**Exhibit 99 (c)**AMENDED AND RESTATED BYLAWSOFDELPHI CORPORATION(Incorporated under the Laws of the State of Delaware)As Amended Through October 8, 2005
 

 
TABLE OF CONTENTS       PageARTICLE I         Offices And Records; Certain Definitions  1      Section 1.1 Delaware Office  1 Section 1.2 Other Offices  1 Section 1.3 Books and Records  1 Section 1.4 Certain Definitions  1      ARTICLE II    Action By Stockholders  2      Section 2.1 Annual Meetings  2 Section 2.2 Special Meetings  2 Section 2.3 Place of Meetings  2 Section 2.4 Notice of Meetings; Postponement or Cancellation  2 Section 2.5 Quorum and Adjournment  3 Section 2.6 Proxies  3 Section 2.7 Notice of Stockholder Nominations and Other Proposed Stockholder Action  3 Section 2.8 Procedure for Election of Directors and Other Stockholder Votes  7 Section 2.9 Vote Required for Stockholder Action  7 Section 2.10 No Stockholder Action by Written Consent  7      ARTICLE III    Board of Directors  8      Section 3.1 General Powers  8 Section 3.2 Number and Tenures of Directors  8 Section 3.3 Regular Meetings  8 Section 3.4 Special Meetings  8 Section 3.5 Notice of Meetings  9 Section 3.6 Action by Written Consent In Lieu of a Meeting  9 Section 3.7 Telephonic Participation in Meetings  9 
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       PageSection 3.8 Quorum; Vote Required for Action  9 Section 3.9 Vacancies  10 Section 3.10 Board Approval Policies  10 Section 3.11 Committees of the Board of Directors  11 Section 3.12 Removal  14 Section 3.13 Minutes of the Board and Certain Other Records  14      ARTICLE IV    Officers  14      Section 4.1 Officers  14 Section 4.2 Election and Term of Office  15 Section 4.3 Chairman of the Board; Chief Executive Officer; Vice Chairmen of the Board  15 Section 4.4 President  15 Section 4.5 Vice Presidents  16 Section 4.6 Treasurer; Assistant Treasurers  16 Section 4.7 General Counsel; Assistant General Counsel  16 Section 4.8 Secretary; Assistant Secretaries  17 Section 4.9 Agents; Employees  17 Section 4.10 Removal  17 Section 4.11 Vacancies  17      ARTICLE V    Indemnification of Directors, Officers, Executives, Managerial Employees, Employees and Agents  18      Section 5.1 Indemnification Respecting Third Party Claims  18 Section 5.2 Indemnification Respecting Derivative Claims  19 Section 5.3 Determination of Entitlement to Indemnification  20 Section 5.4 Right to Indemnification In Certain Circumstances  20 Section 5.5 Advances of Expenses  21 Section 5.6 Indemnification Not Exclusive  21 Section 5.7 Corporate Obligations; Reliance  22 Section 5.8 Accrual of Claims; Successors  22 Section 5.9 Insurance  22 Section 5.10 Definitions of Certain Terms  22 
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       PageARTICLE VI    Stock Certificates and Transfers  23  Section 6.1 Stock Certificates and Transfers  23 Section 6.2 Lost, Stolen or Destroyed Certificates  24      ARTICLE VII    Contracts, Proxies, Etc.  24      Section 7.1 Contracts  24 Section 7.2 Proxies  24      ARTICLE VIII    Miscellaneous Provisions  25      Section 8.1 Fiscal Year  25 Section 8.2 Dividends  25 Section 8.3 Seal  25 Section 8.4 Waiver of Notice  25 Section 8.5 Annual Audit  25 Section 8.6 Resignations  25      ARTICLE IX    Amendments  26 
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ARTICLE IOffices And Records; Certain Definitions     Section 1.1 Delaware Office. The principal office of the Corporation in the State of Delawareshall be located in the City of Wilmington, County of New Castle, and the name and address of itsregistered agent is The Corporation Trust Company, 1209 Orange Street in the City of Wilmington,County of New Castle.     Section 1.2 Other Offices. The Corporation may have such other offices, either within orwithout the State of Delaware, as the business of the Corporation may from time to time require andas may be authorized by the Board of Directors or the officers.     Section 1.3 Books and Records. The books and records of the Corporation may be kept outsidethe State of Delaware at such place or places as may from time to time be designated by the Boardof Directors or officers.     Section 1.4 Certain Definitions. Except where otherwise explicitly provided, all referencesherein to the “CERTIFICATE OF INCORPORATION” shall mean the certificate of incorporation of theCorporation as from time to time amended or restated and in effect (including any certificates ofdesignations (a “PREFERRED STOCK DESIGNATION”) filed under section 151(g) (or any successorprovision) of the General Corporation Law of the State of Delaware, as amended and in effect fromtime to time (the “DGCL”)), starting with the Amended and Restated Certificate of Incorporationdated January 26, 1999 in effect on the date these Bylaws become effective. In the event of anyamendment of these Bylaws that does not involve a complete restatement thereof, any referenceherein to “THE BYLAWS” or “THESE BYLAWS” or “HEREIN”, or “HEREOF” or a like reference shall referto these Bylaws as so amended.
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ARTICLE IIACTION BY STOCKHOLDERS     Section 2.1 Annual Meetings. The Annual Meeting of Stockholders of the Corporation for theelection of directors and to act on such other matters as may properly be brought before themeeting shall be held on such date and at such time as may be fixed by resolution of the Board ofDirectors, except as may otherwise be provided by law.     Section 2.2 Special Meetings. Except as otherwise required by law and subject to the rights ofthe holders of any class or series of stock having a preference over the common stock as todividends or distributions upon liquidation, special meetings of stockholders of the Corporation ofany class or series for any purpose or purposes may be called only by the Board of Directorspursuant to a resolution stating the purpose or purposes thereof approved by a majority of thetotal number of directors which the Corporation would have if there were no vacancies on the Boardof Directors (the “WHOLE BOARD”). No business other than that stated in the notice shall betransacted at any special meeting.     Section 2.3 Place of Meetings. The Board of Directors shall designate the place of meeting forany annual meeting or for any special meeting of the stockholders. If no designation is so made,the place of meeting shall be the principal office of the Corporation.     Section 2.4 Notice of Meetings; Postponement or Cancellation. Written notice of a meeting ofstockholders, stating the place, day and hour of the meeting and, in the case of a special meeting,the purpose or purposes for which the meeting is called, shall be given, either personally or bymail, by the Corporation not less than 10 calendar days nor more than 60 calendar days before thedate of the meeting to each stockholder of record entitled to vote at such meeting. If mailed, suchnotice shall be deemed to be given when deposited in the United States mail with postage thereonprepaid, addressed to the stockholder at such person’s address as it appears on the stock transferbooks of the Corporation. Such further notice shall be given as may be required by law. Only suchbusiness shall be conducted at a special meeting of stockholders of which notice shall have beengiven in accordance herewith. Any proper matter for stockholder action may be brought before anAnnual Meeting of Stockholders, provided that notice of any such matter to be brought before themeeting by any stockholder shall have been given to the Corporation as provided by Section 2.7 ofthese Bylaws. Meetings may be held without notice if all stockholders entitled to vote are present,or if notice is waived in accordance with Section 8.4 of these Bylaws by those not present or notprovided notice. Any previously scheduled meeting of the stockholders may be postponed orcancelled, and any special meeting of the stockholders called by the
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Board of Directors may be postponed or cancelled, by resolution of the Board of Directors uponpublic notice given prior to the date previously scheduled for such meeting of stockholders.     Section 2.5 Quorum and Adjournment. Except as otherwise provided by law or by the Certificateof Incorporation, the holders of a majority of the voting power of all outstanding shares of theCorporation entitled to vote generally in the election of directors (“VOTING STOCK”), representedin person or by proxy, shall constitute a quorum at a meeting of stockholders, except that, whenspecified business is to be voted on by one or more classes or series of stock voting as a class,unless otherwise provided by law or the Certificate of Incorporation, the holders of a majority ofthe voting power on such matter of the shares of all such classes or series shall constitute aquorum for the transaction of such business. Any meeting may be adjourned from time to time,whether or not there is a quorum, either (i) in the discretion of the Chairman of the meeting wherenecessary for the proper and orderly conduct of the meeting (including, without limitation, wherenecessary to tabulate any vote the tabulation of which is necessary for the continued conduct ofthe meeting) or (ii) by vote of the holders of a majority of the voting power of the shares ofstock present at the meeting. Other than an announcement at the meeting of the time and place ofthe adjourned meeting, no notice of the time and place of adjourned meetings need be given exceptas required by law. The stockholders present at a duly called meeting at which a quorum is presentmay continue to transact business until adjournment, notwithstanding the withdrawal of enoughstockholders to leave less than a quorum, provided that the vote required for the taking of anyparticular stockholder action shall nonetheless continue to be required for such action.     Section 2.6 Proxies. At all meetings of stockholders, a stockholder may vote by proxy inwriting (or in such other form as permitted by the DGCL) executed by the stockholder or by thestockholder’s duly authorized attorney-in-fact.     Section 2.7 Notice of Stockholder Nominations and Other Proposed Stockholder Action.(a) Annual Meetings of Stockholders.     (1) Nominations of persons for election as directors and the proposal of matters tobe considered and voted on by the stockholders at an Annual Meeting of Stockholders madebe made only (i) by or at the direction of the Board of Directors, or (ii) by anystockholder of the Corporation who was a stockholder of record at the time of giving thenotice required by this Section and who shall be entitled to vote at the meeting (or aduly authorized proxy therefor) and who complies with the notice procedures set forth inthis Section.
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     (2) For nominations or other proposals to be properly brought before an AnnualMeeting of Stockholders by a stockholder pursuant to paragraph (a)(1) of this Section, thestockholder must have given timely notice thereof (including the information requiredhereby) in writing to the Secretary of the Corporation and any such proposal mustotherwise be a proper matter for stockholder action. To be timely, a stockholder’s noticeshall be delivered to the Secretary at the principal executive offices of the Corporationnot later than the close of business on the 90th calendar day nor earlier than the closeof business on the 120th calendar day prior to the first anniversary of the precedingyear’s annual meeting; provided, however, that in the event that the date of the annualmeeting is more than 30 calendar days before or more than 60 calendar days after suchanniversary date, notice by the stockholder to be timely must be so delivered not earlierthan the close of business on the 120th calendar day prior to such annual meeting and notlater than the close of business on the later of the 90th calendar day prior to suchannual meeting or the 10th calendar day following the calendar day on which publicannouncement of the date of such meeting is first made by the Corporation. In no eventshall the public announcement of an adjournment of an annual meeting commence a new timeperiod for the giving of a stockholder’s notice of a nomination or proposed action asdescribed above. Such stockholder’s notice shall set forth: (a) as to each person whom thestockholder proposes to nominate for election or reelection as a director, all informationrelating to such person that is required to be disclosed in solicitations of proxies forelection of directors in an election contest, or is otherwise required, in each casepursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the“EXCHANGE ACT”), and Rule 14a-11 thereunder (or any successor provision of law), includingsuch person’s written consent to being named as a nominee and to serving as a director ifelected; (b) as to any other business that the stockholder proposes to bring before themeeting, a brief description of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interest in suchbusiness of such stockholder and of any of such stockholder’s affiliates (as definedbelow) and of any person who is the beneficial owner (as defined below), if any, of suchstock; and (c) as to the stockholder giving the notice and each beneficial owner, if any,of such stock, the name and address of such stockholder, as they appear on theCorporation’s stock ownership records, and the name and address of each beneficial ownerof such stock and the class and number of shares of capital stock the Corporation whichare owned of record or beneficially by each such person.     (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of thisSection to the contrary, in the event that the number of directors to be elected to theBoard of Directors of the Corporation at an annual meeting of stockholders is increasedand there is no public announcement by the Corporation specifying the increased size ofthe Board of Directors
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at least 100 calendar days prior to the first anniversary of the preceding year’s annualmeeting, a stockholder’s notice required by this Section shall also be considered timely,but only with respect to nominees for any new positions created by such increase, if itshall be delivered to the Secretary of the Corporation at the principal executive officesof the Corporation not later than the close of business on the 10th calendar day followingthe day on which such public announcement is first made by the Corporation.     (b) Special Meetings of Stockholders. Only such business shall be conducted at a specialmeeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’snotice of meeting under Section 2.4 of these Bylaws. Nominations of persons for election to theBoard of Directors at a special meeting of stockholders at which directors are to be electedpursuant to the Corporation’s notice of meeting may be made only (i) by or at the direction of theBoard of Directors or (ii) provided that the Board of Directors has determined that directors shallbe elected at such meeting, by any stockholder of the Corporation who is a stockholder of record atthe time of giving the notice required by this Section and who shall be entitled to vote at themeeting (or a duly authorized proxy therefor) and who complies with the notice procedures set forthin this Section. In the event the Corporation calls a special meeting of stockholders for thepurpose of electing one or more directors to the Board of Directors, for nominations to be properlybrought before the special meeting by a stockholder pursuant to this paragraph, the stockholdermust give notice thereof containing the information required in the case of a nomination to be madeby a stockholder at an annual meeting of stockholders by paragraph (a)(2) of this Section to theSecretary of the Corporation at the principal executive offices of the Corporation not earlier thanthe close of business on the 120th calendar day prior to such special meeting and not later thanthe close of business on the later of the 90th calendar day prior to such special meeting or the10th calendar day following the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board of Directors to be elected at suchmeeting. In no event shall the public announcement of an adjournment of a special meeting commencea new time period for the giving of a stockholder’s notice of a nomination as described above.
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     (c) General.     (1) Only such persons who are nominated in accordance with the procedures set forthin this Section shall be eligible to serve as directors and only such business shall beconducted at a meeting of stockholders as shall have been brought before the meeting inaccordance with the procedures set forth in this Section. Except as otherwise provided bylaw, the Certificate of Incorporation or these Bylaws, the Chairman of the meeting shallhave the power and duty to determine whether a nomination or any business proposed to bebrought before the meeting was made or proposed, as the case may be, in accordance withthe procedures set forth in this Section and, if any proposed nomination or business isnot in compliance with this Section, to declare that such defective proposal or nominationshall be disregarded.     (2) For purposes of this Section, “AFFILIATE” in respect of a person shall meananother person who controls, is controlled by or is under common control with such personand the term “BENEFICIALLY OWNS” (and variations thereof) shall have the same meaning aswhen used in Section 13(d) of the Exchange Act and Regulation 13D-G thereunder (or anysuccessor provision of law). For purposes of this Section, “PUBLIC ANNOUNCEMENT” shallmean disclosure in a press release reported by the Dow Jones News Service, AssociatedPress or comparable national news service or in a document publicly filed by theCorporation with the Securities and Exchange Commission pursuant to Section 13, 14 or15(d) of the Exchange Act.     (3) Notwithstanding the foregoing provisions of this Section, (i) a stockholder shallalso be required to comply with all applicable requirements of the Exchange Act and therules and regulations thereunder with respect to the matters set forth in this Section andnothing contained herein shall constitute a waiver by the Corporation or any stockholderof compliance therewith and (ii) nothing in this Section shall be deemed to affect anyrights (A) of stockholders to request inclusion of proposals in the Corporation’s proxystatement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision oflaw) or (B) of the holders of any series of preferred stock to elect directors inaccordance with the provision of an applicable Preferred Stock Designation.     (4) Notwithstanding the foregoing provisions of this Section, any common stockholderwho, together with its affiliates, owns shares of common stock entitled to exercise amajority of the voting power which all outstanding shares of Voting Stock are entitled toexercise in the election of directors may nominate one or more individuals for election asdirectors by giving to the Secretary of the Corporation in writing notice only of the nameand business or
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residence address of its nominee or nominees, including each such individual’s writtenconsent to being named as a nominee and to serving as a director if elected, not laterthan five days before the day on which the meeting for the election of directors isscheduled to be held.     Section 2.8 Procedure for Election of Directors and Other Stockholder Votes. Election ofdirectors at all meetings of the stockholders at which directors are to be elected shall be byballot only if required by the Chairman of the meeting. The Board of Directors by resolution shallappoint, or shall authorize an officer of the Corporation to appoint, one or more inspectors ofelection with respect to all votes at any annual or special meeting of stockholders, whichinspector or inspectors may include individuals who serve the Corporation in other capacities,including, without limitation, as officers, employees, agents or representatives. One or morepersons may be designated as alternate inspector(s) to replace any inspector who fails to act. Ifno inspector or alternate has been appointed to act or is able to act at a meeting of stockholders,the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Eachinspector, before discharging such person’s duties, shall take and sign an oath faithfully toexecute the duties of inspector with strict impartiality and according to the best of such person’sability. The inspector(s) shall collect any ballots and tabulate all votes and make a reportthereon and shall have the other duties prescribed by law. The Chairman of the meeting shall fixand announce at the meeting the time of the opening and the closing of the polls for each matterupon which the stockholders will vote at the meeting, provided, however, that procedural mattersmay be voted on by voice vote or other means, without a tabulation of votes.     Section 2.9 Vote Required for Stockholder Action. Subject to the rights(if any) of the holdersof any series of preferred stock to elect directors from time to time as provided by theCertificate of Incorporation, a plurality of the votes cast in favor of a nominee at the meetingshall be required for, and sufficient to, elect a director. Except as otherwise provided by law,the Certificate of Incorporation or these Bylaws (including with respect to removal of directors),in all matters other than the election or removal of directors, the affirmative vote of a majorityof the voting power of the shares present in person or represented by proxy at a meeting andentitled to vote on a matter presented to the meeting and voting in favor of or against the matterpresented shall be required for, and sufficient to constitute, the act of the stockholders on suchmatter.     Section 2.10 No Stockholder Action by Written Consent. Except as otherwise provided pursuantto provisions of the Certificate of Incorporation fixing the powers, privileges or rights of anyseries of preferred stock in respect of action by written consent of the holders of such series ofpreferred stock, any action required or permitted to be taken by the stockholders of theCorporation must be effected at a duly called annual or special meeting of such holders and may notbe effected by any consent in writing by such holders.
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ARTICLE IIIBOARD OF DIRECTORS     Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by orunder the direction of the Board of Directors. In addition to the powers and authorities by theseBylaws expressly conferred upon them, the Board of Directors may exercise all such powers of theCorporation and do all such lawful acts and things as are not by statute or by the Certificate ofIncorporation or by these Bylaws required to be exercised or done by the stockholders.     Section 3.2 Number and Tenures of Directors. Except as otherwise fixed by or pursuant toprovisions of the Certificate of Incorporation relating to the rights of the holders of any classof preferred stock or series thereof with respect to the election of additional directors underspecified circumstances, the number of the directors of the Corporation shall be fixed from time totime exclusively pursuant to a resolution adopted by a majority of the Whole Board (but shall notbe less than three); provided, however, that no reduction in the number of directors shall reducethe term of office of any director then in office. The directors, other than those who may beelected by the holders of any class of preferred stock or any series thereof, shall be classifiedby the Board of Directors with respect to the time for which they severally hold office, into threeclasses, as nearly equal in number as possible, one class to be originally elected for a termexpiring at the annual meeting of stockholders to be held in 2000, another class to be originallyelected for a term expiring at the annual meeting of stockholders to be held in 2001, and anotherclass to be originally elected for a term expiring at the annual meeting of stockholders to be heldin 2002, with a director of each class to hold office until his or her successor is duly electedand qualified (such classification to be effective upon the date shares of common stock of theCorporation are first publicly held). At each succeeding annual meeting of stockholders, directorselected to succeed those directors whose terms then expire shall be elected for a term of office toexpire at the third succeeding annual meeting of stockholders after their election (and until suchperson’s successor shall have been duly elected and qualified).     Section 3.3 Regular Meetings. The Board of Directors may, by resolution, provide the time andplace for the holding of regular meetings without other notice than such resolution.     Section 3.4 Special Meetings. Special meetings of the Board of Directors may be called by theChairman of the Board, any Vice Chairman of the Board (if any), the President or any threedirectors then in office. The person or persons authorized to call a special meeting of the Boardof Directors may fix the
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place, date and time of the meeting. Upon request by the person or persons authorized to call aspecial meeting, the Secretary shall give any requisite notice for the meeting.     Section 3.5 Notice of Meetings. Notice of any special meeting of directors shall be given toeach director in a writing addressed to such person’s business address or principal residence (asthe Secretary has most recently been advised of) and sent by hand delivery, first-class orovernight mail or courier service, telegram or facsimile transmission, or given to the directororally. If mailed by first-class mail, such notice shall be deemed adequately delivered whendeposited in the United States mails so addressed, with postage thereon prepaid, at least 5calendar days before such meeting. If by telegram, overnight mail or courier service, such noticeshall be deemed adequately delivered when the telegram is delivered to the telegraph company or thenotice is delivered to the overnight mail or courier service company at least 24 hours before suchmeeting. If by facsimile transmission, such notice shall be deemed adequately delivered when thenotice is transmitted at least 12 hours before such meeting. If given orally (by telephone or inperson) or by hand delivery, the notice shall be given at least 12 hours prior to the time set forthe meeting. Neither the business to be transacted at, nor the purpose of, any regular or specialmeeting of the Board of Directors need be specified in the notice of such meeting. A meeting may beheld at any time without notice if all the directors then in office are present or if all directorsthen in office waive in writing notice of the meeting either before or after such meeting.     Section 3.6 Action by Written Consent In Lieu of a Meeting. Any action required or permittedto be taken at any meeting of the Board of Directors or of any committee thereof may be takenwithout a meeting if all members of the Board or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedings of the Board orcommittee.     Section 3.7 Telephonic Participation in Meetings. Members of the Board of Directors or anycommittee thereof may participate in a meeting of the Board of Directors or such committee by meansof conference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and such participation in a meeting shallconstitute presence in person at such meeting; provided, however, that provision of such means fortelephonic participation shall be in the discretion of the Board of Directors.     Section 3.8 Quorum; Vote Required for Action. Subject to Section 3.9 of these Bylaws, a quorumfor the transaction of business by the Board of Directors at a meeting thereof shall be a majorityof the Whole Board, but, if at any meeting of the Board of Directors there shall be less than aquorum present, a majority of the directors present may adjourn the meeting from time to timewithout notice to all the directors not present of the time and place of the adjourned meeting;provided, however, that no adjourned meeting shall continue past the date for which the next noticeof meeting is given or the next
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regular meeting is scheduled. Except as otherwise provided in the Certificate of Incorporation orthese Bylaws (including, without limitation, Section 3.10 of these Bylaws), the affirmative vote ofthe majority of the directors present at a meeting at which a quorum is present when the meeting isconvened shall be the act of the Board of Directors. The directors present at a duly convenedmeeting may continue to transact business until adjournment, notwithstanding the withdrawal fromthe meeting of enough directors to leave less than a quorum, provided that the votes required forthe taking of any particular action shall nonetheless continue to be required for such action to betaken.     Section 3.9 Vacancies. Except as otherwise provided for or fixed by or pursuant to provisionsof the Certificate of Incorporation relating to the rights of the holders of any class or preferredstock or series thereof with respect to the election of additional directors under specifiedcircumstances, newly created directorships resulting from any increase in the number of directorsand any vacancies on the Board of Directors resulting for any reason shall be filled by theaffirmative vote of a majority of the remaining directors then in office, even though less than aquorum of the Board of Directors. Any director elected in accordance with the preceding sentenceshall hold office for the remainder of the full term of the class of directors in which the newdirectorship was created or the vacancy occurred and until such director’s successor shall havebeen duly elected and qualified. No decrease in the number of directors constituting the Board ofDirectors shall shorten the term of any incumbent director.     Section 3.10 Board Approval Policies. The Board of Directors by resolution adopted by theaffirmative vote of a majority of the Whole Board shall establish such policies for the Corporationwith respect to the categories of matters which shall require the approval of the Board ofDirectors or a committee thereof prior to the Corporation taking action to put such a matter intoeffect, as the Board of Directors shall from time to time consider appropriate for the exercise ofeffective oversight of the Corporation’s business and affairs by the Board of Directors. Any suchresolution or resolutions may provide that the approval by the Board of Directors required for aparticular category of matter shall require the affirmative vote of a number of directors greaterthan that which would otherwise be required by Section 3.8 of these Bylaws (but not greater than80% of the Whole Board) and any such greater vote requirement established by such resolutionrequiring the affirmative vote of a number of directors greater than that which would otherwise berequired by Section 3.8 of these Bylaws shall have the same force and effect as if set forth inthese Bylaws; provided, however, that such resolution shall have been adopted by the likeaffirmative vote of the Board of Directors as that required by such resolution for such approval ofthe Board of Directors; and provided further that any such resolution that has been adopted by theBoard of Directors may be rescinded or amended only by the affirmative vote of a majority of theWhole Board.
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     Section 3.11 Committees of the Board of Directors.     (a) Designation of Committees. The Board of Directors may by resolution designate one or morecommittees in addition to the standing committees of the Board of Directors hereinafter providedfor, consisting of one or more directors of the Corporation, which, to the extent authorized in anyresolution of the Board of Directors or these Bylaws and permissible under the laws of the State ofDelaware and the Certificate of Incorporation, shall have and may exercise any or all the powersand authority of the Board of Directors in the management of the business and affairs of theCorporation. The Board of Directors by resolution shall have power at any time to fill vacanciesin, to change the membership of or to dissolve any such committee. Any committee of the Board ofDirectors may authorize the seal of the Corporation to be affixed to any papers which may requireit pertaining to matters within the committee’s authority.     (b) Alternate Members of Committee. The Board of Directors may designate one or more directorsas alternate members of any committee (by the same vote required to elect a regular member of thecommittee), who may replace any absent or disqualified member at any meeting of the committee. Thepresence of such an alternate at a meeting of the committee shall count towards the quorum for suchmeeting and the vote or consent of such an alternate shall have the same force and effect as thatof a regular member of the committee.     (c) Committee Procedures; Quorum; Vote Required For Action. A majority of any committee maydetermine its procedures for conduct of business and fix the time and place of its meetings, unlessthe Board of Directors shall by resolution otherwise provide. Notice of such meetings shall begiven to each member of the committee in the same manner as provided for meetings of the Board ofDirectors by Section 3.5 of these Bylaws. Each committee shall keep written minutes of itsproceedings and shall report such proceedings to the Board of Directors when required. Except asotherwise provided by resolution of the Board of Directors, a quorum for the transaction ofbusiness by a committee at a meeting thereof shall be a majority of the members and the affirmativevote of a majority of the members present at a meeting at which a quorum is present shall be theact of the committee.     (d) Committees of the Corporation. Nothing herein shall be deemed to prevent the Board ofDirectors from appointing one or more committees consisting in whole or in part of one or moreofficers, employees or persons who are not directors of the Corporation to conduct any part of thebusiness or affairs of the Corporation; provided, however, that no such committee shall have or mayexercise any authority of the Board of Directors.
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     (e) Standing Committees. The following committees shall be standing committees of the Board ofDirectors: the Executive Committee, the Audit Committee, the Compensation and Executive DevelopmentCommittee, and the Corporate Governance and Public Issues Committee. The members and chairmen ofeach standing committee of the Board of Directors shall be elected annually by the Board ofDirectors at its first meeting after each Annual Meeting of Stockholders or at any other time asthe Board of Directors shall determine, but each such committee shall have at least three members.No officer or employee of the Corporation or any subsidiary of the Corporation shall be a member ofthe Audit Committee or the Corporate Governance and Public Issues Committee. No officer or employeeof the Corporation or any subsidiary of the Corporation shall be a member of the Compensation andExecutive Development Committee.     (f) Executive Committee. The Executive Committee shall have and may exercise, between meetingsof the Board of Directors, all of the powers and authority which the Board of Directors mayexercise in the direction and management of the business and affairs of the Corporation, except asprohibited by the DGCL or the Certificate of Incorporation and except to the extent anothercommittee shall have been accorded authority over the matter. The executive committee shall alsohave responsibility, and may exercise such powers and authority as may be necessary, to oversee themanagement of the investment funds of the Corporation and its subsidiaries and to serve as namedfiduciary of all benefit plans of the Corporation and its subsidiaries covered by the EmployeeRetirement Income Security Act of 1974, as from time to time amended (“ERISA”), except to theextent that a different person, committee or entity is so designated by the documents governingsuch plans as approved by the Executive Committee or the Board of Directors.     (g) Audit Committee. The Audit Committee shall have responsibility, and may exercise suchpowers and authority as may be necessary, to select, and to establish the scope of, and oversee theannual audit to be conducted by, the independent auditors for the Corporation and its consolidatedsubsidiaries, such selection for the ensuing calendar year to be made annually in advance of theannual meeting of stockholders. Such selection may be submitted to the stockholders forratification or rejection at such meeting. The Audit Committee shall have such otherresponsibilities, and such powers and authority, as are normally incident to the functions of anaudit committee or as may be determined by the Board of Directors. The members of the AuditCommittee shall not be eligible to participate in any incentive compensation plan for employees ofthe Corporation or any of its subsidiaries.     (h) Compensation and Executive Development Committee.     (1) The Compensation and Executive Development Committee shall determine thecompensation of: (a) employees of the Corporation who are directors of the Corporation and(b)
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after receiving and considering the recommendation of the Chief Executive Officer and thePresident of the Corporation, all officers of the Corporation or any other employee of theCorporation or any of its direct or indirect subsidiaries who occupy such other positionsas may be designated by the committee from time to time.     (2) Where any employee benefit or incentive compensation plan affects employees ofthe Corporation or its subsidiaries whose compensation is to be determined or is subjectto review by the Compensation and Executive Development Committee, such plan shall firstbe submitted to the committee for its review. Any such plan or amendment or modificationshall be made effective with respect to such employees only if and to the extent approvedby the committee. The committee also shall have and may exercise the powers and authoritygranted to it by any incentive compensation plan for employees of the Corporation or anyof its subsidiaries.     (3) The Compensation and Executive Development Committee shall have such powers andauthority as necessary to carry out the foregoing responsibilities and shall have suchother responsibilities, and such other powers and authority, as may be determined by theBoard of Directors.(i) Corporate Governance and Public Issues Committee.     (1) The Corporate Governance and Public Issues Committee shall be responsible formatters relating to the governance of the Corporation, except as otherwise explicitlyallocated by these Bylaws to the Executive Committee (with respect to investment funds),the Audit Committee or the Compensation and Executive Development Committee. The committeealso shall, upon its own initiative or otherwise, inquire as it considers appropriate intoall phases of the Corporation’s business activities that relate to matters of publicpolicy. The committee may make recommendations to the Board of Directors to assist it inthe formulation and adoption of basic policies calculated to promote the best interests ofthe Corporation and the communities in which it operates.     (2) The Corporate Governance and Public Issues Committee shall also be responsiblefor matters relating to service on the Board of Directors, subject to any policies adoptedby the Board of Directors. The committee from time to time shall conduct studies of thesize and composition of the Board of Directors. Prior to each annual meeting ofstockholders, the committee shall recommend to the Board of Directors the individuals toconstitute the nominees of the Board of Directors, for whose election the Board ofDirectors will solicit proxies. The committee shall review the qualifications ofindividuals for consideration as director candidates
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and shall recommend to the Board of Directors, for its consideration, the names ofindividuals for election by the Board of Directors. In addition, the committee shall fromtime to time conduct studies and make recommendations to the Board of Directors regardingcompensation of directors.     (3) The Corporate Governance and Public Issues Committee shall have such powers andauthority as necessary to carry out the foregoing responsibilities and shall have suchother responsibilities, and such other powers and authority, as may be determined by theBoard of Directors.     Section 3.12 Removal. Subject to the rights of any class of preferred stock or series thereofto elect and remove additional directors under specified circumstances any director may be removedfrom office only for cause by the affirmative vote of the holders of at least a majority of thevoting power of all Voting Stock then outstanding, voting together as a single class.     Section 3.13 Minutes of the Board and Certain Other Records. The Board of Directors shallcause to be kept a record containing the minutes of the proceedings of the meetings of the Boardand its committees, and of any actions thereof not taken at a meeting, and of the meetings of thestockholders and of any actions thereof not taken at a meeting, and appropriate stock transferbooks and registers and such other books of records and accounts as may be necessary for the properconduct of the business of the Corporation.ARTICLE IVOFFICERS     Section 4.1 Officers. The Board of Directors shall elect, as officers of the Corporation, aChairman of the Board of Directors, a President, a Treasurer, a General Counsel, a Secretary, andsuch other officers (including, without limitation, one or more Vice Chairmen, a Controller, andsuch Vice Presidents, Senior Vice Presidents and Executive Vice Presidents) as the Board ofDirectors from time to time shall determine to be appropriate for the conduct of the Governance andaffairs of the Corporation. The Chairman of the Board shall be chosen from among the directors. Allofficers elected by the Board of Directors shall each have such powers and duties as are providedby these Bylaws and determined by the Board of Directors or a committee thereof and, subjectthereto, as customarily pertain to their respective offices. The Board or any committee thereof mayfrom time to time also elect, or the Chairman of the Board, as chief executive officer of theCorporation, or the President may appoint, such subordinate officers (including one or moreAssistant Vice Presidents, Assistant General Counsel, Assistant
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Controllers, Assistant Secretaries and Assistant Treasurers), as the Board or such officer shalldetermine to be appropriate for the conduct of the business and affairs of the Corporation,provided that the Board of Directors shall be notified of the appointment by the Chairman of theBoard or President of any such subordinate officer. Such subordinate officers shall have suchduties and shall hold their offices for such terms as shall be prescribed by the Board or acommittee thereof or, if appointed thereby, by the Chairman of the Board or President, as the casemay be. Two or more offices may be held by one individual. The Board of Directors shall designate,from among the officers, a chief financial officer and a chief accounting officer.     Section 4.2 Election and Term of Office. The elected officers of the Corporation shall beelected annually by the Board of Directors at the regular meeting of the Board of Directors heldafter the annual meeting of the stockholders. If the election of officers shall not be held at suchmeeting, such election shall be held as soon thereafter as convenient. Each officer shall holdoffice until such person’s successor shall have been duly elected and shall have qualified or untilsuch person’s death or incapacity or until he shall resign or be removed pursuant to Section 4.10of these Bylaws.     Section 4.3 Chairman of the Board; Chief Executive Officer; Vice Chairmen of the Board. TheChairman of the Board shall (if present) preside at all meetings of the stockholders and of theBoard of Directors. The Chairman of the Board shall be the chief executive officer of theCorporation. As the Corporation’s chief executive, the Chairman of the Board shall be responsiblefor the general supervision of the management and the policies and affairs of the Corporation andshall perform the duties, and have the powers and authority, customarily incidental to such officeand all such other duties, powers and authority as are determined by the Board of Directors. Aschief executive of the Corporation, he or she shall be responsible to keep the Board of Directorsreasonably informed about the business and affairs of the Corporation, and shall see that allorders and resolutions of the Board of Directors and of any committee thereof are carried intoeffect. The Chairman of the Board may also serve as President, if so elected by the Board. Thedirectors also may elect one or more Vice-Chairmen to act in the place of the Chairman upon his orher absence or inability to act and to have such other responsibilities, and powers and authority,as may be determined by the Board of Directors.     Section 4.4 President. The President shall act in a general executive capacity and shallassist the Chairman of the Board in the general supervision of the management and the policies andaffairs of the Corporation and shall supervise the day-to-day operations of the Corporation. ThePresident, if he or she is also a director, shall, in the absence of or because of the inability toact of the Chairman of the Board, perform all duties of the Chairman of the Board and preside atall meetings of stockholders and of the Board of Directors.
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     Section 4.5 Vice Presidents. The Board of Directors may elect such Executive Vice Presidents,Senior Vice Presidents and Vice Presidents, with such powers, authority and duties, as the Board ofDirectors shall determine to be appropriate for the conduct of the business and affairs of theCorporation. The Vice Presidents shall have such power and duties and shall be subject to suchdirections, as may be provided from time to time by the Board of Directors, any committee thereof,the Chairman of the Board or the President. Assistant Vice Presidents shall have such of thepowers, authority and duties of the Vice Presidents they assist as may be assigned by the Board ofDirectors, a committee thereof, the Chairman of the Board as chief executive officer, the Presidentor such Vice President and during the absence or the disability of such Vice President, mayexercise such of his or her powers and authority and perform such of his or her duties as may beappropriate to the conduct of the business and affairs of the Corporation.     Section 4.6 Treasurer; Assistant Treasurers. The Treasurer shall exercise general supervisionover the receipt, custody and disbursement of the funds, including cash-equivalent securities, ofthe Corporation. The Treasurer shall cause the funds of the Corporation to be deposited in suchbanks, other depository institutions and brokerage firms as may be authorized by the Board ofDirectors or designated in such manner as may be provided by resolution of the Board of Directors.The Treasurer shall have such further powers and duties, and shall be subject to such directions,as may be provided from time to time by the Board of Directors, any committee thereof, the Chairmanof the Board or the President. Assistant Treasurers shall have such of the powers, authority andduties of the Treasurer as may be assigned by the Board of Directors, a committee thereof, theChairman of the Board as chief executive officer, the President or the Treasurer and, during theabsence or the disability of the Treasurer, may exercise such of his or her powers and authorityand perform such of his or her duties as may be appropriate for the conduct of the business andaffairs of the Corporation.     Section 4.7 General Counsel; Assistant General Counsel. The General Counsel shall be the chieflegal officer of the Corporation, shall exercise general supervision of the Corporation’s legalaffairs and may represent, or designate counsel to represent, the Corporation before any court,regulatory or investigative body or arbitral or other tribunal. The General Counsel shall have suchother powers and duties, and shall be subject to such directions, as may be provided from time totime by the Board of Directors, any committee thereof, the Chairman of the Board or the President.Assistant General Counsels shall have such of the powers, authority and duties of the GeneralCounsel as may be assigned by the Board of Directors, a committee thereof, the Chairman of theBoard as chief executive officer, the President or the General Counsel and, during the absence ordisability of the General Counsel, may exercise such of his or her powers and authority and performsuch of his or her duties as may be appropriate for the conduct of the business and affairs of theCorporation.
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     Section 4.8 Secretary; Assistant Secretaries. The Secretary shall keep or cause to be keptminutes of all meetings of the Board, the committees of the Board and the stockholders; shall seethat all notices of meetings thereof or actions taken thereby are duly given in accordance with theprovisions of these Bylaws and as required by law; shall be custodian of the seal of theCorporation and may cause it to be affixed to all stock certificates of the Corporation (unless theseal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and toall other documents to be executed on behalf of the Corporation under its seal; shall certify orattest to actions of the Board of Directors, the committees thereof, or the stockholders orofficers of the Corporation and shall see that all such certificates and other documents requiredby law to be kept and filed are properly kept and filed; and, in general, shall perform all theduties customarily incident to the office of secretary of a Corporation. The Secretary shall havesuch other powers and duties, and shall be subject to such directions, as may be provided from timeto time by the Board, a committee thereof the Chairman of the Board as chief executive officer, thePresident or, as to legal matters, the General Counsel. Assistant Secretaries shall have such ofthe powers, authority and the duties of the Secretary as may be assigned by the Board of Directors,a committee thereof, the Chairman of the Board as chief executive officer, the President or theSecretary and during the absence or disability of the Secretary, may exercise such of his or herpowers and authority and perform such of his or her duties as may be appropriate for the conduct ofthe business and affairs of the Corporation.     Section 4.9 Agents; Employees. The Board of Directors, a committee thereof and each officer ofthe Corporation may appoint such employees or other agents to perform any of its responsibilitiesand to exercise any of its powers as may be permitted by law.     Section 4.10 Removal. Any officer elected, or agent appointed, by the Board of Directors or acommittee thereof and any subordinate officer or employee or agent appointed by the Board ofDirectors, a committee thereof, the Chairman of the Board as chief executive officer or thePresident may be removed by the Board of Directors, a committee or the officer who appointed suchsubordinate officer, employee or agent whenever, in the judgment thereof, the best interests of theCorporation would be served thereby. No officer shall have any rights against the Corporation forcompensation by virtue of such election beyond the date of the election of such person’s successor,such person’s death, such person’s resignation or such person’s removal, whichever event shallfirst occur, except as otherwise provided in an employment or other contract or under an employeebenefit plan.     Section 4.11 Vacancies. A newly created office and any vacancy in any elected office arisingfor any reason may be filled by the Board of Directors or a committee thereof. Any vacancy in asubordinate office appointed by the Chairman of the Board or the President arising for any reasonmay be filled by the Chairman of the Board or the President.
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ARTICLE VINDEMNIFICATION OF DIRECTORS, OFFICERS, EXECUTIVES,