**Exhibit 3.2**(Note:This Exhibit 3.2 is being filed to reflect the correction andclarification of a typographical error in Article IX of the Bylaws aspreviously filed.)ORIGEN FINANCIAL, INC.BY-LAWSARTICLE I – STOCKHOLDERS     Section 1. Annual Meeting.     (1) An annual meeting of the stockholders, for the election of directors to succeed thosewhose terms expire and for the transaction of such other business as may properly come before themeeting, shall be held at such place, on such date, and at such time as the Board of Directorsshall each year fix, which date shall be within thirteen (13) months of the last annual meeting ofstockholders.     Section 2. Special Meetings.     (1) Special meetings of the stockholders, other than those required by statute, may be calledat any time by the Board of Directors acting pursuant to a resolution adopted by a majority of theWhole Board. For purposes of these By-Laws, the term “Whole Board” shall mean the total number ofauthorized directors whether or not there exist any vacancies in previously authorizeddirectorships. Special meetings of stockholders shall also be called by the secretary upon thewritten request of the holders of shares entitled to cast not less than ten percent (10%) of allthe votes entitled to be cast at such meeting. Such request shall state the purpose of suchmeeting and the matters proposed to be acted on at such meeting. The secretary shall inform suchstockholders of the reasonably estimated cost of preparing and mailing notice of the meeting and,upon payment to the Corporation of such costs, the secretary shall give notice to each stockholderentitled to notice of the meeting. Unless requested by the stockholders entitled to cast amajority of all the votes entitled to be cast at such meeting, a special meeting need not be calledto consider any matter which is substantially the same as a matter voted on at any special meetingof the stockholders held during the preceding twelve (12) months. The Board of Directors maypostpone or reschedule any previously scheduled special meeting.     Section 3. Notice of Meetings.     Notice of the place, if any, date, and time of all meetings of the stockholders, and the meansof remote communications, if any, by which stockholders and proxyholders may be deemed to bepresent in person and vote at such meeting, shall be given, not less than ten (10) nor more thansixty (60) days before the date on which the meeting is to be held, to each stockholder entitled tovote at such meeting, except as otherwise provided herein or required by law (meaning, here andhereinafter, as required from time to time by the Delaware General Corporation Law or theCertificate of Incorporation of the Corporation).
 

 
     When a meeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place, if any, thereof, and the means of remote communications,if any, by which stockholders and proxyholders may be deemed to be present in person and vote atsuch adjourned meeting are announced at the meeting at which the adjournment is taken; provided,however, that if the date of any adjourned meeting is more than thirty (30) days after the date forwhich the meeting was originally noticed, or if a new record date is fixed for the adjournedmeeting, notice of the place, if any, date, and time of the adjourned meeting and the means ofremote communications, if any, by which stockholders and proxyholders may be deemed to be presentin person and vote at such adjourned meeting, shall be given in conformity herewith. At anyadjourned meeting, any business may be transacted which might have been transacted at the originalmeeting.     Section 4. Quorum.     At any meeting of the stockholders, the holders of a majority of all of the shares of thestock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum forall purposes, unless or except to the extent that the presence of a larger number may be requiredby law. Where a separate vote by a class or classes or series is required, a majority of theshares of such class or classes or series present in person or represented by proxy shallconstitute a quorum entitled to take action with respect to that vote on that matter.     If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn themeeting to another place, if any, date, or time.     Section 5. Organization.     Such person as the Board of Directors may have designated or, in the absence of such a person,the Chairman of the Board or, in his or her absence, the President of the Corporation or, in his orher absence, such person as may be chosen by the holders of a majority of the shares entitled tovote who are present, in person or by proxy, shall call to order any meeting of the stockholdersand act as chairman of the meeting. In the absence of the Secretary of the Corporation, thesecretary of the meeting shall be such person as the chairman of the meeting appoints.     Section 6. Conduct of Business.     The chairman of any meeting of stockholders shall determine the order of business and theprocedure at the meeting, including such regulation of the manner of voting and the conduct ofdiscussion as seem to him or her in order. The chairman shall have the power to adjourn themeeting to another place, if any, date and time. The date and time of the opening and closing ofthe polls for each matter upon which the stockholders will vote at the meeting shall be announcedat the meeting.     Section 7. Proxies and Voting.     At any meeting of the stockholders, every stockholder entitled to vote may vote in person orby proxy authorized by an instrument in writing or by a transmission permitted by law filed inaccordance with the procedure established for the meeting. Any copy, facsimile
- 2 -

 
telecommunication or other reliable reproduction of the writing or transmission created pursuant tothis paragraph may be substituted or used in lieu of the original writing or transmission for anyand all purposes for which the original writing or transmission could be used, provided that suchcopy, facsimile telecommunication or other reproduction shall be a complete reproduction of theentire original writing or transmission.     The Corporation may, and to the extent required by law, shall, in advance of any meeting ofstockholders, appoint one or more inspectors to act at the meeting and make a written reportthereof. The Corporation may designate one or more alternate inspectors to replace any inspectorwho fails to act. If no inspector or alternate is able to act at a meeting of stockholders, theperson presiding at the meeting may, and to the extent required by law, shall, appoint one or moreinspectors to act at the meeting. Each inspector, before entering upon the discharge of his or herduties, shall take and sign an oath faithfully to execute the duties of inspector with strictimpartiality and according to the best of his or her ability. Every vote taken by ballots shall becounted by a duly appointed inspector or inspectors.     All elections shall be determined by a plurality of the votes cast, and except as otherwiserequired by law, all other matters shall be determined by a majority of the votes castaffirmatively or negatively.     Section 8. Stock List.     A complete list of stockholders entitled to vote at any meeting of stockholders, arranged inalphabetical order for each class of stock and showing the address of each such stockholder and thenumber of shares registered in his or her name, shall be open to the examination of any suchstockholder for a period of at least 10 days prior to the meeting in the manner provided by law.     The stock list shall also be open to the examination of any stockholder during the whole timeof the meeting as provided by law. This list shall presumptively determine the identity of thestockholders entitled to vote at the meeting and the number of shares held by each of them.ARTICLE II – BOARD OF DIRECTORS     Section 1. Number, Election and Term of Directors.     Subject to the rights of the holders of any series of preferred stock to elect directors underspecified circumstances, the number of directors shall be fixed from time to time exclusively bythe Board of Directors pursuant to a resolution adopted by a majority of the Whole Board.     Section 2. Newly Created Directorships and Vacancies.     Subject to the rights of the holders of any series of preferred stock then outstanding, newlycreated directorships resulting from any increase in the authorized number of directors or anyvacancies in the Board of Directors resulting from death, resignation, retirement,disqualification, removal from office or other cause shall, unless otherwise required by law or byresolution of the Board of Directors, be filled only by a majority vote of the directors then inoffice, though less than
- 3 -

 
a quorum (and not by stockholders), and directors so chosen shall serve for a term expiring at theannual meeting of stockholders or until such director’s successor shall have been duly elected andqualified. No decrease in the number of authorized directors shall shorten the term of anyincumbent director.     Section 3. Regular Meetings.     Regular meetings of the Board of Directors shall be held at such place or places, on such dateor dates, and at such time or times as shall have been established by the Board of Directors andpublicized among all directors. A notice of each regular meeting shall not be required.     Section 4. Special Meetings.     Special meetings of the Board of Directors may be called by the Chairman of the Board, thePresident or by a majority of the Whole Board and shall be held at such place, on such date, and atsuch time as they or he or she shall fix. Notice of the place, date, and time of each such specialmeeting shall be given to each director by whom it is not waived by mailing written notice not lessthan five (5) days before the meeting or by telephone or by telegraphing or telexing or byfacsimile or electronic transmission of the same not less than twenty-four (24) hours before themeeting. Unless otherwise indicated in the notice thereof, any and all business may be transactedat a special meeting.     Section 5. Quorum.     At any meeting of the Board of Directors, a majority of the total number of the Whole Boardshall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, amajority of those present may adjourn the meeting to another place, date, or time, without furthernotice or waiver thereof.     Section 6. Participation in Meetings By ConferenceTelephone.     Members of the Board of Directors, or of any committee thereof, may participate in a meetingof such Board of Directors or committee by means of conference telephone or other communicationsequipment by means of which all persons participating in the meeting can hear each other and suchparticipation shall constitute presence in person at such meeting.     Section 7. Conduct of Business.     At any meeting of the Board of Directors, business shall be transacted in such order andmanner as the Board of Directors may from time to time determine, and all matters shall bedetermined by the vote of a majority of the directors present, except as otherwise provided hereinor required by law. Action may be taken by the Board of Directors without a meeting if all membersthereof consent thereto in writing or by electronic transmission, and the writing or writings orelectronic transmission or transmissions are filed with the minutes of proceedings of the Board ofDirectors. Such filing shall be in paper form if the minutes are maintained in paper form andshall be in electronic form if the minutes are maintained in electronic form.
- 4 -

 
     Section 8. Compensation of Directors.     Unless otherwise restricted by the certificate of incorporation, the Board of Directors shallhave the authority to fix the compensation of the directors. The directors may be paid theirexpenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixedsum for attendance at each meeting of the Board of Directors or paid a stated salary or paid othercompensation as director. No such payment shall preclude any director from serving the Corporationin any other capacity and receiving compensation therefor. Members of special or standingcommittees may be allowed compensation for attending committee meetings.ARTICLE III – COMMITTEES     Section 1. Committees of the Board of Directors.     The Board of Directors may from time to time designate committees of the Board of Directors,with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure ofthe Board of Directors and shall, for those committees and any others provided for herein, elect adirector or directors to serve as the member or members, designating, if it desires, otherdirectors as alternate members who may replace any absent or disqualified member at any meeting ofthe committee. In the absence or disqualification of any member of any committee and any alternatemember in his or her place, the member or members of the committee present at the meeting and notdisqualified from voting, whether or not he or she or they constitute a quorum, may by unanimousvote appoint another member of the Board of Directors to act at the meeting in the place of theabsent or disqualified member.     Section 2. Conduct of Business.     Each committee may determine the procedural rules for meeting and conducting its business andshall act in accordance therewith, except as otherwise provided herein or required by law.Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of themembers shall constitute a quorum unless the committee shall consist of one (1) or two (2) members,in which event one (1) member shall constitute a quorum; and all matters shall be determined by amajority vote of the members present. Action may be taken by any committee without a meeting ifall members thereof consent thereto in writing or by electronic transmission, and the writing orwritings or electronic transmission or transmissions are filed with the minutes of the proceedingsof such committee. Such filing shall be in paper form if the minutes are maintained in paper formand shall be in electronic form if the minutes are maintained in electronic form.ARTICLE IV – OFFICERS     Section 1. General Provisions.     The officers of the Corporation shall include a chairman of the board, a chief executiveofficer, a president, a chief financial officer, a secretary and a treasurer and may include a vicechairman of the board, one or more vice presidents, a chief operating officer, one or moreassistant secretaries and one or more assistant treasurers. In addition, the Board of
- 5 -

 
Directors may from time to time appoint such other officers with such powers and duties asthey shall deem necessary or desirable. The officers of the Corporation shall be elected annuallyby the Board of Directors at the first meeting of the Board of Directors held after each annualmeeting of stockholders, except that the chief executive officer may appoint one or more vicepresidents, assistant secretaries and assistant treasurers. If the election of officers shall notbe held at such meeting, such election shall be held as soon thereafter as may be convenient. Eachofficer shall hold office until his successor is elected and qualifies or until his death,resignation or removal in the manner hereinafter provided. Any two or more offices exceptpresident and vice president may be held by the same person. In its discretion, the Board ofDirectors may leave unfilled any office except that of president, treasurer and secretary.Election of an officer or agent shall not of itself create contract rights between the Corporationand such officer or agent.     Section 2. Vacancies.     A vacancy in any office may be filled by the Board of Directors for the balance of the term.     Section 3. Chief Executive Officer.     The Board of Directors shall designate a chief executive officer. In the absence of suchdesignation, the chairman of the board (or, if more than one, the co-chairmen of the board in theorder designated at the time of their election or, in the absence of any designation, then in theorder of their election) shall be the chief executive officer of the Corporation. The chiefexecutive officer shall have general responsibility for implementation of the policies of theCorporation, as determined by the Board of Directors, and for the management of the business andaffairs of the Corporation.     Section 4. Chief Operating Officer.     The Board of Directors may designate a chief operating officer. The chief operating officershall have the responsibilities and duties as set forth by the Board of Directors or the chiefexecutive officer.     Section 5. Chief Financial Officer.     The Board of Directors may designate a chief financial officer. The chief financial officershall have the responsibilities and duties as set forth by the Board of Directors or the chiefexecutive officer.     Section 6. Chairman of the Board.     The Board of Directors shall designate a chairman of the board (or one or more co-chairmen ofthe board). The chairman of the board shall preside over the meetings of the Board of Directorsand of the stockholders at which he shall be present. If there be more than one, the co-chairmendesignated by the Board of Directors will perform such duties. The chairman of the board shallperform such other duties as may be assigned to him or them by the Board of Directors.
- 6 -

 
     Section 7. President.     The president or chief executive officer, as the case may be, shall, in general, supervise andcontrol all of the business and affairs of the Corporation. In the absence of a designation of achief operating officer by the Board of Directors, the president shall be the chief operatingofficer. He may execute any deed, mortgage, bond, contract or other instrument, except in caseswhere the execution thereof shall be expressly delegated by the Board of Directors or by theseBylaws to some other officer or agent of the Corporation or shall be required by law to beotherwise executed; and in general shall perform all duties incident to the office of president andsuch other duties as may be prescribed by the Board of Directors from time to time.     Section 8. Vice Presidents.     In the absence of the president or in the event of a vacancy in such office, the vicepresident (or in the event there be more than one vice president, the vice presidents in the orderdesignated at the time of their election or, in the absence of any designation, then in the orderof their election) shall perform the duties of the president and when so acting shall have all thepowers of and be subject to all the restrictions upon the president; and shall perform such otherduties as from time to time may be assigned to him by the president or by the Board of Directors.The Board of Directors may designate one or more vice presidents as executive vice president or asvice president for particular areas of responsibility.     Section 9. Secretary.     The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board ofDirectors and committees of the Board of Directors in one or more books provided for that purpose;(b) see that all notices are duly given in accordance with the provisions of these Bylaws or asrequired by law; (c) be custodian of the trust records and of the seal of the Corporation; (d) keepa register of the post office address of each stockholder which shall be furnished to the secretaryby such stockholder; (e) have general charge of the share transfer books of the Corporation; and(f) in general perform such other duties as from time to time be assigned to him by the chiefexecutive officer, the president or by the Board of Directors.     Section 10. Treasurer.     The treasurer shall have the custody of the funds and securities of the Corporation and shallkeep full and accurate accounts of receipts and disbursements in books belonging to the Corporationand shall deposit all moneys and other value effects in the name and to the credit of theCorporation in such depositories as may be designated by the Board of Directors. In the absence ofa designation of a chief financial officer by the Board of Directors, the treasurer shall be thechief financial officer of the Corporation.     The treasurer shall disburse the funds of the Corporation as may be ordered by the Board ofDirectors, taking proper vouchers for such disbursements, and shall render to the president andBoard of Directors, at the regular meetings of the Board of Directors or whenever it may so
- 7 -

 
require, an account of all his transactions as treasurer and of the financial condition of theCorporation.     If required by the Board of Directors, he shall give the Corporation a bond in such sum andwith such surety or sureties as shall be satisfactory to the Board of Directors for the faithfulperformance of the duties of his office and for the restoration to the Corporation, in case of hisdeath, resignation, retirement or removal from office, all books, papers, vouchers, moneys andother property of whatever kind in his possession or under his control belonging to theCorporation.     Section 11. Assistant Secretaries and AssistantTreasurers.     The assistant secretaries and assistant treasurers, in general, shall perform such duties asshall be assigned to them by the secretary or treasurer, respectively, or by the president or theBoard of Directors. The assistant treasurers shall, if required by the Board of Directors, givebonds for the faithful performance of their duties in such sums and with such surety or sureties asshall be satisfactory to the Board of Directors.     Section 12. Salaries.     The salaries of the officers shall be fixed from time to time by the Board of Directors and noofficer shall be prevented from receiving such salary by reason of the fact that he is also adirector.     Section 13. Delegation of Authority.     The Board of Directors may from time to time delegate the powers or duties of any officer toany other officers or agents, notwithstanding any provision hereof.     Section 14. Removal.     Any officer of the Corporation may be removed at any time, with or without cause, by the Boardof Directors.     Section 15. Action with Respect to Securities of OtherCorporations.     Unless otherwise directed by the Board of Directors, the President or any officer of theCorporation authorized by the President shall have power to vote and otherwise act on behalf of theCorporation, in person or by proxy, at any meeting of stockholders of or with respect to any actionof stockholders of any other Corporation in which this Corporation may hold securities andotherwise to exercise any and all rights and powers which this Corporation may possess by reason ofits ownership of securities in such other Corporation.
- 8 -

 
ARTICLE V – STOCK     Section 1. Certificates of Stock.     Each stockholder shall be entitled to a certificate signed by, or in the name of theCorporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary,or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her.Any or all of the signatures on the certificate may be by facsimile.     Section 2. Transfers of Stock.     Transfers of stock shall be made only upon the transfer books of the Corporation kept at anoffice of the Corporation or by transfer agents designated to transfer shares of the stock of theCorporation. Except where a certificate is issued in accordance with Section 4 of Article V ofthese By-laws, an outstanding certificate for the number of shares involved shall be surrenderedfor cancellation before a new certificate is issued therefor.     Section 3. Record Date.     In order that the Corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders, or to receive payment of any dividend or other distribution orallotment of any rights or to exercise any rights in respect of any change, conversion or exchangeof stock or for the purpose of any other lawful action, the Board of Directors may, except asotherwise required by law, fix a record date, which record date shall not precede the date on whichthe resolution fixing the record date is adopted and which record date shall not be more than sixty(60) nor less than ten (10) days before the date of any meeting of stockholders, nor more thansixty (60) days prior to the time for such other action as hereinbefore described; provided,however, that if no record date is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close ofbusiness on the day next preceding the day on which notice is given or, if notice is waived, at theclose of business on the day next preceding the day on which the meeting is held, and, fordetermining stockholders entitled to receive payment of any dividend or other distribution orallotment of rights or to exercise any rights of change, conversion or exchange of stock or for anyother purpose, the record date shall be at the close of business on the day on which the Board ofDirectors adopts a resolution relating thereto.     A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.     Section 4. Lost, Stolen or Destroyed Certificates.     In the event of the loss, theft or destruction of any certificate of stock, another may beissued in its place pursuant to such regulations as the Board of Directors may establish concerningproof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bondsof indemnity.     Section 5. Regulations.
- 9 -

 
     The issue, transfer, conversion and registration of certificates of stock shall be governed bysuch other regulations as the Board of Directors may establish.ARTICLE VI – NOTICES     Section 1. Notices.     If mailed, notice to stockholders shall be deemed given when deposited in the mail, postageprepaid, directed to the stockholder at such stockholder’s address as it appears on the records ofthe Corporation. Without limiting the manner by which notice otherwise may be given effectively tostockholders, any notice to stockholders may be given by electronic transmission in the mannerprovided in Section 232 of the Delaware General Corporation Law.     Section 2. Waivers.     A written waiver of any notice, signed by a stockholder or director, or waiver by electronictransmission by such person, whether given before or after the time of the event for which noticeis to be given, shall be deemed equivalent to the notice required to be given to such person.Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendanceat any meeting shall constitute waiver of notice except attendance for the sole purpose ofobjecting to the timeliness of notice.ARTICLE VII – MISCELLANEOUS     Section 1. Facsimile Signatures.     In addition to the provisions for use of facsimile signatures elsewhere specificallyauthorized in these By-laws, facsimile signatures of any officer or officers of the Corporation maybe used whenever and as authorized by the Board of Directors or a committee thereof.     Section 2. Corporate Seal.     The Board of Directors may provide a suitable seal, containing the name of the Corporation,which seal shall be in the charge of the Secretary. If and when so directed by the Board ofDirectors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer orby an Assistant Secretary or Assistant Treasurer.     Section 3. Reliance upon Books, Reports and Records.     Each director, each member of any committee designated by the Board of Directors, and eachofficer of the Corporation shall, in the performance of his or her duties, be fully protected inrelying in good faith upon the books of account or other records of the Corporation and upon suchinformation, opinions, reports or statements presented to the Corporation by any of its officers oremployees, or committees of the Board of Directors so designated, or by any other person as tomatters which such director or committee member reasonably believes are within such other
- 10 -

 
person’s professional or expert competence and who has been selected with reasonable care by or onbehalf of the Corporation.     Section 4. Fiscal Year.     The fiscal year of the Corporation shall be as fixed by the Board of Directors.     Section 5. Time Periods.     In applying any provision of these By-laws which requires that an act be done or not be done aspecified number of days prior to an event or that an act be done during a period of a specifiednumber of days prior to an event, calendar days shall be used, the day of the doing of the actshall be excluded, and the day of the event shall be included.     Section 6. Investment Policies.     Subject to the provisions of the Certificate of Incorporation, the Board of Directors may fromtime to time adopt, amend, revise or terminate any policy or policies with respect to investmentsby the Corporation as it shall deem appropriate in its sole discretion.ARTICLE VIII – INDEMNIFICATION OF DIRECTORS AND OFFICERS     Section 1. Right to Indemnification.     Each person who was or is made a party or is threatened to be made a party to or is otherwiseinvolved in any action, suit or proceeding, whether civil, criminal, administrative orinvestigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was adirector or an officer of the Corporation or is or was serving at the request of the Corporation asa director, officer or trustee of another corporation or of a partnership, joint venture, trust orother enterprise, including service with respect to an employee benefit plan (hereinafter an“indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as adirector, officer or trustee or in any other capacity while serving as a director, officer ortrustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorizedby the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, inthe case of any such amendment, only to the extent that such amendment permits the Corporation toprovide broader indemnification rights than such law permitted the Corporation to provide prior tosuch amendment), against all expense, liability and loss (including attorneys’ fees, judgments,fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred orsuffered by such indemnitee in connection therewith; provided, however, that, except as provided inSection 3 of this Article VIII with respect to proceedings to enforce rights to indemnification,the Corporation shall indemnify any such indemnitee in connection with a proceeding (or partthereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized bythe Board of Directors of the Corporation.
- 11 -

 
     Section 2. Right to Advancement of Expenses.     In addition to the right to indemnification conferred in Section 1 of this Article VIII, anindemnitee shall also have the right to be paid by the Corporation the expenses (includingattorney’s fees) incurred in defending any such proceeding in advance of its final disposition(hereinafter an “advancement of expenses”); provided, however, that, if the Delaware GeneralCorporation Law requires, an advancement of expenses incurred by an indemnitee in his or hercapacity as a director or officer (and not in any other capacity in which service was or isrendered by such indemnitee, including, without limitation, service to an employee benefit plan)shall be made only upon delivery to the Corporation of an undertaking (hereinafter an“undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shallultimately be determined by final judicial decision from which there is no further right to appeal(hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified forsuch expenses under this Section 2 or otherwise.     Section 3. Right of Indemnitee to Bring Suit.     If a claim under Section 1 or 2 of this Article VIII is not paid in full by the Corporationwithin sixty (60) days after a written claim has been received by the Corporation, except in thecase of a claim for an advancement of expenses, in which case the applicable period shall be twenty(20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recoverthe unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suitbrought by the Corporation to recover an advancement of expenses pursuant to the terms of anundertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting ordefending such suit. In (i) any suit brought by the indemnitee to enforce a right toindemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to anadvancement of expenses) it shall be a defense that, and (ii) in any suit brought by theCorporation to recover an advancement of expenses pursuant to the terms of an undertaking, theCorporation shall be entitled to recover such expenses upon a final adjudication that, theindemnitee has not met any applicable standard for indemnification set forth in the DelawareGeneral Corporation Law. Neither the failure of the Corporation (including its directors who arenot parties to such action, a committee of such directors, independent legal counsel, or itsstockholders) to have made a determination prior to the commencement of such suit thatindemnification of the indemnitee is proper in the circumstances because the indemnitee has met theapplicable standard of conduct set forth in the Delaware General Corporation Law, nor an actualdetermination by the Corporation (including its directors who are not parties to such action, acommittee of such directors, independent legal counsel, or its stockholders) that the indemniteehas not met such applicable standard of conduct, shall create a presumption that the indemnitee hasnot met the applicable standard of conduct or, in the case of such a suit brought by theindemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right toindemnification or to an advancement of expenses hereunder, or brought by the Corporation torecover an advancement of expenses pursuant to the terms of an undertaking, the burden of provingthat the indemnitee is not entitled to be indemnified, or to such advancement of expenses, underthis Article VIII or otherwise shall be on the Corporation.
- 12 -

 
     Section 4. Non-Exclusivity of Rights.     The rights to indemnification and to the advancement of expenses conferred in this ArticleVIII shall not be exclusive of any other right which any person may have or hereafter acquire underany statute, the Corporation’s Certificate of Incorporation, By-laws, agreement, vote ofstockholders or directors or otherwise.     Section 5. Insurance.     The Corporation may maintain insurance, at its expense, to protect itself and any director,officer, employee or agent of the Corporation or another corporation, partnership, joint venture,trust or other enterprise against any expense, liability or loss, whether or not the Corporationwould have the power to indemnify such person against such expense, liability or loss under theDelaware General Corporation Law.     Section 6. Indemnification of Employees and Agents of theCorporation.     The Corporation may, to the extent authorized from time to time by the Board of Directors,grant rights to indemnification and to the advancement of expenses to any employee or agent of theCorporation to the fullest extent of the provisions of this Article with respect to theindemnification and advancement of expenses of directors and officers of the Corporation.     Section 7. Nature of Rights.     The rights conferred upon indemnitees in this Article VIII shall be contract rights and suchrights shall continue as to an indemnitee who has ceased to be a director, officer or trustee andshall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment,alteration or repeal of this Article VIII that adversely affects any right of an indemnitee or itssuccessors shall be prospective only and shall not limit or eliminate any such right with respectto any proceeding involving any occurrence or alleged occurrence of any action or omission to actthat took place prior to such amendment or repeal.ARTICLE IX – AMENDMENTS     In furtherance and not in limitation of the powers conferred by law, the Board of Directors isexpressly authorized to adopt, amend and repeal these By-Laws subject to the power of the holdersof capital stock of the Corporation to adopt, amend or repeal the By-Laws; provided, however, that,with respect to the power of holders of capital stock to adopt, amend and repeal By-Laws of theCorporation, notwithstanding any other provision of these By-Laws or any provision of law whichmight otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of theholders of any particular class or series of the capital stock of the Corporation required by law,these By-Laws or any preferred stock, the affirmative vote of the holders of at least two-thirds ofthe voting power of all of the then-outstanding shares entitled to vote generally in the electionof directors, voting together as a single class, shall be required to adopt, amend or repeal anyprovision of these By-Laws.
- 13 -