##### Table of Contents

Table of ContentsTABLE OF CONTENTS       **Page**ARTICLE I Offices  1      ARTICLE II Meetings of Stockholders  1      Section 1 Place of Meetings  1Section 2 Annual Meeting  1Section 3 Special Meetings  1Section 4 Notice of Meetings  2Section 5 List of Stockholders  2Section 6 Quorum  2Section 7 Voting  3Section 8 Proxies  3Section 9 Action Without a Meeting  3Section 10 Transaction of Business at Annual Meeting  3      ARTICLE III Board of Directors  4      Section 1 Powers  4Section 2 Election and Term  4Section 3 Number  5Section 4 Quorum and Manner of Acting  5Section 5 Organization Meeting  5Section 6 Regular Meetings  5Section 7 Special Meetings; Notice  5Section 8 Removal of Directors  6Section 9 Resignations  6Section 10 Vacancies  6Section 11 Compensation of Directors  6Section 12 Action Without a Meeting  6Section 13 Telephonic Participation in Meetings  7      ARTICLE IV  Officers  7      Section 1 Principal Officers  7Section 2 Election and Term of Office  7Section 3 Other Officers  7i 
Table of Contents       **Page**Section 4  Removal  7Section 5  Resignations  7Section 6  Vacancies  7Section 7  Chairman of the Board  8Section 8  President  8Section 9  Vice President  8Section 10  Treasurer  8Section 11  Secretary  8Section 12  Salaries  9       ARTICLE V  Indemnification of Officers and Directors  9       Section 1  Right of Indemnification  9Section 2  Expenses  9Section 3  Other Rights of Indemnification  9       ARTICLE VI  Shares and Their Transfer  9       Section 1  Certificate for Stock  9Section 2  Stock Certificate Signature  10Section 3  Stock Ledger  10Section 4  Cancellation  10Section 5  Registrations of Transfers of Stock  10Section 6  Regulations  10Section 7  Lost, Stolen, Destroyed or Mutilated Certificates  10Section 8  Record Dates  11       ARTICLE VII  Miscellaneous Provisions  11       Section 1  Corporate Seal  11Section 2  Voting of Stocks Owned by the Corporation  11Section 3  Dividends  11       ARTICLE VIII  Amendments  12 ii 
Table of Contents AMENDED AND RESTATED  BY-LAWS  OF  LINCARE HOLDINGS INC. (a Delaware corporation)     ARTICLE I  OFFICES The registered office of the Corporation in theState of Delaware shall be located in the City of Wilmington, County of New Castle. The Corporation may establish or discontinue, from time to time, such other offices within or without the State of Delaware as may be deemed proper for the conductof the Corporation’s business.  ARTICLE II  MEETINGS OF STOCKHOLDERS Section 1.  Place of Meetings.  All meetings of stock-holders shall be held at such place or places,within or without the State of Delaware, as may from time to time be fixed by the Board of Directors, or as shall be specified in the respective notices, or waivers of notice, thereof.  Section 2.  Annual Meeting.  The annual meeting of stockholders for the election of Directors and the transaction of other business shallbe held on such date and at such place as may be designated by the Board of Directors. At each annual meeting the stockholders entitled to vote shall elect a Board of Directors and may transact such other proper business as may come before themeeting.  Section 3.  Special Meetings.  A special meeting of the stockholders,or of any class thereof entitled to vote, for any purpose or purposes, may be called at any time by the Chairman of the Board, if any, or the President or by order of the Board of Directors and shall be  1 
Table of Contentscalled by the Secretary upon the written request of stockholders holding of record at least 50% of the outstanding shares of stock of theCorporation entitled to vote at such meeting. Such written request shall state the purpose or purposes for which such meeting is to be called.  Section 4.  Notice of Meetings.  Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, stating the place,date and hour of the meeting shall be given not less than ten days or more than sixty days before the date on which the meeting is to be held to each stockholder of record entitled to vote thereat by delivering a notice thereof to him personally orby mailing such notice in a postage prepaid envelope directed to him at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him bedirected to another address, in which case such notice shall be directed to him at the address designated in such request. Notice shall not be required to be given to any stockholder who shall waive such notice in writing, whether prior to or aftersuch meeting, or who shall attend such meeting in person or by proxy unless such attendance is for the express purpose of objecting, at the beginning of such meeting, to the transactions of any business because the meeting is not lawfully called orconvened. Every notice of a special meeting of the stockholders, besides the time and place of the meeting, shall state briefly the objects or purposes thereof.  Section 5.  List of Stockholders.  It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock ledger to prepare andmake, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in hisname. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meetingis to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be kept and produced at the time and place of the meeting during the whole time thereofand subject to the inspection of any stockholder who may be present. The original or duplicate ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or byproxy at such meeting.  Section 6.  Quorum.  At each meeting of the stock-holders, the holders of record of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of business, except where otherwiseprovided by law, the Certificate of Incorporation or these By-laws. In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting shall have the power to adjourn the meeting from time to time until a quorumshall be constituted.  2 
Table of ContentsSection 7.  Voting.  Every stockholder of record who is entitled to vote shall at everymeeting of the stockholders be entitled to one vote for each share of stock held by him on the record date; except, however, that shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled tovote in the election of directors of such other corporation is held by the Corporation, shall neither be entitled to vote nor counted for quorum purposes. Nothing in this Section shall be construed as limiting the right of the Corporation to voteits own stock held by it in a fiduciary capacity. At all meetings of the stockholders, a quorum being present, all matters shall be decided by majority vote of the shares of stock entitled to vote held by stockholders present in person or by proxy,except as otherwise required by law or the Certificate of Incorporation. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat or so directed by the chairmanof the meeting or required by law, the vote thereat on any question need not be by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or in his name by his proxy, if there be such proxy, and shallstate the number of shares voted by him and the number of votes to which each share is entitled.  Section8.  Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Aproxy acting for any stockholder shall be duly appointed by an instrument in writing subscribed by such stockholder. No proxy shall be valid after the expiration of three years from the date thereof unless the proxy provides for a longer period. Section 9.  Action Without a Meeting.  Any action required to be taken at anyannual or special meeting of stock- holders or any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the actionso taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Section 10.  Transaction of Business at Annual Meeting.  At any annual meeting of the stockholders, only such business shall be conductedas shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (A) specified in the notice of meeting given by or at the direction of the Board of Directors (including stockholder proposalsincluded in the Corporation’s proxy materials pursuant to applicable rules and regulations); (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (C) otherwise properly brought before themeeting by a stockholder. In addition to any other applicable requirement, for business (including, but not limited to, any nominations for director) to be properly brought before an annual meeting by a stockholder: (i)  3 
Table of Contentsthe stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and (ii) the subject matter thereof must bea matter which is a proper subject matter for stockholder action at such meeting. To be considered timely notice, a stockholder’s notice must be received by the Secretary at the principal office of the Corporation not less than 90 nor more than120 calendar days prior to the anniversary date of the prior year’s annual meeting of stockholders; provided, however, if no annual meeting was held in the prior year, or the Board of Directors calls the applicable annual meeting for a datethat is not within 30 days before or after the anniversary date of the prior year’s annual meeting, then a stockholder’s notice, in order to be timely, must be received by the Secretary not later than the close of business on the tenth(10th) business day following the day on which the Board of Directors gave notice or made publicdisclosure, whichever occurred first, of the date of the applicable annual meeting. A stockholder’s notice to the Secretary to submit business to an annual meeting must set forth as to each matter the stockholder proposes to bring before theannual meeting: (i) the name and address of the stockholder; (ii) the number of shares of stock held of record and beneficially by such stockholder; (iii) the name in which all such shares of stock are registered on the stock transfer books of theCorporation; (iv) a brief description of the business desired to be brought before the meeting and the reasons therefor; (v) any personal or other material interest of the stockholder in the business to be submitted; and (vi) all other informationrelating to the proposed business which may be required to be disclosed under applicable law. In addition, a stockholder seeking to submit such business at an annual meeting shall promptly provide any other information reasonably requested by theCorporation. Notwithstanding the foregoing provisions of this Section 10, a stockholder who seeks to have any proposal included in the Corporation’s proxy materials must provide notice as required by and otherwise comply with the applicablerequirements of the rules and regulations under the Securities Exchange Act of 1934, as amended. The chairman of an annual meeting shall determine all matters relating to the conduct of the meeting, including, but not limited to, determining whetherany item of business has been properly brought before the meeting in accordance with these By-Laws, and if the chairman should so determine and declare that any item of business has not been properly brought before an annual meeting, then suchbusiness shall not be transacted at such meeting.   ARTICLE III  BOARD OF DIRECTORS Section 1.  Powers.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Section 2.  Election and Term.  Except as otherwise provided by law, Directorsshall be elected at the annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until their successors are elected and qualify, or until they sooner die, resign or are removed. At each annual meeting ofstockholders, at which a quorum is present,  4 
Table of Contentsthe persons receiving a plurality of the votes cast shall be the Directors. Acceptance of the office of Director may be expressed orally or inwriting, and attendance at the organization meeting shall constitute such acceptance.  Section3.  Number.  The number of Directors shall be such number as shall be determined from time to time by the Board of Directors but shall not be less than five nor more than eleven and initially shall be six. Section 4.  Quorum and Manner of Acting.  Unless otherwise provided by law, thepresence of 50% of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn the meeting from time to time until a quorum shallbe present. Notice of any adjourned meeting need not be given. At all meetings of Directors, a quorum being present, all matters shall be decided by the affirmative vote of a majority of the Directors present, except as otherwise required by law.The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine or as shall be specified in the respective notices, or waivers of notice, thereof. Section 5.  Organization Meeting.  Immediately after each annual meeting ofstockholders for the election of Directors the Board of Directors shall meet at the place of the annual meeting of stockholders for the purpose of organization, the election of officers and the transaction of other business. Notice of such meetingneed not be given. If such meeting is held at any other time or place, notice thereof must be given as hereinafter provided for special meetings of the Board of Directors, subject to the execution of a waiver of the notice thereof signed by, or theattendance at such meeting of, all Directors who may not have received such notice.  Section6.  Regular Meetings.  Regular meetings of the Board of Directors will be held quarterly, as regularly scheduled, and may be held at such place, within or without the State of Delaware, as shall from time to time bedetermined by the Board of Directors. After there has been such determination, and notice thereof has been once given to each member of the Board of Directors as hereinafter provided for special meetings, regular meetings may be held without furthernotice being given.  Section 7.  Special Meetings; Notice.  Special meetings ofthe Board of Directors shall be held whenever called by the Chairman of the Board, if any, the President or by a majority of the Directors. Notice of each such meeting shall be mailed to each Director, addressed to him at his residence or usualplace of business, at least five days before the date on which the meeting is to be held, or shall be sent to him at such place by telegraph, cable, radio or wireless, or be delivered personally or by telephone, not later than the day before the dayon which such meeting is to be held. Each such notice shall state the time and place of the meeting and, as may be required, the purposes thereof. Notice of any meeting of the Board of Directors need not be  5 
Table of Contentsgiven to any Director if he shall sign a written waiver thereof either before or after the time stated therein for such meeting, or if he shallbe present at the meeting. Unless limited by law, the Certificate of Incorporation, these By-laws or the terms of the notice thereof, any and all business may be transacted at any meeting without the notice thereof having specifically identified thematters to be acted upon.  Section 8.  Removal of Directors.  Any Director orthe entire Board of Directors may be removed, with or without cause, at any time, by action of the holders of record of the majority of the issued and outstanding stock of the Corporation (a) present in person or by proxy at a meeting of holders ofsuch stock and entitled to vote thereon or (b) by a consent in writing in the manner contemplated in Section 9 of Article II, and the vacancy or vacancies in the Board of Directors caused by any such removal may be filled by action of such amajority at such meeting or at any subsequent meeting or by consent.  Section9.  Resignations.  Any Director of the Corporation may resign at any time by giving written notice to the Chairman of the Board, if any, the President, the Vice President or the Secretary of the Corporation. Theresignation of any Director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make iteffective.  Section 10.  Vacancies.  Any newly created directorships andvacancies occurring in the Board by reason of death, resignation, retirement, disqualification or removal, with or without cause, may be filled by the action of the holders of record of the majority of the issued and outstanding stock of theCorporation (a) present in person or by proxy at a meeting of holders of such stock and entitled to vote thereon or (b) by a consent in writing in the manner contemplated in Section 9 of Article II. The Director so chosen, whether selected to fill avacancy or elected to a new directorship, shall hold office until the next meeting of stockholders at which the election of directors is in the regular order of business, and until his successor has been elected and qualifies, or until he soonerdies, resigns or is removed.  Section 11.  Compensation ofDirectors.  Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a specific sum fixed by the Board plus expenses may be allowed for attendance at each regular or special meetingof the Board; provided, however, that nothing herein contained shall be construed to preclude any Director from serving the Corporation or any parent or subsidiary corporation thereof in any other capacity and receiving compensation thereof. Section 12.  Action Without a Meeting.  Any action required or permitted to betaken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto is signed by all members of the Board, and such written consent is filed with the minutes or proceedings of the Board.  6 
Table of ContentsSection 13.  Telephonic Participation in Meetings.  Members of the Board of Directorsmay participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in personat such meeting.   ARTICLE IV  OFFICERS Section 1.  Principal Officers.  The Board of Directors shall elect a President, a Secretary and a Treasurer, and may in addition elect aChairman of the Board, one or more Vice Presidents and such other officers as it deems fit; the President, the Secretary, the Treasurer, the Chairman of the Board, if any, and the Vice Presidents, if any, being the principal officers of theCorporation. One person may hold, and perform the duties of, any two or more of said offices.  Section2.  Election and Term of Office.  The principal officers of the Corporation shall be elected annually by the Board of Directors at the organization meeting thereof. Each such officer shall hold office until hissuccessor shall have been elected and shall qualify, or until his earlier death, resignation or removal.  Section 3.  Other Officers.  In addition, the Board may elect, or the Chairman of the Board, if any, or the President may appoint, such other officers as they deem fit. Any such other officers chosenby the Board of Directors shall be subordinate officers and shall hold office for such period, have such authority and perform such duties as the Board of Directors, the Chairman of the Board, if any, or the President may from time to timedetermine.  Section 4.  Removal.  Any officer may be removed, either with orwithout cause, at any time, by resolution adopted by the Board of Directors at any regular meeting of the Board, or at any special meeting of the Board called for that purpose, at which a quorum is present.  Section 5.  Resignations.  Any officer may resign at any time by giving written notice to the Chairmanof the Board, if any, the President, the Secretary or the Board of Directors. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.  Section6.  Vacancies.  A vacancy in any office may be filled for the unexpired portion of the term in the manner prescribed in these By-laws for election or appointment to such office for such term.  7 
Table of ContentsSection 7.  Chairman of the Board.  The Chairman of the Board of Directors if one beelected, shall preside, if present, at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.  Section 8.  President.  The President shall be the chief executive officer of the Corporation and shallhave the general powers and duties of supervision and management usually vested in the office of president of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairmanof the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the Corporation. Except as the Board of Directors shall authorize the execution thereof in some othermanner, he shall execute bonds, mortgages, and other contracts on behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary orthe Treasurer.  Section 9.  Vice President.  Each Vice President shall have suchpowers and shall perform such duties as shall be assigned to him by the directors.  Section10.  Treasurer.  The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation. He shall exhibit at all reasonable times his books of account and records to any ofthe Directors of the Corporation upon application during business hours at the office of the Corporation where such books and records shall be kept; when requested by the Board of Directors, he shall render a statement of the condition of thefinances of the Corporation at any meeting of the Board or at the annual meeting of stockholders; he shall receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever; in general, he shall perform all theduties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairman of the Board of Directors, the President or the Board of Directors. The Treasurer shall give such bond, if any, for thefaithful discharge of his duties as the Board of Directors may require.  Section11.  Secretary.  The Secretary, if present, shall act as secretary at all meetings of the Board of Directors and of the stockholders and keep the minutes thereof in a book or books to be provided for that purpose; heshall see that all notices required to be given by the Corporation are duly given and served; he shall have charge of the stock records of the Corporation; he shall see that all reports, statements and other documents required by law are properlykept and filed; and in general he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors.  8 
Table of ContentsSection 12.  Salaries.  The salaries of the principal officers shall be fixed from timeto time by the Board of Directors, and the salaries of any other officers may be fixed by the President.   ARTICLE V  INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 1.  Right of Indemnification.  Every person now or hereafter serving as a director or officer ofthe Corporation and every such director or officer serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by theCorporation in accordance with and to the fullest extent permitted by law for the defense of, or in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. Section 2.  Expenses.  Expenses incurred in defending a civil or criminalaction, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of suchdirector or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article V.  Section 3.  Other Rights of Indemnification.  The right of indemnification herein provided shall not be deemed exclusive of any otherrights to which any such director or officer may now or hereafter be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacitywhile holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.   ARTICLE VI  SHARES AND THEIR TRANSFER Section 1.  Certificate for Stock.  Every stockholder of the Corporation shall be entitled to acertificate or certificates, to be in such form as the Board of Directors shall prescribe, certifying the number of shares of the capital stock of the Corporation owned by him. No certificate shall be issued for partly paid shares.  9 
Table of ContentsSection 2.  Stock Certificate Signature.  The certificates for such stock shall benumbered in the order in which they shall be issued and shall be signed by the Chairman of the Board, if any, or the President and the Secretary or Treasurer of the Corporation and its seal shall be affixed thereto. If such certificate iscountersigned (1) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, the signatures of such officers of the Corporation may be facsimiles. In case any officer of theCorporation who has signed, or whose facsimile signature has been placed upon, any such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were suchofficer at the date of issue.  Section 3.  Stock Ledger.  A record shall be keptby the Secretary or by any other officer, employee or agent designated by the Board of Directors of the name of each person, firm or corporation holding capital stock of the Corporation, the number of shares represented by, and the respective datesof, each certificate for such capital stock, and in case of cancellation of any such certificate, the respective dates of cancellation.  Section 4.  Cancellation.  Every certificate surrendered to the Corporation for exchange or registration of transfer shall be cancelled, and no new certificate or certificates shall beissued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except, subject to Section 7 of this Article VI, in cases provided for by applicable law.  Section 5.  Registrations of Transfers of Stock.  Registrations of transfers of shares of the capitalstock of the Corporation shall be made on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transferclerk or a transfer agent appointed as in Section 6 of this Article VI provided, and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stockstand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be soexpressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.  Section 6.  Regulations.  The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with theCertificate of Incorporation or these By- laws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or moretransfer clerks or one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures of any of them.  Section 7.  Lost, Stolen, Destroyed or Mutilated Certificates.  Before any certificates for stock of the Corporation shall be issued inexchange for certificates which shall  10 
Table of Contentsbecome mutilated or shall be lost, stolen or destroyed, proper evidence of such loss, theft, mutilation or destruction shall be procured for theBoard of Directors, if it so requires.  Section 8.  Record Dates.  For thepurpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a date as a record date for any such determination of stockholders. Such recorddate shall not be more than sixty or less than ten days before the date of such meeting, or more than sixty days prior to any other action.   ARTICLE VII  MISCELLANEOUS PROVISIONS Section 1.  Corporate Seal.  The Board of Directors shall provide a corporate seal, which shall be inthe form of a circle and shall bear the name of the Corporation and words and figures showing that it was incorporated in the State of Delaware in the year 1990. The Secretary shall be the custodian of the seal. The Board of Directors may authorizea duplicate seal to be kept and used by any other officer.  Section 2.  Voting of Stocks Ownedby the Corporation.  The Board of Directors may authorize any person on behalf of the Corporation to attend, vote and grant proxies to be used at any meeting of stockholders of any corporation (except the Corporation) in which theCorporation may hold stock.  Section 3.  Dividends.  Subject to the provisionsof the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor, at any regular or special meeting declare dividends upon the capital stock of the Corporation as and when they deem expedient. Before declaringany dividend there may be set apart out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or forequalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.  11 
Table of Contents ARTICLE VIII  AMENDMENTS These By-laws of the Corporation may be altered, amended or repealed by the Board of Directors at (a) any regular or special meeting of the Board of Directors,provided, however, that the Board of Directors may alter, amend or repeal the provisions of these By-laws relating to the number of Directors only if all the members of the Board of Directors consent thereto in writing, or (b) by theaffirmative vote of the holders of record of a majority of the issued and outstanding stock of the Corporation (i) present in person or by proxy at a meeting of holders of such stock and entitled to vote thereon or (ii) by a consent in writing inthe manner contemplated in Section 9 of Article II, provided, however, that notice of the proposed alteration, amendment or repeal is contained in the notice of such meeting. By-laws, whether made or altered by the stockholders or bythe Board of Directors, shall be subject to alteration or repeal by the stockholders as in this Article VIII above provided. 12