ex4_2.htm


    
      

    

    EXHIBIT
      4.2

    


    BYLAWS

    OF

    1ST
      CENTURY BANCSHARES, INC.

    A
      Delaware Corporation

     

    ARTICLE
      I

     

    OFFICES

     

    Section  
      1.           Registered
      Office.   The registered office of 1st Century Bancshares,
      Inc. (the “Corporation”) in the State of Delaware shall be at 615 South DuPont
      Highway, in the City of Dover, County of Kent, Delaware 19901.  The name of its
      registered agent at that address is National Corporate Research,
      Ltd.

     

    Section  
      2.           Principal
      Executive Office.   The principal executive office of the
      Corporation shall be located at such place within or outside of the State of
      Delaware as the Board of Directors of the Corporation (the “Board of Directors”)
      from time to time shall designate.

     

    Section  
      3.           Other
      Offices.   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.

     

    ARTICLE
      II

     

    MEETINGS
      OF STOCKHOLDERS

     

    Section  
      1.           Place
      of Meetings.   Meetings of the stockholders for the election
      of directors or for any other purpose shall be held at such time and place,
      either within or without the State of Delaware as shall be designated from
      time
      to time by the Board of Directors. The Board may, in its sole discretion,
      determine that a meeting of stockholders shall not be held at any place, but
      may
      instead be held solely by means of remote communication as authorized by
      Section 211(a)(2) of the Delaware General Corporation Law (the
“DGCL”).  In the absence of any such designation or determination,
      stockholders’ meetings shall be held at the Corporation’s principal executive
      office.

     

    Section  
      2.           Annual
      Meetings.   The Annual Meeting of stockholders shall be held
      each year on such date and at such place and time as may be fixed by resolution
      of the Board of Directors.

     

    Section  
      3.           Special
      Meetings.   Unless otherwise prescribed by applicable law or
      by the Certificate of Incorporation, and subject to the rights of the holders
      of
      any series of preferred stock of the Corporation, Special Meetings of
      stockholders may be called by a majority of the Board of Directors, the Chairman
      of the Board, the President or by the holders of shares of capital stock
      entitled to cast not less than ten percent (10%) of the votes entitled to be
      cast at the meeting.  Any Special Meeting of stockholders shall be held on
      such date and at such place and time as may be fixed by resolution of the Board
      of Directors.

     

    Section  
      4.           Notice
      of Meetings; Waiver of Notice.   Written or printed notice,
      stating the place, if any, date and hour of the meeting, the purpose or purposes
      for which the meeting is called, and 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, shall be given by the Corporation not less than ten nor
      more than sixty days before the date of the meeting, either personally, by
      mail
      or by electronic transmission in accordance with Section 2 of Article VI of
      these Bylaws, to each stockholder of record entitled to vote at such
      meeting.  If mailed, such notice shall be deemed to be delivered when
      deposited in the United States mail with postage thereon prepaid, addressed
      to
      the stockholder at his address as it appears on the stock transfer books of
      the
      Corporation.  Only such further notice shall be given as may be required by
      applicable law.  Meetings may be held without notice if all stockholders
      entitled to vote thereat are present, or if notice is waived by those not
      present in accordance with Section 3 of Article VI of these Bylaws.  Any
      previously scheduled meeting of the stockholders may be postponed, and any
      Special Meeting of the stockholders may be cancelled, by resolution of the
      Board
      of Directors upon public notice given prior to the time previously scheduled
      for
      such meeting of stockholders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      5.           Nominations
      and Proposals.   Nominations of persons for election to the
      Board of Directors of the Corporation and the proposal of business to be
      considered by the stockholders may be made at any Annual Meeting of stockholders
      only (a) pursuant to the Corporation’s notice of meeting, (b) by or at
      the direction of the Board of Directors or (c) by any stockholder of the
      Corporation who was a stockholder of record at the time of giving of notice
      provided for in these Bylaws, who is entitled to vote at the meeting and who
      complies with the notice procedures set forth in this Section 5.

     

    For
      nominations or other business to be
      properly brought before an Annual Meeting of stockholders by a stockholder
      pursuant to clause (c) of the preceding sentence, the stockholder must have
      given timely notice thereof in writing to the Secretary of the Corporation
      and
      such other business (a) must otherwise be a proper matter for stockholder
      action under applicable law, (b) must not, if implemented, cause the
      Corporation to violate any applicable state, federal or foreign law or
      regulation, each as determined in good faith by the Board of Directors and
      (c) if the stockholder, or the beneficial owner on whose behalf any such
      proposal or nomination is made, has provided the Corporation with a Solicitation
      Notice (as defined below), such stockholder or beneficial owner must, in the
      case of a proposal, have delivered a proxy statement and form of proxy to
      holders of at least the percentage of the Corporation’s voting shares required
      under applicable law to carry any such proposal, or, in the case of a
      nomination(s), have delivered a proxy statement and form of proxy to holders
      of
      a percentage of the Corporation’s voting shares reasonably believed by such
      stockholder or beneficial holder to be sufficient to elect the nominee(s)
      proposed to be nominated by such stockholder, and must, in either case, have
      included in such materials the Solicitation Notice; and (d) if no
      Solicitation Notice relating thereto has been timely provided pursuant to this
      Section 5, the stockholder or beneficial owner proposing such business or
      nomination must not have solicited a number of proxies sufficient to have
      required the delivery of such a Solicitation Notice under this Section.  No
      person may be appointed, nominated or elected a director of the Corporation
      unless such person, as of the time of the notice of nomination provided for
      pursuant to this Section 5 and as of the time of appointment or election, would
      then be able to serve as a director without conflicting in any manner with
      any
      applicable state, federal or foreign law or regulation, as determined in good
      faith by the Board of Directors.

     

    To
      be
      timely, a stockholder’s notice shall be delivered to and received by the
      Secretary at the principal executive offices of the Corporation (a) not later
      than the close of business on the 90th day nor earlier than the close of
      business on the 120th day prior to the first anniversary of the preceding year’s
      annual meeting, or (b) not later than the close of business on the 45th calendar day, nor
      earlier than the close of business on the 75th calendar day, prior
      to
      the first anniversary of the date on which the Corporation first mailed its
      proxy materials for the preceding year’s annual meeting, whichever period
      described in clause (a) or (b) of this sentence occurs first; provided, however,
      that in the event that the date of the annual meeting is more than 30 days
      before or more than 60 days after the anniversary of the preceding year’s annual
      meeting, any notice by the stockholder of business or the nomination of
      directors for election or reelection to be brought before the annual meeting
      to
      be timely must be so delivered not earlier than the close of business on the
      120th day prior to such annual meeting and not later than the close of business
      on the later of the 90th day prior to such annual meeting or the 10th day
      following the day on which public announcement of the date of such meeting
      is
      first made; provided, further, that in the event the number of directors
      constituting the entire Board of Directors of the Corporation is increased
      and
      there is no public announcement naming all of the nominees for director or
      specifying the size of the increased Board of Directors made by the Corporation
      at least 70 days prior to the first anniversary of the date on which the
      Corporation first mailed to stockholders notice of the preceding year’s annual
      meeting, a stockholder’s notice required under this Section 5 shall also be
      considered timely, but only with respect to nominees for new directorships
      created by such increase, if it shall be delivered to the Secretary at the
      principal executive offices of the Corporation not later than the close of
      business on the 10th day following the day
      on
      which such public announcement is first made by the Corporation.  In no
      event shall the public announcement of an adjournment or postponement of a
      stockholder meeting commence a new time period for the giving of a stockholder’s
      notice as described above.

     

    Such
      stockholder’s notice shall set
      forth (a) as to each person whom the stockholder proposes to nominate for
      election or reelection as a director, (i) all information relating to such
      person that is required to be disclosed in solicitations of proxies for election
      of directors in an election contest, or is otherwise required, in each case
      pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
      (or any successor thereto) (the “Exchange Act”) and Rule 14a-11 thereunder (or
      any successor thereto) (including such person’s written consent to being named
      in the proxy statement as a nominee and to serving as a director if elected),
      (ii) a written statement executed by such person acknowledging that as a
      director of the Corporation, such person will owe a fiduciary duty under the
      DGCL exclusively to the Corporation and its stockholders and (iii) such other
      information as the Corporation may reasonably require to determine the
      qualifications of such proposed nominee to serve as a director of the
      Corporation, (b) as to each person whom the stockholder proposes to nominate
      for
      election or reelection as a director, a certification by such stockholder and
      such nominee that such nominee is eligible to serve as a director in accordance
      with this Section 5 as of the date of the notice of nomination and will be
      eligible to serve as a director in accordance with this Section 5 as of the
      time
      of the election, (c) as to any other business that the stockholder proposes
      to bring before the meeting, a brief description of the business desired to
      be
      brought before the meeting, the reasons for conducting such business at the
      meeting and any material interest in such business of such stockholder and
      the
      beneficial owner, if any, on whose behalf the proposal is made; and (d) as
      to the stockholder giving the notice and the beneficial owner, if any, on whose
      behalf the nomination or proposal is made (i) the name and address, as they
      appear on the Corporation’s books, of the stockholder, such beneficial owner,
      and any other stockholders and beneficial owners known by such stockholder
      or
      such beneficial owner to be supporting such proposed business or nominees,
      (ii) the class and number of shares of the Corporation which are owned
      beneficially and of record by such stockholder and such beneficial owner, (iii)
      whether either such stockholder or beneficial owner intends to deliver a proxy
      statement and form of proxy to holders of, in the case of a proposal, at least
      the percentage of the Corporation’s voting shares required under applicable law
      to carry the proposal or, in the case of a nomination(s), a sufficient number
      of
      holders of the Corporation’s voting shares to elect such nominee(s) (an
      affirmative statement of such intent, a “Solicitation Notice”) and (iv) a copy
      of any such Solicitation Notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      purposes of this Section 5, “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 Exchange Act.

     

    At
      a
      Special Meeting of stockholders, only such business as is set forth in the
      Corporation’s notice of meeting shall be conducted at the meeting. 
Nominations of persons for election to the Board of Directors may be made at
      a
      Special Meeting of stockholders at which directors are to be elected pursuant
      to
      the Corporation’s notice of meeting (a) by or at the direction of the Board of
      Directors or (b) by any stockholder of the Corporation who is a stockholder
      of
      record at the time of giving of notice provided for in this paragraph and who
      shall be entitled to vote at the meeting and who complies with the notice
      procedures set forth in this paragraph.  In the event the Corporation calls
      a Special Meeting of stockholders for the purpose of electing one or more
      directors to the Board of Directors, 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 required by
      the fourth paragraph of this Section 5 shall be delivered to the Secretary
      at
      the principal executive offices of the Corporation not earlier than the close
      of
      business on the 120th day prior to such Special Meeting and not later than
      the
      close of business on the later of the 90th day prior to such Special Meeting
      or
      the 10th day following the day on which public announcement is first made of
      the
      date of the Special Meeting and of the nominees proposed by the Board of
      Directors to be elected at such meeting.  In no event shall the public
      announcement of an adjournment or postponement of a Special Meeting commence
      a
      new time period for the giving of a stockholder’s notice.

     

    Notwithstanding
      any provision herein to
      the contrary, (a) no business shall be conducted at a stockholders meeting
      except in accordance with the procedures set forth in this Section 5 and (b)
      only persons nominated in accordance with the procedures set forth in this
      Section 5, and who meet the eligibility requirements set forth in this Section
      5, shall be eligible for election as directors.  The officer of the
      Corporation presiding at a meeting of stockholders shall, if the facts warrant,
      determine that the business or the nomination, as the case may be, was not
      properly brought before the meeting in accordance with the procedures prescribed
      by these Bylaws and, if he should so determine, he shall so declare to the
      meeting and any such business not properly brought before the meeting shall
      not
      be transacted and any such nomination shall not stand for election or
      reelection.

     

    In
      addition to and not to the exclusion of the foregoing provisions of this Section
      5, a stockholder shall also comply with all applicable requirements of the
      Exchange Act and the rules and regulations promulgated thereunder with respect
      to matters set forth in this Section 5.  Nothing in this Section 5 shall be
      deemed to affect any rights of stockholders to request inclusion of proposals
      in
      the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange
      Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      6.           Quorum;
      Adjournment.   Except as otherwise provided by applicable law
      or by the Certificate of Incorporation, the holders of a majority of the capital
      stock issued and outstanding and entitled to vote thereat, present in person
      or
      represented by proxy, shall constitute a quorum at all meetings of the
      stockholders for the transaction of business.  If, however, such quorum
      shall not be present or represented at any meeting of the stockholders, the
      stockholders entitled to vote thereat, present in person or represented by
      proxy, shall have power to adjourn the meeting from time to time, without notice
      other than announcement at the meeting, until a quorum shall be present or
      represented.  The Chairman of the Board of Directors, or in his absence or
      disability an officer of the Corporation presiding at a meeting of stockholders
      may adjourn any meeting of stockholders from time to time, whether or not there
      is such a quorum.  In the absence of a quorum, a meeting of the
      stockholders may be adjourned by the vote of a majority of the shares
      represented either in person or by proxy at said meeting.  No notice
      of the time and place of adjourned meetings need be given except as required
      by
      applicable law unless any additional items of business are to be considered
      or
      the Corporation becomes aware of an intervening event materially affecting
      any
      matter to be voted on more than ten (10) days prior to the date which the
      meeting is adjourned.  Any business which might have been transacted at the
      meeting as originally noticed may be deferred and transacted at any such
      adjourned meeting at which a quorum shall be present.  The stockholders
      present at a duly called 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  
      7.          
Voting.   Unless otherwise required by applicable law, the
      Certificate of Incorporation or these Bylaws, any question brought before any
      meeting of stockholders shall be decided by the vote of the holders of a
      majority of the stock represented and entitled to vote thereat.  Unless
      otherwise required by applicable law, the Certificate of Incorporation or these
      Bylaws, each stockholder represented at a meeting of stockholders shall be
      entitled to cast one vote for each share of the capital stock entitled to vote
      thereat held by such stockholder.  Such votes may be cast in person or by
      proxy but no proxy shall be valid more than 11 months after its date, unless
      such proxy provides for a longer period.  A stockholder may authorize
      another person to act as proxy by transmitting, or authorizing the transmission
      of, a telegram, cablegram or other means of electronic transmission to the
      person authorized to act as proxy or to a proxy solicitation firm, proxy support
      service organization, or other person authorized by the person who will act
      as
      proxy to receive the transmission, in each case as the Board of Directors,
      the
      Chairman of the Board of Directors or the presiding officer of the meeting
      may
      determine from time to time.

     

    Section  
      8.           List of
      Stockholders Entitled to Vote.   The officer of the
      Corporation who has charge of the stock ledger of the Corporation shall prepare
      and make, at least ten days before every meeting of stockholders, a complete
      list of the stockholders entitled to vote at the meeting, 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, for a period of at least ten days prior to the meeting, either (i)
      during ordinary business hours at the principal place of business of the
      Corporation, (ii) on a reasonably accessible electronic network, provided that
      the information required to gain access to such list is provided with the notice
      of meeting, or (iii) at such other place as may be permitted by applicable
      law
      and the Certificate of Incorporation.  If the meeting is to be held at a
      designated physical location, the 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 of the Corporation who is present.  If the
      meeting is to be held solely by means of remote communication, then the 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.

     

    Section  
      9.           Stock
      Ledger.   The stock ledger of the Corporation shall be the
      only evidence as to who the stockholders entitled to examine the stock ledger
      are, shall be included on the list required by Section 8 of this Article II,
      or
      shall be entitled to vote in person or by proxy at any meeting of
      stockholders.

     

    Section  
      10.        Stockholder
      Action.   Subject to rights, if any, of any series of
      preferred stock then outstanding, any action required or permitted to be taken
      by the stockholders must be effected at an annual or special meeting of
      stockholders and may not be effected by any consent in writing of such
      stockholders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      11.        Conduct of
      Voting.   At all meetings of stockholders, unless the voting
      is conducted by inspectors, the proxies and ballots shall be received, and
      all
      questions relating to the qualification of voters, the validity of proxies
      and
      the acceptance or rejection of votes shall be decided, in accordance with such
      procedures as shall from time to time be determined by the officer of the
      Corporation presiding at the meeting of stockholders.  If ordered by the
      presiding officer or required by applicable law, the vote upon any election
      or
      question shall be taken by written ballot.  Unless so ordered or required,
      no vote need be by written ballot.

     

    The
      officer of the Corporation presiding at a meeting of stockholders shall fix
      and
      announce at the meeting the date and time of the opening and the closing of
      the
      polls for each matter upon which the stockholders will vote at such
      meeting.

     

    The
      Board
      of Directors shall appoint one or more inspectors, which inspector or inspectors
      may be individuals who serve the Corporation in other capacities, including,
      without limitation, as officers, employees, agents or representatives, to act
      at
      the meetings of stockholders and make a written report thereof.  One or
      more persons may be designated as alternate inspectors to replace any inspector
      who fails to act.  If no inspector or alternate has been appointed to act
      or is able to act at a meeting of stockholders, the officer of the Corporation
      presiding at a meeting of stockholders shall appoint one or more inspectors
      to
      act at the meeting.  Each inspector, before discharging his or her duties,
      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
      inspectors shall have the duties prescribed by applicable law.

     

    ARTICLE
      III

     

    DIRECTORS

     

    Section  
      1.           Number and
      Election of Directors.   Subject to the rights of the holders
      of any series of preferred stock of the Corporation to elect directors as
      provided for in the Certificate of Incorporation, the Board of Directors shall
      consist of at least one (1), but no more than twenty-five (25), members. 
The exact number of authorized directors shall be fixed by resolution of the
      Board of Directors or by the vote of a majority of the shares represented either
      in person or by proxy at a meeting of the stockholders.

     

    The
      Board
      shall consist of no more than two inside directors who do not meet the
      definition of “Outside Directors”.  An “Outside Director” is any director
      of the Corporation or its subsidiaries, which, in the opinion of the Board,
      would not interfere with the exercise of independent judgment in carrying out
      the responsibilities of a Director, and which meets the independence and
      experience requirements of the Securities and Exchange Commission (“SEC”) and
      the Nasdaq National Market (“Nasdaq”) applicable to independent directors as in
      effect from time to time when and as required by SEC and Nasdaq.

     

    Subject
      to the Certificate of Incorporation, and Section 2 of this Article and the
      rights of the holders of any series of preferred stock of the Corporation to
      elect directors under specified circumstances, directors shall be elected by
      a
      plurality of the votes cast at Annual Meetings of stockholders, and each
      director so elected shall hold office until the next Annual Meeting and until
      his or her successor is duly elected and qualified, or until his or her earlier
      death, resignation or removal. 

     

    Any
      director may resign at any time upon notice to the Corporation in writing or
      by
      electronic transmission.  Directors need not be stockholders.

     

    Section  
      2.          
Removal.   Except for directors elected by a series of
      preferred stock then outstanding, any director or the entire Board of Directors
      may be removed, but only for cause, and only by the affirmative vote of the
      holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting
      power of all of the then outstanding shares of the capital stock of the
      Corporation then entitled to vote at an election of directors, voting together
      as a single class.  Nothing in this Section 2 shall be deemed to
      affect any rights of the holders of any series of preferred stock to remove
      directors pursuant to any applicable provisions of the Certificate of
      Incorporation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      3.          
Vacancies.   Subject to the rights, if any, of any series of
      preferred stock then outstanding, and except as otherwise provided in the
      Certificate of Incorporation, any vacancy, whether arising through death,
      resignation, retirement, removal or disqualification of a director, and any
      newly created directorship resulting from an increase in the number of
      directors, shall be filled solely by a majority vote of the remaining directors
      even though less than a quorum of the Board of Directors.  A director
      so elected to fill a vacancy or newly created directorship shall serve until
      the
      next annual meeting of the stockholders, or until his or her successor shall
      have been duly elected and qualified or until such director’s death, resignation
      or removal.  No decrease in the number of directors shall shorten the
      term of any incumbent director.

     

    Section  
      4.           Duties and
      Powers.   The business 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 as are not
      by
      statute or by the Certificate of Incorporation or by these Bylaws directed
      or
      required to be exercised or done by the stockholders.

     

    Section  
      5.          
Meetings.   The Board of Directors of the Corporation may
      hold meetings, both regular and special, either within or without the State
      of
      Delaware.  Regular meetings of the Board of Directors may be held without
      notice at such time and at such place as may from time to time be determined
      by
      the Board of Directors.  Special meetings of the Board of Directors may be
      called by the Chairman, if there be one, the President, or a majority of the
      entire Board of Directors then in office.  Notice of such special meeting
      stating the place, date and hour of the meeting shall be given to each director
      either by mail not less than forty-eight (48) hours before the date of the
      meeting, by telephone, hand, courier, facsimile, electronic mail or telegram
      on
      twenty-four (24) hours’ notice, or on such shorter notice as the person or
      persons calling such meeting may deem necessary or appropriate in the
      circumstances.  Neither the business to be transacted at, nor the purpose
      of, any regular or special meeting of the Board of Directors need be specified
      in the notice of such meeting.  A meeting may be held at any time without
      notice if all the directors are present or if those not present waive notice
      of
      the meeting in accordance with Section 3 of Article VI of these
      Bylaws.

     

    Section  
      6.          
Quorum.   Except as may be otherwise specifically provided by
      applicable law, the Certificate of Incorporation or these Bylaws, at all
      meetings of the Board of Directors, a majority of the entire Board of Directors
      then in office shall constitute a quorum for the transaction of business and
      the
      act 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.  If a quorum shall not
      be present at any meeting of the Board of Directors, the directors present
      thereat may adjourn the meeting from time to time, without notice other than
      announcement at the meeting, until a quorum shall be present. 
Notwithstanding the withdrawal of enough directors to leave less than a quorum,
      the directors present at a duly organized meeting may continue to transact
      business until adjournment.

     

    Section  
      7.           Actions of
      Board.   Unless otherwise provided by the Certificate of
      Incorporation or these Bylaws, any action required or permitted to be taken
      at
      any meeting of the Board of Directors or of any committee thereof may be taken
      without a meeting, if all the members of the Board of Directors or committee,
      as
      the case may be, consent thereto in writing or by electronic transmission,
      and
      the writing or writings or electronic transmission or transmissions are filed
      with the minutes of proceedings of the Board of Directors or
      committee.

     

    Section  
      8.           Meetings by Means
      of Conference Telephone.   Unless otherwise provided by the
      Certificate of Incorporation or these Bylaws, members of the Board of Directors
      of the Corporation, or any committee designated by the Board of Directors,
      may
      participate in a meeting of the Board of Directors or such committee by means
      of
      a conference telephone or similar communications equipment by means of which
      all
      persons participating in the meeting can hear each other, and participation
      in a
      meeting pursuant to this Section 8 shall constitute presence in person at such
      meeting.

     

    Section  
      9.          
Committees.   The Board of Directors may, by resolution
      passed by a majority of the entire Board of Directors, designate one or more
      committees, each committee to consist of one or more of the directors of the
      Corporation.  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 any such committee.  In the absence or
      disqualification of a member of a committee, and in the absence of a designation
      by the Board of Directors of an alternate member to replace the absent or
      disqualified member, the member or members thereof present at any meeting and
      not disqualified from voting, whether or not they constitute a quorum, may
      unanimously appoint another member of the Board of Directors to act at the
      meeting in the place of any absent or disqualified member.  Any committee,
      to the extent allowed by applicable law and provided in the resolution
      establishing such committee, 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.  Each committee shall keep regular minutes and
      report to the Board of Directors when required.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      10.        Compensation.  
The directors may be paid their expenses, if any, of attendance at
      each meeting
      of the Board of Directors and may be paid such compensation for their service
      on
      the Board of Directors as may be determined by resolution of the Board of
      Directors.  No such payment shall preclude any director from serving the
      Corporation in any other capacity and receiving compensation therefor. 
Members of special or standing committees may be allowed additional compensation
      for their service on such committees.

     

    ARTICLE
      IV

     

    OFFICERS

     

    Section  
      1.          General.  
The officers of the Corporation shall be chosen by the Board of Directors
      and
      shall be a Chairman of the Board of Directors (who must be a director), Chief
      Executive Officer, President and Chief Operating Officer, Chief Financial
      Officer and Treasurer, Controller and a Secretary.  The Board of Directors,
      in its discretion, may also choose one or more Vice Presidents, Assistant
      Secretaries, Assistant Treasurers and other officers.  Any number of
      offices may be held by the same person, unless otherwise prohibited by
      applicable law, the Certificate of Incorporation or these Bylaws.  The
      officers of the Corporation need not be stockholders of the Corporation nor,
      except in the case of the Chairman of the Board of Directors, need such officers
      be directors of the Corporation.

     

    Section  
      2.          
Election.   The Board of Directors shall elect the officers
      of the Corporation who shall hold their offices for such terms and shall
      exercise such powers and perform such duties as shall be determined from time
      to
      time by the Board of Directors; and all officers of the Corporation shall hold
      office until their successors are chosen and qualified, or until their earlier
      death, resignation or removal.  Any officer elected by the Board of
      Directors may be removed at any time by the affirmative vote of a majority
      of
      the Board of Directors.  Any vacancy occurring in any office of the
      Corporation shall be filled by the Board of Directors.  The salaries of all
      officers of the Corporation shall be fixed by the Board of Directors or by
      such
      persons or committee as the Board of Directors delegates.

     

    Section  
      3.           Voting Securities
      Owned by the Corporation.   Powers of attorney, proxies,
      waivers of notice of meeting, consents and other instruments relating to
      securities of any other corporation (or other business entity) owned by the
      Corporation may be executed in the name of and on behalf of the Corporation
      by
      the Chief Executive Officer, President and Chief Operating Officer, Chief
      Financial Officer and Treasurer, Secretary or any Vice President and any such
      officer may, in the name of and on behalf of the Corporation, take all such
      action as any such officer may deem advisable to vote in person or by proxy
      at
      any meeting of security holders of any corporation (or other business entity)
      in
      which the Corporation may own securities and at any such meeting shall possess
      and may exercise any and all rights and power incident to the ownership of
      such
      securities and which, as the owner thereof, the Corporation might have exercised
      and possessed if present.  The Board of Directors may, by resolution, from
      time to time confer like powers upon any other person or persons.

     

    Section  
      4.           Chairman of the
      Board of Directors.   The Chairman of the Board of Directors
      shall preside at all meetings of the stockholders and of the Board of
      Directors. Except where by applicable law the signature of the President is
      required, the Chairman of the Board of Directors shall possess the same power
      as
      the President to sign all contracts, certificates and other instruments of
      the
      Corporation which may be authorized by the Board of Directors.  During the
      absence or disability of the President, the Chairman of the Board of Directors
      shall exercise all the powers and discharge all the duties of the
      President.  The Chairman of the Board of Directors shall also perform such
      other duties and may exercise such other powers as from time to time may be
      assigned to him or her by these Bylaws or by the Board of
      Directors.

     

    Section   5.           Chief
      Executive Officer.    The Chief Executive Officer
      shall have general supervision of all property of the Corporation and all of
      its
      departments and business units and shall have full authority over all officers
      and employees, subject to the provisions of these Bylaws and the control of
      the
      Board of Directors.  The Chief Executive Officer shall have the power
      to sign, executed and deliver on behalf of the Corporation all bonds, mortgages,
      contracts and other instruments of the Corporation, except where required or
      permitted by applicable law to be otherwise signed, executed and delivered
      and
      except that the other officers of the Corporation may sign, execute and deliver
      documents when so authorized by these Bylaws, the Board of Directors or the
      President and Chief Operating Officer.  In the absence or disability
      of the Chairman of the Board of Directors, the Chief Executive Officer shall
      preside at all meetings of the stockholders and the Board of Directors. 
The Chief Executive Officer shall also perform such other duties and may
      exercise such other powers as from time to time may be assigned to him by these
      Bylaws or by the Board of Directors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      6.           President and
      Chief Operating Officer.   The President and Chief Operating
      Officer shall, subject to the control of the Board of Directors and the Chairman
      of the Board of Directors, have general supervision of the business of the
      Corporation and shall see that all orders and resolutions of the Board of
      Directors are carried into effect.  The President and Chief Operating
      Officer shall sign, execute and deliver on behalf of the Corporation all bonds,
      mortgages, contracts and other instruments of the Corporation, except where
      required or permitted by applicable law to be otherwise signed, executed and
      delivered and except that the other officers of the Corporation may sign and
      execute documents when so authorized by these Bylaws, the Board of Directors,
      the Chief Executive Officer or the President and Chief Operating Officer. 
In the absence or disability of the Chairman of the Board of Directors and
      the
      Chief Executive Officer, the President and Chief Operating Officer shall preside
      at all meetings of the stockholders and the Board of Directors.  The
      President and Chief Operating Officer shall also perform such other duties
      and
      may exercise such other powers as from time to time may be assigned to him
      by
      these Bylaws or by the Board of Directors.

     

    Section   7.           Chief
      Financial Officer and Treasurer.   The Chief Financial
      Officer and Treasurer shall consider the adequacy of, and make recommendations
      to the Board of Directors concerning, the capital resources available to the
      Corporation to meet its projected obligations and business plans; report
      periodically to the Board of Directors the financial results and trends
      affecting the business of the Corporation; and shall have such other powers
      and
      perform such other duties as may from time to time be granted or assigned to
      him
      or her by the Board of Directors or, subject to the control of the Board of
      Directors, by a committee thereof.  The Chief Financial Officer and
      Treasurer shall have the power to sign, executed and deliver on behalf of the
      Corporation all bonds, mortgages, contracts and other instruments of the
      Corporation, except where required or permitted by applicable law to be
      otherwise signed, executed and delivered and except that the other officers
      of
      the Corporation may sign and executed documents when so authorized by these
      Bylaws, the Board of Directors, the Chief Executive Officer or the President
      and
      Chief Operating Officer.  The Chief Financial Officer and Treasurer
      shall supervise the Controller.

     

    Section   8.           Controller.  The
      Controller shall have the custody of the corporate funds and securities and
      shall keep full and accurate accounts of receipts and disbursements in books
      belonging to the Corporation and shall deposit all moneys and other valuable
      effects in the name and to the credit of the Corporation in such depositories
      as
      may be designated by the Board of Directors or its designee(s).  The
      Controller shall disburse the funds of the Corporation as may be ordered by
      the
      Board of Directors or its designee(s), taking proper vouchers for such
      disbursements, and shall render to the Chief Executive Officer, President and
      Chief Operating Officer, Chief Financial Officer and Treasurer and the Board
      of
      Directors, at its regular meetings, or when the Board of Directors so requires,
      an account of all his or her transactions as Controller and of the financial
      condition of the Corporation.  If required by the Board of Directors or its
      designee(s), the Controller shall give the Corporation a bond in such sum and
      with such surety or sureties as shall be satisfactory to the Board of Directors
      for the faithful performance of the duties of his or her office and for the
      restoration to the Corporation, in case of his or her death, resignation,
      retirement or removal from office, of all books, papers, vouchers, money and
      other property of whatever kind in his or her possession or under his or her
      control belonging to the Corporation.

     

    Section  
      9.          
Secretary.   The Secretary shall give, or cause to be given,
      notice of and attend all meetings of the Board of Directors and all meetings
      of
      stockholders and record all the proceedings thereat in a book or books to be
      kept for that purpose; the Secretary shall also perform like duties for the
      standing committees when required.  If the Secretary shall be unable or
      shall refuse to give notice of and attend and record the proceedings of all
      meetings of the stockholders and special meetings of the Board of Directors,
      and
      if there be no Assistant Secretary, then either the Board of Directors or the
      President and Chief Operating Officer may choose another officer to cause such
      notice to be given and to attend and record the proceedings of such
      meetings.  The Secretary shall perform such other duties as may be
      prescribed by the Board of Directors or President and Chief Operating Officer,
      under whose supervision the Secretary shall be.  The Secretary shall
      see that all books, reports, statements, certificates and other documents and
      records required by applicable law to be kept or filed are properly kept or
      filed, as the case may be.  Such books, reports, statements, certificates
      and other documents and records may be kept within or without the State of
      Delaware as the Board of Directors may from time to time determine.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     Section  
      10.           Other
      Officers.   Such other officers as the Board of Directors may
      choose shall perform such duties and have such powers as from time to time
      may
      be assigned to them by the Board of Directors.  The Board of Directors may
      delegate to any other officer of the Corporation the power to choose such other
      officers and to prescribe their respective duties and powers.

     

    ARTICLE
      V

     

    STOCK

     

    Section  
      1.           Stock
      Certificates.   The shares of the Corporation shall be
      represented by certificates, provided that the Board of Directors may provide
      by
      resolution or resolutions that some or all of any or all classes or series
      of
      the Corporation’s stock shall be uncertificated shares. Any such resolution
      shall not apply to shares represented by a certificate until such certificate
      is
      surrendered to the Corporation.  Every holder of stock of the Corporation
      represented by certificates shall be entitled to have a certificate signed
      by,
      or in the name of the Corporation by the Chairman or vice-chairperson of the
      Board of Directors, or the President or vice-president and by the Treasurer
      or
      an assistant treasurer or the Secretary or an assistant secretary of the
      Corporation representing the number of shares registered in certificate form.
      The Corporation shall not have power to issue a certificate in bearer
      form.

     

    Section  
      2.          
Signatures.   Any or all of the signatures on the certificate
      may be by a facsimile.  In case any officer, transfer agent or registrar
      who has signed or whose facsimile signature has been placed upon 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. 

     

    Section  
      3.           Lost
      Certificates.   The Board of Directors may direct a new
      certificate to be issued in place of any certificate theretofore issued by
      the
      Corporation alleged to have been lost, stolen or destroyed, upon the making
      of
      an affidavit of that fact by the person claiming the certificate of stock to
      be
      lost, stolen or destroyed.  When authorizing such issue of a new
      certificate, the Board of Directors may, in its discretion and as a condition
      precedent to the issuance thereof, require the owner of such lost, stolen or
      destroyed certificate, or his or her legal representative, to advertise the
      same
      in such manner as the Board of Directors shall require and/or to give the
      Corporation a bond in such sum as it may direct as indemnity against any claim
      that may be made against the Corporation with respect to the certificate alleged
      to have been lost, stolen or destroyed.

     

    Section  
      4.          
Transfers.   Stock of the Corporation shall be transferable
      in the manner prescribed by applicable law and in these Bylaws.  Transfers
      of stock shall be made on the books of the Corporation only at the direction
      of
      the record holder of such stock or by his or her attorney lawfully constituted
      in writing and, if such stock is certificated, upon the surrender of the
      certificate therefor, which shall be canceled before a new certificate shall
      be
      issued

     

    Section  
      5.           Record
      Date.   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 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 of Directors may fix, in advance, a record
      date, which shall not be more than sixty days nor less than ten days before
      the
      date of such meeting, nor more than sixty days prior to any other action. 
Except to the extent otherwise required by applicable law, a determination
      of
      stockholders of record entitled to notice of or to vote at a meeting of
      stockholders shall apply to any adjournment of the meeting; provided, however,
      that the Board of Directors may in its discretion fix a new record date for
      the
      adjourned meeting.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      6.           Beneficial
      Owners.   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, and to vote as such owner, and to hold liable for calls
      and
      assessments a person registered on its books as the owner of shares, and 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 provided by applicable
      law.

     

    ARTICLE
      VI

     

    NOTICES

     

    Section  
      1.          
Notices.   Whenever written notice is required by applicable
      law, the Certificate of Incorporation or these Bylaws, to be given to any
      stockholder, such notice may be given (i) by mail, addressed to such
      stockholder, at his or her address as it appears on the records of the
      Corporation, with postage thereon prepaid or (ii) except as provided in the
      DGCL, by electronic transmission in accordance with Section 2 of this Article
      VI.  If given by mail, such notice shall be deemed delivered at the time
      when the same shall be deposited in the United States mail.

     

    Section  
      2.           Notices by
      Electronic Transmission.   Without limiting the manner by
      which notice otherwise may be given effectively to stockholders pursuant to
      applicable law, the Certificate of Incorporation or these Bylaws, any notice
      to
      stockholders given by the Corporation under any applicable law, the Certificate
      of Incorporation or these Bylaws shall be effective if given by a form of
      electronic transmission consented to by the stockholder to whom the notice
      is
      given.  Any such consent shall be revocable by the stockholder by written
      notice to the Corporation.  Any such consent shall be deemed revoked
      if:

     

    (i)           
      the Corporation is unable to deliver by electronic transmission two consecutive
      notices given by the Corporation in accordance with such consent;
      and

     

    (ii)          
      such inability becomes known to the Secretary or an assistant secretary of
      the
      Corporation or to the transfer agent, or other person responsible for the giving
      of notice.

     

    However,
      the inadvertent failure to treat such inability as a revocation shall not
      invalidate any meeting or other action.

     

    Any
      notice given pursuant to the preceding paragraph shall be deemed
      given:

     

    
      	
            	
              (i)

            	
              if
                by facsimile telecommunication, when directed to a number at which
                the
                stockholder has consented to receive
                notice;

            


    

     

    
      	
            	
              (ii)

            	
              if
                by electronic mail, when directed to an electronic mail address at
                which
                the stockholder has consented to receive
                notice;

            


    

     

    
      	
            	
              (iii)

            	
              if
                by a posting on an electronic network together with separate notice
                to the
                stockholder of such specific posting, upon the later of (A) such
                posting and (B) the giving of such separate notice;
                and

            


    

     

    
      	
            	
              (iv)

            	
              if
                by any other form of electronic transmission, when directed to the
                stockholder.

            


    

     

    An
      affidavit of the Secretary or an assistant secretary or of the transfer agent
      or
      other agent of the Corporation that the notice has been given by a form of
      electronic transmission shall, in the absence of fraud, be prima facie evidence
      of the facts stated therein.

     

    For
      the
      purpose of these Bylaws, an “electronic transmission” means any form of
      communication, not directly involving the physical transmission of paper, that
      creates a record that may be retained, retrieved, and reviewed by a recipient
      thereof, and that may be directly reproduced in paper form by such a recipient
      through an automated process.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      3.           Waivers of
      Notice.   Whenever notice is required to be given by
      applicable law, the Certificate of Incorporation or these Bylaws, a written
      waiver, signed by the person entitled to notice, or a waiver by electronic
      transmission by the person entitled to notice, whether before or after the
      time
      of the event for which notice is to be given, shall be deemed equivalent to
      notice.  Attendance of a person at a meeting shall constitute a waiver of
      notice of such meeting, except when the person attends a 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.  Neither
      the business to be transacted at, nor the purpose of, any regular or special
      meeting of the stockholders need be specified in any written waiver of notice
      or
      any waiver by electronic transmission unless so required by the Certificate
      of
      Incorporation or these Bylaws.

     

    ARTICLE
      VII

     

    GENERAL
      PROVISIONS

     

    Section  
      1.          
Dividends.   Dividends upon the capital stock of the
      Corporation, subject to the provisions of the Certificate of Incorporation,
      may
      be declared by the Board of Directors at any regular or special meeting, and
      may
      be paid in cash, in property, or in shares of the capital stock.  Before
      payment of any dividend, there may be set aside out of any funds of the
      Corporation available for dividends such sum or sums as the Board of Directors
      from time to time, in its sole and absolute discretion, deems proper as a
      reserve or reserves to meet contingencies, or for equalizing dividends, or
      for
      repairing or maintaining any property of the Corporation, or for any proper
      purpose, and the Board of Directors may modify or abolish any such
      reserve.

     

    Section  
      2.          
Disbursements.   All checks or demands for money and 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.

     

    Section  
      3.           Fiscal
      Year.   The fiscal year of the Corporation shall be fixed by
      resolution of the Board of Directors.

     

    Section   4.           Inspection.   A
      copy of these Bylaws with all amendments thereto shall at all times be kept
      in a
      convenient place at  the principal executive offices of the
      Corporation and shall be open for inspection to all stockholders during normal
      business hours.

     

    ARTICLE
      VIII

     

    INDEMNIFICATION

     

    Section  
      1.           Indemnification
      of Directors and Officers.   Each person who was or is made a
      party or is threatened to be made a party to or is involved in any, suit, or
      proceeding, whether civil, criminal, administrative or investigative
      (hereinafter 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 any predecessor) or is or was serving at the request of
      the
      Corporation (or any predecessor) as a director, officer, employee or agent
      of
      another Corporation or of a partnership, joint venture, trust or other
      enterprise (or any predecessor of any of such entities), including service
      with
      respect to employee benefit plans maintained or sponsored by the Corporation
      (or
      any predecessor), whether the basis of such proceeding is alleged action in
      an
      official capacity as a director, officer, employee or agent or in any other
      capacity while serving as a director, officer, employee or agent, shall be
      indemnified and held harmless by the Corporation to the fullest extent
      authorized by the DGCL as the same exists or may hereafter be amended (but,
      in
      the case of any such amendment, only to the extent that such amendment permits
      the Corporation to provide broader indemnification rights than said law
      permitted the Corporation to provide prior to such amendment), against all
      expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA
      excise taxes or penalties and amounts paid or to be paid in settlement)
      reasonably incurred or suffered by such person in connection therewith and
      such
      indemnification shall continue as to a person who has ceased to be a director,
      officer, employee or agent and shall inure to the benefit of his or her heirs,
      executors and administrators; provided, however, that except as provided in
      Section 2 of this Article VIII, the Corporation shall indemnify any such person
      seeking indemnification in connection with a proceeding (or part thereof)
      initiated by such person only if such proceeding (or part thereof) was
      authorized by the Board of Directors.  The right to indemnification
      conferred in this Article VIII shall be a contract right and shall include
      the
      right to be paid by the Corporation the expenses incurred in defending any
      such
      proceeding in advance of its final disposition, such advances to be paid by
      the
      Corporation within sixty days after the receipt by the Corporation of a
      statement or statements from the claimant requesting such advance or advances
      from time to time; provided, however, that if the DGCL requires, the payment
      of
      such expenses incurred by a director or officer in his or her capacity as a
      director or officer (and not in any other capacity in which service was or
      is
      rendered by such person while a director or officer, including, without
      limitation, service to an employee benefit plan) 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 advanced if it shall ultimately be determined that such director
      or
      officer is not entitled to be indemnified under these Bylaw or
      otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      2.          
Claims.   To obtain indemnification under this Article VIII,
      a claimant shall submit to the Corporation a written request, including therein
      or therewith such documentation and information as is reasonably available
      to
      the claimant and is reasonably necessary to determine whether and to what extent
      the claimant is entitled to indemnification.  Upon written request by a
      claimant for indemnification pursuant to the preceding sentence, a
      determination, if required by applicable law, with respect to the claimant’s
      entitlement thereto shall be made as follows:  (a) if requested by the
      claimant, by Independent Counsel (as hereinafter defined), or (b) if no request
      is made by the claimant for a determination by Independent Counsel, (i) by
      the
      Board of Directors by a majority vote of a quorum consisting of Disinterested
      Directors (as hereinafter defined), or (ii) if a quorum of the Board of
      Directors consisting of Disinterested Directors is not obtainable or, even
      if
      obtainable, such quorum of Disinterested Directors so directs, by Independent
      Counsel in a written opinion to the Board of Directors, a copy of which shall
      be
      delivered to the claimant, or (iii) if a quorum of Disinterested Directors
      so
      directs, by the stockholders of the Corporation.  In the event the
      determination of entitlement to indemnification is to be made by Independent
      Counsel at the request of the claimant, the Independent Counsel shall be
      selected by the Board of Directors unless there shall have occurred within
      two
      years prior to the date of the commencement of the action, suit or proceeding
      for which indemnification is claimed a “Change in Control” as defined below, in
      which case the Independent Counsel shall be selected by the claimant unless
      the
      claimant shall request that such selection be made by the Board of
      Directors.  If it is so determined that the claimant is entitled to
      indemnification, payment to the claimant shall be made within sixty days after
      such determination.

     

    If
      a
      claim for indemnification under this Article VIII is not paid in full by the
      Corporation within sixty days after a written claim pursuant to the preceding
      paragraph of this Section 2 has been received by the Corporation, the claimant
      may at any time thereafter bring suit 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 claim. 
It shall be a defense to any such action (other than an action brought to
      enforce a claim for expenses incurred in defending 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 standard
      of
      conduct which makes it permissible under the DGCL for the Corporation to
      indemnify the claimant for the amount claimed, but the burden of proving such
      defense shall be on the Corporation.  Neither the failure of the
      Corporation (including its Board of Directors, Independent Counsel or
      stockholders) to have made a determination prior to 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
      DGCL, nor an actual determination by the Corporation (including its Board of
      Directors, Independent Counsel or stockholders) that the claimant has not met
      such applicable standard of conduct, shall be a defense to the action or create
      a presumption that the claimant has not met the applicable standard of
      conduct.

     

    If
      a determination shall have been made
      pursuant to this Section 2 that the claimant is entitled to indemnification,
      the
      Corporation shall be bound by such determination in any judicial proceeding
      commenced pursuant to the preceding paragraph of this Section 2.  The
      Corporation shall be precluded from asserting in any judicial proceeding
      commenced pursuant to the second paragraph of this Section 2 that the procedures
      and presumptions of this Article VIII are not valid, binding and enforceable
      and
      shall stipulate in such proceeding that the Corporation is bound by all the
      provisions of this Article VIII.  The right to indemnification and the
      payment of expenses incurred in defending a proceeding in advance of its final
      disposition conferred in this Article VIII shall not be exclusive of any other
      right which any person may have or hereafter acquire under any statute,
      provision of the Certificate of Incorporation, these Bylaws, agreement, vote
      of
      stockholders or Disinterested Directors or otherwise.  No repeal or
      modification of this Article VIII shall in any way diminish or adversely affect
      the rights of any director, officer, employee or agent of the Corporation
      hereunder in respect of any occurrence or matter arising prior to any such
      repeal or modification.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  
      3.          
Construction.   If any provision or provisions of this
      Article VIII shall be held to be invalid, illegal or unenforceable for any
      reason whatsoever:  (a) the validity, legality and enforceability of the
      remaining provisions of this Article VIII (including, without limitation, each
      portion of any paragraph of this Article VIII containing any such provision
      held
      to be invalid, illegal or unenforceable, that is not itself held to be invalid,
      illegal or unenforceable) shall not in any way be affected or impaired thereby;
      and (b) to the fullest extent possible, the provisions of this Article VIII
      (including, without limitation, each such portion of any paragraph of this
      Article VIII containing any such provision held to be invalid, illegal or
      unenforceable) shall be construed so as to give effect such that the Corporation
      may indemnify to the full extent required by any applicable part of this Article
      VIII that shall not have been invalidated and  as permitted by
      applicable law.

     

    Section  
      4.           Indemnification of
      Others.   The Corporation shall have the power, to the extent
      and in the manner permitted by the DGCL, to indemnify each of its employees
      and
      agents (other than directors and officers) against expenses (including
      attorneys’ fees), judgments, fines, settlements, and other amounts actually and
      reasonably incurred in connection with any proceeding, arising by reason of
      the
      fact that such person is or was an agent of the Corporation. For purposes of
      this Section 4, an “employee” or “agent” of the Corporation (other than a
      director or officer) includes any person (a) who is or was an employee or agent
      of the Corporation, (b) who is or was serving at the request of the Corporation
      as an employee or agent of another Corporation, partnership, joint venture,
      trust or other enterprise, or (c) who was an employee or agent of a Corporation
      which was a predecessor Corporation of the Corporation or of another enterprise
      at the request of such predecessor Corporation.

     

    Section  
      5.          
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, or other enterprise against any liability asserted against
      him and incurred by him in any such capacity, or arising out of his status
      as
      such, whether or not the Corporation would have the power to indemnify him
      against such liability under the provisions of the DGCL.

     

    Section   6.           Other
      Sources.  The Corporation’s obligation, if any, to indemnify
      or advance expenses to any person who was or is serving at the Corporation’s
      request as a director or officer of another corporation or a partnership, joint
      venture, trust, enterprise or non-profit entity, including service with respect
      to employee benefit plans, shall be reduced by any amount such person may
      collect as indemnification or advancement of expenses from such other
      corporation, partnership, joint venture, trust, enterprise or non-profit
      entity

     

    Section  
      7.          
Miscellaneous.   For purposes of this Article
      VIII:

     

    “Change
      in Control” means the consummation of any of the following
      transactions:

     

    
      	
            	
              (1)

            	
              a
                merger or consolidation of 1st Century Bank, N.A. (the “Bank”) or the
                Corporation with any other corporation, other than a merger or
                consolidation which would result in beneficial owners of the total
                voting
                power in the election of directors represented by the voting securities
                (“Voting Securities”) of the Bank or the Corporation (as the case may be)
                outstanding immediately prior thereto continuing to beneficially
                own
                securities representing (either by remaining outstanding or by being
                converted into voting securities of the surviving entity) at least
                fifty
                percent (50%) of the total Voting Securities of the Bank or the
                Corporation, or of such surviving entity, outstanding immediately
                after
                such merger or consolidation;

            


    

     

    
      	
            	
              (2)

            	
              the
                filing of a plan of liquidation or dissolution of the Bank or the
                closing
                of the sale, lease, exchange or other transfer or disposition by
                the Bank
                or the Corporation of all or substantially all of the Corporation’s
                assets;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (3)                                 

            	
              any
                person (as such term is used in Sections 13(d) and 14(d) of the Exchange
                Act), other than (A) a trustee or other fiduciary holding securities
                under
                an employee benefit plan of the Bank or the Corporation, (B) a corporation
                owned directly or indirectly by the stockholders of the
                Corporation in substantially the same proportions as their beneficial
                ownership of stock in the Corporation, or (C) the Corporation (with
                respect to the Corporation’s ownership of the stock of Bank), is or
                becomes the beneficial owner (within the meaning of Rule 13d-3 under
                the
                Exchange Act), directly or indirectly, of the securities of the Bank
                or
                the Corporation representing 50% or more of the Voting Securities;
                or

            


    

     

    
      	
            	
              (4)

            	
              any
                person (as such term is used in Sections 13(d) or 14(d) of the Exchange
                Act), other than (a) a trustee or other fiduciary holding securities
                under
                an employee benefit plan of the Bank or the Corporation, (b) a corporation
                owned directly or indirectly by the stockholders of the Corporation
                in
                substantially the same proportions as their ownership of stock in
                the
                Corporation, or (c) the Corporation (with respect to the Corporation’s
                ownership of the stock of the Bank) is or becomes the beneficial
                owner
                (within the meaning or Rule 13d-3 under the Exchange Act), directly
                or
                indirectly, of the securities of the Bank or the Corporation representing
                25% or more of the Voting Securities of such corporation, and within
                twelve (12) months of the occurrence of such event, a change in the
                composition of the Board of Directors of the Corporation occurs as
                a
                result of which sixty percent (60%) or fewer of the directors are
                incumbent directors.

            


    

     

    “Disinterested
      Director” means a director of the Corporation who is not and was not a party to
      the matter in respect of which indemnification is sought by the
      claimant.

     

    “Independent
      Counsel” means a law firm, a member of a law firm, or an independent
      practitioner, that is experienced in matters of corporation law and shall
      include any person who, under the applicable standards of professional conduct
      then prevailing, would not have a conflict of interest in representing either
      the Corporation or the claimant in an action to determine the claimant’s rights
      under this Article VIII.

     

    Any
      notice, request or other communication required or permitted to be given to
      the
      Corporation under this Bylaw shall be in writing and either delivered in person
      or sent by telecopy, telex, telegram, overnight mail or courier service, or
      certified or registered mail, postage prepaid, return receipt requested, to
      the
      Secretary of the Corporation and shall be effective only upon receipt by the
      Secretary.

     

    ARTICLE
      IX

     

    AMENDMENTS

     

    Section  
      1.           Authority to
      Amend.   These Bylaws may be altered, amended or repealed, in
      whole or in part, or new Bylaws may be adopted by the stockholders or by the
      Board of Directors; provided, however, that notice of such alteration,
      amendment, repeal or adoption of new Bylaws be contained in the notice of such
      meeting of stockholders or Board of Directors, as the case may be.  All
      such amendments must be approved by either the holders of a majority of the
      outstanding capital stock entitled to vote thereon or by a majority of the
      entire Board of Directors then in office.  Notwithstanding the foregoing,
      any alteration, amendment or repeal of, and the adoption of any new Bylaws
      inconsistent with, all or any portion of Article II hereof, Section 1 or 3
      of
      Article III hereof, Article VIII hereof or this Article IX by the stockholders
      of the Corporation shall require the affirmative vote of at least 66 2/3% of
      the
      outstanding shares entitled to vote thereon.

     

    Section  
      2.           Entire Board of
      Directors.   As used in this Article IX and in these Bylaws
      generally, the term “entire Board of Directors” means the total number of
      directors which the Corporation would have if there were no
      vacancies.