and drafts drawn on banks or otherdepositories on funds to the credit of the corporation or in special accountsof the corporation shall be signed by such person or persons as the Board ofDirectors shall authorize so to do.

32.                                 *Voting of Securities Owned by theCorporation*. All stock and other securities of other corporations owned or held bythe corporation for itself, or for other parties in any capacity, shall bevoted, and all proxies with respect thereto shall be executed, by the personauthorized so to do by resolution of the Board of Directors, or, in the absenceof such authorization, by the Chairman of the Board of Directors, thePresident, or any Vice President.

**ARTICLEVIIShares of Stock**

33.                                 *Form and Execution ofCertificates*. Certificates for the shares of stock of the corporation shall be in suchform as is consistent with the Certificate of Incorporation and applicablelaw.  Every holder of stock in thecorporation shall be entitled to have a certificate signed by or in the name ofthe corporation by the Chairman of the Board of Directors, or the President orany Vice President and by the Chief Financial Officer or assistant financialofficer or the Secretary or Assistant Secretary, certifying the number ofshares owned by him in the corporation. Where such certificate is countersigned by a transfer agent other thanthe corporation or its employee, or by a registrar other than the corporationor its employee, any other signature on the certificate may be afacsimile.  In case any officer, transferagent, or registrar who has signed or whose facsimile signature has been placedupon a certificate shall have ceased to be such officer, transfer agent, orregistrar before such certificate is issued, it may be issued with the sameeffect as if he were such officer, transfer agent, or registrar at the date ofissue.

34.                                 *Lost Certificates*.  A new certificate or certificates shall beissued in place of any certificate or certificates theretofore issued by thecorporation alleged to have been lost, stolen, or destroyed, upon the making ofan affidavit of that fact by the person claiming the certificate of stock to belost, stolen, or destroyed.  Thecorporation may require, as a condition precedent to the issuance of a newcertificate or certificates, the owner of such lost, stolen, or destroyedcertificate or certificates, or his legal representative, to advertise the samein such manner as it shall require or to give the corporation a surety bond in suchform and amount as it may direct as indemnity against any claim that may bemade against the corporation with respect to the certificate alleged to havebeen lost, stolen, or destroyed.

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35.                                 *Transfers*.  Transfers of record of shares of stock of thecorporation shall be made only upon its books by the holders thereof, in personor by attorney duly authorized, and upon the surrender of a properly endorsedcertificate or certificates for a like number of shares.

36.                                 *Fixing Record Dates*.  In order that the corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may fix,in advance, a record date, which shall not be more than sixty (60) nor lessthan ten (10) days before the date of such meeting, nor more than sixty (60)days prior to any other action.  If norecord date is fixed: (a) the record date for determining stockholders entitledto notice of or to vote at a meeting of stockholders shall be at the close ofbusiness on the day next preceding the day on which notice is given, or, ifnotice is waived, at the close of business on the day next preceding the day onwhich the meeting is held; (b) the record date for determining stockholdersentitled 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 dayon which the first written consent is expressed; and (c) the record date fordetermining stockholders for any other purpose shall be at the close ofbusiness on the day on which the Board of Directors adopts the resolutionrelating thereto.  A determination ofstockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however,that the Board of Directors may fix a new record date for the adjournedmeeting.

37.                                 *Registered Stockholders*.  The corporation shall beentitled to recognize the exclusive right of a person registered on its booksas the owner of shares to receive dividends, and to vote as such owner, andshall not be bound to recognize any equitable or other claim to or interest insuch share or shares on the part of any other person whether or not it shallhave express or other notice thereof, except as otherwise provided by the lawsof Delaware.

**ARTICLEVIIIOther Securities of the Corporation**

38.                                 *Execution of Other Securities*.  All bonds,debentures and other corporate securities of the corporation, other than stockcertificates, may be signed by the Chairman of the Board of Directors, thePresident or any Vice President, or such other person as may be authorized bythe Board of Directors, and the corporate seal impressed thereon or a facsimileof such seal imprinted thereon and attested by the signature of the Secretaryor an Assistant Secretary, or the Chief Financial Officer or an assistantfinancial officer; provided, however, that where any such bond, debenture orother corporate security shall be authenticated by the manual signature of atrustee under an indenture pursuant to which such bond, debenture or othercorporate security shall be issued, the signatures of the persons signing andattesting the corporate seal on such bond, debenture or other corporatesecurity may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any suchbond, debenture or other corporate security, authenticated by a trustee asaforesaid, shall be signed by the Chief Financial Officer or an assistantfinancial officer of the corporation or such other person as may be authorizedby the Board of Directors, or bear imprinted thereon the facsimile signature ofsuch person.  In case any officer whoshall have signed or attested any bond, debenture or other corporate security,or whose facsimile signature shall appear thereon or on any such interestcoupon, shall have ceased to be such officer before the bond, debenture orother corporate security so signed or attested shall have been delivered, suchbond, debenture or other corporate security nevertheless may be adopted by thecorporation and issued and delivered as though the person who signed the sameor whose facsimile signature shall have been used thereon had not ceased to besuch officer of the corporation.

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**ARTICLEIXDividends**

39.                                 *Declaration of Dividends*.  Dividends upon the capitalstock of the corporation, subject to the provisions of the Certificate ofIncorporation, if any, may be declared by the Board of Directors pursuant tolaw at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capitalstock, subject to the provisions of the Certificate of Incorporation.

40.                                 *Dividend Reserve*.  Before payment of any dividend, there may beset aside out of any funds of the corporation available for dividends such sumor sums as the Board of Directors from time to time, in their absolutediscretion, think proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of thecorporation, or for such other purpose as the Board of Directors shall thinkconducive to the interests of the corporation, and the Board of Directors maymodify or abolish any such reserve in the manner in which it was created.

**ARTICLE XFiscal Year**

41.                                 *Fiscal Year*.  Unless otherwise fixed by resolution of theBoard of Directors, the fiscal year of the corporation shall end on the lastday of December.

**ARTICLEXIIndemnification**

42.                                 *Indemnification of Officers,Directors, Employees and Other Agents*.

(a)                                  *Directors*. The corporation shall indemnify its Directors to the fullest extentpermitted by the Delaware General Corporation Law, as the same exits or mayhereafter be amended (but, in the case of alleged occurrences of actions oromissions preceding any such amendment, only to the extent that such amendmentpermits the corporation to provide broader indemnification rights than said Lawpermitted the corporation to provide prior to such amendment).

(b)                                 *Officers, Employees and otherAgents*.  The corporation shall have power to indemnifyits officers, employees and other agents as set forth m the Delaware GeneralCorporation Law.

(c)                                  *Good Faith*.

(i)                                     For purposes of any determination underthis Bylaw, a Director shall be deemed to have acted in good faith and in amanner he reasonably believed to be in or not opposed to the best interests ofthe corporation, and, with respect to any criminal action or proceeding, tohave had no reasonable cause to believe that his conduct was unlawful, if hisaction is based on the records or books of account of the corporation oranother enterprise, or on information supplied to him by the officers of thecorporation or another enterprise in the course of their duties, or on theadvice of legal counsel for the corporation or another enterprise or oninformation or records given or reports made to the corporation or anotherenterprise by an independent certified public accountant or by an appraiser orother expert selected with reasonable care by the corporation or anotherenterprise.

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(ii)                                  The termination of any proceeding byjudgment, order, settlement, conviction or upon a plea of nolo contendere orits equivalent shall not, of itself, create a presumption that the person didnot act in good faith and in a manner which he reasonably believed to be in ornot opposed to the best interests of the corporation, and, with respect to anycriminal proceeding, that he had reasonable cause to believe that his conductwas unlawful.

(iii)                               The provisions of this paragraph (c)shall not be deemed to be exclusive or to limit in any way the circumstances inwhich a person may be deemed to have met the applicable standard of conduct setforth by the Delaware General Corporation Law.

(d)                                 *Expenses*. The corporation shall advance, prior to the final disposition of anyproceeding, promptly following request therefor, all expenses incurred by anyDirector in connection with such proceeding upon receipt of an undertaking byor on behalf of such person to repay said amounts if it should be determinedultimately that such person is not entitled to be indemnified under this Bylawor otherwise.

(e)                                  *Enforcement*. Without the necessity of entering into an express contract, all rightsto indemnification and advances under this Bylaw shall be deemed to becontractual rights and be effective to the same extent and as if provided forin a contract between the corporation and the Director who serves in suchcapacity at any time while this Bylaw and other relevant provisions of theDelaware General Corporation Law and other applicable law, if any, are ineffect.  Any right to indemnification oradvances granted by this Bylaw to a Director shall be enforceable by or onbehalf of the person holding such right in any court of competent jurisdictionif (i) the claim for indemnification or advances is denied, in whole or inpart, or (ii) no disposition of such claim is made within ninety (90) days ofrequest therefor.  The claimant in suchenforcement action, if successful in whole or in part, shall be entitled to bepaid also the expense of prosecuting his claim. It shall be a defense to any such action (other than an action broughtto enforce a claim for expenses incurred in connection with any proceeding in advanceof its final disposition when the required undertaking has been tendered to thecorporation) that the claimant has not met the standards of conduct which makeit permissible under the Delaware General Corporation Law for the corporationto indemnify the claimant for the amount claimed, but the burden of provingsuch defense shall be on the corporation. Neither the failure of the corporation (including its Board ofDirectors, independent legal counsel or its stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he has met the applicablestandard of conduct set forth in the Delaware General Corporation Law, nor anactual determination by the corporation (including its Board of Directors,independent legal counsel or its stockholders) that the claimant has not metsuch applicable standard of conduct, shall be a defense to the action or createa presumption that claimant has not met the applicable standard of conduct.

(f)                                    *Non-Exclusivity of Rights*. The rights conferred on any person by this Bylaw shall not be exclusiveof any other right which such person may have or hereafter acquire under anystatute, provision of the Certificate of Incorporation, Bylaws, agreement, voteof stockholders or disinterested directors or otherwise, both as to action inhis official capacity and as to action in another capacity while holdingoffice.  The corporation is specificallyauthorized to enter into individual contracts with any or all of its directors,officers, employees or agents respecting indemnification and advances, to thefullest extent permitted by the Delaware General Corporation Law.

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(g)                                 *Survival of Rights*. The rights conferred on any person by this Bylaw shall continue as to aperson who has ceased to be a Director, officer, employee or other agent andshall inure to the benefit of the heirs, executors and administrators of such aperson.

(h)                                 *Insurance*. To the fullest extent permitted by the Delaware General Corporation Law,the corporation, upon approval by the Board of Directors, may purchaseinsurance on behalf of any person required or permitted to be indemnifiedpursuant to this Bylaw.

(i)                                     *Amendments*. Any repeal or modification of this Bylaw shall only be prospective andshall not affect the rights under this Bylaw in effect at the time of thealleged occurrence of any action or omission to act that is the cause of anyproceeding against any agent of the corporation.

(j)                                     *Savings Clause*. If this Bylaw or any portion hereof shall be invalidated on any groundby any court of competent jurisdiction, then the corporation shall neverthelessindemnify each agent to the full extent permitted by any applicable portion ofthis Bylaw that shall not have been invalidated, or by any other applicablelaw.

(k)                                  *Certain Definitions*. For the purposes of this Bylaw, the following definitions shall apply:

(i)                                     The term “proceeding” shall be broadlyconstrued and shall include, without limitation, the investigation, preparation,prosecution, defense, settlement and appeal of any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative.

(ii)                                  The term “expenses” shall be broadlyconstrued and shall include, without limitation, court costs, attorneys’ fees,witness fees, fines, amounts paid in settlement or judgment and any other costsand expenses of any nature or kind incurred in connection with any proceeding.

(iii)                               The term “the corporation” shall include,in addition to the resulting corporation, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had power andauthority to indemnify its directors, officers, and employees or agents, sothat any person who is or was a director, officer, employee or agent of suchconstituent corporation, or is or was serving at the request of suchconstituent corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, shall standin the same position under the provisions of this Bylaw with respect to theresulting or surviving corporation as he would have with respect to suchconstituent corporation if its separate existence had continued.

(iv)                              References to a “director,” “officer,” “employee,”or “agent” of the corporation shall include, without limitation, situationswhere such person is serving at the request of the corporation as a director, officer,employee, trustee or agent of another corporation, partnership, joint venture,trust or other enterprise.

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(v)                                 References to “other enterprises” shallinclude employee benefit plans; references to “fines” shall include any excisetaxes assessed on a person with respect to an employee benefit plan; andreferences to “serving at the request of the corporation” shall include anyservice as a director, officer, employee or agent of the corporation whichimposes duties on, or involves services by, such director, officer, employee,or agent with respect to an employee benefit plan, its participants, orbeneficiaries; and a person who acted in good faith and in a manner hereasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan shall be deemed to have acted in a manner “notopposed to the best interests of the corporation” as referred to in this Bylaw.

**ARTICLEXIINotices**

43.                                 *Notices*.

(a)                                  *Notice to Stockholders*. Whenever, under any provisions of these Bylaws, notice is required to begiven to any stockholder, it shall be given in writing, timely and dulydeposited in the United States mail, postage prepaid, and addressed to his lastknown post office address as shown by the stock record of the corporation orits transfer agent.

(b)                                 *Notice to Directors*. Any notice required to be given to any Director may be given by themethod stated in subsection (e) of Section 20 of these Bylaws except that suchnotice other than one which is delivered personally shall be sent to suchaddress as such Director shall have filed in writing with the Secretary, or, inthe absence of such filing, to the last known post office address of suchDirector.

(c)                                  *Address Unknown*. If no address of a stockholder or Director be known, notice may be sentto the office of the corporation required to be maintained pursuant to Section2 hereof.

(d)                                 *Affidavit of Mailing*. An affidavit of mailing, executed by a duly authorized and competentemployee of the corporation or its transfer agent appointed with respect to theclass of stock affected, specifying the name and address or the names andaddresses of the stockholder or stockholders, or Director or Directors, to whomany such notice or notices was or were given, and the time and method of givingthe same, shall be conclusive evidence of the statements therein contained.

(e)                                  *Time Notices Deemed Given*. All notices given by mail, as above provided, shall be deemed to havebeen given as at the time of mailing and all notices given by telegram shall bedeemed to have been given as at the sending time recorded by the telegraphcompany transmitting the notices.

(f)                                    *Methods of Notice*. It shall not be necessary that the same method of giving notice beemployed in respect of all Directors, but one permissible method may beemployed in respect of any one or more, and any other permissible method ormethods may be employed in respect of any other or others.

(g)                                 *Failure to Receive Notice*. The period or limitation of time within which a any stockholder may exerciseany option or right, or enjoy any privilege or benefit, or be required to act,or within which any Director may exercise any power or right, or enjoy anyprivilege, pursuant to any notice sent him in the manner above provided, shallnot be affected or extended in any manner by the failure of such stockholder orsuch Director to receive such notice.

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(h)                                 *Notice to Person with WhomCommunication Is Unlawful*.  Whenever notice is required tobe given, under any provision of law or of the Certificate of Incorporation orthese Bylaws, to any person with whom communication is unlawful, the giving ofsuch notice to such person shall not be required and there shall be no duty toapply to any governmental authority or agency for a license or permit to give suchnotice to such person.  Any action ormeeting which shall be taken or held without notice to any such person withwhom communication is unlawful shall have the same force and effect as if suchnotice had been duly given.  In the eventthat the action taken by the corporation is such as to require the filing of acertificate under any provision of the Delaware General Corporation Law, thecertificate shall state, if such is the fact and if notice is required, thatnotice was given to all persons entitled to receive notice except such personswith whom communication is unlawful.

**ARTICLEXIIIAmendments**

44.                                 *Amendments*.  These Bylaws may be repealed, altered oramended or new Bylaws adopted by the stockholders.  The Board of Directors shall also have theauthority, if such authority is conferred upon the Board of Directors by theCertificate of Incorporation, to repeal, alter or amend these Bylaws or adoptnew Bylaws (including, without limitation, the amendment of any Bylaw settingforth the number of Directors who shall constitute the whole Board ofDirectors) subject to the power of the stockholders to change or repeal suchBylaws and provided that the Board of Directors shall not make or alter anyBylaws fixing the qualifications, classifications, term of office orcompensation of Directors.

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