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.