Exhibit 3.1

AMENDED AND RESTATEDBYLAWS  of  Regal Entertainment GroupAdoptedas ofMay 14,
2002



TABLE OF CONTENTS

|   |  |                          |  |                                                         |  | Page
|-- |  | ------------------------ |  | ------------------------------------------------------- |  | ----
|1. |  | OFFICES                  |  | 1                                                      
|   |  | 1.1.                     |  | Registered Office                                       |  | 1   
|   |  | 1.2.                     |  | Other Offices                                           |  | 1   
|   |  | 1.3.                     |  | Books and Records                                       |  | 1   
|2. |  | MEETINGS OF STOCKHOLDERS |  | 1                                                      
|   |  | 2.1.                     |  | Place of Meetings                                       |  | 1   
|   |  | 2.2.                     |  | Annual Meetings                                         |  | 1   
|   |  | 2.3.                     |  | Special Meetings                                        |  | 1   
|   |  | 2.4.                     |  | Notice of Meetings                                      |  | 2   
|   |  | 2.5.                     |  | Waivers of Notice                                       |  | 2   
|   |  | 2.6.                     |  | Business at Special Meetings                            |  | 2   
|   |  | 2.7.                     |  | List of Stockholders                                    |  | 2   
|   |  | 2.8.                     |  | Quorum at Meetings                                      |  | 2   
|   |  | 2.9.                     |  | Voting and Proxies                                      |  | 3   
|   |  | 2.10.                    |  | Required Vote                                           |  | 3   
|   |  | 2.11.                    |  | Action Without a Meeting                                |  | 4   
|   |  | 2.12.                    |  | Advance Notice of Stockholder Business                  |  | 4   
|   |  | 2.13.                    |  | Advance Notice of Director Nomination                   |  | 5   
|3. |  | DIRECTORS                |  | 6                                                      
|   |  | 3.1.                     |  | Powers                                                  |  | 6   
|   |  | 3.2.                     |  | Number and Election                                     |  | 6   
|   |  | 3.3.                     |  | Nomination of Directors                                 |  | 6   
|   |  | 3.4.                     |  | Vacancies                                               |  | 6   
|   |  | 3.5.                     |  | Meetings                                                |  | 7   
|   |  |                          |  | 3.5.1. Regular Meetings                                 |  | 7   
|   |  |                          |  | 3.5.2. Special Meetings                                 |  | 7   
|   |  |                          |  | 3.5.3. Telephone Meetings                               |  | 7   
|   |  |                          |  | 3.5.4. Action Without Meeting                           |  | 7   
|   |  |                          |  | 3.5.5. Waiver of Notice of Meeting                      |  | 7   
|   |  | 3.6.                     |  | Quorum and Vote at Meetings                             |  | 8   
|   |  | 3.7.                     |  | Committees of Directors                                 |  | 8   
|   |  | 3.8.                     |  | Compensation of Directors                               |  | 8   
|4. |  | OFFICERS                 |  | 8                                                      
|   |  | 4.1.                     |  | Positions                                               |  | 8   
|   |  | 4.2.                     |  | Chairperson and Vice Chairmen of the Board of Directors |  | 8   
|   |  | 4.3.                     |  | Chief Executive Officer                                 |  | 9   
|   |  | 4.4.                     |  | Vice President                                          |  | 9   
|   |  | 4.5.                     |  | Secretary                                               |  | 9   
|   |  | 4.6.                     |  | Assistant Secretary                                     |  | 9   
|   |  | 4.7.                     |  | Treasurer                                               |  | 9   
|   |  | 4.8.                     |  | Assistant Treasurer                                     |  | 10  
|   |  | 4.9.                     |  | Term of Office                                          |  | 10  
|   |  | 4.10.                    |  | Compensation                                            |  | 10  
|   |  | 4.11.                    |  | Fidelity Bonds                                          |  | 10  
|5. |  | CAPITAL STOCK            |  | 10                                                     
|   |  | 5.1.                     |  | Certificates of Stock; Uncertificated Shares            |  | 10  
|   |  | 5.2.                     |  | Lost Certificates                                       |  | 10  
|   |  | 5.3.                     |  | Record Date                                             |  | 11  
|   |  |                          |  |                                                         |  |     

|   |  |                            |  | 5.3.1. Actions by Stockholders                            |  | 11
|-- |  | -------------------------- |  | --------------------------------------------------------- |  | --
|   |  |                            |  | 5.3.2. Payments                                           |  | 11
|   |  | 5.4.                       |  | Stockholders of Record                                    |  | 12
|   |  | 5.5.                       |  | Transfers of Stock                                        |  | 12
|6. |  | INDEMNIFICATION; INSURANCE |  | 12                                                       
|   |  | 6.1.                       |  | Authorization of Indemnification                          |  | 13
|   |  | 6.2.                       |  | Right of Claimant to Bring Action Against the Corporation |  | 13
|   |  | 6.3.                       |  | Non-exclusivity                                           |  | 13
|   |  | 6.4.                       |  | Survival of Indemnification                               |  | 13
|   |  | 6.5.                       |  | Insurance                                                 |  | 13
|7. |  | GENERAL PROVISIONS         |  | 14                                                       
|   |  | 7.1.                       |  | Inspection of Books and Records                           |  | 14
|   |  | 7.2.                       |  | Dividends                                                 |  | 14
|   |  | 7.3.                       |  | Reserves                                                  |  | 14
|   |  | 7.4.                       |  | Execution of Instruments                                  |  | 14
|   |  | 7.5.                       |  | Fiscal Year                                               |  | 14
|   |  | 7.6.                       |  | Seal                                                      |  | 14



AMENDED AND RESTATEDBYLAWS  OF  REGAL ENTERTAINMENT GROUP

1.     OFFICES



The initial registered office of Regal Entertainment Group (the "Corporation") shall be located at 1209 Orange
Street, Wilmington, County of New Castle, Delaware 19801, and the initial registered agent in charge thereof shall be The Corporation Trust Company.



The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time
determine or as may be necessary or useful in connection with the business of the Corporation.



The books and records of the Corporation may be kept at such place or places within or outside of the State of Delaware as the Board of Directors or the
respective officers in charge thereof may from time to time determine.

2.     MEETINGS OF STOCKHOLDERS



All meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of Directors, the Chairperson or any Chief Executive
Officer, or if not so fixed, at the principal executive offices of the Corporation. Notwithstanding the foregoing, the Board of Directors may determine that the meeting shall not be held at any place,
but may instead be held by means of remote communication.



The Corporation shall hold annual meetings of stockholders, commencing with the year 2003, on such date and at such time as shall be designated from time to time
by the Board of Directors, the Chairperson or any Chief Executive Officer, at which stockholders shall elect the class of the Board of Directors whose terms expire in accordance with the Certificate
of Incorporation of the Corporation, as amended, modified and/or restated from time to time (the "Certificate of Incorporation"), and transact such
other business as may properly be brought before the meeting.



Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called only by the Board of Directors, the
Chairperson or any Chief Executive Officer.

If
a special meeting is called by any person or persons other than the Board of Directors, the request for such special meeting shall be in writing, specifying the time of such meeting
and the general nature of the business proposed to be transacted, shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairperson, any
Chief Executive Officer or the Secretary of the Corporation. No business may be transacted at such special meeting other than as specified in the notice of such special meeting (or any supplement
thereto) delivered to the Chairperson, any Chief Executive Officer or the Secretary of the Corporation and to the stockholders.



Notice of any meeting of stockholders, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting (except to the extent that such notice is waived or is
not required as provided in the General Corporation Law of the State of Delaware (the "Delaware General Corporation Law") or these Bylaws). Such notice
shall be given in accordance with, and shall be deemed effective as set forth in, Sections 222 and 232 (or any successor section or sections) of the Delaware General Corporation Law.



Whenever the giving of any notice is required by statute, the Certificate of Incorporation or these Bylaws, a written waiver thereof signed by the person or
persons entitled to said notice, or a waiver thereof by electronic transmission by the person entitled to said notice, delivered to the Corporation, whether before or after the event as to which such
notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (1) of such meeting, except when the stockholder at the
beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (2) (if it is a special meeting) of consideration of a particular
matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.



Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice (except to the extent that such notice is waived
or is not required as provided in the Delaware General Corporation Law or these Bylaws).



After the record date for a meeting of stockholders has been fixed, at least ten (10) days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder (but not the electronic mail
address or other electronic contact information, unless the Board of Directors so directs) 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 for a period of at least ten (10) days prior to the meeting: (1) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided with the notice of the meeting, or (2) during ordinary business hours, at the principal place of business of the
Corporation. If the meeting is to be held at a place, then such list shall also, for the duration of the meeting, be produced and kept open to the examination of any stockholder who is present at the
time and place of the meeting. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of
the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.



Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the
Certificate of Incorporation, the holders of a majority of the voting power of the shares entitled to vote at the meeting, and who are present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business. Except as otherwise provided by statute or by the Certificate of Incorporation,


where a separate vote by a class or series or classes or series is required, the holders of a majority of the voting power of the outstanding shares of such class or series or classes or series,
present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. Once a share is represented for any purpose at a meeting (other
than solely to object (1) to holding the meeting or transacting business at the meeting, or (2) (if it is a special meeting) to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for the adjourned meeting. The holders of a majority of the voting power of the shares represented at a meeting, whether or not a quorum is present, may adjourn such
meeting from time to time.



Unless otherwise provided in the Delaware General Corporation Law, the Corporation's Certificate of Incorporation or any resolution or resolutions of the Board of
Directors providing for the issuance of preferred stock with greater or lesser voting rights pursuant to the authority expressly vested in the Board of Directors with regard thereto in the Certificate
of Incorporation, and subject to the other provisions of these Bylaws, each stockholder shall be entitled to one (1) vote on each matter, in person or by proxy, for each share of the
Corporation's capital stock that has voting power and that is held by such stockholder. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for
a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient
in law to support an irrevocable power. If authorized by the Board of Directors, and subject to such guidelines as the Board of Directors may adopt, stockholders and proxyholders not physically
present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting whether such meeting is
held at a designated place or solely by means of remote communication, provided that (1) the Corporation implements reasonable measures to verify that each person deemed present and permitted
to vote at the meeting by means of remote communication is a stockholder or proxyholder, (2) the Corporation implements reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially
concurrently with such proceedings and (3) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action
is maintained by the Corporation.



When a quorum is present at any meeting of stockholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by
ballot) of the holders of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed
action is one upon which, by express provision of statutes or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and
control with respect to that vote on that matter. Where a separate vote by a class or series or classes or series is required, the affirmative vote of the holders of a majority of the voting power of
the shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series, unless the proposed
action is one upon which, by express provision of statutes or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and
control with respect to that vote on that matter. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors.



Except as provided below in thisSection 2.11with regard to written consents in lieu of special meetings,
no action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written
consent in lieu of an annual meeting of stockholders. Any action required or permitted to be taken at a special stockholders' meeting may be taken without a meeting, without prior notice and without a
vote, if (i) the outstanding shares of the Corporation's Class B Common Stock represents greater than 50% of the combined voting power of the outstanding shares of capital stock of the
Corporation, and (ii) the action is taken by persons who would be entitled to vote at a meeting and who hold shares having voting power equal to not less than the minimum number of votes that
would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the
action taken, signed by the stockholders entitled to take action without a meeting, and delivered to the Corporation in the manner prescribed by the Delaware General Corporation Law for inclusion in
the minute book. No consent shall be effective to take the corporate action specified unless the number of consents required to take such action are delivered to the Corporation within sixty
(60) days of the delivery of the earliest-dated consent. A telegram, cablegram or other electronic transmission consenting to such action and transmitted by a stockholder or proxyholder, or by
a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 2.11, provided that any such telegram,
cablegram or other electronic transmission sets forth or is
delivered with information from which the Corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a
person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram,
cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent
given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is delivered to the Corporation in accordance with Section 228(d)(1) of
the Delaware General Corporation Law. Written notice of the action taken shall be given in accordance with the Delaware General Corporation Law to all stockholders who do not participate in taking the
action who would have been entitled to notice if such action had been taken at a meeting having a record date on the date that written consents signed by a sufficient number of holders to take the
action were delivered to the Corporation.



To be properly brought before an annual meeting, any business (other than director nominations) must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the meeting by a stockholder (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.12and on the
record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in thisSection 2.12. For such business to be considered properly brought before the meeting by a
stockholder such stockholder must, in addition to any other applicable requirements, have given timely notice and in proper form of such stockholder's intent to bring such business before such
meeting.

To
be timely, such stockholder's notice must be in proper written form and must be delivered to or mailed and received by the Secretary of the Corporation at the principal executive
offices of the Corporation not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of
the commencement of the preceding year's annual meeting.

To
be in proper form, a stockholder's notice to the Secretary shall set forth:



No
business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.12;provided, however, that, once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in thisSection 2.12shall be deemed to preclude discussion by any stockholder of any such
business. The Chairperson of the meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedure.



Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may otherwise
provided in the Certificate of Incorporation. To be properly brought before an annual meeting of stockholders, or any special meeting of stockholders called for the purpose of electing directors,
nominations for the election of director must be specified in the notice of meeting (or any supplement thereto), (a) made by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation (i) who is
a stockholder of record on the date of the giving of the notice provided for in thisSection 2.13and on the record date for the determination of
stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in thisSection 2.13.

To
be timely, a stockholder's notice must be in proper written form and must be delivered or mailed and received by the Secretary of the Corporation at the principal executive offices of
the Corporation not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the
commencement of the preceding year's annual meeting.

To
be in proper form, a stockholder's notice to the Secretary shall set forth:



No
person shall be eligible for election as director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.13. If the Chairperson of the meeting determines
that a nomination was not made in accordance with the foregoing procedures, the
Chairperson shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

3.     DIRECTORS



The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the Delaware General Corporation Law.



The number of directors that shall constitute the whole Board of Directors shall not be fewer than three (3) or more than nine (9). The first Board of
Directors shall consist of nine (9) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors.



The Board of Directors shall nominate candidates to stand for election as directors; and other candidates also may be nominated by any Corporation stockholder,
provided such nomination(s) for such other candidates are submitted in writing to the Secretary of the Corporation in accordance with the requirements of and within the time period prescribed in Section 2.13hereof, together with the identity of the nominator and the number of shares of the Corporation's stock owned, directly or
indirectly, by the nominator. The directors whose terms expire in accordance with the Certificate of Incorporation of the Corporation shall be elected at the annual meeting of the stockholders, except
as provided inSection 3.4hereof, and each director so elected shall hold office until such director's successor is elected and qualified or
until the director's earlier death, resignation or removal. Directors need not be stockholders.



Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to
vote as a single class may be filled by the affirmative vote of a majority of the directors then in office, although fewer than a quorum, or by a sole remaining director. Whenever the holders of any
class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class
or classes or series may be filled by the affirmative vote of a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
Each director so chosen shall hold office until the next election of


directors of the class to which such director was appointed, and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal. In the event
that one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election of
directors of the class to which each such director was appointed, and until such director's successor is elected and qualified, or until the director's earlier death, resignation or removal.











At all meetings of the Board of Directors, a quorum of the Board of Directors consists of a majority of the total number of directors prescribed from time to time
pursuant toSection 3.2hereof. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws.



The Board of Directors may designate one or more committees, each committee to consist of one or more directors. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or
disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint
another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by applicable law, by
the Certificate of Incorporation or by these Bylaws. Unless otherwise specified in the Board of Directors resolution appointing the Committee, all provisions of the Delaware General Corporation Law
and these Bylaws relating to meetings, action without meetings, notice (and waiver thereof), and quorum and voting requirements of the Board of Directors apply, as well, to such committees and their
members.



The Board of Directors shall have the authority to fix the compensation of directors. No such payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.

4.     OFFICERS



The officers of the Corporation shall be a Chairperson (unless otherwise specifically determined by resolution of the Board of Directors as provided below), one
or more Chief Executive Officers (or Co-Chief Executive Officers, if applicable), a Secretary and a Treasurer, and such other officers as the Board of Directors (or an officer authorized
by the Board of Directors) from time to time may appoint, including one or more Vice Chairmen, Executive Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers. Each such
officer shall exercise such powers and perform such duties as shall be set forth below and such other powers and duties as from time to time may be specified by the Board of Directors or by any
officer(s) authorized by the Board of Directors to prescribe the duties of such other officers. Any number of offices may be held by the same person, except that in no event shall any Chief Executive
Officer and the Secretary be the same person. As set forth below, each of the Chairperson, any Chief Executive Officer, any Executive Vice President and/or any Vice President may execute bonds,
mortgages, deeds and other contracts under the seal of the Corporation, if required, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of the Corporation.



Unless otherwise specifically determined by resolution of the Board of Directors, the Chairperson and the Vice Chairmen of the Board of Directors shall be
officers of the Corporation. The Chairperson


(whether or not designated as an officer of the Corporation) shall (when present) preside at all meetings of the Board of Directors and stockholders, and shall ensure that all orders and resolutions
of the Board of Directors and stockholders are carried into effect. The Chairperson may execute bonds, mortgages, deeds and other contracts, under the seal of the Corporation, if required, except
where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer
or other agent of the Corporation. In the absence or disability of the Chairperson, the Vice Chairman (in the event there be more than one Vice Chairman, the Vice Chairman in the order of election)
shall be vested with and shall perform all powers and duties of the Chairperson.



The Chief Executive Officer (which title shall be deemed to include Co-Chief Executive Officers, if applicable, wherever reference is made to Chief
Executive Officer herein and the context does not otherwise require) shall be the principal executive officer(s) of the Corporation and shall have full responsibility and authority for management of
the day-to-day operations of the Corporation (subject to the authority of the Board of Directors). The Chief Executive Officer may (or Co-Chief Executive Officers,
if applicable, may, either individually or jointly) execute bonds, mortgages, deeds and other contracts, under the seal of the Corporation, if required, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chief
Executive Officer(s) shall have the express authority to sign certificates representing shares of the Corporation's capital stock as "President".



Each Vice President shall have such powers and perform such duties as the Board of Directors or any Chief Executive Officer may from time to time prescribe. In
the absence of the Chief Executive Officer or in the event of the Chief Executive Officer's inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the
Vice Presidents in the order designated, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the Chief Executive Officer, and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer.



The Secretary shall have responsibility for preparation of minutes of meetings of the Board of Directors and of the stockholders and for authenticating records of
the Corporation. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary or an Assistant Secretary may
also attest all instruments signed by any other officer of the Corporation.



The Assistant Secretary, or if there be more than one, the Assistant Secretaries, shall, in the absence of the Secretary or in the event of the Secretary's
inability or refusal to act, perform the duties and exercise the powers of the Secretary.



The Treasurer shall be the chief financial officer of the Corporation and shall have responsibility for the custody of the corporate funds and securities and
shall see to it that full and accurate accounts of receipts and disbursements are kept in books belonging to the Corporation. The Treasurer shall render to the Chief Executive Officer(s) and the Board
of Directors, upon request, an account of all financial transactions and of the financial condition of the Corporation.



The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers, shall, in the absence of the Treasurer or in the event of the Treasurer's
inability or refusal to act, perform the duties and exercise the powers of the Treasurer.



The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer may
resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a
majority of the Board of Directors.



The compensation of officers of the Corporation shall be fixed by the Board of Directors, a committee of the Board of Directors designated for the purpose or by
any officer(s) authorized by the Board of Directors to prescribe the compensation of such other officers.



The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.     CAPITAL STOCK



The shares of the Corporation may be certificated or uncertificated, as provided under the Delaware General Corporation Law. Notwithstanding the preceding
sentence, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate (representing the number of shares
registered in certificate form) signed in the name of the Corporation by the Chairperson, Chief Executive Officer (as President) or any Vice President, and by the Treasurer, Secretary or any Assistant
Treasurer or Assistant Secretary of the Corporation. All certificates representing capital stock of the Corporation shall be numbered and entered into the books of the Corporation as they are issued,
and shall bear the holders' name and number of shares of capital stock represented by the certificate. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.



The Board of Directors, Chairperson, Chief Executive Officer or Secretary may direct a new certificate of stock to be issued in place of any certificate
theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been
lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board of Directors or any such officer may, as a condition precedent to the issuance thereof, require the owner of
such lost, stolen or destroyed certificate or certificates, or such owner's legal representative, to advertise the same in such manner as the Board of Directors or such officer shall require and/or to
give the Corporation a bond or indemnity, in such sum or on such terms and conditions as the Board of Directors or such officer may direct, as indemnity against any claim that may be made against the
Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate or uncertificated shares.





The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to receive
notifications, to vote as such owner, and to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise may be provided by the Delaware General Corporation Law.



Transfers of stock shall be made upon the books of the Corporation only by the record holder of such stock, in person or by duly authorized attorney, and, in the
case of stock represented by a certificate, upon the surrender of the certificate or certificates for the same number of shares, properly endorsed. The Board of Directors shall have the power to make
all such rules and regulations, not inconsistent with the Certificate of Incorporation, these Bylaws and the Delaware General Corporation Law, as the Board of Directors may deem appropriate concerning
the issue, transfer and registration of certificates for stock of the Corporation. The Board of Directors may appoint one or more transfer agents or registrars of transfers or both, and may require
all stock certificates to bear the signature of either or both.

6.     INDEMNIFICATION; INSURANCE



Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a "proceeding"), by reason of
the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service
with respect to an employee benefit plan, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by
merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such
amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys'
fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith;provided,
however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a
suit or action pursuant toSection 6.2hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation. Persons who are not directors or officers of the Corporation and are not so serving at the request of the Corporation may be similarly indemnified in respect of such service to the extent
authorized at any time by the Board of Directors of the Corporation. The indemnification conferred in thisSection 6.1also shall include the
right to be paid by the Corporation (and such successor) the expenses (including attorneys' fees) incurred in the defense of or other involvement in any such proceeding in advance of its final
disposition;provided, however, that, if and to the extent the Delaware General Corporation Law requires, the payment of such expenses (including
attorneys' fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of


an undertaking by or on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified
under thisSection 6.1or otherwise; andprovided further, that, such expenses incurred by other
employees and agents may be so paid in advance upon such terms and conditions, if any, as the Board of Directors deems appropriate.



If a claim underSection 6.1hereof is not paid in full by the Corporation within sixty (60) days
after a written claim has been received by the Corporation, the claimant may at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, if successful
in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action. It shall be a defense to any such action (other than an action brought to enforce a claim
for expenses incurred in
connection with any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards
of conduct that make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification
underSection 6.1hereof, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (in the manner
provided under the Delaware General Corporation Law) to have made a determination prior to or after the commencement of such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law shall not be a defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct. Unless otherwise specified in an agreement with the claimant, an actual determination by the Corporation (in the manner provided under the Delaware General
Corporation Law) after the commencement of such action that the claimant has not met such applicable standard of conduct shall not be a defense to the action, but shall create a presumption that the
claimant has not met the applicable standard of conduct.



The rights to indemnification and advance payment of expenses provided bySection 6.1hereof shall not be
deemed exclusive of any other rights to which those seeking indemnification and advance payment of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.



The indemnification and advance payment of expenses and rights thereto provided by, or granted pursuant to, Section 6.1hereof shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee, partner or agent and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such person.



The Corporation shall have power to 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, partner (limited or general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person's status as
such, and related expenses, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

7.     GENERAL PROVISIONS



Any stockholder of record of the Corporation, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the Corporation's stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The
demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.



The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the laws
of the State of Delaware.



The directors of the Corporation may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may
abolish any such reserve.



All checks, drafts or other orders for the payment of money, and promissory notes of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.



The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.



The corporate seal shall be in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.

*
* * * *

The
foregoing Amended and Restated Bylaws were adopted by the Board of Directors on May 14, 2002.

| | /s/PETER B. BRANDOWPeter B. Brandow
Secretary
| | ---------------------------------------------



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