EXHIBIT 3.1

# AMENDED AND RESTATED
BYLAWS

# OF

# USF CORPORATION

# AS ADOPTED ON JANUARY
29, 2004

---

# BYLAWS

# OF

# USF CORPORATION

Dated January 29,
2004

# OFFICES

Section
..1 Offices. USF Corporation (the Corporation) may have offices either
within or without the State of Delaware. The registered office of the Corporation and the
name of the registered agent of the Corporation are as set forth in the Restated
Certificate of Incorporation of the Corporation, as amended, and as may from time to time
be amended (the Charter of the Corporation) by resolution of the Board of
Directors (the Board).

# MEETINGS OF
STOCKHOLDERS

Section
..1 Annual Meetings. An annual meeting of the stockholders of the Corporation for
the election of directors and for the transaction of such other business as may properly
come before the meeting shall be held on such date and at such time as the Board may from
time to time determine, or, if not so designated, then at 10:00 a.m., on the third
Tuesday in April in each year if not a legal holiday, and, if a legal holiday, at the
same hour on the next succeeding work day, and at such place as shall be designated by
the Board in the notice thereof. Any previously scheduled annual meeting of the
stockholders may be postponed by resolution of the Board upon public announcement made on
or prior to the date previously scheduled for such annual meeting of stockholders if the
Board determines that such postponement serves a necessary corporate interest or
otherwise is in the best interests of the stockholders.

At
any annual meeting of stockholders, only such business shall be conducted as shall have
been brought before the annual meeting (i) by or at the direction of the chairman of
the meeting or (ii) by any stockholder who complies with the procedures set forth in
this Section 2.1.

For
business properly to be brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in proper written form to the Secretary of the
Corporation. To be timely, a stockholders notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than thirty (30)
days nor more than sixty (60) days prior to the annual meeting; provided,
however, that in the event that less than forty (40) days notice or prior
public announcement of the date of the annual meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the close of
business on the (tenth) 10th day following the day on which such notice of the date of the
annual meeting was mailed or such public announcement was made. To be in proper written
form, a stockholders notice to the Secretary shall set forth in writing as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting; (ii) the name and
address, as they appear on the Corporations books, of the stockholder proposing such
business; (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder; and (iv) any material interest of the
stockholder in such business. Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the procedures
set forth in this Section 2.1.

For
purposes of this Section 2.1 and Sections 2.2 and 3.3, public announcement
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly filed by
the corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange
Act).

Section
..2 Special Meetings. A special meeting of the stockholders for any purpose or
purposes may be called at any time only by the Board, or by any committee of the Board
which has been duly designated by the Board and whose powers and authority, as expressly
provided in a resolution of the Board, include the power to call such meetings, and such
meeting shall be held on such date and at such place and hour as shall be designated in
the notice thereof. Only such business as is specified in the notice of any special
meeting of the stockholders shall come before such meeting. Any previously scheduled
special meeting of the stockholders may be postponed by resolution of the Board upon
public announcement made on or prior to the date previously scheduled for such special
meeting of stockholders if the Board determines that such postponement serves a necessary
corporate interest or otherwise is in the best interests of the stockholders.

Section
..3 Notice of Meetings; Waiver. The Secretary or any Assistant Secretary shall
cause written notice of the place, if any, date and hour of each meeting of the
stockholders, and the means of remote communications, if any, by which stockholders and
proxy holders may be deemed to be present in person and vote at such meeting, and, in the
case of a special meeting, the purpose or purposes for which such meeting is called, to
be given personally or by mail, not less than ten (10) days nor more than sixty (60) days
prior to the meeting, to each stockholder of record entitled to vote at such meeting. If
a stockholder meeting is to be held via electronic communications and stockholders will
take action at such meeting, the notice of such meeting must: (i) specify the means of
remote communications, if any, by which stockholders and proxy holders may be deemed to
be present and vote at such meeting; and (ii) provide the information required to access
the stockholder list.

For
notice given by electronic transmission to a stockholder to be effective, such stockholder
must consent to the Corporations giving notice by that particular form of electronic
transmission. A stockholder may revoke consent to receive notice by electronic
transmission by written notice to the Corporation. A stockholders consent to notice
by electronic transmission is automatically revoked if the Corporation is unable to
deliver two consecutive electronic transmission notices and such inability becomes known
to the Secretary, Assistant Secretary, the transfer agent or other person responsible for
giving notice.

Notices
are deemed given (i) if by mail, when deposited in the United States mail, postage
prepaid, directed to the stockholder at his or her address as it appears on the record of
stockholders of the Corporation, or, if he or she shall have filed with the Secretary of
the Corporation a written request that notices to him or her be mailed to some other
address, then directed to him or her at such other address; (ii) if by facsimile, when
faxed to a number where the stockholder has consented to receive notice; (iii) if by
electronic mail, when mailed electronically to an electronic mail address at which the
stockholder consented to receive such notice; (iv) if by posting on an electronic network
(such as a website or chatroom) together with a separate notice to the stockholder of such
specific posting, upon the later to occur of (A) such posting or (B) the giving of the
separate notice of such posting; or (v) if by any other form of electronic communication,
when directed to the stockholder in the manner consented to by the stockholder. Such
further notice shall be given as may be required by law.

A
written waiver of any notice of any annual or special meeting signed by the person
entitled thereto, or a waiver by electronic transmission by the person entitled to notice,
shall be deemed equivalent to notice, whether provided before of after the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the stockholders need be specified in a waiver of notice. The attendance of any
stockholder at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

Section
..4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from
time to time to reconvene at the same or some other place, and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the Corporation may transact
any business which might have been transacted at the original meeting. If the adjournment
is for more than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section
..5 Quorum. Except as otherwise required by law or by the Charter of the
Corporation, the presence in person or by proxy of the holders of record of a majority of
the shares of stock of the Corporation entitled to vote at a meeting of stockholders
shall constitute a quorum for the transaction of business at such meeting. The
stockholders present at a duly called or convened meeting, at which a quorum is present,
may continue to transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.

Section
..6 Proxies. Any stockholder entitled to vote at any meeting of the stockholders or
to express consent to or dissent from corporate action in writing without a meeting may
authorize another person or persons to vote at any such meeting and express such consent
or dissent for him or her by proxy. A stockholder may authorize a valid proxy by
executing a written instrument signed by such stockholder, or by causing his or her
signature to be affixed to such writing by any reasonable means including, but not
limited to, by facsimile signature, or by transmitting or authorizing the transmission of
a telegram, cablegram or other means of electronic transmission to the person designated
as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such
proxy shall be voted or acted upon after the expiration of three years from the date of
such proxy, unless such proxy provides for a longer period. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except in those cases where
applicable law provides that a proxy shall be irrevocable. The attendance at any meeting
of a stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless such person shall in writing so notify the secretary of the
meeting prior to voting of the proxy. Proxies by telegram, cablegram or other electronic
transmission must either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was authorized
by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction
of a writing or transmission created pursuant to this section may be substituted or used
in lieu of the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the entire
original writing or transmission.

Section
..7 Organization of Meetings. At each meeting of the stockholders, one of the
following shall act as chairman of the meeting and preside there at, in the following
order of precedence:

| | (a)              the
Chairman of the Board, or, if such person is not present or if no person           holds
such office, any officer or director of the Corporation designated by the
          Board; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)              any
officer or director of the Corporation designated by a majority in voting
          interest of the stockholders present in person or by proxy and entitled to vote
          there at.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
person whom the chairman of the meeting shall appoint, shall act as secretary of the
meeting and keep the minutes thereof.

Section
..8 Order of Business. The order of business at each meeting of the stockholders
shall be determined by the chairman of the meeting, but such order of business may be
changed by a majority in voting interest of those present in person or by proxy at such
meeting and entitled to vote there at. The chairman of the meeting shall have the right
and authority to prescribe such acts and things as are necessary or desirable for the
proper conduct of the meeting, including, without limitation, the establishment of
procedures for the maintenance of order and safety, limitations on the time allotted to
questions or comments on the affairs of the Corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof, and the opening and
closing of the voting polls.

The
chairman of any meeting shall, if the facts warrant, determine and declare to such meeting
that business was not properly brought before the meeting in accordance with the
provisions of Sections 2.1 or 2.2 hereof and, if such person should so determine,
such person shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

Section .9 Voting. Each
stockholder shall, at each meeting of the stockholders, be entitled to one vote in person
or by proxy for each share of stock of the Corporation which has voting power on the
matter in question held by such person and registered in such persons name on the
stock record of the Corporation:

| | (a)              on
the date fixed pursuant to the provisions of Section 8.6 of           Article VIII
of these Bylaws as the record date for the determination of           stockholders who
shall be entitled to receive notice of and to vote at such           meeting; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)              if
no record date shall have been so fixed, then at the close of business on the
          day next preceding the day on which notice of the meeting shall be given or, if
          notice of the meeting shall be waived, at the close of business on the day next
          preceding the day on which the meeting shall be held, or, if no record date for
          determining stockholders entitled to express consent to corporate action in
          writing without a meeting shall have been fixed, the day on which the first
          written consent is expressed.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Shares of its own stock belonging to
the Corporation or to another corporation, if a majority of the shares entitled to vote in
the election of directors of such other corporation is held, directly or indirectly, by
the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Any
vote of stock of the Corporation may be given at any meeting of the stockholders by the
person entitled to vote the same in person or by proxy (who need not be a stockholder)
appointed by an instrument in writing pursuant to Section 2.6 of these Bylaws. Shares
standing in the names of two or more persons shall be voted or represented in accordance
with the determination of the majority of such persons, or, if only one of such persons is
present in person or represented by proxy, such person shall have the right to vote such
shares and such shares shall be deemed to be represented for the purpose of determining a
quorum. At all meetings of stockholders a plurality of the votes cast shall be necessary
to elect the directors. All other proposals, unless otherwise provided by law, or the
Charter of the Corporation, must receive a majority of the votes that could be cast by the
holders of all shares of stock that are present in person or represented by proxy and that
are entitled to vote upon such proposals. Unless otherwise required by law or directed by
the chairman of the meeting, the vote at any meeting of the stockholders on any question
need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder
voting, or by such persons proxy if there be such proxy, and shall state the number
of shares voted.

Section
..10 List of Stockholders. It shall be the duty of the officer of the Corporation
who shall have charge of the stock ledger of record, either directly or through another
officer of the Corporation or agent thereof, to prepare and make, at least ten (10) days
before every meeting of the stockholders, a complete list of the stockholders entitled to
vote there at, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder. 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 (10) days prior to
the meeting, either at the place where the meeting is to be held or at such other place
within the city where the meeting is to be held, which place shall be specified in the
notice of the meeting. Such list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any stockholder who is
present. The stock record shall be the only evidence as to who are the stockholders
entitled to examine the stock record, such list or the books of the Corporation or to
vote in person or by proxy at any meeting of the stockholders.

Section
..11 Inspectors. Preceding any meeting of the stockholders, the Board shall appoint
one or more persons to act as Inspectors of Elections, and may designate one or more
alternate inspectors. In the event no inspector or alternate is able to act, the person
presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of the duties of an inspector, shall take
and sign an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability. The inspector shall:

| | (a)              ascertain
the number of shares outstanding and the voting power of each;
| | -----------------------------------------------------------------------------------------

| | (b)              determine
the shares represented at a meeting and the validity of proxies and           ballots;
| | -----------------------------------------------------------------------------------------------------------------

| | (c)              specify
the information relied upon to determine the validity of electronic
          transmissions in accordance with Section 2.6 hereof;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)              count
all votes and ballots;
| | ---------------------------------------------

| | (e)              determine
and retain for a reasonable period a record of the disposition of any
          challenges made to any determination by the inspectors; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)              certify
his or her determination of the number of shares represented at the           meeting,
and his or her count of all votes and ballots.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

The
inspector may appoint or retain other persons or entities to assist in the performance of
the duties of inspector.

When
determining the shares represented and the validity of proxies and ballots, the inspector
shall be limited to an examination of the proxies, any envelopes submitted with those
proxies, any information provided in accordance with Section 2.6 of these Bylaws, ballots
and the regular books and records of the Corporation. The inspector may consider other
reliable information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers or their nominees or a similar person which represent
more votes than the holder of a proxy is authorized by the record owner to cast or more
votes than the stockholder holds of record. If the inspector considers other reliable
information as outlined in this section, the inspector, at the time of his or her
certification pursuant to (f) of this section shall specify the precise information
considered, the person or persons from whom the information was obtained, when this
information was obtained, the means by which the information was obtained, and the basis
for the inspectors belief that such information is accurate and reliable.

Section
..12 Opening and Closing of Polls. The date and time for the opening and the
closing of the polls for each matter to be voted upon at a stockholder meeting shall be
announced at the meeting. The inspector of the election shall be prohibited from
accepting any ballots, proxies or votes nor any revocations thereof or changes thereto
after the closing of the polls, unless the Court of Chancery upon application by a
stockholder shall determine otherwise.

Section
..13 Consent in Lieu of Meeting. To the fullest extent permitted by law, whenever
the vote of stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action, such action may be taken without a meeting,
without prior notice and without a vote of stockholders, if a consent or consents in
writing, setting forth the action so 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 (but not less than the minimum number of votes otherwise
prescribed by law) and shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporations registered
office shall be by hand or by certified or registered mail, return receipt requested.

Every
written consent shall bear the date of signature of each stockholder who signs the consent
and no written consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the manner
required by law to the Corporation, written consents signed by a sufficient number of
holders to take action are delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporations registered office shall
be by hand or by certified or registered mail, return receipt requested.

In
the event of the delivery to the Corporation of a consent, the Secretary of the
Corporation shall provide for the safe-keeping of such consent and shall promptly conduct
such ministerial review of the sufficiency of the consents and of the validity of the
action to be taken by stockholder consent as he or she deems necessary or appropriate,
including, without limitation, whether the holders of a number of shares having the
requisite voting power to authorize or take the action specified in the consent have given
consent; provided, however, that if the corporate action to which the
consent relates is the removal or replacement of one or more members of the Board, the
Secretary of the Corporation shall promptly designate two persons, who shall not be
members of the Board, to serve as Inspectors with respect to such consent and such
Inspectors shall discharge the functions of the Secretary of the Corporation under this
Section 2.13. If after such investigation the Secretary or the Inspectors (as the
case may be) shall determine that the consent is valid and that the action therein
specified has been validly authorized, that fact shall forthwith be certified on the
records of the Corporation kept for the purpose of recording the proceedings of meetings
of stockholders, and the consent shall be filed in such records, at which time the consent
shall become effective as stockholder action. In conducting the investigation required by
this Section 2.13, the Secretary or the Inspectors (as the case may be) may, at the
expense of the Corporation, retain special legal counsel and any other necessary or
appropriate professional advisors, and such other personnel as they may deem necessary or
appropriate to assist them, and shall be fully protected in relying in good faith upon the
opinion of such counsel or advisors.

# BOARD OF DIRECTORS

Section
..1 General Powers.The property,  business,  affairs and policies of the
Corporation  shall be managed by or under the direction of the Board.

Section
..2 Number and Term of Office. The Board shall consist of not less than three
directors nor more than twenty-one directors. The exact number of directors shall be
determined from time to time by a resolution or resolutions adopted by the affirmative
vote of a majority of the total number of directors which the corporation would have if
there were no vacancies (the entire Board). The directors shall be divided
into three classes. Each class shall consist, as nearly as may be possible, of one-third
of the total number of directors constituting the entire Board. If the classes of
directors are not equal in number, the Board shall determine which class shall contain an
unequal number of directors.

At
each annual meeting of stockholders, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the number of
directors is changed in accordance with the terms of the Charter of the Corporation and
this Section 3.2, any increase or decrease shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly equal as possible and any
additional director of any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide with the remaining term of
that class, but in no case will a decrease in the number of directors shorten the term of
any incumbent director. A director shall hold office until the annual meeting for the year
in which his or her term expires and until his or her successor shall be elected and shall
qualify, subject, however, to the directors prior death, resignation,
disqualification or removal from office.

Section
..3 Nomination and Election of Directors, and Non-Executive Chairman.

(a)    Nomination
and Election. Nominations of persons for election to the Board           may be made
at any annual meeting of stockholders by or at the direction of the           Board or by
any stockholder of the Corporation entitled to vote for the election           of
directors at the meeting who was a stockholder of record at the time of           giving
of notice provided for in this Section 3.3(a) and who complies with           the
notice procedures set forth in this Section 3.3(a). Any such nomination           by
a stockholder shall be made pursuant to timely notice in writing to the
          Secretary of the Corporation. To be timely notice for an annual meeting, a
          stockholders notice shall be delivered to and received by the Secretary
of           the Corporation not less than sixty (60) days nor more than ninety (90) days
          prior to the first anniversary of the preceding years annual meeting; provided that,
in the event that the date of the annual meeting is           advanced by more than
thirty (30) days or delayed by more than sixty (60) days           from such anniversary
date, notice by the stockholder to be timely must be so           delivered and received
not earlier than the ninetieth (90th) day           prior to such annual
meeting and not later than the close of business on the           later of the sixtieth
(60th) day prior to such annual meeting and the           tenth (10th)
day following the day on which a public announcement of           the date of such
meeting is first made. Notwithstanding anything in the           foregoing sentence to
the contrary, in the event that the number of directors to           be elected to the
Board is increased and there is no public announcement naming           all of the
nominees for director or specifying the size of the increased Board           made by the
Corporation at least seventy (70) days prior to the first           anniversary of the
preceding years annual meeting, a stockholders           notice required by
this Section 3.3 shall also be considered timely, but           only with respect to
nominees for any new positions created by such increase, if           it shall be
delivered to the Secretary of the Corporation at the principal           executive office
of the Corporation not later than the close of business on the           tenth (10th)
day following the day on which such public announcement           is first made by the
Corporation.

Nominations
of persons for election to the Board may be made at a special meeting of stockholders at
which directors are to be elected pursuant to the Corporations notice of meeting
(i) by or at the direction of the Board or (ii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice provided for in
this Section 3.3(a), who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 3.3(a). In the event the
Corporation calls a special meeting of stockholders for the purpose of electing one or
more directors to the Board, any such stockholder may nominate a person or persons (as the
case may be) for election to such position(s) as specified in the Corporations
notice of meeting, if the stockholders notice shall be delivered to and received by
the secretary of the Corporation at the principal executive offices of the Corporation not
earlier than the ninetieth (90th) day prior to such special meeting and not
later than the close of business on the later of the sixtieth (60th) day prior
to such special meeting and the tenth (10th) day following the day on which a
public announcement is first made of the date of the special meeting and of the nominees
proposed by the Board to be elected at such meeting.

Any
stockholders notice delivered pursuant to this Section 3.3(a) shall set forth
in writing (i) as to each person whom the stockholder proposes to nominate for
election or re-election as a director (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of such
person, (C) the number of shares of stock of the Corporation which are beneficially
owned by such person, and (D) any other information relating to such person that is
required to be disclosed in connection with the solicitation of proxies for election of
directors, or as otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (the Exchange Act) (including, without
limitation, such persons written consent to being named in proxy statement as a
nominee and to serving as a director if elected), and any other applicable laws or rules
or regulations of any governmental authority or of any national securities exchange or
similar body overseeing any trading market on which shares of the Corporation are traded;
and (ii) as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is made (A) the name and address of such stockholder, as
they appear on the Corporations books, and of such beneficial owner and (B) the
class and number of shares of the Corporation which are owned beneficially and of record
by such stockholder and such beneficial owner.

At
the request of the Board, any person nominated by the Board for election as a director
shall furnish to the Secretary of the Corporation that information required to be set
forth in a stockholders notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 3.3(a). The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by these Bylaws and
in that event the defective nomination shall be disregarded. In addition to the provisions
of this Section 3.3(a), a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder, and any other
applicable laws or rules or regulations of an governmental authority or any national
securities exchange or similar body overseeing any trading market on which shares of the
Corporation are traded, with respect to the matters set forth herein.

At
each meeting of the stockholders for the election of directors, provided a quorum is
present, the directors nominated in accordance with this Section 3.3(a) for election
at such meeting shall be elected by a plurality of the votes validly cast in such
election. Directors need not be stockholders of the Corporation or residents of the State
of Delaware.

(b)    Non-Executive
Chairman. The Board, by resolution or resolutions passed by           a majority of
the Board, may designate a director to the position of           Non-Executive Chairman
of the Board with such duties as shall be given such           person as hereinafter
provided or as may otherwise be specifically given such           person by the Board.

The
Non-Executive Chairman of the Board may resign at any time by giving written notice of
such persons resignation to the Board. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not be
specified therein, when accepted by the Board. Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it effective.

The
Non-Executive Chairman of the Board shall continue as such only as long as such person
remains a director and may be removed at any time, with or without cause, by a majority of
the Board.

The
Non-Executive Chairman of the Board shall have the following duties and functions:
(i) preside at meetings of the Board and of the stockholders; (ii) collaborate
with the Chief Executive Officer on Board meetings and agendas; (iii) lead the
evaluation process of the Chief Executive Officer; (iv) serve as an ex-officio member
of any Board committee; (v) assist the Board in the appointment of Board committee
chairs; (vi) assist the Board in the assignment of various tasks of the Corporation
to the Board committees; (vii) collaborate with the Chairman of the Nominating and
Corporate Governance Committee in the Board assessment process; and (viii) perform
such other duties as may from time to time be prescribed by the Board.

Section
..4     Meetings.

(a)    Regular Meetings. Regular meetings
of the Board or any committee thereof           shall be held as the Board or such
committee thereof shall from time to time           determine. If any day fixed for a
regular meeting shall be a legal holiday at           the place where the meeting is to
be held, then the meeting which would           otherwise be held on that day shall be
postponed until the next succeeding           business day.

(b)    Notice
of Meetings. Special meetings of the Board, at which any and all           business
may be transacted, shall be held whenever called by the Chief Executive
          Officer, the President, the Chairman of the Board or a majority of the Board.

(c)    Notice
of Meetings. No notice of regular meetings of the Board or of any           committee
thereof or of any adjourned meeting thereof need be given. Notice           shall be
given to each special meeting of the Board or adjournment thereof,           including
the time and place thereof. Notice of each such meeting shall be           mailed to each
director, addressed to such person at such persons           residence or usual
place of business, at least two (2) days before the day on           which such meeting
is to be held, or shall be sent to such person at such place           by facsimile,
telegraph, cable, wireless or other form of recorded           communication, or be
delivered personally or by telephone not later than the day           before the day on
which such meeting is to be held, but notice need not be given           to any director
who shall attend meeting. A written waiver of notice, signed by           the person
entitled thereto, whether before or after the time of the meeting           stated
therein, shall be deemed equivalent to notice. The purposes of a meeting           of the
Board or any committee thereof need not be specified in the notice           thereof.

(d)    Time
and Place of Meetings. Regular meetings of the Board or any           committee
thereof shall be held at such time or times and place or places as the           Board or
such committee may from time to time determine. Each special meeting of           the
Board or any committee thereof shall be held at such time and place as the
          caller or callers thereof may determine. In the absence of such a
determination,           each regular meeting or special meeting of the Board or any
committee thereof           shall be held at such time and place as shall be designated
in the notices or           waivers of notice thereof.

(e)    Quorum
and Manner of Acting. A majority of the directors then in office           and a
majority of the members of any committee shall be present in person at any
          meeting thereof in order to constitute a quorum for the transaction of business
          at such meeting and the vote of a majority of the directors present at any such
          meeting at which a quorum is present shall be necessary for the passage of any
          resolution or for an act to be the act of the Board or such committee. In the
          absence of a quorum, a majority of the directors present thereat may adjourn
          such meeting from time to time until a quorum shall be present there at. Notice
          of any adjourned meeting need not be given.

(f)    Organization
of Meetings. At each meeting of the Board, the Chairman of           the Board or, if
such person is not present or if no person holds such office,           any director
chosen by a majority of the directors present there at shall act as           chairman of
the meeting and preside thereat. The person whom the chairman of the           meeting
shall appoint shall act as secretary of such meeting and keep the           minutes
thereof. The order of business at each meeting of the Board shall be           determined
by the chairman of such meeting.

(g)    Consent
in Lieu of Meetings. Anything herein to the contrary           notwithstanding, any
action required or permitted to be taken at any meeting of           the Board or any
committee thereof may be taken without a meeting if all members           of the Board or
such committee, as the case may be, consent thereto in a writing           or writings
and such writing or writings are filed with the minutes of the           proceedings of
the Board or such committee.

(h)    Action
by Communications Equipment. The directors may participate in a           meeting of
the Board or any committee thereof 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
person at such meeting.

Section
..5 Compensation. Each director who is not also a salaried employee of the Company
or any of its affiliates, in consideration of he or she serving as such, shall be
entitled to receive from the Corporation such amount per annum and such fees for
attendance at meetings of the Board or of any committee, or both, as the Board shall from
to time determine. The Board may provide that the Corporation shall reimburse each
director or member of a committee, including any director who is a salaried employee of
the Company or any of its affiliates, for any expenses incurred by such person on account
of such persons attendance at any such meeting.

Section
..6 Resignation, Removal and Vacancies. Any director may resign at any time by
giving written notice of such persons resignation to the Board. Any such
resignation shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, when accepted by the Board. Except as
aforesaid, the acceptance of such resignation shall not be necessary to make it
effective.

Any
director may be removed at any time for cause by vote of the holders of a majority in
voting interest of shares then entitled to vote at an election of directors. The vacancy
in the Board caused by any such removal may be filled by the stockholders at such meeting
or as provided in the next paragraph of these Bylaws.

In
the case of any vacancy on the Board or in the case of any newly created directorship, a
director to fill the vacancy or the newly created directorship for the unexpired portion
of the term being filled may be elected by a majority of the directors of the Corporation
then in office, though less than a quorum, or by a sole remaining director. The director
elected to fill such vacancy shall hold office for the unexpired term in respect of which
such vacancy occurred and until such persons successor shall be elected and shall
qualify or until such persons earlier death or resignation or removal in the manner
herein provided.

# COMMITTEES

Section
..1 Number, Appointment, Term of Office, etc. The Board, by resolution or
resolutions passed by a majority of the Board, may designate one or more committees, each
committee to consist of one or more directors then in office. Each member of any such
committee shall continue as such only so long as such person remains a director and may
be removed at any time, with or without cause, by a majority of the Board. Any vacancy on
any committee may be filled at any time by the vote of a majority of the Board.

In
the absence or in case of the disqualification of a member or members of any such
committee, the member or members of such committee present and not disqualified from
voting at a meeting of such committee, whether or not such person or they constitute a
quorum, may unanimously appoint another member of the Board to act at such meeting in
place of any absent or disqualified member.

Section
..2 Functions and Powers. Each committee shall have such functions and powers as
the Board shall deem advisable and, subject to any limitations or restrictions which may
be prescribed by resolution of the Board, if an Executive Committee is designated, it
shall have and may exercise all the powers and authority of the Board in the management
of the property, business, affairs and policies of the Corporation, including the power
and authority to declare dividends and to authorize the issuance of stock of the
Corporation, and may authorize the seal of the Corporation to be affixed to all papers
which may require it; provided, however, that no committee shall have the
power of authority to: approve amendments to the Charter of the Corporation (except that
a committee may, to the extent authorized in the resolution or resolutions providing for
the issuance of shares of stock adopted by the board as provided in Section 151(a)
of the Delaware General Corporation Law, fix the designations and any of the preferences
or rights of such shares or fix the number of shares of any series of stock or authorize
the increase or decrease of the shares of any series); adopt agreements of merger or
consolidation; recommend to the stockholders the sale, lease or exchange of all or
substantially all the property and assets of the Corporation; recommend to the
stockholders the dissolution of the Corporation or the revocation of such a dissolution;
or amend these Bylaws.

Section
..3 Rules. Subject to the provisions of these Bylaws, each committee by resolution
adopted by a majority of all the members thereof shall fix its rules of procedure.

# OFFICERS

Section
..1 Election and Appointment and Term of Office. The Corporation shall have such
officers with such titles as shall be stated in a resolution of the Board, and with such
duties as shall be given them as hereinafter provided or as may otherwise be specifically
given them by the Board, but such officers shall include at least (a) a Chairman of
the Board or one or more Vice-Chairmen of the Board or a Chief Executive Officer or a
President, or any or all the foregoing, and (b) a Secretary or one or more Assistant
Secretaries or a Treasurer or one or more Assistant Treasurers, or any or all of the
foregoing. One of such officers shall have the duty to record the proceedings of the
meetings of stockholders and directors in a book to be kept for that purpose. Any number
of offices may be held by the same person except that at least one person who holds an
office referred to in clause (a) of the second preceding sentence shall not be the
same as at least one person who holds any office referred to in clause (b) of the
second preceding sentence.

Section
..2 Resignation, Removal and Vacancies. Any officer may resign at any time by
giving written notice of such persons resignation to the Board. Any such
resignation shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein when accepted by the Board. Except as
aforesaid, the acceptance of such resignation shall not be necessary to make it
effective.

Any
officer, agent or employee elected or appointed by the Board may be removed, with or
without cause, at any time by the Board. Any agent or employee appointed by an officer may
be removed, with or without cause, at any time by such officer.

A
vacancy in any office may be filled for the unexpired portion of the term in the same
manner as provided in these Bylaws for election or appointment to such office.

Section
..3 Duties and Functions. If any of the following offices is created and a person
appointed or elected thereto, and unless the Board otherwise provides, such offices and
persons shall have the following duties and functions:

(a)    Chairman.
If a Chairman of the Board is appointed or elected, such person           shall be a
member of the Board, shall preside at meetings of the Board and of           the
stockholders at which such person shall be present, shall perform such           duties
as are incident to the office of the Chairman of the Board, and shall           perform
such other duties as may from time to time be prescribed by the Board.

(b)    Vice-Chairman.
If any Vice-Chairman or Vice-Chairmen of the Board are           appointed or elected,
they shall be members of the Board, shall perform such           duties as are incident
to the office of the Vice-Chairman of the Board, and           shall perform such other
duties as may from time to time be prescribed by the           Board.

(c)    Chairman
of the Executive Committee. If a Chairman of the Executive           Committee is
appointed or elected, such person shall be a member of the Board,           shall preside
at meetings of the Executive Committee, shall when requested           consult with and
advise the other officers of the Corporation, and shall perform           such other
duties as may be agreed upon with them or as the Board or the           Executive
Committee may from time to time determine.

(d)    Chief
Executive Officer. If a Chief Executive Officer is appointed or           elected,
such person shall, subject to the control of the Board, have general           charge and
management of the property, business and affairs of the Corporation           and shall
have the direction of, and may assign duties to, all other officers           (other than
the Chairman and any Vice-Chairman, if either or both is appointed           or elected),
agents and employees.

(e)    President.
If a President is appointed or elected, such person shall have           such powers and
duties as shall be prescribed by the Chief Executive Officer, if           one is
appointed or elected, or the Board. The President shall report to the           Chief
Executive Officer.

(f)    Chief
Operating Officer. If any Chief Operating Officer is appointed or           elected,
such person shall have such powers and duties as shall be prescribed by           the
Chief Executive Officer or the President, if either or both is appointed or
          elected, or the Board.

(g)    Chief
Financial Officer. If any Chief Financial Officer is appointed or           elected,
such person shall perform all the powers and duties of the offices of           the chief
financial officer and chief accounting officer and in general shall           have
overall supervision of the financial operations of the Corporation. The           Chief
Financial Officer shall also perform such other duties as the Chief           Executive
Officer, the President or the Board may from time to time determine.

(h)    Vice
Presidents. If any Vice President or Vice Presidents are appointed           or
elected, they shall have such powers and duties as shall be prescribed by the
          Chief Executive Officer or the President, if either or both is appointed or
          elected, or the Board. Vice Presidents for this purpose shall include Senior,
          Executive, Assistant and all other categories or types of Vice Presidents.

(i)    Secretary.
If a Secretary is appointed or elected, such person shall           attend and keep the
records of all meetings of the stockholders and the Board in           one or more books
kept for that purpose, shall give or cause to be given due           notice of all
meetings in accordance with these Bylaws and as required by law,           shall notify
the several officers of the Corporation of all action taken by the           Board
concerning matters relating to their duties, shall transmit to the proper
          officers copies of all contracts and resolutions approved by the Board or any
          committees of the Board, shall be custodian of the seal of the Corporation and
          of all contracts, deeds, documents and other corporate papers, records (except
          accounting records) and indicia of title to properties owned by the Corporation
          as shall not be committed to the custody of another officer by the Chief
          Executive Officer or the President, if either or both is appointed or elected,
          or the Board, shall affix or cause to be affixed the seal of the Corporation to
          instruments requiring the same when the same have been signed on behalf of the
          corporation by a duly authorized officer, shall perform all duties and have all
          powers incident to the office of Secretary, and shall perform such other duties
          as shall be assigned to such person by the Chief Executive Officer or the
          President, if either or both is appointed or elected, or the Board. One or more
          Assistant Secretaries may be appointed or elected, who shall perform all the
          duties and have all the powers of the Secretary in the absence of or in case of
          a failure to appoint or elect or when so delegated by the Secretary, and as the
          Chief Executive Officer or the President, if either or both is appointed or
          elected, or the Board may direct.

(j)    Treasurer.
If a Treasurer is appointed or elected, such person shall           perform the duties
incident to the office of Treasurer and such other duties as           shall be assigned
to such person by the Chief Executive Officer or the           President, if either or
both is appointed or elected, or the Board. One or more           Assistant Treasurers
may be appointed or elected who shall perform all the           duties and have all the
powers of the Treasurer in the absence of, or in the           case of a failure to
appoint or elect, or when so delegated by the Treasurer,           and as the Chief
Executive Officer or the President, if either or both is           appointed or elected,
or the Board may direct.

(k)    
          Controller. If a Controller is appointed or elected, such person shall
          perform all the duties incident to the office of Controller and such other
          duties as may be assigned to such person by the Chief Executive Officer or the
          President, if either or both is appointed or elected., or the Board. One or more
          Assistant Controllers may be appointed or elected who shall perform all the
          duties and have all the powers of the Controller in the absence of, or in the
          case of a failure to appoint or elect, or when so delegated by, the Controller,
          and as the Chief Executive Officer or the President, if either of both is
          appointed or elected, or the Board may direct.

# WAIVER OF NOTICES;
PLACE OF MEETINGS

Section
..1 Waiver of Notices. Anything herein to the contrary notwithstanding, whenever
notice is required to be given to any director or member of a committee, a waiver thereof
in writing, signed by the person entitled to such notice shall be deemed equivalent to
notice, whether given before or after the time specified therein and, in the case of a
waiver of notice of a meeting, whether or not such waiver specifies the purpose of or
business to be transacted at such meeting. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except where the person attends the
meeting for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or convened, and
does so object.

Section
..2 Place of Meetings. Any meeting of the stockholders, the Board or any committee
may be held within or without the State of Delaware.

# EXECUTION AND DELIVERY
OF DOCUMENTS;DEPOSITS; PROXIES;
BOOKS AND RECORDS

Section
..1 Execution and Delivery of Documents; Delegation. The Board shall designate the
officers, employees and agents of the Corporation who shall have power to execute and
deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders
for the payment of money and other documents for and in the name of the Corporation and
may authorize such officers, employees and agents to delegate such power (including
authority to redelegate) by written instrument to other officers, employees or agents of
the Corporation. Such delegation may be by resolution or otherwise and the authority
granted shall be general or confined to specific matters, all as the Board may determine.
In the absence of such designation referred to in the first sentence of such designation
referred to in the first sentence of this Section, the officers of the Corporation shall
have such power so referred to, to the extent incident to the normal performance of their
duties.

Section
..2 Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation or otherwise as the Board or
any officer of the Corporation to whom power in that respect shall have been delegated by
the Board shall select.

Section
..3 Proxies in Respect of Stock or Other Securities of Other Corporations. Unless
otherwise provided by the Board, any officer of the Corporation shall have the authority
from time to time to appoint an agent or agents of the Corporation to exercise in the
name and on behalf of the Corporation the powers and rights which the Corporation may
have as the holder of stock or other securities in any other corporation, to vote or
consent in respect of such stock or securities and to execute or cause to be executed in
the name and on behalf of the Corporation and under its corporate seal or otherwise, such
written proxies, powers of attorney or other instruments as such person may deem
necessary or proper in order that the Corporation may exercise such powers and rights.
Such officer may instruct any person or persons appointed as aforesaid as to the manner
of exercising such powers and rights.

Section
..4 Books and Records. The books and records of the Corporation may be kept at such
places within or without the State of Delaware as the proper officers of the Corporation
may from time to time determine.

# CERTIFICATES; STOCK
RECORD; TRANSFER AND REGISTRATION;NEW CERTIFICATES;
RECORD DATE, ETC.

Section
..1 Certificates for Stock. Every holder of stock of the Corporation shall be
entitled to have a certificate certifying the number of shares owned by such person in
the Corporation and designating the class of stock to which such shares belong, which
shall otherwise be in such form as the Board shall prescribe. Each such certificate shall
be signed by, or in the name of the Corporation by, the Chairman, a Vice-Chairman, the
Chief Executive Officer, the President or a Vice President of the Corporation and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the
Corporation. Any of or all such signatures may be facsimiles. In case any authorized
officer who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer or authorized agent before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect as if such
person were such officer or authorized agent on the date of issue. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled and a new
certificate or certificates shall not be issued in exchange for any existing certificate
until such existing certificate shall have been so canceled, except in cases provided for
in Section 8.4 of this Article.

Section
..2 Stock Record. A stock record in one or more counterparts shall be kept of the
name of the person, firm or corporation owning the stock represented by each certificate
for stock of the Corporation issued, the number of shares represented by each such
certificate, the date of issue thereof and, in the case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the stock record of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

Section
..3 Transfer and Registration of Stock.

(a)    Transfer.
The transfer of stock and certificates of stock which represent           the stock of
the corporation shall be governed by Article 8 of           Subtitle I of Title 6
of the Delaware Code.

(b)    Registration.
Registration of transfers of shares of the Corporation           shall be made only on
the books of the Corporation by the registered holder           thereof, or by such persons
attorney thereunto authorized by power of           attorney duly executed and filed with
an officer of the Corporation, and on the           surrender of the certificate or
certificates for such shares properly endorsed           or accompanied by a stock power
duly executed.

Section
..4 New Certificates

(a)    Lost,
Stolen or Destroyed Certificates. Where a stock certificate has           been lost,
apparently destroyed or wrongfully taken, the issuance of a new stock
          certificate or the claims based on such certificate shall be governed by
          Article 8 of Subtitle I of Title 6 of the Delaware Code.

(b)    Mutilated
Certificates. Where the holder of any certificate for stock of           the
Corporation notifies the Corporation of the mutilation of such certificate
          within a reasonable time after such person has notice of it, the Corporation
          will issue a new certificate for stock in exchange for such mutilated
          certificate theretofore issued by it.

(c)    Bond.
The Board may, in its discretion, require the owner of the lost,           stolen,
destroyed or mutilated certificate to give the Corporation a bond in           such sum,
limited or unlimited, in such form and with such surety or sureties           sufficient
to indemnify the Corporation against any claim that may be made           against it on
account of the loss, theft, destruction or mutilation of any such           certificate
or the issuance of any such new certificate.

Section
..5 Additional Rules and Regulations. Subject to the provisions of the Charter of
the Corporation and these Bylaws, the Board may prescribe such additional rules and
regulations as it may deem appropriate relating to the issue, transfer and registration
of stock of the Corporation.

Section
..6 Fixing Date for Determination of Stockholders of Record. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not be more than
sixty (60) days nor less than ten (10) days before the date of such meeting, nor more
than sixty (60) days prior to any other action. If no record date is fixed: (1) the
record date for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day on which
notice is given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing without a
meeting, when no prior action by the Board is necessary, shall be the day on which the
first written consent is expressed; (3) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto. A determination of stockholders entitled to
notice of or to vote at a meeting of the stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new record date
for the adjourned meeting.

# SEAL

Section
..1 Seal. The Corporate seal shall consist of a die bearing the full name of the
Corporation in the outer circle and the legend Corporate Seal 1991 Delaware in
the inner circle. This seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

# FISCAL YEAR

Section
..1 Fiscal Year. The fiscal year of the Corporation shall end on the Saturday
closest to December 31 in each year, or such other date as the Board determines.

# AMENDMENTS

Section
..1 Amendments. These Bylaws may be amended, altered or repealed by the vote of a
majority of the Board, subject to the power of the holders of 66 2/3 percent of the
outstanding stock of the Corporation entitled to vote in respect thereof by their vote
given at an annual meeting or at any special meeting, to amend, alter, or repeal any
By-law made by the Board.

# SUBJECT TO LAW

Section
..1 Subject to Law.All  provisions of these Bylaws are subject to  requirements  of
applicable  law and the Charter of the Corporation.

# INDEMNIFICATION

Section
..1 Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the
Right of the Corporation. Subject to Section 13.3 of this Article XIII, the
Corporation shall indemnify and hold harmless, to the fullest extent permitted by
applicable law, any person who is or was a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to
believe such persons conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or
its equivalent, shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which such person reasonably believed to be in or not opposed
to the best interests of the Corporation, or with respect to any criminal action or
proceeding, that such person had reasonable cause to believe that such persons
conduct was unlawful.

Section
..2 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the
Corporation. Subject to Section 13.3 of this Article XIII, the Corporation
shall indemnify and hold harmless, to the fullest extent permitted by applicable law, any
person who is or was a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to produce a
judgment in its favor by reason of the fact that he is or was a director or officer of
the Corporation, or is or was a director or officer of the Corporation serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable
to the Corporation unless and only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine upon application that, despite
the adjudication of liability, in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

Section
..3 Authorization of Indemnification. Any indemnification under this Article XIII
(unless ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 13.1 or Section 13.2 of this Article XIII,
as the case may be. Such determination shall be made (i) by the Board by a majority
vote of a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) by a committee of such directors designated by a majority vote
of such directors even though less than a quorum, or (iii) if such a quorum is not
obtainable, or, even if it is obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (iv) by the stockholders. To
the extent, however, that a director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise in defense of any action, suit or proceeding
described above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys fees) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization in the
specific case.

Section
..4 Good Faith Defined. For purposes of any determination under Section 13.3
of this Article XIII, a person shall be deemed to have acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best interests of
the Corporation, or, with respect to any criminal action or proceeding, to have had no
reasonable cause to believe such persons conduct was unlawful, if such persons
action is based on the records or books of account of the Corporation or another
enterprise, or on information supplied to such person by the officers of the Corporation
or another enterprise in the course of their duties, or on the advice of legal counsel
for the Corporation or another enterprise or on information or records given or reports
made to the Corporation or another enterprise by an independent certified public
accountant or by an appraiser or the expert selected with reasonable care by the
Corporation or another enterprise. The term another enterprise as used in
this Section 13.4 shall mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or agent. The
provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Sections 13.1 or 13.2 of this Article XIII, as
the case may be.

Section
..5 Indemnification by a Court. Notwithstanding any contrary determination in the
specific case under Section 13.3 of this Article XIII, and notwithstanding the
absence of any determination thereunder, any director, officer, employee or agent may
apply to any court of competent jurisdiction in the State of Delaware for indemnification
to the extent otherwise permissible under Sections 13.1 and 13.2 of this Article XIII.
The basis of such indemnification by a court shall be a determination by such court that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standards of conduct set forth
in Sections 13.1 or 13.2 of this Article XIII, as the case may be. Neither a
contrary determination in the specific case under Section 13.3 of this Article XIII
nor the absence of any determination thereunder shall be a defense to such application or
create a presumption that the director, officer, employee or agent seeking
indemnification has not met any applicable standard of conduct. Notice of any application
for indemnification pursuant to this Section 13.5 shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in part, the
director, officer, employee or agent seeking indemnification shall also be entitled to be
paid the expenses of prosecuting such application.

Section
..6 Expenses Payable in Advance. Expenses incurred by a director or officer in
defending or investigating a threatened or pending action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director, officer, employee or
agent to repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article XIII.

Section
..7 Nonexclusivity of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by or granted pursuant to this
Article XIII shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any By-Law,
agreement, contract, vote of stockholders or disinterested directors or pursuant to the
direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both
as to action in their official capacity and as to action in another capacity while
holding such office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 13.1 and 13.2 of this Article XIII shall be made
to the fullest extent permitted by law. The provisions of this Article XIII shall
not be deemed to preclude the indemnification of any person who is not specified in
Section 13.1 or 13.2 of this Article XIII but whom the Corporation has the
power or obligation to indemnify under the provisions of the Delaware General Corporation
Law, or otherwise.

Section
..8 Insurance. The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such persons status as such, whether or not
the Corporation would have the power or the obligation to indemnify such person against
such liability under the Delaware General Corporation Law or the provisions of this
Article XIII.

Section
..9 Certain Definitions. For purposes of this Article XIII references to the
Corporation shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would have had
power and authority to indemnify its directors, officers, employees or agents, so that
any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same position under
the provisions of this Article XIII with respect to the resulting or surviving
corporation as such person would have with respect to such constituent corporation if its
separate existence had continued. For purposes of this Article XIII, references to
fines shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to serving at the request of the Corporation shall
include any service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involved services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner not opposed to the best interests of the
Corporation as referred to in this Article XIII.

Section
..10 Survival of Indemnification and Advancement of Expenses. The indemnification
and advancement of expenses provided by, or granted pursuant to, this Article XIII
shall, unless otherwise provided when authorized or ratified, continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

Section
..11 Limitation on Indemnification. Notwithstanding anything contained in this
Article XIII to the contrary, except for proceedings to enforce rights to
indemnification (which shall be governed by Section 13.5 hereof), the Corporation
shall not be obligated to indemnify any director, officer, employee or agent in
connection with a proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized or consented to by the Board.

Section
..12 Severability. If this Article XIII or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director or officer and may indemnify each employee or agent
of the Corporation as to costs, charges and expenses (including attorneys fees),
judgments, fines and amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, including an action
by or in the right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article XIII that shall not have been invalidated and to the fullest
extent permitted by applicable law.

# INTERESTED DIRECTORS

Section
..1 Interested Directors; Quorum. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the Corporation and
any other corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if: (1) the material facts as to such
persons relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to such persons relationship or interest
and as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (3) the contract or transaction is fair
as to the Corporation as of the time it is authorized, approved or ratified, by the
Board, a committee thereof, or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board or of a
committee which authorizes the contract or transaction.