**Exhibit 3.2**

 

**FOURTH AMENDED AND RESTATED**

**BY-LAWS**

**OF**

**CHRISTOPHER & BANKS CORPORATION**

 

**ARTICLE I.**

**STOCKHOLDERS**

 

**Section 1.  Annual Meetings.**  The annual meeting of thestockholders for the election of directors and the transaction of otherbusiness as may come before the meeting shall be held each year on such date,time and place as shall be fixed by resolution of the Board of Directors.

 

**Section 2.  Special Meetings.**  Special meetings of thestockholders for any purpose or purposes may be called only by the Chair (“Chair”)of the Board or the Board of Directors.

 

**Section 3.  Place of Meetings.**  Except as otherwiseprovided in these By-Laws, all meetings of the stockholders shall be held atsuch dates, times and places, within or without the State of Delaware, as shallbe determined by the Board of Directors or the Chief Executive Officer of theCorporation and as shall be stated in the notice of the meeting or in waiversof notice thereof.  If the place of anymeeting is not so fixed, it shall be held at the registered office of theCorporation in the State of Delaware.

 

**Section 4.  Notice of Meetings.** Whenever stockholders arerequired or permitted to take any action at a meeting, a written notice of themeeting shall be given that shall state the place, date, and time of themeeting and the purpose or purposes for which the meeting is called and shallindicate who called the meeting.  A copyof the notice of any meeting shall be given, personally or by mail, not less thanten (10) nor more than sixty (60) days before the date of the meeting, toeach stockholder entitled to vote at the meeting.  If mailed, the notice shall be given whendeposited in the United States mail, postage prepaid, and shall be directed toeach stockholder at the stockholder’s address as it appears on the record ofstockholders, unless he or she shall have filed with the Secretary of theCorporation a written request that notices to him or her be mailed to someother address, in which case it shall be directed to him or her at the otheraddress.  Notice of any meeting ofstockholders shall not be required to be given to any stockholder who shallattend the meeting, except any stockholder who shall attend such meeting forthe express purpose of objecting at the beginning thereof to the transaction ofany business because the meeting is not lawfully called or convened, or whoshall submit, either before or after the meeting, a signed waiver ofnotice.  Unless the Board, after theadjournment, shall fix a new record date for an adjourned meeting or unless theadjournment is for more than thirty (30) consecutive days, notice of anadjourned meeting need not be given if the place, date and time to which themeeting shall be adjourned is announced at the meeting at which the adjournmentis taken.

 

**Section 5.  Quorum.**  Except as otherwise provided by law or by theCertificate of Incorporation of the Corporation, at each meeting ofstockholders, the holders of a majority of the shares of each class entitled tovote thereat, present, in person or by proxy, shall constitute a quorum for thetransaction of business by such class.

 

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**Section 6.  Voting.**  At each meeting of stockholders, everystockholder of record shall be entitled to cast one vote for every share ofstock held in her or his name on the books of the Corporation on the recorddate and entitled to vote at such meeting. A stockholder may vote in person or by proxy.  Except as otherwise provided by law, by theCertificate of Incorporation of the Corporation, or by these By-Laws, anycorporate action to be taken by a vote of the stockholders, other than theelection of directors, shall be authorized by not less than a majority of thevotes cast at a meeting by the stockholders present, in person or by proxy, andentitled to vote thereon.  Directorsshall be elected as provided in Section 3 of Article II of theseBy-Laws.  Written ballots shall not berequired for voting on any matter unless ordered by the Chair of the meeting.

 

**Section 7.  Action Without a Meeting.**  Any action required orpermitted to be taken by the stockholders of the Corporation must be effectedat a duly called annual or special meeting of such holders and may not beeffected by any consent in writing by such holders.

 

**Section 8.  List of Stockholders.**  At least ten (10) daysbefore every meeting of stockholders, a list of the stockholders (includingtheir addresses) entitled to vote at the meeting and their record holdings asof the record date shall be open for examination by any stockholder, duringordinary business hours, on a reasonably accessible electronic network,provided that the information required to gain access to such list is providedwith notice of the meeting, or, if not so provided, at the principal place of businessof the Corporation (by contacting the Corporate Secretary).  The list also shall be kept at and beavailable throughout the meeting.

 

**Section 9.  Rules of Conduct.**  The Board of Directors orthe Chair may adopt such rules, regulations and procedures for the conduct ofany meeting of the stockholders as it deems appropriate including, withoutlimitation, rules, regulations and procedures regarding participation in themeeting by means of remote communication. Except to the extent inconsistent with any applicable rules, regulationsor procedures adopted by the Board of Directors, the Chair of any meeting mayadopt such rules, regulations and procedures for the meeting, and take suchactions with respect to the conduct of the meeting, as the Chair of the meetingdeems appropriate.  The rules,regulations and procedures adopted may include, without limitation, rules that(i) establish an agenda or order of business, (ii) are intended tomaintain order and safety at the meeting, (iii) restrict entry to themeeting after the time fixed for its commencement and (iv) limit the timeallotted to stockholder questions or comments. Unless otherwise determined by the Board of Directors or the Chair,meetings of the stockholders need not be held in accordance with the rules ofparliamentary procedure.

 

**Section 10.  Proxies.**  Each stockholder entitledto vote at a meeting of stockholders may authorize another person or persons toact for such stockholder by proxy as permitted by the General Corporation Lawof the State of Delaware.

 

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**Section 11.  Notice of Nominations and Other Businessat Annual Meetings.**

 

(a)           Nominations of persons for electionto the Board of Directors of the Corporation and the proposal of business to beconsidered by the stockholders may be made at an annual meeting of stockholdersonly through any one of the following means: (1) pursuant to the Corporation’s notice of meeting, (2) by orat the direction of the Board of Directors or (3) by any stockholder ofthe Corporation who was a stockholder of record at the time of giving of thenotice by the stockholders provided for in this Section, who is entitled tovote at the meeting and who complied with the notice procedures set forth inthis Section.

 

(b)           For nominations or other business tobe properly brought before an annual meeting by a stockholder pursuant toclause (3) of paragraph (a) of this Section, the stockholder musthave given timely notice thereof in writing to the Secretary of the Corporationand such other business must be a proper matter for stockholder action. To betimely, a stockholder’s notice shall be delivered to the Secretary at theprincipal executive offices of the Corporation not later than the close ofbusiness on the ninetieth (90th)day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’sannual meeting; provided, however, that in the event that the date of theannual meeting is advanced by more than thirty (30) days or delayed by morethan thirty (30) days from such anniversary date, notice by the stockholder tobe timely must be so delivered not earlier than the close of business on theone hundred twentieth (120th)day prior to such annual meeting and not later than the close of business onthe later of the ninetieth (90th) day prior to such annual meeting or, if the first publicannouncement is less than one hundred twenty (120) days prior to the date ofsuch meeting, the tenth (10th)day following the day on which public announcement of the date of such meetingis first made.  In no event shall anyadjournment or postponement of an annual meeting or the announcement thereofcommence a new time period for the giving of a stockholder’s notice asdescribed above.

 

Suchstockholder’s notice shall set forth (1) as to each person whom thestockholder proposes to nominate for election or reelection as a director (i) allinformation relating to such person that is required to be disclosed in solicitationsof proxies for election of directors, or is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (the “Exchange Act”) (including such person’s written consent to beingnamed in the proxy statement as a nominee and to serving as a director ifelected), (ii) the class and number of shares of the Corporation which areowned beneficially and of record by such person or any Associated Person ofsuch person and (iii) any other direct or indirect positions, agreementsor understandings to which such person or any Associated Person of such personis a party (including hedged positions, short positions, options, derivatives,convertible securities and any other stock appreciation or voting interests)which provide the opportunity to profit or share in any profit derived from anyincrease or decrease in the value of the shares of the Corporation; (2) asto any other business that the stockholder proposes to bring before themeeting, a brief description of the business desired to be brought before themeeting, the reasons for conducting such business at the meeting and anymaterial interest in such business of such stockholder or any Associated Personof such stockholder, including any agreements such stockholder or anyAssociated Person of such stockholder may have with others in connection withsuch business; and (3) as to the stockholder giving the notice (i) thename and address of such stockholder, as they appear on the Corporation’sbooks, (ii) the class and number 

 

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ofshares of the Corporation which are owned beneficially and of record by suchstockholder or any Associated Person of such stockholder and (iii) anyother direct or indirect positions, agreements or understandings to which suchstockholder or any Associated Person of such stockholder is a party (includinghedged positions, short positions, options, derivatives, convertible securitiesand any other stock appreciation or voting interests) which provide theopportunity to profit or share in any profit derived from any increase ordecrease in the value of the shares of the Corporation.

 

(c)           Only such persons who are nominatedin accordance with the procedures set forth in this Section shall beeligible to serve as directors and only such business shall be conducted at anannual meeting of stockholders as shall have been brought before the meeting inaccordance with the procedures set forth in this Section.  Except as otherwise provided by law, theChair of the meeting shall have the power and duty to determine whether anomination or any business proposed to be brought before the meeting was madein accordance with the procedures set forth in this Section and, if anyproposed nomination or business is not in compliance with these By-Laws, todeclare that such defective proposed business or nomination shall bedisregarded.

 

(d)           For the purposes of this Section, “publicannouncement” shall mean disclosure in a press release reported by (i) theDow Jones News Service, Associated Press or a comparable national news serviceor (ii) in a document publicly filed by the Corporation with theSecurities and Exchange Commission pursuant to Section 13, 14 or 15(d) ofthe Exchange Act.

 

(e)           For the purposes of this Section, “AssociatedPerson” of any stockholder or proposed nominee shall mean (i) any memberof the immediate family of such stockholder or proposed nominee sharing thesame household with such stockholder or proposed nominee; (ii) any personcontrolling, controlled by, or under common control with, such stockholder orproposed nominee; (iii) any person acting in concert or as part of a group(within the meaning of the Exchange Act and the regulations promulgatedthereunder) with such stockholder or proposed nominee; or (iv) anybeneficial owner of shares of stock of the Corporation that are owned (ofrecord or beneficially) by such stockholder or proposed nominee.

 

(f)            Nothing in this Section shallbe deemed to affect any rights of stockholders to request inclusion ofproposals in the Corporation’s proxy statement pursuant to and in compliancewith Rule 14a-8 under the Exchange Act.

 

**Section 12.  Record Date.**  If the Corporationproposes to take any action for which the General Corporation Law of the Stateof Delaware would permit it to set a record date, the Board of Directors mayset such a record date as provided under the General Corporation Law of theState of Delaware.

 

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**ARTICLE II.**

**BOARD OF DIRECTORS**

 

**Section 1.  General Power.**  The property, business andaffairs of the Corporation shall be managed by or under the direction of itsBoard of Directors.  The Board ofDirectors may delegate its authority, subject to reasonable supervision, to anycommittee, officer or agent and grant the power to sub-delegate.

 

**Section 2.  Number.**  Except as otherwise provided in theCertificate of Incorporation of the Corporation, the number of directors of theBoard of Directors shall be fixed from time to time by the majority vote of theentire Board of Directors.  No decreasein the number of directors constituting the Board of Directors shall shortenthe term of any incumbent director.

 

**Section 3.  Election and Term of Directors.**  The directors shall beclassified, with respect to the time for which they severally hold office, intothree classes, as nearly equal in number as possible, as determined by theBoard of Directors, with the members of each class to hold office until theirsuccessors are elected and qualified.  Ateach annual meeting of the stockholders of the Corporation, the successors ofthe class of directors whose term expires at that meeting shall be elected tohold office for a term expiring at the annual meeting of stockholders held inthe third year following the year of their election.

 

Exceptas otherwise provided in the Certificate of Incorporation of the Corporation,directors shall be elected by a plurality of the votes cast.

 

**Section 4.  Resignations.**  Any director may resign atany time by giving written notice of his or her resignation to theCorporation.  A resignation shall takeeffect at the time specified therein or, if the time when it shall becomeeffective shall not be specified therein, immediately upon its receipt, and,unless otherwise specified therein, the acceptance of a resignation shall notbe necessary to make it effective.

 

**Section 5.  Removal.**  Any director may beremoved by the stockholders of the Corporation only for Cause and only by theaffirmative vote of a majority of the stockholders then entitled to vote in theelection of directors.  For this purpose,“Cause” means (i) the director’s conviction or pleading nolo contendere tofelony criminal conduct, (ii) the commission by the director of fraud,misappropriation or embezzlement in connection with the Corporation’s business,(iii) the material breach or violation by the director of any agreementwith the Corporation, (iv) the willful and material misconduct by thedirector or willful and material failure by the director to perform the dutiesof director.

 

**Section 6.  Newly Created Directorships and Vacancies.**  Except as otherwiseprovided in the Certificate of Incorporation of the Corporation newly createddirectorships resulting from any increase in the number of directors and anyvacancies on the Board of Directors resulting from death, resignation,disqualification, removal or other cause shall be filled by the affirmativevote of a majority of the remaining directors then in office, even though lessthan a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shallhold office for the remainder of the term of the class of directors in whichthe new directorship was created or the vacancy occurred and until suchdirector’s successor shall have been elected 

 

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andqualified.  No decrease in the number ofdirectors shall shorten the term of any incumbent director.

 

**Section 7.  Regular Meetings.**  At such times as it deemsappropriate, the Board of Directors shall meet for the purposes of the electionof officers and the transaction of other business.  Other regular meetings of the Board ofDirectors shall be held at such places, dates, and times as may be fixed fromtime to time by the Board of Directors. Notice of regular meetings need not be given, except as otherwiserequired by law.

 

**Section 8.  Special Meetings.**  A special meeting of theBoard of Directors may be called by the Chief Executive Officer (if a member ofthe Board of Directors), the Chair or by any two (2) directors and shallbe held at such time and place as are fixed in the call of the meeting.  Notice of each special meeting shall be given(i) in person or by telephone to the director at least twenty-four (24)hours in advance of the meeting, (ii) by personally delivering writtennotice to the director’s last known business or home address at leastforty-eight (48) hours in advance of the meeting, (iii) by delivering anelectronic transmission (including, without limitation, via telefacsimile orelectronic mail) to the director’s last known facsimile number or email addressfor receiving electronic transmissions of that type at least forty-eight (48)hours in advance of the meeting, (iv) by depositing written notice with areputable delivery service or overnight carrier addressed to the director’slast known business or home address for delivery to that address no later thanthe business day preceding the date of the meeting or (v) by depositingwritten notice in the U.S. mail, postage prepaid, addressed to thedirector’s last known business or home address no later than the third businessday preceding the date of the meeting. Timely notice of any meeting need not be given to any director who shallsubmit, either before or after the meeting, a signed waiver of notice or whoshall attend the meeting, except if such director shall attend for the expresspurpose of objecting at the beginning thereof to the transaction of anybusiness because the meeting is not lawfully called or convened.  Notice of any adjourned meeting, includingthe place, date and time of the new meeting, shall be given to all directorsnot present at the time of the adjournment, as well as to the other directorsunless the place, date and time of the new meeting is announced at theadjourned meeting.  Each notice shallstate the time and place of the meeting but need not state the purposesthereof.

 

**Section 9.  Quorum and Manner of Acting.**  At each meeting of theBoard of Directors the presence of a majority of the total number of directorsshall be required to constitute a quorum for the transaction of business, andthe vote of a majority of the directors present at the time of the vote, if aquorum is present at that time, shall be the act of the Board ofDirectors.  A majority of the directorspresent, whether or not a quorum is present, may adjourn any meeting to anotherplace, date and time.  Members of theBoard of Directors or any committee designated by the Board of Directors mayparticipate in meetings of the Board of Directors or any such committee bymeans of conference telephone or similar communications equipment by which allpersons participating in the meeting can hear each other, and suchparticipation shall constitute presence in person at the meeting.

 

**Section 10.  Written Consent.** Any action required orpermitted to be taken by the Board of Directors or any committee of the Boardof Directors may be taken without a meeting if all members of the Board ofDirectors or committee, as the case may be, consent thereto in 

 

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writingand the writing or writings are filed with the minutes of proceedings of theBoard of Directors or committee.

 

**Section 11.  Compensation.**  The Board of Directors shallhave the authority to fix the compensation of directors for services in anycapacity and to provide that the Corporation shall reimburse each director forany expenses paid by him or her on account of his or her attendance at anyregular or special meeting of the Board. Nothing herein contained shall be construed so as to preclude anydirector from serving the Corporation in any other capacity, or from servingany of its stockholders, subsidiaries or affiliated corporations in anycapacity and receiving proper compensation therefor.

 

**Section 12.  Executive and Other Committees ofDirectors.**  The Board of Directors may, by resolutionpassed by a majority of the members of the Board of Directors, designate anExecutive Committee and one or more other committees, each consisting of one ormore directors of the Corporation and each having such authority as the Boardof Directors may by resolution provide in accordance with the laws of the Stateof Delaware.  The Board of Directors mayauthorize any such committee to exercise all or some of the powers andauthority of the Board of Directors in the management of the property, businessand affairs of the Corporation.  Subjectto any requirements of law, each committee shall take action in accordance withsuch rules as are provided by resolution of the Board of Directors or asthe committee members shall unanimously agree upon.

 

S**ection** **13.  Chair of the Board. **The Board shall elect a Chair ofthe Board from among the members of the Board. The Chair may be either a non-employee director or a director who isalso an executive officer of the Company. The Chair shall preside at all meetings of the Board and shall performsuch other duties as may be directed by the Board or as otherwise set forth inthese By-Laws.

 

**Section 14.  Vice Chair of the Board**.  The Board may elect aVice Chair of the Board from among the members of the Board.  The Vice Chair may be either a non-employeedirector or a director who is also an executive officer of the Company.  If the Board has elected a Vice Chair of theBoard, the Vice Chair shall perform such duties as may be designated by theChair, subject to the direction of the Board.

 

**Section 15.  Place of Meeting.**  Except as otherwiseprovided in these By-Laws, all meetings of the Board of Directors shall be heldat such places, within or without the State of Delaware, as the Board ofDirectors determines from time to time.

 

**Section 16.  Conduct of Meetings.**  At each meeting of theBoard of Directors, the Chair of the Board of Directors or, in his or herabsence, a director designated by the Chair or a director chosen by a majorityof the directors present, shall act as Chair of the meeting.  The Secretary or, in his or her absence, anyperson appointed by the Chair of the meeting, shall act as Secretary of themeeting and keep the minutes thereof. The order of business at all meetings of the Board of Directors shall beas determined by the Chair of the meeting.

 

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**ARTICLE III.**

**OFFICERS**

 

**Section 1.  Officers Enumerated.**  The officers of theCorporation shall be a Chief Executive Officer, President, one or more VicePresidents, a Secretary, and a Chief Financial Officer, and such other officersas the Board of Directors may in its discretion elect.  Any two or more offices may be held by thesame person.

 

**Section 2.  Election and Term of Office.**  All officers shall beelected by the Board of Directors at such times as the Board deemsappropriate.  Unless elected for a lesserterm, and subject always to the right of the Board of Directors to remove anofficer with or without cause, each officer shall hold office until hissuccessor has been elected and qualified.

 

**Section 3.  Chief Executive Officer. **TheChief Executive Officer shall be the principal executive officer of theCorporation and shall be responsible for the general management, direction andcontrol of all of the business and affairs of the Corporation, subject only tothe supervision of the Board of Directors. In the absence or disability of any other officer of the Corporation,the Chief Executive Officer may possess and perform the duties of that officerand shall perform other such duties as the Board of Directors may prescribe.

 

**Section 4.  The President**.  The President shall havesuch duties as may from time to time be prescribed by the Board of Directors orbe delegated by the Chief Executive Officer. The President shall report to the Chief Executive Officer if thePresident is not also serving as Chief Executive Officer.

 

**Section 5.  The Vice Presidents.**  Each Vice President shallhave such powers and shall perform such duties as may be prescribed by theBoard of Directors or by the Chief Executive Officer.  The following categories of Vice Presidentsmay be elected by the Board of Directors:

 

(i)            Executive Vice Presidents

 

(ii)           Senior Vice Presidents

 

(iii)          Vice Presidents

 

**Section 6.  The Secretary.**  The Secretary shall issuenotices of all meetings of stockholders and of the directors whenever notice isrequired.  He or she shall keep theminutes of all meetings of stockholders and of the Board of Directors in a bookto be kept for that purpose.  He or sheshall sign such instruments as require his or her signature and shall possessuch other powers and perform such other duties as usually pertain to his orher office or as the Board of Directors may prescribe.

 

**Section 7.  Chief Financial Officer.**  The Chief FinancialOfficer shall have the care and custody of all the moneys and securities of theCorporation.  He or she shall keep orcause to be kept complete and accurate books of account of all moneys receivedand paid on account of the Corporation. He or she shall sign such instruments as require his signature and shallpossess such other powers and perform such other duties as usually pertain tohis or her office or as the Board of Directors may prescribe.

 

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**Section 8.  Assistant Officers.**  If the Board of Directorsshall elect any Assistant Vice President, Assistant Secretary, or AssistantFinancial Officer, such assistant officer shall assist the officer to whom heor she is assistant, shall possess that officer’s powers and perform thatofficer’s duties in his or her absence or incapacity, and shall possess suchother powers and perform such other duties as the Board of Directors mayprescribe.

 

**Section 9.  Resignations.**  Any officer may resign atany time by giving written notice of resignation to the Corporation.  A resignation shall take effect at the timespecified therein or, if the time when it shall become effective shall not bespecified therein, immediately upon its receipt, and, unless otherwisespecified therein, the acceptance of a resignation shall not be necessary tomake it effective.

 

**Section 10.  Vacancies.**  If an office becomesvacant for any reason, the Board of Directors may fill the vacancy, and eachofficer so elected shall serve for the remainder of his predecessor’s term.

 

**ARTICLE IV.**

**PROVISIONS RELATING TO STOCK**

**CERTIFICATES AND STOCKHOLDERS**

 

**Section 1.  Certificates.**  Shares of the capitalstock of the Corporation may be certificated or uncertificated, as approved bythe Board of Directors and as provided under the General Corporation Law of theState of Delaware.  Shares of stockrepresented by certificates shall be in such form as shall be approved by theBoard of Directors.  Stock certificatesshall be signed in the name of the Corporation by (i) the Chair of theBoard of Directors, the President or any Vice President and (ii) theTreasurer, Secretary or any Assistant Treasurer or Assistant Secretary of theCorporation.  Any or all of thesignatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who signed or whosefacsimile signature has been placed upon a certificate shall have ceased to bean officer, transfer agent or registrar before such certificate is issued, itmay be issued by the Corporation with the same effect as if such person weresuch officer, transfer agent or registrar at the date of issue.

 

**Section 2.  Lost Certificates, Etc.**  Except as otherwiseprovided in the Certificate of Incorporation of the Corporation, theCorporation may issue a new certificate for shares in place of any certificatetheretofore issued by it, alleged to have been lost, mutilated, stolen ordestroyed, and the Board of Directors may require the owner of the lost,mutilated, stolen or destroyed certificate, or his legal representatives, tomake an affidavit of that fact and to give the Corporation a bond in such sumas it may direct as indemnity against any claim that may be made against theCorporation on account of the alleged loss, mutilation, theft or destruction ofthe certificate or the issuance of a new certificate.

 

**Section 3.  Transfers of Shares.**  Transfers of stock shallbe on the books of the Corporation only by the record holder of such stock, orby attorney lawfully constituted in writing, and, in the case of stockrepresented by a certificate after due presentation of the stock certificatestherefor appropriately endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer.

 

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**ARTICLE V.**

**GENERAL**

 

**Section 1.  Dividends.**  Subject to the provisionsof the Certificate of Incorporation, dividends upon the capital stock of theCorporation, if any, may be declared by the Board of Directors at any regularor special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capitalstock, subject to the provisions of the Certificate of Incorporation.

 

Beforeany payment of any dividend there may be set aside out of any funds of theCorporation available for dividends such sum or sums as the Board of Directorsfrom time to time, in their absolute discretion, think proper as a reserve fundto meet contingencies, or for equalizing dividends, or for such other purposeas the Board of Directors shall think advisable for the interests of theCorporation, and the Board of Directors may abolish such reserve.

 

**Section 2.  Indemnification.**  To the full extentauthorized, permitted, or allowed by law, whether or not specifically requiredby Section 145 of the General Corporation Law of the State of Delaware orany successor or supplemental provision, the Corporation shall indemnify anyperson made or threatened to be made a party in any civil, criminal, or otheraction, suit, or proceeding by reason of the fact that he or she, his or hertestator or intestate, is or was a director or officer of the Corporation orany subsidiary of the Corporation, or is or was serving at the request of theCorporation, confirmed in writing, as a director or officer of, or in acomparable capacity for, another corporation, partnership, joint venture, trustor other enterprise.

 

**Section 3.  Fiscal Year.**  The fiscal year of theCorporation shall end at the close of business on that Saturday in February orMarch which falls closest to the last day of February.

 

**ARTICLE VI.**

**AMENDMENTS**

 

**Section 1.  By-Law Amendments.**  The By-Laws of theCorporation may be made, altered, or repealed by vote of the stockholders atany annual meeting or at any special meeting called for the purpose or, exceptas otherwise provided in these By-Laws or by law, by vote of a majority of theauthorized number of directors at any regular or special meeting.  No amendment of the provisions of theseBy-Laws shall be effected if as a result thereof, these By-Laws would be inconflict with the provisions of the Certificate of Incorporation of theCorporation.

 

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**The text of Article II, Sections 3, 5 and 6 of theBy-Laws, as amended by the Board of Directors effective as of July 27,2010, follows:**

 

ARTICLE II.

BOARD OF DIRECTORS

 

**Section 3.  Election andTerm of Directors**.  Eachof the directors shall hold office until the annual meeting of stockholdersnext held after such director’s election and until such director’s successorshall have been elected and shall qualify, or until the earlier death,resignation, removal or disqualification of such director.

 

Exceptas otherwise provided in the Certificate of Incorporation of the Corporation,directors shall be elected by a plurality of the votes cast.

 

**Section 5.  Removal**.  Any director may be removed by thestockholders of the Corporation only by the affirmative vote of a majority ofthe stockholders then entitled to vote in the election of directors.

 

**Section 6.  Newly CreatedDirectorships and Vacancies**.  Except as otherwise provided in theCertificate of Incorporation of the Corporation, newly created directorshipsresulting from any increase in the number of directors and any vacancies on theBoard of Directors resulting from death, resignation, disqualification, removalor other cause shall be filled by the affirmative vote of a majority of theremaining directors then in office, even though less than a quorum of the Boardof Directors.  Any director elected inaccordance with the preceding sentence shall hold office until the next annualmeeting of stockholders and until such director’s successor shall have beenelected and qualified.  No decrease inthe number of directors shall shorten the term of any incumbent director.

 

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