EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

of

SAXON CAPITAL, INC.

(A Delaware Corporation)

**ARTICLE I**

**OFFICES**

                         Section 1.     Registered Office.  Theregistered office of the Corporation in the State of Delaware shall be at 2711 Centerville Road, Suite 400, City of Wilmington, Delaware 19808, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware atsuch address is Corporation Service Company.

                         Section 2.     Other Offices.  TheCorporation may also have offices at such other places within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

**ARTICLE II**

**STOCKHOLDER MEETINGS**

                         Section 1.     Annual Meeting.  Theannual meeting of stockholders of the Corporation shall be held on the date and at the time fixed, from time to time, by the Board of Directors, provided, that the first annual meeting shall be held on a date within thirteen months after theorganization of the Corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting, for the purpose of electing directors and for the transaction of such other businessas may properly be brought before the meeting.

                         If the election of directors shall not be held on the day designated for theannual meeting or at any adjournment thereof, the Board of Directors shall cause such election to be held at a special meeting of stockholders as soon thereafter as convenient.  At such meeting the stockholders may elect directors and transactother business with the same force and effect as at an annual meeting duly called and held.

                         Section 2.     Business at AnnualMeeting.  No business may be transacted at any meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or anyduly authorized committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before any meeting by any stockholderof the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in Article II, Section 7 of these Bylaws and on the record date for the determination of stockholders entitled to vote at any such meeting ofstockholders as determined in accordance with Article II, Section 6 hereof and (ii) who complies with the notice procedures set forth in this Section 2.  In addition to any other applicable requirements, for business to be properly broughtbefore a meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

                         To be timely, a stockholder’s notice to the Secretary must be deliveredto or mailed and received at the principal executive offices of the Corporation (a) with respect to the Corporation’s first annual meeting of stockholders, not later than the close of business on the tenth (10th) calendar day following the dayon which public disclosure of the date on which the first annual meeting shall be held is first made (provided that such annual meeting shall be held within sixty (60) calendar days of such public disclosure of the date); and (b) thereafter,not

less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided,however, that in the event that the annual meeting is called for a date that is not within thirty (30) calendar days before or thirty (30) calendar days after such anniversary date, notice by the stockholder in order to be timely must be so receivednot later than the close of business on the later of the thirtieth (30th) calendar day prior to such annual meeting or the tenth (10th) calendar day following the day on which notice of the date of the annual meeting was mailed or public disclosureof the date of the annual meeting was made, whichever first occurs.  For purposes of this Section 2, the date of a public disclosure shall include, but not be limited to, the date on which such disclosure is made in a press release reported bythe Dow Jones News Services, the Associated Press or any comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) (or the rules andregulations thereunder) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

                         To be in proper written form, a stockholder’s notice to the Secretarymust set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting,(ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements orunderstandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) arepresentation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

                         No business shall be conducted at the annual meeting of stockholders exceptbusiness brought before the annual meeting in accordance with the procedures set forth in this Section 2, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in thisSection 2 shall be deemed to preclude discussion by any stockholder of any such business.  If the chairman of a meeting determines that business was not properly brought before the meeting in accordance with the foregoing procedures, thechairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

                         Section 3.     Nomination ofDirectors.  Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Corporation’s Amended and RestatedCertificate of Incorporation, as amended, with respect to the right, if any, of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances.  Nominations of persons for electionto the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorizedcommittee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 3 and on the record date for the determination of stockholders entitled to voteat such meeting and (ii) who complies with the notice procedures set forth in this Section 3.

                         In addition to any other applicable requirements, for a nomination to bemade by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

                         To be timely, a stockholder’s notice to the Secretary must be deliveredto or mailed and received at the principal executive offices of the Corporation (a) with respect to the Corporation’s first annual meeting of stockholders, not later than the close of business on the tenth (10th) calendar day following the dayon which public disclosure of the date on which the first annual meeting shall be held is first made (provided that such annual meeting shall be held within sixty (60) calendar days of such public disclosure of the date); (b) thereafter, in the caseof an annual meeting, not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annualmeeting is called for a date that is not within thirty (30) calendar days before or thirty (30) calendar days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business onthe later of the thirtieth (30th) calendar day prior to such annual meeting or the tenth (10th) calendar day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting wasmade, whichever first occurs; and (c) in the case of a special meeting of

stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of thespecial meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.  For purposes of this Section 3, the date of a public disclosure shall include, but not be limited to, the date on which suchdisclosure is made in a press release reported by the Dow Jones News Services, the Associated Press or any comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant toSections 13, 14 or 15(d) (or the rules and regulations thereunder) of the Exchange Act.

                         To be in proper written form, a stockholder’s notice to the Secretarymust set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) theclass or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement orother filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice(i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements orunderstandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends toappear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made inconnection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.  Such notice must be accompanied by a written consent of each proposed nomineeto being named as a nominee and to serve as a director if elected.

                         No person shall be eligible for election as a director of the Corporationunless nominated in accordance with the procedures set forth in this Section 3.  If the chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meetingthat the nomination was defective and such defective nomination shall be disregarded.

                         Section 4.     Special Meeting. Special meetings of the stockholders, for any purpose or purposes, shall be held whenever called by the Board of Directors, either by written instrument or by the vote of a majority, and shall be called whenever stockholders owning a majority of thecapital stock issued and outstanding shall, in writing, make application therefor to the Chairman of the Board, if there be one,the Chief Executive Officer, the President, any Vice President, the Secretary or any Assistant Secretary, stating theobject of such meeting.

                         Section5.     Place and Time.  Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, and such time as the Board of Directors may, from time to time, fix. Whenever the Board of Directors or the officer of the Corporation calling a meeting shall fail to fix such place or time, the meeting shall be held at the registered office of the Corporation in the State of Delaware at four o’clock in theafternoon.

                         Section6.     Fixing of Record Date.  The Board of Directors may set a record date for the purpose of determining stockholders entitled to vote at any meeting of the stockholders.  The record date, which may not beprior to the close of business on the day the record date is fixed, shall be not more than 60 days nor less than 10 days before the date of the meeting of the stockholders.  All persons who were holders of record of shares at such time, and notothers, shall be entitled to vote at such meeting and any adjournment thereof.

                         Section 7.  Notice.  Notice of the place, date and time ofthe holding of each stockholders’ meeting and, if the meeting is a special meeting, the purpose or purposes of the special meeting, shall be given personally or by mail or transmitted to the stockholder by electronic mail to any electronic mailaddress of the stockholder or by any other electronic means, not less than 10 nor more than 60 days before the date of such meeting, to each stockholder entitled to vote at such meeting and to each other stockholder entitled to notice of themeeting.  Notice by mail shall be deemed to be duly given when deposited in the United States mail addressed to the stockholder at his or her address as it appears on the records of the Corporation, with postage thereon prepaid.  Notice ofany

meeting of stockholders shall be deemed waived by any stockholder who shall attend such meeting in person or by proxy, or who, either before or after the meeting, shall submita signed waiver of notice which is filed with the records of the meeting.

                         Section 8.     Adjourned Meeting.  Nonotice need be given of any adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than 30 days, or if a new record date is fixed for the adjournedmeeting, notice of the adjourned meeting shall be given to each stockholder of record on the new record date entitled thereto.  At any adjourned meeting, the Corporation may transact any business which might have been transacted on the originaldate of the meeting.

                         Section9.     Conduct of Meetings.  Meetings of the stockholders shall be presided over by the Chairman of the Board, if there be one, or, in his absence,by the Chief Executive Officer, if present, or, in his absence,by the President, if present, or, in his absence, by any Vice President or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the Corporation, or in his absence, anyAssistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting shall appoint a Secretary of the meeting.  The order of business at all meetings ofthe stockholders shall be determined by the chairman of the meeting.

                         Section 10.   Appointment of Inspectors.  TheBoard of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors, who need not be stockholders, to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the personpresiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made at the meeting by the person presidingthereat.  Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of hisability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shallreceive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct theelection or vote with fairness to all stockholders.  On request of the person presiding at the meeting or any stockholder, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined byhim or them and execute a certificate of any fact found by him or them.

                         Section 11.   List of Stockholders.  TheSecretary or such other officer of the Corporation having 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, arranged in alphabeticalorder, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinarybusiness hours for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not sospecified, at the place where the meeting is to be held.  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 who is present.

                         Section 12.   Quorum.  Except asotherwise provided by statute or by the Certificate of Incorporation, the presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote thereat shall constitute aquorum at a meeting of stockholders for the transaction of any business.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.  The stockholders present may adjourn ameeting despite the absence of a quorum.

                         Section 13.   Proxy Representation.  Anystockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent ordissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A dulyexecuted proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable

power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporationgenerally.

                         Section14.   Voting.  Except as otherwise provided by statute or by the Certificate of Incorporation, each holder of record of shares of stock of the Corporation having voting rights shall be entitled at each meeting ofstockholders to one vote for each share of stock of the Corporation standing in his name on the records of the Corporation on the date fixed as the record date for the determination of the stockholders entitled to notice of and to vote at suchmeeting.  Except as otherwise provided herein, by statute, or by the Certificate of Incorporation, any corporate action (including the election of directors) to be taken by vote of the stockholders shall require the approval of the holders of amajority of the issued and outstanding shares of stock of the Corporation entitled to vote on such action.  No vote need be by ballot, but in case of a vote by ballot, each ballot shall be signed by the voting stockholder or his proxy and shallstate the number of shares of stock voted.

                         Section 15.   Stockholder Action WithoutMeeting.  Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent inwriting, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to votethereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

**ARTICLE III**

**DIRECTORS**

                         Section 1.     Powers, Qualifications andNumber.  The property, business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation, except as may be otherwise provided by statute or the Certificate ofIncorporation.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The number of directors which shall constitute the whole Board of Directors shall not be less than three(subject to the next sentence) nor more than nine, the exact number of which shall be fixed from time to time by the Board of Directors or the vote of the holders of a majority of the issued and outstanding shares of the stock of the Corporationentitled to vote on such action.  Notwithstanding the foregoing, the number of directors which shall constitute the whole Board of Directors shall not be less than two whenever there shall only be two stockholders and shall not be less than onewhenever there shall be only one stockholder.

                         Section 2.     Election, Term andVacancies.  The initial directors shall be elected by the Incorporator and shall hold office until the first annual meeting of stockholders, until their respective successors have been elected and qualified, or until their earlierresignation or removal.  Thereafter, except as otherwise provided by statute or by the Certificate of Incorporation, the directors shall be divided, with respect to the time for which they severally hold office, into three classes, as nearlyequal in number of directors as practicable, the initial term of the first class (“Class I”) to expire at the 2002 annual meeting of stockholders, the initial term of the second class (“Class II”) to expire at the 2003 annualmeeting of stockholders, and the initial the term of the third class (“Class III”) to expire at the 2004 annual meeting of stockholders.  At each annual meeting of the stockholders, commencing with the 2002 annual meeting ofstockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office untilhis or her successor shall have been duly elected and qualified.  The Board of Directors shall increase or decrease the number of directors in one or more classes as may be appropriate whenever it increases or decreases the number of directorsto constitute the full Board of Directors in order to ensure that the three class shall be as nearly equal in number of directors as practicable.  Directors who are elected in the interim prior to such a meeting to fill newly createddirectorships shall hold office until the next annual meeting of stockholders, until their respective successors have been elected and qualified, or until their earlier resignation or removal.  In the interim prior to a meeting of stockholdersfor the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors, may be filled only by the vote of a majority of the directors that the Corporationwould have if there were no vacancies.

                         Section3.     Resignation and Removal.  Any director may resign at any time by giving written notice of his resignation to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President orthe Secretary.  Any such resignation shall take effect at the time specified therein or, if no time is specified, immediately upon receipt; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make iteffective.  Any or all of the directors may be removed with or without cause by the stockholders at a special meeting therefor and, except as otherwise provided by statute or by the Certificate of Incorporation, may be removed for cause by theBoard of Directors.

                         Section4.     Committees.  The Board of Directors may, by resolution adopted by a majority of the directors that the Corporation would have if there were no vacancies, designate from among its members two or moredirectors to constitute committees, which, to the extent conferred by the resolutions designating such committees and except as otherwise provided by statute, shall have and may exercise the authority of the Board of Directors.  Unless theBoard of Directors shall provide otherwise, a majority of the members of any such committee may fix the time and place of its meetings and determine its action.  The Board of Directors shall have the power at any time to fill vacancies in,change the membership of, or dissolve any such committee.  Nothing herein shall be deemed to prevent the Board of Directors from appointing committees consisting in whole or in part of persons who are not directors of the Corporation, provided,however, that no such committee shall have or may exercise any authority of the Board of Directors.

                         Section 5.     Compensation ofDirectors.  The Board of Directors shall have authority to fix the compensation of directors for services to the Corporation in any capacity, including a fixed sum and reimbursement of expenses for attendance at meetings of the Board ofDirectors and committees thereof.  Nothing herein contained shall be construed to preclude any director from serving the Corporation, its subsidiaries or affiliates in any capacity and receiving compensation therefor.

**ARTICLE IV**

**MEETINGS OF THE BOARD OF DIRECTORS**

                         Section 1.     Place, Time, Call andNotice.  Meetings of the Board of Directors shall be held at such time and at such place, within or without the State of Delaware, as the Board of Directors may from time to time fix or as shall be specified in the notice of any suchmeeting, except that the first meeting of a newly elected Board of Directors for the election or appointment of officers and the transaction of other business shall be held as soon after its election as the directors may conveniently assemble and,if possible, at the place at which the annual meeting of stockholders which elected them was held.  No call or notice shall be required for regular or stated meetings for which the time and place have been fixed, and no notice shall be requiredfor any first meeting of a newly elected Board of Directors which is held immediately following an annual meeting of stockholders at the same place as such meeting.  If any day fixed for a regular or stated meeting shall be a legal holiday atthe place where the meeting is to be held, such meeting shall be held at the scheduled hour on the next business day not a legal holiday.  Special meetings may be called by or at the direction of the Chairman of the Board, if there be one, theChief Executive Officer, the President or a majority of the directors of the Corporation, and notice of the time and place thereof and of any first meeting of a newly elected Board of Directors which is not held immediately following an annualmeeting of stockholders at the same place as such meeting shall be given by the Secretary of the Corporation to each director by mail, by depositing such notice in a sealed wrapper addressed to such director in a United States post office or letterbox, with first-class postage thereon prepaid, at least five days before the day on which such meeting is to be held; or by reputable overnight courier guaranteeing next-day delivery, delivering such notice to such courier at least three days beforethe day on which such meeting is to be held; or by telegraph, telecopier, cable or wireless addressed to such director or delivered to such director personally, by telephone, or by electronic mail at least 24 hours before the time at which suchmeeting is to be held.  The notice of any meeting need not specify the purpose thereof.  Any requirement of furnishing a notice shall be waived by any director who submits a signed waiver of notice before or after the meeting or whoattends the meeting without protesting, prior thereto or at its commencement, that such meeting is not lawfully called or convened.

                         Section 2.     Quorum and Action.  Amajority of the directors that the Corporation would have if there were no vacancies shall constitute a quorum, except that when a vacancy or vacancies prevent such a majority, a majority of the directors then in office shall constitute a quorumprovided such majority shall constitute at least one-third of the directors which the Corporation would have if there were no vacancies.  A majority of the directors

present, whether or not a quorum, may adjourn a meeting to another time and place.  Notice of any such adjournment shall be given to any directors who were not presentand, unless announced at the meeting, to the other directors.  At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally scheduled.  The vote of amajority of the directors that the Corporation would have if there were no vacancies shall be the act of the Board of Directors as to all matters.

                         Section 3.     Conduct of Meetings. The Chairman of the Board, if there be one, any and if present, shall preside at all meetings.  Otherwise, the Chief Executive Officer, the President or any other director chosen by the Board of Directors shall preside.  The Secretary ofthe Corporation, if a director and present, shall act as secretary of the meeting and keep the minutes thereof.  Otherwise, a director appointed by the chairman of the meeting shall act as secretary and keep the minutes thereof.

                         Section 4.     InformalAction.  Any member or members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or any such committee, as the case may be, by means of conferencetelephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may betaken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or suchcommittee.

**ARTICLE V**

**INDEMNIFICATION**

                         Section 1.     Power to Indemnify in Actions,Suits or Proceedings Other than Those by or in the Right of the Corporation.  Subject to Section 3 of this Article V, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of theCorporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or otherenterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith andin a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe his or her conduct wasunlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faithand in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct wasunlawful.

                         Section2.     Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.  Subject to Section 3 of this Article V, the Corporation shall indemnify any person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation,or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, againstexpenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be inor not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to theextent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly andreasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. 

                         Section3.     Authorization of Indemnification.  Any indemnification under this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination thatindemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article V, as the case may be.  Such determination shall bemade (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a writtenopinion, or (iii) by the stockholders.  To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of anyclaim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

                         Section4.     Good Faith Defined.  For purposes of any determination under Section 3 of this Article V, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in ornot opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if such person’s action is based on the records or books ofaccount of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or anotherenterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or anotherenterprise.  The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at therequest of the Corporation as a director, officer, employee or agent.  The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicablestandard of conduct set forth in Section 1 or 2 of this Article V, as the case may be. 

                         Section 5.     Indemnification by aCourt.  Notwithstanding any contrary determination in the specific case under Section 3 of this Article V, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of theState of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article V.  The basis of such indemnification by a court shall be adetermination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 1 or 2 of this Article V, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article V nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seekingindemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or inpart, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. 

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

                         Section 7.     Nonexclusivityof Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by or granted pursuant to this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification oradvancement of expenses may be entitled under the Certificate of Incorporation or any ByLaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competentjurisdiction or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1and 2 of this Article V shall be made to the fullest extent permitted by law. The provisions of this Article V shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or 2 of this Article V but whom theCorporation

has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.  

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

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

**ARTICLE VI**

**OFFICERS**

                         Section 1.     Number, Election andVacancies.  The Board of Directors at its first meeting after the election of directors in each year shall elect or appoint a Chief Executive Officer, a President and a Secretary and may elect or appoint a Chairman of the Board, a Treasurerand one or more Vice Presidents.  The Board of Directors may also elect or appoint a Chief Executive Officer, a President and such Assistant Vice Presidents, Assistant Secretaries, or Assistant Treasurers, and such other officers, agents andemployees as it may deem desirable.  Any number of offices may be held by the same person.  The election or appointment of an officer shall not of itself create any contract rights.  A vacancy in any office may be filled for theunexpired term by the Board of Directors at any meeting.

                         Section 2.     Term of Office, Resignation andRemoval.  Unless otherwise prescribed by the Board of Directors, each officer of the Corporation shall hold office until the meeting of the Board Directors following the next annual meeting of stockholders, until his successor has beenelected and qualified or until his earlier resignation or removal.  Any officer may resign at any time by giving written notice of his resignation to the Board of Directors, the Chairman of the Board, if any, the Chief Executive Officer, thePresident or the Secretary.  Any such resignation shall take effect at the time specified therein or, if no time is specified, immediately upon receipt; unless otherwise specified therein, the acceptance of such resignation shall not benecessary to make it effective.  Any officer may be removed by the Board of Directors with cause or without cause. 

                         Section 3.     Security.  The Board ofDirectors may require any officer, agent or employee of the Corporation to post a bond or give other security for the faithful performance of his duties.

                         Section 4.     Chairman of the Board. The Chairman of the Board of the Corporation shall, if present, preside at each meeting of the stockholders and of the Board and shall be an ex officio  member of all committees of the Board.  He shall perform all duties incident to theoffice of Chairman of the Board and such other duties as may from time to time be assigned to him by the Board. 

                         Section5.     Chief Executive Officer.  The Chief Executive Officer shall have the general and active management of the business of the Corporation and general and active supervision and direction over the otherofficers, agents and employees and shall see that their duties are properly performed, and, in the absence or non-election of the Chairman of the Board, he shall be the Chairman of the Board.  He shall perform all duties incident to the officeof Chief Executive Officer and such other duties as may from time to time be assigned to him by the Board. 

                         Section 6.     President.  ThePresident shall be the chief operating officer of the Corporation and, in the absence or non-election of the Chief Executive Officer, he shall be the chief executive officer and, in the absence or non-election of the Chairman of the Board and theChief Executive Officer, he shall be the Chairman of the Board.  Subject to the control of the Board of Directors, the President shall direct the business and affairs of the Corporation.

                         Section 7.     Vice Presidents.  EachVice President shall have such designation as the Board of Directors may determine and such powers and duties as the Board of Directors or, subject to the control of the Board of Directors, as the Chief Executive Officer or the President may fromtime to time assign to him.

                         Section8.     Secretary.  The Secretary shall, if present, act as the secretary of and keep the minutes of all meetings and actions in writing of the stockholders and, if a director, of the Board of Directors, and shallbe responsible for the giving of notice of all meetings of the stockholders and of the Board of Directors.  He shall be custodian of the seal of the Corporation, which he shall affix to any instrument requiring it whose execution has beenauthorized, and of the corporate records (except accounting records), and shall have such other powers and duties as generally pertain to his office and as the Board of Directors or, subject to the control of the Board of Directors, as the Chairmanof the Board, if any, or the Chief Executive Officer or President may from time to time assign to him.  The Secretary shall, in the absence or non-election of the Treasurer, be the Treasurer and, subject to the control of the Board ofDirectors, shall exercise the powers given to the Treasurer in Section 8 of this Article VI.

                         Section 9.     Treasurer.  TheTreasurer, subject to the direction of the Board of Directors, shall have charge of the funds, securities, receipts and disbursements of the Corporation.  He shall keep full and accurate accounts of such receipts and disbursements, shall beresponsible for deposits in and withdrawals from the depositories of the Corporation, shall disburse the funds of the Corporation as directed by the Board of Directors or, subject to the control of the Board of Directors, the Chairman of the Board,if any, or the Chief Executive Officer or the President, shall render an account of the financial condition of the Corporation and of his transactions as Treasurer whenever requested by the Board of Directors, the Chairman of the Board, if any, orthe Chief Executive Officer or the President, and shall have such other powers and duties as generally pertain to his office and as the Board of Directors or, subject to the control of the Board of Directors, the Chairman of the Board, if any, orthe Chief Executive Officer or the President may from time to time assign to him.

                         Section 10.     Other Officers; Absence andDisability.  The other officers of the Corporation shall have such powers and duties as generally pertain to their respective offices and as the Board of Directors or, subject to the control of the Board of Directors, the Chairman of theBoard, if any, or the Chief Executive Officer or the President may from time to time assign to them.  The Assistant Vice Presidents, the Assistant Secretaries and the Assistant Treasurers, if any, shall, in the order of their respectiveseniorities, in case of the absence or disability of a Vice President, the Secretary, or the Treasurer, respectively, perform the duties of such officer and have such powers and other duties as the Board of Directors or the Chairman of the Board, ifany, or the Chief Executive Officer or the President may from time to time prescribe.  In case of the absence or disability of any officer of the Corporation and of any person herein authorized to act in his place, the Board of Directors mayfrom time to time delegate the powers and duties of such officer to any other officer or any person whom it may select.

                         Section 11.     Compensation ofOfficers.  The Board of Directors shall have authority to fix the salary and other compensation, if any, of any officer of the Corporation or to appoint a committee for such purpose.  Nothing herein contained shall be construed topreclude any officer from receiving a salary or other compensation by reason of the fact that he is also a director of the Corporation, but any such officer who is also a director shall not have any vote in the determination of the salary or othercompensation to be paid to him.

**ARTICLE VII**

**CORPORATE RECORDS; BANK ACCOUNTS**

                         Section 1.     Form of Records.  Anyrecords maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or be in the form of punch cards, magnetic tape, photographs, microphotographs or any otherinformation storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled by statuteto inspect the same.

                         Section2.     Examination of Books by Stockholders.  The books, accounts and records of the Corporation may be kept at such place or places as the Board of Directors may from time to time determine.  The Board ofDirectors shall determine whether and to what extent the books, accounts and records of the Corporation, or any of them, shall be open to the inspection of stockholders, and no stockholder shall have any right to inspect any book, account or recordof the Corporation except as provided by statute or by resolution of the Board of Directors.

                         Section 3.     Bank Accounts.  TheBoard of Directors may from time to time authorize the opening and maintenance of general and special bank accounts with such banks, trust companies or other depositories as the Board of Directors may designate or as may be designated by anyofficers of the Corporation to whom such power of designation may from time to time be delegated by the Board of Directors.  The Board of Directors may make such special rules and regulations with respect to such bank accounts, not inconsistentwith the provisions of these Bylaws, as it may deem expedient.

**ARTICLE VIII**

**SHARES OF STOCK**

                         Section 1.     CertificatesRepresenting Stock.  Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation, by the Chairman of the Board, if there be one, or by the Chief Executive Officer, the President ora Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him in the Corporation.  Any and all signatures on any such certificate maybe facsimiles.  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 isissued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

                         Whenever the Corporation shall be authorized to issue more than one class ofstock or more than one series of any class of stock, and whenever the Corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall setforth thereon the statements prescribed by the General Corporation Law of the State of Delaware.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on thecertificate representing such shares.

                         TheCorporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate,or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of anysuch new certificate.

                         Section2.     Stock Transfers.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of theCorporation shall be made only on the stock ledger of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transferagent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

                         Section3.     Record Date For Stockholders.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consentto corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or forthe purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date:(i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof shall, unless otherwise required by law, not be more than 60 nor less than ten days before the date of such meeting;(ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by theBoard of Directors; and (iii) in the case of any other action, shall not be more than 60 days prior to such other action.  If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to voteat a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;(ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed writtenconsent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on whichthe Board of Directors adopts the resolution taking such prior action, and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts theresolution relating thereto.  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 fix a newrecord date for the adjourned meeting.

                         Section4.     Transfer Agents and Registrars.  The Board of Directors may appoint one or more transfer agents and one or more registrars, whose respective duties shall be defined by the Board of Directors.  Theduties of transfer agent and registrar may be combined.  No certificate for shares of stock shall be valid unless countersigned by a transfer agent, if the Corporation has a transfer agent, or by a registrar, if the Corporation has aregistrar.  The signature of a transfer agent or a registrar may be a facsimile.

**ARTICLE IX**

**CORPORATESEAL**

                         The corporate seal, if any, shallbe in such form as the Board of Directors shall prescribe.  The corporate seal on any corporate bond or other obligation for the payment of money may be a facsimile, engraved or printed.

**ARTICLE X**

**FISCAL YEAR**

                         The fiscal year of the Corporation shall be the calendar year or such otherfiscal year as the Board of Directors may from time to time fix.

**ARTICLE XI**

**VOTING OF SHARES OF STOCK IN OTHERCORPORATIONS**

                         Shares of stock in othercorporations which are held by the Corporation shall be voted by the Chairman of the Board, the Chief Executive Officer or the President (or in their absence, Vice President) of the Corporation, or by a proxy or proxies appointed by one of them,provided, however, that the Board of Directors may in its discretion appoint some other person to vote such shares of stock.

**ARTICLE XII**

**AMENDMENT OF BYLAWS**

                         The power to repeal, alter, amend and rescind these Bylaws and to adopt newBylaws shall be vested in the Board of Directors, provided that the Board of Directors may delegate such power, in whole or in part, to the stockholders.